Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 11, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'MRI INTERVENTIONS, INC. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 58,986,797 |
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 | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets: | ' | ' |
Cash and cash equivalents | $1,894,681 | $3,516,244 |
Accounts receivable | 548,766 | 770,352 |
Inventory, net | 2,255,839 | 1,477,161 |
Prepaid expenses and other current assets | 48,092 | 174,870 |
Total current assets | 4,747,378 | 5,938,627 |
Property and equipment, net | 559,380 | 903,160 |
Software license inventory | 892,500 | 927,500 |
Other assets | 305,735 | 103,783 |
Total assets | 6,504,993 | 7,873,070 |
Current liabilities: | ' | ' |
Accounts payable | 1,436,386 | 1,376,627 |
Accrued compensation | 313,570 | 210,359 |
Other accrued liabilities | 1,023,035 | 310,317 |
Derivative liabilites | 3,169,679 | 3,747,858 |
Deferred product and service revenues | 94,063 | 106,859 |
Related party convertible notes payable | ' | 4,338,601 |
Total current liabilities | 6,036,733 | 10,090,621 |
Other accrued liabilities | 789,976 | 531,830 |
Note payable, net of unamortized discount of $314,511 and $437,261 at September 30, 2014 and December 31, 2013, respectively | 3,974,933 | 3,852,183 |
Total liabilities | 14,432,160 | 14,707,039 |
Commitments and contingencies (Notes 5, 6, 7, 8 and 9) | ' | ' |
Stockholders' deficit: | ' | ' |
Common stock, $0.01 par value; 100,000,000 shares authorized; 58,986,797 shares issued and outstanding at September 30, 2014; and 58,536,972 issued and outstanding, at December 31, 2013 | 589,867 | 585,369 |
Additional paid-in capital | 66,845,488 | 65,333,264 |
Accumulated deficit | -75,362,522 | -72,752,602 |
Total stockholders' deficit | -7,927,167 | -6,833,969 |
Total liabilities and stockholders' deficit | 6,504,993 | 7,873,070 |
2010 Junior Secured Notes Payable [Member] | ' | ' |
Current liabilities: | ' | ' |
Junior secured notes payable | 288,204 | 232,405 |
2014 Junior Secured Notes Payable [Member] | ' | ' |
Current liabilities: | ' | ' |
Junior secured notes payable | $3,342,314 | ' |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 58,986,797 | 58,536,972 |
Common stock, shares outstanding | 58,986,797 | 58,536,972 |
Note Payable Net [Member] | ' | ' |
Unamortized discount | $314,511 | $437,261 |
2010 Junior Secured Notes Payable [Member] | ' | ' |
Unamortized discount | 2,711,796 | 2,767,595 |
2014 Junior Secured Notes Payable [Member] | ' | ' |
Unamortized discount | $382,686 | $0 |
Junior secured notes payable, interest rate | 12.00% | 0.00% |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues: | ' | ' | ' | ' |
Product revenues | $588,343 | $850,027 | $2,456,171 | $1,807,653 |
Development service revenues | ' | 49,052 | 103,846 | 268,114 |
Other service revenues | 44,861 | 28,378 | 84,623 | 28,378 |
Related party license revenues | ' | ' | ' | 650,000 |
Total revenues | 633,204 | 927,457 | 2,644,640 | 2,754,145 |
Cost of product revenues | 315,852 | 365,497 | 1,243,472 | 887,605 |
Research and development costs | 873,366 | 725,304 | 2,589,410 | 2,238,574 |
Selling, general, and administrative expenses | 2,062,309 | 1,697,876 | 5,792,241 | 5,034,514 |
Gain on sale of intellectual property | ' | ' | -4,338,601 | ' |
Operating loss | -2,618,323 | -1,861,220 | -2,641,882 | -5,406,548 |
Other income (expense): | ' | ' | ' | ' |
Gain (loss) on change in fair value of deriviative liabilities | -781,157 | -1,250,857 | 578,179 | 1,328,112 |
Loss on note payable modification | ' | ' | ' | -1,356,177 |
Other income, net | 38,237 | 39,160 | 167,614 | 406,548 |
Interest income | 2,804 | 5,798 | 10,055 | 20,688 |
Interest expense | -288,783 | -127,693 | -723,886 | -363,115 |
Net loss | ($3,647,222) | ($3,194,812) | ($2,609,920) | ($5,370,492) |
Net loss per share attributable to common stockholders: | ' | ' | ' | ' |
Basic and diluted (in Dollars per share) | ($0.06) | ($0.05) | ($0.04) | ($0.09) |
Weighted average shares outstanding: | ' | ' | ' | ' |
Basic and diluted (in Shares) | 58,957,191 | 58,254,039 | 58,864,305 | 56,845,732 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($2,609,920) | ($5,370,492) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ' | ' |
Depreciation and license amortization | 294,639 | 346,183 |
Share-based compensation | 555,909 | 1,003,028 |
Expenses paid through the issuance of common stock | 374,546 | 101,683 |
Gain on change in fair value of derivative liabilities | -578,179 | -1,328,112 |
Gain on negotiated reductions in account payable | -70,000 | -382,263 |
Gain on sale of intellectual property | -4,338,601 | ' |
Loss on loan modification | ' | 1,356,177 |
Amortization of debt issuance costs and and original issue discounts | 233,865 | 94,732 |
Increase (decrease) in cash resulting from changes in: | ' | ' |
Accounts receivable | 221,586 | -342,274 |
Inventory | -657,948 | -355,709 |
Prepaid expenses and other current assets | 126,778 | -54,126 |
Other assets | ' | -2,125 |
Accounts payable and accrued expenses | 1,203,834 | -678,042 |
Deferred revenue | -12,796 | -652,460 |
Net cash flows from operating activities | -5,256,287 | -6,263,800 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment | -11,590 | -73,645 |
Acquisition of license | ' | -100,000 |
Net cash flows from investing activities | -11,590 | -173,645 |
Cash flows from financing activities: | ' | ' |
Proceeds from stock option and warrant exercises | 143,000 | 19,625 |
Net cash flows from financing activities | 3,646,314 | 9,848,639 |
Net change in cash and cash equivalents | -1,621,563 | 3,411,194 |
Cash and cash equivalents, beginning of period | 3,516,244 | 1,620,005 |
Cash and cash equivalents, end of period | 1,894,681 | 5,031,199 |
Cash paid for: | ' | ' |
Income taxes | ' | ' |
Interest | 223,823 | 10,709 |
Equity Private Placement [Member] | ' | ' |
Cash flows from financing activities: | ' | ' |
Net proceeds from private placement | ' | 9,829,014 |
Debt Private Placement [Member] | ' | ' |
Cash flows from financing activities: | ' | ' |
Net proceeds from private placement | $3,503,314 | ' |
NonCash_Investing_and_Financin
Non-Cash Investing and Financing Transactions | 9 Months Ended | ||
Sep. 30, 2014 | |||
Supplemental Cash Flow Elements [Abstract] | ' | ||
Cash Flow, Supplemental Disclosures [Text Block] | ' | ||
NON-CASH INVESTING AND FINANCING TRANSACTIONS: | |||
● | During the nine months ended September 30, 2013, ClearPoint reusable components with a cost of $163,553 were transferred from inventory to loaned systems, which is a component of property and equipment. During the nine months ended September 30, 2014, a net amount of ClearPoint reusable components with a cost of $172,542 and accumulated depreciation of $86,812 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 and the principal balance of the note was increased by an additional $1,900,000. | ||
● | In recording the January 2013 equity private placement transaction, deferred financing costs of $24,219 were netted against the proceeds recorded to additional paid-in capital. | ||
● | In March 2014, the Company entered into an asset purchase agreement to sell certain intellectual property. The asset purchase price was satisfied through the cancellation of related party convertible notes payable in the aggregate amount of $4,338,601. | ||
Note_1_Description_of_the_Busi
Note 1 - Description of the Business and Liquidity | 9 Months Ended | ||
Sep. 30, 2014 | |||
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 (“MRI”) guidance while performing minimally invasive surgical procedures. The Company was incorporated in the state of Delaware in March 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 its activities are reflected in these condensed consolidated financial statements. | |||
The Company’s ClearPoint system, an integrated system comprised of reusable 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 U.S. 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. | |||
Liquidity and Management’s Plans | |||
The cumulative net loss from the Company’s inception through September 30, 2014 was $75,362,522. Net cash used in operations was $5,256,287 for the nine months ended September 30, 2014 and $7,777,931 for the year ended December 31, 2013. Since inception, the Company has financed its activities principally from the sale of equity securities, the issuance of notes payable and license arrangements. | |||
The Company’s primary financing activities during the nine months ended September 30, 2014 and the year ended December 31, 2013 were: | |||
● | a March 2014 private offering (see Note 5), which resulted in net proceeds of $3,503,314; and | ||
● | a January 2013 equity private placement, which resulted in net proceeds of $9,829,014. | ||
In addition, in March 2014, the Company completed a transaction with Boston Scientific Corporation and certain of its affiliates (collectively “Boston Scientific”) that resulted in the cancellation of $4,338,601 in related party convertible notes payable held by Boston Scientific which were scheduled to mature in 2014 (see Note 4). | |||
The Company believes its cash and cash equivalents at September 30, 2014 of $1,894,681, combined with cash expected to be generated from product sales, will be sufficient to meet its anticipated cash requirements into the first quarter of 2015. The Company is pursuing and evaluating opportunities to secure additional funding. These opportunities could involve the sale of equity or debt securities, entering into an agreement with a strategic partner, or some other form of collaborative relationship. | |||
These consolidated condensed financial statements have been prepared with the assumption that the Company will continue as a going concern and will be able to realize its assets and discharge its liabilities in the normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the inability of the Company to continue as a going concern. The Company may not be able to secure sufficient funding on commercially reasonable terms, if at all, through the sale of equity or debt securities to continue operations, and the Company may not be able to timely enter into a strategic or other collaborative relationship on commercially reasonable terms, if at all, to continue operations. The sale of additional equity or convertible debt securities would result in dilution, which could be significant, to the Company’s current stockholders. |
Note_2_Basis_of_Presentation_a
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||
Basis of Presentation and Significant Accounting Policies [Text Block] | ' | ||||||||||||||||
2 | Basis of Presentation and Summary of Significant Accounting Policies | ||||||||||||||||
Basis of Presentation and Use of Estimates | |||||||||||||||||
In the opinion of management, the accompanying unaudited condensed consolidated financial statements (“condensed financial statements”) have been prepared on a basis consistent with the Company’s December 31, 2013 audited financial statements, and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth therein. The condensed financial statements have been prepared in accordance with U.S. Securities and Exchange Commission (“SEC”) rules for interim financial information, and, therefore, omit certain information and footnote disclosures necessary to present the statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. These condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 28, 2014. The accompanying condensed consolidated balance sheet as of December 31, 2013 has been derived from the audited financial statements at that date, but does not include all information and footnotes required by GAAP for a complete set of financial statements. The results of operations for the three and nine months ended September 30, 2014 may not be indicative of the results to be expected for the entire year or any future periods. | |||||||||||||||||
Derivative Liabilities for Warrants to Purchase Common Stock | |||||||||||||||||
Derivative liabilities for warrants represents the fair value of warrants issued in connection with private placements of shares of the Company’s common stock. The fair values of these warrants are presented as liabilities based on certain net cash settlement and exercise price reset, or down round provisions. These derivative liabilities, which are recorded on the accompanying condensed consolidated balance sheets, are calculated utilizing the Monte Carlo simulation valuation method. Changes in the fair values of these warrants are recognized as other income or expense in the related statement of operations. | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Carrying amounts of the Company’s cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their fair values due to their short maturities. | |||||||||||||||||
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, referred to as Level 1, to quoted prices in active markets for identical assets and liabilities. The next priority, referred to as Level 2, 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. The lowest priority, referred to as Level 3, is given to unobservable inputs. The table below reflects the level of the inputs used in the Company’s fair value calculation for instruments carried at fair value at: | |||||||||||||||||
Quoted Prices in Active Markets | Significant | Significant Unobservable | Total Fair | ||||||||||||||
(Level 1) | Observable | Inputs (Level 3) | Value | ||||||||||||||
Inputs (Level 2) | |||||||||||||||||
30-Sep-14 | |||||||||||||||||
Derivative liabilities - warrants | $ | - | $ | - | $ | 3,169,679 | $ | 3,169,679 | |||||||||
31-Dec-13 | |||||||||||||||||
Derivative liabilities - warrants | $ | - | $ | - | $ | 3,747,858 | $ | 3,747,858 | |||||||||
Inventory | |||||||||||||||||
Inventory is carried at the lower of cost (first-in, first-out method) or net realizable value. Substantially 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. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company’s revenues are comprised of: (1) product revenues resulting from the sale of ClearPoint system reusable products, disposable products and ClearTrace system components; (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, for product revenues, risk of loss has transferred to the customer. 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 reusable products: Generally, revenues related to ClearPoint reusable product 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 installation. Reusable products include software which is integral to the utility of the system as a whole. Sales of reusable products that have stand-alone value to the customer are recognized when risk of loss passes to the customer. Sales of ClearPoint reusable products to a distributor that has been trained to perform system installations and to conduct ClearPoint physician training are recognized at the time risk of loss passes to the distributor. | |||||||||||||||||
Sales of disposable products: Revenues from the sale of disposable products 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. | |||||||||||||||||
Sales of ClearTrace components: Sales of ClearTrace system components to research sites for non-commercial use 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. The Company does not have regulatory clearance or approval to sell ClearTrace system components for commercial use. | |||||||||||||||||
-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. | ||||||||||||||||
-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. | ||||||||||||||||
-4 | Other Service Revenues — Other service revenues are comprised primarily of installation fees charged in connection with ClearPoint system installations and ClearPoint service agreement revenues. Typically, the Company will bill upfront for service agreements, which have terms ranging from one to three years. These amounts are recognized as revenues ratably over the term of the related service agreement. | ||||||||||||||||
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 September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock options | 7,554,725 | 6,739,877 | |||||||||||||||
Warrants | 13,327,115 | 12,203,489 | |||||||||||||||
Shares under convertible note agreements | - | 542,325 | |||||||||||||||
20,881,840 | 19,485,691 | ||||||||||||||||
New Accounting Pronouncements | |||||||||||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which creates a new Topic, Accounting Standards Codification (“ASC”) Topic 606. The standard is principle-based and provides a five-step model to determine when and how revenue is recognized. The core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard is effective for the Company beginning in 2017 and allows for either full retrospective adoption or modified retrospective adoption. The Company is currently evaluating the impact of the adoption of ASC Topic 606 on its financial statements. | |||||||||||||||||
In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if “conditions or events raise substantial doubt about [the] entity’s ability to continue as a going concern.” The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The adoption of this guidance is not expected to have any impact on the Company’s results of operations or financial position. The Company is currently evaluating the impact of this update on future disclosures concerning its liquidity position. |
Note_3_Inventory
Note 3 - Inventory | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory Disclosure [Text Block] | ' | ||||||||
3 | Inventory, Net | ||||||||
Inventory consists of the following as of: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Work in process | $ | 1,025,530 | $ | 673,860 | |||||
Software license inventory | 385,000 | 385,000 | |||||||
Finished goods | 845,309 | 418,301 | |||||||
Inventory included in current assets | 2,255,839 | 1,477,161 | |||||||
Software license inventory | 892,500 | 927,500 | |||||||
$ | 3,148,339 | $ | 2,404,661 | ||||||
Note_4_Sale_of_Intellectual_Pr
Note 4 - Sale of Intellectual Property in Exchange for Cancellation of the Boston Scientific Notes | 9 Months Ended | |
Sep. 30, 2014 | ||
Sale Of Intellectual Property In Exchange For Cancellation Of The Boston Scientific Notes [Abstract] | ' | |
Sale Of Intellectual Property In Exchange For Cancellation Of The Boston Scientific Notes [Text Block] | ' | |
4 | Sale of Intellectual Property in Exchange for Cancellation of the Boston Scientific Notes | |
In March 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 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 purchase price was satisfied through the cancellation of three convertible notes payable issued by the Company to Boston Scientific in the aggregate principal amount of $4,338,601 (the “Boston Scientific Notes”). Accordingly, all obligations of the Company under the Boston Scientific Notes were discharged and the liens that secured the Company’s obligations under the Boston Scientific Notes were terminated and released. The Company recorded a gain in its statement of operations equal to the aggregate purchase price for the assets sold under the BSC Purchase Agreement. | ||
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 is no longer 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. |
Note_5_2014_Junior_Secured_Not
Note 5 - 2014 Junior Secured Notes Offering | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Debt Disclosure [Abstract] | ' | ||||
Debt Disclosure [Text Block] | ' | ||||
5 | 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 maturing in 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 the 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 $3,725,000, together with warrants to purchase up to 1,117,500 shares of common stock, for aggregate gross proceeds of $3,725,000, before placement agent commissions and other expenses. | |||||
The 2014 Secured Notes have a five-year term, 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 senior secured note payable previously issued by the Company to Brainlab AG. | |||||
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. Assumptions used in calculating the fair value of the warrants using the Black-Scholes valuation model were: | |||||
Dividend yield | 0% | ||||
Expected volatility | 47.5% - 47.7% | ||||
Risk free interest rates | 1.73% - 1.76% | ||||
Expected lives (in years) | 5 | ||||
The Company allocated the $3,725,000 in proceeds proportionately between the 2014 Secured Notes and the warrants issued to investors based on their relative fair values, with $413,057 being recorded as equity. The 2014 Secured Notes were recorded at the principal amount less a discount equal to the $413,057 amount recorded as equity. This discount is being amortized to interest expense over the five year term of the notes using the effective interest method. | |||||
Non-employee directors of the Company invested a total of $1,100,000, either directly or through a trust. The Company’s placement agents earned cash commissions of $145,500 as well as warrants to purchase 72,750 shares of the Company’s common stock. The placement agent warrants have the same terms and conditions as the investor warrants. The placement agent cash commissions, the $30,210 fair value of the placement agent warrants, and other offering expenses totaling $76,186 were recorded as deferred financing costs and are classified as other assets. These deferred financing costs are being amortized to interest expense over the term of the 2014 Secured Notes using the effective interest method. |
Note_6_Stockholders_Equity
Note 6 - Stockholders' Equity | 9 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||||||||
6 | Stockholders’ Equity | ||||||||||||||
Common Stock Warrants Requiring Liability Accounting | |||||||||||||||
The net-cash settlement and down round provisions contained in common stock warrants issued by the Company in a January 2013 private placement require derivative liability accounting treatment for the warrants. Likewise, the down round provision contained in common stock warrants issued by the Company in a July 2012 private placement also requires derivative liability accounting treatment for the warrants. The fair value of all such warrants was calculated using the Monte Carlo simulation valuation method. | |||||||||||||||
Assumptions used in calculating the fair value of these warrants at September 30, 2014 are noted below: | |||||||||||||||
Dividend yield | 0% | ||||||||||||||
Expected volatility | 38.5% - 100.0% | ||||||||||||||
Risk free interest rates | 0.76% - 1.18% | ||||||||||||||
Expected remaining term (in years) | 2.76 to 3.32 | ||||||||||||||
In addition to the assumptions above, the Company also takes into consideration whether 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 derivative liabilities are reflected below: | |||||||||||||||
Fair value at December 31, 2013 | $ | 3,747,858 | |||||||||||||
Gain on change in fair value | (578,179 | ) | |||||||||||||
Fair value at September 30, 2014 | $ | 3,169,679 | |||||||||||||
Stock Options | |||||||||||||||
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 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 a previous 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 1,054,000 shares were outstanding as of September 30, 2014. Thus, awards as to 196,000 shares remained available for grants under the 2013 Plan as of September 30, 2014. | |||||||||||||||
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 September 30, 2014, awards for 295,000 shares had been issued under the Director Plan. Therefore, awards for 275,000 shares remained available for grants under the Director Plan as of September 30, 2014. | |||||||||||||||
Activity under all of the Company’s equity compensation plans during the nine months ended September 30, 2014 is summarized below: | |||||||||||||||
Shares | Weighted - | ||||||||||||||
Average | |||||||||||||||
Exercise | |||||||||||||||
Price | |||||||||||||||
Outstanding at December 31, 2013 | 7,430,225 | $ | 1.47 | ||||||||||||
Granted | 417,000 | 1.05 | |||||||||||||
Exercised | (162,500 | ) | 0.88 | ||||||||||||
Forfeited | (130,000 | ) | 1.88 | ||||||||||||
Outstanding at September 30, 2014 | 7,554,725 | 1.46 | |||||||||||||
The estimated grant date fair values of options granted during the nine months ended September 30, 2014 were calculated using the Black-Scholes valuation model, based on the following assumptions: | |||||||||||||||
Dividend yield | 0% | ||||||||||||||
Expected volatility | 49.7% to 51.8% | ||||||||||||||
Risk free interest rates | 1.90% to 2.71% | ||||||||||||||
Expected lives (in years) | 5.5 to 6.0 | ||||||||||||||
The Company records share-based compensation expense on a straight-line basis over the related vesting period. For the periods indicated below, share-based compensation expense related to options are: | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
$ | 192,001 | $ | 345,632 | $ | 555,909 | $ | 988,223 | ||||||||
As of September 30, 2014, there was unrecognized compensation expense of $812,279 related to outstanding stock options, which is expected to be recognized over a weighted average period of approximately 1.5 years. | |||||||||||||||
In October 2014, an option to purchase 2,400,000 shares of the Company’s common stock with an exercise price of $1.13 were issued to a new executive hired by the Company. The options vest over a three year period. | |||||||||||||||
Warrants | |||||||||||||||
Warrants have generally been issued for terms of up to five years. Common stock warrant activity for the nine months ended September 30, 2014 was as follows: | |||||||||||||||
Shares | Weighted - | ||||||||||||||
Average | |||||||||||||||
Exercise | |||||||||||||||
Price | |||||||||||||||
Outstanding at December 31, 2013 | 12,136,865 | $ | 1.33 | ||||||||||||
Issued (see Note 5) | 1,190,250 | 1.75 | |||||||||||||
Outstanding at September 30, 2014 | 13,327,115 | 1.37 | |||||||||||||
Note_7_Legal_Proceeding
Note 7 - Legal Proceeding | 9 Months Ended | |
Sep. 30, 2014 | ||
Disclosure Text Block Supplement [Abstract] | ' | |
Legal Matters and Contingencies [Text Block] | ' | |
7 | 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 claimed that the Company owed it additional cash commissions and common stock warrants in connection with the Company’s previous engagement of Summer Street to serve as its financial advisor and placement agent. In the arbitration, the Company filed counter-claims against Summer Street alleging fraud and misrepresentation, abuse of process and malicious prosecution. In July 2014, the Company and Summer Street entered into a settlement agreement, which resulted in the dismissal of the arbitration. Pursuant to the settlement agreement, the Company paid Summer Street $20,000. |
Note_8_Modification_of_CoDevel
Note 8 - Modification of Co-Development Agreement | 9 Months Ended | |
Sep. 30, 2014 | ||
Modification Of Co Development Agreement [Abstract] | ' | |
Modification Of Co Development Agreement [Text Block] | ' | |
8 | 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 replaced and supersedes the Company’s Cooperation and Development Agreement with Siemens Aktiengesellschaft, Healthcare Sector (“Siemens AG”) entered into in 2009 (the “Original Siemens Agreement”). References below to “Siemens” will mean Siemens Medical or Siemens AG, as applicable. | ||
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. In addition, 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 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. |
Note_9_Recent_Commitments
Note 9 - Recent Commitments | 9 Months Ended | |
Sep. 30, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ' | |
Commitments and Contingencies Disclosure [Text Block] | ' | |
9 | Recent Commitments | |
In September 2014, the Company entered into new employment agreements with certain key employees. Among other provisions customary for agreements of this nature, the employment agreements provide for retention bonuses totaling $166,667 to be paid to the key employees if they are still employed by the Company on December 31, 2014, and additional retention bonuses totaling $333,333 if the key employees are still employed by the Company at July 31, 2015. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 6 Months Ended | 9 Months Ended | ||||||||||||||||
Jun. 30, 2014 | Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ' | ||||||||||||||||
Fair Value Measurement, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||||
Carrying amounts of the Company’s cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities approximate their fair values due to their short maturities. | ||||||||||||||||||
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, referred to as Level 1, to quoted prices in active markets for identical assets and liabilities. The next priority, referred to as Level 2, 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. The lowest priority, referred to as Level 3, is given to unobservable inputs. The table below reflects the level of the inputs used in the Company’s fair value calculation for instruments carried at fair value at: | ||||||||||||||||||
Quoted Prices in Active Markets | Significant | Significant Unobservable | Total Fair | |||||||||||||||
(Level 1) | Observable | Inputs (Level 3) | Value | |||||||||||||||
Inputs (Level 2) | ||||||||||||||||||
30-Sep-14 | ||||||||||||||||||
Derivative liabilities - warrants | $ | - | $ | - | $ | 3,169,679 | $ | 3,169,679 | ||||||||||
31-Dec-13 | ||||||||||||||||||
Derivative liabilities - warrants | $ | - | $ | - | $ | 3,747,858 | $ | 3,747,858 | ||||||||||
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 September 30, | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Stock options | 7,554,725 | 6,739,877 | ||||||||||||||||
Warrants | 13,327,115 | 12,203,489 | ||||||||||||||||
Shares under convertible note agreements | - | 542,325 | ||||||||||||||||
20,881,840 | 19,485,691 | |||||||||||||||||
Basis of Accounting, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Basis of Presentation and Use of Estimates | ||||||||||||||||||
In the opinion of management, the accompanying unaudited condensed consolidated financial statements (“condensed financial statements”) have been prepared on a basis consistent with the Company’s December 31, 2013 audited financial statements, and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth therein. The condensed financial statements have been prepared in accordance with U.S. Securities and Exchange Commission (“SEC”) rules for interim financial information, and, therefore, omit certain information and footnote disclosures necessary to present the statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the related disclosures at the date of the financial statements and during the reporting period. Actual results could materially differ from these estimates. These condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 28, 2014. The accompanying condensed consolidated balance sheet as of December 31, 2013 has been derived from the audited financial statements at that date, but does not include all information and footnotes required by GAAP for a complete set of financial statements. The results of operations for the three and nine months ended September 30, 2014 may not be indicative of the results to be expected for the entire year or any future periods. | ||||||||||||||||||
Derivative Liability for Warrants to Purchase Common Stock [Policy Text Block] | ' | ' | ||||||||||||||||
Derivative Liabilities for Warrants to Purchase Common Stock | ||||||||||||||||||
Derivative liabilities for warrants represents the fair value of warrants issued in connection with private placements of shares of the Company’s common stock. The fair values of these warrants are presented as liabilities based on certain net cash settlement and exercise price reset, or down round provisions. These derivative liabilities, which are recorded on the accompanying condensed consolidated balance sheets, are calculated utilizing the Monte Carlo simulation valuation method. Changes in the fair values of these warrants are recognized as other income or expense in the related statement of operations. | ||||||||||||||||||
Inventory, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Inventory | ||||||||||||||||||
Inventory is carried at the lower of cost (first-in, first-out method) or net realizable value. Substantially 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. | ||||||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
Revenue Recognition | ||||||||||||||||||
The Company’s revenues are comprised of: (1) product revenues resulting from the sale of ClearPoint system reusable products, disposable products and ClearTrace system components; (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, for product revenues, risk of loss has transferred to the customer. 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 reusable products: Generally, revenues related to ClearPoint reusable product 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 installation. Reusable products include software which is integral to the utility of the system as a whole. Sales of reusable products that have stand-alone value to the customer are recognized when risk of loss passes to the customer. Sales of ClearPoint reusable products to a distributor that has been trained to perform system installations and to conduct ClearPoint physician training are recognized at the time risk of loss passes to the distributor. | ||||||||||||||||||
Sales of disposable products: Revenues from the sale of disposable products 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. | ||||||||||||||||||
Sales of ClearTrace components: Sales of ClearTrace system components to research sites for non-commercial use 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. The Company does not have regulatory clearance or approval to sell ClearTrace system components for commercial use. | ||||||||||||||||||
-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. | |||||||||||||||||
-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. | |||||||||||||||||
-4 | Other Service Revenues — Other service revenues are comprised primarily of installation fees charged in connection with ClearPoint system installations and ClearPoint service agreement revenues. Typically, the Company will bill upfront for service agreements, which have terms ranging from one to three years. These amounts are recognized as revenues ratably over the term of the related service agreement. | |||||||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ' | ||||||||||||||||
New Accounting Pronouncements | ||||||||||||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” which creates a new Topic, Accounting Standards Codification (“ASC”) Topic 606. The standard is principle-based and provides a five-step model to determine when and how revenue is recognized. The core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This standard is effective for the Company beginning in 2017 and allows for either full retrospective adoption or modified retrospective adoption. The Company is currently evaluating the impact of the adoption of ASC Topic 606 on its financial statements. |
Note_2_Basis_of_Presentation_a1
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||
Quoted Prices in Active Markets | Significant | Significant Unobservable | Total Fair | ||||||||||||||
(Level 1) | Observable | Inputs (Level 3) | Value | ||||||||||||||
Inputs (Level 2) | |||||||||||||||||
30-Sep-14 | |||||||||||||||||
Derivative liabilities - warrants | $ | - | $ | - | $ | 3,169,679 | $ | 3,169,679 | |||||||||
31-Dec-13 | |||||||||||||||||
Derivative liabilities - warrants | $ | - | $ | - | $ | 3,747,858 | $ | 3,747,858 | |||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||||||||||||
As of September 30, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock options | 7,554,725 | 6,739,877 | |||||||||||||||
Warrants | 13,327,115 | 12,203,489 | |||||||||||||||
Shares under convertible note agreements | - | 542,325 | |||||||||||||||
20,881,840 | 19,485,691 |
Note_3_Inventory_Tables
Note 3 - Inventory (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory, Current [Table Text Block] | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Work in process | $ | 1,025,530 | $ | 673,860 | |||||
Software license inventory | 385,000 | 385,000 | |||||||
Finished goods | 845,309 | 418,301 | |||||||
Inventory included in current assets | 2,255,839 | 1,477,161 | |||||||
Software license inventory | 892,500 | 927,500 | |||||||
$ | 3,148,339 | $ | 2,404,661 |
Note_5_2014_Junior_Secured_Not1
Note 5 - 2014 Junior Secured Notes Offering (Tables) (Common Stock Warrants Issued to Directors [Member]) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Common Stock Warrants Issued to Directors [Member] | ' | ||||
Note 5 - 2014 Junior Secured Notes Offering (Tables) [Line Items] | ' | ||||
Assumptions Used in Calculating Fair Value of Warrants Issued [Table Text Block] | ' | ||||
Dividend yield | 0% | ||||
Expected volatility | 47.5% - 47.7% | ||||
Risk free interest rates | 1.73% - 1.76% | ||||
Expected lives (in years) | 5 |
Note_6_Stockholders_Equity_Tab
Note 6 - Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2014 | |||||||||||||||
Note 6 - Stockholders' Equity (Tables) [Line Items] | ' | ||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||
Fair value at December 31, 2013 | $ | 3,747,858 | |||||||||||||
Gain on change in fair value | (578,179 | ) | |||||||||||||
Fair value at September 30, 2014 | $ | 3,169,679 | |||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||
Shares | Weighted - | ||||||||||||||
Average | |||||||||||||||
Exercise | |||||||||||||||
Price | |||||||||||||||
Outstanding at December 31, 2013 | 7,430,225 | $ | 1.47 | ||||||||||||
Granted | 417,000 | 1.05 | |||||||||||||
Exercised | (162,500 | ) | 0.88 | ||||||||||||
Forfeited | (130,000 | ) | 1.88 | ||||||||||||
Outstanding at September 30, 2014 | 7,554,725 | 1.46 | |||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||
Dividend yield | 0% | ||||||||||||||
Expected volatility | 49.7% to 51.8% | ||||||||||||||
Risk free interest rates | 1.90% to 2.71% | ||||||||||||||
Expected lives (in years) | 5.5 to 6.0 | ||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | ' | ||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
$ | 192,001 | $ | 345,632 | $ | 555,909 | $ | 988,223 | ||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | ' | ||||||||||||||
Shares | Weighted - | ||||||||||||||
Average | |||||||||||||||
Exercise | |||||||||||||||
Price | |||||||||||||||
Outstanding at December 31, 2013 | 12,136,865 | $ | 1.33 | ||||||||||||
Issued (see Note 5) | 1,190,250 | 1.75 | |||||||||||||
Outstanding at September 30, 2014 | 13,327,115 | 1.37 | |||||||||||||
Common Stock Warrants Issued in Private Placement [Member] | ' | ||||||||||||||
Note 6 - Stockholders' Equity (Tables) [Line Items] | ' | ||||||||||||||
Assumptions Used in Calculating Fair Value of Warrants Issued [Table Text Block] | ' | ||||||||||||||
Dividend yield | 0% | ||||||||||||||
Expected volatility | 38.5% - 100.0% | ||||||||||||||
Risk free interest rates | 0.76% - 1.18% | ||||||||||||||
Expected remaining term (in years) | 2.76 to 3.32 |
NonCash_Investing_and_Financin1
Non-Cash Investing and Financing Transactions (Details) (USD $) | 9 Months Ended | 9 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | |
Sep. 30, 2013 | Jan. 31, 2013 | Sep. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2013 | |
ClearPoint Reusable Components [Member] | Boston Scientific Notes [Member] | Boston Scientific Notes [Member] | April 2011 Note [Member] | |||
Non-Cash Investing and Financing Transactions (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Transfer from Inventory to Property and Equipment | $163,553 | ' | $172,542 | ' | ' | ' |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | ' | ' | 86,812 | ' | ' | ' |
Accrued Interest Added to Principal Balance of a Note Payable | ' | ' | ' | ' | ' | 389,444 |
Increase in Principal Balance of Note Payable | ' | ' | ' | ' | ' | 1,900,000 |
Deferred Offering Costs | ' | 24,219 | ' | ' | ' | ' |
Notes Payable Cancelled, Principal Amount | ' | ' | ' | $4,338,601 | $4,338,601 | ' |
Note_1_Description_of_the_Busi1
Note 1 - Description of the Business and Liquidity (Details) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 6 Months Ended | |||
Mar. 31, 2014 | Jan. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Jun. 30, 2014 | |
Boston Scientific Notes [Member] | Boston Scientific Notes [Member] | |||||||
Note 1 - Description of the Business and Liquidity (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Retained Earnings (Accumulated Deficit) | ' | ' | ($75,362,522) | ' | ($72,752,602) | ' | ' | ' |
Net Cash Provided by (Used in) Operating Activities | ' | ' | -5,256,287 | -6,263,800 | -7,777,931 | ' | ' | ' |
Proceeds from Issuance of Private Placement | 3,503,314 | 9,829,014 | ' | ' | ' | ' | ' | ' |
Notes Payable Cancelled, Principal Amount | ' | ' | ' | ' | ' | ' | 4,338,601 | 4,338,601 |
Cash and Cash Equivalents, at Carrying Value | ' | ' | $1,894,681 | $5,031,199 | $3,516,244 | $1,620,005 | ' | ' |
Note_2_Basis_of_Presentation_a2
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Minimum [Member] | ' |
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' |
Term of Service Agreements | '1 year |
Maximum [Member] | ' |
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' |
Term of Service Agreements | '3 years |
Note_2_Basis_of_Presentation_a3
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) - Financial Assets and Liabilities at Fair Value on a Recurring Basis (Warrant [Member], Fair Value, Measurements, Recurring [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) - Financial Assets and Liabilities at Fair Value on a Recurring Basis [Line Items] | ' | ' |
Derivative liability - warrants | $3,169,679 | $3,747,858 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) - Financial Assets and Liabilities at Fair Value on a Recurring Basis [Line Items] | ' | ' |
Derivative liability - warrants | $3,169,679 | $3,747,858 |
Note_2_Basis_of_Presentation_a4
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) - Anti-dilutive Securities | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive Securities | 20,881,840 | 19,485,691 |
Employee Stock Option [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive Securities | 7,554,725 | 6,739,877 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive Securities | 13,327,115 | 12,203,489 |
Convertible Debt Securities [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive Securities | ' | 542,325 |
Note_3_Inventory_Details_Inven
Note 3 - Inventory (Details) - Inventory (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Inventory [Abstract] | ' | ' |
Work in process | $1,025,530 | $673,860 |
Software license inventory | 385,000 | 385,000 |
Finished goods | 845,309 | 418,301 |
Inventory included in current assets | 2,255,839 | 1,477,161 |
Software license inventory | 892,500 | 927,500 |
$3,148,339 | $2,404,661 |
Note_4_Sale_of_Intellectual_Pr1
Note 4 - Sale of Intellectual Property in Exchange for Cancellation of the Boston Scientific Notes (Details) (USD $) | 1 Months Ended | 6 Months Ended |
Mar. 31, 2014 | Jun. 30, 2014 | |
Note 4 - Sale of Intellectual Property in Exchange for Cancellation of the Boston Scientific Notes (Details) [Line Items] | ' | ' |
Number of Convertible Notes Payable Cancelled | 3 | ' |
Boston Scientific Notes [Member] | ' | ' |
Note 4 - Sale of Intellectual Property in Exchange for Cancellation of the Boston Scientific Notes (Details) [Line Items] | ' | ' |
Sale of Intangible Asset | $4,338,601 | ' |
Notes Payable Cancelled, Principal Amount | $4,338,601 | $4,338,601 |
Note_5_2014_Junior_Secured_Not2
Note 5 - 2014 Junior Secured Notes Offering (Details) (USD $) | 1 Months Ended | |||
Mar. 31, 2014 | Jan. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | |
Note 5 - 2014 Junior Secured Notes Offering (Details) [Line Items] | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | ' | ' | $1.37 | $1.33 |
Proceeds from Issuance of Private Placement | $3,503,314 | $9,829,014 | ' | ' |
Issued to Placement Agents and Subagents [Member] | ' | ' | ' | ' |
Note 5 - 2014 Junior Secured Notes Offering (Details) [Line Items] | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 72,750 | ' | ' | ' |
Payments for Commissions | 145,500 | ' | ' | ' |
Investment from Non-employee Directors [Member] | ' | ' | ' | ' |
Note 5 - 2014 Junior Secured Notes Offering (Details) [Line Items] | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | 1,100,000 | ' | ' | ' |
2014 Junior Secured Notes Payable [Member] | Shareholders' Equity [Member] | ' | ' | ' | ' |
Note 5 - 2014 Junior Secured Notes Offering (Details) [Line Items] | ' | ' | ' | ' |
Proceeds from Issuance of Debt | 413,057 | ' | ' | ' |
2014 Junior Secured Notes Payable [Member] | ' | ' | ' | ' |
Note 5 - 2014 Junior Secured Notes Offering (Details) [Line Items] | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in Shares) | 0.3 | ' | ' | ' |
Debt Instrument, Face Amount | 3,725,000 | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 1,117,500 | ' | ' | ' |
Proceeds from Secured Notes Payable | 3,725,000 | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $1.75 | ' | ' | ' |
Debt Instrument, Unamortized Discount | 413,057 | ' | ' | ' |
Debt Instrument, Convertible, Remaining Discount Amortization Period | '5 years | ' | ' | ' |
Placement Agent Warrants [Member] | Other Assets [Member] | ' | ' | ' | ' |
Note 5 - 2014 Junior Secured Notes Offering (Details) [Line Items] | ' | ' | ' | ' |
Deferred Finance Costs, Net | 30,210 | ' | ' | ' |
Other Offering Expenses [Member] | Other Assets [Member] | ' | ' | ' | ' |
Note 5 - 2014 Junior Secured Notes Offering (Details) [Line Items] | ' | ' | ' | ' |
Deferred Finance Costs, Net | $76,186 | ' | ' | ' |
Note_5_2014_Junior_Secured_Not3
Note 5 - 2014 Junior Secured Notes Offering (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Directors (Black-Scholes Valuation Model [Member]) | 9 Months Ended |
Sep. 30, 2014 | |
Note 5 - 2014 Junior Secured Notes Offering (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Directors [Line Items] | ' |
Dividend yield | 0.00% |
Expected lives (in years) | '5 years |
Minimum [Member] | ' |
Note 5 - 2014 Junior Secured Notes Offering (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Directors [Line Items] | ' |
Expected volatility | 47.50% |
Risk free interest rates | 1.73% |
Maximum [Member] | ' |
Note 5 - 2014 Junior Secured Notes Offering (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Directors [Line Items] | ' |
Expected volatility | 47.70% |
Risk free interest rates | 1.76% |
Note_6_Stockholders_Equity_Det
Note 6 - Stockholders' Equity (Details) (USD $) | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Oct. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | |
Service Provider [Member] | Subsequent Event [Member] | The 2013 Plan [Member] | The 2013 Plan [Member] | The Director Plan [Member] | The Director Plan [Member] | |||
Executive Officer [Member] | ||||||||
Note 6 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | ' | ' | 1,250,000 | ' | 570,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 7,554,725 | 7,430,225 | ' | ' | 1,054,000 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | ' | ' | ' | 196,000 | ' | 275,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 417,000 | ' | ' | 2,400,000 | ' | ' | 295,000 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $812,279 | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '1 year 6 months | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $1.05 | ' | ' | $1.13 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | '3 years | ' | ' | ' | ' |
Term of Warrants | ' | ' | '5 years | ' | ' | ' | ' | ' |
Note_6_Stockholders_Equity_Det1
Note 6 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Private Placement (Private Placements [Member], Monte Carlo Simulation Valuation Method [Member], Derivative Financial Instruments, Liabilities [Member]) | 9 Months Ended |
Sep. 30, 2014 | |
Note 6 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Private Placement [Line Items] | ' |
Dividend yield | 0.00% |
Minimum [Member] | ' |
Note 6 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Private Placement [Line Items] | ' |
Expected volatility | 38.50% |
Risk free interest rates | 0.76% |
Expected remaining term (in years) | '2 years 277 days |
Maximum [Member] | ' |
Note 6 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Private Placement [Line Items] | ' |
Expected volatility | 100.00% |
Risk free interest rates | 1.18% |
Expected remaining term (in years) | '3 years 116 days |
Note_6_Stockholders_Equity_Det2
Note 6 - Stockholders' Equity (Details) - Changes in Fair Values of Warrants Issued (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Note 6 - Stockholders' Equity (Details) - Changes in Fair Values of Warrants Issued [Line Items] | ' | ' | ' | ' |
Fair value at December 31, 2013 | ' | ' | $3,747,858 | ' |
Gain on change in fair value | 781,157 | 1,250,857 | -578,179 | -1,328,112 |
Fair value at September 30, 2014 | 3,169,679 | ' | 3,169,679 | ' |
Warrant [Member] | ' | ' | ' | ' |
Note 6 - Stockholders' Equity (Details) - Changes in Fair Values of Warrants Issued [Line Items] | ' | ' | ' | ' |
Fair value at December 31, 2013 | ' | ' | 3,747,858 | ' |
Gain on change in fair value | ' | ' | -578,179 | ' |
Fair value at September 30, 2014 | $3,169,679 | ' | $3,169,679 | ' |
Note_6_Stockholders_Equity_Det3
Note 6 - Stockholders' Equity (Details) - Stock Options Activity (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Stock Options Activity [Abstract] | ' |
Outstanding at December 31, 2013 | 7,430,225 |
Outstanding at December 31, 2013 | $1.47 |
Granted | 417,000 |
Granted | $1.05 |
Exercised | -162,500 |
Exercised | $0.88 |
Forfeited | -130,000 |
Forfeited | $1.88 |
Outstanding at September 30, 2014 | 7,554,725 |
Outstanding at September 30, 2014 | $1.46 |
Note_6_Stockholders_Equity_Det4
Note 6 - Stockholders' Equity (Details) - Stock Options Valuation Assumptions | 9 Months Ended |
Sep. 30, 2014 | |
Note 6 - Stockholders' Equity (Details) - Stock Options Valuation Assumptions [Line Items] | ' |
Dividend yield | 0.00% |
Minimum [Member] | ' |
Note 6 - Stockholders' Equity (Details) - Stock Options Valuation Assumptions [Line Items] | ' |
Expected volatility | 49.70% |
Risk free interest rates | 1.90% |
Expected lives (in years) | '5 years 6 months |
Maximum [Member] | ' |
Note 6 - Stockholders' Equity (Details) - Stock Options Valuation Assumptions [Line Items] | ' |
Expected volatility | 51.80% |
Risk free interest rates | 2.71% |
Expected lives (in years) | '6 years |
Note_6_Stockholders_Equity_Det5
Note 6 - Stockholders' Equity (Details) - Employee Share-Based Compensation Expense (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Employee Share-Based Compensation Expense [Abstract] | ' | ' | ' | ' |
$192,001 | $345,632 | $555,909 | $988,223 |
Note_6_Stockholders_Equity_Det6
Note 6 - Stockholders' Equity (Details) - Common Stock Warrants (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Common Stock Warrants [Abstract] | ' |
Outstanding at December 31, 2013 | 12,136,865 |
Outstanding at December 31, 2013 | $1.33 |
Issued (see Note 5) | 1,190,250 |
Issued (see Note 5) | $1.75 |
Outstanding at September 30, 2014 | 13,327,115 |
Outstanding at September 30, 2014 | $1.37 |
Note_7_Legal_Proceeding_Detail
Note 7 - Legal Proceeding (Details) (Settled Litigation [Member], USD $) | 1 Months Ended |
Jul. 31, 2014 | |
Settled Litigation [Member] | ' |
Note 7 - Legal Proceeding (Details) [Line Items] | ' |
Litigation Settlement, Amount | ($20,000) |
Note_9_Recent_Commitments_Deta
Note 9 - Recent Commitments (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Still Employed on December 31, 2014 [Member] | ' |
Note 9 - Recent Commitments (Details) [Line Items] | ' |
Retention Bonuses, Contingent Payment | $166,667 |
Still Employed on July 31, 2015 [Member] | ' |
Note 9 - Recent Commitments (Details) [Line Items] | ' |
Additional Retention Bonuses, Contingent Payment | $333,333 |