Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Oct. 14, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | On July 25, 2016, the Audit Committee of Cellectar Biosciences, Inc.’s (the “Company”) Board of Directors engaged Baker Tilly Virchow Krause, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm for the year ending December 31, 2016. The Company’s prior auditors were discharged on July 11, 2016, as reported in the Company’s Form 8-K dated July 14, 2016. On September 20, 2016, the Audit Committee of the Company’s Board of Directors engaged Baker Tilly to re-audit the Company’s financial statements for the fiscal years ended December 31, 2015 and 2014 in order to replace the report issued by the predecessor auditors. The audit of our consolidated financial statements by Baker Tilly for these two years did not find any material misstatements so as to warrant any restatements of the previously issued financial statements audited by the predecessor auditors for the same periods. We are filing this Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2016 (the “Original Report”) and as amended by Amendment No. 1 to our Annual Report on Form 10-K, as filed with the SEC on July 18, 2016, to include the new audit report of Baker Tilly on the Company’s financial statements for the fiscal years ended December 31, 2015 and 2014, to update Note 17 to the financial statements to reflect certain events occurring subsequent to the filing of our Original Report, and to file certain exhibits in Item 15. Other than the changes outlined above, there are no changes to the Original Report as amended, and this Amendment No. 2 does not change the other disclosures contained in the Original Report as heretofore amended. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Report as heretofore amended and our other filings with the SEC. In addition, except as specifically described above, this Amendment No. 2 does not reflect events occurring after the filing of the Original Report, nor does it modify or update disclosures therein in any way other than as required to reflect the revisions described above. Among other things, forward-looking statements made in the Original Report have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Report, and such forward looking statements should be read in their historical context. | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Cellectar Biosciences, Inc. | ||
Entity Central Index Key | 1,279,704 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 12,894,808 | ||
Trading Symbol | CLRB | ||
Entity Common Stock, Shares Outstanding | 5,368,235 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 3,857,791 | $ 9,422,627 |
Restricted cash | 55,000 | 55,000 |
Prepaid expenses and other current assets | 267,783 | 220,611 |
Total current assets | 4,180,574 | 9,698,238 |
FIXED ASSETS, NET | 1,728,471 | 2,033,944 |
GOODWILL | 1,675,462 | 1,675,462 |
OTHER ASSETS | 11,872 | 11,872 |
TOTAL ASSETS | 7,596,379 | 13,419,516 |
CURRENT LIABILITIES: | ||
Current maturities of notes payable | 243,590 | 119,923 |
Accounts payable and accrued liabilities | 675,924 | 933,988 |
Derivative liability | 4,781,082 | 5,176,915 |
Capital lease obligations, current portion | 2,449 | 2,180 |
Total current liabilities | 5,703,045 | 6,233,006 |
LONG-TERM LIABILITIES: | ||
Notes payable, less current maturities | 86,632 | 330,077 |
Deferred rent | 148,924 | 147,774 |
Capital lease obligations, less current portion | 7,975 | 11,126 |
Total long-term liabilities | 243,531 | 488,977 |
Total liabilities | 5,946,576 | 6,721,983 |
COMMITMENTS AND CONTINGENCIES (Notes 12 and 13) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.00001 par value; 7,000 shares authorized; none issued and outstanding as of December 31, 2015 and 2014 | 0 | 0 |
Common stock, $0.00001 par value; 40,000,000 shares authorized; 858,140 and 756,276 shares issued and outstanding at December 31, 2015 and 2014, respectively | 9 | 8 |
Additional paid-in capital | 66,256,494 | 65,809,195 |
Accumulated deficit | (64,606,700) | (59,111,670) |
Total stockholders’ equity | 1,649,803 | 6,697,533 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 7,596,379 | $ 13,419,516 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
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 | 858,140 | 756,276 |
Common stock, shares outstanding | 858,140 | 756,276 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
COSTS AND EXPENSES: | ||
Research and development | $ 5,158,874 | $ 5,964,453 |
General and administrative | 3,395,360 | 3,704,676 |
Restructuring costs | 203,631 | 221,816 |
Total costs and expenses | 8,757,865 | 9,890,945 |
LOSS FROM OPERATIONS | (8,757,865) | (9,890,945) |
OTHER INCOME (EXPENSE): | ||
Gain on revaluation of derivative warrants | 3,667,826 | 2,285,157 |
Loss on issuance of derivative warrants | (404,150) | 0 |
Interest expense, net | (841) | (446,314) |
Total other income, net | 3,262,835 | 1,838,843 |
NET LOSS | $ (5,495,030) | $ (8,052,102) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ (7.03) | $ (17.53) |
SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS PER COMMON SHARE | 781,975 | 459,266 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
BALANCE at Dec. 31, 2013 | $ 1,699,550 | $ 3 | $ 52,759,115 | $ (51,059,568) |
BALANCE (in shares) at Dec. 31, 2013 | 286,974 | |||
Issuance of common stock and warrants, net of issuance costs | 11,877,143 | $ 4 | 11,877,139 | 0 |
Issuance of common stock and warrants, net of issuance costs (in shares) | 358,333 | |||
Fair value of warrants issued in connection with sale of common stock and recorded as a derivative liability, net of loss on issuance | (4,102,709) | $ 0 | (4,102,709) | 0 |
Issuance of common stock and warrants to extinguish convertible debentures and accrued interest | 4,172,435 | $ 1 | 4,172,434 | 0 |
Issuance of common stock and warrants to extinguish convertible debentures and accrued interest (in shares) | 110,969 | |||
Stock-based compensation | 850,350 | $ 0 | 850,350 | 0 |
Relative fair value of warrants issued with debentures | 254,024 | 0 | 254,024 | 0 |
Cash paid in lieu of fractional shares in reverse stock split | (1,158) | 0 | (1,158) | 0 |
Net loss | (8,052,102) | 0 | 0 | (8,052,102) |
BALANCE at Dec. 31, 2014 | 6,697,533 | $ 8 | 65,809,195 | (59,111,670) |
BALANCE (in shares) at Dec. 31, 2014 | 756,276 | |||
Issuance of common stock and warrants, net of issuance costs | 2,868,000 | $ 1 | 2,867,999 | 0 |
Issuance of common stock and warrants, net of issuance costs (in shares) | 101,727 | |||
Fair value of warrants issued in connection with sale of common stock and recorded as a derivative liability, net of loss on issuance | (2,868,000) | (2,868,000) | ||
Stock-based compensation | 447,300 | $ 0 | 447,300 | 0 |
Cashless option exercise | $ 0 | $ 0 | 0 | 0 |
Cashless option exercise (in Shares) | 833 | 137 | ||
Net loss | $ (5,495,030) | $ 0 | 0 | (5,495,030) |
BALANCE at Dec. 31, 2015 | $ 1,649,803 | $ 9 | $ 66,256,494 | $ (64,606,700) |
BALANCE (in shares) at Dec. 31, 2015 | 858,140 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,495,030) | $ (8,052,102) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 362,502 | 367,197 |
Stock-based compensation | 447,300 | 850,350 |
Non-cash interest expense related to convertible debt | 0 | 426,458 |
Loss on disposal of fixed assets | 1,441 | 2,269 |
Gain on revaluation of derivative warrants | (3,667,826) | (2,285,157) |
Loss on issuance of derivative warrants | 404,150 | 0 |
Changes in: | ||
Prepaid expenses and other current assets | (8,603) | 74,076 |
Accounts payable and accrued liabilities | (258,064) | (228,110) |
Deferred rent | 1,150 | 4,540 |
Cash used in operating activities | (8,212,980) | (8,840,479) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | (58,470) | (29,569) |
Cash used in investing activities | (58,470) | (29,569) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible notes | 0 | 4,000,000 |
Proceeds from issuance of notes payable | 0 | 617,500 |
Payment of notes payable | 0 | (617,500) |
Payments on capital lease obligations | (2,882) | (1,694) |
Reverse stock split fractional shares | 0 | (1,158) |
Proceeds from issuance of common stock and warrants | 3,300,000 | 12,395,965 |
Cash paid for issuance costs | (432,157) | (518,822) |
Payments on long-term obligations | (119,778) | 0 |
Deferred financing costs | (38,569) | 0 |
Cash provided by financing activities | 2,706,614 | 15,874,291 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (5,564,836) | 7,004,243 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 9,422,627 | 2,418,384 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 3,857,791 | 9,422,627 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Exchange of debentures and accrued interest for common stock | 0 | 4,172,435 |
Fair value of warrants issued | 3,272,000 | 4,102,709 |
Relative fair value of warrants issued with debentures | 0 | 254,024 |
Asset acquired by the issuance of a capital lease | 0 | 13,306 |
Cash paid for interest expense | $ 45,542 | $ 3,156 |
NATURE OF BUSINESS, ORGANIZATIO
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2015 | |
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 The Company is a biopharmaceutical company developing compounds for the treatment and imaging of cancer. Prior to February 11, 2014, the name of the Company was Novelos Therapeutics, Inc. (“Novelos”). On April 8, 2011, Novelos entered into a business combination (the “Acquisition”) with Cellectar, Inc., a privately held Wisconsin corporation that designed and developed products to detect, treat and monitor a wide variety of human cancers. References in these financial statements and notes to “Cellectar, Inc.” relate to the activities and financial information of Cellectar, Inc. prior to the Acquisition, references to “Novelos” relate to the activities and financial information of Novelos prior to the Acquisition and references to “Cellectar Bio” or “the Company” or “we” or “us” or “our” relate to the activities and obligations of the combined Company following the Acquisition. 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 incurred losses since inception in devoting substantially all of its efforts toward research and development and has an accumulated deficit of approximately $ 65,000,000 5,495,000 The Company believes that its cash balance at December 31, 2015 is adequate to fund operations at budgeted levels into second quarter 2016. The Company’s ability to execute its operating plan beyond second quarter 2016 depends on its ability to obtain additional funding via the sale of equity and/or debt securities, a strategic transaction or otherwise. The Company plans to continue to actively pursue financing alternatives, but there can be no assurance that it will obtain the necessary funding. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain accounting policies, as described in this note and elsewhere in the accompanying notes to the consolidated financial statements. The consolidated financial statements as of and for the twelve months ended December 31, 2015 are presented on a consolidated basis. Principles of Consolidation The consolidated financial statements include the accounts of the Company and the accounts of its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities. On an on-going basis, management evaluates its estimates including those related to unbilled vendor amounts, share-based compensation and derivative liability valuation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from those estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. Cash and Cash Equivalents All short-term investments purchased with original maturities of three months or less are considered to be cash equivalents. Restricted Cash The Company accounts for cash and claims to cash that are committed for other than current operations as restricted cash. Restricted cash at December 31, 2015 and 2014 consists of a certificate of deposit of $ 55,000 Fixed Assets Property and equipment are stated at cost. Depreciation on property and equipment is provided using the straight-line method over the estimated useful lives of the assets ( 5 10 3 17 Goodwill Intangible assets at December 31, 2015 and 2014 consist of 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 (see Note 4). 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 to four 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. Research and Development Research and development costs are expensed as incurred. Income Taxes Income taxes are accounted for using the liability method of accounting. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement basis and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some portion of the deferred tax assets will not be realized. Management has provided a full valuation allowance against the Company’s gross deferred tax asset. Tax positions taken or expected to be taken in the course of preparing tax returns are required to be evaluated to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. Tax positions deemed not to meet a more-likely-than-not threshold would be recorded as tax expense in the current year. There were no uncertain tax positions that require accrual to or disclosure in the financial statements as of December 31, 2015 and 2014. Comprehensive Loss There were no components of comprehensive loss other than net loss in all of the periods presented. Fair Value of Financial Instruments The guidance under FASB ASC Topic 825, Financial Instruments Derivative Instruments Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist of cash and equivalents on deposit with financial institutions. The Company’s excess cash as of December 31, 2015 and 2014 is on deposit in an interest-bearing transaction account with a well-established financial institution. At times, such amounts may exceed the FDIC insurance limits. As of December 31, 2015, uninsured cash balances totaled approximately $ 3,358,000 Development Stage Entity In June 2014, the FASB published an Accounting Standards Update 2014-10 (ASU 2014-10) that removed the development stage entity guidance under ASC 915 Development Stage Entities, thereby eliminating the financial reporting distinction between development stage entities and other reporting entities. In addition, ASU 2014-10 eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Presentation and disclosure requirements under ASC 915 are no longer required for the first annual period beginning after December 15, 2014, including interim periods therein. Earlier adoption of the new guidance for ASC 915 is permitted for any annual or interim period for which financial statements have not yet been issued for public business entities. Accordingly, the Company elected to adopt these changes effective with the filing of its second quarter Form 10-Q on August 4, 2014. 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. The standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. 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. Leases |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 3. FAIR VALUE In accordance with 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 55,000 494,302 As is discussed further in Note 8, on October 1, 2015, the Company issued Series A warrants to purchase an aggregate of 150,000 28.30 48,273 22.00 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 December 31, 2014 Level 1 Level 2 Level 3 Fair Value Liabilities: Legacy Warrants $ $ 999 $ $ 999 February 2013 Public Offering Warrants 1,127,500 1,127,500 August 2014 Warrants 4,048,416 4,048,416 Total $ $ 4,049,415 $ 1,127,500 $ 5,176,915 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. Year Ended December 31, 2015 2014 Volatility 87.3-90.0 % 100.0-115.0 % Risk-free interest rate 0.82-1.10 % 1.07-2.63 % Expected life (years) 2.14-2.89 3.14-3.89 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. Year Ended 2015 Volatility 97.57 % Risk-free interest rate 1.70 % Expected life (years) 4.75 Dividend 0 % October 1, 2015 Series A Series B Volatility 94.33 % 97.57 % Risk-free interest rate 1.76 % 1.76 % Expected life (years) 5.00 5.00 Dividend 0 % 0 % Year Ended December 31, 2015 2014 Beginning fair value of warrants $ 1,127,500 $ 3,355,000 Fair value of warrants issued in connection with the October 2015 offering 3,272,000 Gain on derivatives resulting from change in fair value (2,332,500) (2,227,500) Ending fair value of warrants $ 2,067,000 $ 1,127,500 To estimate the fair value of the August 2014 Warrants, the Company calculated the weighted average closing price for the trailing 10 trading day period that ended on the balance sheet date. |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill Disclosure [Text Block] | 4. GOODWILL The Company has recorded goodwill of $ 1,675,462 The Company is required to perform an annual impairment test related to goodwill which is performed in the fourth quarter of each year, or sooner if changes in circumstances suggest that the carrying value of an asset may not be recoverable. Due to the decline in our stock price during the fourth quarter, we experienced a significant decrease in the excess market capitalization over carrying value of the Company. As a result, we performed certain procedures to ensure that the quoted value of our stock was representative of the fair value. We reviewed the recent volume of trading, who was trading, price trends of industry peers, actual industry control premiums, and other factors. Through this analysis we concluded that the quoted value was reflective of the fair value of our stock and that the market capitalization was reliable for purposes of this test. Our analysis concluded that as of December 31, 2015, goodwill was not impaired. |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 5. FIXED ASSETS 2015 2014 Office and laboratory equipment $ 3,345,353 $ 3,317,386 Computer software 4,000 4,000 Leasehold improvements 2,324,672 2,324,672 Total fixed assets 5,674,025 5,646,058 Less accumulated depreciation and amortization (3,945,554) (3,612,114) Fixed assets, net $ 1,728,471 $ 2,033,944 For the years ended December 31, 2015 and 2014, the Company incurred approximately $ 363,000 367,000 The decline in our stock price during the fourth quarter and continuing losses resulted in a triggering event that required an impairment review of non-current assets. We performed a step 1 impairment assessment of our non-current assets by preparing a probability weighted cash flow forecast. Such an analysis is highly subjective given, the risk associated with the development, approval and marketing of our products, and the extended time required to bring our products to market. As a result, we utilized low probability weighted assumptions to reflect the risk and extended time period before which positive cash flows will be generated. This analysis indicated that the un-discounted cash flows exceeded the carrying amount and no impairment was evident. |
AGREEMENTS
AGREEMENTS | 12 Months Ended |
Dec. 31, 2015 | |
Collaborative And License Arrangement Disclosure [Abstract] | |
Collaborative And License Arrangement Disclosure [Text Block] | 6. AGREEMENTS 2003 License Agreement with the University of Michigan In September 2003, Cellectar, Inc. entered into an exclusive license agreement (the “U. Mich. License”) with the Regents of the University of Michigan, (“U. Mich.”) for the development, manufacture and marketing of products under several composition-of-matter patents in North America that expire in December 2016 10,000 50,000 100,000 200,000 if sales in the first 12 months are less than the amount of the milestone, then we are required to pay 50% of all sales until the milestone is satisfied. 400,000 3 if the sublicense fee payable to the Company is between 4% and 5% of net sales, then the royalties payable to U. Mich. Shall be equal to 50% of the sublicense fee. 10 The Company incurred expenses of approximately $ 500 2015 Material Transfer Arrangement with Pierre Fabre On December 14, 2015 the Company entered into an arrangement (the “MTA”) with Institut de Recherche Pierre Fabre (“IRPF”). Under this arrangement, IRPF will provide a selection of its proprietary cytotoxics to the Company for use in an in vivo proof-of-concept study to evaluate the potential to create new drug conjugates (“NDCs”) in combination with the Company’s proprietary Phospholipid Drug Conjugate platform technology. The Company will own all intellectual property associated with the NDCs developed as part of the research collaboration. If the Company decides to further develop any of the NDCs for preclinical studies, the Company will enter into good faith discussions with IRPF to acquire an option to in-license the IRPF Materials. In the event that the Company proposes to enter into a business relationship with a third party for advancement of the NDCs, the Company will grant IRPF a right of first refusal to enter into the same business relationship, which will be exercisable by IRPF within 60 days. In the event that the Company does not choose to further develop the NDCs for preclinical studies and IRPF desires to do so within four years following expiration of this arrangement, the Company and IRPF will enter into good faith business discussions relating to IRPF’s use of the results of the study and certain of the Company’s proprietary technologies relating to the IRPF Materials. The Company has agreed to perform the study by December 14, 2017, and the Company’s obligation to grant a right of first refusal will continue for four years following the date on which the Company provides the results of the study to IRPF. |
LONG-TERM NOTES PAYABLE
LONG-TERM NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Notes Payable Disclosure [Text Block] | 7. LONG-TERM NOTES PAYABLE On September 15, 2010, Cellectar, Inc. entered into certain loan agreements with the Wisconsin Department of Commerce (the “WDOC Notes”) to borrow a total of $ 450,000 2 April 30, 2015 12 Monthly payments of $20,665 for principal and interest commenced on May 1, 2015 and continue for 23 equal installments with the final installment of any remaining unpaid principal and interest due on April 1, 2017. Years ending December 31, 2016 $ 243,590 2017 86,632 $ 330,222 The Company recorded interest expense related to these notes of approximately $ 4,000 17,000 On February 6, 2014, the Company sold $ 4,000,000 400,000 4,000,000 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 8. STOCKHOLDERS’ EQUITY October 2015 Registered Direct Offering On October 1, 2015, the Company completed a registered direct offering of 101,727 48,273 22.00 In a concurrent private placement (the “2015 Private Placement” and, together with the 2015 Registered Offering, the “2015 Offerings”), the Company issued a Series A warrant (the “Series A Warrants” and, together with the Shares and the Pre-Funded Warrants, the “Securities”) to purchase one share of our common stock for each share of common stock purchased or pre-funded in the Registered Offering. The Series A Warrants cover, in the aggregate, 150,000 28.30 3,300,000 2,868,000 404,000 404,150 3,750 28.30 61,000 Under the terms of the 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 per share, the number of shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants will be increased to equal (i) the product of the then-effective warrant share purchase price multiplied by the number of shares of Common Stock for which the Pre-Funded Warrants may be exercised, divided by (ii) the Dilutive Price. Following any such adjustment, the warrant share purchase price shall be adjusted to equal the Dilutive Price. Similarly, until the Company completes an equity financing with gross proceeds of at least $ 10.0 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 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. 2014 Reverse Stock Split and Recapitalization At the annual meeting of stockholders held on May 22, 2014, the Company’s stockholders approved an amendment to our certificate of incorporation to effect a reverse split of the Company’s common stock at a ratio between 1:10 to 1:20 in order to satisfy requirements for the 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 would be reduced from 150,000,000 to the greater of (A) 20,000,000 and (B) the number of shares equal to three (3) times the sum of the number of all shares of common stock outstanding and the number of shares of common stock issuable upon exercise or conversion of all outstanding options, warrants and convertible debt. 1-for-20 reverse split 20,000,000 150,000,000 August 2014 Underwritten Offering On August 20, 2014, the Company completed an underwritten public offering of 358,333 383,333 46.80 August 20, 2019 37.50 13,475,832 11,877,143 6.4 1,598,689 9,699 46.88 275,000 The warrant exercise price for all warrants issued as part of the August 2014 Underwritten Offering and the common stock issuable pursuant to such warrants is subject to adjustment only for stock dividends, stock splits and similar capital reorganizations so that the rights of the warrant holders after such events will be equivalent to the rights of the warrant holders prior to such events. As discussed in Note 1A above, since the warrants have a certain type of cash settlement feature, the Company has determined that these warrants should be classified as a derivative liability. Due to the issuance of common stock at $37.50 per share as part August 2014 Underwritten Offering, the remaining outstanding warrants issued as part of the February 2013 Public Offering, as well as the Legacy Warrants (see Note 3) were adjusted to reflect the revised exercise price of $ 37.50 As a result of the August 2014 Underwritten Offering, the Company’s common stock and the warrants issued in the offering were listed on the NASDAQ Capital Market under the ticker symbols CLRB and CLRBW, respectively. August 2014 Debenture Tender and Exchange In conjunction with the August 2014 Underwritten Offering, all of the debenture holders elected to participate in the offering of common stock and warrants at the combined offering price of $ 37.60 4,000,000 172,435 110,969 110,969 46.80 Registration Rights In connection with securities purchase agreements entered into on April 8, 2011 with certain accredited investors, the Company is subject to certain registration requirements. The Company filed a registration statement with the SEC on July 17, 2012 covering the resale of 20,000 1.5 5 Additionally, in connection with registered offerings of common stock and warrants during 2013, 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 Offering Number of Shares Exercise Expiration Date October 2015 Registered Offering (1) 150,000 $ 28.30 April 1,2021 October 2015 Private Placement (1) 48,273 $ 22.00 October 1, 2020 October 2015 Offering Placement Agent 3,750 $ 28.30 October 1, 2020 August 2014 Public Offering (1) 504,001 $ 46.80 August 20, 2019 February 2013 Public Offering (1) 55,000 $ 22.00 (2) February 20, 2018 February 2013 Public Offering Placement Agents 3,850 $ 125.00 February 4, 2018 November 2012 Private Placement 5,000 $ 250.00 November 2, 2017 June 2012 Public Offering 14,907 $ 250.00 June 13, 2017 December 2011 Underwritten Offering 46,241 $ 120.00 December 6, 2016 April 2011 Private Placement 30,292 $ 150.00 March 31, 2016 Total 861,314 (1) These warrants have a certain type of cash settlement feature or their exercise prices or 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, with the exception of 9,699 (2) Due to the issuance of common stock at $ 22.00 22.00 Reserved Shares December 31, 2015 2014 Warrants 861,314 660,410 Stock options 70,916 71,947 Total number of shares reserved for future issuance 932,230 732,357 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 9. STOCK-BASED COMPENSATION 2015 Stock Incentive Plan. The 2015 Stock Incentive Plan (the “2015 Plan”) was approved for a total of 70,000 106,577 2006 Stock Option Plan. Prior to the approval of the 2015 Stock Incentive Plan, option grants to directors and employees were made under the 2006 Plan. A total of 70,000 Accounting for Stock-Based Compensation Year Ended December 31, 2015 2014 Employee and director stock option grants: Research and development $ 130,901 $ 174,666 General and administrative 317,257 621,563 Restructuring costs 47,853 448,158 844,082 Non-employee consultant stock option grants: Research and development (858) 6,268 General and administrative (858) 6,268 Total stock-based compensation $ 447,300 $ 850,350 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 required service period which is generally 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. The Company records stock-based compensation expense only for those awards that are expected to vest. A forfeiture rate is estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. An annual forfeiture rate of 2 0 Year Ended December 31, 2015 2014 Volatility 106%-107 % 107%-109 % Risk-free interest rate 1.70%-1.95 % 1.76%-1.83 % Expected life (years) 6 6 Dividend 0 % 0 % Weighted-average exercise price $ 26.50 $ 36.90 Weighted-average grant-date fair value $ 21.60 $ 30.10 Stock Option Activity Number of Weighted Weighted Aggregate Outstanding at December 31, 2013 63,466 $ 180.70 Granted 12,030 $ 36.90 Expired (1,844) $ 241.90 Forfeited (1,706) $ 145.80 Outstanding at December 31, 2014 71,946 $ 155.90 Granted 46,520 $ 26.50 Exercised (833) $ 27.40 Expired (18,340) $ 241.80 Forfeited (28,377) $ 82.20 Outstanding at December 31, 2015 70,916 79.80 Vested, December 31, 2015 23,683 $ 180.70 5.70 $ Unvested, December 31, 2015 47,233 $ 29.20 9.35 $ Exercisable at December 31, 2015 23,683 $ 180.70 5.70 $ Exercise prices for all grants made during the twelve months ended December 31, 2015 and 2014 were equal to or greater than the market value of the Company’s common stock on the date of grant. 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 were 833 The weighted-average grant-date fair value of options granted during the years ended December 31, 2015 and 2014 was $ 21.60 30.10 449,649 936,310 125.70 23.90 145.50 46.70 The weighted average grant date fair value of options expired during the years ended December 31, 2015 and December 31, 2014 was $ 126.10 196.21 47.09 58.70 9,466 10,912 38,555 39,144 65.99 As of December 31, 2015, there was $ 964,935 376,553 292.060 206,132 90,190 46,404 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 10. INCOME TAXES 2015 2014 Tax provision (benefit) Current Federal $ $ State Total current Deferred Federal (3,105,641) (3,868,524) State 42,562 810,914 Total deferred (3,063,079) (3,057,610) Change in valuation allowance 3,063,079 3,057,610 Total $ $ 2015 2014 Deferred tax assets Federal net operating loss $ 32,565,906 $ 29,246,965 Federal research and development tax credit carryforwards 2,858,628 2,689,775 State net operating loss 1,812,722 1,813,954 State research and development tax credit carryforwards 806,568 753,818 Capitalized research and development expenses 9,883,932 10,609,942 Stock-based compensation expense 1,993,664 1,758,909 Charitable contributions carryforwards 340 Intangible assets 253,971 313,412 Charitable contribution carryforwards Accrued liabilities 35,332 35,392 Total deferred tax assets 50,211,063 47,222,167 Deferred tax liabilities Depreciable assets (171,602) (245,785) Total deferred tax liabilities (171,602) (245,785) Net deferred tax assets 50,039,461 46,976,382 Less valuation allowance (50,039,461) (46,976,382) Total deferred tax assets $ $ Year ended December 31, 2015 2014 Income tax benefit using U.S. federal statutory rate 34.00 % 34.00 % State income taxes (0.50) % (6.65) % Permanent items 23.18 % 9.62 % Change in valuation allowance (55.76) % (37.98) % Other (0.92) % 1.01 % Total % % As of December 31, 2015, the Company had federal and state net operating loss carryforwards (“NOLs”) of approximately $ 95,782,000 34,530,000 2018 through 2034 2015 through 2034, 2,859,000 1,222,000 2018 through 2033 2018 through 2028 Because of the Company’s limited operating history, continuing losses and uncertainty associated with the utilization of the NOLs in the future, management has provided a full allowance against the gross deferred tax asset. The Company did not have unrecognized tax benefits or accrued interest and penalties at any time during the years ended December 31, 2015 or 2014, and does not anticipate having unrecognized tax benefits over the next twelve months. The Company is subject to audit by the IRS and state taxing authorities for tax periods commencing January 1, 2009. Additionally, the Company may be subject to examination by the IRS for years beginning prior to January 1, 2009 as a result of its NOLs. However, any adjustment related to these periods would be limited to the amount of the NOL generated in the year(s) under examination. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 11. NET LOSS PER SHARE Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss, 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. Since there is a net loss attributable to common stockholders for the years ended December 31, 2015 and 2014, the inclusion of common stock equivalents in the computation for those periods would be antidilutive. Accordingly, basic and diluted net loss per share is the same for all periods presented. Year Ended December 31, 2015 2014 Warrants 861,314 660,410 Stock options 70,916 71,947 |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 12. COMMITMENTS Real Property Leases On September 5, 2007, Cellectar, Inc. entered into a 36-month lease for office and manufacturing space, commencing September 15, 2007. The lease provides for the option to extend the lease under its current terms for seven additional two-year terms. Rent was $ 8,050 3 1,140 3,400 3 17 The Company is required to remove certain alterations, additions and improvements upon termination of the lease that altered a portion of the rentable space. In no event shall the cost of such removal, at commercially reasonable rates, paid by the Company exceed $ 55,000 In February 2014, the Company exercised its option to extend the lease for an additional two-year term that commenced on September 15, 2014 and continues through September 14, 2016 (see Note 17). Years ending December 31, 2016 $ 88,000 Thereafter $ 88,000 Rent expense was approximately $ 142,000 180,000 |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters and Contingencies [Text Block] | 13. 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. On August 14, 2015 we received a notice from NASDAQ of non-compliance with its continuing listing rules, namely that our stockholders’ equity at June 30, 2015 of $2,373,371, as reported in our Form 10-Q for the quarter then ended, was less than $2,500,000 minimum. The failure to meet continuing compliance standards subjects our common stock to delisting. We have requested, and the NASDAQ has granted, a hearing to be conducted in March 2016, at which the Company will request an extension of time to effect transactions to allow us to regain compliance and to report the same. On January 21, 2016 we received a notice from NASDAQ of non-compliance with its listing rules regarding the requirement that the listed securities maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement. However, the Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance (see Note 17). |
EMPLOYEE RETIREMENT PLAN
EMPLOYEE RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | 14. EMPLOYEE RETIREMENT PLAN The Company has a defined contribution plan under Section 401(k) of the Internal Revenue Code that allows eligible employees who meet minimum age requirements to contribute a portion of their annual compensation on a pre-tax basis. The Company has not made any matching contributions under this plan. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 15. RELATED PARTY TRANSACTIONS The Company’s Chief Scientific Officer and principal founder of Cellectar, Inc. and a director and shareholder of the Company, is a faculty member at the University of Wisconsin-Madison (“UW”). During 2015 the Company incurred approximately $ 178,000 290,000 |
RESTRUCTURING COSTS AND OTHER C
RESTRUCTURING COSTS AND OTHER CORPORATE CHANGES | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | 16. RESTRUCTURING COSTS AND OTHER CORPORATE CHANGES On June 15, 2015, the Company appointed a new President and Chief Executive Officer, who was also named to the Company’s Board as a Class II director. The former President, Chief Executive Officer and Class II director retired from each of those positions. In addition, during third quarter 2015 the Company eliminated certain personnel positions, which resulted in restructuring charges of approximately $ 204,000 Restructuring costs in 2014 related primarily to the restructuring of the Company’s management and was composed of approximately $208,000 for severance and stock-based compensation. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 17. SUBSEQUENT EVENTS Reverse Stock 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 40,000,000 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 3,286,385 492,957 492,957 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 Pursuant to the Warrant Restructuring Agreement, the Company also agreed with the 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. On April 20, 2016, the Company issued to each of those holders, pursuant to the amendment, a new warrant to purchase 300,006 2.13 As a result of the amendment to the 2015 Series A Warrant agreement eliminating any future price adjustment potential in the 2015 Series A Warrants, and the settlement of the 2015 Series B Warrants due to their having been exercised, the fair value of these warrants on the date of amendment or settlement, respectively, has been reclassified to equity. Nasdaq Listing At a hearing on March 31, 2016, the Company requested, and Nasdaq granted, an extension through May 16, 2016, to effect transactions to allow us to regain compliance with Nasdaq’s continuing listing rules and to report the same. On April 20, 2016, the Company closed the 2016 Underwritten Offering, and on May 16, 2016, Nasdaq issued a determination that the Company had evidenced compliance with all requirements for continued listing on The Nasdaq Capital Market and, accordingly, the listing qualifications matter had been closed. Real Property Lease In March 2016, the Company exercised its option to extend the lease for its primary office and manufacturing space for an additional two-year |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [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 intercompany accounts and transactions have been eliminated in consolidation |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities. On an on-going basis, management evaluates its estimates including those related to unbilled vendor amounts, share-based compensation and derivative liability valuation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from those estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents All short-term investments purchased with original maturities of three months or less are considered to be cash equivalents. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash The Company accounts for cash and claims to cash that are committed for other than current operations as restricted cash. Restricted cash at December 31, 2015 and 2014 consists of a certificate of deposit of $ 55,000 |
Property, Plant and Equipment, Policy [Policy Text Block] | Fixed Assets Property and equipment are stated at cost. Depreciation on property and equipment is provided using the straight-line method over the estimated useful lives of the assets ( 5 10 3 17 |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Intangible assets at December 31, 2015 and 2014 consist of 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 (see Note 4). |
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 to four 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. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development costs are expensed as incurred. |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for using the liability method of accounting. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement basis and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some portion of the deferred tax assets will not be realized. Management has provided a full valuation allowance against the Company’s gross deferred tax asset. Tax positions taken or expected to be taken in the course of preparing tax returns are required to be evaluated to determine whether the tax positions are “more likely than not” to be sustained by the applicable tax authority. Tax positions deemed not to meet a more-likely-than-not threshold would be recorded as tax expense in the current year. There were no uncertain tax positions that require accrual to or disclosure in the financial statements as of December 31, 2015 and 2014. |
Comprehensive Loss Policy [Policy Text Block] | Comprehensive Loss There were no components of comprehensive loss other than net loss in all of the periods presented. |
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 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist of cash and equivalents on deposit with financial institutions. The Company’s excess cash as of December 31, 2015 and 2014 is on deposit in an interest-bearing transaction account with a well-established financial institution. At times, such amounts may exceed the FDIC insurance limits. As of December 31, 2015, uninsured cash balances totaled approximately $ 3,358,000 |
Development Stage Entity, Policy [Policy Text Block] | Development Stage Entity In June 2014, the FASB published an Accounting Standards Update 2014-10 (ASU 2014-10) that removed the development stage entity guidance under ASC 915 Development Stage Entities, thereby eliminating the financial reporting distinction between development stage entities and other reporting entities. In addition, ASU 2014-10 eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Presentation and disclosure requirements under ASC 915 are no longer required for the first annual period beginning after December 15, 2014, including interim periods therein. Earlier adoption of the new guidance for ASC 915 is permitted for any annual or interim period for which financial statements have not yet been issued for public business entities. Accordingly, the Company elected to adopt these changes effective with the filing of its second quarter Form 10-Q on August 4, 2014. |
Liquidity 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. The standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. 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. |
Lease, Policy [Policy Text Block] | Leases |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 December 31, 2015 and 2014: 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 December 31, 2014 Level 1 Level 2 Level 3 Fair Value Liabilities: Legacy Warrants $ $ 999 $ $ 999 February 2013 Public Offering Warrants 1,127,500 1,127,500 August 2014 Warrants 4,048,416 4,048,416 Total $ $ 4,049,415 $ 1,127,500 $ 5,176,915 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The following table summarizes the modified option-pricing assumptions used at the issuance date: October 1, 2015 Series A Series B Volatility 94.33 % 97.57 % Risk-free interest rate 1.76 % 1.76 % Expected life (years) 5.00 5.00 Dividend 0 % 0 % |
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. Year Ended December 31, 2015 2014 Beginning fair value of warrants $ 1,127,500 $ 3,355,000 Fair value of warrants issued in connection with the October 2015 offering 3,272,000 Gain on derivatives resulting from change in fair value (2,332,500) (2,227,500) Ending fair value of warrants $ 2,067,000 $ 1,127,500 |
2013 Warrants [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The following table summarizes the modified option-pricing assumptions used: Year Ended December 31, 2015 2014 Volatility 87.3-90.0 % 100.0-115.0 % Risk-free interest rate 0.82-1.10 % 1.07-2.63 % Expected life (years) 2.14-2.89 3.14-3.89 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: Year Ended 2015 Volatility 97.57 % Risk-free interest rate 1.70 % Expected life (years) 4.75 Dividend 0 % |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Fixed assets consisted of the following at December 31: 2015 2014 Office and laboratory equipment $ 3,345,353 $ 3,317,386 Computer software 4,000 4,000 Leasehold improvements 2,324,672 2,324,672 Total fixed assets 5,674,025 5,646,058 Less accumulated depreciation and amortization (3,945,554) (3,612,114) Fixed assets, net $ 1,728,471 $ 2,033,944 |
LONG-TERM NOTES PAYABLE (Tables
LONG-TERM NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | As of December 31, 2015, notes payable mature as follows: Years ending December 31, 2016 $ 243,590 2017 86,632 $ 330,222 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 December 31, 2015. Offering Number of Shares Exercise Expiration Date October 2015 Registered Offering (1) 150,000 $ 28.30 April 1,2021 October 2015 Private Placement (1) 48,273 $ 22.00 October 1, 2020 October 2015 Offering Placement Agent 3,750 $ 28.30 October 1, 2020 August 2014 Public Offering (1) 504,001 $ 46.80 August 20, 2019 February 2013 Public Offering (1) 55,000 $ 22.00 (2) February 20, 2018 February 2013 Public Offering Placement Agents 3,850 $ 125.00 February 4, 2018 November 2012 Private Placement 5,000 $ 250.00 November 2, 2017 June 2012 Public Offering 14,907 $ 250.00 June 13, 2017 December 2011 Underwritten Offering 46,241 $ 120.00 December 6, 2016 April 2011 Private Placement 30,292 $ 150.00 March 31, 2016 Total 861,314 (1) These warrants have a certain type of cash settlement feature or their exercise prices or 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, with the exception of 9,699 (2) Due to the issuance of common stock at $ 22.00 22.00 |
Reserved For Future Issuance Upon Exercise Of Stock Options And Warrants Or Conversion Of Debt Text Block [Table Text Block] | The following shares were reserved for future issuance upon exercise of stock options and warrants: December 31, 2015 2014 Warrants 861,314 660,410 Stock options 70,916 71,947 Total number of shares reserved for future issuance 932,230 732,357 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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: Year Ended December 31, 2015 2014 Employee and director stock option grants: Research and development $ 130,901 $ 174,666 General and administrative 317,257 621,563 Restructuring costs 47,853 448,158 844,082 Non-employee consultant stock option grants: Research and development (858) 6,268 General and administrative (858) 6,268 Total stock-based compensation $ 447,300 $ 850,350 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following table summarizes weighted-average values and assumptions used for options granted to employees, directors and consultants in the periods indicated: Year Ended December 31, 2015 2014 Volatility 106%-107 % 107%-109 % Risk-free interest rate 1.70%-1.95 % 1.76%-1.83 % Expected life (years) 6 6 Dividend 0 % 0 % Weighted-average exercise price $ 26.50 $ 36.90 Weighted-average grant-date fair value $ 21.60 $ 30.10 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity is as follows: Number of Weighted Weighted Aggregate Outstanding at December 31, 2013 63,466 $ 180.70 Granted 12,030 $ 36.90 Expired (1,844) $ 241.90 Forfeited (1,706) $ 145.80 Outstanding at December 31, 2014 71,946 $ 155.90 Granted 46,520 $ 26.50 Exercised (833) $ 27.40 Expired (18,340) $ 241.80 Forfeited (28,377) $ 82.20 Outstanding at December 31, 2015 70,916 79.80 Vested, December 31, 2015 23,683 $ 180.70 5.70 $ Unvested, December 31, 2015 47,233 $ 29.20 9.35 $ Exercisable at December 31, 2015 23,683 $ 180.70 5.70 $ |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2015 2014 Tax provision (benefit) Current Federal $ $ State Total current Deferred Federal (3,105,641) (3,868,524) State 42,562 810,914 Total deferred (3,063,079) (3,057,610) Change in valuation allowance 3,063,079 3,057,610 Total $ $ |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets consisted of the following at December 31: 2015 2014 Deferred tax assets Federal net operating loss $ 32,565,906 $ 29,246,965 Federal research and development tax credit carryforwards 2,858,628 2,689,775 State net operating loss 1,812,722 1,813,954 State research and development tax credit carryforwards 806,568 753,818 Capitalized research and development expenses 9,883,932 10,609,942 Stock-based compensation expense 1,993,664 1,758,909 Charitable contributions carryforwards 340 Intangible assets 253,971 313,412 Charitable contribution carryforwards Accrued liabilities 35,332 35,392 Total deferred tax assets 50,211,063 47,222,167 Deferred tax liabilities Depreciable assets (171,602) (245,785) Total deferred tax liabilities (171,602) (245,785) Net deferred tax assets 50,039,461 46,976,382 Less valuation allowance (50,039,461) (46,976,382) Total deferred tax assets $ $ |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations is as follows: Year ended December 31, 2015 2014 Income tax benefit using U.S. federal statutory rate 34.00 % 34.00 % State income taxes (0.50) % (6.65) % Permanent items 23.18 % 9.62 % Change in valuation allowance (55.76) % (37.98) % Other (0.92) % 1.01 % Total % % |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 loss per share since their inclusion would be antidilutive: Year Ended December 31, 2015 2014 Warrants 861,314 660,410 Stock options 70,916 71,947 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Years ending December 31, 2016 $ 88,000 Thereafter $ 88,000 |
NATURE OF BUSINESS, ORGANIZAT33
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net Income (Loss) Attributable to Parent, Total | $ 5,495,030 | $ 8,052,102 |
Accumulated deficit | $ (64,606,700) | $ (59,111,670) |
SUMMARY OF SIGNIFICANT ACCOUN34
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Certificates of Deposit, at Carrying Value | $ 55,000 | $ 55,000 | |
Lease Term | 2 years | 3 years | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 7,475,751 | 5,494,388 | |
Cash, Uninsured Amount | $ 3,358,000 | ||
Minimum [Member] | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Maximum [Member] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment, Useful Life | 17 years |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Liabilities: | ||
Warrants | $ 4,781,082 | $ 5,176,915 |
February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Warrants | 209,000 | 1,127,500 |
Legacy Warrants [Member] | ||
Liabilities: | ||
Warrants | 999 | |
August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 2,714,000 | 4,048,416 |
October 2015 Warrants [Member] | ||
Liabilities: | ||
Warrants | 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] | Legacy Warrants [Member] | ||
Liabilities: | ||
Warrants | 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 | |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Warrants | 2,714,000 | 4,049,415 |
Fair Value, Inputs, Level 2 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Legacy Warrants [Member] | ||
Liabilities: | ||
Warrants | 999 | |
Fair Value, Inputs, Level 2 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Warrants | 2,714,000 | 4,048,416 |
Fair Value, Inputs, Level 2 [Member] | October 2015 Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Warrants | 2,067,000 | 1,127,500 |
Fair Value, Inputs, Level 3 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Warrants | 209,000 | 1,127,500 |
Fair Value, Inputs, Level 3 [Member] | Legacy Warrants [Member] | ||
Liabilities: | ||
Warrants | 0 | |
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 | $ 1,858,000 |
FAIR VALUE (Details 1)
FAIR VALUE (Details 1) - 2013 Warrants [Member] | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Dividend | 0.00% | 0.00% |
Maximum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Volatility | 90.00% | 115.00% |
Risk-free interest rate | 1.10% | 2.63% |
Expected life (years) | 2 years 10 months 20 days | 3 years 10 months 20 days |
Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Volatility | 87.30% | 100.00% |
Risk-free interest rate | 0.82% | 1.07% |
Expected life (years) | 2 years 1 month 20 days | 3 years 1 month 20 days |
FAIR VALUE (Details 2)
FAIR VALUE (Details 2) - 2015 Warrants [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Volatility | 97.57% |
Risk-free interest rate | 1.70% |
Expected life (years) | 4 years 9 months |
Dividend | 0.00% |
FAIR VALUE (Details 3)
FAIR VALUE (Details 3) | Oct. 01, 2015 |
Series A Warrants [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Volatility | 94.33% |
Risk-free interest rate | 1.76% |
Expected life (years) | 5 years |
Dividend | 0.00% |
Series B Warants [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Volatility | 97.57% |
Risk-free interest rate | 1.76% |
Expected life (years) | 5 years |
Dividend | 0.00% |
FAIR VALUE (Details 4)
FAIR VALUE (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Gain on derivatives resulting from change in fair value | $ 3,667,826 | $ 2,285,157 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning fair value of warrants | 1,127,500 | 3,355,000 |
Fair value of warrants issued in connection with the October 2015 offering | 3,272,000 | 0 |
Gain on derivatives resulting from change in fair value | (2,332,500) | (2,227,500) |
Ending fair value of warrants | $ 2,067,000 | $ 1,127,500 |
FAIR VALUE (Details Textual)
FAIR VALUE (Details Textual) - $ / shares | 1 Months Ended | ||||
Feb. 20, 2014 | Dec. 31, 2015 | Oct. 01, 2015 | Aug. 20, 2014 | 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 | 861,314 | 9,699 | |||
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, Inputs, Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Class of Warrant or Right, Outstanding | 494,302 | ||||
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 | 150,000 | ||||
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 | 48,273 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 22 |
GOODWILL (Details Textual)
GOODWILL (Details Textual) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill [Line Items] | ||
Goodwill | $ 1,675,462 | $ 1,675,462 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | $ 5,674,025 | $ 5,646,058 |
Less- accumulated depreciation and amortization | (3,945,554) | (3,612,114) |
Fixed assets, net | 1,728,471 | 2,033,944 |
Office and laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | 3,345,353 | 3,317,386 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | 4,000 | 4,000 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | $ 2,324,672 | $ 2,324,672 |
FIXED ASSETS (Details Textual)
FIXED ASSETS (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation, Depletion and Amortization, Total | $ 362,502 | $ 367,197 |
AGREEMENTS (Details Textual)
AGREEMENTS (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2003 | Dec. 31, 2015 | Dec. 31, 2014 | |
Maximum [Member] | |||
Schedule of License Agreements [Line Items] | |||
Future Milestone Payments | $ 200,000 | ||
Minimum [Member] | |||
Schedule of License Agreements [Line Items] | |||
Future Milestone Payments | $ 100,000 | ||
University Of Michigan Agreement [Member] | |||
Schedule of License Agreements [Line Items] | |||
Agreement Expiration Period | Dec. 31, 2016 | ||
Payment Of License Fee | $ 10,000 | ||
Milestone Payment Method Description | if sales in the first 12 months are less than the amount of the milestone, then we are required to pay 50% of all sales until the milestone is satisfied. | ||
Future Milestone Payments | $ 400,000 | ||
Percentage Of Royalty Revenue | 3.00% | ||
Payment Of Sublicense Fee Description | if the sublicense fee payable to the Company is between 4% and 5% of net sales, then the royalties payable to U. Mich. Shall be equal to 50% of the sublicense fee. | ||
Percentage Of Revenue Received In Kind | 10.00% | ||
Reimbursement Of Patent Maintenance Fees | $ 500 | $ 500 | |
University Of Michigan Agreement [Member] | New Drug Application [Member] | |||
Schedule of License Agreements [Line Items] | |||
Payment Of Milestone Expenses | $ 50,000 |
LONG-TERM NOTES PAYABLE (Detail
LONG-TERM NOTES PAYABLE (Details) | Dec. 31, 2015USD ($) |
2,016 | $ 243,590 |
2,017 | 86,632 |
Long-term Debt | $ 330,222 |
LONG-TERM NOTES PAYABLE (Deta46
LONG-TERM NOTES PAYABLE (Details Textual) - USD ($) | Feb. 06, 2014 | Sep. 15, 2010 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2010 |
Long-term Debt, Gross | $ 450,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 12.00% | ||||
Unpaid Principal And Interest Description | Monthly payments of $20,665 for principal and interest commenced on May 1, 2015 and continue for 23 equal installments with the final installment of any remaining unpaid principal and interest due on April 1, 2017. | ||||
Interest Expense, Long-term Debt, Total | $ 4,000 | $ 17,000 | |||
Payment For Convertible Debentures | $ 4,000,000 | ||||
Convertible Debentures And Warrants To Purchase Common Stock | 400,000 | ||||
Convertible Debt | $ 4,000,000 | ||||
Interest And Principal Payments Period | Apr. 30, 2015 | ||||
Wisconsin Department Of Commerce [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 2.00% |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Aug. 20, 2014 | ||
Class of Warrant or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 861,314 | 9,699 | |
October 2015 Registered Offering [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | [1] | 150,000 | |
Exercise Price (in dollars per share) | [1] | $ 28.30 | |
Warrants Expiration Date | [1] | Apr. 1, 2021 | |
October 2015 Private Placement [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | [1] | 48,273 | |
Exercise Price (in dollars per share) | [1] | $ 22 | |
Warrants Expiration Date | [1] | Oct. 1, 2020 | |
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) | $ 28.30 | ||
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) | [1] | 504,001 | |
Exercise Price (in dollars per share) | [1] | $ 46.80 | |
Warrants Expiration Date | [1] | Aug. 20, 2019 | |
February 2013 Public Offering [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | [1] | 55,000 | |
Exercise Price (in dollars per share) | [1],[2] | $ 22 | |
Warrants Expiration Date | [1] | Feb. 20, 2018 | |
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) | 3,850 | ||
Exercise Price (in dollars per share) | $ 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) | $ 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) | 14,907 | ||
Exercise Price (in dollars per share) | $ 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) | 46,241 | ||
Exercise Price (in dollars per share) | $ 120 | ||
Warrants Expiration Date | Dec. 6, 2016 | ||
April 2011 Private Placement [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 30,292 | ||
Exercise Price (in dollars per share) | $ 150 | ||
Warrants Expiration Date | Mar. 31, 2016 | ||
[1] | These warrants have a certain type of cash settlement feature or their exercise prices or 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, with the exception of 9,699 warrants issued in August 2014. | ||
[2] | Due to the issuance of common stock at $22.00 per share as part of the October 2015 Registered Offering, the remaining outstanding warrants issued as part of the February 2013 Public Offering were adjusted to reflect the revised exercise price of $22.00 each. |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Number Of Shares Reserved For Future Issuance | 932,230 | 732,357 |
Warrant [Member] | ||
Number Of Shares Reserved For Future Issuance | 861,314 | 660,410 |
Stock options [Member] | ||
Number Of Shares Reserved For Future Issuance | 70,916 | 71,947 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | May 04, 2016 | Oct. 01, 2015 | Jun. 13, 2014 | Aug. 20, 2014 | May 22, 2014 | Jul. 17, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 06, 2014 | |
Class of Warrant or Right [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 9,699 | 861,314 | ||||||||
Proceeds from Issuance or Sale of Equity | $ 13,475,832 | |||||||||
Proceeds from (Repurchase of) Equity | 11,877,143 | |||||||||
Payments of Stock Issuance Costs | $ 1,598,689 | $ 432,157 | $ 518,822 | |||||||
Resale Of Shares Of Common Stock | 20,000 | |||||||||
Percentage Of Liquidated Damages Per Month | 5.00% | |||||||||
Common Stock, Shares Authorized | 20,000,000 | 40,000,000 | 40,000,000 | 150,000,000 | ||||||
Stockholders' Equity, Reverse Stock Split | 1-for-10 reverse split | 1-for-20 reverse split | At the annual meeting of stockholders held on May 22, 2014, the Companys stockholders approved an amendment to our certificate of incorporation to effect a reverse split of the Companys common stock at a ratio between 1:10 to 1:20 in order to satisfy requirements for the listing of the Companys 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 would be reduced from 150,000,000 to the greater of (A) 20,000,000 and (B) the number of shares equal to three (3) times the sum of the number of all shares of common stock outstanding and the number of shares of common stock issuable upon exercise or conversion of all outstanding options, warrants and convertible debt. | 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 would remain 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 | |||||||||
Shares Issued, Price Per Share | $ 22 | |||||||||
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],[2] | $ 22 | ||||||||
Warrants Expiration Date | [1] | Feb. 20, 2018 | ||||||||
Minimum [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Percentage Of Liquidated Damages Per Month | 1.50% | |||||||||
Underwriter [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 9,699 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 46.88 | |||||||||
Warrants and Rights Outstanding | $ 275,000 | |||||||||
August 2014 Debenture [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Share Price | $ 37.60 | |||||||||
Debt Instrument, Face Amount | $ 4,000,000 | |||||||||
Interest Payable | $ 172,435 | |||||||||
August 2014 Underwritten Offering [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 37.50 | |||||||||
Warrant [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Share Price | $ 0.01 | |||||||||
Fair Value Adjustment of Warrants | $ 404,000 | |||||||||
Derivative, Loss on Derivative | $ 404,150 | |||||||||
Common Stock [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 358,333 | 101,727 | 358,333 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 383,333 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 46.80 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | 6.40% | |||||||||
Warrants Expiration Date | Aug. 20, 2019 | |||||||||
Offering Price Per Share | $ 37.50 | |||||||||
Common Stock [Member] | 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 | 110,969 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 46.80 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 110,969 | |||||||||
Series B warrant [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 48,273 | |||||||||
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 | 150,000 | |||||||||
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 or 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, with the exception of 9,699 warrants issued in August 2014. | |||||||||
[2] | Due to the issuance of common stock at $22.00 per share as part of the October 2015 Registered Offering, the remaining outstanding warrants issued as part of the February 2013 Public Offering were adjusted to reflect the revised exercise price of $22.00 each. |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | $ 447,300 | $ 850,350 |
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 | 448,158 | 844,082 |
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 | 130,901 | 174,666 |
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 | 317,257 | 621,563 |
Employee and Director Stock Option Grants [Member] | Restructuring costs [Member] | ||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | 0 | 47,853 |
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 | (858) | 6,268 |
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 | (858) | 6,268 |
Non Employee Consultant 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 | $ 0 | $ 0 |
STOCK-BASED COMPENSATION (Det51
STOCK-BASED COMPENSATION (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected life (years) | 6 years | 6 years |
Dividend | 0.00% | 0.00% |
Weighted-average exercise price | $ 26.50 | $ 36.9 |
Weighted-average grant-date fair value | $ 21.60 | $ 30.1 |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 106.00% | 107.00% |
Risk-free interest rate | 1.70% | 1.76% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 107.00% | 109.00% |
Risk-free interest rate | 1.95% | 1.83% |
STOCK-BASED COMPENSATION (Det52
STOCK-BASED COMPENSATION (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation, Stock Options, Activity [Line Items] | ||
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 71,946 | 63,466 |
Granted - Number of Shares Issuable Upon Exercise of Outstanding Options | 46,520 | 12,030 |
Exercised - Number of Shares Issuable Upon Exercise of Outstanding Options | (833) | |
Expired- Number of Shares Issuable Upon Exercise of Outstanding Options | (18,340) | (1,844) |
Forfeited - Number of Shares Issuable Upon Exercise of Outstanding Options | (28,377) | (1,706) |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 70,916 | 71,946 |
Vested - Number of Shares Issuable Upon Exercise of Outstanding Options | 23,683 | |
Unvested - Number of Shares Issuable Upon Exercise of Outstanding Options | 47,233 | |
Exercisable - Number of Shares Issuable Upon Exercise of Outstanding Options | 23,683 | |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 155.90 | $ 180.70 |
Granted - Weighted Average Exercise Price (in dollars per share) | 26.50 | 36.9 |
Exercised - Weighted Average Exercise Price (in dollars per share) | 27.4 | |
Expired- Weighted Average Exercise Price (in dollars per share) | 241.80 | 241.90 |
Forfeited - Weighted Average Exercise Price (in dollars per share) | 82.2 | 145.80 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | 79.80 | $ 155.90 |
Vested - Weighted Average Exercise Price (in dollars per share) | 180.7 | |
Unvested - Weighted Average Exercise Price (in dollars per share) | 29.2 | |
Exercisable - Weighted Average Exercise Price (in dollars per share) | $ 180.7 | |
Vested - Weighted Average Remaining Contracted Term in Years | 5 years 8 months 12 days | |
Unvested - Weighted Average Remaining Contracted Term in Years | 9 years 4 months 6 days | |
Exercisable - Weighted Average Remaining Contracted Term in Years | 5 years 8 months 12 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 (Det53
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share Based Compensation Nonvested Total Compensation In Current Year | $ 376,553 | ||
Employee Service Share Based Compensation Nonvested Total Compensation In Year Two | 292.060 | ||
Employee Service Share Based Compensation Nonvested Total Compensation In Year Three | $ 206,132 | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Unvested and Expected To Vest Outstanding Number (in shares) | 46,404 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 964,935 | ||
Weighted-Average Grant-Date Fair Value Of Vested Options Outstanding (in dollars per share) | $ 125.70 | $ 145.50 | |
Weighted Average Grant Date Fair Value Of Unvested Options Outstanding (in dollars per share) | $ 23.90 | 46.70 | $ 65.99 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 106,577 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 21.60 | $ 30.1 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 449,649 | $ 936,310 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Four | $ 90,190 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (833) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 126.10 | $ 196.21 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value | $ 47.09 | $ 58.70 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 9,466 | 10,912 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares, Beginning Balance | 38,555 | 39,144 | |
Stock Incentive Plan 2006 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 70,000 | ||
Stock Incentive Plan 2015 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 70,000 | ||
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 | 0.00% | 0.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Total current | 0 | 0 |
Deferred | ||
Federal | (3,105,641) | (3,868,524) |
State | 42,562 | 810,914 |
Total deferred | (3,063,079) | (3,057,610) |
Change in valuation allowance | 3,063,079 | 3,057,610 |
Total | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets | ||
Federal net operating loss | $ 32,565,906 | $ 29,246,965 |
Federal research and development tax credit carryforwards | 2,858,628 | 2,689,775 |
State net operating loss | 1,812,722 | 1,813,954 |
State research and development tax credit carryforwards | 806,568 | 753,818 |
Capitalized research and development expenses | 9,883,932 | 10,609,942 |
Stock-based compensation expense | 1,993,664 | 1,758,909 |
Charitable contribution carryforwards | 340 | 0 |
Intangible assets | 253,971 | 313,412 |
Accrued liabilities | 35,332 | 35,392 |
Total deferred tax assets | 50,211,063 | 47,222,167 |
Deferred tax liabilities | ||
Depreciable assets | (171,602) | (245,785) |
Total deferred tax liabilities | (171,602) | (245,785) |
Net deferred tax assets | 50,039,461 | 46,976,382 |
Less - valuation allowance | (50,039,461) | (46,976,382) |
Total deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation [Line Items] | ||
Income tax benefit using U.S. federal statutory rate | 34.00% | 34.00% |
State income taxes | (0.50%) | (6.65%) |
Permanent items | 23.18% | 9.62% |
Change in valuation allowance | (55.76%) | (37.98%) |
Other | (0.92%) | 1.01% |
Total | 0.00% | 0.00% |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Domestic Tax Authority [Member] | |
Income Taxes [Line Items] | |
Operating Loss Carryforwards | $ 95,782,000 |
Net Operating Loss Carryforwards Expiration Period | 2018 through 2034 |
Research And Development And Investment Tax Credits | $ 2,859,000 |
Research And Development And Investment Tax Credits Expiration Period | 2018 through 2033 |
State and Local Jurisdiction [Member] | |
Income Taxes [Line Items] | |
Operating Loss Carryforwards | $ 34,530,000 |
Net Operating Loss Carryforwards Expiration Period | 2015 through 2034, |
Research And Development And Investment Tax Credits | $ 1,222,000 |
Research And Development And Investment Tax Credits Expiration Period | 2018 through 2028 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - Convertible Debt [Member] - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 861,314 | 660,410 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 70,916 | 71,947 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Dec. 31, 2015USD ($) |
Years ending December 31, | |
2,016 | $ 88,000 |
Thereafter | 0 |
Total | $ 88,000 |
COMMITMENTS (Details Textual)
COMMITMENTS (Details Textual) | Sep. 05, 2007USD ($) | Feb. 28, 2014 | Dec. 31, 2015USD ($)ft² | Dec. 31, 2014USD ($) |
Capital Leased Assets [Line Items] | ||||
Operating Leases, Rent Expense | $ 8,050 | $ 142,000 | $ 180,000 | |
Lease Rent Expansion Space | $ 1,140 | |||
Expansion Space For Lease | ft² | 3,400 | |||
Lease Term | 2 years | 3 years | ||
Lease Rent Escalation Percentage | 3.00% | |||
Maximum Renovation Expense | $ 55,000 | |||
Lease Expiration Period | Sep. 14, 2016 | |||
Leasehold Improvements [Member] | ||||
Capital Leased Assets [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 17 years |
CONTINGENCIES (Details Textual)
CONTINGENCIES (Details Textual) | Aug. 14, 2015 |
Stockholders Equity Description | we received a notice from NASDAQ of non-compliance with its continuing listing rules, namely that our stockholders equity at June 30, 2015 of $2,373,371, as reported in our Form 10-Q for the quarter then ended, was less than $2,500,000 minimum. The failure to meet continuing compliance standards subjects our common stock to delisting. We have requested, and the NASDAQ has granted, a hearing to be conducted in March 2016, at which the Company will request an extension of time to effect transactions to allow us to regain compliance and to report the same. |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Amount Invoiced Under Clinical Trial Agreements | $ 496,000 | |
Payment Towards Clinical Trial Agreements | $ 290,000 | |
University Of Wisconsin Madison [Member] | ||
Related Party Transaction [Line Items] | ||
Due to Related Parties, Current | $ 40,000 | $ 353,000 |
RESTRUCTURING COSTS AND OTHER63
RESTRUCTURING COSTS AND OTHER CORPORATE CHANGES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 204,000 | |
Severance And Stock Based Compensation [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 208,000 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | May 04, 2016 | Apr. 13, 2016 | Feb. 08, 2016 | Jun. 13, 2014 | Apr. 20, 2016 | Apr. 15, 2016 | Mar. 31, 2016 | Aug. 20, 2014 | May 22, 2014 | Feb. 28, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 06, 2014 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 9,699 | 861,314 | |||||||||||
Common Stock, Shares Authorized | 20,000,000 | 40,000,000 | 40,000,000 | 150,000,000 | |||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-10 reverse split | 1-for-20 reverse split | At the annual meeting of stockholders held on May 22, 2014, the Companys stockholders approved an amendment to our certificate of incorporation to effect a reverse split of the Companys common stock at a ratio between 1:10 to 1:20 in order to satisfy requirements for the listing of the Companys 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 would be reduced from 150,000,000 to the greater of (A) 20,000,000 and (B) the number of shares equal to three (3) times the sum of the number of all shares of common stock outstanding and the number of shares of common stock issuable upon exercise or conversion of all outstanding options, warrants and convertible debt. | 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 would remain 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. | |||||||||
Stock Issued During Period, Value, New Issues | $ 2,868,000 | $ 11,877,143 | |||||||||||
Preferred Stock Value | $ 0 | $ 0 | |||||||||||
Lease Term | 2 years | 3 years | |||||||||||
Scenario, Forecast [Member] | |||||||||||||
Lease Term | 2 years | ||||||||||||
Common Stock [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 383,333 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 46.80 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 358,333 | 101,727 | 358,333 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 1 | $ 4 | |||||||||||
Common Stock [Member] | Scenario, Forecast [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 48,274 | ||||||||||||
Underwritten Offering 2016 [Member] | |||||||||||||
Public Offering Price Per Share Of Shares And Warrants | $ 2.13 | ||||||||||||
Underwritten Offering 2016 [Member] | Scenario, Forecast [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 1,871,321 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 8,000,000 | ||||||||||||
Proceeds from Issuance Initial Public Offering | $ 7,200,000 | ||||||||||||
Ladenburg Thalman [Member] | Scenario, Forecast [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 1,378,364 | ||||||||||||
Series A Warrants [Member] | Scenario, Forecast [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 300,006 | ||||||||||||
Subsequent Event [Member] | |||||||||||||
split of the Company’s common stock at a ratio | 1:5 to 1:10 | ||||||||||||
Common Stock, Shares Authorized | 40,000,000 | ||||||||||||
Series A Prefunded Warrant [Member] | Scenario, Forecast [Member] | |||||||||||||
Warrants Issued To Purchase Common Stock Shares | 1,908,021 | 1,908,021 | |||||||||||
Public Offering Price Per Share Of Shares And Warrants | $ 2.13 | ||||||||||||
Class of Warrant or Right, Outstanding | 3.04 | ||||||||||||
Series A Prefunded Warrant [Member] | Over-Allotment Option [Member] | Scenario, Forecast [Member] | |||||||||||||
Warrants Issued To Purchase Common Stock Shares | 492,957 | ||||||||||||
Series B Pre funded Warrant [Member] | Scenario, Forecast [Member] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||
Warrants Issued To Purchase Common Stock Shares | 3,779,342 | 3,286,385 | |||||||||||
Public Offering Price Per Share Of Shares And Warrants | $ 2.12 | ||||||||||||
Preferred Stock Value | $ 1,062,000 | ||||||||||||
Series Z Convertible Preferred Stock [Member] | Scenario, Forecast [Member] | |||||||||||||
Conversion of Stock, Shares Issued | 492,957 |