Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 21, 2014 | Jun. 28, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'MRI INTERVENTIONS, INC. | ' | ' |
Document Type | '10-K | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 55,889,224 | ' |
Entity Public Float | ' | ' | $55,360,229 |
Amendment Flag | 'false | ' | ' |
Entity Central Index Key | '0001285550 | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash and cash equivalents | $3,516,244 | $1,620,005 |
Accounts receivable | 770,352 | 445,432 |
Inventory | 1,477,161 | 899,702 |
Prepaid expenses and other current assets | 174,870 | 110,873 |
Total current assets | 5,938,627 | 3,076,012 |
Property and equipment, net | 903,160 | 1,287,115 |
Software license inventory | 927,500 | 1,137,500 |
Other assets | 103,783 | 51,119 |
Total assets | 7,873,070 | 5,551,746 |
Current liabilities: | ' | ' |
Accounts payable | 1,376,627 | 1,961,195 |
Accrued compensation | 210,359 | 278,124 |
Other accrued liabilities | 310,317 | 1,177,142 |
Derivative liabilites | 3,747,858 | 2,129,091 |
Related party deferred revenues | ' | 650,000 |
Deferred product and service revenues | 106,859 | 112,725 |
Total current liabilities | 10,090,621 | 6,308,277 |
Other accrued liabilities | 531,830 | 574,722 |
Note payable, net of unamortized discount of $437,261 and $0 at December 31, 2013 and 2012, respectively | 3,852,183 | 2,000,000 |
Junior secured notes payable, net of unamortized discount of $2,767,595 and $2,804,451 at December 31, 2013 and 2012, respectively | 232,405 | 195,549 |
Total liabilities | 14,707,039 | 13,417,149 |
Commitments and contingencies (Notes 5, 8, 10, 11 and 12) | ' | ' |
Stockholders' deficit: | ' | ' |
Common stock, $0.01 par value; 100,000,000 shares authorized; 58,536,972 shares issued and outstanding at December 31, 2013; and 48,418,830 and 48,093,000 issued and outstanding, respectively, at December 31, 2012 | 585,369 | 484,187 |
Additional paid-in capital | 65,333,264 | 58,995,972 |
Treasury stock, at cost, 325,830 common shares at December 31, 2012 | ' | -1,679,234 |
Accumulated deficit | -72,752,602 | -65,666,328 |
Total stockholders' deficit | -6,833,969 | -7,865,403 |
Total liabilities and stockholders' deficit | 7,873,070 | 5,551,746 |
Current Related Party Convertible Notes Payable [Member] | ' | ' |
Current liabilities: | ' | ' |
Related party convertible notes payable | 4,338,601 | ' |
Noncurrent Related Party Convertible Notes Payable [Member] | ' | ' |
Current liabilities: | ' | ' |
Related party convertible notes payable | ' | $4,338,601 |
Balance_Sheets_Parentheticals
Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Common stock, par value (in Dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 58,536,972 | 48,418,830 |
Common stock, shares outstanding | 58,536,972 | 48,093,000 |
Treasury stock, shares | ' | 325,830 |
Note Payable Net [Member] | ' | ' |
Unamortized discount (in Dollars) | $437,261 | $0 |
Junior Secured Notes Payable, Net [Member] | ' | ' |
Unamortized discount (in Dollars) | $2,767,595 | $2,804,451 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Revenues: | ' | ' |
Product revenues | $2,914,774 | $1,170,679 |
Development service revenues | 283,764 | 541,182 |
Other service revenues | 82,037 | ' |
Related party license revenues | 650,000 | 3,346,374 |
Total revenues | 3,930,575 | 5,058,235 |
Costs and operating expenses: | ' | ' |
Cost of product revenues | 1,421,148 | 555,703 |
Research and development: | ' | ' |
Research and development costs | 2,922,912 | 2,484,503 |
Reversal of research and development obligation | ' | -882,537 |
Selling, general, and administrative | 7,061,286 | 6,029,844 |
Total costs and operating expenses | 11,405,346 | 8,187,513 |
Operating loss | -7,474,771 | -3,129,278 |
Other income (expense): | ' | ' |
Gain (loss) on change in fair value of deriviative liabilities | 1,686,478 | -171,371 |
Gain on forgiveness of amounts in accounts payable | 477,263 | ' |
Loss on note payable modification | -1,356,177 | ' |
Other income, net | 56,228 | 3,586 |
Interest income | 24,544 | 14,152 |
Interest expense | -499,839 | -2,594,807 |
Net loss | ($7,086,274) | ($5,877,718) |
Net loss per share attributable to common stockholders: | ' | ' |
Basic and diluted (in Dollars per share) | ($0.12) | ($0.15) |
Weighted average shares outstanding: | ' | ' |
Basic and diluted (in Shares) | 57,261,713 | 40,374,048 |
Statements_of_Stockholders_Def
Statements of Stockholders' Deficit (USD $) | Issued with Convertible Notes Payable [Member] | Issued with Convertible Notes Payable [Member] | Issued to Placement Agents and Subagents [Member] | Issued to Placement Agents and Subagents [Member] | Conversion of Convertible Notes and Accrued Interest [Member] | Conversion of Convertible Notes and Accrued Interest [Member] | Conversion of Convertible Notes and Accrued Interest [Member] | Conversion of Series A Preferred Stock [Member] | Conversion of Series A Preferred Stock [Member] | Conversion of Series A Preferred Stock [Member] | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | ||||||||||
Balances at Dec. 31, 2011 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,965,000 | $164,108 | $31,495,593 | ($1,679,234) | ($59,788,610) | ($21,843,143) |
Balances (in Shares) at Dec. 31, 2011 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,965,000 | 16,084,990 | ' | ' | ' | ' |
Employee share-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,168,034 | ' | ' | 1,168,034 |
Beneficial conversion feature of convertible notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 383,204 | ' | ' | 383,204 |
Warrants issued | 383,204 | 383,204 | 237,299 | 237,299 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of convertible securities into common stock | ' | ' | ' | ' | 163,977 | 11,216,232 | 11,380,209 | -7,965,000 | 79,650 | 7,885,350 | ' | ' | ' | ' | ' | ' |
Conversion of convertible securities into common stock (in Shares) | ' | ' | ' | ' | 16,397,727 | ' | ' | -7,965,000 | 7,965,000 | ' | ' | ' | ' | ' | ' | ' |
Non-employee share based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 863,257 | ' | ' | 863,257 |
Common stock issued in exchange for settlement of software license obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000 | 1,647,500 | ' | ' | 1,662,500 |
Common stock issued in exchange for settlement of software license obligations (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' |
Issuance of common stock in payment of director fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 519 | 124,106 | ' | ' | 124,625 |
Issuance of common stock in payment of director fees (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,928 | ' | ' | ' | ' |
July 2012 unit offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 54,545 | 3,504,230 | ' | ' | 3,558,775 |
July 2012 unit offering (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,454,523 | ' | ' | ' | ' |
Exercise of options and warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,388 | 87,963 | ' | ' | 94,351 |
Exercise of options and warrants (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 638,832 | ' | ' | ' | 14,000 |
Net loss for the year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,877,718 | -5,877,718 |
Balances at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 484,187 | 58,995,972 | -1,679,234 | -65,666,328 | -7,865,403 |
Balances (in Shares) at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,093,000 | ' | ' | ' | ' |
January 2013 Private Placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 92,017 | 6,407,533 | ' | ' | 6,499,550 |
January 2013 Private Placement (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,201,684 | ' | ' | ' | ' |
Employee share-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,458,271 | ' | ' | 1,458,271 |
Issuance of common stock in payment of director fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,145 | 139,117 | ' | ' | 140,262 |
Issuance of common stock in payment of director fees (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 114,459 | ' | ' | ' | ' |
Retirement of treasury stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,258 | -1,675,976 | 1,679,234 | ' | ' |
Exercise of options and warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,278 | 8,347 | ' | ' | 19,625 |
Exercise of options and warrants (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,127,829 | ' | ' | ' | ' |
Net loss for the year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -7,086,274 | -7,086,274 |
Balances at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $585,369 | $65,333,264 | ' | ($72,752,602) | ($6,833,969) |
Balances (in Shares) at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58,536,972 | ' | ' | ' | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($7,086,274) | ($5,877,718) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ' | ' |
Depreciation and license amortization | 426,183 | 416,970 |
Share-based compensation | 1,458,271 | 2,031,291 |
Expenses paid through the issuance of common stock | 140,262 | 124,625 |
(Gain) loss on change in fair value of derivative liabilities | -1,686,478 | 171,371 |
Gain on negotiated reductions in accounts payable and other accrued expenses | -477,263 | ' |
Loss on loan modification | 1,356,177 | ' |
Amortization and write-off of debt issuance costs and original issue discounts | 143,418 | 2,061,078 |
Increase (decrease) in cash resulting from changes in: | ' | ' |
Accounts receivable | -324,920 | -43,852 |
Inventory | -309,551 | -270,686 |
Cost of deferred product revenue | ' | -47,639 |
Prepaid expenses and other current assets | -63,997 | -43,461 |
Other assets | -2,550 | 16,581 |
Accounts payable and accrued expenses | -695,343 | -2,738,727 |
Deferred revenue | -655,866 | -3,233,649 |
Net cash flows from operating activities | -7,777,931 | -7,433,816 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -74,469 | -127,453 |
Acquisition of license | -100,000 | ' |
Net cash flows from investing activities | -174,469 | -127,453 |
Cash flows from financing activities: | ' | ' |
Net proceeds from issuance of convertible notes payable | ' | 3,424,950 |
Net proceeds from equity private placement | 9,829,014 | 5,516,495 |
Proceeds from warrant exercises | 19,625 | 94,351 |
Net cash flows from financing activities | 9,848,639 | 9,035,796 |
Net change in cash and cash equivalents | 1,896,239 | 1,474,527 |
Cash and cash equivalents, beginning of period | 1,620,005 | 145,478 |
Cash and cash equivalents, end of period | 3,516,244 | 1,620,005 |
Cash paid for: | ' | ' |
Income taxes | ' | ' |
Interest | $11,168 | $33,200 |
NonCash_Transactions
Non-Cash Transactions | 12 Months Ended | ||
Dec. 31, 2013 | |||
Supplemental Cash Flow Elements [Abstract] | ' | ||
Cash Flow, Supplemental Disclosures [Text Block] | ' | ||
NON-CASH INVESTING AND FINANCING TRANSACTIONS: | |||
● | In February 2012, the terms of related party notes payable were modified (see Note 6) and accrued interest of $838,601 was added to the principal balances of the original notes. | ||
● | Upon the effectiveness of the Company’s Form 10 registration statement in February 2012, the principal balance of convertible notes payable totaling $10,811,500 and the related accrued interest of $974,311 were converted into shares of the Company’s common stock (see Note 8). In addition, unamortized debt discounts totaling $405,602 at the conversion date related to the relative fair value of warrants issued in connection with the issuance of the convertible notes (originally accounted for as equity) were offset against additional paid-in capital. | ||
● | In February 2012, warrants with a fair value of $237,299 (recorded as deferred financing costs and additional paid-in capital) were issued to the placement agent and its sub-placement agents in connection with the Company’s sale of units consisting of secured convertible notes and common stock warrants (see Note 8). | ||
● | In January and February 2012, both the $383,204 relative fair value of warrants and the $383,204 intrinsic value of the beneficial conversion feature associated with notes issued by the Company in an offering of units (see Note 8) were recorded as additional paid-in capital and a discount to the convertible notes payable. | ||
● | In June 2012, the Company issued 1,500,000 shares of its common stock in exchange for settlement of accounts payable of $612,500 and the purchase of software licenses in the amount of $1,050,000 (see Note 10). | ||
● | At December 31, 2012, deferred financing costs in the amount of $24,219, were included in accrued expenses. | ||
● | ClearPoint reusable components were transferred from inventory to loaned systems, which is a component of property and equipment, during the year ended December 31, 2012 with a cost of $339,802. During the year ended December 31, 2013, a net amount of ClearPoint reusable components with a cost of $143,372 and accumulated depreciation of $115,952 were transferred from loaned systems to inventory at the net carrying cost. | ||
● | In March 2013, in connection with a loan modification, accrued interest in the amount of $389,444 was rolled into the principal balance of a note payable. | ||
Note_1_Description_of_the_Busi
Note 1 - Description of the Business and Liquidity | 12 Months Ended | ||
Dec. 31, 2013 | |||
Disclosure Text Block [Abstract] | ' | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' | ||
1. Description of the Business and Liquidity | |||
MRI Interventions, Inc. (the “Company”) is a medical device company focused on the development and commercialization of technology that enables physicians to see inside the brain and heart using direct, intra-procedural magnetic resonance imaging, or MRI, guidance while performing minimally invasive surgical procedures. The Company was incorporated in the State of Delaware on March 12, 1998. The Company’s principal executive office is located in Memphis, Tennessee, and the Company’s principal operations are located in Irvine, California. The Company established MRI Interventions (Canada) Inc., a wholly-owned subsidiary incorporated in Canada, in August 2013. This subsidiary was established primarily for the purpose of performing software development, and there was minimal activity in this new subsidiary during 2013. | |||
The Company’s ClearPoint system, an integrated system comprised of reusable components and disposable products, is designed to allow minimally invasive procedures in the brain to be performed in an MRI suite. The Company received 510(k) clearance from the Food and Drug Administration (“FDA”) in 2010 to market the ClearPoint system in the United States for general neurological interventional procedures. The Company’s ClearTrace system is a product candidate under development that is designed to allow catheter-based minimally invasive procedures in the heart to be performed in an MRI suite. The Company has also entered into exclusive licensing and development agreements (see Note 5 and 12) with affiliates of Boston Scientific Corporation (“Boston Scientific”), pursuant to which Boston Scientific may incorporate certain of the Company’s MRI-safety technologies into Boston Scientific’s implantable leads for cardiac and neurological applications. | |||
In December 2011, the Company filed a Form 10 registration statement with the Securities and Exchange Commission (“SEC”) to register the Company’s common stock as a class of equity securities under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such Form 10 registration statement became effective on February 27, 2012. As a result, the Company became a public reporting company subject to the periodic reporting requirements of the Exchange Act. | |||
Liquidity and Management’s Plans | |||
For the years ended December 31, 2013 and 2012, the Company incurred net losses of $7,086,274 and $5,877,718, respectively, and the cumulative net loss since the Company’s inception through December 31, 2013 was $72,752,602. The Company expects such losses to continue through at least the year ending December 31, 2014 as the Company continues to commercialize its ClearPoint system and pursue research and development activities. Net cash used in operations was $7,777,931 and $7,433,816 for the years ended December 31, 2013 and 2012, respectively. Since inception, the Company has financed its activities principally from the sale of equity securities, the issuance of convertible notes and license arrangements. | |||
The Company’s primary financing activities during the years ended December 31, 2013 and 2012 were: | |||
● | a January 2013 equity private placement, which resulted in net proceeds of $9,829,014; | ||
● | a July 2012 equity private placement, which resulted in net proceeds of $5,516,495; and | ||
● | a unit offering the Company completed in February 2012, which resulted in net proceeds of $4,946,560, $3,424,950 of which were received in 2012 and $1,521,610 of which were received in 2011. | ||
In March 2014, the Company conducted a private offering (see Note 12) in which it sold securities, consisting of non-convertible notes payable and common stock warrants, for net proceeds of approximately $3,400,000. In addition, in March 2014 the Company completed a transaction with Boston Scientific that resulted in the cancellation of $4,338,601 in related party convertible notes payable which were scheduled to mature in 2014 (see Note 12). While the Company expects to continue to use cash in operations, the Company believes its cash and cash equivalents at December 31, 2013 of $3,516,244, combined with the net proceeds from the March 2014 private offering and cash expected to be generated from product sales, will be sufficient to meet its anticipated cash requirements through at least March 2015. | |||
During 2014, the Company expects to increase revenues from sales of ClearPoint system products as a result of the additions the Company made in 2013 to its sales and clinical support team. If necessary, certain planned expenditures, including expenditures related to research and development projects, sponsored research, public and investor relations efforts, planned hires, and patent filings, could be deferred or forgone if the Company believes it is necessary to do so in order to fund operations. In addition, if necessary, the Company could implement restrictions on non-essential travel, put in place a salary deferral program for certain employees, reduce utilization of outside professional service providers and implement a reduction in the Company's workforce. | |||
To the extent the Company’s available cash and cash equivalents are insufficient to satisfy its long-term operating requirements, the Company will need to seek additional sources of funds, from the sale of equity or debt securities or through a credit facility, or the Company will need to modify its current business plan. There can be no assurances that the Company will be able to obtain additional financing on commercially reasonable terms, if at all. The sale of additional equity or convertible debt securities would likely result in dilution to the Company’s current stockholders. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Significant Accounting Policies [Text Block] | ' | ||||||||||||||||
2. Summary of Significant Accounting Policies | |||||||||||||||||
Basis of Presentation and Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. | |||||||||||||||||
Derivative Liability for Warrants to Purchase Common Stock | |||||||||||||||||
The derivative liability for warrants represents the fair value of warrants issued in connection with private placements of shares of the Company’s common stock (see Note 8). These warrants are presented as liabilities based on certain exercise price reset and net cash settlement provisions. The liability, which is recorded at fair value on the accompanying balance sheets, is calculated utilizing the Monte Carlo simulation valuation method. The change in fair value of these warrants is recognized as other income or expense in the statements of operations. | |||||||||||||||||
Other Derivative Financial Instruments | |||||||||||||||||
The Company adjusts its derivative financial instruments to fair value at each balance sheet date (see Note 6). Changes in the fair values of derivatives are recorded each period as gains or losses in the statements of operations unless the derivatives qualify for hedge accounting. At December 31, 2013 and 2012, the Company did not have any derivative instruments that were designated as hedges. | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their short maturities. | |||||||||||||||||
The table below reflects the carrying values and the estimated fair values of the Company’s outstanding notes payable at December 31, 2013: | |||||||||||||||||
Carrying Values | Estimated | ||||||||||||||||
Fair Value | |||||||||||||||||
Related party Boston Scientific convertible notes payable | $ | 4,338,601 | $ | 4,000,842 | |||||||||||||
Note payable | 3,852,183 | 3,852,183 | |||||||||||||||
Junior secured notes payable | 232,405 | 2,095,610 | |||||||||||||||
The difference between the carrying value of the related party Boston Scientific convertible notes payable, which is equal to the face value due to troubled debt restructuring accounting (see Note 6), and the estimated fair value is attributable to the fact that no interest is charged per the terms of the convertible notes payable, which is below market. The difference between the carrying value and the fair value of the junior secured notes payable relates to an unamortized debt discount (see Note 7). | |||||||||||||||||
The Company measures and records certain financial assets and liabilities at fair value on a recurring basis. GAAP provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (“Level 1”), the next priority is given to quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active, that is, markets in which there are few transactions for the asset or liability (“Level 2”) and the lowest priority to unobservable inputs (“Level 3”). The table below reflects the level of the inputs used in the Company’s fair value calculation for instruments carried at fair value: | |||||||||||||||||
Quoted Prices in | Significant | Significant | Total Fair | ||||||||||||||
Active Markets | Observable | Unobservable | Value | ||||||||||||||
(Level 1) | Inputs (Level 2) | Inputs (Level 3) | |||||||||||||||
At December 31, 2013: | |||||||||||||||||
Derivative liability - warrants | $ | - | $ | - | $ | 3,747,858 | $ | 3,747,858 | |||||||||
Derivative liability - conversion option | - | - | - | - | |||||||||||||
At December 31, 2012: | |||||||||||||||||
Derivative liability - warrants | $ | - | $ | - | $ | 2,128,302 | $ | 2,128,302 | |||||||||
Derivative liability - conversion option | - | - | 789 | 789 | |||||||||||||
Inventory | |||||||||||||||||
Inventory is carried at the lower of cost (first-in, first-out (“FIFO”) method) or net realizable value. All items included in inventory relate to the Company’s ClearPoint system. Software license inventory that is not expected to be utilized within the next twelve months is classified as a non-current asset. The Company periodically reviews its inventory for obsolete items and provides a reserve upon identification of potential obsolete items. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment, including loaned ClearPoint systems, are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives, principally five to seven years. Leasehold improvements are depreciated on a straight-line basis over the lesser of their estimated useful lives or the life of the related lease. | |||||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||||
The Company evaluates the recoverability of its long-lived assets (finite-lived intangible assets and property and equipment). Whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable, the expected undiscounted future cash flows are compared to the net book value of the related assets. If the net book value of the related assets exceeds the undiscounted expected future cash flows of the assets, the carrying amount would be reduced to the present value of the expected future cash flows and an impairment loss would be recognized. The Company has not recorded any impairment losses for the years ended December 31, 2013 or 2012. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company’s revenues arise from: (1) product revenues resulting from the sale of ClearPoint system reusable components and the sale of ClearPoint system disposable products; (2) license and development arrangements; (3) development service revenues; and (4) other service revenues. The Company recognizes revenue when persuasive evidence of an arrangement exists, the selling price or fee is fixed or determinable, collection is probable and risk of loss has transferred to the customer for product revenues. For all sales, the Company requires either a purchase agreement or a purchase order as evidence of an arrangement. | |||||||||||||||||
(1) Product Revenues— Sales of ClearPoint system reusable components: Generally, revenues related to ClearPoint system sales are recognized upon installation of the system and the completion of training of at least one of the customer’s physicians, which typically occurs concurrently with the ClearPoint system installation. ClearPoint system reusable components include software which is integral to the utility of the ClearPoint system as a whole. Sales of reusable components that have stand-alone value to the customer are recognized when risk of loss passes to the customer. Sales of reusable components to a distributor that has been trained to perform ClearPoint system installations are recognized at the time risk of loss passes to the distributor. | |||||||||||||||||
Sales of ClearPoint disposable products: Revenues from the sale of ClearPoint disposable products utilized in procedures performed using the ClearPoint system are recognized at the time risk of loss passes to the customer, which is generally at shipping point or upon delivery to the customer’s location, depending upon the specific terms agreed upon with the customer. | |||||||||||||||||
(2) License and development arrangements— The Company analyzes revenue recognition on an agreement by agreement basis. The Company determines whether the deliverables under the arrangement represent separate units of accounting as defined by GAAP. Application of GAAP regarding multiple-element arrangements requires management to make subjective judgments about the values of the individual elements and whether delivered elements are separable from the other aspects of the contractual relationship. The Company defers recognition of non-refundable upfront license fees if there are continuing performance obligations without which the technology, know-how, rights, products or services conveyed in conjunction with the non-refundable fees have no utility to the licensee that could be considered separate and independent of the Company’s performance under other elements of the arrangement. Amounts received related to substantive, performance-based milestones in research and development arrangements will be recognized upon receipt. Future product royalty income under such arrangements will be recognized as the related products are sold and amounts are payable to the Company. | |||||||||||||||||
(3) Development Service Revenues— The Company is party to an agreement to provide development services to a third party. Under this agreement, the Company earns revenue equal to costs incurred for outside expenses related to the development services provided, plus actual direct internal labor costs (including the cost of employee benefits), plus an overhead markup of the direct internal labor costs incurred. Revenue is recognized in the period in which the Company incurs the related costs. During the years ended December 31, 2013 and 2012, the Company recorded development service revenues of approximately $284,000 and $531,000, respectively, related to this agreement. From time to time, the Company may also perform development services for other third parties evidenced by either a development agreement or a purchase order. During 2012, the Company recorded revenues totaling $10,000 for such services. | |||||||||||||||||
(4) Other Service Revenues— Other service revenues are comprised primarily of installation fees charged in connection with ClearPoint system installations and service agreement revenues. Typically, the Company will bill upfront for service agreements that have terms ranging from one to three years. These amounts are recognized as revenues ratably over the term of the related service agreement. | |||||||||||||||||
Research and Development Costs | |||||||||||||||||
Costs related to research, design and development of products are charged to research and development expense as incurred. These costs include direct salary and employee benefit related costs for research and development personnel, costs for materials used in research and development activities, sponsored research and costs for outside services. Since most of the expenses associated with the Company’s development service revenues relate to existing internal resources, these amounts are included in research and development costs. | |||||||||||||||||
Income Taxes | |||||||||||||||||
Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis. Such assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized in the period that includes the enactment date. The Company provides a valuation allowance against net deferred income tax assets unless, based upon available evidence, it is more likely than not the deferred income tax assets will be realized. . The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2013, the Company has no accrued interest or penalties related to uncertain tax positions. | |||||||||||||||||
Net Loss Per Share | |||||||||||||||||
Basic loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without giving consideration to common stock equivalents. Diluted loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. The calculation of diluted net loss per share does not include the weighted average number of common stock equivalents outstanding for the period because to do so would be anti-dilutive. Accordingly, for all periods presented, diluted net loss per share is the same as basic net loss per share. The following table sets forth potential shares of common stock that are not included in the calculation of diluted net loss per share because of the anti-dilutive result: | |||||||||||||||||
As of December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Stock options | 7,430,225 | 6,432,127 | |||||||||||||||
Warrants | 12,136,865 | 8,763,836 | |||||||||||||||
Shares under convertible note agreements | 542,325 | 4,454,362 | |||||||||||||||
20,109,415 | 19,650,325 | ||||||||||||||||
Share-Based Compensation | |||||||||||||||||
The Company accounts for compensation for all arrangements under which employees and others receive shares of stock or other equity instruments (including options and warrants) based on fair value. The fair value of each award is estimated as of the grant date and amortized as compensation expense over the requisite vesting period. The fair values of the Company’s share-based awards are estimated on the grant dates using the Black-Scholes valuation model. This valuation model requires the input of highly subjective assumptions, including the expected stock volatility, estimated award terms and risk-free interest rates for the expected terms. To estimate the expected terms, the Company utilizes the “simplified” method for “plain vanilla” options discussed in the SEC’s Staff Accounting Bulletin 107 (“SAB 107”). The Company believes that all factors listed within SAB 107 as pre-requisites for utilizing the simplified method apply to the Company and the Company’s share-based compensation arrangements. The Company intends to utilize the simplified method for the foreseeable future until more detailed information about exercise behavior becomes available. The Company based its estimate of expected volatility on the average of historical volatilities of publicly traded companies it deemed similar to the Company because the Company lacks its own relevant historical volatility data. The Company will consistently apply this methodology until a sufficient amount of historical information regarding the volatility of the Company’s own share prices becomes available. The Company utilizes risk-free interest rates based on zero-coupon U.S. treasury instruments, the terms of which are consistent with the expected terms of the stock awards. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. | |||||||||||||||||
Fair Value Determination of Share-Based Transactions | |||||||||||||||||
Since May 21, 2012, the Company’s common stock has been traded in the over-the-counter market and has been quoted on OTC Markets and the OTC Bulletin Board under the symbol MRIC. Since the Company’s common stock has been publicly traded, the closing stock price has been used as a key input in determining the fair value for share-based transactions.Prior to the time the Company’s stock became publicly traded, the fair value of the Company’s common stock, as well as the common stock underlying options and warrants, granted as compensation, or issued in connection with the settlement of liabilities (“share-based transactions”), were estimated by management, with input from a third-party valuation specialist from time to time. | |||||||||||||||||
Determining the fair value of shares of privately held companies requires making complex and subjective judgments. Prior to the time the Company’s common stock was publicly traded, the Company used the income approach, the market approach, and the probability weighted expected return method to estimate the enterprise values for the dates on which these transactions occurred. The assumptions used in each of the different valuation methods take into account certain discounts such as selecting the appropriate discount rate and control and lack of marketability discounts. The discount rates used in these valuations ranged from 22% to 35%. The discounts for lack of marketability ranged from 15% to 35% and the discounts for lack of control ranged from 20% to 30%. If different discount rates or lack of marketability and control discounts had been used, the valuations would have been different. The enterprise value under each valuation method was allocated to preferred and common shares taking into account the enterprise value available to all stockholders and allocating that value among the various classes of stock based on the rights, privileges, and preferences of the respective classes in order to provide an estimate of the fair value of a share of the Company’s common stock. There is inherent uncertainty in these estimates. | |||||||||||||||||
Concentration Risks and Other Risks and Uncertainties | |||||||||||||||||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company holds its cash and cash equivalents on deposit with financial institutions in the United States insured by the Federal Deposit Insurance Corporation. At December 31, 2013 no amounts on deposit were in excess of insured limits. | |||||||||||||||||
Accounts receivable at December 31, 2013 and all product revenues recognized for the year ended December 31, 2013 relate to sales and services to a limited number of customers located in the United States (“U.S.”) and to one distributor outside of the U.S. Three customers in the U.S. represented 28.0%, 18.4%, and 15.0%, respectively, of the Company’s accounts receivable balance at December 31, 2013. No other customer represented more that 7.5% of total accounts receivable. For the year ended December 31, 2013, sales to one of these customers represented 19.6% of total product sales. No other single customer represented greater than 9% of sales. The Company may perform credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. The Company will provide an allowance for doubtful accounts when collections become doubtful, but the Company has not experienced any credit losses or recorded any allowances to date. | |||||||||||||||||
The Company is subject to risks common to emerging companies in the medical device industry including, but not limited to: new technological innovations; dependence on key personnel; dependence on key suppliers; changes in general economic conditions and interest rates; protection of proprietary technology; compliance with changing government regulations; uncertainty of widespread market acceptance of products; access to credit for capital purchases by customers; and product liability claims. Certain components used in manufacturing have relatively few alternative sources of supply and establishing additional or replacement suppliers for such components cannot be accomplished quickly. The inability of any of these suppliers to fulfill the Company’s supply requirements may negatively impact future operating results. | |||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||
There have been no recent accounting pronouncements or changes in accounting pronouncements which we believe will have a material impact on our financial statements. Likewise, we do not believe that any recently issued, but not yet effective, accounting standards will, if adopted, have a material impact on our financial statements. |
Note_3_Inventory
Note 3 - Inventory | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory Disclosure [Text Block] | ' | ||||||||
3. Inventory | |||||||||
Inventory consists of the following as of December 31: | |||||||||
2013 | 2012 | ||||||||
Work in process | $ | 673,860 | $ | 494,290 | |||||
Software license inventory | 385,000 | 344,500 | |||||||
Finished goods | 418,301 | 60,912 | |||||||
Inventory included in current assets | 1,477,161 | 899,702 | |||||||
Software license inventory | 927,500 | 1,137,500 | |||||||
$ | 2,404,661 | $ | 2,037,202 | ||||||
Note_4_Property_and_Equipment
Note 4 - Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||
4. Property and Equipment | |||||||||
Property and equipment consist of the following as of December 31: | |||||||||
2013 | 2012 | ||||||||
Equipment | $ | 1,081,056 | $ | 1,044,969 | |||||
Furniture and fixtures | 106,054 | 105,376 | |||||||
Leasehold improvements | 157,236 | 157,236 | |||||||
Computer equipment and software | 134,285 | 114,786 | |||||||
Loaned systems | 920,406 | 1,063,777 | |||||||
2,399,037 | 2,486,144 | ||||||||
Less accumulated depreciation and amortization | (1,495,877 | ) | (1,199,029 | ) | |||||
Total property and equipment, net | $ | 903,160 | $ | 1,287,115 | |||||
Depreciation and amortization expense related to property and equipment for the years ended December 31, 2013 and 2012 was $400,516 and, $398,970, respectively. The Company may loan the reusable components of a ClearPoint system to a customer. Any such customer can then use the loaned ClearPoint system to perform procedures using ClearPoint disposable products which are generally purchased from the Company. |
Note_5_Related_Party_License_A
Note 5 - Related Party License Agreements | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
5. Related Party License Agreements (see Note 12) | |
The Company has entered into various license and development agreements with affiliates of Boston Scientific. Because an affiliate of Boston Scientific is a stockholder of the Company and such affiliate of Boston Scientific has a representative that has been elected to serve on the Company’s board of directors, management has deemed all transactions with Boston Scientific and its affiliates to be of a related party nature. | |
BSC Neuro Agreement | |
The Company has definitive license and development agreements (collectively, as amended, the “BSC Neuro Agreement”) with Boston Scientific Neuromodulation Corporation (“BSC Neuro”). Under the BSC Neuro Agreement, the Company granted BSC Neuro an exclusive commercial license with respect to certain of the Company’s owned and licensed intellectual property, in the neuromodulation field, to make, use, import, lease and sell neuro-related leads, neuro-related lead extensions, and neuro-related lead-type devices, such as implantable pulse generators. The Company has determined that it did not and does not have clear and objective evidence of the fair values of each of the various elements of the agreement and, therefore, under GAAP, the deliverables under this agreement are being treated as one unit of accounting. | |
The BSC Neuro Agreement provides for milestone-based payments from BSC Neuro to the Company associated with successful development and regulatory approval of the implantable leads incorporating the licensed technology. The BSC Neuro Agreement also provides for the payment of royalties to the Company based on BSC Neuro’s net sales of licensed products. | |
The BSC Neuro Agreement requires the Company to meet certain net working capital targets, be current on its payroll obligations, and not suffer an event of default under any indebtedness for borrowed money, in each case while the Boston Scientific Notes remain outstanding (see Note 6). If the Company does not meet those requirements while the Boston Scientific Notes are outstanding, the BSC Neuro Agreement requires the Company to assign certain patents and patent applications to BSC Neuro. However, in the event of any such assignment, the BSC Neuro Agreement requires BSC Neuro to grant the Company an exclusive, royalty-free, perpetual worldwide license to the same patents and patent applications in all fields of use other than neuromodulation and implantable medical leads for cardiac applications. | |
The BSC Neuro Agreement required specified milestones in the development of an MRI-safe implantable lead to be achieved by December 31, 2012. The BSC Neuro Agreement provided that, if the milestones were not achieved by that date and such failure was not the result of BSC Neuro’s failure to reasonably cooperate with the Company in pursuing the milestones, the Company would be required to repay BSC Neuro certain amounts, including any development expenses and milestone payments previously made to the Company under the agreement and any patent prosecution costs incurred by BSC Neuro with respect to the intellectual property licensed under the agreement. In drafting the re-payment provision of the agreement, the parties contemplated that the Company would be the party primarily performing the lead development activities, with assistance to be provided by BSC Neuro. However, subsequent to the execution of the agreement, BSC Neuro assumed responsibility from the Company for the lead development efforts under the agreement, and, consequently, BSC Neuro wholly controlled the pace and progress of the development efforts. As such, BSC Neuro acknowledged that the repayment provision was not triggered. Consequently, the Company recognized revenue of approximately $746,000 during the year ended December 31, 2012 which had been previously recorded as deferred revenue. | |
Boston Scientific Cardiac Agreement | |
The Company has definitive license and development agreements (collectively the “BSC Cardiac Agreement”) with Cardiac Pacemakers, Inc. (“BSC Cardiac”), an affiliate of Boston Scientific. Under the BSC Cardiac Agreement, the Company granted BSC Cardiac an exclusive commercial license with respect to certain of the Company’s owned and licensed intellectual property rights, in the field of implantable medical leads for cardiac applications, to make, have made, use, promote, market, import, distribute, lease, sell, offer for sale and commercialize products in the licensed field of use. The Company analyzed whether the deliverables under the arrangement represent separate units of accounting as defined by GAAP. The Company determined it did not and does not have clear and objective evidence of the fair values of the various elements of the BSC Cardiac Agreement and, therefore, under GAAP, the deliverables are being treated as one unit of accounting. | |
Pursuant to the BSC Cardiac Agreement, the Company received a non-refundable licensing fee of $13,000,000 in 2008. The Company recorded the $13,000,000 payment as deferred revenue and recognized the revenue on a straight-line basis over the five year period estimated by the Company for its continuing involvement in the development effort (see Note 2, Revenue Recognition), which period ended on March 31, 2013. The Company determined the five year estimated period of continuing involvement based upon the Company’s internal development plan and projected timeline for the various implantable cardiac leads contemplated under the BSC Cardiac Agreement. The Company reevaluated its estimated remaining period of continuing involvement at each reporting period until all of the revenue that had been deferred was recognized. The BSC Cardiac Agreement provides for milestone-based payments from BSC Cardiac to the Company associated with successful development and regulatory approval of the implantable cardiac leads that incorporate the Company’s technology, subject to certain patents being issued on patent applications licensed to BSC Cardiac. The BSC Cardiac Agreement also provides for the payment of royalties to the Company based on BSC Cardiac’s net sales of licensed products. |
Note_6_Related_Party_Notes_Pay
Note 6 - Related Party Notes Payable | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Notes Payable [Abstract] | ' |
Related Party Notes Payable [Text Block] | ' |
6. Related Party Boston Scientific Convertible Notes Payable (see Note 12) | |
The Company has a convertible note payable arrangement with Boston Scientific. During 2009, the Company borrowed an aggregate of $3,500,000 from Boston Scientific under this arrangement pursuant to three convertible notes payable (the “Boston Scientific Notes”). These borrowings accrued interest at 10% per year and were scheduled to mature on the second anniversary of the date on which the funds were advanced. Effective February 2, 2012, the Company entered into a loan modification with Boston Scientific (also see Note 5) pursuant to which (i) interest accrued under each of the Boston Scientific Notes as of February 2, 2012 was added to the principal balance of the note, (ii) beginning February 2, 2012, the interest rate of each of the Boston Scientific Notes was reduced from 10% per year to 0%, and (iii) the maturity date of each of the Boston Scientific Notes was extended by three years (until October through December 2014). The Company recorded interest expense under the Boston Scientific Notes of $39,499 during the year ended December 31, 2012. As of February 2, 2012, the outstanding aggregate loan balance, including principal and interest, owed to Boston Scientific was $4,338,601. Under GAAP, the loan modification was considered a “Troubled Debt Restructuring.” However, because the total future cash payments required under the new terms of the Boston Scientific Notes were not reduced from what was owed at the time of the loan modification, no gain was recorded under Troubled Debt Restructuring accounting. | |
The Boston Scientific Notes require the Company to prepay all or a portion of the notes upon the consummation of any future “qualified financing,” which is defined as any equity financing in which shares of the Company’s preferred stock are issued in exchange for cash proceeds. Each of the Boston Scientific Notes is convertible, at the option of the holder, at any time prior to the earlier of the maturity date or the consummation of a qualified initial public offering (which is defined as a bona fide first underwritten public offering of the Company’s common stock on a firm commitment basis in which the aggregate gross proceeds received by the Company at the public offering price equals or exceeds $20,000,000), into one share of the Company’s preferred stock at a conversion price equal to the lower of $8.00 per share or the price per share paid by investors in a future qualified financing conducted by the Company. In the event of a conversion of the Boston Scientific Notes into shares of preferred stock other than in the context of a qualified financing, each such share of preferred stock would initially be convertible into one share of the Company’s common stock. The Boston Scientific Notes are secured by a first priority security interest in all of the Company’s assets. | |
The Company analyzed the terms of the conversion feature of the Boston Scientific Notes and determined that the conversion price reset provision required that the conversion feature be accounted for as a derivative liability (see Note 2, Summary of Significant Accounting Policies – Fair Value Measurements). Under this guidance, the conversion feature was initially measured at fair value upon the issuance of the Boston Scientific Notes and has been adjusted to the current fair value at the end of each reporting period. | |
Changes in fair value are recorded in other income (expense) in the related statements of operations. The Company calculates the fair value of this derivative liability utilizing the Black-Scholes pricing model. The fair value of the derivative liability was computed using Level 2 inputs at December 31, 2013 and 2012. As a result of the conversion price of $8.00 being significantly higher than the fair value of the Company’s common stock, the fair value of the derivative liability was nil at the beginning of the year ended December 31, 2012, $789 at December 31, 2012, and nil at December 31, 2013. |
Note_7_Other_Notes_Payable
Note 7 - Other Notes Payable | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
7. Other Notes Payable | |
Note Payable | |
The Company had a $2,000,000 subordinated secured convertible note (“April 2011 Note”) payable to a medical device co-development partner (“Strategic Partner”). Upon issuance, the April 2011 Note was scheduled to mature in April 2016, unless earlier converted, and it accrued interest at the rate of 10% per year. The April 2011 Note was amended in February 2012, to, among other things, provide the Strategic Partner the option to convert the April 2011 Note into shares of the Company’s common stock at a conversion price of $0.60 per share at any time on or before February 23, 2013. | |
On February 21, 2013, the Strategic Partner delivered notice to the Company of its election to convert the April 2011 Note into shares of the Company’s common stock at the conversion price of $0.60 per share. However, prior to the issuance of those conversion shares, on March 6, 2013, the Company and the Strategic Partner entered into a loan modification. As a result of that loan modification, the Strategic Partner revoked its election to convert the April 2011 Note into shares of common stock. Under the loan modification, the Company issued an amended and restated subordinated secured note to the Strategic Partner (the “Amended and Restated Note”) which amended the April 2011 Note (i) to remove the equity conversion feature, such that the Amended and Restated Note is not convertible into any shares of the Company’s capital stock, (ii) to reduce the interest rate, beginning March 6, 2013, from 10% per year to 5.5% per year, (iii) to ease certain restrictive loan covenants, and (iv) to reflect a new note principal balance of $4,289,444, which represents the sum of (A) the original principal balance of the April 2011 Note in the amount of $2,000,000, plus (B) interest accrued under the April 2011 Note through March 6, 2013 in the amount of $389,444, plus (C) $1,900,000. The Amended and Restated Note completely replaced and superseded the April 2011 Note. The Amended and Restated Note matures in April 2016, and principal and accrued interest under the Amended and Restated Note is payable in a single installment upon maturity. Like the April 2011 Note, the Amended and Restated Note is secured by a security interest in the assets of the Company, which security interest is junior and subordinate to the security interest that secures the Boston Scientific Notes. | |
The Company calculated the fair value of the Amended and Restated Note, as of the loan modification date, based on the amended terms. On the date of the loan modification, the fair value of the Amended and Restated Note, with its principal balance of $4,289,444, was $3,745,621. The difference between the fair value of the Amended and Restated Note on the date of the loan modification and the carrying value of the April 2011 Note and related accrued interest immediately prior to the loan modification, resulted in a charge to other expense of $1,356,177 in the statement of operations during the year ended December 31, 2013. The $543,823 difference between the principal amount of the Amended and Restated Note and the fair value of the Amended and Restated Note on the date of the loan modification was recorded as a debt discount and is being amortized to interest expense using the effective interest method over the term of the Amended and Restated Note. | |
Junior Secured Notes Payable | |
In November 2010, the Company issued an aggregate of 10,714,286 units and received proceeds of $3,000,000. The units were sold to existing stockholders and other existing securityholders of the Company. Each unit consisted of a junior secured note, and one share of the Company’s common stock. The Company issued 10,714,286 shares of common stock and junior secured notes in the aggregate principal amount of $3,000,000. The notes mature in November 2020 and accrue interest at the rate of 3.5% per year. The notes are secured by a security interest in the assets of the Company, which security interest is junior and subordinate to the security interests that secure the Boston Scientific Notes and the Amended and Restated Note. All outstanding principal and interest on the junior secured notes will be due and payable in a single payment upon maturity. | |
Under GAAP, the Company allocated the $3,000,000 in proceeds from the sale of the units between the junior secured notes and the shares of common stock based on their relative fair values, with $2,775,300 being recorded as equity. The junior secured notes were recorded at the principal amount of $3,000,000 less a discount of $2,775,300. This discount is being amortized to interest expense over the 10-year term of the notes using the effective interest method. The fair value of the notes was estimated based on an assumed market interest rate for notes of similar terms and risk. The fair value of the Company’s common stock was estimated by management using a market approach, with input from a third-party valuation specialist. | |
Four officers of the Company purchased an aggregate of 882,726 units in the offering for $247,164. In addition, three non-employee directors of the Company also purchased an aggregate of 567,203 units for $158,816 in the offering. |
Note_8_Stockholders_Equity
Note 8 - Stockholders' Equity | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||||||||||||||||||||||
8. Stockholders’ Equity | |||||||||||||||||||||||||||||
January 2013 Private Placement | |||||||||||||||||||||||||||||
In January 2013, the Company entered into a securities purchase agreement for the private placement of shares of the Company’s common stock and warrants to purchase shares of the Company’s common stock, at a purchase price of $1.20 per unit (the “January 2013 Financing Transaction”). Each unit consisted of one share of common stock and a warrant to purchase one-half share of common stock. | |||||||||||||||||||||||||||||
In the January 2013 Financing Transaction, the Company sold to the investors 9,201,684 shares of common stock, together with warrants to purchase 4,600,842 shares of common stock, for aggregate gross proceeds of $11,042,021, before commissions and offering expenses. Non-employee directors of the Company invested a total of $402,000 in the January 2013 Financing Transaction. Each warrant is exercisable for five years from the date of issuance and has an exercise price of $1.75 per share, subject to adjustment from time to time for stock splits or combinations, stock dividends, stock distributions, recapitalizations and other similar transactions. In the event the Company issues shares of its common stock or common stock equivalents in a subsequent financing transaction at a price below the then prevailing warrant exercise price, the exercise price of the warrants will be adjusted downward (commonly referred to as a “down round” provision) to the price at which the Company issues the common stock or common stock equivalents. | |||||||||||||||||||||||||||||
In addition, the warrants contain a net-cash settlement feature that gives the warrant holder the right to net-cash settlement in the event certain transactions occur. Pursuant to the net-cash settlement provision of the warrants, if such a transaction occurs, the warrant holder will be entitled to receive cash equal to the value calculated under the Black-Scholes valuation model using (i) an expected volatility equal to the greater of 100% and the 100-day volatility obtained from the HVT function on Bloomberg, (ii) an expected term equal to the remaining term of the warrant, and (iii) an interest rate equal to the United States Treasury risk-free rate for the term of the lesser of the remaining term of the warrant or twenty-four months. | |||||||||||||||||||||||||||||
The Company’s placement agents earned commissions of $1,104,202 and the Company incurred other transaction costs of $133,024 related to the January 2013 Financing Transaction. | |||||||||||||||||||||||||||||
July 2012 Private Placement | |||||||||||||||||||||||||||||
In July 2012, the Company entered into securities purchase agreements for the private placement of shares of the Company’s common stock and warrants to purchase shares of the Company’s common stock, at a purchase price of $1.10 per unit (the “July 2012 Financing Transaction”). Each unit consisted of one share of common stock and a warrant to purchase one-half share of common stock. In the July 2012 Financing Transaction , the Company sold to the investors 5,454,523 shares of common stock, together with warrants to purchase 2,727,274 shares of common stock, for aggregate gross proceeds of $6,000,000. Each warrant is exercisable for five years from the date of issuance and had an initial exercise price of $1.45 per share. The exercise price is subject to adjustment from time to time for stock splits or combinations, stock dividends, stock distributions, recapitalizations and other similar transactions. In addition, the exercise price of the warrants is subject to a down round provision requiring adjustment on a weighted average basis in the event the Company issues common stock or common stock equivalents in a financing transaction at a price below the then prevailing warrant exercise price. As a result the January 2013 Financing Transaction, the exercise price of the warrants issued in the July 2012 Financing Transaction was adjusted to $1.41 per share. Non-employee directors of the Company invested a total of $269,980 in the July 2012 Financing Transaction. The Company’s placement agent for the July 2012 Financing Transaction, and its sub-placement agents, earned cash commissions of $480,000 as well as warrants to purchase 409,093 shares of the Company’s common stock. The placement agent warrants have the same terms and conditions as the investor warrants, except that the placement agent warrants have an exercise price of $1.10 per share. | |||||||||||||||||||||||||||||
Common Stock Warrants Requiring Liability Accounting | |||||||||||||||||||||||||||||
The net-cash settlement and down round provisions contained in the warrants issued in the January 2013 Financing Transaction require derivative liability accounting treatment for the warrants. Likewise, the down round provision contained in the warrants issued in the July 2012 Financing Transaction also requires derivative liability accounting treatment for the warrants. The fair value of these warrants was calculated using the Monte Carlo simulation valuation method | |||||||||||||||||||||||||||||
Assumptions used in calculating the fair value of these warrants are noted below: | |||||||||||||||||||||||||||||
Transaction Date | |||||||||||||||||||||||||||||
December 31, | Jan-13 | Jul-12 | |||||||||||||||||||||||||||
2013 | 2012 | Financing | Financing | ||||||||||||||||||||||||||
Dividend yield | 0% | 0% | 0% | 0% | |||||||||||||||||||||||||
Expected volatility | 40.38% | - | 100.00% | 47.08% | 47.08% | - | 100.00% | 47.64% | |||||||||||||||||||||
Risk free interest rates | 1.01% | - | 1.27% | 0.65% | 0.91% | 0.75% | |||||||||||||||||||||||
Expected remaining term (in years) | 3.51 | to | 4.07 | 4.51 | 5 | 5.00 | |||||||||||||||||||||||
In addition to the assumptions above, the Company also takes into consideration whether or not it would participate in another round of equity financing and, if so, what that stock price would be for such a financing at that time. | |||||||||||||||||||||||||||||
The fair values and the changes in fair values of the warrants accounted for as a derivative liability is reflected below: | |||||||||||||||||||||||||||||
Balance at January 1, 2012 | $ | - | |||||||||||||||||||||||||||
Fair value of July 2012 warrants at transaction date | 1,957,720 | ||||||||||||||||||||||||||||
Loss on change in fair value | 170,582 | ||||||||||||||||||||||||||||
Balance at December 31, 2012 | 2,128,302 | ||||||||||||||||||||||||||||
Fair value of January 2013 warrants at transaction date | 3,305,245 | ||||||||||||||||||||||||||||
Gain on change in fair value | (1,685,689 | ) | |||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 3,747,858 | |||||||||||||||||||||||||||
Preferred Stock | |||||||||||||||||||||||||||||
In 2006, the Company issued 7,965,000 shares of Series A Convertible Preferred Stock. The holders of Series A Convertible Preferred Stock had the right to convert such shares, at any time, into shares of common stock at the then applicable conversion rate. In addition, the terms of the Series A Convertible Preferred Stock provided for automatic conversion into common stock at the then applicable conversion rate upon the closing of an initial public offering or the consent of holders of a majority of the outstanding shares of the Series A Convertible Preferred Stock. In connection with any of the foregoing conversion events, every four shares of Series A Convertible Preferred Stock would convert into one share of common stock, subject to adjustment for certain corporate events, including stock splits, stock dividends and recapitalizations. However, on December 15, 2011, the Company’s Board of Directors approved an amendment to the terms of the Series A Convertible Preferred Stock providing for the automatic conversion of all outstanding shares of Series A Convertible Preferred Stock into shares of common stock, on a 1-for-1 basis, upon the effectiveness of a Form 10 registration statement filed by the Company with the SEC under the Exchange Act. That amendment was approved by the stockholders of the Company on February 10, 2012, and a Certificate of Amendment effecting the change to the terms of the Series A Convertible Preferred Stock was filed with the State of Delaware on that same day. Accordingly, upon the effectiveness of the Company’s Form 10 on February 27, 2012, the outstanding shares of Series A Convertible Preferred Stock converted into 7,965,000 shares of the Company’s common stock. | |||||||||||||||||||||||||||||
On February 10, 2012, the stockholders of the Company also approved an Amended and Restated Certificate of Incorporation to be filed in connection with the effectiveness of the Company’s Form 10 registration statement. The Company filed the Amended and Restated Certificate of Incorporation with the state of Delaware on February 27, 2012, and it became effective upon filing. Under such Amended and Restated Certificate of Incorporation, the Company has the authority to issue up to 25,000,000 shares of preferred stock, and the Board of Directors has the authority, without further action by the stockholders, to issue up to that number of shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the rights, preferences and privileges of the shares of each series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding. In June 2012, the Board of Directors established the terms of a series of preferred stock known as “Series A Convertible Preferred Stock”. The Board of Directors designated the Series A Convertible Preferred Stock solely to provide Boston Scientific a series of the Company’s preferred stock into which Boston Scientific could elect to convert the Boston Scientific Notes other than in connection with a qualified financing (see Note 6). The Company has not issued any shares of the Series A Convertible Preferred Stock. Likewise, the Company has not filed a Certificate of Designations with the Secretary of State of the State of Delaware to create the Series A Convertible Preferred Stock. The Company would only file such Certificate of Designations in the event of a conversion of the Boston Scientific Notes into shares of the Series A Convertible Preferred Stock (see Note 12). | |||||||||||||||||||||||||||||
Summary of Conversions to Common Stock Upon Effectiveness of the Form 10 | |||||||||||||||||||||||||||||
Summer 2011 Notes - The Company had unsecured convertible notes payable (the “Summer 2011 Notes”) in the aggregate amount of $1,310,000 issued to six non-employee directors of the Company. The Summer 2011 Notes were scheduled to mature in 2013 and accrued interest at 15% per year. The Summer 2011 Notes, as amended, provided for automatic conversion of the principal and all accrued interest into shares of the Company’s common stock upon the effectiveness of a Form 10 registration statement filed by the Company with the SEC under the Exchange Act, based on a conversion price of $0.60 per share. Upon the effectiveness of the Company’s Form 10 on February 27, 2012, all of the Summer 2011 Notes, representing an aggregate of $1,425,865 in principal and accrued interest, were converted into 2,376,447 shares of the Company’s common stock. | |||||||||||||||||||||||||||||
March 2010 Notes - The Company had 10% senior unsecured convertible notes (the “March 2010 Notes”) in the aggregate principal amount of $4,071,000. The March 2010 Notes were scheduled to mature in March 2012. All accrued interest was to be paid in cash upon the earlier of maturity or conversion. The March 2010 Notes, as amended, provided for automatic conversion of the outstanding principal and accrued interest into shares of the Company’s common stock on the effective date of a Form 10 registration statement filed by the Company with the SEC under the Exchange Act, based on a conversion price of $1.00 per share. Upon the effectiveness of the Company’s Form 10 on February 27, 2012, all of the March 2010 Notes, representing an aggregate of $4,868,017 in principal and accrued interest, were converted into 4,868,041 shares of the Company’s common stock. | |||||||||||||||||||||||||||||
2011 Unit Offering Notes - In October 2011, the Company initiated a private placement of units, each unit consisting of a 10% junior secured convertible note (“2011 Unit Offering Note”) in the principal amount of $100,000 and a warrant to purchase 50,000 shares of the Company’s common stock. The 2011 Unit Offering Notes were scheduled to mature three years from the date of issuance and accrued interest at 10% per year. Per the terms of the 2011 Unit Offering Notes, all principal and accrued interest automatically converted into shares of the Company’s common stock based on a conversion price of $0.60 per share on the effective date of the Company’s Form 10 on February 27, 2012. The warrants were fully vested upon issuance, have a term of five years, and have an exercise price of $0.75 per share. Upon completion of the unit offering in February 2012, the Company had sold 54.305 units resulting in the issuance of convertible notes in the aggregate principal amount of $5,430,500 and warrants to purchase 2,715,250 shares of common stock. Of the 54.305 units sold, 38.055 units were sold after December 31, 2011. The Company’s placement agent for the unit offering, and its sub-placement agents, received an aggregate cash fee equal to 10% of the gross proceeds from the offering, as well as warrants to purchase an aggregate of 941,288 shares of the Company’s common stock at $0.60 per share. The fair value of these warrants of $237,299 was calculated using the Black-Scholes pricing model. The $237,299 was recorded as a deferred offering cost to be amortized to interest expense using the effective interest method over the term of the 2011 Unit Offering Notes. | |||||||||||||||||||||||||||||
Upon the effectiveness of the Company’s Form 10 on February 27, 2012, all of the 2011 Unit Offering Notes, representing an aggregate of $5,491,929 in principal and accrued interest, were converted into 9,153,239 shares of the Company’s common stock. In conjunction with the conversion of the 2011 Unit Offering Notes, the Company charged the related aggregate unamortized debt discount of $1,063,018 and unamortized deferred offering costs of $785,239 to interest expense. | |||||||||||||||||||||||||||||
The table below summarizes the impact on the Company’s balance sheet and shares outstanding of the conversions to common stock that occurred upon the effectiveness of the Company’s Form 10 registration statement on February 27, 2012: | |||||||||||||||||||||||||||||
Impact to Balance Sheet | Increase in | ||||||||||||||||||||||||||||
Before | Impact of | After | Common Shares | ||||||||||||||||||||||||||
Conversions | Conversions | Conversions | Outstanding | ||||||||||||||||||||||||||
Impact on assets | |||||||||||||||||||||||||||||
Deferred costs | $ | 799,123 | $ | (799,123 | ) | $ | - | - | |||||||||||||||||||||
Impact on liabilities and equity | |||||||||||||||||||||||||||||
Accrued interest on converted notes | $ | 974,311 | $ | (974,311 | ) | $ | - | 1,092,559 | |||||||||||||||||||||
Summer 2011 Notes, net | 904,397 | (904,397 | ) | - | 2,183,334 | ||||||||||||||||||||||||
March 2010 Notes, net | 4,057,500 | (4,057,500 | ) | - | 4,071,000 | ||||||||||||||||||||||||
2011 Unit Offering Notes, net | 4,367,482 | (4,367,482 | ) | - | 9,050,834 | ||||||||||||||||||||||||
Total impact on liabilities | 10,303,690 | (10,303,690 | ) | - | 16,397,727 | ||||||||||||||||||||||||
Series A convertible preferred stock | 7,965,000 | (7,965,000 | ) | - | 7,965,000 | ||||||||||||||||||||||||
Additional paid-in capital and common stock | - | 19,345,209 | 19,345,209 | - | |||||||||||||||||||||||||
Accumulated deficit | - | (1,875,642 | ) | (1,875,642 | ) | - | |||||||||||||||||||||||
Total impact on equity | 7,965,000 | 9,504,567 | 17,469,567 | 7,965,000 | |||||||||||||||||||||||||
Total impact on liabilities and equity | $ | 18,268,690 | $ | (799,123 | ) | $ | 17,469,567 | 24,362,727 | |||||||||||||||||||||
The impact to accumulated deficit relates to the write-off of unamortized debt discounts and deferred financing costs. | |||||||||||||||||||||||||||||
Stock Incentive Plans | |||||||||||||||||||||||||||||
The Company has various share-based compensation plans and share-based compensatory contracts (collectively, the “Plans”). The Plans provide for the granting of share-based awards, such as incentive and non-qualified stock options, to employees, directors, consultants and advisors, and some of the Plans provide for cash-based awards. Awards may be subject to a vesting schedule as set forth in each individual award agreement. | |||||||||||||||||||||||||||||
In February 2012, the stockholders of the Company approved the 2012 Incentive Compensation Plan (the “2012 Plan”). Upon stockholder approval of the 2012 Plan, the Company ceased making awards under prior Plans adopted in 2010. A total of 3,000,000 shares of the Company’s common stock were reserved for issuance under the 2012 Plan, of which awards as to 2,916,650 shares were outstanding as of December 31, 2013. | |||||||||||||||||||||||||||||
In June 2013, the stockholders of the Company approved the 2013 Incentive Compensation Plan (the “2013 Plan”). Upon stockholder approval of the 2013 Plan, the Company ceased making awards under the 2012 Plan. A total of 1,250,000 shares of the Company’s common stock are reserved for issuance under the 2013 Plan, of which awards as to 949,500 shares had been made as of December 31, 2013. Thus, 300,500 shares remained available for award grants as of December 31, 2013 under the 2013 Plan. | |||||||||||||||||||||||||||||
In December 2013, the Company’s board of directors approved the 2013 Non-Employee Director Equity Incentive Plan (the “Director Plan”). A total of 570,000 shares of the Company’s common stock are reserved for issuance under the Director Plan. The shares reserved for issuance under the Director Plan are intended to be used to cover the stock options granted pursuant to the terms of the Company’s Non-Employee Director Compensation Plan. As of December 31, 2013, no awards had been issued under the Director Plan. | |||||||||||||||||||||||||||||
Activity with respect to stock options issued by the Company is summarized as follows: | |||||||||||||||||||||||||||||
Options | Options | Range of | Weighted- | Intrinsic | |||||||||||||||||||||||||
Outstanding | Exercisable | Exercise Prices | average | Value(1) | |||||||||||||||||||||||||
Exercise | |||||||||||||||||||||||||||||
price per | |||||||||||||||||||||||||||||
share | |||||||||||||||||||||||||||||
Balance at January 1, 2012 | 3,679,977 | $ | 0.88 | - | $ | 9.64 | $ | 2.05 | $ | - | |||||||||||||||||||
Exercisable at January 1, 2012 | 1,501,659 | 0.88 | - | 9.64 | 2.15 | - | |||||||||||||||||||||||
Granted (2) | 3,097,400 | 1 | 2.13 | 1.08 | |||||||||||||||||||||||||
Exercised | (14,000 | ) | 1.8 | - | 9.64 | 1.8 | |||||||||||||||||||||||
Cancelled or forfeited | (331,250 | ) | 1.8 | - | 9.64 | 2.14 | |||||||||||||||||||||||
Outstanding at December 31, 2012 | 6,432,127 | 0.88 | - | 9.64 | 1.58 | 1,846,040 | |||||||||||||||||||||||
Exercisable at December 31, 2012 | 2,386,909 | 0.88 | - | 9.64 | 2.13 | 205,000 | |||||||||||||||||||||||
Granted (2) | 1,219,500 | 1.09 | - | 1.75 | 1.43 | ||||||||||||||||||||||||
Cancelled or forfeited | (221,402 | ) | 1 | - | 9.64 | 4.33 | |||||||||||||||||||||||
Outstanding at December 31, 2013 | 7,430,225 | 0.88 | - | 9.64 | 1.47 | 1,493,368 | |||||||||||||||||||||||
Exercisable at December 31, 2013 | 4,416,292 | 0.88 | - | 9.64 | 1.68 | 566,589 | |||||||||||||||||||||||
-1 | Intrinsic value is calculated as the estimated fair value of the Company’s stock at the end of the related period less the option exercise price of in-the-money options. | ||||||||||||||||||||||||||||
-2 | All options granted during the years ended December 31, 2012 and 2013 were granted with exercise prices which were deemed to be the fair market value of the Company’s stock on the date of grant, except for 200,000 options granted in December 2013 that have an exercise price of $1.75, which was deemed to be above market. | ||||||||||||||||||||||||||||
The following table summarizes information about stock options at December 31, 2013 (contractual life expressed in years): | |||||||||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||||||||
Range of | Number | Weighted - | Weighted - | Number | Weighted - | Weighted - | |||||||||||||||||||||||
Exercise Prices | Outstanding | Average | Average | Exercisable | Average | Average | |||||||||||||||||||||||
Remaining | Exercise | Remaining | Exercise | ||||||||||||||||||||||||||
Contractual | Price | Contractual | Price | ||||||||||||||||||||||||||
Life | Life | ||||||||||||||||||||||||||||
$0.88 | - | $1.26 | 3,375,650 | 7.31 | $ | 1.01 | 1,189,384 | 6.36 | $ | 0.97 | |||||||||||||||||||
1.4 | - | 2.13 | 3,948,450 | 8.29 | 1.74 | 3,120,783 | 7.4 | 1.79 | |||||||||||||||||||||
3.2 | - | 9.64 | 106,125 | 4.17 | 6.16 | 106,125 | 4.17 | 6.16 | |||||||||||||||||||||
7,430,225 | 7.79 | 1.47 | 4,416,292 | 7.04 | 1.68 | ||||||||||||||||||||||||
The weighted average grant date fair value of options granted during the years ended December 31, 2013 and 2012 was $0.63 and $0.48, respectively. A summary of the status of the Company’s nonvested stock options during the years ended December 31, 2012 and 2013 is presented below: | |||||||||||||||||||||||||||||
Nonvested Stock Options | Shares | Weighted - | |||||||||||||||||||||||||||
Average | |||||||||||||||||||||||||||||
Grant Date | |||||||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||||||
Nonvested January 1, 2012 | 2,178,318 | 0.87 | |||||||||||||||||||||||||||
Granted | 3,097,400 | 0.48 | |||||||||||||||||||||||||||
Forfeited | (258,516 | ) | 0.85 | ||||||||||||||||||||||||||
Vested | (971,984 | ) | 1.04 | ||||||||||||||||||||||||||
Nonvested December 31, 2012 | 4,045,218 | 0.56 | |||||||||||||||||||||||||||
Granted | 1,219,500 | 0.63 | |||||||||||||||||||||||||||
Forfeited | (94,833 | ) | 0.76 | ||||||||||||||||||||||||||
Vested | (2,155,952 | ) | 0.58 | ||||||||||||||||||||||||||
Nonvested December 31, 2013 | 3,013,933 | 0.52 | |||||||||||||||||||||||||||
As of December 31, 2013 there was a total of approximately $1,160,000 of unrecognized compensation cost related to share-based compensation arrangements granted under the Plans. That cost is expected to be recognized over a weighted-average period of approximately 2.0 years. | |||||||||||||||||||||||||||||
The assumptions used in calculating the fair value under the Black-Scholes option-pricing model are set forth in the following table for options issued by the Company in 2013 and 2012: | |||||||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
Dividend yield | 0% | 0% | |||||||||||||||||||||||||||
Expected Volatility | 43.40% | to | 46.00% | 45.20% | to | 45.30% | |||||||||||||||||||||||
Risk free Interest rates | 0.92% | to | 2.10% | 0.83% | to | 1.13% | |||||||||||||||||||||||
Expected lives (years) | 5 | - | 6 | 6 | |||||||||||||||||||||||||
Warrants | |||||||||||||||||||||||||||||
As noted above, common stock warrants were issued in the July 2012 Financing Transaction and the January 2013 Financing Transaction. In May 2012, the Company issued an aggregate of 1,250,000 common stock warrants to two non-employee directors in recognition of their long-standing support of the Company. The warrants were immediately vested and exercisable upon issuance, have an exercise price of $1.00 per share, and have a term of five years. The fair value of the 1,250,000 warrants issued was $514,250, which was calculated using the Black-Scholes pricing model. During the year ended December 31, 2012, the Company issued 421,666 warrants to third parties with an exercise price of $1.00 and having a fair value of $349,003. In addition, during year ended December 31, 2013, the Company issued 43,000 warrants to a service provider with an exercise price of $1.75 and having a fair value of $14,805. The aggregate fair value of the aforementioned warrants, which was calculated using the Black-Scholes valuation model, totaled $14,805 and $863,253 during years ended December 31, 2013 and 2012, respectively, and was recorded as selling, general and administrative expenses. | |||||||||||||||||||||||||||||
Warrants have been issued for terms of up to five years. Common stock warrants issued, expired, and outstanding during the years ended December 31, 2012 and 2013 are as follows: | |||||||||||||||||||||||||||||
Shares | Weighted - | ||||||||||||||||||||||||||||
Average | |||||||||||||||||||||||||||||
Exercise | |||||||||||||||||||||||||||||
Price | |||||||||||||||||||||||||||||
Outstanding at January 1, 2012 | 1,922,944 | $ | 0.43 | ||||||||||||||||||||||||||
Issued | 7,652,071 | 1.05 | |||||||||||||||||||||||||||
Shares withheld on net settled exercises | (186,347 | ) | 0.7 | ||||||||||||||||||||||||||
Exercised | (624,832 | ) | 0.67 | ||||||||||||||||||||||||||
Outstanding at December 31, 2012 | 8,763,836 | 0.95 | |||||||||||||||||||||||||||
Expired | (41,666 | ) | 1 | ||||||||||||||||||||||||||
Issued | 4,643,842 | 1.75 | |||||||||||||||||||||||||||
Shares withheld on net settled exercises | (101,318 | ) | 0.85 | ||||||||||||||||||||||||||
Exercised | (1,127,829 | ) | 0.08 | ||||||||||||||||||||||||||
Outstanding at December 31, 2013 | 12,136,865 | 1.33 | |||||||||||||||||||||||||||
The assumptions used in calculating the fair value of warrants under the Black-Scholes pricing model are as follows: | |||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
Dividend yield | 0% | 0% | |||||||||||||||||||||||||||
Expected Volatility | 46.49% | 40.96% | to | 46.88% | |||||||||||||||||||||||||
Risk free Interest rates | 1.38% | 0.19% | to | 0.77% | |||||||||||||||||||||||||
Expected lives (years) | 5 | 1.6 | to | 5 | |||||||||||||||||||||||||
Warrants | |||||||||||||||||||||||||||||
As noted above, common stock were issued in the July 2012 Financing Transaction and the January 2013 Financing Transaction. In May 2012, the Company issued an aggregate of 1,250,000 common stock warrants to two non-employee directors in recognition. | |||||||||||||||||||||||||||||
Retirement of Treasury Stock | |||||||||||||||||||||||||||||
On December 5, 2013, the Board of Directors approved the retirement of 325,830 shares of treasury stock. These retired shares are now included in the Company’s pool of authorized but unissued shares. The retired treasury shares had a carrying value of $1,679,234. Upon retirement of these treasury shares, Common Stock was reduced by the par value of the shares, and the excess cost above the par value of the retired shares was recorded as a reduction of Additional Paid-In Capital. |
Note_9_Income_Taxes
Note 9 - Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||
9. Income Taxes | |||||||||
The Company had no income tax expense for the years ended December 31, 2013 and 2012. Due to uncertainties surrounding the realization of its deferred income tax assets in future periods, the Company has recorded a 100% valuation allowance against its net deferred income tax assets. If it is determined in the future that it is more likely than not that any deferred income tax assets are realizable, the valuation allowance will be reduced by the estimated net realizable amounts. | |||||||||
The tax effect of temporary differences and net operating losses that give rise to components of deferred income tax assets and liabilities consist of the following: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred income tax assets (liabilities): | |||||||||
Property and equipment | $ | (153,864 | ) | $ | (54,443 | ) | |||
Deferred revenue | 40,564 | 246,740 | |||||||
Accrued expenses | 223,022 | 288,338 | |||||||
Share based compensation related | 1,554,048 | 1,094,927 | |||||||
Other | 208,266 | 546,636 | |||||||
Net operating loss carryforwards | 23,089,111 | 19,816,443 | |||||||
24,961,147 | 21,938,641 | ||||||||
Less valuation allowance | (24,961,147 | ) | (21,938,641 | ) | |||||
$ | - | $ | - | ||||||
The Company had a cumulative federal net operating loss of approximately $60,000,000 as of December 31, 2013, which begins to expire in 2015. Under Sections 382 and 383 of the Internal Revenue Code, if an ownership change occurs with respect to a “loss corporation,” as defined, there are annual limitations on the amount of the net operating loss and other deductions which are available to the Company. The Company has not determined whether such an ownership change has occurred. However, given the equity transactions in which the Company has engaged, the Company believes that the use of the net operating losses shown as deferred tax assets will be significantly limited. | |||||||||
Management has evaluated the effect of guidance provided by GAAP regarding accounting for uncertainty in income taxes and determined the Company has no uncertain tax positions that could have a significant impact on its financial statements. The Company’s income tax returns after 2009 remain open for examination. |
Note_10_Commitments
Note 10 - Commitments | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
10. Commitments | |||||
Leases | |||||
The Company leases office space in Tennessee and California under non-cancellable operating leases. The leases expire in 2014 and 2015, respectively. | |||||
Future minimum lease payments under non-cancellable operating leases are as follows: | |||||
Years ending December 31, | |||||
2014 | $ | 140,583 | |||
2015 | 62,638 | ||||
Total minium payments | $ | 203,221 | |||
Rent expense under all operating leases was approximately $149,000 and $145,000 for the years ended December 31, 2013 and 2012, respectively | |||||
Licenses | |||||
Certain license arrangements require minimum royalty payments. As of December 31, 2013, future minimum payments under these arrangements are as follows: | |||||
Years ending December 31, | |||||
2014 | $ | 124,110 | |||
2015 | 100,000 | ||||
2016 | 105,000 | ||||
2017 | 115,000 | ||||
2018 | 95,000 | ||||
Thereafter | 890,000 | ||||
Total minium payments | $ | 1,429,110 | |||
Royalty payment amounts may be greater than the minimum required payment amounts based on the negotiated royalty rates. If the Company sublicenses the intellectual property that is licensed from the licensor and the Company receives any royalty payment under or with respect to such sublicense, the Company is obligated to pay the licensor an agreed upon percentage of any such payment(s). Under the terms of these license agreements, the Company is required to reimburse the licensor for costs incurred by the licensor associated with patent filing, prosecution and maintenance. The Company may terminate these license agreements for any reason, upon giving the licensor either 60 or 90 days written notice, depending on the agreement. | |||||
Co-Development Agreement (see Note 12) | |||||
In 2009, the Company entered into a Cooperation and Development Agreement (the “Original Siemens Agreement”) with Siemens Aktiengesellschaft, Healthcare Sector (“Siemens AG”), pursuant to which the Company agreed to pay Siemens AG up to approximately $2,476,000 in milestone-based payments for development of software to be used in conjunction with products being developed by the Company. Under the Original Siemens Agreement, the software was owned by Siemens AG. At December 31, 2013, the Company had made milestone-based payments to Siemens AG totaling $1,373,889 under the Original Siemens Agreement. | |||||
Research Agreements | |||||
The Company entered into research agreements with certain universities whereby the Company committed to pay certain research-related expenses. As of December 31, 2013, the Company is obligated to make payments totaling approximately $274,000, all payable in 2014 under such agreements. | |||||
Master Services and Software License Agreement | |||||
In July 2007, the Company entered into a Master Services and Licensing Agreement (the “Master Software Agreement”) with Merge Healthcare Canada Corp. f/k/a Cedara Software Corp. (“Merge”) for Merge to develop on the Company’s behalf, based on the Company’s detailed specifications, a customized software solution for the Company’s ClearPoint system. Merge was in the business of providing software development and engineering services on a contract basis to a number of companies. In developing the Company’s ClearPoint system software, Merge utilized certain of its own pre-existing software code. Under the Master Software Agreement, the Company received a non-exclusive, worldwide license to the pre-existing software code, in object code form, as an integrated component of the Company’s ClearPoint system software. In return, the Company agreed to pay Merge a license fee for each copy of the ClearPoint system software that the Company distributes, subject to certain minimum license purchase commitments by the Company. In addition, under the Master Software Agreement, Merge performed ongoing custom engineering, maintenance and support services with respect to the Company’s ClearPoint system software, for which services the Company compensated Merge. | |||||
In 2012, the Company and Merge entered into an amendment to the Master Software Agreement (the “2012 Software Amendment”). Pursuant to the 2012 Merge Amendment, the Company agreed to issue Merge, or its designee, 1,500,000 shares of the Company’s common stock (i) in full payment and satisfaction of license fees owed to Merge in the amount of $612,500 for licenses previously purchased by the Company, (ii) in full payment and satisfaction of all of the Company’s remaining minimum license purchase commitments from Merge in the amount of $962,500, and (iii) in exchange for additional licenses provided by Merge to the Company valued at $87,500 based on the original terms of the Master Software Agreement. Applying GAAP for equity-based payments to non-employees, the Company used the contractual value of the amounts owed and of the licenses acquired to measure and record the transaction. The portion of the licenses purchased by the Company that are not expected to be sold or placed in service in the next 12 months has been recorded as a non-current asset, called software license inventory. | |||||
In July 2013, the Company and Merge entered into another amendment to the Master Software Agreement (the “2013 Software Amendment”). At the Company's request, the parties entered into the 2013 Software Amendment to enable the Company to internally perform development, maintenance and support of its ClearPoint system software going forward. As a result, the services which the Company had been outsourcing to Merge are now performed by the Company itself. Under the 2013 Software Amendment, Merge granted the Company a non-exclusive, non-transferable, worldwide license to the source code for certain Merge software, which as mentioned above had been utilized in Merge’s original development work, to use in the Company’s further development and commercialization of its ClearPoint system software. In return, the Company agreed to pay Merge a one-time license fee. Merge may terminate the source code license only for cause. The Company will continue to pay Merge a license fee for each copy of the ClearPoint system software that the Company distributes, but only for licenses in excess of those licenses already purchased or otherwise acquired by the Company prior to the 2013 Software Amendment. The Company had already satisfied its minimum license purchase commitments from the Master Software Agreement. | |||||
Cardiac EP Business Participation Plan | |||||
In June 2010, the Company adopted a plan to provide a key product development advisor and consultant with financial rewards in the event that the Company sells its business operations relating to catheter-based MRI-guided cardiac ablation to treat cardiac arrhythmias, which the Company refers to as its cardiac EP operations. In the event the Company sells its cardiac EP operations, whether on a stand-alone basis or as part of the sale of the Company, the participant will receive a payment under the plan equal to (i) the transaction value paid for or allocated to the cardiac EP operations in the sale, multiplied by (ii) the participant’s “participation interest” at the time of the sale. The participant was initially awarded a participation interest of 6.6%. However, pursuant to the terms of the plan, the participation interest is equitably reduced from time to time to take into account equity financing transactions in which the Company issues shares of its common stock, or securities convertible into shares of its common stock, in exchange for cash proceeds. At December 31, 2013, the participation interest was 3.1%. The plan will terminate in June 2025. | |||||
Employment Agreements | |||||
During 2012, the Company entered into employment agreements (each, an “Employment Agreement,” and collectively, the “Employment Agreements”) with five executive officers (each, an “Executive”). Among other provisions customary for agreements of this nature, the Employment Agreements provide for severance in the event of a termination without cause or if the Executive terminates his employment for good reason, as those terms are defined in each Employment Agreement. Likewise, the Employment Agreements provide for certain payments in connection with a change of control transaction. | |||||
Key Personnel Incentive Program | |||||
The Company adopted its Key Personnel Incentive Program to provide a consultant and an employee (collectively, the “Participants”), who at the time of adoption of the program were key to the Company’s development and licensing activities, with the opportunity to receive incentive bonus payments based on the performance of future services to the Company or upon a consummation of a transaction involving the sale of the Company. In June 2012, the Participants voluntarily and irrevocably relinquished their rights to receive, and the Participants discharged the Company from its obligations to make, any and all incentive bonus payments under the Key Personnel Incentive Program based on the performance of services. | |||||
Pursuant to the Key Personnel Incentive Program, in the event of a sale transaction, each of the Participants will be entitled to receive an incentive bonus payment equal to $1,000,000. In addition, one of the Participants will also receive an incentive bonus payment equal to 1.4% of net proceeds from the sale transaction in excess of $50,000,000, but not to exceed $700,000. If a sale has not occurred by December 31, 2025, the Key Personnel Incentive Program will terminate. | |||||
Because the Company was discharged from any obligations to make incentive bonus payments related to performance of services under the Key Personnel Incentive Program, in June 2012 the Company reversed all amounts previously accrued for such service-based payments under the program. This resulted in a credit to reverse a research and development obligation of $882,537 in 2012 for the amounts that previously had been accrued as research and development costs. One of the Participants in the Key Personnel Incentive Program is a non-employee director of the Company. |
Note_11_Legal_Proceeding
Note 11 - Legal Proceeding | 12 Months Ended |
Dec. 31, 2013 | |
Disclosure Text Block Supplement [Abstract] | ' |
Legal Matters and Contingencies [Text Block] | ' |
11. Legal Proceeding | |
In June 2013, Custom Equity Research, Inc. d/b/a Summer Street Research Partners (“Summer Street”) commenced an arbitration proceeding alleging breach of contract and quantum meruit claims against the Company. Summer Street claims, among other things, that the Company owes Summer Street $480,000 in cash commissions, as well as warrants to purchase 460,338 shares of the Company's common stock, in connection with the Company’s engagement of Summer Street to serve as its financial advisor and placement agent for two financing transactions undertaken by the Company in 2011 and 2012, respectively. As required under the Company’s engagement agreements with Summer Street, the arbitration has been brought before JAMS, The Resolution Experts, an alternative dispute resolution provider. In the arbitration, the Company has filed counter-claims against Summer Street alleging fraud and misrepresentation, abuse of process and malicious prosecution, and the Company is seeking unspecified monetary damages from Summer Street in connection with the counter-claims. At December 31, 2013, the parties were conducting discovery in preparation for the arbitration hearing, which is scheduled in July 2014. | |
Due to the uncertainty surrounding the arbitration process, the Company is unable to reasonably estimate the ultimate outcome of the foregoing matter at this time. Based on currently available information, the Company believes that it has meritorious defenses to Summer Street’s claims and that the likelihood is remote that the resolution of this matter will have a material adverse effect on the Company’s business, financial condition or future results of operations. As such, no liability associated with this matter has been recorded in the Company’s financial statements. |
Note_12_Subsequent_Events
Note 12 - Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
12. Subsequent Events | |
Sale of Certain Intellectual Property in Exchange for Cancellation of the Boston Scientific Notes | |
On March 19, 2014, the Company entered into an Asset Purchase Agreement (the “BSC Purchase Agreement”) with Boston Scientific. Pursuant to the BSC Purchase Agreement, Boston Scientific purchased from the Company certain MRI-safety technology for implantable medical leads (the “Transferred Intellectual Property”) for an aggregate purchase price of $4,338,601. The Transferred Intellectual Property includes some, but not but all, of the intellectual property the Company previously licensed exclusively to Boston Scientific within the fields of neuromodulation and implantable medical leads for cardiac applications. The asset purchase price was satisfied through the cancellation of the Boston Scientific Notes in the aggregate principal amount of $4,338,601. Accordingly, all obligations of the Company under the Boston Scientific Notes have been discharged and the liens that secured the Company’s obligations under the Boston Scientific Notes have been terminated and released. The Company will record a gain equal to the aggregate purchase price on the sale of the assets sold under the BSC Purchase Agreement in its statement of operations and a corresponding decrease to related party convertible notes payable during the first quarter of 2014. | |
In connection with the BSC Purchase Agreement, the parties entered into a license agreement pursuant to which Boston Scientific granted the Company an exclusive, royalty-free, fully paid up, irrevocable, worldwide license to the Transferred Intellectual Property, with the right to sublicense, within fields of use other than neuromodulation and implantable medical leads for cardiac applications. | |
In addition, Boston Scientific and the Company entered into amendments to their pre-existing development and license agreements, in the fields of neuromodulation and implantable medical leads for cardiac applications, to eliminate the milestone-based payments and royalties provided under those agreements. As such, the Company will no longer be entitled to receive any potential future milestone-based payments or royalties under its development and license agreements with Boston Scientific. | |
The transactions contemplated by the BSC Purchase Agreement do not impact the Company’s ability to continue to commercialize its ClearPoint system or to continue the development of its ClearTrace system. | |
2014 Junior Secured Notes Offering | |
In March 2014, the Company entered into securities purchase agreements for the private placement of (i) 12% second-priority secured non-convertible promissory notes due 2019 (the “2014 Secured Notes”) and (ii) warrants to purchase 0.3 share of the Company’s common stock for each dollar in principal amount of 2014 Secured Notes sold by the Company. Pursuant to those securities purchase agreements, the Company sold 2014 Secured Notes in a total aggregate principal amount of $3,625,000, together with warrants to purchase up to 1,087,500 shares of common stock, for aggregate gross proceeds of $3,625,000, before expenses of approximately $80,000 and placement agent commissions. | |
The 2014 Secured Notes have a five-year maturity, and they bear interest at a rate of 12% per year, payable semi-annually, in arrears, on each six-month and one-year anniversary of the issuance date. The 2014 Secured Notes are not convertible into shares of the Company’s common stock. Following the third anniversary of the issuance date, the 2014 Secured Notes may be prepaid, without penalty or premium, provided that all principal and unpaid accrued interest under all 2014 Secured Notes is prepaid at the same time. Prior to the third anniversary of the issuance date, the Company may prepay all, but not less than all, of the principal and unpaid accrued interest under the 2014 Secured Notes at any time, subject to the Company’s payment of the additional prepayment premium stated in the notes. The 2014 Secured Notes are secured by a security interest in the Company’s property and assets, which security interest is junior and subordinate to the security interest that secures the Amended and Restated Note discussed in Note 7. | |
The warrants issued to the investors are exercisable, in full or in part, at any time prior to the fifth anniversary of the issuance date, at an exercise price of $1.75 per share, subject to adjustment from time to time for stock splits or combinations, stock dividends, stock distributions, recapitalizations and other similar transactions. | |
Non-employee directors of the Company invested a total of $1,100,000, either directly or through a trust. The Company’s placement agent earned cash commissions of $139,500 as well as warrants to purchase 69,750 shares of the Company’s common stock. The placement agent warrants have the same terms and conditions as the investor warrants. | |
Modification of Co-Development Agreement | |
In February 2014, the Company and Siemens Medical Solutions USA, Inc. (“Siemens Medical”) entered into a Development Agreement (the “New Siemens Agreement”), which replaces and supersedes the Original Siemens Agreement. Therefore, upon execution of the New Siemens Agreement, the Company and Siemens AG terminated the Original Siemens Agreement. References below to “Siemens” will mean Siemens Medical or Siemens AG, as applicable. | |
Under the Original Siemens Agreement, Siemens and the Company performed initial work related to the development of hardware and software needed for MRI-guided, catheter-based ablation procedures to treat cardiac arrhythmias, such as atrial fibrillation. Pursuant to the terms of the Original Siemens Agreement, the Company generally was responsible for developing catheters and other hardware, and Siemens was responsible for developing software, to the Company’s specifications. The Company was responsible for paying Siemens for its software development work, but, under the Original Siemens Agreement, Siemens owned the software. Working closely with the Company, Siemens created a research version of the software platform specifically for use in MRI-guided cardiac ablation procedures with the Company’s catheters, but a commercial version was not developed under the Original Siemens Agreement. | |
Under the New Siemens Agreement, the Company, with cooperation, assistance and technical support from Siemens, will develop the commercial version of the research software platform created by Siemens under the Original Siemens Agreement. Once the development work is completed, subject to appropriate regulatory clearance or approval, the Company will sell the software as its own product. | |
Under the New Siemens Agreement, Siemens will develop certain software features (the “Host Features”) for a planned software release for certain Siemens MAGNETOM MRI systems. The Host Features will enable the connection of the Company’s software and catheters to those MAGNETOM MRI systems, and the Company will pay Siemens to perform development work for the Host Features. The amount the Company will be obligated to pay to Siemens under the New Siemens Agreement for this development work is less than the remaining amount that was to be paid under the Original Siemens Agreement described in Note 10. The Host Features, which will be owned by Siemens, will run within the MRI scanner system. The Host Features will then connect to the Company’s software, which will operate on a separate computer workstation, and enable the performance of MRI-guided cardiac ablation procedures. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ' | ||||||||||||||||
Basis of Accounting, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Basis of Presentation and Use of Estimates | ||||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||||
Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. | ||||||||||||||||||
Derivative Liability for Warrants to Purchase Common Stock [Policy Text Block] | ' | ' | ||||||||||||||||
Derivative Liability for Warrants to Purchase Common Stock | ||||||||||||||||||
The derivative liability for warrants represents the fair value of warrants issued in connection with private placements of shares of the Company’s common stock (see Note 8). These warrants are presented as liabilities based on certain exercise price reset and net cash settlement provisions. The liability, which is recorded at fair value on the accompanying balance sheets, is calculated utilizing the Monte Carlo simulation valuation method. The change in fair value of these warrants is recognized as other income or expense in the statements of operations. | ||||||||||||||||||
Derivatives, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Other Derivative Financial Instruments | ||||||||||||||||||
The Company adjusts its derivative financial instruments to fair value at each balance sheet date (see Note 6). Changes in the fair values of derivatives are recorded each period as gains or losses in the statements of operations unless the derivatives qualify for hedge accounting. At December 31, 2013 and 2012, the Company did not have any derivative instruments that were designated as hedges. | ||||||||||||||||||
Fair Value Measurement, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||||
Carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their short maturities. | ||||||||||||||||||
The table below reflects the carrying values and the estimated fair values of the Company’s outstanding notes payable at December 31, 2013: | ||||||||||||||||||
Carrying Values | Estimated | |||||||||||||||||
Fair Value | ||||||||||||||||||
Related party Boston Scientific convertible notes payable | $ | 4,338,601 | $ | 4,000,842 | ||||||||||||||
Note payable | 3,852,183 | 3,852,183 | ||||||||||||||||
Junior secured notes payable | 232,405 | 2,095,610 | ||||||||||||||||
The difference between the carrying value of the related party Boston Scientific convertible notes payable, which is equal to the face value due to troubled debt restructuring accounting (see Note 6), and the estimated fair value is attributable to the fact that no interest is charged per the terms of the convertible notes payable, which is below market. The difference between the carrying value and the fair value of the junior secured notes payable relates to an unamortized debt discount (see Note 7). | ||||||||||||||||||
The Company measures and records certain financial assets and liabilities at fair value on a recurring basis. GAAP provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (“Level 1”), the next priority is given to quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar assets or liabilities in markets that are not active, that is, markets in which there are few transactions for the asset or liability (“Level 2”) and the lowest priority to unobservable inputs (“Level 3”). The table below reflects the level of the inputs used in the Company’s fair value calculation for instruments carried at fair value: | ||||||||||||||||||
Quoted Prices in | Significant | Significant | Total Fair | |||||||||||||||
Active Markets | Observable | Unobservable | Value | |||||||||||||||
(Level 1) | Inputs (Level 2) | Inputs (Level 3) | ||||||||||||||||
At December 31, 2013: | ||||||||||||||||||
Derivative liability - warrants | $ | - | $ | - | $ | 3,747,858 | $ | 3,747,858 | ||||||||||
Derivative liability - conversion option | - | - | - | - | ||||||||||||||
At December 31, 2012: | ||||||||||||||||||
Derivative liability - warrants | $ | - | $ | - | $ | 2,128,302 | $ | 2,128,302 | ||||||||||
Derivative liability - conversion option | - | - | 789 | 789 | ||||||||||||||
Inventory, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Inventory | ||||||||||||||||||
Inventory is carried at the lower of cost (first-in, first-out (“FIFO”) method) or net realizable value. All items included in inventory relate to the Company’s ClearPoint system. Software license inventory that is not expected to be utilized within the next twelve months is classified as a non-current asset. The Company periodically reviews its inventory for obsolete items and provides a reserve upon identification of potential obsolete items. | ||||||||||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Property and Equipment | ||||||||||||||||||
Property and equipment, including loaned ClearPoint systems, are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives, principally five to seven years. Leasehold improvements are depreciated on a straight-line basis over the lesser of their estimated useful lives or the life of the related lease. | ||||||||||||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Impairment of Long-Lived Assets | ||||||||||||||||||
The Company evaluates the recoverability of its long-lived assets (finite-lived intangible assets and property and equipment). Whenever events or changes in circumstances indicate that the carrying amount of such assets may not be fully recoverable, the expected undiscounted future cash flows are compared to the net book value of the related assets. If the net book value of the related assets exceeds the undiscounted expected future cash flows of the assets, the carrying amount would be reduced to the present value of the expected future cash flows and an impairment loss would be recognized. The Company has not recorded any impairment losses for the years ended December 31, 2013 or 2012. | ||||||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Revenue Recognition | ||||||||||||||||||
The Company’s revenues arise from: (1) product revenues resulting from the sale of ClearPoint system reusable components and the sale of ClearPoint system disposable products; (2) license and development arrangements; (3) development service revenues; and (4) other service revenues. The Company recognizes revenue when persuasive evidence of an arrangement exists, the selling price or fee is fixed or determinable, collection is probable and risk of loss has transferred to the customer for product revenues. For all sales, the Company requires either a purchase agreement or a purchase order as evidence of an arrangement. | ||||||||||||||||||
(1) Product Revenues— Sales of ClearPoint system reusable components: Generally, revenues related to ClearPoint system sales are recognized upon installation of the system and the completion of training of at least one of the customer’s physicians, which typically occurs concurrently with the ClearPoint system installation. ClearPoint system reusable components include software which is integral to the utility of the ClearPoint system as a whole. Sales of reusable components that have stand-alone value to the customer are recognized when risk of loss passes to the customer. Sales of reusable components to a distributor that has been trained to perform ClearPoint system installations are recognized at the time risk of loss passes to the distributor. | ||||||||||||||||||
Sales of ClearPoint disposable products: Revenues from the sale of ClearPoint disposable products utilized in procedures performed using the ClearPoint system are recognized at the time risk of loss passes to the customer, which is generally at shipping point or upon delivery to the customer’s location, depending upon the specific terms agreed upon with the customer. | ||||||||||||||||||
(2) License and development arrangements— The Company analyzes revenue recognition on an agreement by agreement basis. The Company determines whether the deliverables under the arrangement represent separate units of accounting as defined by GAAP. Application of GAAP regarding multiple-element arrangements requires management to make subjective judgments about the values of the individual elements and whether delivered elements are separable from the other aspects of the contractual relationship. The Company defers recognition of non-refundable upfront license fees if there are continuing performance obligations without which the technology, know-how, rights, products or services conveyed in conjunction with the non-refundable fees have no utility to the licensee that could be considered separate and independent of the Company’s performance under other elements of the arrangement. Amounts received related to substantive, performance-based milestones in research and development arrangements will be recognized upon receipt. Future product royalty income under such arrangements will be recognized as the related products are sold and amounts are payable to the Company. | ||||||||||||||||||
(3) Development Service Revenues— The Company is party to an agreement to provide development services to a third party. Under this agreement, the Company earns revenue equal to costs incurred for outside expenses related to the development services provided, plus actual direct internal labor costs (including the cost of employee benefits), plus an overhead markup of the direct internal labor costs incurred. Revenue is recognized in the period in which the Company incurs the related costs. During the years ended December 31, 2013 and 2012, the Company recorded development service revenues of approximately $284,000 and $531,000, respectively, related to this agreement. From time to time, the Company may also perform development services for other third parties evidenced by either a development agreement or a purchase order. During 2012, the Company recorded revenues totaling $10,000 for such services. | ||||||||||||||||||
(4) Other Service Revenues— Other service revenues are comprised primarily of installation fees charged in connection with ClearPoint system installations and service agreement revenues. Typically, the Company will bill upfront for service agreements that have terms ranging from one to three years. These amounts are recognized as revenues ratably over the term of the related service agreement | ||||||||||||||||||
Research and Development Expense, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Research and Development Costs | ||||||||||||||||||
Costs related to research, design and development of products are charged to research and development expense as incurred. These costs include direct salary and employee benefit related costs for research and development personnel, costs for materials used in research and development activities, sponsored research and costs for outside services. Since most of the expenses associated with the Company’s development service revenues relate to existing internal resources, these amounts are included in research and development costs. | ||||||||||||||||||
Income Tax, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Income Taxes | ||||||||||||||||||
Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis. Such assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized in the period that includes the enactment date. The Company provides a valuation allowance against net deferred income tax assets unless, based upon available evidence, it is more likely than not the deferred income tax assets will be realized. . The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of December 31, 2013, the Company has no accrued interest or penalties related to uncertain tax positions. | ||||||||||||||||||
Other Income (Expense) Policy [Policy Text Block] | ' | ' | ||||||||||||||||
The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. | ||||||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Net Loss Per Share | ||||||||||||||||||
Basic loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, without giving consideration to common stock equivalents. Diluted loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. The calculation of diluted net loss per share does not include the weighted average number of common stock equivalents outstanding for the period because to do so would be anti-dilutive. Accordingly, for all periods presented, diluted net loss per share is the same as basic net loss per share. The following table sets forth potential shares of common stock that are not included in the calculation of diluted net loss per share because of the anti-dilutive result: | ||||||||||||||||||
As of December 31, | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Stock options | 7,430,225 | 6,432,127 | ||||||||||||||||
Warrants | 12,136,865 | 8,763,836 | ||||||||||||||||
Shares under convertible note agreements | 542,325 | 4,454,362 | ||||||||||||||||
20,109,415 | 19,650,325 | |||||||||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Share-Based Compensation | ||||||||||||||||||
The Company accounts for compensation for all arrangements under which employees and others receive shares of stock or other equity instruments (including options and warrants) based on fair value. The fair value of each award is estimated as of the grant date and amortized as compensation expense over the requisite vesting period. The fair values of the Company’s share-based awards are estimated on the grant dates using the Black-Scholes valuation model. This valuation model requires the input of highly subjective assumptions, including the expected stock volatility, estimated award terms and risk-free interest rates for the expected terms. To estimate the expected terms, the Company utilizes the “simplified” method for “plain vanilla” options discussed in the SEC’s Staff Accounting Bulletin 107 (“SAB 107”). The Company believes that all factors listed within SAB 107 as pre-requisites for utilizing the simplified method apply to the Company and the Company’s share-based compensation arrangements. The Company intends to utilize the simplified method for the foreseeable future until more detailed information about exercise behavior becomes available. The Company based its estimate of expected volatility on the average of historical volatilities of publicly traded companies it deemed similar to the Company because the Company lacks its own relevant historical volatility data. The Company will consistently apply this methodology until a sufficient amount of historical information regarding the volatility of the Company’s own share prices becomes available. The Company utilizes risk-free interest rates based on zero-coupon U.S. treasury instruments, the terms of which are consistent with the expected terms of the stock awards. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be zero. | ||||||||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Fair Value Determination of Share-Based Transactions | ||||||||||||||||||
Since May 21, 2012, the Company’s common stock has been traded in the over-the-counter market and has been quoted on OTC Markets and the OTC Bulletin Board under the symbol MRIC. Since the Company’s common stock has been publicly traded, the closing stock price has been used as a key input in determining the fair value for share-based transactions.Prior to the time the Company’s stock became publicly traded, the fair value of the Company’s common stock, as well as the common stock underlying options and warrants, granted as compensation, or issued in connection with the settlement of liabilities (“share-based transactions”), were estimated by management, with input from a third-party valuation specialist from time to time. | ||||||||||||||||||
Determining the fair value of shares of privately held companies requires making complex and subjective judgments. Prior to the time the Company’s common stock was publicly traded, the Company used the income approach, the market approach, and the probability weighted expected return method to estimate the enterprise values for the dates on which these transactions occurred. The assumptions used in each of the different valuation methods take into account certain discounts such as selecting the appropriate discount rate and control and lack of marketability discounts. The discount rates used in these valuations ranged from 22% to 35%. The discounts for lack of marketability ranged from 15% to 35% and the discounts for lack of control ranged from 20% to 30%. If different discount rates or lack of marketability and control discounts had been used, the valuations would have been different. The enterprise value under each valuation method was allocated to preferred and common shares taking into account the enterprise value available to all stockholders and allocating that value among the various classes of stock based on the rights, privileges, and preferences of the respective classes in order to provide an estimate of the fair value of a share of the Company’s common stock. There is inherent uncertainty in these estimates. | ||||||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Concentration Risks and Other Risks and Uncertainties | ||||||||||||||||||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company holds its cash and cash equivalents on deposit with financial institutions in the United States insured by the Federal Deposit Insurance Corporation. At December 31, 2013 no amounts on deposit were in excess of insured limits. | ||||||||||||||||||
Accounts receivable at December 31, 2013 and all product revenues recognized for the year ended December 31, 2013 relate to sales and services to a limited number of customers located in the United States (“U.S.”) and to one distributor outside of the U.S. Three customers in the U.S. represented 28.0%, 18.4%, and 15.0%, respectively, of the Company’s accounts receivable balance at December 31, 2013. No other customer represented more that 7.5% of total accounts receivable. For the year ended December 31, 2013, sales to one of these customers represented 19.6% of total product sales. No other single customer represented greater than 9% of sales. The Company may perform credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers. The Company will provide an allowance for doubtful accounts when collections become doubtful, but the Company has not experienced any credit losses or recorded any allowances to date. | ||||||||||||||||||
The Company is subject to risks common to emerging companies in the medical device industry including, but not limited to: new technological innovations; dependence on key personnel; dependence on key suppliers; changes in general economic conditions and interest rates; protection of proprietary technology; compliance with changing government regulations; uncertainty of widespread market acceptance of products; access to credit for capital purchases by customers; and product liability claims. Certain components used in manufacturing have relatively few alternative sources of supply and establishing additional or replacement suppliers for such components cannot be accomplished quickly. The inability of any of these suppliers to fulfill the Company’s supply requirements may negatively impact future operating results. | ||||||||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||
There have been no recent accounting pronouncements or changes in accounting pronouncements which we believe will have a material impact on our financial statements. Likewise, we do not believe that any recently issued, but not yet effective, accounting standards will, if adopted, have a material impact on our financial statements. |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | ' | ||||||||||||||||
Carrying Values | Estimated | ||||||||||||||||
Fair Value | |||||||||||||||||
Related party Boston Scientific convertible notes payable | $ | 4,338,601 | $ | 4,000,842 | |||||||||||||
Note payable | 3,852,183 | 3,852,183 | |||||||||||||||
Junior secured notes payable | 232,405 | 2,095,610 | |||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||
Quoted Prices in | Significant | Significant | Total Fair | ||||||||||||||
Active Markets | Observable | Unobservable | Value | ||||||||||||||
(Level 1) | Inputs (Level 2) | Inputs (Level 3) | |||||||||||||||
At December 31, 2013: | |||||||||||||||||
Derivative liability - warrants | $ | - | $ | - | $ | 3,747,858 | $ | 3,747,858 | |||||||||
Derivative liability - conversion option | - | - | - | - | |||||||||||||
At December 31, 2012: | |||||||||||||||||
Derivative liability - warrants | $ | - | $ | - | $ | 2,128,302 | $ | 2,128,302 | |||||||||
Derivative liability - conversion option | - | - | 789 | 789 | |||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||||||||||||
As of December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Stock options | 7,430,225 | 6,432,127 | |||||||||||||||
Warrants | 12,136,865 | 8,763,836 | |||||||||||||||
Shares under convertible note agreements | 542,325 | 4,454,362 | |||||||||||||||
20,109,415 | 19,650,325 |
Note_3_Inventory_Tables
Note 3 - Inventory (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory, Current [Table Text Block] | ' | ||||||||
2013 | 2012 | ||||||||
Work in process | $ | 673,860 | $ | 494,290 | |||||
Software license inventory | 385,000 | 344,500 | |||||||
Finished goods | 418,301 | 60,912 | |||||||
Inventory included in current assets | 1,477,161 | 899,702 | |||||||
Software license inventory | 927,500 | 1,137,500 | |||||||
$ | 2,404,661 | $ | 2,037,202 |
Note_4_Property_and_Equipment_
Note 4 - Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment [Table Text Block] | ' | ||||||||
2013 | 2012 | ||||||||
Equipment | $ | 1,081,056 | $ | 1,044,969 | |||||
Furniture and fixtures | 106,054 | 105,376 | |||||||
Leasehold improvements | 157,236 | 157,236 | |||||||
Computer equipment and software | 134,285 | 114,786 | |||||||
Loaned systems | 920,406 | 1,063,777 | |||||||
2,399,037 | 2,486,144 | ||||||||
Less accumulated depreciation and amortization | (1,495,877 | ) | (1,199,029 | ) | |||||
Total property and equipment, net | $ | 903,160 | $ | 1,287,115 |
Note_8_Stockholders_Equity_Tab
Note 8 - Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||
Note 8 - Stockholders' Equity (Tables) [Line Items] | ' | ||||||||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||||||||||||||
Balance at January 1, 2012 | $ | - | |||||||||||||||||||||||||||
Fair value of July 2012 warrants at transaction date | 1,957,720 | ||||||||||||||||||||||||||||
Loss on change in fair value | 170,582 | ||||||||||||||||||||||||||||
Balance at December 31, 2012 | 2,128,302 | ||||||||||||||||||||||||||||
Fair value of January 2013 warrants at transaction date | 3,305,245 | ||||||||||||||||||||||||||||
Gain on change in fair value | (1,685,689 | ) | |||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 3,747,858 | |||||||||||||||||||||||||||
Impact of Conversions to Common Stock [Table Text Block] | ' | ||||||||||||||||||||||||||||
Impact to Balance Sheet | Increase in | ||||||||||||||||||||||||||||
Before | Impact of | After | Common Shares | ||||||||||||||||||||||||||
Conversions | Conversions | Conversions | Outstanding | ||||||||||||||||||||||||||
Impact on assets | |||||||||||||||||||||||||||||
Deferred costs | $ | 799,123 | $ | (799,123 | ) | $ | - | - | |||||||||||||||||||||
Impact on liabilities and equity | |||||||||||||||||||||||||||||
Accrued interest on converted notes | $ | 974,311 | $ | (974,311 | ) | $ | - | 1,092,559 | |||||||||||||||||||||
Summer 2011 Notes, net | 904,397 | (904,397 | ) | - | 2,183,334 | ||||||||||||||||||||||||
March 2010 Notes, net | 4,057,500 | (4,057,500 | ) | - | 4,071,000 | ||||||||||||||||||||||||
2011 Unit Offering Notes, net | 4,367,482 | (4,367,482 | ) | - | 9,050,834 | ||||||||||||||||||||||||
Total impact on liabilities | 10,303,690 | (10,303,690 | ) | - | 16,397,727 | ||||||||||||||||||||||||
Series A convertible preferred stock | 7,965,000 | (7,965,000 | ) | - | 7,965,000 | ||||||||||||||||||||||||
Additional paid-in capital and common stock | - | 19,345,209 | 19,345,209 | - | |||||||||||||||||||||||||
Accumulated deficit | - | (1,875,642 | ) | (1,875,642 | ) | - | |||||||||||||||||||||||
Total impact on equity | 7,965,000 | 9,504,567 | 17,469,567 | 7,965,000 | |||||||||||||||||||||||||
Total impact on liabilities and equity | $ | 18,268,690 | $ | (799,123 | ) | $ | 17,469,567 | 24,362,727 | |||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||||||||||||||
Options | Options | Range of | Weighted- | Intrinsic | |||||||||||||||||||||||||
Outstanding | Exercisable | Exercise Prices | average | Value(1) | |||||||||||||||||||||||||
Exercise | |||||||||||||||||||||||||||||
price per | |||||||||||||||||||||||||||||
share | |||||||||||||||||||||||||||||
Balance at January 1, 2012 | 3,679,977 | $ | 0.88 | - | $ | 9.64 | $ | 2.05 | $ | - | |||||||||||||||||||
Exercisable at January 1, 2012 | 1,501,659 | 0.88 | - | 9.64 | 2.15 | - | |||||||||||||||||||||||
Granted (2) | 3,097,400 | 1 | 2.13 | 1.08 | |||||||||||||||||||||||||
Exercised | (14,000 | ) | 1.8 | - | 9.64 | 1.8 | |||||||||||||||||||||||
Cancelled or forfeited | (331,250 | ) | 1.8 | - | 9.64 | 2.14 | |||||||||||||||||||||||
Outstanding at December 31, 2012 | 6,432,127 | 0.88 | - | 9.64 | 1.58 | 1,846,040 | |||||||||||||||||||||||
Exercisable at December 31, 2012 | 2,386,909 | 0.88 | - | 9.64 | 2.13 | 205,000 | |||||||||||||||||||||||
Granted (2) | 1,219,500 | 1.09 | - | 1.75 | 1.43 | ||||||||||||||||||||||||
Cancelled or forfeited | (221,402 | ) | 1 | - | 9.64 | 4.33 | |||||||||||||||||||||||
Outstanding at December 31, 2013 | 7,430,225 | 0.88 | - | 9.64 | 1.47 | 1,493,368 | |||||||||||||||||||||||
Exercisable at December 31, 2013 | 4,416,292 | 0.88 | - | 9.64 | 1.68 | 566,589 | |||||||||||||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | ' | ||||||||||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||||||||||
Range of | Number | Weighted - | Weighted - | Number | Weighted - | Weighted - | |||||||||||||||||||||||
Exercise Prices | Outstanding | Average | Average | Exercisable | Average | Average | |||||||||||||||||||||||
Remaining | Exercise | Remaining | Exercise | ||||||||||||||||||||||||||
Contractual | Price | Contractual | Price | ||||||||||||||||||||||||||
Life | Life | ||||||||||||||||||||||||||||
$0.88 | - | $1.26 | 3,375,650 | 7.31 | $ | 1.01 | 1,189,384 | 6.36 | $ | 0.97 | |||||||||||||||||||
1.4 | - | 2.13 | 3,948,450 | 8.29 | 1.74 | 3,120,783 | 7.4 | 1.79 | |||||||||||||||||||||
3.2 | - | 9.64 | 106,125 | 4.17 | 6.16 | 106,125 | 4.17 | 6.16 | |||||||||||||||||||||
7,430,225 | 7.79 | 1.47 | 4,416,292 | 7.04 | 1.68 | ||||||||||||||||||||||||
Schedule of Nonvested Share Activity [Table Text Block] | ' | ||||||||||||||||||||||||||||
Nonvested Stock Options | Shares | Weighted - | |||||||||||||||||||||||||||
Average | |||||||||||||||||||||||||||||
Grant Date | |||||||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||||||
Nonvested January 1, 2012 | 2,178,318 | 0.87 | |||||||||||||||||||||||||||
Granted | 3,097,400 | 0.48 | |||||||||||||||||||||||||||
Forfeited | (258,516 | ) | 0.85 | ||||||||||||||||||||||||||
Vested | (971,984 | ) | 1.04 | ||||||||||||||||||||||||||
Nonvested December 31, 2012 | 4,045,218 | 0.56 | |||||||||||||||||||||||||||
Granted | 1,219,500 | 0.63 | |||||||||||||||||||||||||||
Forfeited | (94,833 | ) | 0.76 | ||||||||||||||||||||||||||
Vested | (2,155,952 | ) | 0.58 | ||||||||||||||||||||||||||
Nonvested December 31, 2013 | 3,013,933 | 0.52 | |||||||||||||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
Dividend yield | 0% | 0% | |||||||||||||||||||||||||||
Expected Volatility | 43.40% | to | 46.00% | 45.20% | to | 45.30% | |||||||||||||||||||||||
Risk free Interest rates | 0.92% | to | 2.10% | 0.83% | to | 1.13% | |||||||||||||||||||||||
Expected lives (years) | 5 | - | 6 | 6 | |||||||||||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | ' | ||||||||||||||||||||||||||||
Shares | Weighted - | ||||||||||||||||||||||||||||
Average | |||||||||||||||||||||||||||||
Exercise | |||||||||||||||||||||||||||||
Price | |||||||||||||||||||||||||||||
Outstanding at January 1, 2012 | 1,922,944 | $ | 0.43 | ||||||||||||||||||||||||||
Issued | 7,652,071 | 1.05 | |||||||||||||||||||||||||||
Shares withheld on net settled exercises | (186,347 | ) | 0.7 | ||||||||||||||||||||||||||
Exercised | (624,832 | ) | 0.67 | ||||||||||||||||||||||||||
Outstanding at December 31, 2012 | 8,763,836 | 0.95 | |||||||||||||||||||||||||||
Expired | (41,666 | ) | 1 | ||||||||||||||||||||||||||
Issued | 4,643,842 | 1.75 | |||||||||||||||||||||||||||
Shares withheld on net settled exercises | (101,318 | ) | 0.85 | ||||||||||||||||||||||||||
Exercised | (1,127,829 | ) | 0.08 | ||||||||||||||||||||||||||
Outstanding at December 31, 2013 | 12,136,865 | 1.33 | |||||||||||||||||||||||||||
Private Placements [Member] | ' | ||||||||||||||||||||||||||||
Note 8 - Stockholders' Equity (Tables) [Line Items] | ' | ||||||||||||||||||||||||||||
Assumptions Used in Calculating Fair Value of Warrants Issued [Table Text Block] | ' | ||||||||||||||||||||||||||||
Transaction Date | |||||||||||||||||||||||||||||
December 31, | Jan-13 | Jul-12 | |||||||||||||||||||||||||||
2013 | 2012 | Financing | Financing | ||||||||||||||||||||||||||
Dividend yield | 0% | 0% | 0% | 0% | |||||||||||||||||||||||||
Expected volatility | 40.38% | - | 100.00% | 47.08% | 47.08% | - | 100.00% | 47.64% | |||||||||||||||||||||
Risk free interest rates | 1.01% | - | 1.27% | 0.65% | 0.91% | 0.75% | |||||||||||||||||||||||
Expected remaining term (in years) | 3.51 | to | 4.07 | 4.51 | 5 | 5.00 | |||||||||||||||||||||||
Director [Member] | ' | ||||||||||||||||||||||||||||
Note 8 - Stockholders' Equity (Tables) [Line Items] | ' | ||||||||||||||||||||||||||||
Assumptions Used in Calculating Fair Value of Warrants Issued [Table Text Block] | ' | ||||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||||||||
Dividend yield | 0% | 0% | |||||||||||||||||||||||||||
Expected Volatility | 46.49% | 40.96% | to | 46.88% | |||||||||||||||||||||||||
Risk free Interest rates | 1.38% | 0.19% | to | 0.77% | |||||||||||||||||||||||||
Expected lives (years) | 5 | 1.6 | to | 5 |
Note_9_Income_Taxes_Tables
Note 9 - Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | ||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred income tax assets (liabilities): | |||||||||
Property and equipment | $ | (153,864 | ) | $ | (54,443 | ) | |||
Deferred revenue | 40,564 | 246,740 | |||||||
Accrued expenses | 223,022 | 288,338 | |||||||
Share based compensation related | 1,554,048 | 1,094,927 | |||||||
Other | 208,266 | 546,636 | |||||||
Net operating loss carryforwards | 23,089,111 | 19,816,443 | |||||||
24,961,147 | 21,938,641 | ||||||||
Less valuation allowance | (24,961,147 | ) | (21,938,641 | ) | |||||
$ | - | $ | - |
Note_10_Commitments_Tables
Note 10 - Commitments (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||
Years ending December 31, | |||||
2014 | $ | 140,583 | |||
2015 | 62,638 | ||||
Total minium payments | $ | 203,221 | |||
Schedule of Future Minimum Royalty Payments [Table Text Block] | ' | ||||
Years ending December 31, | |||||
2014 | $ | 124,110 | |||
2015 | 100,000 | ||||
2016 | 105,000 | ||||
2017 | 115,000 | ||||
2018 | 95,000 | ||||
Thereafter | 890,000 | ||||
Total minium payments | $ | 1,429,110 |
NonCash_Transactions_Details
Non-Cash Transactions (Details) (USD $) | 1 Months Ended | 2 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||||
Jan. 31, 2013 | Jul. 31, 2012 | Jun. 30, 2012 | Feb. 29, 2012 | Feb. 29, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Feb. 29, 2012 | Jun. 30, 2012 | Jun. 30, 2012 | Mar. 06, 2013 | Mar. 31, 2013 | |
ClearPoint Reusable Components [Member] | Issued to Placement Agents and Subagents [Member] | Purchase of Software Licenses [Member] | Accounts Payable [Member] | April 2011 Note [Member] | April 2011 Note [Member] | ||||||||
Non-Cash Transactions (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Accrued Interest Added to Principal Balances of Original Notes | ' | ' | ' | $838,601 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Original Debt, Amount | ' | ' | ' | 10,811,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion Original Debt Interest Amount Converted | ' | ' | ' | 974,311 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to Additional Paid in Capital, Other | ' | ' | ' | -405,602 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to Additional Paid in Capital, Warrant Issued | ' | ' | ' | ' | 383,204 | ' | ' | ' | 237,299 | ' | ' | ' | ' |
Debt Instrument, Convertible, Beneficial Conversion Feature | ' | ' | ' | ' | 383,204 | ' | 383,204 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues (in Shares) | 9,201,684 | 5,454,523 | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | ' | ' | ' | ' | ' | 6,499,550 | ' | ' | ' | 1,050,000 | 612,500 | ' | ' |
Deferred Offering Costs | ' | ' | ' | ' | ' | ' | 24,219 | ' | ' | ' | ' | ' | ' |
Transfer from Inventory to Property and Equipment | ' | ' | ' | ' | ' | 143,372 | 339,802 | ' | ' | ' | ' | ' | ' |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | ' | ' | ' | ' | ' | 1,495,877 | 1,199,029 | 115,952 | ' | ' | ' | ' | ' |
Accrued Interest Added to Principal Balance of a Note Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $389,444 | $389,444 |
Note_1_Description_of_the_Busi1
Note 1 - Description of the Business and Liquidity (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2013 | Jul. 31, 2012 | Feb. 29, 2012 | Nov. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2011 | |
Subsequent Event [Member] | Subsequent Event [Member] | Unit Offering Completed in February 2012 [Member] | Unit Offering Completed in February 2012 [Member] | ||||||||
Boston Scientific Notes [Member] | |||||||||||
Note 1 - Description of the Business and Liquidity (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Attributable to Parent | ' | ' | ' | ' | ($7,086,274) | ($5,877,718) | ' | ' | ' | ' | ' |
Retained Earnings (Accumulated Deficit) | ' | ' | ' | ' | -72,752,602 | -65,666,328 | ' | ' | ' | ' | ' |
Net Cash Provided by (Used in) Operating Activities | ' | ' | ' | ' | -7,777,931 | -7,433,816 | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | 9,829,014 | 5,516,495 | ' | ' | 9,829,014 | 5,516,495 | ' | ' | 3,400,000 | ' | ' |
Development Stage Entities, Stock Issued, Value, Issued for Cash | ' | ' | 4,946,560 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance or Sale of Equity | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | 3,424,950 | 1,521,610 |
Notes Payable Cancelled, Principal Amount | ' | ' | ' | ' | ' | ' | ' | 4,338,601 | ' | ' | ' |
Cash and Cash Equivalents, at Carrying Value | ' | ' | ' | ' | $3,516,244 | $1,620,005 | $145,478 | ' | ' | ' | ' |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Customer A [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 28.00% | ' |
Customer B [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 18.40% | ' |
Customer C [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 15.00% | ' |
Over 7.5% of Total Accounts Receivable [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Number of Major Customers | 0 | ' |
Other Customers [Member] | Customer Concentration Risk [Member] | Maximum [Member] | Accounts Receivable [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 7.50% | ' |
Other Customers [Member] | Customer Concentration Risk [Member] | Maximum [Member] | Sales [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 9.00% | ' |
One Customer [Member] | Customer Concentration Risk [Member] | Sales [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Concentration Risk, Percentage | 19.60% | ' |
Development Services [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Revenue, Net (in Dollars) | 284,000 | 531,000 |
Development Services for Other Third Parties [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Revenue, Net (in Dollars) | ' | 10,000 |
Customer Concentration Risk [Member] | Sales [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Number of Major Customers | 1 | ' |
Privately-Held Equity Securities [Member] | Minimum [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Fair Value Inputs, Discount Rate | 22.00% | ' |
Fair Value Inputs, Discount for Lack of Marketability | 15.00% | ' |
Fair Value Inputs, Discount Rate for Lack of Control | 20.00% | ' |
Privately-Held Equity Securities [Member] | Maximum [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Fair Value Inputs, Discount Rate | 35.00% | ' |
Fair Value Inputs, Discount for Lack of Marketability | 35.00% | ' |
Fair Value Inputs, Discount Rate for Lack of Control | 30.00% | ' |
Minimum [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Property, Plant and Equipment, Useful Life | '5 years | ' |
Term of Service Agreements | '1 year | ' |
Maximum [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' |
Property, Plant and Equipment, Useful Life | '7 years | ' |
Term of Service Agreements | '3 years | ' |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies (Details) - Carrying Values and Estimated Fair Values of Outstanding Notes (USD $) | Dec. 31, 2013 |
Related Party BSC Convertible Notes Payable [Member] | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Carrying Values and Estimated Fair Values of Outstanding Notes [Line Items] | ' |
Carrying Value | $4,338,601 |
Estimated Fair Value | 4,000,842 |
Convertible Note Payable [Member] | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Carrying Values and Estimated Fair Values of Outstanding Notes [Line Items] | ' |
Carrying Value | 3,852,183 |
Estimated Fair Value | 3,852,183 |
Junior Secured Notes Payable [Member] | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Carrying Values and Estimated Fair Values of Outstanding Notes [Line Items] | ' |
Carrying Value | 232,405 |
Estimated Fair Value | $2,095,610 |
Note_2_Summary_of_Significant_4
Note 2 - Summary of Significant Accounting Policies (Details) - Financial Assets and Liabilities at Fair Value on a Recurring Basis (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Financial Assets and Liabilities at Fair Value on a Recurring Basis [Line Items] | ' | ' |
Derivative liability | $3,747,858 | $2,128,302 |
Warrant [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Financial Assets and Liabilities at Fair Value on a Recurring Basis [Line Items] | ' | ' |
Derivative liability | 3,747,858 | 2,128,302 |
Conversion Option [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Financial Assets and Liabilities at Fair Value on a Recurring Basis [Line Items] | ' | ' |
Derivative liability | ' | 789 |
Conversion Option [Member] | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Financial Assets and Liabilities at Fair Value on a Recurring Basis [Line Items] | ' | ' |
Derivative liability | ' | $789 |
Note_2_Summary_of_Significant_5
Note 2 - Summary of Significant Accounting Policies (Details) - Anti-dilutive Securities | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities | 20,109,415 | 19,650,325 |
Employee Stock Option [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities | 7,430,225 | 6,432,127 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities | 12,136,865 | 8,763,836 |
Convertible Debt Securities [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive securities | 542,325 | 4,454,362 |
Note_3_Inventory_Details_Inven
Note 3 - Inventory (Details) - Inventory (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory [Abstract] | ' | ' |
Work in process | $673,860 | $494,290 |
Software license inventory | 385,000 | 344,500 |
Finished goods | 418,301 | 60,912 |
Inventory included in current assets | 1,477,161 | 899,702 |
Software license inventory | 927,500 | 1,137,500 |
$2,404,661 | $2,037,202 |
Note_4_Property_and_Equipment_1
Note 4 - Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation, Depletion and Amortization, Nonproduction | $400,516 | $398,970 |
Note_4_Property_and_Equipment_2
Note 4 - Property and Equipment (Details) - Property and Equipment (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $2,399,037 | $2,486,144 |
Less accumulated depreciation and amortization | -1,495,877 | -1,199,029 |
Total property and equipment, net | 903,160 | 1,287,115 |
Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 1,081,056 | 1,044,969 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 106,054 | 105,376 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 157,236 | 157,236 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 134,285 | 114,786 |
Loaned Systems [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $920,406 | $1,063,777 |
Note_5_Related_Party_License_A1
Note 5 - Related Party License Agreements (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2008 | |
BSC Neuro Agreement [Member] | BSC Cardiac Agreement [Member] | BSC Cardiac Agreement [Member] | |||
Note 5 - Related Party License Agreements (Details) [Line Items] | ' | ' | ' | ' | ' |
Revenue from Related Parties | $650,000 | $3,346,374 | $746,000 | ' | $13,000,000 |
Related Party Transaction, Deferred Revenue Recognition Period | ' | ' | ' | '5 years | ' |
Note_6_Related_Party_Notes_Pay1
Note 6 - Related Party Notes Payable (Details) (USD $) | Feb. 02, 2012 | Nov. 30, 2010 | Feb. 29, 2012 | Feb. 29, 2012 | Feb. 29, 2012 | Dec. 31, 2012 | Dec. 31, 2009 | Feb. 02, 2012 |
If Converted Prior to Maturity Date or Consumption of Qualified IPO [Member] | If Converted In Context Other than Qualified Financing [Member] | Related Party BSC Convertible Notes Payable [Member] | Related Party BSC Convertible Notes Payable [Member] | Related Party BSC Convertible Notes Payable [Member] | Related Party BSC Convertible Notes Payable [Member] | |||
Related Party BSC Convertible Notes Payable [Member] | Related Party BSC Convertible Notes Payable [Member] | |||||||
Note 6 - Related Party Notes Payable (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Related Party Debt | ' | ' | ' | ' | ' | ' | $3,500,000 | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | 3.50% | ' | ' | ' | ' | 10.00% | 0.00% |
Related Party Convertible Notes Payable, Extension Period | ' | ' | ' | ' | '3 years | ' | ' | ' |
Interest Expense, Related Party | ' | ' | ' | ' | ' | 39,499 | ' | ' |
4,338,601 | ' | ' | ' | ' | ' | ' | ' | |
Threshold Amount of Qualified Initial Public Offering | 20,000,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Ratio | ' | ' | 1 | 1 | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | $8 |
Derivative Liability | ' | ' | ' | ' | ' | $789 | ' | ' |
Note_7_Other_Notes_Payable_Det
Note 7 - Other Notes Payable (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Nov. 30, 2010 | Nov. 30, 2010 | Mar. 06, 2013 | Mar. 31, 2013 | Apr. 30, 2011 | Dec. 31, 2013 | |
Officer [Member] | Director [Member] | April 2011 Note [Member] | April 2011 Note [Member] | April 2011 Note [Member] | The 2011 Junior Secured Convertible Note [Member] | |||||
Note 7 - Other Notes Payable (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | $3,000,000 | ' | ' | ' | ' | ' | $4,289,444 | ' | $2,000,000 | ' |
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ' | ' | ' | ' | ' | 5.50% | ' | 10.00% | ' |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.60 | ' |
Accrued Interest Added to Principal Balance of a Note Payable | ' | ' | ' | ' | ' | ' | 389,444 | 389,444 | ' | ' |
Increase in Principal Balance of Note Payable | ' | ' | ' | ' | ' | ' | 1,900,000 | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | ' | ' | ' | ' | ' | ' | 3,745,621 | ' | ' | ' |
Other Nonoperating Expense | ' | 1,356,177 | ' | ' | ' | ' | ' | ' | ' | 1,356,177 |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | 543,823 | ' | ' | ' | ' | ' | ' |
Units Issued During Period (in Shares) | 10,714,286 | ' | ' | ' | 882,726 | 567,203 | ' | ' | ' | ' |
Proceeds from Issuance or Sale of Equity | 3,000,000 | ' | ' | ' | 247,164 | 158,816 | ' | ' | ' | ' |
Units, Shares of Common Stock Per Unit (in Dollars per share) | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Conversion of Units (in Shares) | 10,714,286 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Conversion of Units | 2,775,300 | ' | 3,558,775 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | $2,775,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_8_Stockholders_Equity_Det
Note 8 - Stockholders' Equity (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 5 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 2 Months Ended | 5 Months Ended | |||||||||||||||||||||||||
Dec. 05, 2013 | Jan. 31, 2013 | Jul. 31, 2012 | Jun. 30, 2012 | Feb. 29, 2012 | Nov. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 10, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Jan. 31, 2013 | Jul. 31, 2012 | Jul. 31, 2012 | 31-May-12 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 31, 2013 | Jul. 31, 2012 | Feb. 29, 2012 | Dec. 31, 2006 | Dec. 15, 2011 | Dec. 31, 2013 | Feb. 29, 2012 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Feb. 27, 2012 | Feb. 27, 2012 | Feb. 27, 2012 | Dec. 31, 2011 | Feb. 27, 2012 | Mar. 31, 2010 | Oct. 31, 2011 | Feb. 27, 2012 | Feb. 27, 2012 | |||
Exercise Price of $1.75 [Member] | Issued to Sub-Placement Agents [Member] | Issued to Sub-Placement Agents [Member] | Jan 2013 Financing Transaction [Member] | Issued to Two Non-Employee Directors [Member] | Issued to Third Parties [Member] | Service Provider [Member] | Service Provider [Member] | Service Provider [Member] | Investment from Non-employee Directors [Member] | Investment from Non-employee Directors [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | The 2012 Plan [Member] | The 2012 Plan [Member] | The 2013 Plan [Member] | The 2013 Plan [Member] | The Director Plan [Member] | Unamortized Discount [Member] | Unamortized Deferred Offering Costs [Member] | Summer 2011 Notes [Member] | Summer 2011 Notes [Member] | March 2010 Notes [Member] | March 2010 Notes [Member] | The 2011 Unit Offering Note [Member] | The 2011 Unit Offering Note [Member] | The 2011 Unit Offering Note [Member] | |||||||||||||
Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | The 2011 Unit Offering Note [Member] | The 2011 Unit Offering Note [Member] | |||||||||||||||||||||||||||||||||||||
Note 8 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | ' | 1.2 | 1.1 | ' | ' | ' | 1.33 | 0.95 | ' | 0.43 | ' | ' | ' | ' | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.6 | 0.6 | ||
Stock Issued During Period, Shares, New Issues | ' | 9,201,684 | 5,454,523 | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Warrants Issued During Period | ' | 4,600,842 | 2,727,274 | ' | ' | ' | 4,643,842 | 7,652,071 | ' | ' | ' | ' | 409,093 | ' | 1,250,000 | 421,666 | ' | ' | 43,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 941,288 | 2,715,250 | ||
Gross Proceeds from Issuance of Private Placement (in Dollars) | ' | $11,042,021 | $6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Proceeds from Issuance of Private Placement (in Dollars) | ' | 9,829,014 | 5,516,495 | ' | ' | ' | 9,829,014 | 5,516,495 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 402,000 | 269,980 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Term of Warrants | ' | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ||
Warrants Issued During Period, Weighted Average Exercise Price (in Dollars per share) | ' | $1.75 | $1.45 | ' | ' | ' | $1.75 | $1.05 | ' | ' | ' | ' | $1.10 | ' | ' | ' | ' | ' | $1.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.75 | ' | ' | ||
Percentage of Volatility Obtained from HVT Function on Bloomberg | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Risk-free Interest Rate Term | ' | '24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Payments for Commissions (in Dollars) | ' | 1,104,202 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Payments of Stock Issuance Costs (in Dollars) | ' | ' | 480,000 | ' | ' | ' | ' | ' | ' | ' | ' | 133,024 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Warrants Issued During Period, Exercise Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.41 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Preferred Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,965,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Convertible Preferred Stock, Number of Preferred Shares Converted into One Common Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,965,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Preferred Stock, Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Debt Instrument, Face Amount (in Dollars) | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,310,000 | ' | 4,071,000 | 100,000 | ' | ' | ||
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | 10.00% | 10.00% | ' | ' | ||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.60 | ' | $1 | ' | $0.60 | $0.60 | ||
Debt Conversion, Original Debt, Amount (in Dollars) | ' | ' | ' | ' | 10,811,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,425,865 | ' | 4,868,017 | ' | ' | ' | 5,491,929 | ||
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,376,447 | ' | 4,868,041 | ' | ' | ' | 9,153,239 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000 | ' | ' | ||
Debt Instrument, Maturity | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ||
Number of Unit Offering Notes Sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38.055 | 54.305 | ||
Aggregate Principal Amount of Unit Offering Notes Sold (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,430,500 | ||
Placement Agent Cash Fee as Percentage of Gross Proceeds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ||
Warrants Not Settleable in Cash, Fair Value Disclosure (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 237,299 | 237,299 | ||
Deferred Offering Costs (in Dollars) | ' | ' | ' | ' | ' | ' | ' | 24,219 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 237,299 | 237,299 | ||
Interest Expense (in Dollars) | ' | ' | ' | ' | ' | ' | 499,839 | 2,594,807 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,063,018 | 785,239 | ' | ' | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | 1,250,000 | 570,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | ' | ' | ' | ' | ' | ' | 7,430,225 | 6,432,127 | ' | 3,679,977 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,916,650 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 949,500 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | ' | ' | ' | 1,219,500 | [1] | 3,097,400 | [1] | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | $1.43 | [1] | $1.08 | [1] | ' | ' | $1.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | ' | ' | ' | ' | ' | ' | $0.63 | $0.48 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | ' | ' | ' | ' | ' | ' | 1,160,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Warrants Issued During Period, Value (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 514,250 | 349,003 | ' | ' | 14,805 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Allocated Share-based Compensation Expense (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,805 | 863,253 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Treasury Stock, Shares, Retired | 325,830 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Treasury Stock, Retired, Cost Method, Amount (in Dollars) | $1,679,234 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
[1] | All options granted during the years ended December 31, 2012 and 2013 were granted with exercise prices which were deemed to be the fair market value of the Company's stock on the date of grant, except for 200,000 options granted in December 2013 that have an exercise price of $1.75, which was deemed to be above market. |
Note_8_Stockholders_Equity_Det1
Note 8 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Private Placement | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2013 | Jul. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Note 8 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Private Placement [Line Items] | ' | ' | ' | ' |
Expected volatility | ' | 47.64% | 46.49% | 47.08% |
Risk free interest rates | 0.91% | 0.75% | 1.38% | 0.65% |
Expected remaining term (in years) | '5 years | '5 years | '5 years | '4 years 186 days |
Private Placements [Member] | Derivative Financial Instruments, Liabilities [Member] | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Private Placement [Line Items] | ' | ' | ' | ' |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Private Placement [Line Items] | ' | ' | ' | ' |
Expected volatility | 47.08% | ' | 40.38% | 40.96% |
Risk free interest rates | ' | ' | 1.01% | 0.19% |
Expected remaining term (in years) | ' | ' | '3 years 186 days | '1 year 219 days |
Maximum [Member] | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Private Placement [Line Items] | ' | ' | ' | ' |
Expected volatility | 100.00% | ' | 100.00% | 46.88% |
Risk free interest rates | ' | ' | 1.27% | 0.77% |
Expected remaining term (in years) | ' | ' | '4 years 25 days | '5 years |
Note_8_Stockholders_Equity_Det2
Note 8 - Stockholders' Equity (Details) - Changes in Fair Values of the Warrants (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Note 8 - Stockholders' Equity (Details) - Changes in Fair Values of the Warrants [Line Items] | ' | ' | ' |
Balance at | $3,747,858 | $2,129,091 | ' |
Gain (loss) on change in fair value | -1,686,478 | 171,371 | ' |
Warrant [Member] | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) - Changes in Fair Values of the Warrants [Line Items] | ' | ' | ' |
Balance at | 3,747,858 | 2,128,302 | ' |
Fair value of warrants | 3,305,245 | ' | 1,957,720 |
Gain (loss) on change in fair value | ($1,685,689) | $170,582 | ' |
Note_8_Stockholders_Equity_Det3
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Increase In Common Shares Outstanding (in Shares) | 16,397,727 |
Increase In Common Shares Outstanding (in Shares) | 7,965,000 |
Total impact on liabilities and equity (in Shares) | 24,362,727 |
Before Conversions [Member] | Accrued Interest On Converted Notes [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | 974,311 |
Before Conversions [Member] | Summer 2011 Notes, Net [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | 904,397 |
Before Conversions [Member] | March 2010 Notes, Net [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | 4,057,500 |
Before Conversions [Member] | 2011 Unit Offering Notes, Net [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | 4,367,482 |
Before Conversions [Member] | Series A Convertible Preferred Stock [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | 7,965,000 |
Before Conversions [Member] | Deferred Costs [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Deferred costs | 799,123 |
Before Conversions [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | 10,303,690 |
Impact to Balance Sheet | 7,965,000 |
Total impact on liabilities and equity | 18,268,690 |
Impact of Conversions [Member] | Accrued Interest On Converted Notes [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | -974,311 |
Impact of Conversions [Member] | Summer 2011 Notes, Net [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | -904,397 |
Impact of Conversions [Member] | March 2010 Notes, Net [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | -4,057,500 |
Impact of Conversions [Member] | 2011 Unit Offering Notes, Net [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | -4,367,482 |
Impact of Conversions [Member] | Series A Convertible Preferred Stock [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | -7,965,000 |
Impact of Conversions [Member] | Additional Paid-In Capital and Common Stock [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | 19,345,209 |
Impact of Conversions [Member] | Accumulated Deficit [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | -1,875,642 |
Impact of Conversions [Member] | Deferred Costs [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Deferred costs | -799,123 |
Impact of Conversions [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | -10,303,690 |
Impact to Balance Sheet | 9,504,567 |
Total impact on liabilities and equity | -799,123 |
After Conversions [Member] | Additional Paid-In Capital and Common Stock [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | 19,345,209 |
After Conversions [Member] | Accumulated Deficit [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | -1,875,642 |
After Conversions [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Impact to Balance Sheet | 17,469,567 |
Total impact on liabilities and equity | 17,469,567 |
Accrued Interest On Converted Notes [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Increase In Common Shares Outstanding (in Shares) | 1,092,559 |
Summer 2011 Notes, Net [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Increase In Common Shares Outstanding (in Shares) | 2,183,334 |
March 2010 Notes, Net [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Increase In Common Shares Outstanding (in Shares) | 4,071,000 |
2011 Unit Offering Notes, Net [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Increase In Common Shares Outstanding (in Shares) | 9,050,834 |
Series A Convertible Preferred Stock [Member] | ' |
Note 8 - Stockholders' Equity (Details) - Impact to Balance Sheet and to Shares Outstanding of Conversions to Common Stock [Line Items] | ' |
Increase In Common Shares Outstanding (in Shares) | 7,965,000 |
Note_8_Stockholders_Equity_Det4
Note 8 - Stockholders' Equity (Details) - Stock Options (USD $) | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Note 8 - Stockholders' Equity (Details) - Stock Options [Line Items] | ' | ' | ' | |||
Outstanding (in Shares) | 7,430,225 | 6,432,127 | 3,679,977 | |||
Outstanding | $1.47 | $1.58 | $2.05 | |||
Outstanding (in Dollars) | $1,493,368 | [1] | $1,846,040 | [1] | ' | [1] |
Exercisable (in Shares) | 4,416,292 | 2,386,909 | 1,501,659 | |||
Exercisable | $1.68 | $2.13 | $2.15 | |||
Exercisable (in Dollars) | $566,589 | [1] | $205,000 | [1] | ' | |
Granted (in Shares) | 1,219,500 | [2] | 3,097,400 | [2] | ' | |
Granted | $1.43 | [2] | $1.08 | [2] | ' | |
Exercised (in Shares) | ' | -14,000 | ' | |||
Exercised | ' | $1.80 | ' | |||
Cancelled or forfeited (in Shares) | -221,402 | -331,250 | ' | |||
Cancelled or forfeited | $4.33 | $2.14 | ' | |||
Minimum [Member] | ' | ' | ' | |||
Note 8 - Stockholders' Equity (Details) - Stock Options [Line Items] | ' | ' | ' | |||
Outstanding | $0.88 | $0.88 | $0.88 | |||
Exercisable | $0.88 | $0.88 | $0.88 | |||
Granted | $1.09 | [2] | $1 | [2] | ' | |
Exercised | ' | $1.80 | ' | |||
Cancelled or forfeited | $1 | $1.80 | ' | |||
Maximum [Member] | ' | ' | ' | |||
Note 8 - Stockholders' Equity (Details) - Stock Options [Line Items] | ' | ' | ' | |||
Outstanding | $9.64 | $9.64 | $9.64 | |||
Exercisable | $9.64 | $9.64 | $9.64 | |||
Granted | $1.75 | [2] | $2.13 | [2] | ' | |
Exercised | ' | $9.64 | ' | |||
Cancelled or forfeited | $9.64 | $9.64 | ' | |||
[1] | Intrinsic value is calculated as the estimated fair value of the Company's stock at the end of the related period less the option exercise price of in-the-money options. | |||||
[2] | All options granted during the years ended December 31, 2012 and 2013 were granted with exercise prices which were deemed to be the fair market value of the Company's stock on the date of grant, except for 200,000 options granted in December 2013 that have an exercise price of $1.75, which was deemed to be above market. |
Note_8_Stockholders_Equity_Det5
Note 8 - Stockholders' Equity (Details) - Summary of Stock Options (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Options Outstanding - Number Outstanding (in Shares) | 7,430,225 |
Options Outstanding - Weighted-Average Remaining Contractual Life | '7 years 288 days |
Options Outstanding - Weighted-Average Exercise Price | $1.47 |
Options Exercisable - Number Exercisable (in Shares) | 4,416,292 |
Options Exercisable - Weighted-Average Remaining Contractual Life | '7 years 14 days |
Options Exercisable - Weighted-Average Exercise Price | $1.68 |
Range 1 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices, Lower Range | $0.88 |
Range of Exercise Prices, Upper Range | $1.26 |
Options Outstanding - Number Outstanding (in Shares) | 3,375,650 |
Options Outstanding - Weighted-Average Remaining Contractual Life | '7 years 113 days |
Options Outstanding - Weighted-Average Exercise Price | $1.01 |
Options Exercisable - Number Exercisable (in Shares) | 1,189,384 |
Options Exercisable - Weighted-Average Remaining Contractual Life | '6 years 131 days |
Options Exercisable - Weighted-Average Exercise Price | $0.97 |
Range 2 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices, Lower Range | $1.40 |
Range of Exercise Prices, Upper Range | $2.13 |
Options Outstanding - Number Outstanding (in Shares) | 3,948,450 |
Options Outstanding - Weighted-Average Remaining Contractual Life | '8 years 105 days |
Options Outstanding - Weighted-Average Exercise Price | $1.74 |
Options Exercisable - Number Exercisable (in Shares) | 3,120,783 |
Options Exercisable - Weighted-Average Remaining Contractual Life | '7 years 146 days |
Options Exercisable - Weighted-Average Exercise Price | $1.79 |
Range 3 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Prices, Lower Range | $3.20 |
Range of Exercise Prices, Upper Range | $9.64 |
Options Outstanding - Number Outstanding (in Shares) | 106,125 |
Options Outstanding - Weighted-Average Remaining Contractual Life | '4 years 62 days |
Options Outstanding - Weighted-Average Exercise Price | $6.16 |
Options Exercisable - Number Exercisable (in Shares) | 106,125 |
Options Exercisable - Weighted-Average Remaining Contractual Life | '4 years 62 days |
Options Exercisable - Weighted-Average Exercise Price | $6.16 |
Note_8_Stockholders_Equity_Det6
Note 8 - Stockholders' Equity (Details) - Nonvested Stock Options (USD $) | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Nonvested Stock Options [Abstract] | ' | ' | ' | ||
Shares Nonvested | 3,013,933 | 4,045,218 | 2,178,318 | ||
Weighted-Average Grant Date Fair Value - Nonvested | $0.52 | $0.56 | $0.87 | ||
Shares Granted | 1,219,500 | [1] | 3,097,400 | [1] | ' |
Weighted-Average Grant Date Fair Value - Granted | $0.63 | $0.48 | ' | ||
Shares Forfeited | -94,833 | -258,516 | ' | ||
Weighted-Average Grant Date Fair Value - Forfeited | $0.76 | $0.85 | ' | ||
Shares Vested | -2,155,952 | -971,984 | ' | ||
Weighted-Average Grant Date Fair Value - Vested | $0.58 | $1.04 | ' | ||
[1] | All options granted during the years ended December 31, 2012 and 2013 were granted with exercise prices which were deemed to be the fair market value of the Company's stock on the date of grant, except for 200,000 options granted in December 2013 that have an exercise price of $1.75, which was deemed to be above market. |
Note_8_Stockholders_Equity_Det7
Note 8 - Stockholders' Equity (Details) - Stock Options Valuation Assumptions | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Note 8 - Stockholders' Equity (Details) - Stock Options Valuation Assumptions [Line Items] | ' | ' |
Dividend yield | 0.00% | 0.00% |
Expected lives (years) | ' | '6 years |
Minimum [Member] | ' | ' |
Note 8 - Stockholders' Equity (Details) - Stock Options Valuation Assumptions [Line Items] | ' | ' |
Expected Volatility | 43.40% | 45.20% |
Risk free Interest rates | 0.92% | 0.83% |
Expected lives (years) | '5 years | ' |
Maximum [Member] | ' | ' |
Note 8 - Stockholders' Equity (Details) - Stock Options Valuation Assumptions [Line Items] | ' | ' |
Expected Volatility | 46.00% | 45.30% |
Risk free Interest rates | 2.10% | 1.13% |
Expected lives (years) | '6 years | ' |
Note_8_Stockholders_Equity_Det8
Note 8 - Stockholders' Equity (Details) - Common Stock Warrants (USD $) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2013 | Jul. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Common Stock Warrants [Abstract] | ' | ' | ' | ' | ' |
Outstanding | ' | ' | 12,136,865 | 8,763,836 | 1,922,944 |
Outstanding (in Dollars per Item) | 1.2 | 1.1 | 1.33 | 0.95 | 0.43 |
Expired | ' | ' | -41,666 | ' | ' |
Expired (in Dollars per share) | ' | ' | $1 | ' | ' |
Issued | 4,600,842 | 2,727,274 | 4,643,842 | 7,652,071 | ' |
Issued (in Dollars per share) | $1.75 | $1.45 | $1.75 | $1.05 | ' |
Shares withheld on net settled exercises | ' | ' | -101,318 | -186,347 | ' |
Shares withheld on net settled exercises (in Dollars per share) | ' | ' | $0.85 | $0.70 | ' |
Exercised | ' | ' | -1,127,829 | -624,832 | ' |
Exercised (in Dollars per share) | ' | ' | $0.08 | $0.67 | ' |
Note_8_Stockholders_Equity_Det9
Note 8 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Directors | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2013 | Jul. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Note 8 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Directors [Line Items] | ' | ' | ' | ' |
Expected Volatility | ' | 47.64% | 46.49% | 47.08% |
Risk free Interest rates | 0.91% | 0.75% | 1.38% | 0.65% |
Expected lives (years) | '5 years | '5 years | '5 years | '4 years 186 days |
Director [Member] | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Directors [Line Items] | ' | ' | ' | ' |
Dividend yield | ' | ' | 0.00% | 0.00% |
Minimum [Member] | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Directors [Line Items] | ' | ' | ' | ' |
Expected Volatility | 47.08% | ' | 40.38% | 40.96% |
Risk free Interest rates | ' | ' | 1.01% | 0.19% |
Expected lives (years) | ' | ' | '3 years 186 days | '1 year 219 days |
Maximum [Member] | ' | ' | ' | ' |
Note 8 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Directors [Line Items] | ' | ' | ' | ' |
Expected Volatility | 100.00% | ' | 100.00% | 46.88% |
Risk free Interest rates | ' | ' | 1.27% | 0.77% |
Expected lives (years) | ' | ' | '4 years 25 days | '5 years |
Note_9_Income_Taxes_Details
Note 9 - Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Income Tax Expense (Benefit) | $0 | $0 |
Deferred Tax Assets, Valuation Allowance Recorded, Percent | 100.00% | ' |
Operating Loss Carryforwards | $60,000,000 | ' |
Note_9_Income_Taxes_Details_De
Note 9 - Income Taxes (Details) - Deferred Income Taxes (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred income tax assets (liabilities): | ' | ' |
Property and equipment | ($153,864) | ($54,443) |
Deferred revenue | 40,564 | 246,740 |
Accrued expenses | 223,022 | 288,338 |
Share based compensation related | 1,554,048 | 1,094,927 |
Other | 208,266 | 546,636 |
Net operating loss carryforwards | 23,089,111 | 19,816,443 |
24,961,147 | 21,938,641 | |
Less valuation allowance | ($24,961,147) | ($21,938,641) |
Note_10_Commitments_Details
Note 10 - Commitments (Details) (USD $) | 6 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2009 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Jun. 30, 2010 | |
Co-Development Agreement [Member] | Co-Development Agreement [Member] | Shared Research Agreements [Member] | Master Services and Software License Agreement [Member] | Master Services and Software License Agreement [Member] | Master Services and Software License Agreement [Member] | Cardiac EP Business Participation Plan [Member] | Cardiac EP Business Participation Plan [Member] | ||||
Paid [Member] | Previous Purchase [Member] | Additional Purchase [Member] | |||||||||
Note 10 - Commitments (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense | ' | $149,000 | $145,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual Obligation | ' | ' | ' | 1,373,889 | 2,476,000 | 274,000 | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Purchase of Assets (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' |
License Costs | ' | ' | ' | ' | ' | ' | 612,500 | 87,500 | ' | ' | ' |
Purchase Commitment, Remaining Minimum Amount Committed | ' | ' | ' | ' | ' | ' | ' | ' | 962,500 | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.10% | 6.60% |
Bonus Payment to Each Participant in Key Personnel Incentive Program upon a Sale Transaction | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incentive Bonus Payment to One of the Participants as a Percentage of Net Proceeds from the Sale Transaction | ' | 1.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Proceeds from the Sale Transaction, Threshold Amount | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum Additional Incentive Bonus Payment to One Participant | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Operating Income (Expense), Net | $882,537 | ' | $882,537 | ' | ' | ' | ' | ' | ' | ' | ' |
Note_10_Commitments_Details_Fu
Note 10 - Commitments (Details) - Future Minimum Lease Payments under Non-cancellable Operating Leases (USD $) | Dec. 31, 2013 |
Future Minimum Lease Payments under Non-cancellable Operating Leases [Abstract] | ' |
2014 | $140,583 |
2015 | 62,638 |
Total minium payments | $203,221 |
Note_10_Commitments_Details_Mi
Note 10 - Commitments (Details) - Minimum Royalty Payments (USD $) | Dec. 31, 2013 |
Minimum Royalty Payments [Abstract] | ' |
2014 | $124,110 |
2015 | 100,000 |
2016 | 105,000 |
2017 | 115,000 |
2018 | 95,000 |
Thereafter | 890,000 |
Total minium payments | $1,429,110 |
Note_11_Legal_Proceeding_Detai
Note 11 - Legal Proceeding (Details) (USD $) | 1 Months Ended |
Jun. 30, 2013 | |
Disclosure Text Block Supplement [Abstract] | ' |
Loss Contingency, Damages Sought, Value | $480,000 |
Loss Contingency Number of Warrants to Purchase Shares | 460,338 |
Note_12_Subsequent_Events_Deta
Note 12 - Subsequent Events (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||
Jan. 31, 2013 | Jul. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Nov. 30, 2010 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jan. 31, 2013 | Jul. 31, 2012 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Investment from Non-employee Directors [Member] | Investment from Non-employee Directors [Member] | |||||||
The 2014 Notes Offering [Member] | Issued to Placement Agents and Subagents [Member] | Investment from Non-employee Directors [Member] | Boston Scientific Notes [Member] | The 2014 Notes Offering [Member] | Transferred Intellectual Property [Member] | ||||||||||
Note 12 - Subsequent Events (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of Intangible Assets, Sale Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,338,601 | ' | ' | ' |
Notes Payable Cancelled, Principal Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,338,601 | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.3 | ' | ' | ' | ' |
Proceeds from Secured Notes Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,625,000 | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | ' | ' | ' | ' | ' | ' | 1,087,500 | 69,750 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | 9,829,014 | 5,516,495 | 9,829,014 | 5,516,495 | ' | ' | ' | ' | 1,100,000 | ' | 3,625,000 | ' | 3,400,000 | 402,000 | 269,980 |
Debt Issuance Cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80,000 | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 1.2 | 1.1 | 1.33 | 0.95 | 0.43 | ' | ' | ' | ' | ' | 1.75 | ' | ' | ' | ' |
Payments for Commissions | $1,104,202 | ' | ' | ' | ' | ' | ' | $139,500 | ' | ' | ' | ' | ' | ' | ' |