Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 09, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Cellectar Biosciences, Inc. | |
Entity Central Index Key | 1,279,704 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | CLRB | |
Entity Common Stock, Shares Outstanding | 4,757,786 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 16,373,474 | $ 10,006,421 |
Restricted cash | 55,000 | 55,000 |
Prepaid expenses and other current assets | 685,967 | 412,173 |
Total current assets | 17,114,441 | 10,473,594 |
Fixed assets, net | 191,984 | 244,713 |
Goodwill | 1,675,462 | 1,675,462 |
Long-term assets | 540,823 | 465,823 |
Other assets | 18,086 | 11,872 |
TOTAL ASSETS | 19,540,796 | 12,871,464 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued liabilities | 2,571,550 | 1,867,758 |
Derivative liability | 86,000 | 105,050 |
Capital lease obligations, current portion | 3,003 | 3,036 |
Deferred rent | 0 | 138,944 |
Total current liabilities | 2,660,553 | 2,114,788 |
LONG-TERM LIABILITIES: | ||
Capital lease obligation, less current portion | 0 | 2,213 |
Total long-term liabilities | 0 | 2,213 |
TOTAL LIABILITIES | 2,660,553 | 2,117,001 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
STOCKHOLDERS' EQUITY: | ||
Common stock, $0.00001 par value; 80,000,000 shares authorized; 4,269,989 and 1,666,144 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 43 | 16 |
Additional paid-in capital | 107,126,925 | 94,107,981 |
Accumulated deficit | (93,760,764) | (84,349,316) |
Total stockholders' equity | 16,880,243 | 10,754,463 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 19,540,796 | 12,871,464 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Preferred Stock Value | 0 | 995,782 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Preferred Stock Value | $ 3,514,039 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
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 | 80,000,000 |
Common stock, shares issued | 4,269,989 | 1,666,144 |
Common stock, shares outstanding | 4,269,989 | 1,666,144 |
Series B Preferred Stock [Member] | ||
Preferred stock, issued | 0 | 18 |
Preferred stock, outstanding | 0 | 18 |
Series C Preferred Stock [Member] | ||
Preferred stock, issued | 658 | 0 |
Preferred stock, outstanding | 658 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
COSTS AND EXPENSES: | ||||
Research and development | $ 1,995,571 | $ 2,333,058 | $ 5,798,526 | $ 6,365,868 |
General and administrative | 1,091,921 | 1,150,710 | 3,647,412 | 3,146,605 |
Total costs and expenses | 3,087,492 | 3,483,768 | 9,445,938 | 9,512,473 |
LOSS FROM OPERATIONS | (3,087,492) | (3,483,768) | (9,445,938) | (9,512,473) |
OTHER INCOME: | ||||
Gain on revaluation of derivative warrants | 66,000 | 9,100 | 19,050 | 16,625 |
Interest income, net | 6,558 | 3,969 | 15,440 | 12,297 |
Total other income, net | 72,558 | 13,069 | 34,490 | 28,922 |
NET LOSS | (3,014,934) | (3,470,699) | (9,411,448) | (9,483,551) |
DEEMED DIVIDEND ON PREFERRED STOCK | (2,241,795) | 0 | (2,241,795) | 0 |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (5,256,729) | $ (3,470,699) | $ (11,653,243) | $ (9,483,551) |
BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ (1.65) | $ (2.58) | $ (5.29) | $ (7.30) |
SHARES USED IN COMPUTING BASIC AND DILUTED NET LOSS PER COMMON SHARE | 3,184,856 | 1,347,097 | 2,204,554 | 1,298,643 |
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, 2016 | $ 13,539,872 | $ 865,136 | $ 10 | $ 83,461,752 | $ (70,787,026) |
BALANCE (in shares) at Dec. 31, 2016 | 17 | 1,036,832 | |||
Exercise of preferred | 0 | $ (865,136) | $ 1 | 865,135 | 0 |
Exercise of preferred (in shares) | (17) | 113,334 | |||
Exercise of warrants | 2,934,759 | $ 0 | $ 2 | 2,934,757 | 0 |
Exercise of warrants (in shares) | 0 | 195,651 | |||
Stock-based compensation | 165,674 | $ 0 | $ 0 | 165,674 | 0 |
Net loss | (2,891,324) | 0 | 0 | 0 | (2,891,324) |
BALANCE at Mar. 31, 2017 | 13,748,981 | $ 0 | $ 13 | 87,427,318 | (73,678,350) |
BALANCE (in shares) at Mar. 31, 2017 | 0 | 1,345,817 | |||
BALANCE at Dec. 31, 2016 | 13,539,872 | $ 865,136 | $ 10 | 83,461,752 | (70,787,026) |
BALANCE (in shares) at Dec. 31, 2016 | 17 | 1,036,832 | |||
Net loss | (9,483,551) | ||||
BALANCE at Sep. 30, 2017 | 7,592,664 | $ 0 | $ 13 | 87,863,228 | (80,270,577) |
BALANCE (in shares) at Sep. 30, 2017 | 0 | 1,347,717 | |||
BALANCE at Mar. 31, 2017 | 13,748,981 | $ 0 | $ 13 | 87,427,318 | (73,678,350) |
BALANCE (in shares) at Mar. 31, 2017 | 0 | 1,345,817 | |||
Exercise of warrants | 6,000 | $ 0 | $ 0 | 6,000 | 0 |
Exercise of warrants (in shares) | 0 | 400 | |||
Stock-based compensation | 231,086 | $ 0 | $ 0 | 231,086 | 0 |
Net loss | (3,121,528) | 0 | 0 | 0 | (3,121,528) |
BALANCE at Jun. 30, 2017 | 10,864,539 | $ 0 | $ 13 | 87,664,404 | (76,799,878) |
BALANCE (in shares) at Jun. 30, 2017 | 0 | 1,346,217 | |||
Exercise of warrants | 22,500 | $ 0 | $ 0 | 22,500 | 0 |
Exercise of warrants (in shares) | 0 | 1,500 | |||
Stock-based compensation | 176,324 | $ 0 | $ 0 | 176,324 | 0 |
Net loss | (3,470,699) | 0 | 0 | 0 | (3,470,699) |
BALANCE at Sep. 30, 2017 | 7,592,664 | $ 0 | $ 13 | 87,863,228 | (80,270,577) |
BALANCE (in shares) at Sep. 30, 2017 | 0 | 1,347,717 | |||
BALANCE at Dec. 31, 2017 | 10,754,463 | $ 995,782 | $ 16 | 94,107,981 | (84,349,316) |
BALANCE (in shares) at Dec. 31, 2017 | 18 | 1,666,144 | |||
Exercise of preferred | 0 | $ (358,765) | $ 1 | 358,764 | 0 |
Exercise of preferred (in shares) | (6.5) | 34,690 | |||
Stock-based compensation | 173,438 | $ 0 | $ 0 | 173,438 | 0 |
Vested restricted stock | 0 | $ 0 | $ 0 | 0 | 0 |
Vested restricted stock (in shares) | 0 | 9,333 | |||
Net loss | (3,475,823) | $ 0 | $ 0 | 0 | (3,475,823) |
BALANCE at Mar. 31, 2018 | 7,452,078 | $ 637,017 | $ 17 | 94,640,183 | (87,825,139) |
BALANCE (in shares) at Mar. 31, 2018 | 11.5 | 1,710,167 | |||
BALANCE at Dec. 31, 2017 | 10,754,463 | $ 995,782 | $ 16 | 94,107,981 | (84,349,316) |
BALANCE (in shares) at Dec. 31, 2017 | 18 | 1,666,144 | |||
Net loss | (9,411,448) | ||||
BALANCE at Sep. 30, 2018 | 16,880,243 | $ 3,514,039 | $ 43 | 107,126,925 | (93,760,764) |
BALANCE (in shares) at Sep. 30, 2018 | 658 | 4,269,989 | |||
BALANCE at Mar. 31, 2018 | 7,452,078 | $ 637,017 | $ 17 | 94,640,183 | (87,825,139) |
BALANCE (in shares) at Mar. 31, 2018 | 11.5 | 1,710,167 | |||
Exercise of preferred | 0 | $ (637,017) | $ 1 | 637,016 | 0 |
Exercise of preferred (in shares) | (11.5) | 61,594 | |||
Stock-based compensation | 175,579 | $ 0 | $ 0 | 175,579 | 0 |
Vested restricted stock | 0 | $ 0 | $ 0 | 0 | 0 |
Vested restricted stock (in shares) | 0 | 3,333 | |||
Net loss | (2,920,691) | $ 0 | $ 0 | 0 | (2,920,691) |
BALANCE at Jun. 30, 2018 | 4,706,966 | $ 0 | $ 18 | 95,452,778 | (90,745,830) |
BALANCE (in shares) at Jun. 30, 2018 | 0 | 1,775,094 | |||
Exercise of preferred | 0 | $ (2,435,262) | $ 11 | 2,435,251 | 0 |
Exercise of preferred (in shares) | (456) | 1,140,000 | |||
Issuance of common stock, warrants and preferred stock, net of issuance costs | 15,025,077 | $ 5,949,301 | $ 14 | 9,075,762 | 0 |
Issuance of common stock, warrants and preferred stock, net of issuance costs (in shares) | 1,114 | 1,355,000 | |||
Stock-based compensation | 163,896 | $ 0 | $ 0 | 163,896 | 0 |
Reverse stock split fractional shares | (762) | $ 0 | $ 0 | (762) | 0 |
Reverse stock split fractional shares (in shares) | 0 | (105) | |||
Net loss | (3,014,934) | $ 0 | $ 0 | 0 | (3,014,934) |
BALANCE at Sep. 30, 2018 | $ 16,880,243 | $ 3,514,039 | $ 43 | $ 107,126,925 | $ (93,760,764) |
BALANCE (in shares) at Sep. 30, 2018 | 658 | 4,269,989 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (9,411,448) | $ (9,483,551) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 50,051 | 294,195 |
Stock-based compensation expense | 512,913 | 573,084 |
Gain on revaluation of derivative warrants | (19,050) | (16,625) |
Gain on disposal of assets | (40,898) | 0 |
Changes in: | ||
Accounts payable and accrued liabilities | 703,792 | 602,798 |
Prepaid expenses and other current assets | (273,794) | (160,334) |
Other assets and liabilities | (220,158) | (3,801) |
Cash used in operating activities | (8,698,592) | (8,194,234) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of fixed assets | (1,425) | (346,703) |
Proceeds from sale of fixed assets | 45,000 | 0 |
Cash provided by (used in) investing activities | 43,575 | (346,703) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on notes payable | 0 | (86,591) |
Proceeds from issuance of common stock, net of underwriting issuance costs | 9,075,777 | 0 |
Proceeds from issuance of preferred stock, net of underwriting issuance costs | 5,949,301 | 0 |
Proceeds from exercise of warrants | 0 | 2,963,259 |
Reverse stock split fractional shares | (762) | 0 |
Change in deferred issuance costs | 0 | (116,337) |
Payments on capital lease obligations | (2,246) | (1,786) |
Cash provided by financing activities | 15,022,070 | 2,758,545 |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 6,367,053 | (5,782,392) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 10,061,421 | 11,499,619 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 16,428,474 | 5,717,227 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest expense | $ 0 | $ 364 |
NATURE OF BUSINESS, ORGANIZATIO
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2018 | |
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 clinical stage biopharmaceutical company focused on the discovery, development and commercialization of drugs for the treatment of cancer. The Company’s core objective is to leverage its proprietary phospholipid drug conjugate TM TM The Company is subject to a number of risks similar to those of other small pharmaceutical companies. Principal among these risks are the need to obtain additional financing necessary to fund future operations, dependence on key individuals and suppliers, competition from substitute products and larger companies and the successful development and marketing of its products in a highly regulated environment. The Company believes that it has sufficient liquidity to fund operations through 12 months from the filing of these financial statements, therefore, the accompanying financial statements have been prepared on a basis that assumes 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. However, its future results of operations and ability to obtain additional capital involve significant risks and uncertainties. The Company has devoted substantially all of its efforts toward research and development and has, during the nine months ended September 30, 2018, generated an operating loss of approximately $9,446,000. The Company expects that it will continue to generate operating losses for the foreseeable future. The accompanying condensed consolidated balance sheet as of December 31, 2017 has been derived from audited financial statements. The accompanying unaudited condensed consolidated balance sheet as of September 30, 2018, the condensed consolidated statements of operations for the three months and nine months ended September 30, 2018 and 2017, the condensed consolidated statements of stockholders’ equity for the nine months ended September 30, 2018 and 2017 and the condensed consolidated statements of cash flows for the nine months ended September 30, 2018 and 2017 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, although the company believes that the disclosures made are adequate to make the information not misleading. 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 September 30, 2018 and consolidated results of its operations for the three months and nine months ended September 30, 2018 and 2017, and its cash flows for the nine months ended September 30, 2018 and 2017. The results for the nine months ended September 30, 2018 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, 2017, which was filed with the SEC on March 21, 2018. Principles of Consolidation — The consolidated financial statements include the accounts of the Company and the accounts of its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Reclassifications — Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such classifications did not have a material effect on the Company’s financial condition or results of operations as previously reported. Restricted Cash — The Company accounts for cash that is restricted for other than current operations as restricted cash. Restricted cash at September 30, 2018 and December 31, 2017 consisted of a certificate of deposit of $55,000 required under the Company’s lease agreement for its Madison, Wisconsin facility. 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 nine months ended September 30, 2018 and 2017. 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 of Long - Lived Assets — Long-lived assets other than goodwill consist primarily of fixed assets, which we periodically evaluate for potential impairment. Whenever events or circumstances change, an assessment is made as to whether there has been an impairment in the value of long-lived assets by determining whether projected undiscounted cash flows generated by the applicable asset exceed its net book value as of the assessment date. No such event or change in circumstances occurred; therefore, no such impairment occurred during the nine months ended September 30, 2018 and 2017. 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. As such, the Company recognizes expense based on the estimated fair value of options granted to non-employees over their vesting period, which is generally the period during which services are rendered and deemed completed by such non-employees. Fair Value of Financial Instruments — The guidance under FASB ASC Topic 825, Financial Instruments , requires disclosure of the fair value of certain financial instruments. Financial instruments in the accompanying financial statements consist of cash equivalents, accounts payable and long-term obligations. The carrying amount of cash equivalents and accounts payable approximate their fair value due to their short-term nature. The carrying value of remaining long-term obligations, including the current portion, approximates fair value because the fixed interest rate approximates current market interest rates available on similar instruments. Derivative Instruments — The Company 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 49,425 and 53,306 at September 30, 2018 and December 31, 2017, respectively. The primary underlying risk exposure pertaining to the warrants is the change in fair value of the underlying common stock. Such financial instruments are initially recorded at fair value with subsequent changes in fair value recorded as a component of gain or loss on derivatives on the consolidated statements of operations in each reporting period. If these instruments subsequently meet the requirements for equity classification, the Company reclassifies the fair value to equity. At September 30, 2018 and December 31, 2017, these warrants represented the only outstanding derivative instruments issued or held by the Company. 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. Recent Accounting Pronouncements — In July 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. 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 2017-11 on its results of operations, cash flows and financial position. |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 2. FAIR VALUE In accordance with the Fair Value Measurements and Disclosures Topic of the FASB ASC 820, the Company groups its financial assets and financial liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Level 1: Input prices quoted in an active market for identical financial assets or liabilities. Level 2: Inputs other than prices quoted in Level 1, such as prices quoted for similar financial assets and liabilities in active markets, prices for identical assets and liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data. Level 3: Input prices quoted that are significant to the fair value of the financial assets or liabilities which are not observable or supported by an active market. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company issued warrants to purchase an aggregate of 8,250 common shares in a February 2013 public offering (the “February 2013 Public Offering Warrants”). On February 20, 2014, 2,750 of the February 2013 Public Offering Warrants expired. On May 20, 2016, 1,625 warrants were exercised. The remaining 3,875 warrants expired on February 20, 2018. In August 2014, as part of an underwritten public offering, the Company issued 49,425 warrants to purchase common stock (the “August 2014 Warrants”). The August 2014 Warrants are listed on the Nasdaq Capital Market under the symbol “CLRBW,” however, there are certain periods where trading volume is low; therefore, they are classified as Level 2 within the hierarchy. 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 September 30, 2018 and December 31, 2017: September 30, 2018 Level 1 Level 2 Level 3 Fair Value Liabilities: August 2014 Warrants $ — $ 86,000 $ — $ 86,000 Total $ — $ 86,000 $ — $ 86,000 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 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. As a result of the nature of these inputs and the valuation technique utilized, these warrants are classified within the Level 3 hierarchy. The following table summarizes the modified option-pricing assumptions used: Nine Months Ended September 30, 2018 Twelve Months Ended December 31, 2017 Volatility N/A 76-118 % Risk-free interest rate N/A 1.03-1.39 % Expected life (years) N/A 0.14-0.89 Dividend N/A 0 % 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: Nine Months Ended September 30, 2018 Twelve Months Ended December 31, 2017 Beginning balance – Fair value $ 5,050 $ 27,125 (Gain) on derivatives resulting from change in fair value or extinguishment (5,050 ) (22,075 ) Ending balance – Fair value $ — $ 5,050 In order 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 | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 3. STOCKHOLDERS’ EQUITY July 2018 Public Offering On July 31, 2018, the Company sold 1,355,000 shares of common stock, 1,114 shares of Series C Convertible Preferred Stock (the “Series C Preferred Stock”) convertible into 2,785,000 shares of common stock and Series E warrants to purchase 4,140,000 shares of common stock. The public offering price of a share of common stock together with a Series E warrant to purchase one share of common stock was $4.00. The public offering price of a share of Series C Preferred Stock, each of which is convertible into 2,500 shares of Common Stock, together with a Series E warrant to purchase 2,500 shares of common stock was $10,000. The Series E warrants have an exercise price of $4.00 per share and are exercisable until July 31, 2023. Gross offering proceeds to the Company were $16.56 million, with net proceeds to the Company of approximately $15.03 million after deducting underwriting discounts and commissions and related offering expenses. In order to account for the July 2018 public offering, the Company allocated the proceeds to the common stock, the Series C Preferred Stock and the Series E warrants on a relative fair value basis. Then using the effective conversion price of the Series C Preferred Stock, the Company determined that there was a beneficial conversion feature (“BCF”) of $2,241,795. The BCF did not impact total Stockholders’ Equity but is reflected as a deemed dividend in arriving at net loss attributable to common stockholders. The Series C Preferred Stock includes a beneficial ownership blocker but has no dividend rights (except to the extent that dividends are also paid on the common stock), liquidation preference or other preferences over common stock, and subject to limited exceptions, has no voting rights. As of September 30, 2018, 456 shares of Series C Preferred Stock were converted into 1,140,000 shares of common stock. Reverse Stock Split At a special meeting held on July 12, 2018, our stockholders approved an amendment to our certificate of incorporation to affect a reverse split of our common stock at a ratio between 1:5 to 1:10 and authorized the Board to determine the ratio at which the reverse split would be. The Board authorized the ratio of the reverse split, and effective at the close of business on July 16, 2018, the Company implemented a 1-for-10 reverse stock split of its outstanding common stock. The accompanying condensed consolidated financial statements and accompanying notes to the condensed consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. The shares of common stock that the Company is authorized to issue remains unchanged at 80,000,000 and the par value remains at $0.00001 per share. Accordingly, stockholders’ equity reflects the reverse stock split by reclassifying from common stock to additional paid-in capital an amount equal to the par value of the decreased shares resulting from the reverse stock split. 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 to 80,000,000 which was previously approved by the Company’s stockholders at our annual meeting of stockholders held on May 31, 2017. 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 195,438 shares of its common stock and 41.0412949 shares of its Series B Preferred Stock. The Series B Preferred Stock was offered at $100,000 per share and is immediately convertible into approximately 5,337 shares of common stock for a total of 219,037 shares upon conversion at a price of $18.7375 per share. The common stock was offered at $18.7375 per share. Gross offering proceeds to the Company were $7.76 million. In a concurrent private placement, the Company offered purchasers in the registered direct offering Series D warrants to purchase an aggregate of 310,856 shares of common stock, or 0.75 shares of common stock for each share of common stock purchased directly or issuable upon conversion of shares of preferred stock. The Series B Preferred Stock is non-voting, has no dividend rights (except to the extent dividends are also paid on common stock), liquidation preference, or other preferences over common stock. The Series D warrants are immediately exercisable at an exercise price of $17.80 per share and expire seven years from the closing. The Series D warrants, which are callable by the Company under certain circumstances, will not trade. Gross proceeds were approximately $7.8 million with net proceeds to the Company of approximately $7.1 million. 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 shares of Series B Preferred Stock issued in the October 2017 Registered Direct Offering were converted into 122,751 shares of common stock. During the nine months ended September 30, 2018 the remaining 18 shares of Series B Preferred Stock were converted into 96,284 shares of common stock. Common Stock Warrants The following table summarizes information with regard to outstanding warrants to purchase common stock as of September 30, 2018. Offering Number of Shares Issuable Upon Exercise of Outstanding Warrants Exercise Price Expiration Date July 2018 Series E Warrants 4,140,000 $ 4.00 July 31, 2023 October 2017 Series D Warrants 310,856 $ 17.80 October 14, 2024 November 2016 Public Offering Series C 415,785 $ 15.00 November 29, 2021 April 2016 Underwritten Registered Series A 362,694 $ 30.40 April 20,2021 October 2015 Incremental Series A 30,006 $ 21.30 October 20,2021 October 2015 Private Placement Series A 8,636 $ 21.30 April 1, 2021 October 2015 Offering – Placement Agent 375 $ 283.00 October 1, 2020 August 2014 Public Offering (1) 50,395 $ 468.00 August 20, 2019 Total 5,318,747 (1) These warrants have a certain type of cash settlement feature and they have been accounted for as derivative instruments as described in Note 1, with the exception of 970 warrants issued in August 2014. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 4. STOCK-BASED COMPENSATION Accounting for Stock-Based Compensation The following table summarizes amounts charged to expense for stock-based compensation related to employee and director stock grants and stock option grants and recorded in connection with stock options granted to non-employee consultants: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Employee and director stock and stock option grants: Research and development $ 31,409 $ 46,059 $ 102,161 $ 102,780 General and administrative 132,487 130,265 410,752 470,304 Total stock-based compensation $ 163,896 $ 176,324 $ 512,913 $ 573,084 Assumptions Used In Determining Fair Value for Stock Options Valuation and amortization method . The fair value of each stock option 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% was applied to all unvested options for the nine months ended September 30, 2018 and for the year ended December 31, 2017. Ultimately, the actual expense recognized over the vesting period will be for only those shares that vest. Dividends. The Company has not historically recorded dividends related to stock options. Exercise prices for all grants made during the nine months ended September 30, 2018 and 2017 were equal to the market value of the Company’s common stock on the date of grant. 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, 2017 53,165 $ 73.82 Granted 8,000 $ 11.70 Expired (2,204 ) $ 491.43 Forfeited (2,607 ) $ 19.46 Outstanding at September 30, 2018 56,354 $ 51.18 Exercisable, September 30, 2018 34,142 $ 67.13 7.61 $ — Unvested, September 30, 2018 22,212 $ 26.68 8.57 $ — 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 options exercised during 2018. Shares of common stock issued upon the exercise of options are from authorized but unissued shares. As of September 30, 2018, there was approximately $753,000 of total unrecognized compensation cost related to unvested stock-based compensation arrangements. Of this total amount, the Company expects to recognize approximately $170,000, $480,000, $96,000 and $7,000 during 2018, 2019, 2020 and 2021 respectively. The Company’s expense estimates are based upon the expectation that all unvested stock grants and stock options will vest in the future, less the forfeiture rate discussed above. The weighted-average grant-date fair value of vested and unvested stock grants and stock options outstanding at September 30, 2018 was $45.67 and $21.34, respectively. During the nine months ended September 30, 2018, the Company granted a total of 8,000 options. Restricted Stock Grant s. During 2017, the Company granted 46,000 shares of restricted common stock with a weighted average grant date fair value of $21.00. The shares vest annually over a three year period. As of December 31, 2017, 38,000 shares of restricted common stock were outstanding. There were no restricted stock grants issued during the nine months ended September 30, 2018. A summary of restricted stock activity is as follows: Outstanding non-vested restricted stock at December 31, 2017 38,000 Granted — Vested (12,666 ) Outstanding non-vested restricted stock at September 30, 2018 25,334 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes Payable Disclosure [Text Block] | 5. NOTES PAYABLE During the three months ended March 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. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2018 | |
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 nine months ended September 30, 2018 or 2017 because the Company has experienced losses on a tax basis since inception. Because of the 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 de-recognition, 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 LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 7. NET LOSS PER SHARE Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss 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 grants, stock options and warrants. Since there is a net loss attributable to common stockholders for the three months and nine months ended September 30, 2018 and 2017, 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. The following potentially dilutive securities have been excluded from the computation of diluted net loss per share since their inclusion would be antidilutive: Nine Months Ended September 30, 2018 2017 Warrants 5,318,747 872,653 Stock options 56,354 93,456 Non-vested restricted stock 25,334 38,000 Total potentially dilutive shares 5,400,435 1,004,109 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 8. COMMITMENTS AND CONTINGENCIES Leases - On June 4, 2018, the Company entered into an Agreement of Lease. The Company will lease 3,983 square feet commencing on the date on which the tenant improvements being conducted have been substantially completed and for a term of 64 months from the commencement date. The Company also has an option to extend the term of the lease for one additional 60-month period. The landlord has agreed to provide the Company a contribution of up to $179,235 to the total cost of the tenant improvements. The anticipated completion date is expected during fourth quarter 2018 upon the Company taking possession and control of the physical use of the space. Under the terms of the lease, the Company must pay a security deposit of $75,000 and the aggregate rent due over the term of the lease is approximately $828,000, which will be reduced to approximately $783,000 after certain rent abatements. The Company will also be required to pay its proportionate share of certain operating expenses and real estate taxes applicable to the leased premises. The Company has agreed to extend its lease payments for its Madison, Wisconsin facility from September 14, 2018 to January 14, 2019. This additional time is needed for the Company to remove certain alterations, additions, and improvements required upon termination of the lease. Since this facility is no longer used by the Company, as of September 30, 2018 the company has recorded a liability of approximately $267,000 needed to meet its remaining obligations under the lease. Supply of CLR 131 - On August 7, 2018, the Company was informed by Centre for Probe Development and Commercialization (“CPDC”), the Company’s sole supplier of CLR 131, that CPDC is subject to an Import Alert 66-40 (the “Import Alert”) by the United States Food and Drug Administration (“FDA”). While the basis for the Import Alert was not related to CLR 131, or CPDC’s production facility associated with CLR 131, CPDC informed the Company on August 8, 2018 that CPDC would not be able to supply CLR 131 to the Company until the Import Alert is lifted or alternative agreements are reached with the FDA. On September 24, 2018 the Company announced that the FDA had initiated direct talks with the Company concerning a possible exemption for CLR 131 from the Import Alert. On November 8, 2018, the FDA notified the Company that it has completed its initial review concerning a possible exemption for CLR 131 from the Import Alert placed on CPDC. The FDA authorized CPDC to send shipments to the investigator sites participating in the Company’s ongoing hematology focused clinical trials, including our Phase 2 clinical study for relapsed or refractory multiple myeloma and a range of other B-cell malignancies, and its Phase 1 clinical study for relapsed or refractory multiple myeloma. As a result, the Company plans to resume patient enrollment in those clinical studies. The Company awaits authorization from the FDA for any future shipments in connection with its Phase 1 study of pediatric patients with neuroblastoma, sarcomas, lymphomas (including Hodgkin’s lymphoma) and malignant brain tumors. As a result of the supply disruption, the Company is experiencing delays in patient enrollment for this clinical trial. At this time, the Company is not able to assess the extent of the delays or what impact the supply disruption will have on the Company, but the inability of CPDC to supply CLR 131 for this trial on a prolonged basis would result in further delayed patient enrollment. The Company intends to continue to work with CPDC and the FDA to resolve this issue as soon as practical. Legal - 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. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 9. SUBSEQUENT EVENT On October 12, 2018, option awards were granted to purchase 429,000 shares of the Company’s common stock at an exercise price of $2.61. The grant was divided into definitive grants of 199,950 option awards (“Definitive Grants”) and grants of 229,050 option awards (“Contingent Grants”) contingent upon the approval by the Company’s stockholders of an increase of shares available under the Company’s Amended and Restated 2015 Stock Incentive Plan at the Company’s 2019 annual meeting of stockholders or other special meeting of stockholders called for that purpose. The grant date for the Definitive and Contingent Grants was effective as of October 12, 2018 and the grants have a ten-year term. The Definitive Grants vest over a seven-month period for grantees who are non-employee members of the Company’s board of directors and vest on the first anniversary of the date of grant for grantees who are employees of the Company. The Contingent Grants vest immediately upon the aforementioned stockholders’ approval for grantees who are non-employee members of the Company’s board of directors. For grantees who are employees, the Contingent Grants vest over a period of three years from the grant date, vesting in twenty-four equal monthly installments over a 24- month period beginning on the first anniversary of the grant date. |
NATURE OF BUSINESS, ORGANIZAT_2
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation — The consolidated financial statements include the accounts of the Company and the accounts of its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Reclassification, Policy [Policy Text Block] | Reclassifications — Certain amounts in prior periods have been reclassified to conform to the current year presentation. Such classifications did not have a material effect on the Company’s financial condition or results of operations as previously reported. |
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 September 30, 2018 and December 31, 2017 consisted of a certificate of deposit of $55,000 required under the Company’s lease agreement for its Madison, Wisconsin facility. |
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 nine months ended September 30, 2018 and 2017. 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 — Long-lived assets other than goodwill consist primarily of fixed assets, which we periodically evaluate for potential impairment. Whenever events or circumstances change, an assessment is made as to whether there has been an impairment in the value of long-lived assets by determining whether projected undiscounted cash flows generated by the applicable asset exceed its net book value as of the assessment date. No such event or change in circumstances occurred; therefore, no such impairment occurred during the nine months ended September 30, 2018 and 2017. |
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. As such, the Company recognizes expense based on the estimated fair value of options granted to non-employees over their vesting period, which is generally the period during which services are rendered and deemed completed by such non-employees. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments — The guidance under FASB ASC Topic 825, Financial Instruments , requires disclosure of the fair value of certain financial instruments. Financial instruments in the accompanying financial statements consist of cash equivalents, accounts payable and long-term obligations. The carrying amount of cash equivalents and accounts payable approximate their fair value due to their short-term nature. The carrying value of remaining long-term obligations, including the current portion, approximates fair value because the fixed interest rate approximates current market interest rates available on similar instruments. |
Derivatives, Policy [Policy Text Block] | Derivative Instruments — The Company 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 49,425 and 53,306 at September 30, 2018 and December 31, 2017, respectively. The primary underlying risk exposure pertaining to the warrants is the change in fair value of the underlying common stock. Such financial instruments are initially recorded at fair value with subsequent changes in fair value recorded as a component of gain or loss on derivatives on the consolidated statements of operations in each reporting period. If these instruments subsequently meet the requirements for equity classification, the Company reclassifies the fair value to equity. At September 30, 2018 and December 31, 2017, these warrants represented the only outstanding derivative instruments issued or held by the Company. |
Lessor, Leases [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. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements — In July 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. 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 2017-11 on its results of operations, cash flows and financial position. |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 September 30, 2018 and December 31, 2017: September 30, 2018 Level 1 Level 2 Level 3 Fair Value Liabilities: August 2014 Warrants $ — $ 86,000 $ — $ 86,000 Total $ — $ 86,000 $ — $ 86,000 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 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The following table summarizes the modified option-pricing assumptions used: Nine Months Ended September 30, 2018 Twelve Months Ended December 31, 2017 Volatility N/A 76-118 % Risk-free interest rate N/A 1.03-1.39 % Expected life (years) N/A 0.14-0.89 Dividend N/A 0 % |
Schedule Of Changes In Fair Value Warrants Classified Level Three [Table Text Block] | The following table summarizes the changes in the fair market value of the Company’s warrants which are classified within the Level 3 fair value hierarchy: Nine Months Ended September 30, 2018 Twelve Months Ended December 31, 2017 Beginning balance – Fair value $ 5,050 $ 27,125 (Gain) on derivatives resulting from change in fair value or extinguishment (5,050 ) (22,075 ) Ending balance – Fair value $ — $ 5,050 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 September 30, 2018. Offering Number of Shares Issuable Upon Exercise of Outstanding Warrants Exercise Price Expiration Date July 2018 Series E Warrants 4,140,000 $ 4.00 July 31, 2023 October 2017 Series D Warrants 310,856 $ 17.80 October 14, 2024 November 2016 Public Offering Series C 415,785 $ 15.00 November 29, 2021 April 2016 Underwritten Registered Series A 362,694 $ 30.40 April 20,2021 October 2015 Incremental Series A 30,006 $ 21.30 October 20,2021 October 2015 Private Placement Series A 8,636 $ 21.30 April 1, 2021 October 2015 Offering – Placement Agent 375 $ 283.00 October 1, 2020 August 2014 Public Offering (1) 50,395 $ 468.00 August 20, 2019 Total 5,318,747 (1) These warrants have a certain type of cash settlement feature and they have been accounted for as derivative instruments as described in Note 1, with the exception of 970 warrants issued in August 2014. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 grants and stock option grants and recorded in connection with stock options granted to non-employee consultants: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Employee and director stock and stock option grants: Research and development $ 31,409 $ 46,059 $ 102,161 $ 102,780 General and administrative 132,487 130,265 410,752 470,304 Total stock-based compensation $ 163,896 $ 176,324 $ 512,913 $ 573,084 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 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, 2017 53,165 $ 73.82 Granted 8,000 $ 11.70 Expired (2,204 ) $ 491.43 Forfeited (2,607 ) $ 19.46 Outstanding at September 30, 2018 56,354 $ 51.18 Exercisable, September 30, 2018 34,142 $ 67.13 7.61 $ — Unvested, September 30, 2018 22,212 $ 26.68 8.57 $ — |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of restricted stock activity is as follows: Outstanding non-vested restricted stock at December 31, 2017 38,000 Granted — Vested (12,666 ) Outstanding non-vested restricted stock at September 30, 2018 25,334 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following potentially dilutive securities have been excluded from the computation of diluted net loss per share since their inclusion would be antidilutive: Nine Months Ended September 30, 2018 2017 Warrants 5,318,747 872,653 Stock options 56,354 93,456 Non-vested restricted stock 25,334 38,000 Total potentially dilutive shares 5,400,435 1,004,109 |
NATURE OF BUSINESS, ORGANIZAT_3
NATURE OF BUSINESS, ORGANIZATION AND GOING CONCERN (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 49,425 | 49,425 | 53,306 | |||
Operating Income (Loss) | $ (3,087,492) | $ (3,483,768) | $ (9,445,938) | $ (9,512,473) | ||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 16,428,474 | $ 5,717,227 | 16,428,474 | $ 5,717,227 | $ 10,061,421 | $ 11,499,619 |
Certificates of Deposit [Member] | ||||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 55,000 | $ 55,000 | $ 55,000 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Liabilities: | ||
Derivative Liability, Current | $ 86,000 | $ 105,050 |
February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 5,050 | |
August 2014 Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 86,000 | 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 | |
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 | 86,000 | 100,000 |
Fair Value, Inputs, Level 2 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 0 | |
Fair Value, Inputs, Level 2 [Member] | August 2014 Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 86,000 | 100,000 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 0 | 5,050 |
Fair Value, Inputs, Level 3 [Member] | February 2013 Public Offering Warrants [Member] | ||
Liabilities: | ||
Derivative Liability, Current | 5,050 | |
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 | |
Dividend | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions Rate | 0.00% |
Maximum [Member] | Volatility | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions Rate | 118.00% |
Maximum [Member] | Risk-free interest rate | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions Rate | 1.39% |
Maximum [Member] | Expected life (years) | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions Term | 10 months 20 days |
Minimum [Member] | Volatility | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions Rate | 76.00% |
Minimum [Member] | Risk-free interest rate | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions Rate | 1.03% |
Minimum [Member] | Expected life (years) | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Fair Value Assumptions Term | 1 month 20 days |
FAIR VALUE (Details 2)
FAIR VALUE (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
(Gain) on derivatives resulting from change in fair value or extinguishment | $ 66,000 | $ 9,100 | $ 19,050 | $ 16,625 | |
Fair Value, Inputs, Level 3 [Member] | |||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Beginning balance - Fair value | 5,050 | $ 27,125 | $ 27,125 | ||
(Gain) on derivatives resulting from change in fair value or extinguishment | (5,050) | (22,075) | |||
Ending balance - Fair value | $ 0 | $ 0 | $ 5,050 |
FAIR VALUE (Details Textual)
FAIR VALUE (Details Textual) - shares | 1 Months Ended | ||||
May 20, 2016 | Feb. 20, 2014 | Sep. 30, 2018 | 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 | 5,318,747 | ||||
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 | 8,250 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Expirations | 2,750 | ||||
Number Of Warrants Exercised | 1,625 | ||||
Warrants Expiration Date | Feb. 20, 2018 | ||||
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 | 3,875 | ||||
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 | 49,425 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | 9 Months Ended | ||
Sep. 30, 2018 | Jul. 31, 2017 | ||
Class of Warrant or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 5,318,747 | ||
Exercise Price (in dollars per share) | $ 4 | ||
July 2018 Series E Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 4,140,000 | ||
Exercise Price (in dollars per share) | $ 4 | ||
Warrants Expiration Date | Jul. 31, 2023 | ||
October 2017 Series D Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 310,856 | ||
Exercise Price (in dollars per share) | $ 17.80 | ||
Warrants Expiration Date | Oct. 14, 2024 | ||
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) | 415,785 | ||
Exercise Price (in dollars per share) | $ 15 | ||
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) | 362,694 | ||
Exercise Price (in dollars per share) | $ 30.40 | ||
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) | 30,006 | ||
Exercise Price (in dollars per share) | $ 21.30 | ||
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) | 8,636 | ||
Exercise Price (in dollars per share) | $ 21.30 | ||
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) | 375 | ||
Exercise Price (in dollars per share) | $ 283 | ||
Warrants Expiration Date | Oct. 1, 2020 | ||
August 2014 Public Offering [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | [1] | 50,395 | |
Exercise Price (in dollars per share) | [1] | $ 468 | |
Warrants Expiration Date | [1] | Aug. 20, 2019 | |
[1] | These warrants have a certain type of cash settlement feature and they have been accounted for as derivative instruments as described in Note 1, with the exception of 970 warrants issued in August 2014. |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | Oct. 12, 2017 | Jul. 16, 2018 | Jul. 31, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Sep. 12, 2017 | Aug. 31, 2014 |
Class of Warrant or Right [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,355,000 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,318,747 | 5,318,747 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | |||||||||||||
Common Stock, Shares Authorized | 80,000,000 | 80,000,000 | 80,000,000 | |||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 2,785,000 | |||||||||||||
Stock Issued During Period, Value, New Issues | $ 15,025,077 | |||||||||||||
Stock Issued During Period On Exercise Of Warrants, Value | $ 22,500 | $ 6,000 | $ 2,934,759 | |||||||||||
Proceeds from Warrant Exercises | $ 0 | $ 2,963,259 | ||||||||||||
Stockholders' Equity, Reverse Stock Split | At a special meeting held on July 12, 2018, our stockholders approved an amendment to our certificate of incorporation to affect a reverse split of our common stock at a ratio between 1:5 to 1:10 and authorized the Board to determine the ratio at which the reverse split would be. The Board authorized the ratio of the reverse split, and effective at the close of business on July 16, 2018, the Company implemented a 1-for-10 reverse stock split of its outstanding common stock. The accompanying condensed consolidated financial statements and accompanying notes to the condensed consolidated financial statements give retroactive effect to the reverse stock split for all periods presented. The shares of common stock that the Company is authorized to issue remains unchanged at 80,000,000 and the par value remains at $0.00001 per share. Accordingly, stockholders' equity reflects the reverse stock split by reclassifying from common stock to additional paid-in capital an amount equal to the par value of the decreased shares resulting from the reverse stock split. | |||||||||||||
Share Price | $ 4 | |||||||||||||
Proceeds from Issuance or Sale of Equity | $ 16,560,000 | |||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Jul. 31, 2023 | |||||||||||||
Net Proceeds from Issuance or Sale of Equity After Deducting Underwriting Discounts and Commissions and Related Offering Expenses | $ 15,030,000 | |||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 0 | $ 0 | $ 0 | 0 | ||||||||||
Warrant [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,140,000 | |||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 122,751 | |||||||||||||
Conversion of Stock, Shares Converted | 18 | 23 | ||||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 18 | |||||||||||
Preferred Stock Convertible Beneficial Conversion Feature | $ 1,448,945 | |||||||||||||
Convertible Preferred Stock, Shares Issuable upon Conversion | 96,284 | 96,284 | ||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,114 | |||||||||||||
Preferred Stock, Shares Outstanding | 658 | 658 | 0 | |||||||||||
Preferred Stock Convertible Beneficial Conversion Feature | $ 2,241,795 | |||||||||||||
Convertible Preferred Stock, Terms of Conversion | Series C Preferred Stock, each of which is convertible into 2,500 shares of Common Stock, together with a Series E warrant to purchase 2,500 shares of common stock | |||||||||||||
Share Price | $ 10,000 | |||||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 456 | |||||||||||||
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 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 | 5,337 | |||||||||||||
Convertible Preferred Stock, Total Number of Shares Issued upon Conversion | 219,037 | |||||||||||||
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 | 970 | |||||||||||||
Common Stock [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,355,000 | |||||||||||||
Common Stock, Shares Authorized | 80,000,000 | 40,000,000 | ||||||||||||
Stock Issued During Period, Value, New Issues | $ 14 | |||||||||||||
Preferred Stock, Shares Outstanding | 1,140,000 | 1,140,000 | ||||||||||||
Stock Issued During Period On Exercise Of Warrants, Value | $ 0 | $ 0 | 2 | |||||||||||
Stock Issued During Period, Value, Stock Options Exercised | $ 11 | $ 1 | $ 1 | $ 1 | ||||||||||
Common Stock [Member] | October 2017 Registered public offering [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 195,438 | |||||||||||||
Convertible Preferred Stock Conversion Price | $ 18.7375 | |||||||||||||
Series D Warrants [Member] | October 2017 Registered public offering [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 310,856 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 17.80 | |||||||||||||
Stock Issued During Period On Exercise Of Warrants, Value | $ 7,800,000 | |||||||||||||
Common Stock, Conversion Basis | 0.75 | |||||||||||||
Proceeds from Warrant Exercises | $ 7,100,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | ||||
Total stock-based compensation | $ 163,896 | $ 176,324 | $ 512,913 | $ 573,084 |
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 | 31,409 | 46,059 | 102,161 | 102,780 |
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 | $ 132,487 | $ 130,265 | $ 410,752 | $ 470,304 |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) - Stock Option Activity [Member] | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Share-based Compensation, Stock Options, Activity [Line Items] | |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 53,165 |
Granted - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 8,000 |
Expired- Number of Shares Issuable Upon Exercise of Outstanding Options | shares | (2,204) |
Forfeited - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | (2,607) |
Outstanding - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 56,354 |
Exercisable - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 34,142 |
Unvested - Number of Shares Issuable Upon Exercise of Outstanding Options | shares | 22,212 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 73.82 |
Granted - Weighted Average Exercise Price (in dollars per share) | $ / shares | 11.70 |
Expired- Weighted Average Exercise Price (in dollars per share) | $ / shares | 491.43 |
Forfeited - Weighted Average Exercise Price (in dollars per share) | $ / shares | 19.46 |
Outstanding - Weighted Average Exercise Price (in dollars per share) | $ / shares | 51.18 |
Exercisable - Weighted Average Exercise Price (in dollars per share) | $ / shares | 67.13 |
Unvested - Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 26.68 |
Exercisable - Weighted Average Remaining Contracted Term in Years | 7 years 7 months 10 days |
Unvested - Weighted Average Remaining Contracted Term in Years | 8 years 6 months 25 days |
Exercisable - Aggregate Intrinsic Value (in dollars) | $ | $ 0 |
Unvested - Aggregate Intrinsic Value (in dollars) | $ | $ 0 |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details 2) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2018shares | |
Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Line Items] | |
Outstanding non-vested restricted stock at December 31, 2017 | 38,000 |
Granted | 0 |
Vested | (12,666) |
Outstanding non-vested restricted stock at September 30, 2018 | 25,334 |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share Based Compensation Nonvested Total Compensation In Current Year | $ 170,000 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Two | 480,000 | |
Employee Service Share Based Compensation Nonvested Total Compensation In Year Three | 96,000 | |
Employee Service Share Based Compensation Nonvested Total Compensation in Year Four | 7,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 753,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 45.67 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 21.34 | |
Stock Option Activity [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 8,000 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 46,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 21 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 25,334 | 38,000 |
Employee [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Annual Forfeiture Rate Percentage | 2.00% | 2.00% |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) | Mar. 31, 2017USD ($) |
Secured Debt [Member] | |
Line of Credit Facility [Line Items] | |
Notes Payable, Noncurrent | $ 450,000 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - Convertible Debt [Member] - shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,400,435 | 1,004,109 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,318,747 | 872,653 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 56,354 | 93,456 |
Non-vested restricted stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 25,334 | 38,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) | Jun. 04, 2018USD ($)ft² | Sep. 30, 2018USD ($) |
Area of Land | ft² | 3,983 | |
Lessee, Operating Lease, Term of Contract | 64 months | |
Lessee, Operating Lease, Option to Extend | The Company also has an option to extend the term of the lease for one additional 60-month period | |
Proceeds to be Received for Tenant Improvements | $ 179,235 | |
Payments for Leases Security Deposits | $ 75,000 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 828,000 | |
Lessee, Operating Lease, Liability, Payments, Due | 783,000 | |
Finance Lease, Liability | $ 267,000 |
SUBSEQUENT EVENT (Details Textu
SUBSEQUENT EVENT (Details Textual) - Subsequent Event [Member] | Oct. 12, 2018$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 429,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 2.61 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |
Definitive Grants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 199,950 |
Contingent Grants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 229,050 |