Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 13, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | MRI INTERVENTIONS, INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | -19 | ||
Entity Common Stock, Shares Outstanding | 74,842,428 | ||
Entity Public Float | $63,348,677 | ||
Amendment Flag | FALSE | ||
Entity Central Index Key | 1285550 | ||
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-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash and cash equivalents | $9,244,006 | $3,516,244 |
Accounts receivable | 468,949 | 770,352 |
Inventory, net | 1,965,039 | 1,477,161 |
Prepaid expenses and other current assets | 29,220 | 174,870 |
Total current assets | 11,707,214 | 5,938,627 |
Property and equipment, net | 482,970 | 903,160 |
Software license inventory | 910,000 | 927,500 |
Other assets | 285,498 | 103,783 |
Total assets | 13,385,682 | 7,873,070 |
Current liabilities: | ||
Accounts payable | 997,090 | 1,376,627 |
Accrued compensation | 323,644 | 210,359 |
Other accrued liabilities | 1,297,712 | 310,317 |
Derivative liabilites | 2,198,162 | 3,747,858 |
Deferred product and service revenues | 102,710 | 106,859 |
Accrued interest | 876,025 | 531,830 |
Senior note payable, net of unamortized discount of $271,306 and $437,261 at December 31, 2014 and December 31, 2013, respectively | 4,018,139 | 3,852,183 |
Commitments and contingencies (Notes 5, 6, 7, 8 , 9, 10, and 11) | ||
Stockholders' deficit: | ||
Common stock, $0.01 par value; 100,000,000 shares authorized; 74,842,428 shares issued and outstanding at December 31, 2014; and 58,536,972 issued and outstanding, at December 31, 2013 | 748,424 | 585,369 |
Additional paid-in capital | 76,428,580 | 65,333,264 |
Accumulated deficit | -77,277,334 | -72,752,602 |
Total stockholders' deficit | -100,330 | -6,833,969 |
Total liabilities and stockholders' deficit | 13,385,682 | 7,873,070 |
2010 Junior Secured Notes Payable [Member] | ||
Current liabilities: | ||
Junior secured notes payable | 316,829 | 232,405 |
2014 Junior Secured Notes Payable [Member] | ||
Current liabilities: | ||
Junior secured notes payable | 3,355,701 | |
Total liabilities | 13,486,012 | 14,707,039 |
Noncurrent Related Party Convertible Notes Payable [Member] | ||
Current liabilities: | ||
Related party convertible notes payable | 4,338,601 | |
Total current liabilities | $4,919,318 | $10,090,621 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Unamortized discount (in Dollars) | $3,323,776 | |
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 | 74,842,428 | 58,536,972 |
Common stock, shares outstanding | 74,842,428 | 58,536,972 |
Note Payable Net [Member] | ||
Unamortized discount (in Dollars) | 271,306 | 437,261 |
2010 Junior Secured Notes Payable [Member] | ||
Unamortized discount (in Dollars) | 2,683,171 | 2,767,595 |
2014 Junior Secured Notes Payable [Member] | ||
Unamortized discount (in Dollars) | $369,299 | |
Junior secured notes payable, interstest rate | 12.00% |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | ||
Product revenues | $3,378,765 | $2,914,774 |
Development service revenues | 103,846 | 283,764 |
Other service revenues | 121,871 | 82,037 |
Related party license revenues | 650,000 | |
Total revenues | 3,604,482 | 3,930,575 |
Cost of product revenues | 1,927,138 | 1,421,148 |
Research and development costs | 3,297,112 | 2,922,912 |
Selling, general, and administrative expenses | 8,039,455 | 7,061,286 |
Gain on sale of intellectual property | -4,338,601 | |
Operating loss | -5,320,622 | -7,474,771 |
Other income (expense): | ||
Gain on change in fair value of deriviative liabilities | 1,549,696 | 1,686,478 |
Gain on forgiveness of amounts in accounts payable | 77,837 | 477,263 |
Loss on note payable modification | -1,356,177 | |
Other income, net | 175,547 | 56,228 |
Interest income | 11,617 | 24,544 |
Interest expense | -1,018,807 | -499,839 |
Net loss | ($4,524,732) | ($7,086,274) |
Net loss per share attributable to common stockholders: | ||
Basic and diluted (in Dollars per share) | ($0.08) | ($0.12) |
Weighted average shares outstanding: | ||
Basic and diluted (in Shares) | 59,240,848 | 57,261,713 |
Statements_of_Stockholders_Def
Statements of Stockholders' Deficit (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Balances, Convertible Preferred Stock Series A, Amount at Dec. 31, 2012 | $484,187 | $58,995,972 | ($1,679,234) | ($65,666,328) | ($7,865,403) |
Balances, Convertible Preferred Stock Series A, Shares (in Shares) at Dec. 31, 2012 | 48,093,000 | ||||
Private Placement, Common Stock, Amount | 92,017 | 6,407,533 | 6,499,550 | ||
Private Placement, Common Stock, Shares (in Shares) | 9,201,684 | ||||
Share-based compensation | 1,458,271 | 1,458,271 | |||
Warrant exercises | 11,278 | 8,347 | 19,625 | ||
Warrant exercises (in Shares) | 1,127,829 | ||||
Issuance of common stock in payment, amount | 1,145 | 139,117 | 140,262 | ||
Issuance of common stock in payment, shares (in Shares) | 114,459 | ||||
Retirement of treasury stock | -3,258 | -1,675,976 | 1,679,234 | ||
Net loss for the year | -7,086,274 | -7,086,274 | |||
Balances, Convertible Preferred Stock Series A, Amount at Dec. 31, 2013 | 585,369 | 65,333,264 | -72,752,602 | -6,833,969 | |
Balances, Convertible Preferred Stock Series A, Shares (in Shares) at Dec. 31, 2013 | 58,536,972 | ||||
Private Placement, Common Stock, Amount | 158,129 | 9,221,751 | 9,379,880 | ||
Private Placement, Common Stock, Shares (in Shares) | 15,812,808 | ||||
Share-based compensation | 880,765 | 880,765 | |||
Issuance of common stock in payment of accounts payable | 1,898 | 260,170 | 262,068 | ||
Issuance of common stock in payment of accounts payable (in Shares) | 189,752 | ||||
Issuance of common stock in payment, amount | 1,403 | 147,988 | 149,391 | ||
Issuance of common stock in payment, shares (in Shares) | 140,396 | ||||
Warrants issued in connection with March 2014 Debt Private Placement | 443,267 | 443,267 | |||
Option exercises | 1,625 | 141,375 | 143,000 | ||
Option exercises (in Shares) | 162,500 | 162,500 | |||
Net loss for the year | -4,524,732 | -4,524,732 | |||
Balances, Convertible Preferred Stock Series A, Amount at Dec. 31, 2014 | $748,424 | $76,428,580 | ($77,277,334) | ($100,330) | |
Balances, Convertible Preferred Stock Series A, Shares (in Shares) at Dec. 31, 2014 | 74,842,428 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($4,524,732) | ($7,086,274) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Depreciation and license amortization | 377,261 | 426,183 |
Share-based compensation | 880,765 | 1,458,271 |
Expenses paid through the issuance of common stock | 411,459 | 140,262 |
Gain on change in fair value of derivative liabilities | -1,549,696 | -1,686,478 |
Gain on negotiated reductions in account payable | -77,837 | -477,263 |
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 | 330,987 | 143,418 |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | 301,403 | -324,920 |
Inventory | -345,988 | -309,551 |
Prepaid expenses and other current assets | 145,650 | -63,997 |
Other assets | -2,550 | |
Accounts payable and accrued expenses | 1,143,175 | -695,343 |
Deferred revenue | -4,149 | -655,866 |
Net cash flows from operating activities | -7,250,303 | -7,777,931 |
Cash flows from investing activities: | ||
Purchases of property and equipment | -48,129 | -74,469 |
Acquisition of license | -100,000 | |
Net cash flows from investing activities | -48,129 | -174,469 |
Cash flows from financing activities: | ||
Proceeds from stock option and warrant exercises | 143,000 | 19,625 |
Net cash flows from financing activities | 13,026,194 | 9,848,639 |
Net change in cash and cash equivalents | 5,727,762 | 1,896,239 |
Cash and cash equivalents, beginning of year | 3,516,244 | 1,620,005 |
Cash and cash equivalents, end of year | 9,244,006 | 3,516,244 |
Cash paid for: | ||
Income taxes | ||
Interest | 223,500 | 11,168 |
Equity Private Placement [Member] | ||
Cash flows from financing activities: | ||
Net proceeds from private placement | 9,379,880 | 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 | 12 Months Ended | ||
Dec. 31, 2014 | |||
Supplemental Cash Flow Elements [Abstract] | |||
Cash Flow, Supplemental Disclosures [Text Block] | NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
● | During the years ended December 31, 2014 and 2013, a net amount of ClearPoint system reusable components with costs of $221,021 and $143,372, respectively, and accumulated depreciation of $96,631 and $115,952, respectively, were transferred from loaned systems to inventory at the net carrying cost. | ||
● | 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. | ||
● | In recording the March 2014 debt private placement transaction, the Company recorded the fair value of the warrants issued to the placement agent, in the amount of $30,210, as a deferred financing cost, and the Company recorded a corresponding amount to additional paid-in capital. In addition, warrants with a relative fair value of $413,057 were issued to investors in the debt private placement transaction (see Note 6). The relative fair value of these warrants was recorded as additional paid-in capital which resulted in a corresponding debt discount. | ||
● | 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. | ||
Note_1_Description_of_the_Busi
Note 1 - Description of the Business and Liquidity | 12 Months Ended | ||
Dec. 31, 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 and 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 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 | |||
For the years ended December 31, 2014 and 2013, the Company incurred net losses of $4,524,732 and $7,086,274, respectively, and the cumulative net loss since the Company’s inception through December 31, 2014 was $77,277,334. The Company believes such losses may continue through at least the year ending December 31, 2015, as the Company continues to commercialize its ClearPoint system and pursue research and development activities. Net cash used in operations was $7,250,303 and $7,777,931 for the years ending December 31, 2014 and 2013, respectively. 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 years ended December 31, 2014 and 2013 were: | |||
● | a December 2014 equity private placement (see Note 7), which resulted in net proceeds of $9,379,880; | ||
● | a March 2014 private offering (see Note 6), which resulted in net proceeds of $3,503,314; and | ||
● | a January 2013 equity private placement (see Note 7), which resulted in net proceeds of $9,829,014. | ||
While the Company expects to continue to use cash in operations, the Company believes its existing cash and cash equivalents at December 31, 2014 of $9,244,006, combined with cash expected to be generated from product sales, will be sufficient to meet its anticipated cash requirements through at least March 31, 2016. | |||
During 2015, the Company expects to increase revenues from sales of ClearPoint system products as a result of greater utilization at existing installed sites and an increase in the number of installed sites. Certain planned expenditures are discretionary and could be deferred if the Company is required to do so to fund critical operations. | |||
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, 2014 | |||||||||||||||||
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, disclosure of contingent assets and liabilities at the date of the consolidated 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 | |||||||||||||||||
Derivative liabilities for warrants represents the fair value of warrants issued in connection with certain private placements of shares of the Company’s common stock (see Note 7). 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 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. | |||||||||||||||||
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 reporting period as gains or losses in the statements of operations unless the derivatives qualify for hedge accounting. At December 31, 2014 and 2013, the Company did not have any derivative instruments that were designated as hedges. | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
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 (see Note 7): | |||||||||||||||||
Quoted Prices in Active Markets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total Fair Value | ||||||||||||||
31-Dec-14 | |||||||||||||||||
Derivative liabilities - warrants | $ | - | $ | - | $ | 2,198,162 | $ | 2,198,162 | |||||||||
31-Dec-13 | |||||||||||||||||
Derivative liabilities - warrants | $ | - | $ | - | $ | 3,747,858 | $ | 3,747,858 | |||||||||
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, based on Level 3 inputs, of the Company’s outstanding notes payable including the related accrued interest at December 31, 2014: | |||||||||||||||||
Estimated | |||||||||||||||||
Carrying Values | Fair Value | ||||||||||||||||
Senior secured note payable, including accrued interest | $ | 4,456,665 | $ | 4,456,665 | |||||||||||||
2014 junior secured notes payable, including accrued interest | 3,475,826 | 3,845,125 | |||||||||||||||
2010 junior secured notes payable, including accrued interest | 754,328 | 2,305,171 | |||||||||||||||
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 certain long-term 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 term 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, 2014 or 2013. | |||||||||||||||||
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 reasonably assured 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. 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. | |||||||||||||||||
-1 | Product Revenues | ||||||||||||||||
Sales of ClearPoint system reusable products: Generally, revenues related to the sale of ClearPoint system reusable products 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, including ClearPoint system 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 on the agreed upon terms 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 on the agreed upon terms 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 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 entered into an agreement to provide development services to a third party. Under the agreement, the Company earned 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 was recognized in the period in which the Company incurred the related costs. | ||||||||||||||||
-4 | Other Service Revenues — Other service revenues are comprised of installation fees, training fees, shipping fees and service fees charged in connection with ClearPoint system installations and ClearPoint service agreements. 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. | ||||||||||||||||
Product Warranties | |||||||||||||||||
The Company’s standard policy is to warrant ClearPoint system reusable products against defects in material or workmanship for one year following installation. The Company’s estimate of costs to service the warranty obligations is based on historical experience and continues to be an immaterial amount. A periodic review of warranty obligations is performed to determine the adequacy of the reserve and adjustments, recorded to cost of product revenues, are made to the estimated warranty liability (included in other accrued liabilities) as appropriate. | |||||||||||||||||
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 consolidated 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 or loss 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, 2014 and 2013, the Company had 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, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock options | 10,343,309 | 7,430,225 | |||||||||||||||
Warrants | 20,759,136 | 12,136,865 | |||||||||||||||
Shares under convertible note agreements | - | 542,325 | |||||||||||||||
31,102,445 | 20,109,415 | ||||||||||||||||
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 Staff Accounting Bulletin 107 (“SAB 107”) issued by the Securities and Exchange Commission (the “SEC”). 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 it has sufficient historical information regarding the volatility of the Company’s own share prices to use as the input for all of its fair value calculations for share-based compensation. 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 equity 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 the OTCQB marketplace 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, 2014, the Company had bank balances in excess of the insured limits of approximately $514,000, most of which was held on deposit to satisfy outstanding checks. | |||||||||||||||||
Accounts receivable at December 31, 2014 and 2013, and all product revenues recognized for the years ended December 31, 2014 and 2013, relate to sales and services to customers located in the United States (“U.S.”) and to one distributor. At December 31, 2014, two customers in the U.S. represented 20% and 17% of the Company’s accounts receivable balance. At December 31, 2013, three customers in the U.S. represented 28%, 18% and 15% of the Company’s accounts receivable balance. No other customer represented more that 8.5% of total accounts receivable at December 31, 2014 or 2013. For the year ended December 31, 2014, sales to one customer represented 10.4% of product revenues. For the year ended December 31, 2013, sales to one customer represented 20% of product revenues. No other single customer represented greater than 9% of product revenues for the years ended December 31, 2014 or 2013. The Company performs 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 | |||||||||||||||||
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 consolidated 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 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 consolidated 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 | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventory Disclosure [Text Block] | 3 | Inventory | |||||||
Inventory consists of the following as of December 31: | |||||||||
2014 | 2013 | ||||||||
Work in process | $ | 899,014 | $ | 673,860 | |||||
Software license inventory | 350,000 | 385,000 | |||||||
Finished goods | 716,025 | 418,301 | |||||||
Inventory included in current assets | 1,965,039 | 1,477,161 | |||||||
Software license inventory | 910,000 | 927,500 | |||||||
$ | 2,875,039 | $ | 2,404,661 | ||||||
Note_4_Property_and_Equipment
Note 4 - Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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: | |||||||||
2014 | 2013 | ||||||||
Equipment | $ | 1,112,377 | $ | 1,081,056 | |||||
Furniture and fixtures | 108,983 | 106,054 | |||||||
Leasehold improvements | 157,236 | 157,236 | |||||||
Computer equipment and software | 148,164 | 134,285 | |||||||
Loaned systems | 699,384 | 920,406 | |||||||
2,226,144 | 2,399,037 | ||||||||
Less accumulated depreciation and amortization | (1,743,174 | ) | (1,495,877 | ) | |||||
Total property and equipment, net | $ | 482,970 | $ | 903,160 | |||||
Depreciation and amortization expense related to property and equipment for the years ended December 31, 2014 and 2013 was $343,929 and $400,516, 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_Sale_of_Intellectual_Pr
Note 5 - Sale of Intellectual Property in Exchange for Cancellation of the Boston Scientific Notes | 12 Months Ended | |
Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions Disclosure [Text Block] | 5 | 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, which were scheduled to mature in 2014, 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 consolidated 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 (the “Pre-existing 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. | ||
Pursuant to one of the Pre-existing Agreements, the Company received a non-refundable licensing fee of $13,000,000 from Boston Scientific 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 reevaluated its estimated remaining period of continuing involvement at each reporting period until all of the revenue that had been deferred was recognized. | ||
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_6_Notes_Payable
Note 6 - Notes Payable | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Debt Disclosure [Abstract] | |||||
Debt Disclosure [Text Block] | 6 | Notes Payable | |||
Senior Note Payable | |||||
The Company had a $2,000,000 secured convertible note (“April 2011 Note”) payable to Brainlab AG (“Brainlab”). 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 Brainlab 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, Brainlab 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 Brainlab entered into a loan modification. As a result of that loan modification, Brainlab 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 secured note to Brainlab (the “Amended Brainlab Note”), which amended the April 2011 Note: (i) to remove the equity conversion feature, such that the Amended Brainlab 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 Brainlab Note completely replaced and superseded the April 2011 Note. The Amended Brainlab Note matures in April 2016, and principal and accrued interest under the Amended Brainlab Note is payable in a single installment upon maturity. The Amended Brainlab Note is secured by a senior security interest in the assets of the Company. | |||||
The Company calculated the fair value of the Amended Brainlab 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 Brainlab Note, with its principal balance of $4,289,444, was $3,745,621. The difference between the fair value of the Amended Brainlab 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 consolidated statement of operations during the year ended December 31, 2013. The $543,823 difference between the principal amount of the Amended Brainlab Note and the fair value of the Amended Brainlab 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 Brainlab Note. | |||||
2010 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 security holders 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 Amended Brainlab Note and the 2014 Secured Notes. 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 in the offering for $158,816. | |||||
2014 Junior Secured 12% Notes Payable | |||||
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, which is discussed below. | |||||
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 life (in years) | 5 | ||||
Under GAAP, 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. | |||||
Scheduled Notes Payable Maturities | |||||
Scheduled principal payments with respect to notes payable is summarized as follows: | |||||
Years ending December 31, | |||||
2015 | $ | - | |||
2016 | 4,289,445 | ||||
2017 | - | ||||
2018 | - | ||||
2019 | 3,725,000 | ||||
Thereafter | 3,000,000 | ||||
Total scheduled principal payments | 11,014,445 | ||||
Less unamortized discounts at December 31, 2014 | (3,323,776 | ) | |||
$ | 7,690,669 | ||||
Note_7_Stockholders_Equity
Note 7 - Stockholders' Equity | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | 7 | Stockholders’ Equity | |||||||||||||||||||||||||||
December 2014 Private Placement | |||||||||||||||||||||||||||||
In December 2014, 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 $0.6435 per unit (the “December 2014 Financing Transaction”). Each unit consisted of one share of common stock and a warrant to purchase 0.4 share of common stock. | |||||||||||||||||||||||||||||
In the December 2014 Financing Transaction, the Company sold to the investors (the “Investors”) 15,812,808 shares of common stock, together with warrants to purchase 6,325,125 shares of common stock (the “Investor Warrants”), for aggregate gross proceeds of $10,175,550, before commissions and offering expenses. One non-employee director of the Company invested $15,000 in the December 2014 Financing Transaction. The Company’s placement agents earned cash commissions of $709,839, and the Company incurred other transaction costs of $85,831 related to the financing. In addition to the cash commission, the Company also issued warrants to the placement agents to purchase 1,106,896 shares of common stock (the “Placement Agent Warrants”). | |||||||||||||||||||||||||||||
The Investor Warrants and the Placement Agent Warrants are exercisable for five years from the date of issuance and have an exercise price of $0.858 per share, subject to adjustment from time to time for stock splits or combinations, stock dividends, stock distributions, recapitalizations and other similar transactions. The Investor Warrants contain a provision permitting the Company to redeem the warrants, to the extent then outstanding as of the redemption date, in the event the closing sale price of the Company’s common stock equals or exceeds twice the exercise price of the Investor Warrants for 20 consecutive trading days. Neither the Investor Warrants nor the Placement Agent Warrants contain any down round exercise price reset provision. Both the Investor Warrants and the Placement Agent Warrants are deemed to be indexed to the Company’s stock, and as such, the Company recorded the $9,379,880 of net proceeds from the December 2014 Financing Transaction as equity. | |||||||||||||||||||||||||||||
At the closing of the December 2014 Financing Transaction, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors. Pursuant to the Registration Rights Agreement, the Company was required to prepare and file a registration statement (the “Registration Statement”) with the SEC under the Securities Act covering the resale of the shares of common stock issued to the Investors under the securities purchase agreement and the shares of common stock underlying the Investor Warrants and the Placement Agent Warrants. The Company filed the Registration Statement on January 13, 2015 and the Registration Statement was declared effective on January 26, 2015. If the Company fails to continuously maintain the effectiveness of the Registration Statement (with certain permitted exceptions), the Company will incur certain liquidated damages to the Investors. The Registration Rights Agreement also contains mutual indemnifications by the Company and each Investor, which the Company believes are customary for transactions of this type. | |||||||||||||||||||||||||||||
In connection with the December 2014 Financing Transaction, the Company entered into derivative restriction agreements with each of its directors and executive officers. Under the derivative restriction agreements, each director and executive officer is prohibited from exercising his or her outstanding options and warrants for shares of common stock until the Company’s certificate of incorporation has been amended to provide a number of authorized shares sufficient to permit the Company to reserve shares of common stock for exercise of such options and warrants. Derivative restriction agreements were entered into with respect to 9,141,250 shares underlying outstanding options and warrants held by the Company’s directors and executive officers. The purpose of the derivative restriction agreements was to ensure a sufficient number of authorized, unissued and unreserved shares of common stock to enable the Company to consummate the December 2014 Financing Transaction. | |||||||||||||||||||||||||||||
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 0.5 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. The Company’s placement agents earned commissions of $1,104,202, and the Company incurred other transaction costs of $133,024 related to the financing. Non-employee directors of the Company invested a total of $402,000 in the January 2013 Financing Transaction. | |||||||||||||||||||||||||||||
The warrants issued in the January 2013 Financing Transaction are exercisable for five years from the date of issuance and had an initial 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. The warrants contain a down round exercise price reset provision stating that, 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, then the exercise price of the warrants will be adjusted downward to the price at which the Company issues the common stock or common stock equivalents. As a result of the December 2014 Financing Transaction, the exercise price of the warrants issued in the January 2013 Financing Transaction has been adjusted to $0.64 per share. | |||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||
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, a down round provision contained in the terms of warrants issued by the Company in a 2012 financing transaction also requires derivative liability accounting treatment for those 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 the warrants are noted below: | |||||||||||||||||||||||||||||
Transaction Date | |||||||||||||||||||||||||||||
December 31, | Jan-13 | ||||||||||||||||||||||||||||
2014 | 2013 | Financing | |||||||||||||||||||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||||||||||||||||||
Expected volatility | 39.3% - 100.0% | 40.4% - 100.0% | 47.1% - 100.0% | ||||||||||||||||||||||||||
Risk free interest rates | 0.67% - 1.12% | 1.01% - 1.27% | 0.91% | ||||||||||||||||||||||||||
Expected remaining term (in years) | 2.51 to 3.07 | 3.51 to 4.07 | 5 | ||||||||||||||||||||||||||
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 derivative liabilities are reflected below: | |||||||||||||||||||||||||||||
Balance at January 1, 2013 | $ | 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 | ||||||||||||||||||||||||||||
Gain on change in fair value | (1,549,696 | ) | |||||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 2,198,162 | |||||||||||||||||||||||||||
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 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 1,038,167 shares were outstanding as of December 31, 2014. Thus, awards as to 211,833 shares remained available for grants under the 2013 Plan as of December 31, 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 December 31, 2014, awards for 295,000 shares had been issued under the Director Plan. Therefore, 275,000 shares remained available for awards under the Director Plan as of December 31, 2014. | |||||||||||||||||||||||||||||
Activity with respect to stock options issued by the Company is summarized as follows: | |||||||||||||||||||||||||||||
Options Outstanding | Options Exercisable (1) | Range of | Weighted-average Exercise price per share | Intrinsic | |||||||||||||||||||||||||
Exercise Prices | Value(2) | ||||||||||||||||||||||||||||
Balance at January 1, 2013 | 6,432,127 | $ | 0.88 | - | $ | 9.64 | $ | 1.58 | $ | 1,846,040 | |||||||||||||||||||
Exercisable at January 1, 2013 | 2,386,909 | 0.88 | - | 9.64 | 2.13 | 205,000 | |||||||||||||||||||||||
Granted (3) | 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 | |||||||||||||||||||||||
Granted (3) | 3,284,500 | 0.8 | - | 1.46 | 1.09 | ||||||||||||||||||||||||
Exercised | (162,500 | ) | 0.88 | - | 0.88 | 0.88 | |||||||||||||||||||||||
Cancelled or forfeited | (208,916 | ) | 0.88 | - | 9.64 | 1.42 | |||||||||||||||||||||||
Outstanding at December 31, 2014 | 10,343,309 | 0.8 | - | 9.64 | 1.36 | 4,800 | |||||||||||||||||||||||
Exercisable at December 31, 2014 | 5,627,505 | 1 | - | 9.64 | 1.56 | 600 | |||||||||||||||||||||||
-1 | Certain of these options are subject to the derivative restriction agreements entered into by the Company’s directors and executive officers. | ||||||||||||||||||||||||||||
-2 | 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. | ||||||||||||||||||||||||||||
-3 | All options granted during the years ended December 31, 2013 and 2014 were granted with exercise prices which were deemed to be equal to 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 fair market value on the date of grant. | ||||||||||||||||||||||||||||
The following table summarizes information about stock options at December 31, 2014 (contractual life expressed in years): | |||||||||||||||||||||||||||||
Options Outstanding | Options Exercisable (1) | ||||||||||||||||||||||||||||
Range of Exercise Prices | Number Outstanding | Weighted - Average Remaining Contractual Life | Weighted - Average Exercise | Number Exercisable | Weighted - Average Remaining Contractual Life | Weighted - Average Exercise | |||||||||||||||||||||||
Price | Price | ||||||||||||||||||||||||||||
$0.80 | - | $1.13 | 5,997,567 | 8.37 | $ | 1.05 | 2,055,433 | 6.71 | $ | 1.01 | |||||||||||||||||||
1.16 | - | 2.13 | 4,252,117 | 7.37 | 1.7 | 3,478,447 | 6.76 | 1.76 | |||||||||||||||||||||
3.2 | - | 9.64 | 93,625 | 3.14 | 6.04 | 93,625 | 3.14 | 6.04 | |||||||||||||||||||||
10,343,309 | 7.91 | 1.36 | 5,627,505 | 6.68 | 1.56 | ||||||||||||||||||||||||
-1 | Certain of these options are subject to the derivative restriction agreements entered into by the Company’s directors and executive officers. | ||||||||||||||||||||||||||||
The weighted average grant date fair value of options granted during the years ended December 31, 2013 and 2014 was $0.63 and $0.54, respectively. A summary of the status of the Company’s nonvested stock options during the years ended December 31, 2013 and 2014 is presented below: | |||||||||||||||||||||||||||||
Nonvested Stock Options | Shares | Weighted - Average Grant Date Fair Value | |||||||||||||||||||||||||||
Nonvested January 1, 2013 | 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 | |||||||||||||||||||||||||||
Granted | 3,284,500 | 0.54 | |||||||||||||||||||||||||||
Forfeited | (46,416 | ) | 0.58 | ||||||||||||||||||||||||||
Vested | (1,536,213 | ) | 0.5 | ||||||||||||||||||||||||||
Nonvested December 31, 2014 | 4,715,804 | 0.54 | |||||||||||||||||||||||||||
As of December 31, 2014, there was a total of approximately $2,045,000 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 2.3 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 during the: | |||||||||||||||||||||||||||||
Years Ended December 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Dividend yield | 0% | 0% | |||||||||||||||||||||||||||
Expected Volatility | 49.4% to 51.8% | 43.4% to 46.0% | |||||||||||||||||||||||||||
Risk free Interest rates | 1.73% to 2.71% | 0.92% to 2.10% | |||||||||||||||||||||||||||
Expected lives (in years) | 5.5 - 6.0 | 5.0 - 6.0 | |||||||||||||||||||||||||||
Warrants | |||||||||||||||||||||||||||||
Outstanding warrants relate primarily to warrants issued in connection with financings. Warrants have been issued for terms of up to five years. Common stock warrants issued, expired and outstanding during the years ended December 31, 2013 and 2014 are as follows: | |||||||||||||||||||||||||||||
Shares | Weighted - Average Exercise Price | ||||||||||||||||||||||||||||
Outstanding at January 1, 2013 | 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 | |||||||||||||||||||||||||||
Issued | 8,622,271 | 0.98 | |||||||||||||||||||||||||||
Outstanding at December 31, 2014 | 20,759,136 | 0.91 | (1) | ||||||||||||||||||||||||||
-1 | This weighted-average exercise price reflects the impact of warrant exercise price adjustments triggered by the December 2014 private placement. | ||||||||||||||||||||||||||||
The following table summarizes information about outstanding warrants at December 31, 2014 (contractual life expressed in years): | |||||||||||||||||||||||||||||
Exercise | Number Outstanding | Weighted - Average Remaining Contractual Life | Intrinsic | ||||||||||||||||||||||||||
Price | Value (1) | ||||||||||||||||||||||||||||
$ | 0.6 | 458,977 | 3.14 | $ | 105,565 | ||||||||||||||||||||||||
0.64 | 4,600,842 | 2.16 | 874,160 | ||||||||||||||||||||||||||
0.75 | 2,577,750 | 2.11 | 206,220 | ||||||||||||||||||||||||||
0.86 | 7,432,021 | 4.98 | - | ||||||||||||||||||||||||||
0.97 | 343,578 | 2.5 | - | ||||||||||||||||||||||||||
1 | 1,360,000 | 2.35 | - | ||||||||||||||||||||||||||
1.19 | 2,727,274 | 2.5 | - | ||||||||||||||||||||||||||
1.75 | 1,233,250 | 4.23 | - | ||||||||||||||||||||||||||
8 | 25,444 | 0.24 | - | ||||||||||||||||||||||||||
20,759,136 | 3.37 | $ | 1,185,945 | ||||||||||||||||||||||||||
(1) | Intrinsic value is calculated as the estimated fair value of the Company's stock at December 31, 2014 less the warrant exercise price of in-the-money warrants. | ||||||||||||||||||||||||||||
Note_8_Income_Taxes
Note 8 - Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Disclosure [Text Block] | 8 | Income Taxes | |||||||
The Company had no income tax expense for the years ended December 31, 2014 and 2013. 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. For the years ended December 31, 2014 and 2013, the valuation allowance increased by $1,247,481 and $3,022,506, respectively. | |||||||||
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, | |||||||||
2014 | 2013 | ||||||||
Deferred income tax assets (liabilities): | |||||||||
Property and equipment | $ | (79,190 | ) | $ | (153,864 | ) | |||
Deferred revenue | 38,989 | 40,564 | |||||||
Accrued expenses | 50,613 | 223,022 | |||||||
Share based compensation related | 1,738,280 | 1,554,048 | |||||||
Other | 334,217 | 208,266 | |||||||
Net operating loss carryforwards | 24,125,719 | 23,089,111 | |||||||
26,208,628 | 24,961,147 | ||||||||
Less valuation allowance | (26,208,628 | ) | (24,961,147 | ) | |||||
$ | - | $ | - | ||||||
The Company had a cumulative federal net operating loss of approximately $63,000,000 as of December 31, 2014, 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 consolidated financial statements. The Company’s income tax returns after 2010 remain open for examination. |
Note_9_Commitments
Note 9 - Commitments | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies Disclosure [Text Block] | 9 | Commitments | |||
Leases | |||||
The Company leases office space in Tennessee and California under non-cancellable operating leases. The leases expire in 2015. At December 31, 2014, future minimum lease payments under non-cancellable operating leases were $117,638. | |||||
Rent expense under all operating leases was approximately $166,000 and $149,000 for the years ended December 31, 2014 and 2013, respectively | |||||
Licenses | |||||
Certain license arrangements require minimum royalty payments. As of December 31, 2014, future minimum payments under these arrangements are as follows: | |||||
Years ending December 31, | |||||
2015 | $ | 100,000 | |||
2016 | 105,000 | ||||
2017 | 115,000 | ||||
2018 | 95,000 | ||||
2019 | 95,000 | ||||
Thereafter | 795,000 | ||||
Total minium payments | $ | 1,305,000 | |||
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 payments. 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 | |||||
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, plans to develop the commercial version of the research software platform created by Siemens under the Original Siemens Agreement. In addition, under the New Siemens Agreement, Siemens developed 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 paid Siemens to perform the development work for the Host Features. The Host Features, which are 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. At December 31, 2014, all amounts required to be paid by the Company to Siemens for software development under the New Siemens Agreement had been expensed. | |||||
Technical Service and Training Agreements | |||||
The Company entered into technical service and training service agreements with a university whereby the Company committed to pay for certain services to be provided. Under the agreements, the Company is obligated to make payments totaling approximately $87,000 during 2015. No payment obligation exists under the agreements beyond 2015. | |||||
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 commitment by the Company. | |||||
In July 2013, the Company and Merge entered into an 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. The portion of the licenses purchased by the Company that is 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. | |||||
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, 2014, the participation interest was 2.5%. The plan will terminate in June 2025. | |||||
Employment Agreements | |||||
The Company has employment agreements (each, an “Employment Agreement,” and collectively, the “Employment Agreements”) with seven executive officers (each, an “Executive”). Among other provisions customary for agreements of this nature, the Employment Agreements provide for severance in the event the Company terminates the Executive’s employment without cause. Likewise, the Employment Agreements provide for certain payments in connection with a change of control transaction and a termination of employment following a change of control transaction. The Employment Agreements for two of the Executives provide for a retention bonus in the amount of $166,667 to be paid to each of the two Executives if such Executive is still employed by the Company on July 31, 2015. The retention bonus is payable on the earlier of July 31, 2015 or the date on which the Executive’s employment is terminated without cause. | |||||
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. One of the Participants in the Key Personnel Incentive Program was previously a non-employee director of the Company. |
Note_10_Legal_Proceeding
Note 10 - Legal Proceeding | 12 Months Ended | |
Dec. 31, 2014 | ||
Disclosure Text Block Supplement [Abstract] | ||
Legal Matters and Contingencies [Text Block] | 10 | 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_11_Subsequent_Events
Note 11 - Subsequent Events | 12 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
Subsequent Events [Text Block] | 11 | Subsequent Events |
Restructuring | ||
In March 2015, the Company announced that it will consolidate all major business functions into its Irvine, California office. In connection with this consolidation, the Company will close its Memphis, Tennessee office in May of this year. The Company will not retain any of its Memphis-based employees. A total of seven employees will be impacted by the consolidation, including three current executive officers of the Company. In addition to the retention bonuses described in Note 9 that the Company will pay upon termination of the two applicable executive officers, the Company expects to incur approximately $450,000 of costs, consisting of severance and other related compensation, related payroll taxes, and certain office closure costs. Most of these costs are expected to be recorded to expense during the first quarter of 2015 and paid during the second quarter of 2015. | ||
In connection with the consolidation, the Company entered into an employment agreement in March 2015 to hire a new chief financial officer. Under the terms of this employment agreement, the Company will grant an option to purchase 450,000 shares of the Company’s common stock on the date employment begins. In addition, upon each of the first and second anniversaries of the start date, the new chief financial officer will receive additional stock options to purchase 150,000 shares of the Company’s common stock. The exercise price of such options will be equal to the fair market value of the Company’s common stock on the date of grant. The stock options will vest and become exercisable in three equal annual installments, conditioned on continued employment. | ||
Lease Extension | ||
In March 2015, the Company’s lease agreement for its Irvine, California facility was amended to extend the term by three years. The term of the lease agreement was previously scheduled to end in September 2015. Lease payments for the term of the three year extension total approximately $275,000. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
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, disclosure of contingent assets and liabilities at the date of the consolidated 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 | ||||||||||||||||
Derivative liabilities for warrants represents the fair value of warrants issued in connection with certain private placements of shares of the Company’s common stock (see Note 7). 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 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. | |||||||||||||||||
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 reporting period as gains or losses in the statements of operations unless the derivatives qualify for hedge accounting. At December 31, 2014 and 2013, the Company did not have any derivative instruments that were designated as hedges. | |||||||||||||||||
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements | ||||||||||||||||
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 (see Note 7): | |||||||||||||||||
Quoted Prices in Active Markets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total Fair Value | ||||||||||||||
31-Dec-14 | |||||||||||||||||
Derivative liabilities - warrants | $ | - | $ | - | $ | 2,198,162 | $ | 2,198,162 | |||||||||
31-Dec-13 | |||||||||||||||||
Derivative liabilities - warrants | $ | - | $ | - | $ | 3,747,858 | $ | 3,747,858 | |||||||||
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, based on Level 3 inputs, of the Company’s outstanding notes payable including the related accrued interest at December 31, 2014: | |||||||||||||||||
Estimated | |||||||||||||||||
Carrying Values | Fair Value | ||||||||||||||||
Senior secured note payable, including accrued interest | $ | 4,456,665 | $ | 4,456,665 | |||||||||||||
2014 junior secured notes payable, including accrued interest | 3,475,826 | 3,845,125 | |||||||||||||||
2010 junior secured notes payable, including accrued interest | 754,328 | 2,305,171 | |||||||||||||||
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 certain long-term 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 term 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, 2014 or 2013. | |||||||||||||||||
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 reasonably assured 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. 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. | |||||||||||||||||
-1 | Product Revenues | ||||||||||||||||
Sales of ClearPoint system reusable products: Generally, revenues related to the sale of ClearPoint system reusable products 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, including ClearPoint system 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 on the agreed upon terms 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 on the agreed upon terms 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 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 entered into an agreement to provide development services to a third party. Under the agreement, the Company earned 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 was recognized in the period in which the Company incurred the related costs. | ||||||||||||||||
-4 | Other Service Revenues — Other service revenues are comprised of installation fees, training fees, shipping fees and service fees charged in connection with ClearPoint system installations and ClearPoint service agreements. 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. | ||||||||||||||||
Standard Product Warranty, Policy [Policy Text Block] | Product Warranties | ||||||||||||||||
The Company’s standard policy is to warrant ClearPoint system reusable products against defects in material or workmanship for one year following installation. The Company’s estimate of costs to service the warranty obligations is based on historical experience and continues to be an immaterial amount. A periodic review of warranty obligations is performed to determine the adequacy of the reserve and adjustments, recorded to cost of product revenues, are made to the estimated warranty liability (included in other accrued liabilities) as appropriate. | |||||||||||||||||
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 consolidated 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 or loss 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, 2014 and 2013, the Company had 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, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock options | 10,343,309 | 7,430,225 | |||||||||||||||
Warrants | 20,759,136 | 12,136,865 | |||||||||||||||
Shares under convertible note agreements | - | 542,325 | |||||||||||||||
31,102,445 | 20,109,415 | ||||||||||||||||
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 Staff Accounting Bulletin 107 (“SAB 107”) issued by the Securities and Exchange Commission (the “SEC”). 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 it has sufficient historical information regarding the volatility of the Company’s own share prices to use as the input for all of its fair value calculations for share-based compensation. 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 equity 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 the OTCQB marketplace 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, 2014, the Company had bank balances in excess of the insured limits of approximately $514,000, most of which was held on deposit to satisfy outstanding checks. | |||||||||||||||||
Accounts receivable at December 31, 2014 and 2013, and all product revenues recognized for the years ended December 31, 2014 and 2013, relate to sales and services to customers located in the United States (“U.S.”) and to one distributor. At December 31, 2014, two customers in the U.S. represented 20% and 17% of the Company’s accounts receivable balance. At December 31, 2013, three customers in the U.S. represented 28%, 18% and 15% of the Company’s accounts receivable balance. No other customer represented more that 8.5% of total accounts receivable at December 31, 2014 or 2013. For the year ended December 31, 2014, sales to one customer represented 10.4% of product revenues. For the year ended December 31, 2013, sales to one customer represented 20% of product revenues. No other single customer represented greater than 9% of product revenues for the years ended December 31, 2014 or 2013. The Company performs 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 | ||||||||||||||||
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 consolidated 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 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 consolidated results of operations or financial position. The Company is currently evaluating the impact of this update on future disclosures concerning its liquidity position. |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Quoted Prices in Active Markets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | Total Fair Value | |||||||||||||
31-Dec-14 | |||||||||||||||||
Derivative liabilities - warrants | $ | - | $ | - | $ | 2,198,162 | $ | 2,198,162 | |||||||||
31-Dec-13 | |||||||||||||||||
Derivative liabilities - warrants | $ | - | $ | - | $ | 3,747,858 | $ | 3,747,858 | |||||||||
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block] | Estimated | ||||||||||||||||
Carrying Values | Fair Value | ||||||||||||||||
Senior secured note payable, including accrued interest | $ | 4,456,665 | $ | 4,456,665 | |||||||||||||
2014 junior secured notes payable, including accrued interest | 3,475,826 | 3,845,125 | |||||||||||||||
2010 junior secured notes payable, including accrued interest | 754,328 | 2,305,171 | |||||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | As of December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock options | 10,343,309 | 7,430,225 | |||||||||||||||
Warrants | 20,759,136 | 12,136,865 | |||||||||||||||
Shares under convertible note agreements | - | 542,325 | |||||||||||||||
31,102,445 | 20,109,415 |
Note_3_Inventory_Tables
Note 3 - Inventory (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Schedule of Inventory, Current [Table Text Block] | 2014 | 2013 | |||||||
Work in process | $ | 899,014 | $ | 673,860 | |||||
Software license inventory | 350,000 | 385,000 | |||||||
Finished goods | 716,025 | 418,301 | |||||||
Inventory included in current assets | 1,965,039 | 1,477,161 | |||||||
Software license inventory | 910,000 | 927,500 | |||||||
$ | 2,875,039 | $ | 2,404,661 |
Note_4_Property_and_Equipment_
Note 4 - Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property, Plant and Equipment [Table Text Block] | 2014 | 2013 | |||||||
Equipment | $ | 1,112,377 | $ | 1,081,056 | |||||
Furniture and fixtures | 108,983 | 106,054 | |||||||
Leasehold improvements | 157,236 | 157,236 | |||||||
Computer equipment and software | 148,164 | 134,285 | |||||||
Loaned systems | 699,384 | 920,406 | |||||||
2,226,144 | 2,399,037 | ||||||||
Less accumulated depreciation and amortization | (1,743,174 | ) | (1,495,877 | ) | |||||
Total property and equipment, net | $ | 482,970 | $ | 903,160 |
Note_6_Notes_Payable_Tables
Note 6 - Notes Payable (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Note 6 - Notes Payable (Tables) [Line Items] | |||||
Schedule of Maturities of Long-term Debt [Table Text Block] | Years ending December 31, | ||||
2015 | $ | - | |||
2016 | 4,289,445 | ||||
2017 | - | ||||
2018 | - | ||||
2019 | 3,725,000 | ||||
Thereafter | 3,000,000 | ||||
Total scheduled principal payments | 11,014,445 | ||||
Less unamortized discounts at December 31, 2014 | (3,323,776 | ) | |||
$ | 7,690,669 | ||||
Common Stock Warrants Issued to Directors [Member] | |||||
Note 6 - Notes Payable (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 life (in years) | 5 |
Note_7_Stockholders_Equity_Tab
Note 7 - Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Note 7 - Stockholders' Equity (Tables) [Line Items] | |||||||||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | Balance at January 1, 2013 | $ | 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 | ||||||||||||||||||||||||||||
Gain on change in fair value | (1,549,696 | ) | |||||||||||||||||||||||||||
Balance at December 31, 2014 | $ | 2,198,162 | |||||||||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options Outstanding | Options Exercisable (1) | Range of | Weighted-average Exercise price per share | Intrinsic | ||||||||||||||||||||||||
Exercise Prices | Value(2) | ||||||||||||||||||||||||||||
Balance at January 1, 2013 | 6,432,127 | $ | 0.88 | - | $ | 9.64 | $ | 1.58 | $ | 1,846,040 | |||||||||||||||||||
Exercisable at January 1, 2013 | 2,386,909 | 0.88 | - | 9.64 | 2.13 | 205,000 | |||||||||||||||||||||||
Granted (3) | 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 | |||||||||||||||||||||||
Granted (3) | 3,284,500 | 0.8 | - | 1.46 | 1.09 | ||||||||||||||||||||||||
Exercised | (162,500 | ) | 0.88 | - | 0.88 | 0.88 | |||||||||||||||||||||||
Cancelled or forfeited | (208,916 | ) | 0.88 | - | 9.64 | 1.42 | |||||||||||||||||||||||
Outstanding at December 31, 2014 | 10,343,309 | 0.8 | - | 9.64 | 1.36 | 4,800 | |||||||||||||||||||||||
Exercisable at December 31, 2014 | 5,627,505 | 1 | - | 9.64 | 1.56 | 600 | |||||||||||||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Options Outstanding | Options Exercisable (1) | |||||||||||||||||||||||||||
Range of Exercise Prices | Number Outstanding | Weighted - Average Remaining Contractual Life | Weighted - Average Exercise | Number Exercisable | Weighted - Average Remaining Contractual Life | Weighted - Average Exercise | |||||||||||||||||||||||
Price | Price | ||||||||||||||||||||||||||||
$0.80 | - | $1.13 | 5,997,567 | 8.37 | $ | 1.05 | 2,055,433 | 6.71 | $ | 1.01 | |||||||||||||||||||
1.16 | - | 2.13 | 4,252,117 | 7.37 | 1.7 | 3,478,447 | 6.76 | 1.76 | |||||||||||||||||||||
3.2 | - | 9.64 | 93,625 | 3.14 | 6.04 | 93,625 | 3.14 | 6.04 | |||||||||||||||||||||
10,343,309 | 7.91 | 1.36 | 5,627,505 | 6.68 | 1.56 | ||||||||||||||||||||||||
Schedule of Nonvested Share Activity [Table Text Block] | Nonvested Stock Options | Shares | Weighted - Average Grant Date Fair Value | ||||||||||||||||||||||||||
Nonvested January 1, 2013 | 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 | |||||||||||||||||||||||||||
Granted | 3,284,500 | 0.54 | |||||||||||||||||||||||||||
Forfeited | (46,416 | ) | 0.58 | ||||||||||||||||||||||||||
Vested | (1,536,213 | ) | 0.5 | ||||||||||||||||||||||||||
Nonvested December 31, 2014 | 4,715,804 | 0.54 | |||||||||||||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Years Ended December 31, | ||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Dividend yield | 0% | 0% | |||||||||||||||||||||||||||
Expected Volatility | 49.4% to 51.8% | 43.4% to 46.0% | |||||||||||||||||||||||||||
Risk free Interest rates | 1.73% to 2.71% | 0.92% to 2.10% | |||||||||||||||||||||||||||
Expected lives (in years) | 5.5 - 6.0 | 5.0 - 6.0 | |||||||||||||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Shares | Weighted - Average Exercise Price | |||||||||||||||||||||||||||
Outstanding at January 1, 2013 | 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 | |||||||||||||||||||||||||||
Issued | 8,622,271 | 0.98 | |||||||||||||||||||||||||||
Outstanding at December 31, 2014 | 20,759,136 | 0.91 | (1) | ||||||||||||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants Outstanding [Table Text Block] | Exercise | Number Outstanding | Weighted - Average Remaining Contractual Life | Intrinsic | |||||||||||||||||||||||||
Price | Value (1) | ||||||||||||||||||||||||||||
$ | 0.6 | 458,977 | 3.14 | $ | 105,565 | ||||||||||||||||||||||||
0.64 | 4,600,842 | 2.16 | 874,160 | ||||||||||||||||||||||||||
0.75 | 2,577,750 | 2.11 | 206,220 | ||||||||||||||||||||||||||
0.86 | 7,432,021 | 4.98 | - | ||||||||||||||||||||||||||
0.97 | 343,578 | 2.5 | - | ||||||||||||||||||||||||||
1 | 1,360,000 | 2.35 | - | ||||||||||||||||||||||||||
1.19 | 2,727,274 | 2.5 | - | ||||||||||||||||||||||||||
1.75 | 1,233,250 | 4.23 | - | ||||||||||||||||||||||||||
8 | 25,444 | 0.24 | - | ||||||||||||||||||||||||||
20,759,136 | 3.37 | $ | 1,185,945 | ||||||||||||||||||||||||||
Common Stock Warrants Issued in Private Placement [Member] | |||||||||||||||||||||||||||||
Note 7 - Stockholders' Equity (Tables) [Line Items] | |||||||||||||||||||||||||||||
Assumptions Used in Calculating Fair Value of Warrants Issued [Table Text Block] | Transaction Date | ||||||||||||||||||||||||||||
December 31, | Jan-13 | ||||||||||||||||||||||||||||
2014 | 2013 | Financing | |||||||||||||||||||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||||||||||||||||||
Expected volatility | 39.3% - 100.0% | 40.4% - 100.0% | 47.1% - 100.0% | ||||||||||||||||||||||||||
Risk free interest rates | 0.67% - 1.12% | 1.01% - 1.27% | 0.91% | ||||||||||||||||||||||||||
Expected remaining term (in years) | 2.51 to 3.07 | 3.51 to 4.07 | 5 |
Note_8_Income_Taxes_Tables
Note 8 - Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | As of December 31, | ||||||||
2014 | 2013 | ||||||||
Deferred income tax assets (liabilities): | |||||||||
Property and equipment | $ | (79,190 | ) | $ | (153,864 | ) | |||
Deferred revenue | 38,989 | 40,564 | |||||||
Accrued expenses | 50,613 | 223,022 | |||||||
Share based compensation related | 1,738,280 | 1,554,048 | |||||||
Other | 334,217 | 208,266 | |||||||
Net operating loss carryforwards | 24,125,719 | 23,089,111 | |||||||
26,208,628 | 24,961,147 | ||||||||
Less valuation allowance | (26,208,628 | ) | (24,961,147 | ) | |||||
$ | - | $ | - |
Note_9_Commitments_Tables
Note 9 - Commitments (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Royalty Payments [Table Text Block] | Years ending December 31, | ||||
2015 | $ | 100,000 | |||
2016 | 105,000 | ||||
2017 | 115,000 | ||||
2018 | 95,000 | ||||
2019 | 95,000 | ||||
Thereafter | 795,000 | ||||
Total minium payments | $ | 1,305,000 |
NonCash_Investing_and_Financin1
Non-Cash Investing and Financing Transactions (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 06, 2013 | Mar. 31, 2013 | Jan. 31, 2013 | |
Non-Cash Investing and Financing Transactions (Details) [Line Items] | ||||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $1,743,174 | $1,495,877 | ||||
Deferred Finance Costs, Net | 30,210 | |||||
Deferred Offering Costs | 24,219 | |||||
Warrant [Member] | ||||||
Non-Cash Investing and Financing Transactions (Details) [Line Items] | ||||||
Derivative, Fair Value, Net | 413,057 | |||||
ClearPoint Reusable Components [Member] | ||||||
Non-Cash Investing and Financing Transactions (Details) [Line Items] | ||||||
Transfer from Loaned Systems to Inventory | 221,021 | 143,372 | ||||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 96,631 | 115,952 | ||||
Boston Scientific Notes [Member] | ||||||
Non-Cash Investing and Financing Transactions (Details) [Line Items] | ||||||
Notes Payable Cancelled, Principal Amount | 4,338,601 | |||||
April 2011 Note [Member] | ||||||
Non-Cash Investing and Financing Transactions (Details) [Line Items] | ||||||
Accrued Interest Added to Principal Balance of a Note Payable | 389,444 | 389,444 | ||||
Increase in Principal Balance of Note Payable | $1,900,000 | $1,900,000 |
Note_1_Description_of_the_Busi1
Note 1 - Description of the Business and Liquidity (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2014 | Mar. 31, 2014 | Jan. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure Text Block [Abstract] | ||||||
Net Income (Loss) Attributable to Parent | ($4,524,732) | ($7,086,274) | ||||
Retained Earnings (Accumulated Deficit) | -77,277,334 | -77,277,334 | -72,752,602 | |||
Net Cash Provided by (Used in) Operating Activities | -7,250,303 | -7,777,931 | ||||
Proceeds from Issuance of Private Placement | 9,379,880 | 3,503,314 | 9,829,014 | |||
Cash and Cash Equivalents, at Carrying Value | $9,244,006 | $9,244,006 | $3,516,244 | $1,620,005 |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Impairment of Long-Lived Assets Held-for-use (in Dollars) | $0 | $0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued (in Dollars) | 0 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |
Cash, Uninsured Amount (in Dollars) | $514,000 | |
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration Risk, Percentage | 20.00% | 28.00% |
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration Risk, Percentage | 17.00% | 18.00% |
Customer C [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Concentration Risk, Percentage | 15.00% | |
Other Customers with Total Accounts Receivable Over Threshold [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of Major Customers | 0 | 0 |
Concentration Risk, Percentage | 8.50% | 8.50% |
Other Customers with Total Product Revenues Over Threshold [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of Major Customers | 0 | 0 |
Concentration Risk, Percentage | 9.00% | 9.00% |
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% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of Major Customers | 2 | 3 |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ||
Number of Major Customers | 1 | 1 |
Concentration Risk, Percentage | 10.40% | 20.00% |
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) - Financial Assets and Liabilities at Fair Value on a Recurring Basis (Warrant [Member], Fair Value, Measurements, Recurring [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Note 2 - Summary of Significant Accounting Policies (Details) - Financial Assets and Liabilities at Fair Value on a Recurring Basis [Line Items] | ||
Derivative liability | $2,198,162 | $3,747,858 |
Fair Value, Inputs, Level 1 [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) - Financial Assets and Liabilities at Fair Value on a Recurring Basis [Line Items] | ||
Derivative liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Note 2 - Summary of Significant Accounting Policies (Details) - Financial Assets and Liabilities at Fair Value on a Recurring Basis [Line Items] | ||
Derivative liability | ||
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 | $2,198,162 | $3,747,858 |
Note_2_Summary_of_Significant_4
Note 2 - Summary of Significant Accounting Policies (Details) - Carrying Values and Estimated Fair Values of Outstanding Notes (USD $) | Dec. 31, 2014 |
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 Values | $4,456,665 |
Estimated Fair Value | 4,456,665 |
Convertible Note Payable [Member] | |
Note 2 - Summary of Significant Accounting Policies (Details) - Carrying Values and Estimated Fair Values of Outstanding Notes [Line Items] | |
Carrying Values | 3,475,826 |
Estimated Fair Value | 3,845,125 |
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 Values | 754,328 |
Estimated Fair Value | $2,305,171 |
Note_2_Summary_of_Significant_5
Note 2 - Summary of Significant Accounting Policies (Details) - Anti-dilutive Securities | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 31,102,445 | 20,109,415 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 10,343,309 | 7,430,225 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 20,759,136 | 12,136,865 |
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 $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory [Abstract] | ||
Work in process | $899,014 | $673,860 |
Software license inventory | 350,000 | 385,000 |
Finished goods | 716,025 | 418,301 |
Inventory included in current assets | 1,965,039 | 1,477,161 |
Software license inventory | 910,000 | 927,500 |
$2,875,039 | $2,404,661 |
Note_4_Property_and_Equipment_1
Note 4 - Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Depletion and Amortization, Nonproduction | $343,929 | $400,516 |
Note_4_Property_and_Equipment_2
Note 4 - Property and Equipment (Details) - Property and equipment (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $2,226,144 | $2,399,037 |
2,226,144 | 2,399,037 | |
Less accumulated depreciation and amortization | -1,743,174 | -1,495,877 |
Total property and equipment, net | 482,970 | 903,160 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 1,112,377 | 1,081,056 |
1,112,377 | 1,081,056 | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 108,983 | 106,054 |
108,983 | 106,054 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 157,236 | 157,236 |
157,236 | 157,236 | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 148,164 | 134,285 |
148,164 | 134,285 | |
Loaned Systems [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 699,384 | 920,406 |
$699,384 | $920,406 |
Note_5_Sale_of_Intellectual_Pr1
Note 5 - Sale of Intellectual Property in Exchange for Cancellation of the Boston Scientific Notes (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2008 | Mar. 31, 2014 | |
Note 5 - Sale of Intellectual Property in Exchange for Cancellation of the Boston Scientific Notes (Details) [Line Items] | ||||
Number of Convertible Notes Payable Cancelled | 3 | |||
Revenue from Related Parties | $650,000 | |||
BSC Cardiac Agreement [Member] | ||||
Note 5 - Sale of Intellectual Property in Exchange for Cancellation of the Boston Scientific Notes (Details) [Line Items] | ||||
Revenue from Related Parties | 13,000,000 | |||
Related Party Transaction Deferred Revenue Recognition Period | 5 years | |||
Boston Scientific Notes [Member] | ||||
Note 5 - 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 |
Note_6_Notes_Payable_Details
Note 6 - Notes Payable (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||
Dec. 31, 2014 | Mar. 31, 2014 | Jan. 31, 2013 | Nov. 30, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 06, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 06, 2014 | Apr. 30, 2011 | |||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $3,000,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ||||||||||||
Other Nonoperating Expense | 1,356,177 | ||||||||||||
Debt Instrument, Unamortized Discount | 3,323,776 | 2,775,300 | 3,323,776 | ||||||||||
Units Issued During Period (in Shares) | 10,714,286 | ||||||||||||
Proceeds from Issuance or Sale of Equity | 3,000,000 | ||||||||||||
Units Shares of Common Stock Per Unit | 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 | 9,379,880 | 6,499,550 | ||||||||||
Debt Instrument Maturity | 10 years | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in Shares) | 0.4 | 0.5 | 0.4 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $0.91 | [1] | $1.20 | $0.91 | [1] | $1.33 | $0.95 | ||||||
Proceeds from Issuance of Private Placement | 9,379,880 | 3,503,314 | 9,829,014 | ||||||||||
Payments for Commissions | 709,839 | ||||||||||||
Deferred Finance Costs, Net | 30,210 | ||||||||||||
Issued to Placement Agents and Subagents [Member] | |||||||||||||
Note 6 - Notes Payable (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 6 - Notes Payable (Details) [Line Items] | |||||||||||||
Proceeds from Issuance of Private Placement | 15,000 | 1,100,000 | |||||||||||
April 2011 Note [Member] | |||||||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||||||
Debt Instrument, Face Amount | 4,289,444 | 2,000,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 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 | 1,900,000 | |||||||||||
Debt Instrument, Fair Value Disclosure | 3,745,621 | ||||||||||||
Other Nonoperating Expense | 1,356,177 | ||||||||||||
Debt Instrument, Unamortized Discount | 543,823 | ||||||||||||
2014 Junior Secured Notes Payable [Member] | Shareholders' Equity [Member] | |||||||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||||||
Proceeds from Issuance of Debt | 413,057 | ||||||||||||
2014 Junior Secured Notes Payable [Member] | |||||||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||||||
Debt Instrument, Face Amount | 3,725,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||
Debt Instrument, Unamortized Discount | 413,057 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in Shares) | 0.3 | ||||||||||||
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, Convertible, Remaining Discount Amortization Period | 5 years | ||||||||||||
Placement Agent Warrants [Member] | Other Assets [Member] | |||||||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||||||
Deferred Finance Costs, Net | 30,210 | ||||||||||||
Other Offering Expenses [Member] | Other Assets [Member] | |||||||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||||||
Deferred Finance Costs, Net | 76,186 | ||||||||||||
Officer [Member] | |||||||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||||||
Units Issued During Period (in Shares) | 882,726 | ||||||||||||
Proceeds from Issuance or Sale of Equity | 247,164 | ||||||||||||
Director [Member] | |||||||||||||
Note 6 - Notes Payable (Details) [Line Items] | |||||||||||||
Units Issued During Period (in Shares) | 567,203 | ||||||||||||
Proceeds from Issuance or Sale of Equity | $158,816 | ||||||||||||
[1] | This weighted-average exercise price reflects the impact of warrant exercise price adjustments triggered by the December 2014 private placement. |
Note_6_Notes_Payable_Details_A
Note 6 - Notes Payable (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Directors | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Black-Scholes Valuation Model [Member] | Minimum [Member] | ||
Note 6 - Notes Payable (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Directors [Line Items] | ||
Expected Volatility | 47.50% | |
Risk free Interest rates | 1.73% | |
Black-Scholes Valuation Model [Member] | Maximum [Member] | ||
Note 6 - Notes Payable (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Directors [Line Items] | ||
Expected Volatility | 47.70% | |
Risk free Interest rates | 1.76% | |
Black-Scholes Valuation Model [Member] | ||
Note 6 - Notes Payable (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Directors [Line Items] | ||
Dividend yield | 0.00% | |
Expected life (in years) | 5 years | |
Minimum [Member] | ||
Note 6 - Notes Payable (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Directors [Line Items] | ||
Expected Volatility | 49.40% | 43.40% |
Risk free Interest rates | 1.73% | 0.92% |
Expected life (in years) | 5 years 6 months | 5 years |
Maximum [Member] | ||
Note 6 - Notes Payable (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Directors [Line Items] | ||
Expected Volatility | 51.80% | 46.00% |
Risk free Interest rates | 2.71% | 2.10% |
Expected life (in years) | 6 years | 6 years |
Note_6_Notes_Payable_Details_P
Note 6 - Notes Payable (Details) - Principal Payments - Notes Payable (USD $) | Dec. 31, 2014 | Nov. 30, 2010 |
Principal Payments - Notes Payable [Abstract] | ||
2015 | $0 | |
2016 | 4,289,445 | |
2017 | 0 | |
2018 | 0 | |
2019 | 3,725,000 | |
Thereafter | 3,000,000 | |
Total scheduled principal payments | 11,014,445 | |
Less unamortized discounts at December 31, 2014 | -3,323,776 | -2,775,300 |
$7,690,669 |
Note_7_Stockholders_Equity_Det
Note 7 - Stockholders' Equity (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2014 | Mar. 31, 2014 | Jan. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | ||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $0.91 | [1] | $1.20 | $0.91 | [1] | $1.33 | $0.95 | |||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.4 | 0.5 | 0.4 | |||||||
Stock Issued During Period, Shares, New Issues | 15,812,808 | 9,201,684 | ||||||||
Warrants Issued During Period | 6,325,125 | 4,600,842 | 8,622,271 | 4,643,842 | ||||||
Gross Proceeds from Issuance of Private Placement (in Dollars) | $10,175,550 | $11,042,021 | ||||||||
Proceeds from Issuance of Private Placement (in Dollars) | 9,379,880 | 3,503,314 | 9,829,014 | |||||||
Payments for Commissions (in Dollars) | 709,839 | |||||||||
Payments of Stock Issuance Costs (in Dollars) | 85,831 | 1,104,202 | ||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants (in Dollars) | 1,106,896 | |||||||||
Term of Warrants | 5 years | 5 years | ||||||||
Warrants Issued During Period, Weighted Average Exercise Price (in Dollars per share) | $0.86 | $1.75 | $0.98 | $1.75 | ||||||
Underlying Shares with Derivative Restriction Agreements | 9,141,250 | |||||||||
Percentage of Volatility Obtained from HVT Function on Bloomberg | 100.00% | |||||||||
Risk free Interest Rate Term | 24.00% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 10,343,309 | 10,343,309 | 7,430,225 | 6,432,127 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 3,284,500 | [2] | 1,219,500 | [2] | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $1.09 | [2] | $1.43 | [2] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $0.54 | $0.63 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | 2,045,000 | 2,045,000 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 109 days | |||||||||
Warrants from 2014 Private Placement [Member] | ||||||||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $0.64 | $0.64 | ||||||||
Issued to Sub Placement Agents [Member] | ||||||||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Warrants Issued During Period | 133,024 | |||||||||
Jan 2013 Financing Transaction [Member] | ||||||||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Warrants Issued During Period, Weighted Average Exercise Price (in Dollars per share) | $0.64 | |||||||||
Service Provider [Member] | ||||||||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Term of Warrants | 5 years | |||||||||
Investment from Non-employee Directors [Member] | ||||||||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Proceeds from Issuance of Private Placement (in Dollars) | 15,000 | 1,100,000 | ||||||||
Issued to Two Non Employee Directors [Member] | ||||||||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Proceeds from Issuance of Private Placement (in Dollars) | $402,000 | |||||||||
Exercise Price of 1.75 [Member] | ||||||||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 200,000 | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $1.75 | |||||||||
The 2013 Plan [Member] | ||||||||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,250,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,038,167 | 1,038,167 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 211,833 | 211,833 | ||||||||
The Director Plan [Member] | ||||||||||
Note 7 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 570,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 275,000 | 275,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 295,000 | |||||||||
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 | |||||||||
[1] | This weighted-average exercise price reflects the impact of warrant exercise price adjustments triggered by the December 2014 private placement. | |||||||||
[2] | All options granted during the years ended December 31, 2013 and 2014 were granted with exercise prices which were deemed to be equal to 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 fair market value on the date of grant. |
Note_7_Stockholders_Equity_Det1
Note 7 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Private Placement | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Private Placements [Member] | Monte Carlo Simulation Valuation Method [Member] | Derivative Financial Instruments, Liabilities [Member] | Minimum [Member] | |||
Note 7 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Private Placement [Line Items] | |||
Expected volatility | 47.10% | 39.30% | 40.40% |
Risk free interest rates | 0.67% | 1.01% | |
Expected remaining term (in years) | 2 years 186 days | 3 years 186 days | |
Private Placements [Member] | Monte Carlo Simulation Valuation Method [Member] | Derivative Financial Instruments, Liabilities [Member] | Maximum [Member] | |||
Note 7 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Private Placement [Line Items] | |||
Expected volatility | 100.00% | 100.00% | 100.00% |
Risk free interest rates | 1.12% | 1.27% | |
Expected remaining term (in years) | 3 years 25 days | 4 years 25 days | |
Private Placements [Member] | Monte Carlo Simulation Valuation Method [Member] | Derivative Financial Instruments, Liabilities [Member] | |||
Note 7 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Private Placement [Line Items] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Risk free interest rates | 0.91% | ||
Expected remaining term (in years) | 5 years | ||
Minimum [Member] | |||
Note 7 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Private Placement [Line Items] | |||
Expected volatility | 49.40% | 43.40% | |
Risk free interest rates | 1.73% | 0.92% | |
Expected remaining term (in years) | 5 years 6 months | 5 years | |
Maximum [Member] | |||
Note 7 - Stockholders' Equity (Details) - Assumptions Used in Calculating Fair Value of Warrants Issued, Private Placement [Line Items] | |||
Expected volatility | 51.80% | 46.00% | |
Risk free interest rates | 2.71% | 2.10% | |
Expected remaining term (in years) | 6 years | 6 years |
Note_7_Stockholders_Equity_Det2
Note 7 - Stockholders' Equity (Details) - Changes in Fair Values of Warrants Issued (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Note 7 - Stockholders' Equity (Details) - Changes in Fair Values of Warrants Issued [Line Items] | ||
Balance at January 1, 2013 | $3,747,858 | $2,128,302 |
Change in fair value | -1,549,696 | -1,686,478 |
Balance, shares | 2,198,162 | 3,747,858 |
Warrant [Member] | ||
Note 7 - Stockholders' Equity (Details) - Changes in Fair Values of Warrants Issued [Line Items] | ||
Balance at January 1, 2013 | 3,747,858 | |
Fair value of January 2013 warrants at transaction date | 3,305,245 | |
Change in fair value | -1,549,696 | -1,685,689 |
Balance, shares | $2,198,162 | $3,747,858 |
Note_7_Stockholders_Equity_Det3
Note 7 - Stockholders' Equity (Details) - Stock Options (USD $) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Note 7 - Stockholders' Equity (Details) - Stock Options [Line Items] | ||||||
Options Outstanding (in Shares) | 10,343,309 | 7,430,225 | 6,432,127 | |||
Weighted-average Exericse price per share | $1.36 | $1.47 | $1.58 | |||
Intrinsic Value (in Dollars) | $4,800 | [1] | $1,493,368 | [1] | $1,846,040 | [1] |
Options Exercisable (in Shares) | 5,627,505 | [2] | 4,416,292 | [2] | 2,386,909 | [2] |
Weighted-average Exericse price per share | $1.56 | $1.68 | $2.13 | |||
Intrinsic Value (in Dollars) | $600 | [1] | $566,589 | [1] | $205,000 | [1] |
Granted (in Shares) | 3,284,500 | [3] | 1,219,500 | [3] | ||
Weighted-average Exericse price per share | $1.09 | [3] | $1.43 | [3] | ||
Exercised (in Shares) | -162,500 | |||||
Exercised | $0.88 | |||||
Cancelled or forfeited (in Shares) | -208,916 | -221,402 | ||||
Weighted-average Exericse price per share | $1.42 | $4.33 | ||||
Minimum [Member] | ||||||
Note 7 - Stockholders' Equity (Details) - Stock Options [Line Items] | ||||||
Range of Exercise Prices | $0.80 | $0.88 | $0.88 | |||
Range of Exercise Prices | $1 | $0.88 | $0.88 | |||
Range of Exercise Prices | $0.80 | [3] | $1.09 | [3] | ||
Exercised | $0.88 | |||||
Range of Exercise Prices | $0.88 | $1 | ||||
Maximum [Member] | ||||||
Note 7 - Stockholders' Equity (Details) - Stock Options [Line Items] | ||||||
Range of Exercise Prices | $9.64 | $9.64 | $9.64 | |||
Range of Exercise Prices | $9.64 | $9.64 | $9.64 | |||
Range of Exercise Prices | $1.46 | [3] | $1.75 | [3] | ||
Exercised | $0.88 | |||||
Range of Exercise Prices | $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] | Certain of these options are subject to the derivative restriction agreements entered into by the Company's directors and executive officers. | |||||
[3] | All options granted during the years ended December 31, 2013 and 2014 were granted with exercise prices which were deemed to be equal to 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 fair market value on the date of grant. |
Note_7_Stockholders_Equity_Det4
Note 7 - Stockholders' Equity (Details) - Summary of Stock Options (USD $) | 12 Months Ended | |
Dec. 31, 2014 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number Outstanding (in Shares) | 10,343,309 | |
Weighted- Average Remaining Contractual Life | 7 years 332 days | |
Weighted- Average Exercise Price | $1.36 | |
Number Outstanding, Exercisable (in Shares) | 5,627,505 | [1] |
Weighted- Average Remaining Contractual Life, Exercisable | 6 years 248 days | [1] |
Weighted- Average Exercise Price, Exercisable | $1.56 | [1] |
Range 1 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower | $0.80 | |
Range of Exercise Prices, Upper | $1.13 | |
Number Outstanding (in Shares) | 5,997,567 | |
Weighted- Average Remaining Contractual Life | 8 years 135 days | |
Weighted- Average Exercise Price | $1.05 | |
Number Outstanding, Exercisable (in Shares) | 2,055,433 | [1] |
Weighted- Average Remaining Contractual Life, Exercisable | 6 years 259 days | [1] |
Weighted- Average Exercise Price, Exercisable | $1.01 | [1] |
Range 2 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower | $1.16 | |
Range of Exercise Prices, Upper | $2.13 | |
Number Outstanding (in Shares) | 4,252,117 | |
Weighted- Average Remaining Contractual Life | 7 years 135 days | |
Weighted- Average Exercise Price | $1.70 | |
Number Outstanding, Exercisable (in Shares) | 3,478,447 | [1] |
Weighted- Average Remaining Contractual Life, Exercisable | 6 years 277 days | [1] |
Weighted- Average Exercise Price, Exercisable | $1.76 | [1] |
Range 3 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower | $3.20 | |
Range of Exercise Prices, Upper | $9.64 | |
Number Outstanding (in Shares) | 93,625 | |
Weighted- Average Remaining Contractual Life | 3 years 51 days | |
Weighted- Average Exercise Price | $6.04 | |
Number Outstanding, Exercisable (in Shares) | 93,625 | [1] |
Weighted- Average Remaining Contractual Life, Exercisable | 3 years 51 days | [1] |
Weighted- Average Exercise Price, Exercisable | $6.04 | [1] |
[1] | Certain of these options are subject to the derivative restriction agreements entered into by the Company's directors and executive officers. |
Note_7_Stockholders_Equity_Det5
Note 7 - Stockholders' Equity (Details) - Nonvested Stock Options (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Nonvested Stock Options [Abstract] | |||||
Nonvested, Shares | 4,715,804 | 3,013,933 | 4,045,218 | ||
Nonvested, Weighted-Average Grant Date Fair Value | $0.54 | $0.52 | $0.56 | ||
Granted, Shares | 3,284,500 | [1] | 1,219,500 | [1] | |
Granted, Weighted-Average Grant Date Fair Value | $0.54 | $0.63 | |||
Forfeited, Shares | -46,416 | -94,833 | |||
Forfeited, Weighted-Average Grant Date Fair Value | $0.58 | $0.76 | |||
Vested, Shares | -1,536,213 | -2,155,952 | |||
Vested, Weighted-Average Grant Date Fair Value | $0.50 | $0.58 | |||
[1] | All options granted during the years ended December 31, 2013 and 2014 were granted with exercise prices which were deemed to be equal to 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 fair market value on the date of grant. |
Note_7_Stockholders_Equity_Det6
Note 7 - Stockholders' Equity (Details) - Stock Options Valuation Assumptions | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Minimum [Member] | ||
Note 7 - Stockholders' Equity (Details) - Stock Options Valuation Assumptions [Line Items] | ||
Expected Volatility | 49.40% | 43.40% |
Risk free Interest rates | 1.73% | 0.92% |
Expected lives (in years) | 5 years 6 months | 5 years |
Maximum [Member] | ||
Note 7 - Stockholders' Equity (Details) - Stock Options Valuation Assumptions [Line Items] | ||
Expected Volatility | 51.80% | 46.00% |
Risk free Interest rates | 2.71% | 2.10% |
Expected lives (in years) | 6 years | 6 years |
Director [Member] | ||
Note 7 - Stockholders' Equity (Details) - Stock Options Valuation Assumptions [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Note_7_Stockholders_Equity_Det7
Note 7 - Stockholders' Equity (Details) - Common Stock Warrants (USD $) | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2014 | Jan. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Common Stock Warrants [Abstract] | |||||||
Outstanding, Shares | 20,759,136 | 20,759,136 | 12,136,865 | 8,763,836 | |||
Outstanding at January 1, 2012, Weighted-Average Exercise Price (in Dollars per share) | $0.91 | [1] | $1.20 | $0.91 | [1] | $1.33 | $0.95 |
Expired | -41,666 | ||||||
Expired (in Dollars per share) | $1 | ||||||
Issued, Shares | 6,325,125 | 4,600,842 | 8,622,271 | 4,643,842 | |||
Issued, Weighted-Average Exercise Price (in Dollars per share) | $0.86 | $1.75 | $0.98 | $1.75 | |||
Shares withheld on net settled exercises | -101,318 | ||||||
Shares withheld on net settled exercises (in Dollars per share) | $0.85 | ||||||
Exercised | -1,127,829 | ||||||
Exercised (in Dollars per share) | $0.08 | ||||||
[1] | This weighted-average exercise price reflects the impact of warrant exercise price adjustments triggered by the December 2014 private placement. |
Note_7_Stockholders_Equity_Det8
Note 7 - Stockholders' Equity (Details) - Outstanding Warrants (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | ||
Note 7 - Stockholders' Equity (Details) - Outstanding Warrants [Line Items] | |||||
Exercise Price | $0.91 | [1] | $1.33 | $1.20 | $0.95 |
Number Outstanding | 20,759,136 | 12,136,865 | 8,763,836 | ||
Weighted-Average Remaining Contractual Life | 3 years 135 days | ||||
Intrinsic Value | $1,185,945 | [2] | |||
Range 1 [Member] | |||||
Note 7 - Stockholders' Equity (Details) - Outstanding Warrants [Line Items] | |||||
Exercise Price | $0.60 | ||||
Number Outstanding | 458,977 | ||||
Weighted-Average Remaining Contractual Life | 3 years 51 days | ||||
Intrinsic Value | 105,565 | [2] | |||
Range 2 [Member] | |||||
Note 7 - Stockholders' Equity (Details) - Outstanding Warrants [Line Items] | |||||
Exercise Price | $0.64 | ||||
Number Outstanding | 4,600,842 | ||||
Weighted-Average Remaining Contractual Life | 2 years 58 days | ||||
Intrinsic Value | 874,160 | [2] | |||
Range 3 [Member] | |||||
Note 7 - Stockholders' Equity (Details) - Outstanding Warrants [Line Items] | |||||
Exercise Price | $0.75 | ||||
Number Outstanding | 2,577,750 | ||||
Weighted-Average Remaining Contractual Life | 2 years 40 days | ||||
Intrinsic Value | 206,220 | [2] | |||
Range 4 [Member] | |||||
Note 7 - Stockholders' Equity (Details) - Outstanding Warrants [Line Items] | |||||
Exercise Price | $0.86 | ||||
Number Outstanding | 7,432,021 | ||||
Weighted-Average Remaining Contractual Life | 4 years 357 days | ||||
Intrinsic Value | [2] | ||||
Range 5 [Member] | |||||
Note 7 - Stockholders' Equity (Details) - Outstanding Warrants [Line Items] | |||||
Exercise Price | $0.97 | ||||
Number Outstanding | 343,578 | ||||
Weighted-Average Remaining Contractual Life | 2 years 6 months | ||||
Intrinsic Value | [2] | ||||
Range 6 [Member] | |||||
Note 7 - Stockholders' Equity (Details) - Outstanding Warrants [Line Items] | |||||
Exercise Price | $1 | ||||
Number Outstanding | 1,360,000 | ||||
Weighted-Average Remaining Contractual Life | 2 years 127 days | ||||
Intrinsic Value | [2] | ||||
Range 7 [Member] | |||||
Note 7 - Stockholders' Equity (Details) - Outstanding Warrants [Line Items] | |||||
Exercise Price | $1.19 | ||||
Number Outstanding | 2,727,274 | ||||
Weighted-Average Remaining Contractual Life | 2 years 6 months | ||||
Intrinsic Value | [2] | ||||
Range 8 [Member] | |||||
Note 7 - Stockholders' Equity (Details) - Outstanding Warrants [Line Items] | |||||
Exercise Price | $1.75 | ||||
Number Outstanding | 1,233,250 | ||||
Weighted-Average Remaining Contractual Life | 4 years 83 days | ||||
Intrinsic Value | [2] | ||||
Range 9 [Member] | |||||
Note 7 - Stockholders' Equity (Details) - Outstanding Warrants [Line Items] | |||||
Exercise Price | $8 | ||||
Number Outstanding | 25,444 | ||||
Weighted-Average Remaining Contractual Life | 87 days | ||||
Intrinsic Value | [2] | ||||
[1] | This weighted-average exercise price reflects the impact of warrant exercise price adjustments triggered by the December 2014 private placement. | ||||
[2] | Intrinsic value is calculated as the estimated fair value of the Company's stock at December 31, 2014 less the warrant exercise price of in-the-money warrants. |
Note_8_Income_Taxes_Details
Note 8 - Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Income Tax Expense (Benefit) | $0 | $0 |
Deferred Tax Assets, Valuation Allowance Recorded, Percent | 100.00% | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 1,247,481 | 3,022,506 |
Operating Loss Carryforwards | $63,000,000 |
Note_8_Income_Taxes_Details_De
Note 8 - Income Taxes (Details) - Deferred Income Taxes (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred income tax assets (liabilities): | ||
Property and equipment | ($79,190) | ($153,864) |
Deferred revenue | 38,989 | 40,564 |
Accrued expenses | 50,613 | 223,022 |
Share based compensation related | 1,738,280 | 1,554,048 |
Other | 334,217 | 208,266 |
Net operating loss carryforwards | 24,125,719 | 23,089,111 |
26,208,628 | 24,961,147 | |
Less valuation allowance | ($26,208,628) | ($24,961,147) |
Note_9_Commitments_Details
Note 9 - Commitments (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2010 | |
Note 9 - Commitments (Details) [Line Items] | |||
Operating Leases, Future Minimum Payments Due | $117,638 | ||
Operating Leases, Rent Expense | 166,000 | 149,000 | |
Bonus Payment to Each Participant in Key Personnel Incentive Program upon a SaleTransaction | 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 | ||
Technical Service and Training Agreements [Member] | |||
Note 9 - Commitments (Details) [Line Items] | |||
Contractual Obligation | 87,000 | ||
Cardiac EP Business Participation Plan [Member] | |||
Note 9 - Commitments (Details) [Line Items] | |||
Equity Method Investment, Ownership Percentage | 2.50% | 6.60% | |
Still Employed on July 31, 2015 [Member] | |||
Note 9 - Commitments (Details) [Line Items] | |||
Retention Bonuses, Contingent Payment | $166,667 |
Note_9_Commitments_Details_Min
Note 9 - Commitments (Details) - Minimum Royalty Payments (USD $) | Dec. 31, 2014 |
Minimum Royalty Payments [Abstract] | |
2015 | $100,000 |
2016 | 105,000 |
2017 | 115,000 |
2018 | 95,000 |
2019 | 95,000 |
Thereafter | 795,000 |
Total minium payments | $1,305,000 |
Note_10_Legal_Proceeding_Detai
Note 10 - Legal Proceeding (Details) (Settled Litigation [Member], USD $) | 1 Months Ended |
Jul. 31, 2014 | |
Settled Litigation [Member] | |
Note 10 - Legal Proceeding (Details) [Line Items] | |
Litigation Settlement, Amount | $20,000 |
Note_11_Subsequent_Events_Deta
Note 11 - Subsequent Events (Details) (USD $) | 0 Months Ended | |
Mar. 16, 2015 | Dec. 31, 2014 | |
Note 11 - Subsequent Events (Details) [Line Items] | ||
Operating Leases, Future Minimum Payments Due (in Dollars) | $117,638 | |
Employee Stock Option [Member] | Subsequent Event [Member] | Granted upon Commencement of Employment [Member] | Chief Financial Officer [Member] | ||
Note 11 - Subsequent Events (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | 450,000 | |
Employee Stock Option [Member] | Subsequent Event [Member] | Granted on First and Second Anniversaries of Employment Date [Member] | Chief Financial Officer [Member] | ||
Note 11 - Subsequent Events (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | 150,000 | |
Employee Stock Option [Member] | Subsequent Event [Member] | Chief Financial Officer [Member] | ||
Note 11 - Subsequent Events (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Expected Number of Annual Installments | 3 | |
Subsequent Event [Member] | Executive Officer [Member] | Memphis, Tennessee [Member] | ||
Note 11 - Subsequent Events (Details) [Line Items] | ||
Restructuring and Related Cost, Expected Number of Positions Eliminated | 3 | |
Subsequent Event [Member] | Memphis, Tennessee [Member] | ||
Note 11 - Subsequent Events (Details) [Line Items] | ||
Restructuring and Related Cost, Expected Number of Positions Eliminated | 7 | |
Restructuring and Related Cost, Expected Cost (in Dollars) | 450,000 | |
Subsequent Event [Member] | Irvine, California [Member] | ||
Note 11 - Subsequent Events (Details) [Line Items] | ||
Operating Leases, Future Minimum Payments Due (in Dollars) | 275,000 |