Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 10, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Cellectar Biosciences, Inc. | |
Entity Central Index Key | 1,279,704 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | CLRB | |
Entity Common Stock, Shares Outstanding | 3,832,405 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,908,375 | $ 3,857,791 |
Restricted cash | 55,000 | 55,000 |
Prepaid expenses and other current assets | 281,440 | 267,783 |
Total current assets | 2,244,815 | 4,180,574 |
FIXED ASSETS, NET | 1,637,698 | 1,728,471 |
GOODWILL | 1,675,462 | 1,675,462 |
OTHER ASSETS | 11,872 | 11,872 |
TOTAL ASSETS | 5,569,847 | 7,596,379 |
CURRENT LIABILITIES: | ||
Current maturities of notes payable | 244,809 | 243,590 |
Accounts payable and accrued liabilities | 608,668 | 675,924 |
Derivative liability | 1,956,360 | 4,781,082 |
Capital lease obligations | 2,515 | 2,449 |
Total current liabilities | 2,812,352 | 5,703,045 |
LONG-TERM LIABILITIES: | ||
Notes payable, less current maturities | 24,885 | 86,632 |
Deferred rent | 148,599 | 148,924 |
Capital lease obligation, less current portion | 7,321 | 7,975 |
Total long-term liabilities | 180,805 | 243,531 |
TOTAL LIABILITIES | $ 2,993,157 | $ 5,946,576 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.00001 par value; 7,000 shares authorized; none issued and outstanding as of March 31, 2016 and December 31, 2015 | $ 0 | $ 0 |
Common stock, $0.00001 par value; 40,000,000 shares authorized; 858,013 and 858,140 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | 9 | 9 |
Additional paid-in capital | 66,358,818 | 66,256,494 |
Deficit accumulated | (63,782,137) | (64,606,700) |
Total stockholders’ equity | 2,576,690 | 1,649,803 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 5,569,847 | $ 7,596,379 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 7,000 | 7,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 858,013 | 858,140 |
Common stock, shares outstanding | 858,013 | 858,140 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
COSTS AND EXPENSES: | ||
Research and development | $ 1,039,454 | $ 1,643,994 |
General and administrative | 961,254 | 943,433 |
Total costs and expenses | 2,000,708 | 2,587,427 |
LOSS FROM OPERATIONS | (2,000,708) | (2,587,427) |
OTHER INCOME (EXPENSE): | ||
Gain on revaluation of derivative warrants | 2,824,722 | 288,251 |
Interest income (expense), net | 549 | (1,980) |
Total other income, net | 2,825,271 | 286,271 |
NET INCOME (LOSS) | $ 824,563 | $ (2,301,156) |
BASIC NET INCOME (LOSS) PER COMMON SHARE | $ 0.96 | $ (3.04) |
SHARES USED IN COMPUTING BASIC NET INCOME (LOSS) PER COMMON SHARE | 858,107 | 756,276 |
FULLY DILUTED NET INCOME (LOSS) PER COMMON SHARE | $ 0.91 | $ (3.04) |
SHARES USED IN COMPUTING FULLY DILUTED NET INCOME (LOSS) PER COMMON SHARE | 906,381 | 756,276 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 824,563 | $ (2,301,156) |
Adjustments to reconcile net income (loss) to cash used in operating activities: | ||
Depreciation and amortization | 90,773 | 90,044 |
Stock-based compensation expense | 102,918 | 191,790 |
Loss on disposal of fixed assets | 0 | 858 |
Gain on revaluation of derivative warrants | (2,824,722) | (288,251) |
Changes in: | ||
Accounts payable and accrued liabilities | (67,256) | (109,748) |
Prepaid expenses and other current assets | 55,793 | 49,586 |
Other assets and liabilities | (325) | 539 |
Cash used in operating activities | (1,818,256) | (2,366,338) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | 0 | (25,466) |
Cash used in investing activities | 0 | (25,466) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Cash paid for issuance costs | (69,450) | 0 |
Reverse stock split fractional shares | (594) | 0 |
Payments on long-term obligations | (60,528) | 0 |
Payments on capital lease obligations | (588) | (1,211) |
Cash used in financing activities | (131,160) | (1,211) |
NET DECREASE IN CASH AND EQUIVALENTS | (1,949,416) | (2,393,015) |
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD | 3,857,791 | 9,422,627 |
CASH AND EQUIVALENTS AT END OF PERIOD | 1,908,375 | 7,029,612 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest expense | $ 1,467 | $ 0 |
NATURE OF BUSINESS, ORGANIZATIO
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature Of Business Organization and Going Concern Disclosure [Text Block] | 1. NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN Cellectar Biosciences, Inc. (the “Company”) is a biopharmaceutical company developing compounds for the treatment and imaging of cancer. The Company’s headquarters are located in Madison, Wisconsin. The Company is subject to a number of risks similar to those of other small pharmaceutical companies. Principal among these risks are dependence on key individuals, competition from substitute products and larger companies, the successful development and marketing of its products in a highly regulated environment and the need to obtain additional financing necessary to fund future operations. The accompanying financial statements have been prepared on a basis that assumes that the Company will continue as a going concern and that contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has devoted substantially all of its efforts toward research and development and has, during the three months ended March 31, 2016, generated an operating loss of approximately $ 2,001,000 The accompanying condensed consolidated balance sheet as of December 31, 2015 has been derived from audited financial statements. The accompanying unaudited condensed consolidated balance sheet as of March 31, 2016, the condensed consolidated statements of operations for the three months ended March 31, 2016 and 2015, the condensed consolidated statements of cash flows for the three months ended March 31, 2016 and 2015 and the related interim information contained within the notes to the condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions, rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and the notes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments which are of a nature necessary for the fair presentation of the Company’s consolidated financial position at March 31, 2016 and consolidated results of its operations for the three months ended March 31, 2016 and 2015, and its cash flows for the three months ended March 31, 2016 and 2015. The results for the three months ended March 31, 2016 are not necessarily indicative of future results. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on March 11, 2016. The consolidated financial statements include the accounts of the Company and the accounts of its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company accounts for cash that is restricted for other than current operations as restricted cash. Restricted cash at March 31, 2016 and December 31, 2015 consisted of a certificate of deposit of $ 55,000 Goodwill is not amortized, but is required to be evaluated for impairment annually or whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. The Company evaluates goodwill for impairment annually in the fourth fiscal quarter and additionally on an interim basis if an event occurs or there is a change in circumstances, such as a decline in the Company’s stock price or a material adverse change in the business climate, which would more likely than not reduce the fair value of the reporting unit below its carrying amount. No such event or change in circumstances occurred; therefore no changes in goodwill were made during the three months ended March 31, 2016 and 2015. - Lived Assets The Company uses the Black-Scholes option-pricing model to calculate the grant-date fair value of stock option awards. The resulting compensation expense, net of expected forfeitures, for awards that are not performance-based is recognized on a straight-line basis over the service period of the award, which is generally three years for stock options. For stock options with performance-based vesting provisions, recognition of compensation expense, net of expected forfeitures, commences if and when the achievement of the performance criteria is deemed probable. The compensation expense, net of expected forfeitures, for performance-based stock options is recognized over the relevant performance period. Non-employee stock-based compensation is accounted for in accordance with the guidance of Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 505, Equity. The guidance under FASB ASC Topic 825, Financial Instruments The Company generally does not use derivative instruments to hedge exposures to cash flow or market risks. However, certain warrants to purchase common stock that do not meet the requirements for classification as equity, in accordance with the Derivatives and Hedging Topic of the FASB ASC, are classified as liabilities. In such instances, net-cash settlement is assumed for financial reporting purposes, even when the terms of the underlying contracts do not provide for a net-cash settlement. These warrants are considered derivative instruments because the agreements contain a certain type of cash settlement feature, “down-round” provisions whereby the number of shares for which the warrants are exercisable and/or the exercise price of the warrants is subject to change in the event of certain issuances of stock at prices below the then-effective exercise price of the warrants. The number of shares issuable under such warrants was 747,592 Subsequent to March 31, 2016, the Company and warrant holders amended certain warrant agreements (see Note 10). In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its financial statements. |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 2. FAIR VALUE In accordance with the Fair Value Measurements and Disclosures Topic of the FASB ASC 820, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. ⋅ Level 1: Input prices quoted in an active market for identical financial assets or liabilities. ⋅ Level 2: Inputs other than prices quoted in Level 1, such as prices quoted for similar financial assets and liabilities in active markets, prices for identical assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. ⋅ Level 3: Input prices quoted that are significant to the fair value of the financial assets or liabilities which are not observable or supported by an active market. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company issued warrants to purchase an aggregate of 82,500 27,500 55,000 494,315 On October 1, 2015, the Company issued Series A warrants to purchase an aggregate of 150,003 28.30 48,274 22.00 March 31, 2016 Level 1 Level 2 Level 3 Fair Value Liabilities: February 2013 Public Offering Warrants $ $ $ 102,000 $ 102,000 August 2014 Warrants 492,000 492,000 October 2015 Warrants 1,362,000 1,362,000 Total $ $ 492,000 $ 1,464,000 $ 1,956,000 December 31, 2015 Level 1 Level 2 Level 3 Fair Value Liabilities: February 2013 Public Offering Warrants 209,000 209,000 August 2014 Warrants 2,714,000 2,714,000 October 2015 Warrants 1,858,000 1,858,000 Total $ $ 2,714,000 $ 2,067,000 $ 4,781,000 In order to estimate the value of the February 2013 Public Offering Warrants considered to be derivative instruments the Company uses a modified option-pricing model together with assumptions that consider, among other variables, the fair value of the underlying stock, risk-free interest rates, volatility, the contractual term of the warrants, future financing requirements and dividend rates. The future financing estimates are based on the Company’s estimates of anticipated cash requirements over the term of the warrants as well as the frequency of required financings based on its assessment of its historical financing trends and anticipated future events. Due to the nature of these inputs and the valuation technique utilized, these warrants are classified within the Level 3 hierarchy. Three Months Twelve Months Ended Ended March 31, December 31, 2016 2015 Volatility 92.72 % 87.3-90.0 % Risk-free interest rate 0.73 % 0.82-1.10 % Expected life (years) 1.89 2.14-2.89 Dividend 0 % 0 % In order to estimate the value of the October 2015 Warrants considered to be derivative instruments, the Company uses a modified option-pricing model together with assumptions that consider, among other variables, the fair value of the underlying stock, risk-free interest rate, volatility, the contractual term of the warrants, future financing requirements and dividend rates. The future financing estimates are based on the Company’s estimates of anticipated cash requirements over the term of the warrants as well as the frequency of required financings based on its assessment of its historical financing trends and anticipated future events. Due to the nature of these inputs and the valuation technique utilized, these warrants are also classified within the Level 3 hierarchy. Three Months Twelve Months Ended Ended March 31, December 31, 2016 2015 Volatility 89.73 % 97.57 % Risk-free interest rate 1.17-1.65 % 1.70 % Expected life (years) 4.5 4.75 Dividend 0 % 0 % Three Months Twelve Months Ended Ended March 31, December 31, 2016 2015 Beginning balance Fair value $ 2,067,000 $ 1,127,500 Fair value of warrants issued in connection with the October 2015 offering 3,272,000 Gain on derivatives resulting from change in fair value (603,000) (2,332,500) Ending balance Fair value $ 1,464,000 $ 2,067,000 To estimate the fair value of the August 2014 Warrants, the Company calculated the weighted average closing price for the trailing 10 day period with trades that ended on the balance sheet date. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 3. STOCKHOLDERS’ EQUITY 2016 Reverse Stock Split and Recapitalization At a special meeting held on February 8, 2016, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse split of the Company’s common stock at a ratio between 1:5 to 1:10 in order to ensure that adequate authorized but unissued shares would be available for anticipated future financings, and to satisfy requirements for the continued listing of the Company’s common stock on the Nasdaq Capital Market. In addition, the proposal approved by the stockholders provided that if the reverse split was effected, the number of shares of common stock that the Company is authorized to issue remained unchanged at 40,000,000 1-for-10 reverse split October 2015 Registered Direct Offering On October 1, 2015, the Company completed a registered direct offering of 101,727 48,274 22.00 In a concurrent private placement (the “2015 Private Placement” and, together with the 2015 Registered Offering, the “2015 Offerings”), the Company issued Series A warrants (the “2015 Series A Warrants”) to purchase one share of our common stock for each share of common stock or 2015 Pre-Funded Warrant to purchase one share of common stock purchased in the Registered Offering. The 2015 Series A Warrants cover, in the aggregate, 150,003 28.30 3,300,000 2,868,000 404,000 404,150 3,750 28.30 61,000 Under the terms of the 2015 Pre-Funded Warrants, if the Company issues shares of common stock or common stock equivalents at a purchase price (a “Dilutive Price”) less than the then-effective warrant share purchase price for the Pre-Funded Warrants, which is initially $ 22.00 10.0 Subsequent to March 31, 2016, the Company and warrant holders amended certain warrant agreements that were issued as part of the 2015 Registered Offering (see Note 10). In connection with the entry into the purchase agreement, the Company and the purchasers entered into a registration rights agreement, which required the Company to file a registration statement on Form S-3 to provide for the resale of the shares of Common Stock issuable upon the exercise of the 2015 Series A Warrants. The Company will also be required to file one or more registration statements from time to time to register the issuance or resale of any additional shares of Common Stock that may become issuable as a result of the Offerings. The Company will be obligated to use its commercially reasonable efforts to keep any registration statement effective until the earlier of (i) the date on which the shares of Common Stock subject to the registration statement may be sold without registration pursuant to Rule 144 under the Securities Act, or (ii) the date on which all of the shares of Common Stock subject to the registration statement have been sold under the registration statement or pursuant to Rule 144 under the Securities Act or any other rule of similar effect. Registration Rights In connection with certain securities purchase agreements the Company is required to keep the related registration statements continuously effective under the Securities Act of 1933, as amended (the “Securities Act”), until the earlier of the date when all the registrable securities covered by the registration statement have been sold or such time as all the registrable securities covered by the registration statement can be sold under Rule 144 without any volume limitations. The Company will be allowed to suspend the use of the registration statement for not more than 30 consecutive days on not more than two occasions in any 12-month period (the “Allowed Delay”). If the Company suspends the use of the registration for longer than the Allowed Delay, it may be required to pay to the purchasers liquidated damages equal to 1.5 5 Additionally, in connection with certain registered offerings of common stock and warrants, the Company has entered into certain securities purchase agreements which require the Company to use commercially reasonable efforts to keep the applicable registration statements effective for the issuance of shares of common stock pursuant to the exercise of warrants issued in the offering as long as the warrants remain outstanding. Common Stock Warrants Number of Shares Issuable Upon Exercise of Outstanding Exercise Offering Warrants Price Expiration Date October 2015 Private Placement (1) 150,003 $ 28.30 April 1, 2021 October 2015 Registered Offering (2) 48,274 $ October 1, 2020 October 2015 Offering Placement Agent 3,750 $ 28.30 October 1, 2020 August 2014 Public Offering (1) 504,019 $ 46.80 August 20, 2019 February 2013 Public Offering (1) 55,000 $ 22.00 February 20, 2018 February 2013 Public Offering Placement Agents 3,854 $ 125.00 February 4, 2018 November 2012 Private Placement 5,000 $ 250.00 November 2, 2017 June 2012 Public Offering 14,910 $ 250.00 June 13, 2017 December 2011 Underwritten Offering 46,246 $ 120.00 December 6, 2016 Total 831,056 (1) These warrants have a certain type of cash settlement feature or their exercise prices are subject to adjustment for “down-rounds” and the warrants have been accounted for as derivative instruments as described in Note 3, with the exception of 9,704 (2) These warrants are pre-funded, and the number of shares for which the warrant may be exercised are subject to adjustment for “down-rounds” and the warrants have been accounted for as derivative instruments as described in Note 3. |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable Disclosure [Text Block] | 4. NOTES PAYABLE The notes payable balance at March 31, 2016 consists of two loans with initial principal amounts totaling $ 450,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 5. STOCK-BASED COMPENSATION Accounting for Stock-Based Compensation Three Months Ended March 31, 2016 2015 Employee and director stock option grants: Research and development $ 11,035 $ 43,356 General and administrative 92,249 145,336 103,284 188,692 Non-employee consultant stock option grants: Research and development (366) 3,098 (366) 3,098 Total stock-based compensation $ 102,918 $ 191,790 Assumptions Used In Determining Fair Value Valuation and amortization method . The fair value of each stock award is estimated on the grant date using the Black-Scholes option-pricing model. The estimated fair value of employee stock options is amortized to expense using the straight-line method over the vesting period. The estimated fair value of the non-employee options is amortized to expense over the period during which a non-employee is required to provide services for the award (usually the vesting period). Volatility. The Company estimates volatility based on an average of (1) the Company’s historical volatility since its common stock has been publicly traded and (2) review of volatility estimates of publicly held drug development companies with similar market capitalizations. Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. Expected term . The expected term of stock options granted is based on an estimate of when options will be exercised in the future. The Company applied the simplified method of estimating the expected term of the options, as described in the SEC’s Staff Accounting Bulletins 107 and 110, as the historical experience is not indicative of the expected behavior in the future. The expected term, calculated under the simplified method, is applied to groups of stock options that have similar contractual terms. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. The Company applied the simplified method to non-employees who have a truncation of term based on termination of service and utilizes the contractual life of the stock options granted for those non-employee grants which do not have a truncation of service. Forfeitures. 2 There were no stock option grants during the three months ended March 31, 2016. Exercise prices for all grants made during the three months ended March 31, 2015 were equal to the market value of the Company’s common stock on the date of grant. Stock Option Activity Weighted Number of Average Shares Issuable Remaining Upon Exercise Weighted Contracted Aggregate of Outstanding Average Term in Intrinsic Options Exercise Price Years Value Outstanding at December 31, 2015 70,933 $ 78.63 Granted $ - Expired (1,461) $ 134.92 Forfeited (890) $ 36.44 Outstanding at March 31, 2016 68,582 $ 75.57 Vested, March 31, 2016 23,429 $ 166.14 5.53 $ Unvested, March 31, 2016 45,153 $ 28.58 9.12 $ Exercisable at March 31, 2016 23,429 $ 166.14 5.53 $ The aggregate intrinsic value of options outstanding is calculated based on the positive difference between the estimated per-share fair value of common stock at the end of the respective period and the exercise price of the underlying options. There have been no option exercises to date. Shares of common stock issued upon the exercise of options are from authorized but unissued shares. As of March 31, 2016, there was approximately $ 886,000 308,000 282,000 206,000 90,000 122.06 23.39 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 6. INCOME TAXES The Company accounts for income taxes in accordance with the liability method of accounting. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax basis of assets and liabilities, and net operating loss carryforwards, (NOLs) using the enacted tax rates. Deferred income tax expense or benefit is based on changes in the asset or liability from period to period. The GAAP gain on revaluation of derivative warrants is not recognized for tax purposes The Company also accounts for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return. The Company follows the applicable accounting guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition related to the uncertainty in income tax positions. No uncertain tax positions have been identified. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 7. NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share for the three months ended March 31, 2016 is computed by dividing net income, as adjusted, by the sum of the weighted average number of shares of common stock and the dilutive potential common stock equivalents then outstanding. Potential common stock equivalents consist of stock options and warrants. The 2015 Pre-Funded Warrants, of which there were 48,274 outstanding during the entire first quarter of 2016, were included in the fully diluted calculation, as they do not require any payment to be exercised. Since there is a net loss attributable to common stockholders for the three months ended March 31, 2015, the inclusion of common stock equivalents in the computation for those periods would be antidilutive. Three Months Ended March 31, 2016 2015 Warrants 782,782 660,409 Stock options 68,582 82,966 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters and Contingencies [Text Block] | 8. COMMITMENTS AND CONTINGENCIES The Company is involved in legal matters and disputes in the ordinary course of business. We do not anticipate that the outcome of such matters and disputes will materially affect the Company’s financial statements. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 9. RELATED PARTY TRANSACTIONS The Company’s Chief Scientific Officer and principal founder of Cellectar, who is a director and shareholder of the Company, is a faculty member at the University of Wisconsin-Madison (“UW”). During the three months ended March 31, 2016, the Company incurred approximately $ 71,000 128,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 2016 Underwritten Offering On April 15, 2016 the Company entered into an Underwriting Agreement with Ladenburg Thalmann & Co., Inc. in connection with the Company’s Registration Statement on Form S-1. Pursuant to the Underwriting Agreement, the Company agreed to sell to the Underwriter 1,378,364 1,908,021 3,286,385 492,957 2.13 2.12 0.01 3.04 On April 20, 2016 the Company closed on its underwritten public offering (the “2016 Underwritten Offering”) of 1,871,321 1,908,021 3,779,342 8.0 7.2 Warrant Restructuring On April 13, 2016, the Company entered into an exchange and amendment agreement (the “Warrant Restructuring Agreement”) pursuant to which the Company agreed to exchange the 2015 Pre-Funded Warrants relating to 48,274 1,062,000 498,605 pari passu Pursuant to the Warrant Restructuring Agreement, the Company also agreed with these holders of 2015 Series A Warrants that upon the consummation of the 2016 Underwritten Offering, the exercise price of the 2015 Series A Warrants would be reduced to the public offering price per share of the shares of common stock sold in this offering and that the warrants would be amended such that the exercise price would no longer be subject to adjustment in connection with future equity offerings we may undertake. In consideration of this amendment, we agreed to issue to each of those holders a new warrant to purchase an additional number of shares of common stock equal to twice the number of shares of common stock underlying the 2015 Series A Warrants held by them. The new warrants have an exercise price equal to $ 2.13 |
NATURE OF BUSINESS, ORGANIZAT16
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and the accounts of its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash The Company accounts for cash that is restricted for other than current operations as restricted cash. Restricted cash at March 31, 2016 and December 31, 2015 consisted of a certificate of deposit of $ 55,000 |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is not amortized, but is required to be evaluated for impairment annually or whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. The Company evaluates goodwill for impairment annually in the fourth fiscal quarter and additionally on an interim basis if an event occurs or there is a change in circumstances, such as a decline in the Company’s stock price or a material adverse change in the business climate, which would more likely than not reduce the fair value of the reporting unit below its carrying amount. No such event or change in circumstances occurred; therefore no changes in goodwill were made during the three months ended March 31, 2016 and 2015. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long - Lived Assets |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company uses the Black-Scholes option-pricing model to calculate the grant-date fair value of stock option awards. The resulting compensation expense, net of expected forfeitures, for awards that are not performance-based is recognized on a straight-line basis over the service period of the award, which is generally three years for stock options. For stock options with performance-based vesting provisions, recognition of compensation expense, net of expected forfeitures, commences if and when the achievement of the performance criteria is deemed probable. The compensation expense, net of expected forfeitures, for performance-based stock options is recognized over the relevant performance period. Non-employee stock-based compensation is accounted for in accordance with the guidance of Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 505, Equity. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The guidance under FASB ASC Topic 825, Financial Instruments |
Derivatives, Policy [Policy Text Block] | Derivative Instruments The Company generally does not use derivative instruments to hedge exposures to cash flow or market risks. However, certain warrants to purchase common stock that do not meet the requirements for classification as equity, in accordance with the Derivatives and Hedging Topic of the FASB ASC, are classified as liabilities. In such instances, net-cash settlement is assumed for financial reporting purposes, even when the terms of the underlying contracts do not provide for a net-cash settlement. These warrants are considered derivative instruments because the agreements contain a certain type of cash settlement feature, “down-round” provisions whereby the number of shares for which the warrants are exercisable and/or the exercise price of the warrants is subject to change in the event of certain issuances of stock at prices below the then-effective exercise price of the warrants. The number of shares issuable under such warrants was 747,592 Subsequent to March 31, 2016, the Company and warrant holders amended certain warrant agreements (see Note 10). |
Going Concern Disclosure [Policy Text Block] | Going Concern In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern ASU 2014-15 applies to all entities and is effective for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its financial statements. |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | The following tables set forth the Company’s financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of March 31, 2016 and December 31, 2015: March 31, 2016 Level 1 Level 2 Level 3 Fair Value Liabilities: February 2013 Public Offering Warrants $ $ $ 102,000 $ 102,000 August 2014 Warrants 492,000 492,000 October 2015 Warrants 1,362,000 1,362,000 Total $ $ 492,000 $ 1,464,000 $ 1,956,000 December 31, 2015 Level 1 Level 2 Level 3 Fair Value Liabilities: February 2013 Public Offering Warrants 209,000 209,000 August 2014 Warrants 2,714,000 2,714,000 October 2015 Warrants 1,858,000 1,858,000 Total $ $ 2,714,000 $ 2,067,000 $ 4,781,000 |
Schedule Of Changes In Fair Value Warrants Classified Level Three [Table Text Block] | The following table summarizes the changes in the fair market value of the Company’s warrants which are classified within the Level 3 fair value hierarchy. Three Months Twelve Months Ended Ended March 31, December 31, 2016 2015 Beginning balance Fair value $ 2,067,000 $ 1,127,500 Fair value of warrants issued in connection with the October 2015 offering 3,272,000 Gain on derivatives resulting from change in fair value (603,000) (2,332,500) Ending balance Fair value $ 1,464,000 $ 2,067,000 |
2013 Warrants [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The following table summarizes the modified option-pricing assumptions used: Three Months Twelve Months Ended Ended March 31, December 31, 2016 2015 Volatility 92.72 % 87.3-90.0 % Risk-free interest rate 0.73 % 0.82-1.10 % Expected life (years) 1.89 2.14-2.89 Dividend 0 % 0 % |
2015 Warrants [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The following table summarizes the modified option-pricing assumptions used: Three Months Twelve Months Ended Ended March 31, December 31, 2016 2015 Volatility 89.73 % 97.57 % Risk-free interest rate 1.17-1.65 % 1.70 % Expected life (years) 4.5 4.75 Dividend 0 % 0 % |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes information with regard to outstanding warrants to purchase common stock as of March 31, 2016. Number of Shares Issuable Upon Exercise of Outstanding Exercise Offering Warrants Price Expiration Date October 2015 Private Placement (1) 150,003 $ 28.30 April 1, 2021 October 2015 Registered Offering (2) 48,274 $ October 1, 2020 October 2015 Offering Placement Agent 3,750 $ 28.30 October 1, 2020 August 2014 Public Offering (1) 504,019 $ 46.80 August 20, 2019 February 2013 Public Offering (1) 55,000 $ 22.00 February 20, 2018 February 2013 Public Offering Placement Agents 3,854 $ 125.00 February 4, 2018 November 2012 Private Placement 5,000 $ 250.00 November 2, 2017 June 2012 Public Offering 14,910 $ 250.00 June 13, 2017 December 2011 Underwritten Offering 46,246 $ 120.00 December 6, 2016 Total 831,056 (1) These warrants have a certain type of cash settlement feature or their exercise prices are subject to adjustment for “down-rounds” and the warrants have been accounted for as derivative instruments as described in Note 3, with the exception of 9,704 (2) These warrants are pre-funded, and the number of shares for which the warrant may be exercised are subject to adjustment for “down-rounds” and the warrants have been accounted for as derivative instruments as described in Note 3. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The following table summarizes amounts charged to expense for stock-based compensation related to employee and director stock option grants and recorded in connection with stock options granted to non-employee consultants: Three Months Ended March 31, 2016 2015 Employee and director stock option grants: Research and development $ 11,035 $ 43,356 General and administrative 92,249 145,336 103,284 188,692 Non-employee consultant stock option grants: Research and development (366) 3,098 (366) 3,098 Total stock-based compensation $ 102,918 $ 191,790 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity is as follows: Weighted Number of Average Shares Issuable Remaining Upon Exercise Weighted Contracted Aggregate of Outstanding Average Term in Intrinsic Options Exercise Price Years Value Outstanding at December 31, 2015 70,933 $ 78.63 Granted $ - Expired (1,461) $ 134.92 Forfeited (890) $ 36.44 Outstanding at March 31, 2016 68,582 $ 75.57 Vested, March 31, 2016 23,429 $ 166.14 5.53 $ Unvested, March 31, 2016 45,153 $ 28.58 9.12 $ Exercisable at March 31, 2016 23,429 $ 166.14 5.53 $ |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following potentially dilutive securities have been excluded from the computation of diluted net income (loss) per share since their inclusion would be antidilutive: Three Months Ended March 31, 2016 2015 Warrants 782,782 660,409 Stock options 68,582 82,966 |
NATURE OF BUSINESS, ORGANIZAT21
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Net Income (Loss) Attributable to Parent, Total | $ (824,563) | $ 2,301,156 | |
Certificates of Deposit, at Carrying Value | $ 55,000 | $ 55,000 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 747,592 | 747,592 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Liabilities: | ||
Warrants | $ 1,956,360 | $ 4,781,082 |
February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Warrants | 102,000 | 209,000 |
August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 492,000 | 2,714,000 |
October 2015 Warrants [Member] | ||
Liabilities: | ||
Warrants | 1,362,000 | 1,858,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | October 2015 Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Warrants | 492,000 | 2,714,000 |
Fair Value, Inputs, Level 2 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 492,000 | 2,714,000 |
Fair Value, Inputs, Level 2 [Member] | October 2015 Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Warrants | 1,464,000 | 2,067,000 |
Fair Value, Inputs, Level 3 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Warrants | 102,000 | 209,000 |
Fair Value, Inputs, Level 3 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | October 2015 Warrants [Member] | ||
Liabilities: | ||
Warrants | $ 1,362,000 | $ 1,858,000 |
FAIR VALUE (Details 1)
FAIR VALUE (Details 1) - 2013 Warrants [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Volatility | 92.72% | |
Risk-free interest rate | 0.73% | |
Expected life (years) | 1 year 10 months 20 days | |
Dividend | 0.00% | 0.00% |
Maximum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Volatility | 90.00% | |
Risk-free interest rate | 1.10% | |
Expected life (years) | 2 years 10 months 20 days | |
Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Volatility | 87.30% | |
Risk-free interest rate | 0.82% | |
Expected life (years) | 2 years 1 month 20 days |
FAIR VALUE (Details 2)
FAIR VALUE (Details 2) - 2015 Warrants [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Volatility | 89.73% | 97.57% |
Risk-free interest rate | 1.70% | |
Expected life (years) | 4 years 6 months | 4 years 9 months |
Dividend | 0.00% | 0.00% |
Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 1.17% | |
Maximum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 1.65% |
FAIR VALUE (Details 3)
FAIR VALUE (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Gain on derivatives resulting from change in fair value | $ 2,824,722 | $ 288,251 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance - Fair value | 2,067,000 | $ 1,127,500 | $ 1,127,500 |
Fair value of warrants issued in connection with the October 2015 offering | 0 | 3,272,000 | |
Gain on derivatives resulting from change in fair value | (603,000) | (2,332,500) | |
Ending balance - Fair value | $ 1,464,000 | $ 2,067,000 |
FAIR VALUE (Details Textual)
FAIR VALUE (Details Textual) - $ / shares | 1 Months Ended | |||
Feb. 20, 2014 | Mar. 31, 2016 | Oct. 01, 2015 | Feb. 28, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 831,056 | |||
February 2013 Public Offering Warrants [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 82,500 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations | 27,500 | |||
February 2013 Public Offering Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Class of Warrant or Right, Outstanding | 55,000 | |||
August 2014 Public Offering Warrants [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Class of Warrant or Right, Outstanding | 494,315 | |||
Series A warrant [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 150,003 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 28.30 | |||
Series B warrant [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 48,274 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 22 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 3 Months Ended | |
Mar. 31, 2016$ / sharesshares | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 831,056 | |
October 2015 Private Placement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 150,003 | [1] |
Exercise Price (in dollars per share) | $ / shares | $ 28.30 | [1] |
Warrants Expiration Date | Apr. 1, 2021 | [1] |
October 2015 Registered Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 48,274 | [2] |
Exercise Price (in dollars per share) | $ / shares | $ 0 | [2] |
Warrants Expiration Date | Oct. 1, 2020 | [2] |
October 2015 Offering - Placement Agent [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 3,750 | |
Exercise Price (in dollars per share) | $ / shares | $ 28.3 | |
Warrants Expiration Date | Oct. 1, 2020 | |
August 2014 Public Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 504,019 | [1] |
Exercise Price (in dollars per share) | $ / shares | $ 46.8 | [1] |
Warrants Expiration Date | Aug. 20, 2019 | [1] |
February 2013 Public Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 55,000 | [1] |
Exercise Price (in dollars per share) | $ / shares | $ 22 | [1] |
Warrants Expiration Date | Feb. 20, 2018 | [1] |
February 2013 Public Offering - Placement Agents [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 3,854 | |
Exercise Price (in dollars per share) | $ / shares | $ 125 | |
Warrants Expiration Date | Feb. 4, 2018 | |
November 2012 Private Placement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 5,000 | |
Exercise Price (in dollars per share) | $ / shares | $ 250 | |
Warrants Expiration Date | Nov. 2, 2017 | |
June 2012 Public Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 14,910 | |
Exercise Price (in dollars per share) | $ / shares | $ 250 | |
Warrants Expiration Date | Jun. 13, 2017 | |
December 2011 Underwritten Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 46,246 | |
Exercise Price (in dollars per share) | $ / shares | $ 120 | |
Warrants Expiration Date | Dec. 6, 2016 | |
[1] | These warrants have a certain type of cash settlement feature or their exercise prices are subject to adjustment for “down-rounds” and the warrants have been accounted for as derivative instruments as described in Note 3, with the exception of 9,704 warrants issued in August 2014. | |
[2] | These warrants are pre-funded, and the number of shares for which the warrant may be exercised are subject to adjustment for “down-rounds” and the warrants have been accounted for as derivative instruments as described in Note 3. |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | Mar. 04, 2016 | Feb. 08, 2016 | Oct. 01, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 831,056 | |||||
Percentage Of Liquidated Damages Per Month | 5.00% | |||||
Common Stock, Shares Authorized | 40,000,000 | 40,000,000 | 40,000,000 | |||
Stockholders' Equity, Reverse Stock Split | 1-for-10 reverse split | At a special meeting held on February 8, 2016, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse split of the Company’s common stock at a ratio between 1:5 to 1:10 in order to ensure that adequate authorized but unissued shares would be available for anticipated future financings, and to satisfy requirements for the continued listing of the Company’s common stock on the Nasdaq Capital Market. In addition, the proposal approved by the stockholders provided that if the reverse split was effected, the number of shares of common stock that the Company is authorized to issue remained unchanged at 40,000,000. The Company’s stockholders further authorized the board of directors to determine the ratio at which the reverse split would be effected by filing an appropriate amendment to the Company’s certificate of incorporation. The board of directors authorized the ratio of the reverse split and corresponding reduction in authorized shares on February 24, 2016, and effective at the close of business on March 4, 2016, the Company’s certificate of incorporation was amended to effect a 1-for-10 reverse split of the Company’s common stock (the “2016 Reverse Split”). All share and per share numbers included in these consolidated financial statements give effect to the 2016 Reverse Split. | ||||
Registered Direct Offering Shares Of Common Stock | 101,727 | |||||
Gross Proceeds From Offering | $ 3,300,000 | |||||
Net Proceeds From Offering | 2,868,000 | |||||
Equity Financing Authorized Amount | $ 10,000,000 | |||||
Private Placement [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,750 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 28.30 | |||||
Warrants and Rights Outstanding | $ 61,000 | |||||
February 2013 Public Offering [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | [1] | 55,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | [1] | $ 22 | ||||
Shares Issued, Price Per Share | $ 22 | |||||
Minimum [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Percentage Of Liquidated Damages Per Month | 1.50% | |||||
August 2014 Underwritten Offering [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 9,704 | |||||
Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Fair Value Adjustment of Warrants | $ 404,000 | |||||
Derivative, Loss on Derivative | $ 404,150 | |||||
Series B warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 48,274 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 22 | |||||
Offering Price Per Share | $ 22 | |||||
Series A Warrants [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 150,003 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 28.30 | |||||
[1] | These warrants have a certain type of cash settlement feature or their exercise prices are subject to adjustment for “down-rounds” and the warrants have been accounted for as derivative instruments as described in Note 3, with the exception of 9,704 warrants issued in August 2014. |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Notes Payable, Noncurrent, Total | $ 24,885 | $ 86,632 |
Secured Debt [Member] | ||
Line of Credit Facility [Line Items] | ||
Notes Payable, Noncurrent, Total | $ 450,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | $ 102,918 | $ 191,790 |
Employee and Director Stock Option Grants [Member] | ||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | 103,284 | 188,692 |
Employee and Director Stock Option Grants [Member] | Research and development [Member] | ||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | 11,035 | 43,356 |
Employee and Director Stock Option Grants [Member] | General and administrative [Member] | ||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | 92,249 | 145,336 |
Non Employee Consultant Stock Option Grants [Member] | ||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | (366) | 3,098 |
Non Employee Consultant Stock Option Grants [Member] | Research and development [Member] | ||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | $ (366) | $ 3,098 |
STOCK-BASED COMPENSATION (Det31
STOCK-BASED COMPENSATION (Details 1) | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation, Stock Options, Activity [Line Items] | |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 70,933 |
Granted - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 0 |
Expired- Number of Shares Issuable Upon Exercise of Outstanding Options | shares | (1,461) |
Forfeited - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | (890) |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 68,582 |
Vested - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 23,429 |
Unvested - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 45,153 |
Exercisable - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 23,429 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 78.63 |
Granted - Weighted Average Exercise Price (in dollars per share) | $ / shares | 0 |
Expired- Weighted Average Exercise Price (in dollars per share) | $ / shares | 134.92 |
Forfeited - Weighted Average Exercise Price (in dollars per share) | $ / shares | 36.44 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ / shares | 75.57 |
Vested - Weighted Average Exercise Price (in dollars per share) | $ / shares | 166.14 |
Unvested - Weighted Average Exercise Price (in dollars per share) | $ / shares | 28.58 |
Exercisable - Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 166.14 |
Vested - Weighted Average Remaining Contracted Term in Years | 5 years 6 months 11 days |
Unvested - Weighted Average Remaining Contracted Term in Years | 9 years 1 month 13 days |
Exercisable - Weighted Average Remaining Contracted Term in Years | 5 years 6 months 11 days |
Vested - Aggregate Intrinsic Value (in dollars) | $ | $ 0 |
Unvested - Aggregate Intrinsic Value (in dollars) | $ | 0 |
Exercisable - Aggregate Intrinsic Value (in dollars) | $ | $ 0 |
STOCK-BASED COMPENSATION (Det32
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share Based Compensation Nonvested Total Compensation In Current Year | $ 308,000 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Two | 282,000 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Three | 206,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 886,000 | |
Weighted-Average Grant-Date Fair Value Of Vested Options Outstanding (in dollars per share) | $ 122.06 | |
Weighted Average Grant Date Fair Value Of Unvested Options Outstanding (in dollars per share) | $ 23.39 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Four | $ 90,000 | |
Employee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Annual Forfeiture Rate Percentage | 2.00% | 2.00% |
Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Annual Forfeiture Rate Percentage | 2.00% | 2.00% |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details) - Convertible Debt [Member] - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 782,782 | 660,409 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 68,582 | 82,966 |
NET INCOME (LOSS) PER SHARE (34
NET INCOME (LOSS) PER SHARE (Details Textual) | 3 Months Ended |
Mar. 31, 2016shares | |
Net Income Loss Per Share [Line Items] | |
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 48,274 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Related Party Transaction [Line Items] | |
Payment Towards Clinical Trial Agreements | $ 71,000 |
University Of Wisconsin Madison [Member] | |
Related Party Transaction [Line Items] | |
Due to Related Parties, Current | $ 128,000 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Apr. 13, 2016 | Apr. 20, 2016 | Apr. 15, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Preferred Stock Value | $ 0 | $ 0 | |||
Subsequent Event [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.13 | ||||
Subsequent Event [Member] | Common Stock [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 48,274 | ||||
Subsequent Event [Member] | Ladenburg Thalmann & Co [Member] | |||||
Stock Issued During Period, Shares, New Issues | 1,378,364 | ||||
Subsequent Event [Member] | Underwritten Offering 2016 [Member] | |||||
Stock Issued During Period, Value, New Issues | $ 8,000,000 | ||||
Proceeds from Issuance Initial Public Offering | $ 7,200,000 | ||||
Stock Issued During Period, Shares, New Issues | 1,871,321 | ||||
Subsequent Event [Member] | Series A Warrants [Member] | |||||
Warrant Expiration Term | 5 years | ||||
Series B Pre-Funded Warrant [Member] | Subsequent Event [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||
Warrants Issued To Purchase Common Stock, Shares | 1,908,021 | 1,908,021 | |||
Public Offering Price Per Share Of Shares And Warrants | $ 2.12 | ||||
Series A Pre-Funded Warrant [Member] | Subsequent Event [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3.04 | ||||
Warrants Issued To Purchase Common Stock, Shares | 3,779,342 | 3,286,385 | |||
Public Offering Price Per Share Of Shares And Warrants | $ 2.13 | ||||
Series A Pre-Funded Warrant [Member] | Over-Allotment Option [Member] | |||||
Warrants Issued To Purchase Common Stock, Shares | 492,957 | ||||
Series Z Convertible Preferred Stock [Member] | Subsequent Event [Member] | |||||
Preferred Stock Value | $ 1,062,000 | ||||
Conversion of Stock, Shares Issued | 498,605 |