Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 15, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
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 | $ 20,820,618 | ||
Trading Symbol | CLRB | ||
Entity Common Stock, Shares Outstanding | 17,388,344 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 10,006,421 | $ 11,444,619 |
Restricted cash | 55,000 | 55,000 |
Prepaid expenses and other current assets | 877,996 | 693,569 |
Total current assets | 10,939,417 | 12,193,188 |
FIXED ASSETS, NET | 244,713 | 1,444,058 |
GOODWILL | 1,675,462 | 1,675,462 |
OTHER ASSETS | 11,872 | 11,872 |
TOTAL ASSETS | 12,871,464 | 15,324,580 |
CURRENT LIABILITIES: | ||
Current maturities of notes payable | 0 | 86,591 |
Accounts payable and accrued liabilities | 1,867,758 | 1,416,433 |
Derivative liability | 105,050 | 127,125 |
Capital lease obligations, current portion | 3,036 | 2,727 |
Deferred rent | 138,944 | 0 |
Total current liabilities | 2,114,788 | 1,632,876 |
LONG-TERM LIABILITIES: | ||
Deferred rent | 0 | 146,583 |
Capital lease obligations, less current portion | 2,213 | 5,249 |
Total long-term liabilities | 2,213 | 151,832 |
Total liabilities | 2,117,001 | 1,784,708 |
COMMITMENTS AND CONTINGENCIES (Notes 12 and 13) | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock, $0.00001 par value; 80,000,000 and 40,000,000 shares authorized at December 31, 2017 and 2016, respectively; 16,661,446 and 10,368,325 shares issued and outstanding at December 31, 2017 and 2016, respectively | 167 | 104 |
Additional paid-in capital | 94,107,830 | 83,461,658 |
Accumulated deficit | (84,349,316) | (70,787,026) |
Total stockholders’ equity | 10,754,463 | 13,539,872 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 12,871,464 | 15,324,580 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred Stock Value | 0 | 865,136 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred Stock Value | $ 995,782 | $ 0 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Dec. 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 | 80,000,000 | 40,000,000 |
Common stock, shares issued | 16,661,446 | 10,368,325 |
Common stock, shares outstanding | 16,661,446 | 10,368,325 |
Series A Preferred Stock [Member] | ||
Preferred stock, issued | 0 | 17 |
Preferred stock, outstanding | 0 | 17 |
Series B Preferred Stock [Member] | ||
Preferred stock, issued | 18 | 0 |
Preferred stock, outstanding | 18 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
COSTS AND EXPENSES: | ||
Research and development | $ 9,465,666 | $ 4,750,414 |
General and administrative | 4,135,304 | 4,699,338 |
Total costs and expenses | 13,600,970 | 9,449,752 |
LOSS FROM OPERATIONS | (13,600,970) | (9,449,752) |
OTHER INCOME (EXPENSE): | ||
Gain on revaluation of derivative warrants | 22,075 | 3,261,529 |
Interest income (expense), net | 16,605 | 7,897 |
Total other income, net | 38,680 | 3,269,426 |
NET LOSS | (13,562,290) | (6,180,326) |
DEEMED DIVIDEND ON PREFERRED STOCK | (1,448,945) | (3,179,981) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (15,011,235) | $ (9,360,307) |
BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE | $ (1.07) | $ (2.14) |
SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER COMMON SHARE | 14,031,329 | 4,366,617 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
BALANCE at Dec. 31, 2015 | $ 1,649,803 | $ 0 | $ 9 | $ 66,256,494 | $ (64,606,700) |
BALANCE (in shares) at Dec. 31, 2015 | 858,140 | ||||
Reverse stock split fractional shares | (594) | 0 | $ 0 | (594) | 0 |
Reverse stock split fractional shares (in shares) | (127) | ||||
Issuance of common stock, warrants and preferred stock, net of issuance costs | 15,496,864 | $ 3,460,543 | $ 35 | 12,036,286 | 0 |
Issuance of common stock, warrants and preferred stock, net of issuance costs (in shares) | 68 | 3,471,321 | |||
Warrant exercises | 652,537 | $ 0 | $ 26 | 652,511 | 0 |
Warrant exercises (in shares) | 2,638,901 | ||||
Stock-based compensation | 529,159 | 0 | $ 0 | 529,159 | 0 |
Cashless option exercise | 0 | 0 | $ 0 | 0 | 0 |
Cashless option exercise (in Shares) | 73 | ||||
Conversion of preferred shares into common shares | 0 | $ (2,595,407) | $ 34 | 2,595,373 | 0 |
Conversion of preferred shares into common shares (in shares) | (51) | 3,400,017 | |||
Reclassification to equity for warrants that are no longer derivative instruments | 1,392,429 | $ 0 | $ 0 | 1,392,429 | 0 |
Net loss | (6,180,326) | 0 | 0 | 0 | (6,180,326) |
BALANCE at Dec. 31, 2016 | 13,539,872 | $ 865,136 | $ 104 | 83,461,658 | (70,787,026) |
BALANCE (in shares) at Dec. 31, 2016 | 17 | 10,368,325 | |||
Issuance of common stock, warrants and preferred stock, net of issuance costs | 7,054,865 | $ 2,265,257 | $ 20 | 4,789,588 | 0 |
Issuance of common stock, warrants and preferred stock, net of issuance costs (in shares) | 41 | 1,954,388 | |||
Warrant exercises | 2,963,259 | $ 0 | $ 20 | 2,963,239 | 0 |
Warrant exercises (in shares) | 1,975,506 | ||||
Stock-based compensation | 758,757 | 0 | $ 0 | 758,757 | 0 |
Cashless option exercise | 0 | 0 | $ 0 | 0 | 0 |
Cashless option exercise (in Shares) | 2,403 | ||||
Conversion of preferred shares into common shares | 0 | $ (2,134,611) | $ 23 | 2,134,588 | 0 |
Conversion of preferred shares into common shares (in shares) | (40) | 2,360,824 | |||
Net loss | (13,562,290) | $ 0 | $ 0 | 0 | (13,562,290) |
BALANCE at Dec. 31, 2017 | $ 10,754,463 | $ 995,782 | $ 167 | $ 94,107,830 | $ (84,349,316) |
BALANCE (in shares) at Dec. 31, 2017 | 18 | 16,661,446 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (13,562,290) | $ (6,180,326) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 1,546,048 | 356,665 |
Stock-based compensation | 758,757 | 529,159 |
Gain on revaluation of derivative warrants | (22,075) | (3,261,529) |
Changes in: | ||
Prepaid expenses and other current assets | (184,427) | (464,355) |
Accounts payable and accrued liabilities | 451,325 | 740,509 |
Deferred rent | (7,639) | (2,341) |
Cash used in operating activities | (11,020,301) | (8,282,218) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | (346,703) | (72,251) |
Cash used in investing activities | (346,703) | (72,251) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on capital lease obligations | (2,727) | (2,448) |
Reverse stock split fractional shares | 0 | (594) |
Proceeds from issuance of common stock, net of underwriting issuance costs | 4,905,945 | 12,363,057 |
Proceeds from issuance of preferred stock | 2,265,257 | 3,460,543 |
Cash paid for issuance costs | (116,337) | (326,736) |
Proceeds from conversion of warrants | 2,963,259 | 652,537 |
Payments on long-term obligations | (86,591) | (243,631) |
Deferred financing costs | 0 | 38,569 |
Cash provided by financing activities | 9,928,806 | 15,941,297 |
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (1,438,198) | 7,586,828 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD | 11,444,619 | 3,912,791 |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD | 10,006,421 | 11,444,619 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest expense | 364 | 4,349 |
Reclassification to equity for warrants that are no longer derivative instruments | 0 | 1,392,429 |
Beneficial conversion feature and related deemed dividend on preferred stock | $ 1,448,945 | $ 3,179,981 |
NATURE OF BUSINESS, ORGANIZATIO
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature Of Business Organization and Going Concern Disclosure [Text Block] | Cellectar Biosciences, Inc. (the Company) is a clinical stage biopharmaceutical company focused on the development of targeted treatments for cancer and leveraging its proprietary phospholipid drug conjugate (PDC) platform to develop the next generation of tumor targeting treatments. Its 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 $ 84,349,000 13,562,000 The Company believes that its cash balance at December 31, 2017 is adequate to fund operations at budgeted levels into early first quarter 2019. The Company’s ability to execute its operating plan beyond first quarter 2019 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 are presented on a consolidated basis. Prior Period Presentation Principles of Consolidation Use of Estimates Cash and Cash Equivalents Restricted Cash Fixed Assets In December 2017, the Company concluded that the manufacturing processes would be transferred to a third party. As part of the transfer, the Company also began the process of de-commissioning the manufacturing facility. In connection with the de-commissioning, the Company determined that certain research and development assets will no longer be used by the Company and had materially ceased being used by December 31, 2017. As a result, the Company reassessed the estimated useful life of the research and development assets and concluded they should be accelerated beginning on December 1, 2017 through December 31, 2017 (one month remaining life). The Company also reassessed the estimated useful life of the leasehold improvements and concluded that they should be accelerated beginning on December 1, 2017 through December 31, 2017 (one month remaining life). These reassessments of the estimated useful lives have been accounted for as changes in an estimate. The effect of these changes in estimates was to increase 2017 depreciation expense by approximately $1,176,000, increase 2017 net loss by approximately $1,176,000, and increase 2017 basic and diluted net loss attributable to common stockholders per share by $0.08. Goodwill In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. Stock-Based Compensation Equity. Research and Development Income Taxes Fair Value of Financial Instruments Financial Instruments Derivative Instruments Concentration of Credit Risk Leases Recent Accounting Pronouncements - Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Dec. 31, 2017 | |
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 16,250 38,750 In August 2014, as part of an underwritten public offering, the Company issued warrants to purchase 494,315 During 2016, the fair value of certain warrants was reclassified to equity when they were no longer required to be accounted for as derivative instruments. December 31, 2017 Level 1 Level 2 Level 3 Fair Value Liabilities: February 2013 Public Offering Warrants $ $ $ 5,050 $ 5,050 August 2014 Warrants 100,000 100,000 Total $ $ 100,000 $ 5,050 $ 105,050 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. Year Ended December 31, 2017 2016 Volatility 76-118 % 92.72-134 % Risk-free interest rate 1.03-1.39 % 0.53-1.15 % Expected life (years) 0.14-0.89 1.14-1.89 Dividend 0 % 0 % Year Ended December 31, 2017 2016 Beginning fair value of warrants $ 27,125 $ 2,067,000 Reclassification to equity for warrants that are no longer derivative liabilities (1,392,429) Gain on derivatives resulting from change in fair value or extinguishment (22,075) (647,446) Ending fair value of warrants $ 5,050 $ 27,125 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, 2017 | |
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. Our analysis concluded that as of December 31, 2017, goodwill was not impaired. |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 5. FIXED ASSETS 2017 2016 Office and laboratory equipment $ 3,751,059 $ 3,351,065 Computer software 4,000 4,000 Leasehold improvements 2,333,443 2,333,443 Construction in process 56,640 Total fixed assets 6,088,502 5,745,148 Less accumulated depreciation and amortization (5,843,789) (4,301,090) Fixed assets, net $ 244,713 $ 1,444,058 For the years ended December 31, 2017 and 2016, the Company incurred approximately $ 1,546,000 357,000 |
AGREEMENTS
AGREEMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Collaborative And License Arrangement Disclosure [Abstract] | |
Collaborative And License Arrangement Disclosure [Text Block] | 6. AGREEMENTS 2017 Material Transfer Agreement with Onconova On September 18, 2017, the Company entered into an arrangement (the “Onconova MTA”) with Onconova Therapeutics, Inc. (“Onconova”). Under this arrangement, Onconova will provide a selection of its proprietary compounds to the Company. The Company will use its proprietary technology to perform research studies on such compounds with the goal of developing new conjugates. The Company agrees to perform the studies within 24 months. The Company granted to Onconova an exclusive option to acquire from the Company a royalty-bearing license with respect to each conjugate developed. In the event an executed license agreement for a particular conjugate is not obtained, then Onconova’s exclusive option shall terminate with respect to such conjugate. 2017 Material Transfer Agreement with Avicenna On July 9, 2017 the Company entered into an arrangement (the “Avicenna MTA”) with Avicenna Oncology GMBH (“Avicenna”). Under this arrangement, Avicenna will provide a selection of its proprietary toxins to the Company. The Company will use its proprietary conjugation capabilities to proceed with the conjugation in order to obtain PDCs. The Company will process various in vitro in cellulo 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 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 expired in December 2016, at which point the U. Mich. License expired. The Company was responsible for an annual license fee of $ 10,000 The Company did not incur any expenses for the reimbursement of patent maintenance fees to U. Mich. during the years ended December 31, 2017 and 2016. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable Disclosure [Text Block] | 7. NOTES PAYABLE During the year ended December 31, 2017, the two loans with initial principal amounts totaling $450,000 from the Wisconsin Economic Development Corporation, dated September 15, 2010, were paid in full. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 8. STOCKHOLDERS’ EQUITY Authorized Share Increase At a special meeting held on September 12, 2017, the Company’s stockholders approved the ratification of the approval of the Certificate of Amendment to our Certificate of Incorporation to increase the number of authorized shares by 40,000,000 80,000,000 October 2017 Registered Direct Offering On October 12, 2017, the Company closed on a registered direct offering (the “October 2017 Registered Direct Offering”), priced at-the-market, of 1,954,388 41.0412949 100,000 53,369 2,190,330 1.87375 7.76 3,108,538 0.75 1.78 7.8 7.1 In order to account for the October 2017 Registered Direct Offering, the Company allocated the proceeds to the common stock, the Series B Preferred Stock and the Series D warrants on a relative fair value basis. Then using the effective conversion price of the Series B Preferred Stock, the Company determined that there was a beneficial conversion feature of $ 1,448,945 On or prior to December 31, 2017, 23 1,227,485 18.0412949 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 In order to account for the November 2016 Underwritten Offering, the Company allocated the proceeds to the common stock, the Series A Preferred Stock and the Series C warrants on a relative fair value basis. Then using the effective conversion price of the Series A Preferred Stock, the Company determined that there was a beneficial conversion feature of $ 3,179,981 As of December 31, 2017, all 68 4,533,356 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 an 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 which the Company agreed to exchange the 2015 Pre-Funded Warrants relating to 48,273 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. 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”). These warrants have an exercise price equal to $ 2.13 2016 Reverse Stock Split and Recapitalization At a special meeting held on February 8, 2016, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to effect a reverse split of the Company’s common stock at a ratio between 1:5 to 1:10 in order to ensure that adequate authorized but unissued shares would be available for anticipated future financings, and to satisfy requirements for the continued listing of the Company’s common stock on the NASDAQ Capital Market. In addition, the proposal approved by the stockholders provided that if the reverse split was effected, the number of shares of common stock that the Company is authorized to issue remained unchanged at 40,000,000 Common Stock Warrants Offering Number of Shares Exercise Expiration Date October 2017 Series D Warrants 3,108,538 $ 1.78 October 14, 2024 November 2016 Public Offering Series C 4,157,850 $ 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 Total 11,830,074 (1) These warrants have a certain type of cash settlement feature or their exercise price 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 1.50 Reserved Shares December 31, 2017 2016 Warrants 11,830,074 10,716,952 Preferred stock 962,845 1,133,339 Stock options and grants 911,729 471,433 Total number of shares reserved for future issuance 13,704,648 12,321,724 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 9. STOCK-BASED COMPENSATION Increase in 2015 Stock Incentive Plan 2015 Stock Incentive Plan. 2006 Stock Option Plan. Restricted Stock Grant Outstanding at December 31, 2016 Granted 460,000 Vested Forfeited (80,000 ) Outstanding at December 31, 2017 380,000 Accounting for Stock-Based Compensation 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, 2017 2016 Employee and director stock options and stock grants: Research and development $ 147,821 $ 58,044 General and administrative 610,936 471,453 758,757 529,497 Non-employee consultant stock option grants: Research and development (338 ) General and administrative (338 ) Total stock-based compensation $ 758,757 $ 529,159 Assumptions Used In Determining Fair Value Valuation and amortization method Volatility. Risk-free interest rate Expected term Forfeitures. 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, 2017 2016 Volatility 107-110 % 104-105 % Risk-free interest rate 1.89-2.18 % 1.29-1.39 % Expected life (years) 6 6 Dividend 0 % 0 % Weighted-average exercise price $ 1.91 $ 1.97 Weighted-average grant-date fair value $ 1.58 $ 1.59 Stock Option Activity A summary of stock option activity is as follows: Number of Shares Issuable Upon Exercise of Outstanding Options Weighted Average Exercise Price Weighted Average Remaining Contracted Term in Years Aggregate Intrinsic Value Outstanding at December 31, 2015 70,933 $ 78.63 Granted 475,300 $ 1.97 Exercised (166 ) $ 1.48 Expired (16,153 ) $ 156.53 Forfeited (58,481 ) $ 7.00 Outstanding at December 31, 2016 471,433 $ 7.59 Granted 112,300 $ 1.91 Exercised (20,833 ) $ 1.48 Expired (2,004 ) $ 116.61 Forfeited (29,167 ) $ 1.48 Outstanding at December 31, 2017 531,729 $ 6.55 Vested, December 31, 2017 254,777 $ 9.79 8.27 $ Unvested, December 31, 2017 276,952 $ 3.57 8.72 $ Exercisable at December 31, 2017 254,777 $ 9.79 8.27 $ Exercise prices for all grants made during the twelve months ended December 31, 2017 and 2016 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. Shares of common stock issued upon the exercise of options are from authorized but unissued shares. The weighted-average grant-date fair value of options granted during the years ended December 31, 2017 and 2016 was $1.58 and $1.59, respectively. The total fair value of shares vested during the years ended December 31, 2017 and 2016 was $636,071 and $440,443, respectively. The weighted-average grant-date fair value of vested and unvested options outstanding at December 31, 2017 was $7.74 and $2.91, respectively. The weighted-average grant-date fair value of vested and unvested options outstanding at December 31, 2016 was $20.03 and $3.27, respectively. The weighted average grant date fair value of options expired during the years ended December 31, 2017 and December 31, 2016 was $61.12 and $116.32, respectively. The weighted average grant date fair value of options forfeited during the years ended December 31, 2017 and December 31, 2016 was $1.19 and $2.54, respectively. The number of options vested during the years ended December 31, 2017 and December 31, 2016 was 203,608 and 68,180, respectively. The number of options unvested at January 1, 2017 and January 1, 2016 was 397,427 and 47,253, respectively. The weighted average grant date fair value of options unvested at January 1, 2017 and January 1, 2016 was $3.27 and $23.93, respectively. As of December 31, 2017, there was $1,218,812 of total unrecognized compensation cost related to unvested stock-based compensation arrangements. Of this total amount, the Company expects to recognize $672,865, $474,340, and $71,607 during 2018, 2019, and 2020 respectively. The Company expects options to purchase 643,813 shares to vest in the future . |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 10. INCOME TAXES 2017 2016 Tax provision (benefit) Current Federal $ $ State Total current Deferred Federal 13,626,404 (4,053,114) State 1,969,262 99,883 Total deferred 15,595,666 (3,953,231) Change in valuation allowance (15,595,666) 3,953,231 Total $ $ 2017 2016 Deferred tax assets Federal net operating loss $ 24,353,504 $ 36,472,996 Federal research and development tax credit carryforwards 4,947,879 3,808,862 State net operating losses and tax credit carryforwards 1,589,927 2,628,006 Capitalized research and development expenses 5,772,165 8,834,640 Stock-based compensation expense 1,445,078 2,162,703 Depreciable assets 166,793 Other 121,680 235,681 Total deferred tax assets 38,397,026 54,142,888 Deferred tax liabilities Depreciable assets (150,196) Total deferred tax liabilities (150,196) Net deferred tax assets 38,397,026 53,992,692 Less valuation allowance (38,397,026) (53,992,692) Total deferred tax assets $ $ Year ended December 31, 2017 2016 Income tax benefit using U.S. federal statutory rate 34.00 % 34.00 % State income taxes (9.58) % (1.07) % Permanent items (2.55) % 17.88 % Federal tax credits 8.43 % 9.55 % Change in valuation allowance 115 % (63.97) % Federal rate change (143.50) % Other (1.80) % 3.61 % Total 0.00 % 0.00 % As of December 31, 2017, the Company had federal and state net operating loss carryforwards (“NOLs”) of approximately $ 115,969,000 15,862,000 2018 through 2037 2028 through 2031 4,948,000 759,000 2018 through 2037 2024 through 2032 Because of the Company’s continuing losses and uncertainty associated with the utilization of the deferred tax assets in the future, management has provided a full allowance against the net 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, 2017 or 2016, 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, 2014. Additionally, the Company may be subject to examination by the IRS for years beginning prior to January 1, 2014 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. On December 22, 2017 The Tax Cuts and Jobs Act (the “Act”) was enacted. The Act significantly revised the U.S. corporate income tax law by lowering the corporate Federal income tax rate from 35 21 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2017 | |
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 attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss attributable to common stockholders per share is computed by dividing net loss attributable to common stockholders, 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, 2017 and 2016, 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, 2017 2016 Warrants 11,830,074 10,716,952 Stock options and grants 911,729 471,433 Preferred shares as converted into common stock 960,642 1,133,339 |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Dec. 31, 2017 | |
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 provided for the option to extend the lease under its original 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 March 2016, the Company exercised its option to extend the lease for an additional two-year term that commenced on September 15, 2016 and continues through September 14, 2018. Years ending December 31, 2018 $ 104,936 $ 104,936 Rent expense was approximately $ 130,000 131,000 On January 3, 2018, the Company informed the landlord that it was not extending the lease for an additional two-year term but instead intends to de-commission and vacate the premises on or before September 14, 2018. |
CONTINGENCIES
CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
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. |
EMPLOYEE RETIREMENT PLAN
EMPLOYEE RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2017 | |
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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 15. SUBSEQUENT EVENTS In January 2018, the Company began implementing the shutdown of its manufacturing operations at the headquarters in Madison, Wisconsin as part of its plan to transfer finished product manufacturing to a third party manufacturer with the capacity to provide FDA approved commercial grade and pivotal trial finished product. The company also anticipates a reduction in its fixed costs and overall expenditures. It is anticipated that the shutdown will be completed in the first half of 2018. On January 3, 2018, the Company notified affected employees of its plan to reduce its workforce by six positions. The workforce reduction will primarily occur in the quarter ending March 31, 2018. On January 3, 2018, the Company informed the landlord that it was not extending the lease for an additional two-year term but instead intends to de-commission and vacate the premises on or before September 14, 2018. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Comparability of Prior Year Financial Data, Policy [Policy Text Block] | Prior Period Presentation |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash |
Property, Plant and Equipment, Policy [Policy Text Block] | Fixed Assets In December 2017, the Company concluded that the manufacturing processes would be transferred to a third party. As part of the transfer, the Company also began the process of de-commissioning the manufacturing facility. In connection with the de-commissioning, the Company determined that certain research and development assets will no longer be used by the Company and had materially ceased being used by December 31, 2017. As a result, the Company reassessed the estimated useful life of the research and development assets and concluded they should be accelerated beginning on December 1, 2017 through December 31, 2017 (one month remaining life). The Company also reassessed the estimated useful life of the leasehold improvements and concluded that they should be accelerated beginning on December 1, 2017 through December 31, 2017 (one month remaining life). These reassessments of the estimated useful lives have been accounted for as changes in an estimate. The effect of these changes in estimates was to increase 2017 depreciation expense by approximately $1,176,000, increase 2017 net loss by approximately $1,176,000, and increase 2017 basic and diluted net loss attributable to common stockholders per share by $0.08. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation Equity. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development |
Income Tax, Policy [Policy Text Block] | Income Taxes |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Financial Instruments |
Derivatives, Policy [Policy Text Block] | Derivative Instruments |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk |
Lessee, Leases [Policy Text Block] | Leases |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements - Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Dec. 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 December 31, 2017 and 2016: December 31, 2017 Level 1 Level 2 Level 3 Fair Value Liabilities: February 2013 Public Offering Warrants $ $ $ 5,050 $ 5,050 August 2014 Warrants 100,000 100,000 Total $ $ 100,000 $ 5,050 $ 105,050 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. Year Ended December 31, 2017 2016 Beginning fair value of warrants $ 27,125 $ 2,067,000 Reclassification to equity for warrants that are no longer derivative liabilities (1,392,429) Gain on derivatives resulting from change in fair value or extinguishment (22,075) (647,446) Ending fair value of warrants $ 5,050 $ 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: Year Ended December 31, 2017 2016 Volatility 76-118 % 92.72-134 % Risk-free interest rate 1.03-1.39 % 0.53-1.15 % Expected life (years) 0.14-0.89 1.14-1.89 Dividend 0 % 0 % |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Fixed assets consisted of the following at December 31: 2017 2016 Office and laboratory equipment $ 3,751,059 $ 3,351,065 Computer software 4,000 4,000 Leasehold improvements 2,333,443 2,333,443 Construction in process 56,640 Total fixed assets 6,088,502 5,745,148 Less accumulated depreciation and amortization (5,843,789) (4,301,090) Fixed assets, net $ 244,713 $ 1,444,058 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 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 December 31, 2017. Offering Number of Shares Exercise Expiration Date October 2017 Series D Warrants 3,108,538 $ 1.78 October 14, 2024 November 2016 Public Offering Series C 4,157,850 $ 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 Total 11,830,074 (1) These warrants have a certain type of cash settlement feature or their exercise price 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 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: December 31, 2017 2016 Warrants 11,830,074 10,716,952 Preferred stock 962,845 1,133,339 Stock options and grants 911,729 471,433 Total number of shares reserved for future issuance 13,704,648 12,321,724 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | The following table summarizes the restricted stock grants: Outstanding at December 31, 2016 Granted 460,000 Vested Forfeited (80,000) Outstanding at December 31, 2017 380,000 |
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, 2017 2016 Employee and director stock options and stock grants: Research and development $ 147,821 $ 58,044 General and administrative 610,936 471,453 758,757 529,497 Non-employee consultant stock option grants: Research and development (338) General and administrative (338) Total stock-based compensation $ 758,757 $ 529,159 |
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, 2017 2016 Volatility 107-110 % 104-105 % Risk-free interest rate 1.89-2.18 % 1.29-1.39 % Expected life (years) 6 6 Dividend 0 % 0 % Weighted-average exercise price $ 1.91 $ 1.97 Weighted-average grant-date fair value $ 1.58 $ 1.59 |
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, 2015 70,933 $ 78.63 Granted 475,300 $ 1.97 Exercised (166) $ 1.48 Expired (16,153) $ 156.53 Forfeited (58,481) $ 7.00 Outstanding at December 31, 2016 471,433 $ 7.59 Granted 112,300 $ 1.91 Exercised (20,833) $ 1.48 Expired (2,004) $ 116.61 Forfeited (29,167) $ 1.48 Outstanding at December 31, 2017 531,729 $ 6.55 Vested, December 31, 2017 254,777 $ 9.79 8.27 $ Unvested, December 31, 2017 276,952 $ 3.57 8.72 $ Exercisable at December 31, 2017 254,777 $ 9.79 8.27 $ |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2017 2016 Tax provision (benefit) Current Federal $ $ State Total current Deferred Federal 13,626,404 (4,053,114) State 1,969,262 99,883 Total deferred 15,595,666 (3,953,231) Change in valuation allowance (15,595,666) 3,953,231 Total $ $ |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets consisted of the following at December 31: 2017 2016 Deferred tax assets Federal net operating loss $ 24,353,504 $ 36,472,996 Federal research and development tax credit carryforwards 4,947,879 3,808,862 State net operating losses and tax credit carryforwards 1,589,927 2,628,006 Capitalized research and development expenses 5,772,165 8,834,640 Stock-based compensation expense 1,445,078 2,162,703 Depreciable assets 166,793 Other 121,680 235,681 Total deferred tax assets 38,397,026 54,142,888 Deferred tax liabilities Depreciable assets (150,196) Total deferred tax liabilities (150,196) Net deferred tax assets 38,397,026 53,992,692 Less valuation allowance (38,397,026) (53,992,692) 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, 2017 2016 Income tax benefit using U.S. federal statutory rate 34.00 % 34.00 % State income taxes (9.58) % (1.07) % Permanent items (2.55) % 17.88 % Federal tax credits 8.43 % 9.55 % Change in valuation allowance 115 % (63.97) % Federal rate change (143.50) % Other (1.80) % 3.61 % Total 0.00 % 0.00 % |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Year Ended December 31, 2017 2016 Warrants 11,830,074 10,716,952 Stock options and grants 911,729 471,433 Preferred shares as converted into common stock 960,642 1,133,339 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | As of December 31, 2017, future minimum lease payments under this non-cancelable lease are approximately as follows: Years ending December 31, 2018 $ 104,936 $ 104,936 |
NATURE OF BUSINESS, ORGANIZAT30
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net Income (Loss) Attributable to Parent, Total | $ 13,562,290 | $ 6,180,326 |
Accumulated deficit | $ (84,349,316) | $ (70,787,026) |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Certificates of Deposit, at Carrying Value | $ 55,000 | $ 55,000 |
Lease Term | 3 years | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 533,065 | 533,065 |
Cash, Uninsured Amount | $ 9,600,000 | |
Increase in Depreciation, Effect of Changes in Estimate | 1,176,000 | |
Increase In Net Income Loss, Effect Of Changes In Estimate | $ 1,176,000 | |
Increase in Earning Per Share, Effect of Changes in Estimate | $ 0.08 | |
Change in Accounting Estimate, Description | As a result, the Company reassessed the estimated useful life of the research and development assets and concluded they should be accelerated beginning on December 1, 2017 through December 31, 2017 (one month remaining life). The Company also reassessed the estimated useful life of the leasehold improvements and concluded that they should be accelerated beginning on December 1, 2017 through December 31, 2017 (one month remaining life). These reassessments of the estimated useful lives have been accounted for as changes in an estimate. The effect of these changes in estimates was to increase 2017 depreciation expense by approximately $1,176,000, increase 2017 net loss by approximately $1,176,000, and increase 2017 basic and diluted net loss attributable to common stockholders per share by $0.08. | |
Restatement of Prior Year Income, Net of Tax | $ 3,200,000 | |
Overstatement of Weighted Average number of shares | 200,000 | |
Impact of Restatement on Earnings Per Share, Basic | $ 0.78 | |
Minimum [Member] | ||
Property, Plant and Equipment, Useful Life | 3 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, 2017 | Dec. 31, 2016 |
Liabilities: | ||
Derivative Liability, Current | $ 105,050 | $ 127,125 |
February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 5,050 | 27,125 |
August 2014 Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 100,000 | 100,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 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 | 100,000 | 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 | 100,000 | 100,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 5,050 | 27,125 |
Fair Value, Inputs, Level 3 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 5,050 | 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] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
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 | 118.00% | 134.00% |
Risk-free interest rate | 1.39% | 1.15% |
Expected life (years) | 10 months 20 days | 1 year 10 months 20 days |
Minimum [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Volatility | 76.00% | 92.72% |
Risk-free interest rate | 1.03% | 0.53% |
Expected life (years) | 1 month 20 days | 1 year 1 month 20 days |
FAIR VALUE (Details 2)
FAIR VALUE (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Reclassification to equity for warrants that are no longer derivative liabilities | $ 0 | $ (1,392,429) |
Gain on derivatives resulting from change in fair value or extinguishment | 22,075 | 3,261,529 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning fair value of warrants | 27,125 | 2,067,000 |
Reclassification to equity for warrants that are no longer derivative liabilities | 0 | (1,392,429) |
Gain on derivatives resulting from change in fair value or extinguishment | (22,075) | (647,446) |
Ending fair value of warrants | $ 5,050 | $ 27,125 |
FAIR VALUE (Details Textual)
FAIR VALUE (Details Textual) - shares | 1 Months Ended | ||||
Feb. 20, 2014 | Dec. 31, 2017 | May 20, 2016 | 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 | 11,830,074 | ||||
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 | ||||
Number Of Warrants Issued | 16,250 | ||||
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 | 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 |
GOODWILL (Details Textual)
GOODWILL (Details Textual) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill [Line Items] | ||
Goodwill | $ 1,675,462 | $ 1,675,462 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | $ 6,088,502 | $ 5,745,148 |
Less- accumulated depreciation and amortization | (5,843,789) | (4,301,090) |
Fixed assets, net | 244,713 | 1,444,058 |
Office and laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | 3,751,059 | 3,351,065 |
Computer software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | 4,000 | 4,000 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | 0 | 56,640 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total fixed assets | $ 2,333,443 | $ 2,333,443 |
FIXED ASSETS (Details Textual)
FIXED ASSETS (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation, Depletion and Amortization, Total | $ 1,546,048 | $ 356,665 |
AGREEMENTS (Details Textual)
AGREEMENTS (Details Textual) - University Of Michigan Agreement [Member] - USD ($) | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2003 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of License Agreements [Line Items] | |||
Payment Of License Fee | $ 10,000 | ||
Reimbursement Of Patent Maintenance Fees | $ 0 | $ 0 |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Notes Payable, Current, Total | $ 0 | $ 86,591 |
Secured Debt [Member] | ||
Line of Credit Facility [Line Items] | ||
Notes Payable, Current, Total | $ 450,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 12 Months Ended | |
Dec. 31, 2017$ / sharesshares | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 11,830,074 | |
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) | 4,157,850 | |
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 | |
October 2017 Series D warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 3,108,538 | |
Exercise Price (in dollars per share) | $ / shares | $ 1.78 | |
Warrants Expiration Date | Oct. 14, 2024 | |
[1] | These warrants have a certain type of cash settlement feature or their exercise price 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 $1.50 each. |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number Of Shares Reserved For Future Issuance | 13,704,648 | 12,321,724 |
Preferred Stock [Member] | ||
Number Of Shares Reserved For Future Issuance | 962,845 | 1,133,339 |
Warrant [Member] | ||
Number Of Shares Reserved For Future Issuance | 11,830,074 | 10,716,952 |
Stock options [Member] | ||
Number Of Shares Reserved For Future Issuance | 911,729 | 471,433 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | Oct. 12, 2017 | Feb. 08, 2016 | Nov. 29, 2016 | Nov. 23, 2016 | Apr. 20, 2016 | Apr. 15, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2016 | Apr. 13, 2016 | |
Class of Warrant or Right [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,830,074 | ||||||||||
Common Stock, Shares Authorized | 40,000,000 | 80,000,000 | 40,000,000 | ||||||||
Stockholders' Equity, 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 in order to ensure that adequate authorized but unissued shares would be available for anticipated future financings, and to satisfy requirements for the continued listing of the Company’s common stock on the NASDAQ Capital Market. In addition, the proposal approved by the stockholders provided that if the reverse split was effected, the number of shares of common stock that the Company is authorized to issue remained unchanged at 40,000,000. The Company’s stockholders further authorized the board of directors to determine the ratio at which the reverse split would be effected by filing an appropriate amendment to the Company’s certificate of incorporation. The board of directors authorized the ratio of the reverse split 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 | $ 7,054,865 | $ 15,496,864 | |||||||||
Stock Issued During Period On Exercise Of Warrants, Value | $ 2,963,259 | 652,537 | |||||||||
Series A Preferred Stock [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Conversion of Stock, Shares Issued | 4,533,356 | ||||||||||
Preferred Stock Value | $ 0 | $ 865,136 | |||||||||
Conversion of Stock, Shares Converted | 68 | ||||||||||
Preferred Stock Shares Outstanding | 0 | 17 | |||||||||
Preferred Stock, Convertible, Beneficial Conversion Feature | $ 3,179,981 | ||||||||||
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 | ||||||||||
Preferred Stock Value | $ 1,062,000 | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 1,227,485 | ||||||||||
Preferred Stock Value | $ 995,782 | $ 0 | |||||||||
Conversion of Stock, Shares Converted | 23 | ||||||||||
Preferred Stock Shares Outstanding | 18 | 0 | |||||||||
Preferred Stock, Convertible, Beneficial Conversion Feature | $ 1,448,945 | ||||||||||
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 | ||||||||||
October 2017 Registered public offering [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Stock Issued During Period, Value, New Issues | $ 7,760,000 | ||||||||||
October 2017 Registered public offering [Member] | Series D warrants [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,108,538 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.78 | ||||||||||
Common Stock, Conversion Basis | 0.75 | ||||||||||
Proceeds from Warrant Exercises | $ 7,100,000 | ||||||||||
Stock Issued During Period On Exercise Of Warrants, Value | $ 7,800,000 | ||||||||||
October 2017 Registered public offering [Member] | Series B Preferred Stock [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 41.0412949 | ||||||||||
Shares Issued, Price Per Share | $ 100,000 | ||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 53,369 | ||||||||||
Convertible Preferred Stock, Total Number of Shares Issued upon Conversion | 2,190,330 | ||||||||||
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] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,954,388 | 3,471,321 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 48,273 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 20 | $ 35 | |||||||||
Stock Issued During Period On Exercise Of Warrants, Value | $ 20 | $ 26 | |||||||||
Common Stock [Member] | October 2017 Registered public offering [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,954,388 | ||||||||||
Convertible Preferred Stock, Conversion Price | $ 1.87375 | ||||||||||
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 B warrant [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | ||||||||||
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 price 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 $1.50 each. |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2017shares | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | |
Outstanding at December 31, 2016 | 0 |
Granted | 460,000 |
Vested | 0 |
Forfeited | (80,000) |
Outstanding at December 31, 2017 | 380,000 |
STOCK-BASED COMPENSATION (Det45
STOCK-BASED COMPENSATION (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | $ 758,757 | $ 529,159 |
Employee and director stock options and stock grants [Member] | ||
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||
Total stock-based compensation | 758,757 | 529,497 |
Employee and director stock options and stock 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 | 147,821 | 58,044 |
Employee and director stock options and stock 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 | 610,936 | 471,453 |
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 | (338) |
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 | (338) |
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 (Det46
STOCK-BASED COMPENSATION (Details 2) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
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 | $ 1.91 | $ 1.97 |
Weighted-average grant-date fair value | $ 1.58 | $ 1.59 |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 107.00% | 104.00% |
Risk-free interest rate | 1.89% | 1.29% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 110.00% | 105.00% |
Risk-free interest rate | 2.18% | 1.39% |
STOCK-BASED COMPENSATION (Det47
STOCK-BASED COMPENSATION (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation, Stock Options, Activity [Line Items] | ||
Granted - Weighted Average Exercise Price (in dollars per share) | $ 1.91 | $ 1.97 |
Employee Stock Option [Member] | ||
Share-based Compensation, Stock Options, Activity [Line Items] | ||
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 471,433 | 70,933 |
Granted - Number of Shares Issuable Upon Exercise of Outstanding Options | 112,300 | 475,300 |
Exercised - Number of Shares Issuable Upon Exercise of Outstanding Options | (20,833) | (166) |
Expired- Number of Shares Issuable Upon Exercise of Outstanding Options | (2,004) | (16,153) |
Forfeited - Number of Shares Issuable Upon Exercise of Outstanding Options | (29,167) | (58,481) |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | 531,729 | 471,433 |
Vested - Number of Shares Issuable Upon Exercise of Outstanding Options | 254,777 | |
Unvested - Number of Shares Issuable Upon Exercise of Outstanding Options | 276,952 | |
Exercisable - Number of Shares Issuable Upon Exercise of Outstanding Options | 254,777 | |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ 7.59 | $ 78.63 |
Granted - Weighted Average Exercise Price (in dollars per share) | 1.91 | 1.97 |
Exercised - Weighted Average Exercise Price (in dollars per share) | 1.48 | 1.48 |
Expired- Weighted Average Exercise Price (in dollars per share) | 116.61 | 156.53 |
Forfeited - Weighted Average Exercise Price (in dollars per share) | 1.48 | 7 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | 6.55 | $ 7.59 |
Vested - Weighted Average Exercise Price (in dollars per share) | 9.79 | |
Unvested - Weighted Average Exercise Price (in dollars per share) | 3.57 | |
Exercisable - Weighted Average Exercise Price (in dollars per share) | $ 9.79 | |
Vested - Weighted Average Remaining Contracted Term in Years | 8 years 3 months 7 days | |
Unvested - Weighted Average Remaining Contracted Term in Years | 8 years 8 months 19 days | |
Exercisable - Weighted Average Remaining Contracted Term in Years | 8 years 3 months 7 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 (Det48
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 09, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee Service Share Based Compensation Nonvested Total Compensation In Current Year | $ 672,865 | ||||
Employee Service Share Based Compensation Nonvested Total Compensation In Year Two | 474,340 | ||||
Employee Service Share Based Compensation Nonvested Total Compensation In Year Three | $ 71,607 | ||||
Share Based Compensation Arrangement By Share Based Payment Award Options Unvested and Expected To Vest Outstanding Number (in shares) | 643,813 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 1,218,812 | ||||
Weighted-Average Grant-Date Fair Value Of Vested Options Outstanding (in dollars per share) | $ 7.74 | $ 20.03 | |||
Weighted Average Grant Date Fair Value Of Unvested Options Outstanding (in dollars per share) | $ 2.91 | 3.27 | $ 23.93 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 869,766 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.58 | $ 1.59 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 636,071 | $ 440,443 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 61.12 | $ 116.32 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Weighted Average Grant Date Fair Value | $ 1.19 | $ 2.54 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 203,608 | 68,180 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares, Beginning Balance | 397,427 | 47,253 | |||
Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 460,000 | ||||
Stock Incentive Plan 2015 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,620,000 | 42,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,200,000 | ||||
Stock Incentive Plan 2015 [Member] | Restricted Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.10 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 460,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Employee [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Annual Forfeiture Rate Percentage | 2.00% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Total current | 0 | 0 |
Deferred | ||
Federal | 13,626,404 | (4,053,114) |
State | 1,969,262 | 99,883 |
Total deferred | 15,595,666 | (3,953,231) |
Change in valuation allowance | (15,595,666) | 3,953,231 |
Total | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets | ||
Federal net operating loss | $ 24,353,504 | $ 36,472,996 |
Federal research and development tax credit carryforwards | 4,947,879 | 3,808,862 |
State net operating losses and tax credit carryforwards | 1,589,927 | 2,628,006 |
Capitalized research and development expenses | 5,772,165 | 8,834,640 |
Stock-based compensation expense | 1,445,078 | 2,162,703 |
Depreciable assets | 166,793 | 0 |
Other | 121,680 | 235,681 |
Total deferred tax assets | 38,397,026 | 54,142,888 |
Deferred tax liabilities | ||
Depreciable assets | 0 | (150,196) |
Total deferred tax liabilities | 0 | (150,196) |
Net deferred tax assets | 38,397,026 | 53,992,692 |
Less- valuation allowance | (38,397,026) | (53,992,692) |
Total deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation [Line Items] | ||
Income tax benefit using U.S. federal statutory rate | 34.00% | 34.00% |
State income taxes | (9.58%) | (1.07%) |
Permanent items | (2.55%) | 17.88% |
Federal tax credits | 8.43% | 9.55% |
Change in valuation allowance | 115.00% | (63.97%) |
Federal rate change | (143.50%) | 0.00% |
Other | (1.80%) | 3.61% |
Total | 0.00% | 0.00% |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% | |
Scenario, Plan [Member] | |||
Income Taxes [Line Items] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||
Domestic Tax Authority [Member] | |||
Income Taxes [Line Items] | |||
Operating Loss Carryforwards | $ 115,969,000 | ||
Net Operating Loss Carryforwards Expiration Period | 2018 through 2037 | ||
Research And Development And Investment Tax Credits | $ 4,948,000 | ||
Research And Development And Investment Tax Credits Expiration Period | 2018 through 2037 | ||
State and Local Jurisdiction [Member] | |||
Income Taxes [Line Items] | |||
Operating Loss Carryforwards | $ 15,862,000 | ||
Net Operating Loss Carryforwards Expiration Period | 2028 through 2031 | ||
Research And Development And Investment Tax Credits | $ 759,000 | ||
Research And Development And Investment Tax Credits Expiration Period | 2024 through 2032 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - Convertible Debt [Member] - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 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 | 11,830,074 | 10,716,952 |
Stock options and grants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 911,729 | 471,433 |
Preferred shares as converted into common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 960,642 | 1,133,339 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Dec. 31, 2017USD ($) |
Future Minimum Rental Payments For Operating Leases [Line Items] | |
Years ending December 31, 2018 | $ 104,936 |
Total | $ 104,936 |
COMMITMENTS (Details Textual)
COMMITMENTS (Details Textual) | Sep. 05, 2007USD ($) | Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($) |
Capital Leased Assets [Line Items] | |||
Operating Leases, Rent Expense | $ 8,050 | $ 130,000 | $ 131,000 |
Lease Rent Expansion Space | $ 1,140 | ||
Expansion Space For Lease | ft² | 3,400 | ||
Lease Term | 3 years | ||
Lease Rent Escalation Percentage | 3.00% | ||
Maximum Renovation Expense | $ 55,000 | ||
Leasehold Improvements [Member] | |||
Capital Leased Assets [Line Items] | |||
Property, Plant and Equipment, Useful Life | 17 years |