Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 08, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Cellectar Biosciences, Inc. | |
Entity Central Index Key | 1,279,704 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | CLRB | |
Entity Common Stock, Shares Outstanding | 13,462,170 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 11,238,394 | $ 11,444,619 |
Restricted cash | 55,000 | 55,000 |
Prepaid expenses and other current assets | 893,185 | 693,569 |
Total current assets | 12,186,579 | 12,193,188 |
FIXED ASSETS, NET | 1,423,448 | 1,444,058 |
GOODWILL | 1,675,462 | 1,675,462 |
OTHER ASSETS | 11,872 | 11,872 |
TOTAL ASSETS | 15,297,361 | 15,324,580 |
CURRENT LIABILITIES: | ||
Current maturities of notes payable | 0 | 86,591 |
Accounts payable and accrued liabilities | 1,186,092 | 1,416,433 |
Derivative liability | 209,600 | 127,125 |
Capital lease obligations, current portion | 2,801 | 2,727 |
Total current liabilities | 1,398,493 | 1,632,876 |
LONG-TERM LIABILITIES: | ||
Deferred rent | 145,367 | 146,583 |
Capital lease obligations, current portion | 4,520 | 5,249 |
Total long-term liabilities | 149,887 | 151,832 |
TOTAL LIABILITIES | 1,548,380 | 1,784,708 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.00001 par value; 7,000 shares authorized; none and 17 Series A issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | 0 | 875,572 |
Common stock, $0.00001 par value; 40,000,000 shares authorized; 13,458,170 and 10,368,325 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 135 | 104 |
Additional paid-in capital | 87,427,196 | 83,451,222 |
Accumulated deficit | (73,678,350) | (70,787,026) |
Total stockholders’ equity | 13,748,981 | 13,539,872 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 15,297,361 | $ 15,324,580 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 7,000 | 7,000 |
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 | 13,458,170 | 10,368,325 |
Common stock, shares outstanding | 13,458,170 | 10,368,325 |
Series A Preferred Stock [Member] | ||
Preferred stock, issued | 0 | 17 |
Preferred stock, outstanding | 0 | 17 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
COSTS AND EXPENSES: | ||
Research and development | $ 1,856,880 | $ 1,039,454 |
General and administrative | 955,356 | 961,254 |
Total costs and expenses | 2,812,236 | 2,000,708 |
LOSS FROM OPERATIONS | (2,812,236) | (2,000,708) |
OTHER INCOME (EXPENSE): | ||
Gain (loss) on revaluation of derivative warrants | (82,475) | 2,824,722 |
Interest income, net | 3,387 | 549 |
Total other income (expense), net | (79,088) | 2,825,271 |
NET INCOME (LOSS) | $ (2,891,324) | $ 824,563 |
BASIC NET INCOME (LOSS) PER COMMON SHARE | $ (0.24) | $ 0.96 |
SHARES USED IN COMPUTING BASIC NET INCOME (LOSS) PER COMMON SHARE | 12,010,284 | 858,107 |
DILUTED NET INCOME (LOSS) PER COMMON SHARE | $ (0.24) | $ 0.91 |
SHARES USED IN COMPUTING DILUTED NET INCOME (LOSS) PER COMMON SHARE | 12,010,284 | 906,381 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (2,891,324) | $ 824,563 |
Adjustments to reconcile net income (loss) to cash used in operating activities: | ||
Depreciation and amortization | 86,911 | 90,773 |
Stock-based compensation expense | 165,674 | 102,918 |
(Gain) loss on revaluation of derivative warrants | 82,475 | (2,824,722) |
Changes in: | ||
Accounts payable and accrued liabilities | (230,341) | (67,256) |
Prepaid expenses and other current assets | (199,616) | 55,793 |
Other assets and liabilities | (1,216) | (325) |
Cash used in operating activities | (2,987,437) | (1,818,256) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | (66,301) | 0 |
Cash used in investing activities | (66,301) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of warrants | 2,934,759 | 0 |
Payments on notes payable | (86,591) | (60,528) |
Payments on capital lease obligations | (655) | (588) |
Cash paid for issuance costs | 0 | (69,450) |
Reverse stock split fractional shares | 0 | (594) |
Cash provided by (used in) financing activities | 2,847,513 | (131,160) |
NET DECREASE IN CASH AND EQUIVALENTS | (206,225) | (1,949,416) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 11,444,619 | 3,857,791 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 11,238,394 | 1,908,375 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest expense | $ 364 | $ 1,467 |
NATURE OF BUSINESS, ORGANIZATIO
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature Of Business Organization and Going Concern Disclosure [Text Block] | 1. NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN Cellectar Biosciences, Inc. (the “Company”) is a biopharmaceutical company developing compounds for the treatment and imaging of cancer. The Company’s headquarters are located in Madison, Wisconsin. The Company is subject to a number of risks similar to those of other small pharmaceutical companies. Principal among these risks are dependence on key individuals, competition from substitute products and larger companies, the successful development and marketing of its products in a highly regulated environment and the need to obtain additional financing necessary to fund future operations. The accompanying financial statements have been prepared on a basis that assumes that the Company will continue as a going concern and that contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has devoted substantially all of its efforts toward research and development and has, during the three months ended March 31, 2017, generated an operating loss of approximately $ 2,812,000 The Company believes that its cash balance at March 31, 2017 is adequate to fund operations at budgeted levels into second quarter 2018. The Company’s ability to execute its operating plan beyond second quarter 2018 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, raising substantial doubt about the Company’s ability to continue as a going concern within one year of the date these financial statements are issued. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. The accompanying condensed consolidated balance sheet as of December 31, 2016 has been derived from audited financial statements. The accompanying unaudited condensed consolidated balance sheet as of March 31, 2017, the condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016, the condensed consolidated statements of cash flows for the three months ended March 31, 2017 and 2016 and the related interim information contained within the notes to the condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions, rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and the notes required by U.S. GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments which are of a nature necessary for the fair presentation of the Company’s consolidated financial position at March 31, 2017 and consolidated results of its operations for the three months ended March 31, 2017 and 2016, and its cash flows for the three months ended March 31, 2017 and 2016. The results for the three months ended March 31, 2017 are not necessarily indicative of future results. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and related notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2016, which was filed with the SEC on March 15, 2017. The consolidated financial statements include the accounts of the Company and the accounts of its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated. The Company accounts for cash that is restricted for other than current operations as restricted cash. Restricted cash at March 31, 2017 and December 31, 2016 consisted of a certificate of deposit of $ 55,000 Goodwill is not amortized, but is required to be evaluated for impairment annually or whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. The Company evaluates goodwill for impairment annually in the fourth fiscal quarter and additionally on an interim basis if an event occurs or there is a change in circumstances, such as a decline in the Company’s stock price or a material adverse change in the business climate, which would more likely than not reduce the fair value of the reporting unit below its carrying amount. No such event or change in circumstances occurred; therefore, no changes in goodwill were made during the three months ended March 31, 2017 and 2016. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill. The standard streamlines the methodology for calculating whether goodwill is impaired based upon whether the carrying amount of goodwill exceeds the reporting unit’s fair value. ASU 2017-04 applies to public business entities and those other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill and is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its financial statements. - Lived Assets The Company uses the Black-Scholes option-pricing model to calculate the grant-date fair value of stock option awards. The resulting compensation expense, net of expected forfeitures, for awards that are not performance-based is recognized on a straight-line basis over the service period of the award, which is generally three years for stock options. For stock options with performance-based vesting provisions, recognition of compensation expense, net of expected forfeitures, commences if and when the achievement of the performance criteria is deemed probable. The compensation expense, net of expected forfeitures, for performance-based stock options is recognized over the relevant performance period. Awards of stock that are not performance-based are valued at the fair market value on the date of the grant and are amortized over the service period of the award. Non-employee stock-based compensation is accounted for in accordance with the guidance of Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 505, Equity. The guidance under FASB ASC Topic 825, Financial Instruments The Company generally does not use derivative instruments to hedge exposures to cash flow or market risks. However, certain warrants to purchase common stock that do not meet the requirements for classification as equity, in accordance with the Derivatives and Hedging Topic of the FASB ASC, are classified as liabilities. In such instances, net-cash settlement is assumed for financial reporting purposes, even when the terms of the underlying contracts do not provide for a net-cash settlement. These warrants are considered derivative instruments because the agreements contain a certain type of cash settlement feature, “down-round” provisions whereby the number of shares for which the warrants are exercisable and/or the exercise price of the warrants is subject to change in the event of certain issuances of stock at prices below the then-effective exercise price of the warrants. The number of shares issuable under such warrants was 533,065 In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. The Company is currently evaluating the method of adoption and the impact of adopting ASU 2016-02 on its results of operations, cash flows and financial position. |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 2. 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 16,250 38,750 In August 2014, as part of an underwritten public offering, the Company issued 494,315 March 31, 2017 Level 1 Level 2 Level 3 Fair Value Liabilities: February 2013 Public Offering Warrants $ $ $ 49,600 $ 49,600 August 2014 Warrants 160,000 160,000 Total $ $ 160,000 $ 49,600 $ 209,600 December 31, 2016 Level 1 Level 2 Level 3 Fair Value Liabilities: February 2013 Public Offering Warrants $ $ $ 27,125 $ 27,125 August 2014 Warrants 100,000 100,000 Total $ $ 100,000 $ 27,125 $ 127,125 In order to estimate the value of the February 2013 Public Offering Warrants considered to be derivative instruments, the Company uses a modified option-pricing model together with assumptions that consider, among other variables, the fair value of the underlying stock, risk-free interest rates, volatility, the contractual term of the warrants, future financing requirements and dividend rates. The future financing estimates are based on the Company’s estimates of anticipated cash requirements over the term of the warrants as well as the frequency of required financings based on its assessment of its historical financing trends and anticipated future events. Due to the nature of these inputs and the valuation technique utilized, these warrants are classified within the Level 3 hierarchy. Three Months Twelve Months Ended Ended March 31, December 31, 2017 2016 Volatility 118 % 92.72-134 % Risk-free interest rate 1.03 % 0.53-1.15 % Expected life (years) 0.89 1.14-1.89 Dividend 0 % 0 % During fiscal year 2016, the Company had warrants outstanding for part of the year that were considered financial instruments. Those warrants were either extinguished or amended such that they were no longer considered financial instruments as of December 31, 2016, and were, therefore, not financial instruments during the quarter ended March 31, 2017. Twelve Months Ended December 31, 2016 Volatility 89.73 % Risk-free interest rate 1.65 % Expected life (years) 4.50 Dividend 0 % Three Months Twelve Months Ended Ended March 31, December 31, 2017 2016 Beginning balance Fair value $ 27,125 $ 2,067,000 Reclassification to equity for warrants that are no longer derivative liabilities (1,392,429) Loss (gain) on derivatives resulting from change in fair value or extinguishment 22,475 (647,446) Ending balance Fair value $ 49,600 $ 27,125 To estimate the fair value of the August 2014 Warrants, the Company calculated the weighted average closing price for the trailing 10 day period with trades that ended on the balance sheet date. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 3. STOCKHOLDERS’ EQUITY November 2016 Underwritten Offering On November 23, 2016, the Company entered into an Underwriting Agreement with Ladenburg Thalmann & Co. Inc., as representative of the several underwriters named therein, 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 800,000 68 4,533,356 5,333,356 800,000 800,000 1.50 66,667 66,667 100,000 1.50 The sale of securities pursuant to the Underwriting Agreement, including the entire over-allotment option, closed on November 29, 2016 (the “November 2016 Underwritten Offering”). Gross proceeds were $ 9.2 8.3 As of December 31, 2016, 17 17 1,133,339 During the three months ended March 31, 2017, Series C warrants representing 1,956,506 2,934,759 April 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 the underwritten public offering (the “April 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 the Warrant Restructuring Agreement, the Company 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. In consideration of this amendment, the Company agreed to issue to each of those holders a new warrant to purchase an additional number of shares of common stock equal to twice the number of shares of common stock underlying the 2015 Series A Warrants held by them (the “Incremental Series A Warrants”). As a result, the 2015 Series A warrants and the Incremental Series A Warrants have an exercise price equal to $ 2.13 2016 Reverse Stock Split and Recapitalization 40,000,000 Common Stock Warrants Number of Shares Issuable Upon Exercise of Outstanding Exercise Offering Warrants Price Expiration Date November 2016 Public Offering Series C 4,176,850 $ 1.50 November 29, 2021 April 2016 Underwritten Registered Series A 3,626,942 $ 3.04 April 20, 2021 October 2015 Incremental Series A 300,006 $ 2.13 October 20, 2021 October 2015 Private Placement Series A 86,365 $ 2.13 April 1, 2021 October 2015 Offering Placement Agent 3,750 $ 28.30 October 1, 2020 August 2014 Public Offering (1) 504,019 $ 46.80 August 20, 2019 February 2013 Public Offering (1) 38,750 $ 1.50 (2) February 20, 2018 February 2013 Public Offering Placement Agents 3,854 $ 125.00 February 4, 2018 November 2012 Private Placement 5,000 $ 250.00 November 2, 2017 June 2012 Public Offering 14,910 $ 250.00 June 13, 2017 Total 8,760,446 (1) These warrants have a certain type of cash settlement feature or their exercise prices 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 9,704 (2) Due to the issuance of common stock at $ 1.50 Reserved Shares March 31, December 31, 2017 2016 Warrants 8,760,446 10,716,952 Preferred stock 1,133,339 Stock options 508,733 471,433 Total number of shares reserved for future issuance 9,269,179 12,321,724 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable Disclosure [Text Block] | 4. NOTES PAYABLE During the quarter ended March 31, 2017, the two loans with initial principal amounts totaling $ 450,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 5. STOCK-BASED COMPENSATION Accounting for Stock-Based Compensation Three Months Ended March 31, 2017 2016 Employee and director stock option grants: Research and development $ 16,648 $ 11,035 General and administrative 149,026 92,249 165,674 103,284 Non-employee consultant stock option grants: Research and development (366) (366) Total stock-based compensation $ 165,674 $ 102,918 Assumptions Used In Determining Fair Value Valuation and amortization method . The fair value of each stock award is estimated on the grant date using the Black-Scholes option-pricing model. The estimated fair value of employee stock options is amortized to expense using the straight-line method over the vesting period. The estimated fair value of the non-employee options is amortized to expense over the period during which a non-employee is required to provide services for the award (usually the vesting period). Volatility. The Company estimates volatility based on an average of (1) the Company’s historical volatility since its common stock has been publicly traded and (2) review of volatility estimates of publicly held drug development companies with similar market capitalizations. Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. Expected term . The expected term of stock options granted is based on an estimate of when options will be exercised in the future. The Company applied the simplified method of estimating the expected term of the options, as described in the SEC’s Staff Accounting Bulletins 107 and 110, as the historical experience is not indicative of the expected behavior in the future. The expected term, calculated under the simplified method, is applied to groups of stock options that have similar contractual terms. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. The Company applied the simplified method to non-employees who have a truncation of term based on termination of service and utilizes the contractual life of the stock options granted for those non-employee grants which do not have a truncation of service. Forfeitures. 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 Exercise prices for all grants made during the three months ended March 31, 2017 were equal to the market value of the Company’s common stock on the date of grant. There were no stock option grants during the three months ended March 31, 2016. Stock Option Activity Weighted Number of Average Shares Issuable Remaining Upon Exercise Weighted Contracted Aggregate of Outstanding Average Term in Intrinsic Options Exercise Price Years Value Outstanding at December 31, 2016 471,433 $ 7.59 Granted 37,300 $ 2.18 Expired $ Forfeited $ Outstanding at March 31, 2017 508,733 $ 7.19 Vested, March 31, 2017 104,106 $ 19.84 8.70 $ 54,579 Unvested, March 31, 2017 404,627 $ 3.94 9.17 $ 167,134 Exercisable at March 31, 2017 104,106 $ 19.84 8.70 $ 54,579 The aggregate intrinsic value of options outstanding is calculated based on the positive difference between the estimated per-share fair value of common stock at the end of the respective period and the exercise price of the underlying options. There have been no option exercises to date. Shares of common stock issued upon the exercise of options are from authorized but unissued shares. As of March 31, 2017, there was approximately $ 950,882 372,648 391,798 186,079 357 14.95 3.20 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 6. INCOME TAXES The Company accounts for income taxes in accordance with the liability method of accounting. Deferred tax assets or liabilities are computed based on the difference between the financial statement and income tax basis of assets and liabilities, and net operating loss carryforwards, (NOLs) using the enacted tax rates. Deferred income tax expense or benefit is based on changes in the asset or liability from period to period. The Company did not record a provision or benefit for federal, state or foreign income taxes for the three months ended March 31, 2017 or 2016 because the Company has experienced losses on a tax basis since inception. Because of the 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 value of its gross deferred tax assets. The Company also accounts for the uncertainty in income taxes related to the recognition and measurement of a tax position taken or expected to be taken in an income tax return. The Company follows the applicable accounting guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition related to the uncertainty in income tax positions. No uncertain tax positions have been identified. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 7. NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share for the three months ended March 31, 2016 is computed by dividing net income 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 three months ended March 31, 2017, the inclusion of common stock equivalents in the computation for that period would be antidilutive. Three Months Ended March 31, 2017 2016 Warrants 8,760,446 782,782 Stock options 508,733 68,582 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 8. COMMITMENTS AND CONTINGENCIES The Company is involved in legal matters and disputes in the ordinary course of business. We do not anticipate that the outcome of such matters and disputes will materially affect the Company’s financial statements. |
NATURE OF BUSINESS, ORGANIZAT14
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and the accounts of its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash The Company accounts for cash that is restricted for other than current operations as restricted cash. Restricted cash at March 31, 2017 and December 31, 2016 consisted of a certificate of deposit of $ 55,000 |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is not amortized, but is required to be evaluated for impairment annually or whenever events or changes in circumstances suggest that the carrying value of an asset may not be recoverable. The Company evaluates goodwill for impairment annually in the fourth fiscal quarter and additionally on an interim basis if an event occurs or there is a change in circumstances, such as a decline in the Company’s stock price or a material adverse change in the business climate, which would more likely than not reduce the fair value of the reporting unit below its carrying amount. No such event or change in circumstances occurred; therefore, no changes in goodwill were made during the three months ended March 31, 2017 and 2016. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill. The standard streamlines the methodology for calculating whether goodwill is impaired based upon whether the carrying amount of goodwill exceeds the reporting unit’s fair value. ASU 2017-04 applies to public business entities and those other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill and is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. The Company does not expect that the adoption of this standard will have a material effect on its financial statements. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long - Lived Assets |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company uses the Black-Scholes option-pricing model to calculate the grant-date fair value of stock option awards. The resulting compensation expense, net of expected forfeitures, for awards that are not performance-based is recognized on a straight-line basis over the service period of the award, which is generally three years for stock options. For stock options with performance-based vesting provisions, recognition of compensation expense, net of expected forfeitures, commences if and when the achievement of the performance criteria is deemed probable. The compensation expense, net of expected forfeitures, for performance-based stock options is recognized over the relevant performance period. Awards of stock that are not performance-based are valued at the fair market value on the date of the grant and are amortized over the service period of the award. Non-employee stock-based compensation is accounted for in accordance with the guidance of Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 505, Equity. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The guidance under FASB ASC Topic 825, Financial Instruments |
Derivatives, Policy [Policy Text Block] | Derivative Instruments The Company generally does not use derivative instruments to hedge exposures to cash flow or market risks. However, certain warrants to purchase common stock that do not meet the requirements for classification as equity, in accordance with the Derivatives and Hedging Topic of the FASB ASC, are classified as liabilities. In such instances, net-cash settlement is assumed for financial reporting purposes, even when the terms of the underlying contracts do not provide for a net-cash settlement. These warrants are considered derivative instruments because the agreements contain a certain type of cash settlement feature, “down-round” provisions whereby the number of shares for which the warrants are exercisable and/or the exercise price of the warrants is subject to change in the event of certain issuances of stock at prices below the then-effective exercise price of the warrants. The number of shares issuable under such warrants was 533,065 |
Lease, Policy [Policy Text Block] | Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation and disclosure of leases for both lessees and lessors. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. The standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted upon issuance. The Company is currently evaluating the method of adoption and the impact of adopting ASU 2016-02 on its results of operations, cash flows and financial position. |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | The following tables set forth the Company’s financial instruments carried at fair value using the lowest level of input applicable to each financial instrument as of March 31, 2017 and December 31, 2016: March 31, 2017 Level 1 Level 2 Level 3 Fair Value Liabilities: February 2013 Public Offering Warrants $ $ $ 49,600 $ 49,600 August 2014 Warrants 160,000 160,000 Total $ $ 160,000 $ 49,600 $ 209,600 December 31, 2016 Level 1 Level 2 Level 3 Fair Value Liabilities: February 2013 Public Offering Warrants $ $ $ 27,125 $ 27,125 August 2014 Warrants 100,000 100,000 Total $ $ 100,000 $ 27,125 $ 127,125 |
Schedule Of Changes In Fair Value Warrants Classified Level Three [Table Text Block] | The following table summarizes the changes in the fair market value of the Company’s warrants which are classified within the Level 3 fair value hierarchy. Three Months Twelve Months Ended Ended March 31, December 31, 2017 2016 Beginning balance Fair value $ 27,125 $ 2,067,000 Reclassification to equity for warrants that are no longer derivative liabilities (1,392,429) Loss (gain) on derivatives resulting from change in fair value or extinguishment 22,475 (647,446) Ending balance Fair value $ 49,600 $ 27,125 |
2013 Warrants [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The following table summarizes the modified option-pricing assumptions used: Three Months Twelve Months Ended Ended March 31, December 31, 2017 2016 Volatility 118 % 92.72-134 % Risk-free interest rate 1.03 % 0.53-1.15 % Expected life (years) 0.89 1.14-1.89 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 for the period they were considered financial instruments: Twelve Months Ended December 31, 2016 Volatility 89.73 % Risk-free interest rate 1.65 % Expected life (years) 4.50 Dividend 0 % |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following table summarizes information with regard to outstanding warrants to purchase common stock as of March 31, 2017. Number of Shares Issuable Upon Exercise of Outstanding Exercise Offering Warrants Price Expiration Date November 2016 Public Offering Series C 4,176,850 $ 1.50 November 29, 2021 April 2016 Underwritten Registered Series A 3,626,942 $ 3.04 April 20, 2021 October 2015 Incremental Series A 300,006 $ 2.13 October 20, 2021 October 2015 Private Placement Series A 86,365 $ 2.13 April 1, 2021 October 2015 Offering Placement Agent 3,750 $ 28.30 October 1, 2020 August 2014 Public Offering (1) 504,019 $ 46.80 August 20, 2019 February 2013 Public Offering (1) 38,750 $ 1.50 (2) February 20, 2018 February 2013 Public Offering Placement Agents 3,854 $ 125.00 February 4, 2018 November 2012 Private Placement 5,000 $ 250.00 November 2, 2017 June 2012 Public Offering 14,910 $ 250.00 June 13, 2017 Total 8,760,446 (1) These warrants have a certain type of cash settlement feature or their exercise prices 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 9,704 (2) Due to the issuance of common stock at $ 1.50 |
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, preferred stock conversions and warrants: March 31, December 31, 2017 2016 Warrants 8,760,446 10,716,952 Preferred stock 1,133,339 Stock options 508,733 471,433 Total number of shares reserved for future issuance 9,269,179 12,321,724 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The following table summarizes amounts charged to expense for stock-based compensation related to employee and director stock option grants and recorded in connection with stock options granted to non-employee consultants: Three Months Ended March 31, 2017 2016 Employee and director stock option grants: Research and development $ 16,648 $ 11,035 General and administrative 149,026 92,249 165,674 103,284 Non-employee consultant stock option grants: Research and development (366) (366) Total stock-based compensation $ 165,674 $ 102,918 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of stock option activity is as follows: Weighted Number of Average Shares Issuable Remaining Upon Exercise Weighted Contracted Aggregate of Outstanding Average Term in Intrinsic Options Exercise Price Years Value Outstanding at December 31, 2016 471,433 $ 7.59 Granted 37,300 $ 2.18 Expired $ Forfeited $ Outstanding at March 31, 2017 508,733 $ 7.19 Vested, March 31, 2017 104,106 $ 19.84 8.70 $ 54,579 Unvested, March 31, 2017 404,627 $ 3.94 9.17 $ 167,134 Exercisable at March 31, 2017 104,106 $ 19.84 8.70 $ 54,579 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following potentially dilutive securities have been excluded from the computation of diluted net income (loss) per share since their inclusion would be antidilutive: Three Months Ended March 31, 2017 2016 Warrants 8,760,446 782,782 Stock options 508,733 68,582 |
NATURE OF BUSINESS, ORGANIZAT19
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Net Income (Loss) Attributable to Parent, Total | $ 2,891,324 | $ (824,563) | |
Certificates of Deposit, at Carrying Value | $ 55,000 | $ 55,000 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 533,065 | 533,065 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Liabilities: | ||
Derivative Liability, Current | $ 209,600 | $ 127,125 |
February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 49,600 | 27,125 |
August 2014 Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 160,000 | 100,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 160,000 | 100,000 |
Fair Value, Inputs, Level 2 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 160,000 | 100,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 49,600 | 27,125 |
Fair Value, Inputs, Level 3 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 49,600 | 27,125 |
Fair Value, Inputs, Level 3 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | $ 0 | $ 0 |
FAIR VALUE (Details 1)
FAIR VALUE (Details 1) - 2013 Warrants [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Volatility | 118.00% | |
Risk-free interest rate | 1.03% | |
Expected life (years) | 10 months 20 days | |
Dividend | 0.00% | 0.00% |
Maximum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Volatility | 134.00% | |
Risk-free interest rate | 1.15% | |
Expected life (years) | 1 year 10 months 20 days | |
Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Volatility | 92.72% | |
Risk-free interest rate | 0.53% | |
Expected life (years) | 1 year 1 month 20 days |
FAIR VALUE (Details 2)
FAIR VALUE (Details 2) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Volatility | 89.73% |
Risk-free interest rate | 1.65% |
Expected life (years) | 4 years 6 months |
Dividend | 0.00% |
FAIR VALUE (Details 3)
FAIR VALUE (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Loss (gain) on derivatives resulting from change in fair value or extinguishment | $ (82,475) | $ 2,824,722 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning balance - Fair value | 27,125 | $ 2,067,000 | $ 2,067,000 |
Reclassification to equity for warrants that are no longer derivative liabilities | 0 | (1,392,429) | |
Loss (gain) on derivatives resulting from change in fair value or extinguishment | 22,475 | (647,446) | |
Ending balance - Fair value | $ 49,600 | $ 27,125 |
FAIR VALUE (Details Textual)
FAIR VALUE (Details Textual) - shares | 1 Months Ended | ||||
May 20, 2016 | Feb. 20, 2014 | Mar. 31, 2017 | Aug. 31, 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 | 8,760,446 | ||||
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 | ||||
Number Of Warrants Exercised | 16,250 | ||||
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 | 38,750 | ||||
August 2014 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 | 494,315 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 3 Months Ended | |
Mar. 31, 2017$ / sharesshares | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 8,760,446 | |
November 2016 Public Offering Series C [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 4,176,850 | |
Exercise Price (in dollars per share) | $ / shares | $ 1.5 | |
Warrants Expiration Date | Nov. 29, 2021 | |
April 2016 Underwritten Registered Series A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 3,626,942 | |
Exercise Price (in dollars per share) | $ / shares | $ 3.04 | |
Warrants Expiration Date | Apr. 20, 2021 | |
October 2015 Incremental Series A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 300,006 | |
Exercise Price (in dollars per share) | $ / shares | $ 2.13 | |
Warrants Expiration Date | Oct. 20, 2021 | |
October 2015 Private Placement Series A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 86,365 | |
Exercise Price (in dollars per share) | $ / shares | $ 2.13 | |
Warrants Expiration Date | Apr. 1, 2021 | |
October 2015 Offering - Placement Agent [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 3,750 | |
Exercise Price (in dollars per share) | $ / shares | $ 28.3 | |
Warrants Expiration Date | Oct. 1, 2020 | |
August 2014 Public Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 504,019 | [1] |
Exercise Price (in dollars per share) | $ / shares | $ 46.8 | [1] |
Warrants Expiration Date | Aug. 20, 2019 | [1] |
February 2013 Public Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 38,750 | [1] |
Exercise Price (in dollars per share) | $ / shares | $ 1.5 | [1],[2] |
Warrants Expiration Date | Feb. 20, 2018 | [1] |
February 2013 Public Offering - Placement Agents [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 3,854 | |
Exercise Price (in dollars per share) | $ / shares | $ 125 | |
Warrants Expiration Date | Feb. 4, 2018 | |
November 2012 Private Placement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 5,000 | |
Exercise Price (in dollars per share) | $ / shares | $ 250 | |
Warrants Expiration Date | Nov. 2, 2017 | |
June 2012 Public Offering [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 14,910 | |
Exercise Price (in dollars per share) | $ / shares | $ 250 | |
Warrants Expiration Date | Jun. 13, 2017 | |
[1] | These warrants have a certain type of cash settlement feature or their exercise prices 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 9,704 warrants issued in August 2014. | |
[2] | Due to the issuance of common stock at $1.50 per share as part of the November 2016 Underwritten Offering, the remaining outstanding warrants issued as part of the February 2013 Public Offering were adjusted to reflect the revised exercise price of $1.50 each. |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Number Of Shares Reserved For Future Issuance | 9,269,179 | 12,321,724 |
Preferred Stock [Member] | ||
Number Of Shares Reserved For Future Issuance | 0 | 1,133,339 |
Warrant [Member] | ||
Number Of Shares Reserved For Future Issuance | 8,760,446 | 10,716,952 |
Stock options [Member] | ||
Number Of Shares Reserved For Future Issuance | 508,733 | 471,433 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | Mar. 04, 2016 | Feb. 08, 2016 | Nov. 29, 2016 | Nov. 23, 2016 | Apr. 20, 2016 | Apr. 15, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Apr. 13, 2016 | |
Class of Warrant or Right [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,760,446 | |||||||||
Common Stock, Shares Authorized | 40,000,000 | 40,000,000 | 40,000,000 | |||||||
Stockholders' Equity, Reverse Stock Split | 1-for-10 reverse split | At a special meeting held on February 8, 2016, the Companys stockholders approved an amendment to the Companys certificate of incorporation to effect a reverse split of the Companys 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 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 remained unchanged at 40,000,000. The Companys 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 Companys certificate of incorporation. The board of directors authorized the ratio of the reverse split on February 24, 2016, and effective at the close of business on March 4, 2016, the Companys certificate of incorporation was amended to effect a 1-for-10 reverse split of the Companys 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. | ||||||||
Series A Preferred Stock [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Conversion of Stock, Shares Issued | 1,133,339 | |||||||||
Preferred Stock Shares Outstanding | 0 | 17 | ||||||||
Series B Pre-Funded Warrant [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||
Warrants Issued To Purchase Common Stock, Shares | 1,908,021 | 1,908,021 | ||||||||
Public Offering Price Per Share Of Shares And Warrants | $ 2.12 | |||||||||
Series A Pre-Funded Warrant [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Class of Warrant or Right, Outstanding | 3.04 | |||||||||
Public Offering Price Per Share Of Shares And Warrants | $ 2.13 | |||||||||
Series Z Convertible Preferred Stock [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants Issued To Purchase Common Stock, Shares | 492,957 | |||||||||
Series C Pre Funded Warrant [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Net Proceeds From Offering | $ 2,934,759 | |||||||||
Warrants Issued To Purchase Common Stock, Shares | 1,956,506 | |||||||||
Underwritten Offering 2016 [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 1,871,321 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.13 | |||||||||
Stock Issued During Period, Value, New Issues | $ 8,000,000 | |||||||||
Proceeds from Issuance Initial Public Offering | $ 7,200,000 | |||||||||
Ladenburg Thalmann [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 1,378,364 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||||||||
Warrants Issued To Purchase Common Stock, Shares | 5,333,356 | |||||||||
Public Offering Price Per Share Of Shares And Warrants | $ 100,000 | |||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 66,667 | |||||||||
Ladenburg Thalmann [Member] | Series A Preferred Stock [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 68 | |||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 4,533,356 | |||||||||
Number Of Securities Each Preferred Stock Converted | 66,667 | |||||||||
Ladenburg Thalmann [Member] | Underwritten Offering 2016 [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Stock Issued During Period, Value, New Issues | $ 9,200,000 | |||||||||
Proceeds from Issuance Initial Public Offering | $ 8,300,000 | |||||||||
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] | 38,750 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | [1],[2] | $ 1.5 | ||||||||
Over-Allotment Option [Member] | Series A Pre-Funded Warrant [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Conversion of Stock, Shares Issued | 492,957 | |||||||||
Over-Allotment Option [Member] | Ladenburg Thalmann [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants Issued To Purchase Common Stock, Shares | 800,000 | |||||||||
August 2014 Underwritten Offering [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 9,704 | |||||||||
Common Stock [Member] | Ladenburg Thalmann [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 800,000 | |||||||||
Common Stock [Member] | Over-Allotment Option [Member] | Ladenburg Thalmann [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 800,000 | |||||||||
Series A Warrants [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants Issued To Purchase Common Stock, Shares | 3,286,385 | |||||||||
Warrants Issued To Purchase Common Stock, Shares | 3,779,342 | |||||||||
Series A Warrants [Member] | Ladenburg Thalmann [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Public Offering Price Per Share Of Shares And Warrants | $ 1.50 | |||||||||
[1] | These warrants have a certain type of cash settlement feature or their exercise prices 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 9,704 warrants issued in August 2014. | |||||||||
[2] | Due to the issuance of common stock at $1.50 per share as part of the November 2016 Underwritten Offering, the remaining outstanding warrants issued as part of the February 2013 Public Offering were adjusted to reflect the revised exercise price of $1.50 each. |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | $ 165,674 | $ 102,918 |
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 | 165,674 | 103,284 |
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 | 16,648 | 11,035 |
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 | 149,026 | 92,249 |
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 | 0 | (366) |
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 | $ 0 | $ (366) |
STOCK-BASED COMPENSATION (Det29
STOCK-BASED COMPENSATION (Details 1) | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation, Stock Options, Activity [Line Items] | |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 471,433 |
Granted - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 37,300 |
Expired- Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 0 |
Forfeited - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 0 |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 508,733 |
Vested - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 104,106 |
Unvested - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 404,627 |
Exercisable - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 104,106 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 7.59 |
Granted - Weighted Average Exercise Price (in dollars per share) | $ / shares | 2.18 |
Expired- Weighted Average Exercise Price (in dollars per share) | $ / shares | 0 |
Forfeited - Weighted Average Exercise Price (in dollars per share) | $ / shares | 0 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ / shares | 7.19 |
Vested - Weighted Average Exercise Price (in dollars per share) | $ / shares | 19.84 |
Unvested - Weighted Average Exercise Price (in dollars per share) | $ / shares | 3.94 |
Exercisable - Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 19.84 |
Vested - Weighted Average Remaining Contracted Term in Years | 8 years 8 months 12 days |
Unvested - Weighted Average Remaining Contracted Term in Years | 9 years 2 months 1 day |
Exercisable - Weighted Average Remaining Contracted Term in Years | 8 years 8 months 12 days |
Vested - Aggregate Intrinsic Value (in dollars) | $ | $ 54,579 |
Unvested - Aggregate Intrinsic Value (in dollars) | $ | 167,134 |
Exercisable - Aggregate Intrinsic Value (in dollars) | $ | $ 54,579 |
STOCK-BASED COMPENSATION (Det30
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share Based Compensation Nonvested Total Compensation In Current Year | $ 372,648 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Two | 391,798 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Three | $ 186,079 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Unvested and Expected To Vest Outstanding Number (in shares) | 3.20 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 950,882 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Four | $ 357 | |
Share Based Compensation Arrangement By Share Based Payment Award, Options, Vested and Expected To Vest, Outstanding, Number | 104,106 | |
Employee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Annual Forfeiture Rate Percentage | 2.00% | 2.00% |
Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Annual Forfeiture Rate Percentage | 2.00% | 2.00% |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details) - Convertible Debt [Member] - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,760,446 | 782,782 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 508,733 | 68,582 |