Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 8-May-14 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'NephroGenex, Inc. | ' |
Entity Central Index Key | '0001338095 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 8,555,114 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Balance_Sheets
Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash and cash equivalents | $33,513,394 | $2,131,990 |
Prepaid expenses and other assets | 667,782 | 11,711 |
Total current assets | 34,181,176 | 2,143,701 |
Property and equipment, net | 13,989 | 10,826 |
Deferred initial public offering costs | ' | 461,079 |
Other assets | 4,097 | 4,097 |
Total assets | 34,199,262 | 2,619,703 |
Current liabilities | ' | ' |
Accounts payable | 76,169 | 47,865 |
Accrued and other liabilities | 707,587 | 1,858,061 |
Preferred stock warrant liability | ' | 6,982,640 |
Convertible notes payable | ' | 7,916,870 |
Total current liabilities | 783,756 | 16,805,436 |
Stockholders' equity (deficiency) | ' | ' |
Common stock; $.001 par value; 100,000,000 shares authorized; 8,855,114 and 319,882 shares issued and outstanding as of March 31, 2014 and December 31, 2013, respectively | 8,855 | 320 |
Additional paid-in capital | 76,106,173 | 26,789,465 |
Deficit accumulated during the development stage | -42,699,522 | -40,999,206 |
Total stockholders' equity (deficiency) | 33,415,506 | -14,185,733 |
Total liabilities and stockholders' equity (deficiency) | 34,199,262 | 2,619,703 |
Series A Preferred Stock | ' | ' |
Stockholders' equity (deficiency) | ' | ' |
Preferred stock | ' | 23,688 |
Total stockholders' equity (deficiency) | ' | 23,688 |
Preferred stock | ' | ' |
Stockholders' equity (deficiency) | ' | ' |
Preferred stock | ' | ' |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 8,855,114 | 319,882 |
Common stock, shares outstanding | 8,855,114 | 319,882 |
Series A Preferred Stock | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 32,690,676 | 32,690,676 |
Preferred stock, shares issued | 0 | 23,688,396 |
Preferred stock, shares outstanding | 0 | 23,688,396 |
Preferred stock | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | ' |
Preferred stock, shares authorized | 5,000,000 | ' |
Preferred stock, shares issued | 0 | ' |
Preferred stock, shares outstanding | 0 | ' |
Statements_of_Comprehensive_Lo
Statements of Comprehensive Loss (USD $) | 3 Months Ended | 118 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Expenses: | ' | ' | ' |
Research and development | $457,376 | $264,560 | $29,465,241 |
General and administrative | 1,034,425 | 138,137 | 5,485,469 |
Total expenses | 1,491,801 | 402,697 | 34,950,710 |
Loss from operations | -1,491,801 | -402,697 | -34,950,710 |
Other income (expense): | ' | ' | ' |
Change in value of preferred stock warrants | -140,428 | ' | -7,178,162 |
Interest expense | -78,084 | -71,303 | -1,510,849 |
Interest income | 9,997 | 176 | 695,720 |
Qualifying Therapeutic Discovery Program grant | ' | ' | 244,479 |
Net loss | -1,700,316 | -473,824 | -42,699,522 |
Net loss per share - basic and diluted (in dollars per share) | ($0.37) | ($1.48) | ($140.53) |
Weighted average shares outstanding - basic and diluted (in shares) | 4,587,498 | 319,882 | 303,856 |
Comprehensive loss | ($1,700,316) | ($473,824) | ($42,699,522) |
Statement_of_Stockholders_Equi
Statement of Stockholders' Equity (Deficiency) (USD $) | Total | BioStratum, Inc. | Vanderbilt University | Tryggvason Biotech AB | FibroStatin SL | Series A Convertible Preferred Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Additional Paid-In Capital | Accumulated During the Development Stage |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | BioStratum, Inc. | Vanderbilt University | Tryggvason Biotech AB | FibroStatin SL | USD ($) | BioStratum, Inc. | Vanderbilt University | Tryggvason Biotech AB | FibroStatin SL | USD ($) | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||||||||||||
Balance at May. 24, 2004 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of stock for cash | $550 | ' | ' | ' | ' | ' | $2 | ' | ' | ' | ' | $548 | ' | ' | ' | ' | ' |
Sale of stock for cash (in shares) | ' | ' | ' | ' | ' | ' | 1,690 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -129,923 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -129,923 |
Balance at Dec. 31, 2004 | -129,373 | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | 548 | ' | ' | ' | ' | -129,923 |
Balance (in shares) at Dec. 31, 2004 | ' | ' | ' | ' | ' | ' | 1,690 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -688,915 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -688,915 |
Balance at Dec. 31, 2005 | -818,288 | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | 548 | ' | ' | ' | ' | -818,838 |
Balance (in shares) at Dec. 31, 2005 | ' | ' | ' | ' | ' | ' | 1,690 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares (Note G) | ' | 4,961 | ' | 60 | ' | ' | ' | 13 | ' | ' | ' | ' | 4,948 | ' | 60 | ' | ' |
Issuance of shares (Note G) (in shares) | ' | ' | ' | ' | ' | ' | ' | 12,707 | ' | 151 | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares and warrant (Note G) | ' | ' | 6,910 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,910 | ' | ' | ' |
Issuance of shares and warrant (Note G) (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 461 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -1,337,715 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,337,715 |
Balance at Dec. 31, 2006 | -2,144,072 | ' | ' | ' | ' | ' | 15 | ' | ' | ' | ' | 12,466 | ' | ' | ' | ' | -2,156,553 |
Balance (in shares) at Dec. 31, 2006 | ' | ' | ' | ' | ' | ' | 15,009 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of stock for cash | 2,245,402 | ' | ' | ' | ' | 1,800 | ' | ' | ' | ' | ' | 2,243,602 | ' | ' | ' | ' | ' |
Sale of stock for cash (in shares) | ' | ' | ' | ' | ' | 1,800,456 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares (Note G) | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' |
Issuance of shares (Note G) (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 153 | ' | ' | ' | ' | ' | ' |
Issuance of stock for cash, licensed technology and the conversion of debt (Note E) | 2,503,323 | ' | ' | ' | ' | 4,784 | ' | ' | ' | ' | ' | 2,498,539 | ' | ' | ' | ' | ' |
Issuance of stock for cash, licensed technology and the conversion of debt (Note E) (in shares) | ' | ' | ' | ' | ' | 4,783,612 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of warrant (Note G) | ' | ' | ' | ' | ' | ' | ' | ' | 17 | ' | ' | ' | ' | -17 | ' | ' | ' |
Exercise of warrant (Note G) (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 17,257 | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -7,570,642 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -7,570,642 |
Balance at Dec. 31, 2007 | -4,960,989 | ' | ' | ' | ' | 6,584 | 32 | ' | ' | ' | ' | 4,759,590 | ' | ' | ' | ' | -9,727,195 |
Balance (in shares) at Dec. 31, 2007 | ' | ' | ' | ' | ' | 6,584,068 | 32,419 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of stock for cash | 20,231,121 | ' | ' | ' | ' | 16,204 | 45 | ' | ' | ' | ' | 20,214,872 | ' | ' | ' | ' | ' |
Sale of stock for cash (in shares) | ' | ' | ' | ' | ' | 16,204,100 | 45,230 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares (Note G) | ' | 81,021 | 9,365 | ' | ' | ' | ' | 208 | 24 | ' | ' | ' | 80,813 | 9,341 | ' | ' | ' |
Issuance of shares (Note G) (in shares) | ' | ' | ' | ' | ' | ' | ' | 207,744 | 24,013 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation | 115,347 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 115,347 | ' | ' | ' | ' | ' |
Net loss | -6,740,834 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,740,834 |
Balance at Dec. 31, 2008 | 8,735,031 | ' | ' | ' | ' | 22,788 | 309 | ' | ' | ' | ' | 25,179,963 | ' | ' | ' | ' | -16,468,029 |
Balance (in shares) at Dec. 31, 2008 | ' | ' | ' | ' | ' | 22,788,168 | 309,406 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation | 126,725 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 126,725 | ' | ' | ' | ' | ' |
Net loss | -7,549,788 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -7,549,788 |
Balance at Dec. 31, 2009 | 1,311,968 | ' | ' | ' | ' | 22,788 | 309 | ' | ' | ' | ' | 25,306,688 | ' | ' | ' | ' | -24,017,817 |
Balance (in shares) at Dec. 31, 2009 | ' | ' | ' | ' | ' | 22,788,168 | 309,406 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of stock for cash | 1,000,000 | ' | ' | ' | ' | 900 | ' | ' | ' | ' | ' | 999,100 | ' | ' | ' | ' | ' |
Sale of stock for cash (in shares) | ' | ' | ' | ' | ' | 900,228 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation | 139,209 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 139,209 | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options | 5,586 | ' | ' | ' | ' | ' | 11 | ' | ' | ' | ' | 5,575 | ' | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options (in shares) | ' | ' | ' | ' | ' | ' | 10,476 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | -5,920,765 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,920,765 |
Balance at Dec. 31, 2010 | -3,464,002 | ' | ' | ' | ' | 23,688 | 320 | ' | ' | ' | ' | 26,450,572 | ' | ' | ' | ' | -29,938,582 |
Balance (in shares) at Dec. 31, 2010 | ' | ' | ' | ' | ' | 23,688,396 | 319,882 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation | 125,370 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,370 | ' | ' | ' | ' | ' |
Net loss | -1,851,797 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,851,797 |
Balance at Dec. 31, 2011 | -5,190,429 | ' | ' | ' | ' | 23,688 | 320 | ' | ' | ' | ' | 26,575,942 | ' | ' | ' | ' | -31,790,379 |
Balance (in shares) at Dec. 31, 2011 | ' | ' | ' | ' | ' | 23,688,396 | 319,882 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation | 125,506 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,506 | ' | ' | ' | ' | ' |
Net loss | -2,904,164 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,904,164 |
Balance at Dec. 31, 2012 | -7,969,087 | ' | ' | ' | ' | 23,688 | 320 | ' | ' | ' | ' | 26,701,448 | ' | ' | ' | ' | -34,694,543 |
Balance (in shares) at Dec. 31, 2012 | ' | ' | ' | ' | ' | 23,688,396 | 319,882 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation | 88,017 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88,017 | ' | ' | ' | ' | ' |
Net loss | -6,304,663 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,304,663 |
Balance at Dec. 31, 2013 | -14,185,733 | ' | ' | ' | ' | 23,688 | 320 | ' | ' | ' | ' | 26,789,465 | ' | ' | ' | ' | -40,999,206 |
Balance (in shares) at Dec. 31, 2013 | ' | ' | ' | ' | ' | 23,688,396 | 319,882 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock at IPO, net of expenses of $3,767,348 (unaudited) | 33,432,652 | ' | ' | ' | ' | ' | 3,100 | ' | ' | ' | ' | 33,429,552 | ' | ' | ' | ' | ' |
Issuance of common stock at IPO, net of expenses of $3,767,348 (unaudited) (in shares) | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for preferred stock warrant (unaudited) | 7,123,068 | ' | ' | ' | ' | ' | 594 | ' | ' | ' | ' | 7,122,474 | ' | ' | ' | ' | ' |
Issuance of common stock for preferred stock warrant (unaudited) (in shares) | ' | ' | ' | ' | ' | ' | 593,589 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for convertible notes and accrued interest (unaudited) | 8,645,049 | ' | ' | ' | ' | ' | 1,197 | ' | ' | ' | ' | 8,643,852 | ' | ' | ' | ' | ' |
Issuance of common stock for convertible notes and accrued interest (unaudited) (in shares) | ' | ' | ' | ' | ' | ' | 1,197,289 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for preferred stock (unaudited) | ' | ' | ' | ' | ' | -23,688 | 3,644 | ' | ' | ' | ' | 20,044 | ' | ' | ' | ' | ' |
Issuance of common stock for preferred stock (unaudited) (in shares) | ' | ' | ' | ' | ' | -23,688,396 | 3,644,354 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock based compensation | 100,786 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,786 | ' | ' | ' | ' | ' |
Net loss | -1,700,316 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,700,316 |
Balance at Mar. 31, 2014 | $33,415,506 | ' | ' | ' | ' | ' | $8,855 | ' | ' | ' | ' | $76,106,173 | ' | ' | ' | ' | ($42,699,522) |
Balance (in shares) at Mar. 31, 2014 | ' | ' | ' | ' | ' | ' | 8,855,114 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Statement_of_Stockholders_Defi
Statement of Stockholders' Deficiency (Parenthetical) (USD $) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2014 | Dec. 31, 2004 | |
Statement of Stockholders' Equity (Deficiency) | ' | ' |
Sale of common stock for cash in May 2004 (in dollars per share) | ' | $0.05 |
Issuance of common stock at IPO, expenses | $3,767,348 | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 3 Months Ended | 118 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Operating activities | ' | ' | ' |
Net loss | ($1,700,316) | ($473,824) | ($42,699,522) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities | ' | ' | ' |
Depreciation and amortization | 753 | 3,143 | 106,932 |
Common stock issued in consideration for research and development | ' | ' | 1,218,297 |
Change in fair value of preferred stock warrants | 140,428 | ' | 7,178,162 |
Non-cash interest expense | 78,084 | ' | 1,486,952 |
Stock based compensation expense | 100,786 | 23,940 | 820,960 |
Changes in operating assets and liabilities | ' | ' | ' |
Prepaid expenses and other assets | -656,071 | 6,442 | -671,879 |
Accounts payable, accrued and other liabilities | -46,581 | -50,499 | 777,799 |
Net cash and cash equivalents used in operating activities | -2,082,917 | -490,798 | -31,782,299 |
Investing activities | ' | ' | ' |
Property and equipment purchases | -3,916 | ' | -120,921 |
Net cash and cash equivalents used in investing activities | -3,916 | ' | -120,921 |
Financing activities | ' | ' | ' |
Proceeds from issuance of notes payable | ' | ' | 1,655,000 |
Payment of note payable | ' | ' | -100,000 |
Proceeds from issuance of convertible notes payable | ' | 512,048 | 7,916,870 |
Payment of initial public offering costs | -3,731,763 | ' | -3,761,392 |
Proceeds from issuance of common stock, Series A preferred stock and warrants | 37,200,000 | ' | 59,700,550 |
Proceeds from exercise of common stock options | ' | ' | 5,586 |
Net cash and cash equivalents provided by financing activities | 33,468,237 | 512,048 | 65,416,614 |
Net increase in cash and cash equivalents | 31,381,404 | 21,250 | 33,513,394 |
Cash and cash equivalents at beginning of period | 2,131,990 | 323,678 | ' |
Cash and cash equivalents at end of period | 33,513,394 | 344,928 | 33,513,394 |
Supplemental disclosure of cash flow information | ' | ' | ' |
Cash paid for interest | ' | ' | 4,690 |
Supplemental disclosure of noncash financing activities | ' | ' | ' |
Conversion of notes payable into Series A preferred stock and warrants | ' | ' | 1,555,000 |
Conversion of accrued interest into Series A preferred stock and warrants | ' | ' | 758,772 |
Increase in additional paid-in capital resulting from exercise of warrant | ' | ' | 2,458,882 |
Initial public offering costs included in accrued and other liabilities | 5,956 | ' | 5,956 |
Conversion of convertible notes payable, accrued interest, preferred stock and warrants into common stock | $15,791,805 | ' | $15,791,805 |
ORGANIZATION_HISTORY_AND_NATUR
ORGANIZATION, HISTORY AND NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2014 | |
ORGANIZATION, HISTORY AND NATURE OF OPERATIONS | ' |
ORGANIZATION, HISTORY AND NATURE OF OPERATIONS | ' |
NOTE A—ORGANIZATION, HISTORY AND NATURE OF OPERATIONS | |
NephroGenex, Inc. (the “Company”) was incorporated in Delaware on May 25, 2004. The Company is a drug development company focused on developing novel therapies for kidney disease. The Company acquired commercial rights to Pyridorin™ and has completed a Phase 2b clinical study in diabetic nephropathy patients. | |
The Company’s primary efforts to date have been devoted to raising capital, recruiting senior management and staff and conducting research and development activities. Accordingly, the Company is considered to be in the development stage. The Company has had limited capital resources and has experienced recurring net losses and negative cash flows from operations since inception. Operations have been financed to date by debt and equity financings as discussed in Notes D and E. On February 14, 2014, the Company closed its initial public offering of 3,100,000 shares of common stock at a price of $12.00 per share for total gross proceeds of $37.2 million, less underwriting discounts, commissions and offering expenses. | |
In addition to the normal risks associated with a new business venture, the Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting intellectual property. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2014 | |
SIGNIFICANT ACCOUNTING POLICIES | ' |
SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE B—SIGNIFICANT ACCOUNTING POLICIES | |
[1] Basis of presentation: | |
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). | |
From its inception, the Company has devoted substantially all of its efforts to business planning, engaging regulatory, manufacturing and other technical consultants, acquiring operating assets, planning clinical trials and raising capital. The Company has experienced net losses since its inception and, as of March 31, 2014, had a deficit accumulated during the development stage of $42.7 million. | |
[2] Use of estimates: | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
[3] Segment reporting: | |
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. | |
[4] Cash and cash equivalents: | |
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. | |
[5] Property and equipment: | |
Property and equipment consists of furniture, fixtures and computers. Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the respective asset’s useful life. Maintenance and repairs that do not improve or extend the life of assets are expensed as incurred. When an asset is retired or disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected within the statement of operations. | |
[6] Fair value of financial instruments: | |
FASB ASC 820—Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. The estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. | |
FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). | |
The three levels of the fair value hierarchy are as follows: | |
· Level 1—Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. | |
· Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g. quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. | |
· Level 3—Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. | |
The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The carrying amounts reported in the balance sheet for notes payable approximate their fair value based on market rates of interest and the terms of the notes. The Company recognizes all derivative financial instruments as assets or liabilities in the financial statements and measures them at fair value with changes in fair value reflected as current period income or loss unless the derivatives qualify as hedges. Certain terms of the May 4, 2007 Stock Purchase Agreement were accounted for as derivatives, which were valued under Level 3 of the fair value hierarchy. See Note E, Stockholders’ Equity (Deficit). | |
[7] Research and development costs: | |
Research and development costs are expensed as incurred. Research and development expenses include personnel costs associated with research and development activities including non-cash share-based compensation, costs for third-party contractors to perform research, conduct clinical trials and prepare drug materials, research supplies and facilities costs. The Company accrues for costs incurred by external service providers, including contract research organizations and clinical investigators, based on its estimates of service performed and costs incurred. These estimates include the level of services performed by the third parties, patient enrollment in clinical trials, administrative costs incurred by the third parties, and other indicators of the services completed. Based on the timing of amounts invoiced by service providers, the Company may also record payments made to those providers as prepaid expenses that will be recognized as expense in future periods as the related services are rendered. | |
[8] Income taxes: | |
The Company utilizes the liability method of accounting for income taxes as required by FASB ASC Topic 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Uncertain tax positions are evaluated in accordance with this topic and if appropriate, the amount of unrecognized tax benefits are recorded within deferred tax assets. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. | |
ASC Topic 740 also clarifies the accounting for uncertainty in income taxes recognized in the financial statements. The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. There were no significant matters determined to be unrecognized tax benefits taken or expected to be taken in a tax return that have been recorded in the Company’s financial statements through March 31, 2014. ASC Topic 740 provides guidance on the recognition of interest and penalties related to income taxes. There were no interest or penalties related to income taxes that have been accrued or recognized as of March 31, 2014 or for the three months ended March 31, 2014 or 2013, or for the period from May 25, 2004 (inception) to March 31, 2014. The Company has elected to treat interest and penalties, to the extent they arise, as a component of income taxes. Tax years beginning in 2010 for federal purposes are generally subject to examination by taxing authorities, although net operating losses from all prior years are subject to examinations and adjustments for at least three years following the year in which the tax attributes are utilized. | |
[9] Stock based compensation: | |
The Company recognizes compensation cost relating to share-based payment transactions in net loss using a fair-value measurement method, in accordance with ASC-718 Compensation-Stock Compensation. ASC-718 requires all share based payments to employees, including grants of employee stock option, to be recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. The Company determines the fair value of share-based awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate fair value. The method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield, expected forfeiture rate and expected life of the options. The Company has also granted stock options to nonemployees. Grants to non-employees are accounted for in accordance with ASC-505-50 Equity—Based Payments to Non-Employees. The Company determines the fair value of share based awards granted to nonemployees similar to the way fair value of awards are determined for employees except that certain assumptions used in the Black-Scholes option-pricing model, such as expected life of the option, maybe different and the fair value of each award is adjusted at the end of each period for any change in fair value from the previous valuation until the award vests. | |
[10] Earnings Per Share: | |
Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. Since there are a significant number of common stock options outstanding, fluctuations in the actual market price could have a variety of results for each period presented. No potentially dilutive equity instruments were included in the computations of diluted earnings per share for the three months ended March 31, 2014 or 2013 or for the period from May 25, 2004 (inception) to March 31, 2014 because their effect would be anti-dilutive as a result of losses incurred during those periods. Shares issuable upon the exercise of options outstanding at March 31, 2014 and 2013 were 810,863 and 473,805, respectively. As of March 31, 2014, the Company had also issued 24,000 Restricted Stock Units (RSU). |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
PROPERTY AND EQUIPMENT | ' | |||||||||
PROPERTY AND EQUIPMENT | ' | |||||||||
NOTE C—PROPERTY AND EQUIPMENT | ||||||||||
Property and equipment as of March 31, 2014 and December 31, 2013 consisted of: | ||||||||||
Useful Life | 2014 | 2013 | ||||||||
Computer equipment | 3 years | $ | 54,646 | $ | 50,730 | |||||
Furniture and fixtures | 7 years | 66,275 | 66,275 | |||||||
120,921 | 117,005 | |||||||||
Less accumulated depreciation | (106,932 | ) | (106,179 | ) | ||||||
Property and equipment, net | $ | 13,989 | $ | 10,826 | ||||||
For the three months ended March 31, 2014 and 2013 depreciation expense was approximately $750 and $3,100, respectively. Depreciation expense for the period from May 25, 2004 (inception) to March 31, 2014 was approximately $106,900. |
NOTES_PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2014 | |
NOTES PAYABLE | ' |
NOTES PAYABLE | ' |
NOTE D—NOTES PAYABLE | |
During the period from May 25, 2004 (inception) to December 31, 2006 certain stockholders lent the Company an aggregate of approximately $1.7 million. In connection therewith, the Company executed numerous agreements (“Notes”) that provided the lenders with various rights and preferences including interest at rates ranging from 7.75% to 11.25%, security interest in all the assets of the Company and conversion rights into preferred stock. Certain Notes issued in 2006 contained beneficial conversion features (“BCF”) whereby upon conversion of the convertible note into preferred stock, the holder received a favorable exchange rate that was accounted for as additional interest expense. The BCF totaled $560,000 and was recognized as additional interest expense amortized over the life of the Notes. | |
On May 4, 2007, all the Notes, and the related accrued and unpaid interest was converted into shares of Series A Preferred Stock (Note E). | |
During 2011, the Company sold convertible promissory notes for approximately $2,100,000 in aggregate to shareholders of the Company. | |
During 2012, the Company sold convertible promissory notes for approximately $1,255,000 in aggregate to shareholders of the Company. | |
During 2013, the Company sold convertible promissory notes for approximately $4,562,000 in aggregate to shareholders of the Company. | |
On February 14, 2014, in connection with the closing of the Company’s initial public offering, the convertible promissory notes and accrued interest were converted into 1,197,289 shares of common stock. | |
The Company had accrued interest of approximately $0 and $650,000 as of March 31, 2014 and December 31, 2013, respectively, which is included in accrued and other liabilities on the accompanying balance sheets. Interest expense relating to the notes was approximately $78,000 and $71,000 for the three months ended March 31, 2014 and 2013, respectively, and approximately $1.5 million for the period from May 25, 2004 (inception) to March 31, 2014. |
STOCKHOLDERS_EQUITY_DEFICIENCY
STOCKHOLDERS' EQUITY (DEFICIENCY) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
STOCKHOLDERS' EQUITY (DEFICIENCY) | ' | ||||
STOCKHOLDERS' EQUITY (DEFICIENCY) | ' | ||||
NOTE E—STOCKHOLDERS’ EQUITY (DEFICIENCY) | |||||
Series A Preferred Stock | |||||
May 2007 Stock Purchase Agreement | |||||
On May 4, 2007, the Company entered into a Stock Purchase Agreement (the “Agreement”) with new and existing stockholders. The terms of the agreement provided for the initial issuance of approximately 4.8 million shares of Series A stock (the “First Close”) in exchange for cash of $1.5 million, conversion of the Notes, including accrued interest, of $2.3 million, and the acquisition of certain technology from BioStratum, Inc (“Bio”). The Agreement also provided for a second and third close (referred to individually as “Warrant 1” and “Warrant 2”, respectively, or collectively as “Warrants”) whereby certain investors in the First Close were given a right, but not the obligation, to purchase additional shares of Series A and common stock at defined prices. The value assigned to the acquired technology from Bio was approximately $1.1 million. Such amount was expensed as research and development expense at the time the First Close was completed since the acquired technology will be used in the Company’s research efforts and had no alternative future use. For financial reporting purposes, the First Close was accounted for as the issuance of 4.8 million shares of Series A stock and two warrants (Warrant 1 and 2) in consideration for cash, conversion of the Notes and acquired technology. | |||||
The table below summarizes the allocation of the consideration received to the financial instruments issued in the First Close. | |||||
Consideration received | |||||
Cash | $ | 1,500,000 | |||
Conversion of the Notes and accrued interest (See Note D) | 2,313,772 | ||||
Acquired technology | 1,093,339 | ||||
$ | 4,907,111 | ||||
Allocation to financial instruments | |||||
Series A stock | $ | 2,503,323 | |||
Preferred stock warrant liability | 2,403,788 | ||||
$ | 4,907,111 | ||||
Warrants | |||||
Warrant 1, as amended, provided the holder the right, but not the obligation, to purchase up to an additional 18 million shares of Series A stock and 45,234 shares of common stock in consideration for $20.0 million. Warrant 1 was exercised in part during December 2007 and fully exercised during March 2008. In connection with the partial exercise of Warrant 1 in December 2007, the Company issued approximately 1.8 million shares of Series A stock in exchange for $2.0 million. In March 2008, the holders of Warrant 1 exercised their remaining right to acquire 16 million shares of Series A stock and 45,234 common shares in consideration for approximately $18.0 million. As discussed below, the deemed fair value of Warrant 1 at the date of issuance through the date of exercise was accounted for as a preferred stock warrant liability. | |||||
Upon the partial exercise of Warrant 1 in December 2007, approximately $245,000 of the prorated share of the deemed fair value of Warrant 1 at the time of exercise attributable to the Series A stock issued was reclassified from the preferred stock warrant liability to additional paid-in capital and accounted for as additional consideration received in connection with the partial exercise of Warrant 1. In March 2008, the balance of the preferred stock warrant liability for Warrant 1, of approximately $2.2 million, was reclassified from preferred stock warrant liability to additional paid-in capital and accounted for as additional consideration received. | |||||
The fair value of the Warrants was estimated on the date of issuance using the Black-Scholes option pricing model. The Company accounted for the Warrants in accordance with the provisions of ASC-480 and other accounting standards. The Company recorded the fair value of the Warrants as a liability on its balance sheet until the Warrants expired or were exercised. The Warrants were revalued to their then estimated fair value, using the Black-Scholes model, at each reporting period end through December 31, 2012, and the Probability Weighted Expected Return Method calculated with the assistance of a third party valuation firm as of December 31, 2013, and any change in the fair value of the Warrants was reflected in operating results. The assumptions used in the Black-Scholes model to value the Warrants from their May 4, 2007 date of issuance through December 31, 2012 was a term ranging from 1 to 4 years, a risk free interest rate of approximately 0.185% to 3.36%, volatility of 60%, and the fair value of the Series A stock ranging from $1.11 to $1.39. | |||||
On January 16, 2014, an agreement was reached among the Company’s significant shareholders to cancel Warrant 2 held by its majority shareholder, Care Capital Investments III, LP, together with its affiliates (collectively, Care Capital), and by funds affiliated with Rho Venture Partners (Rho). Pursuant to this agreement, an aggregate of 593,589 shares of the Company’s common stock were issued to Care Capital and Rho concurrently with the completion of the Company’s initial public offering in return for cancelling Warrant 2. In connection with the issuance of the shares referenced above and the cancellation of Warrant 2, the Company settled the preferred stock warrant liability on its balance sheet on February 14, 2014. | |||||
The table below summarizes the changes in the fair value measurements of the Warrants, which used significant unobservable inputs (Level 3), from their issuance date (May 4, 2007) to March 31, 2014: | |||||
Warrants deemed fair value at issuance | $ | 2,403,788 | |||
Reclassification to additional paid-in capital upon partial Warrant 1 exercise | (245,402 | ) | |||
Change in deemed fair value of the Warrants during 2007 | 4,463,509 | ||||
Deemed fair value of warrants at December 31, 2007 | 6,621,895 | ||||
Reclassification to additional paid-in capital upon remaining Warrant 1 exercise | (2,213,480 | ) | |||
Change in deemed fair value of the Warrants during 2008 | 941,639 | ||||
Deemed fair value of warrants at December 31, 2008 | 5,350,054 | ||||
Change in deemed fair value of the Warrants during 2009 | (950,641 | ) | |||
Deemed fair value of warrants at December 31, 2009 | 4,399,413 | ||||
Change in deemed fair value of the Warrants during 2010 | — | ||||
Deemed fair value of warrants at December 31, 2010 | 4,399,413 | ||||
Change in deemed fair value of the Warrants during 2011 | (835,411 | ) | |||
Deemed fair value of warrants at December 31, 2011 | 3,564,002 | ||||
Change in deemed fair value of the Warrants during 2012 | 1,800 | ||||
Deemed fair value of warrants at December 31, 2012 | 3,565,802 | ||||
Change in deemed fair value of the Warrants during 2013 | 3,416,838 | ||||
Deemed fair value of warrants at December 31, 2013 | 6,982,640 | ||||
Change in deemed fair value of the Warrants during 2014 | 140,428 | ||||
Settlement of warrant liability during 2014 | (7,123,068 | ) | |||
Deemed fair value of warrants at March 31, 2014 | $ | — | |||
On February 10, 2014, the Company, in connection with the IPO, issued the underwriter warrants to purchase up to 62,000 shares of common stock. The warrants are exercisable at any time, in whole or in part, during the four-year period commencing one year from the effective date of the Company’s initial public offering. The warrants are exercisable at a price of $15.00 per share. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend or the Company’s recapitalization, reorganization, merger or consolidation. However, the warrant exercise price or underlying shares will not be adjusted for issuances of shares of common stock at a price below the warrant exercise price. | |||||
Common Stock | |||||
On February 6, 2014, the Company effected a 1-for-6.5 reverse stock split of its issued and outstanding shares of common stock and a proportional adjustment to the conversion ratio for each series of Series A Preferred Stock. Accordingly, all share and per share amounts for all periods presented in these financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the reverse stock split and adjustment of the preferred share conversion ratios. | |||||
On February 14, 2014, the Company filed an Amended and Restated Certificate of Incorporation which authorizes the issuance of 100,000,000 shares of common stock, and 5,000,000 shares of undesignated preferred stock. | |||||
On February 14, 2014, the Company closed its initial public offering of 3,100,000 shares of common stock at a price of $12.00 per share for total gross proceeds of $37.2 million, less underwriting discounts, commissions and offering expenses of approximately $3.8 million. In connection with the completion of the offering, 3,644,354 shares of common stock were issued for the conversion of all outstanding shares of Series A Preferred stock, 1,197,289 shares of common stock were issued for the convertible notes and accrued interest and 593,589 aggregate shares of common stock were issued in connection with the settlement of Warrant 2. |
STOCK_OPTION_PLAN
STOCK OPTION PLAN | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
STOCK OPTION PLAN | ' | ||||||||
STOCK OPTION PLAN | ' | ||||||||
NOTE F—STOCK OPTION PLAN | |||||||||
In 2005, the Company adopted the NephroGenex, Inc. 2005 Stock Option Plan (the “Plan”). The Plan, as amended, and subject to shareholder approval of an increase of 673,923 shares, provides for the granting of up to 1,283,226 shares of common stock to employees and consultants of the Company in the form of incentive and nonqualified stock options and shares of restricted stock. Options and restricted stock vest over various periods ranging from eight months to four years. All options expire ten years from grant date. Shares available for future grant at March 31, 2014 total 472,363. The table below summarizes stock option activity from the Plan’s inception through March 31, 2014. | |||||||||
Number | Weighted | Exercisable | |||||||
of Shares | Average | at March 31, | |||||||
Exercise | 2014 | ||||||||
Price | |||||||||
Granted | 2,489 | $ | 32.5 | 1,260 | |||||
Outstanding as of December 31, 2005 | 2,489 | 32.5 | |||||||
Granted | 52,659 | 0.65 | 53,535 | ||||||
Exercised | — | — | |||||||
Cancelled | — | — | |||||||
Outstanding as of December 31, 2007 | 55,148 | 2.08 | |||||||
Granted | 284,915 | 0.39 | 303,154 | ||||||
Exercised | — | — | |||||||
Cancelled | (2,000 | ) | 0.39 | ||||||
Outstanding as of December 31, 2008 | 338,063 | 0.65 | |||||||
Granted | 114,500 | 1.95 | 390,949 | ||||||
Exercised | — | — | |||||||
Cancelled | (18,965 | ) | 0.98 | ||||||
Outstanding as of December 31, 2009 | 433,598 | 0.98 | |||||||
Granted | — | — | 390,949 | ||||||
Exercised | (10,476 | ) | 0.39 | ||||||
Cancelled | — | — | |||||||
Outstanding as of December 31, 2010 | 423,122 | 0.98 | |||||||
Granted | 90,305 | 1.82 | 448,152 | ||||||
Exercised | — | — | |||||||
Cancelled | (1,538 | ) | 0.39 | ||||||
Outstanding as of December 31, 2011 | 511,889 | 1.17 | |||||||
Granted | — | — | |||||||
Exercised | — | — | |||||||
Cancelled | (38,084 | ) | 1.5 | 448,152 | |||||
Outstanding as of December 31, 2012 | 473,805 | 1.11 | |||||||
Granted | 91,261 | 2.02 | |||||||
Exercised | — | — | |||||||
Cancelled | (1,613 | ) | 32.5 | ||||||
Outstanding as of December 31, 2013 | 563,453 | 1.17 | 478,572 | ||||||
Granted | 247,410 | 10.28 | |||||||
Exercised | — | — | |||||||
Cancelled | — | — | |||||||
Outstanding as of March 31, 2014 | 810,863 | $ | 3.96 | 512,186 | |||||
As of March 31, 2014, there were 512,186 options exercisable with a weighted average exercise price of $1.60 and a weighted average remaining term of 4.9 years. | |||||||||
The Company determines the fair value of stock options using the Black-Scholes option pricing model. The assumptions used to value stock options from the Company’s inception to March 31, 2014, included expected terms ranging 4 to 10 years, risk free interest rate of approximately 2%, volatility of 60% to 80%, zero dividend yield and an estimated fair value of a share of common stock ranging from $0.39 to $12.00. Total unrecognized compensation costs related to unvested awards at March 31, 2014 was approximately $2.2 million and is expected to be recognized within future operating results over a weighted average period of approximately 4.0 years. Stock based compensation expense for the three months ended March 31, 2014 and 2013 was approximately $94,000 and $24,000, respectively. Stock based compensation expense for the period from May 25, 2004 (inception) to March 31, 2014 was approximately $810,000. | |||||||||
In November 2013, the Company issued 24,000 Restricted Stock Units (RSU) to its CEO in connection with his employment agreement. These RSUs were not issued under the Plan. The RSU represent the right to receive shares of common stock, subject to the terms and conditions of a restricted stock unit agreement and grant notice. | |||||||||
As of March 31, 2014, none of the RSU had vested. The fair value of the RSU was estimated to be approximately $109,000, on the date of grant, which is being recognized over the four year vesting period of the RSU. For the three months ended March 31, 2014 and for the period from May 25, 2004 (Inception) to March 31, 2014, the Company recognized approximately $6,800 and $11,000, respectively, of stock based compensation. Total unrecognized compensation costs related to the RSU at March 31, 2014 was approximately $98,000, which is expected to be recognized within future operating results over a period of approximately 3.5 years. | |||||||||
On February 14, 2014, the Company’s Board of Directors granted 247,410 stock options to employees and Directors of the Company subject to shareholder approval of an increase in shares eligible for issuance under the Plan. For accounting purposes, the Company determined these options to have been granted due to the fact that the Company’s Board of Directors controls greater than a majority of the Company’s outstanding common shares. |
LICENSE_AGREEMENTS
LICENSE AGREEMENTS | 3 Months Ended |
Mar. 31, 2014 | |
LICENSE AGREEMENTS | ' |
LICENSE AGREEMENTS | ' |
NOTE G—LICENSE AGREEMENTS | |
[1] BioStratum, Inc. | |
On May 8, 2006, the Company entered into a licensing agreement with Bio Stratum Incorporated (“Bio”) for exclusive rights to use certain technology. The agreement was amended on September 13, 2006 (the “2006 Bio Agreement”) and was superseded on May 4, 2007 by the Termination, Assignment, Assumption and Participation Agreement (the “2007 Bio Agreement”). In consideration for obtaining the licensed technology in 2006, the 2006 Bio Agreement provided for the issuance of 12,708 shares of common stock as defined and the payment of an upfront licensing fee of $500,000. The licensing fee was expensed during 2006 as research and development as the licensed technology will be used in the Company’s research efforts and had no alternative future use. The fair value of the 12,708 shares of common stock issued to Bio totaled approximately $5,000. The 2006 Bio Agreement contained numerous other terms and conditions substantially all of which were superseded by the 2007 Bio Agreement. The 2007 Bio Agreement provided for the Company to issue approximately 1.8 million shares of Series A stock and to issue approximately 208,000 shares of common stock contingent on the exercise of Warrant 1 (Note E). The estimated fair value of the 1.8 million shares of Series A stock totaled approximately $1.1 million and was expensed upon issuance as research and development as the licensed technology will be used in the Company’s research efforts and had no alternative future use. As discussed in Note E, in March 2008, the balance of Warrant 1 was fully exercised and Bio received approximately 208,000 shares of common stock as additional consideration for the licensed technology. The estimated fair value of the shares of common stock issued totaled approximately $81,000 and was expensed in 2008 upon issuance as research and development expense as the licensed technology will be used in the Company’s research efforts and had no alternative future use. | |
The Company recognized no expense for the Bio Agreement for the three months ended March 31, 2014 and 2013 and $1.1 million for the period May 25, 2004 (inception) to March 31, 2014, respectively. | |
[2] Vanderbilt University | |
During 2006, the Company entered into a licensing agreement with Vanderbilt University (“Vanderbilt”) for the rights to use certain technology. The agreement, as amended, requires the Company to make milestone payments totaling approximately $1.1 million based upon certain events as defined in the agreement. Should the Company successfully develop a product using the licensed technology, Vanderbilt will be due royalties based on net sales at a rate of 5%. The Company must also pay Vanderbilt 25% of non-royalty sub-licensee payments received from a sub-licensee. Certain milestones can be paid in stock or are creditable against future royalties due based on net sales. As of March 31, 2014, no milestone or royalty payments have been paid or accrued. | |
Annual minimum royalties due under the licensing agreement are $10,000 and will increase to $25,000 when a claim in the licensed patent rights is issued in a major market country, as defined. The licensing agreement expires when the underlying patents to the licensed technology expire. The Company may terminate the agreement upon 60 days written notice to Vanderbilt. In consideration for the license, the Company issued 462 shares of common stock and granted Vanderbilt the right to maintain their ownership interest at 2.5% (the “Right”) for the period to a private financing, as defined. The estimated value of the 462 shares of common stock and the Right totaled approximately $7,000, which was expensed as research and development as the licensed technology will be used in the Company’s research efforts and has no alternative future use. The licensing agreement was amended in 2007 and provided for the settlement of the Right in exchange for 17,257 shares of common stock. The amendment also obligated the Company to issue an additional 24,014 shares of common stock contingent on the exercise of Warrant 1. | |
As discussed in Note E, during March 2008, the balance of Warrant 1 was fully exercised, and accordingly, Vanderbilt received 24,014 shares of common stock as additional consideration for the licensed technology. The estimated fair value of the shares of common stock totaled approximately $9,000, which was expensed upon issuance as research and development as the licensed technology will be used in the Company’s research efforts and had no alternative future use. For all periods presented, expenses recognized in connection with Vanderbilt were not material. | |
[3] Tryggvason Biotech AB: | |
During 2005, the Company entered into a licensing agreement with Tryggvason Biotech AB and Handelsbolaget Christer Betsholtz (collectively “Tryggvason”) for the exclusive commercial rights to use their proprietary glomerular profiling technology. The agreement included an upfront payment of $5,000 and a commitment to issue 151 shares of common stock. The licensing fee was expensed as research and development as the licensed technology will be used in the Company’s research efforts and has no alternative future use. The fair value of the 151 shares of common stock issued was insignificant at the time of issuance. Tryggvason will be due royalties based on 2% of net sales, as defined. No royalties have been paid or accrued through March 31, 2014. The licensing agreement expires upon the expiration of the underlying patents. | |
[4] FibroStatin SL: | |
During 2005, the Company entered into a licensing agreement with FibroStatin SL, for exclusive commercial rights to their proprietary technology. The agreement included an upfront payment of $5,000 and a commitment to issue FibroStatin 153 shares of common stock. The licensing fee was expensed as research and development as the licensed technology will be used in the Company’s research efforts and has no alternative future use. The fair value of the 153 shares of common stock issued was insignificant at the time of issuance. This licensing agreement was terminated on April 12, 2007. | |
[5] The University of Kansas Medical Center Research Institute, Inc.: | |
During 2007, Bio assigned their rights to certain technology licensed from the University of Kansas Medical Center Research Institute, Inc. (“KUMC”) to the Company. The license gives the Company worldwide royalty free rights to use certain technology. Upon the achievement of certain defined product development milestones, the Company would be obligated to make up to $225,000 of payments to KUMC. The term of the agreement expires on the expiration of the underlying KUMC patents or November 2018, whichever occurs last. The Company can terminate the agreement with 90 days notice. As of March 31, 2014, no milestones have been paid or accrued. | |
[6] The University of South Carolina Research Foundation, Corp.: | |
During 2007, Bio assigned their rights to certain technology licensed from the University of South Carolina Research Foundation, Corp. (“USCRF”) to the Company. The license gives the Company worldwide rights to use certain technology. The agreement was amended in August 2013. The Company is obligated to pay an annual licensing fee of $30,000 through 2008, $60,000 from 2009 through 2010, $62,000 from 2011 through 2012, $122,000 in 2013 and $120,000 thereafter. Upon the achievement of certain defined product development milestones, the Company would be obligated to make up to $6.1 million of payments to USCRF. The Company will be obligated to pay USCRF a one-time fee of $35,000 upon execution of a sublicense and would pay to USCRF 25% of any non-royalty sublicense payments received from a sub-licensee. The term of the agreement expires on the expiration of the underlying USCRF patents. The Company can terminate the license at any time upon three months prior written notice to USCRF. As of March 31, 2014, no development milestones have been paid or accrued nor does the Company expect to achieve any development milestones during the next few years. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2014 | |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
NOTE H—RECENT ACCOUNTING PRONOUNCEMENTS | |
Occasionally, new accounting standards are issued or proposed by the Financial Accounting Standards Board (the “FASB”), or other standards-setting bodies that the Company adopts by the effective date specified within the standard. Unless otherwise discussed, standards that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption. | |
In February 2013, the FASB issued a final rule related to the reporting of amounts reclassified out of accumulated other comprehensive income that requires entities to report, either on their income statement or in a footnote to their financial statements, the effects on earnings from items that are reclassified out of other comprehensive income. The new accounting rule was effective for the Company in the first quarter of 2013. The adoption of the new accounting rule did not have a material effect on the Company’s financial condition, results of operations or cash flows. The Company chose to present the total of comprehensive income, the components of net income, and the components of other comprehensive income in a single continuous statement of operations and comprehensive income. | |
In July 2013, the FASB issued Accounting Standards Update, or ASU, No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU 2013-11 provides explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013, with an option for early adoption. The Company adopted this guidance on January 1, 2014. The adoption did not impact the Company’s financial position or results of operations. |
COMMITMENTS
COMMITMENTS | 3 Months Ended |
Mar. 31, 2014 | |
COMMITMENTS | ' |
COMMITMENTS | ' |
NOTE I—COMMITMENTS | |
Lease | |
The Company’s operating lease agreement in Research Triangle Park, North Carolina expired in December 2013, and the Company is currently leasing the space on a month-to-month basis. | |
For the three months ended March 31, 2014 and 2013 and for the cumulative period from May 25, 2004 (inception) to March 31, 2014, rent expense was approximately $13,000, $13,000, and $551,000, respectively. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2014 | |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE J—RELATED PARTY TRANSACTIONS | |
From time to time, the Company reimbursed Care Capital, LLC (“Care”), an affiliate of the majority shareholder of the Company, for certain expenses paid by Care on behalf of the Company. During 2007, the Company reimbursed Care approximately $80,000 for expenses incurred by Care in connection with the May 2007 Stock Purchase Agreement (Note E). | |
The Company uses the services of a Care employee and reimburses Care for such personnel services incurred by Care on behalf of the Company. For the three months ended March 31, 2014 and 2013 and the cumulative period from May 25, 2004 (inception) to March 31, 2014, the total expense recognized in operating results in connection with services provided by Care was $50,000, $24,000 and $714,000, respectively. | |
As discussed in Note G, the Company has entered into license and royalty agreements with certain shareholders of the Company. |
QUALIFIED_THERAPEUTIC_DISCOVER
QUALIFIED THERAPEUTIC DISCOVERY PROGRAM AWARD | 3 Months Ended |
Mar. 31, 2014 | |
QUALIFIED THERAPEUTIC DISCOVERY PROGRAM AWARD | ' |
QUALIFIED THERAPEUTIC DISCOVERY PROGRAM AWARD | ' |
NOTE K—QUALIFIED THERAPEUTIC DISCOVERY PROGRAM AWARD | |
In 2010, the Company was awarded approximately $244,000 under the Federal government Qualifying Therapeutic Discovery Program (“QTDP”) initiative, all of which is included in other income in the accompanying statement of operations for the period from May 25, 2004 (inception) through March 31, 2014. |
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
SIGNIFICANT ACCOUNTING POLICIES | ' |
Basis of presentation | ' |
Basis of presentation: | |
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). | |
From its inception, the Company has devoted substantially all of its efforts to business planning, engaging regulatory, manufacturing and other technical consultants, acquiring operating assets, planning clinical trials and raising capital. The Company has experienced net losses since its inception and, as of March 31, 2014, had a deficit accumulated during the development stage of $42.7 million. | |
Use of estimates | ' |
Use of estimates: | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Segment reporting | ' |
Segment reporting: | |
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment. | |
Cash and cash equivalents | ' |
Cash and cash equivalents: | |
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. | |
Property and equipment | ' |
Property and equipment: | |
Property and equipment consists of furniture, fixtures and computers. Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the respective asset’s useful life. Maintenance and repairs that do not improve or extend the life of assets are expensed as incurred. When an asset is retired or disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gains or losses are reflected within the statement of operations. | |
Fair value of financial instruments | ' |
Fair value of financial instruments: | |
FASB ASC 820—Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. The estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. | |
FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). | |
The three levels of the fair value hierarchy are as follows: | |
· Level 1—Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. | |
· Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g. quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. | |
· Level 3—Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. | |
The carrying amounts reported in the balance sheet for cash and cash equivalents, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The carrying amounts reported in the balance sheet for notes payable approximate their fair value based on market rates of interest and the terms of the notes. The Company recognizes all derivative financial instruments as assets or liabilities in the financial statements and measures them at fair value with changes in fair value reflected as current period income or loss unless the derivatives qualify as hedges. Certain terms of the May 4, 2007 Stock Purchase Agreement were accounted for as derivatives, which were valued under Level 3 of the fair value hierarchy. See Note E, Stockholders’ Equity (Deficit). | |
Research and development costs | ' |
Research and development costs: | |
Research and development costs are expensed as incurred. Research and development expenses include personnel costs associated with research and development activities including non-cash share-based compensation, costs for third-party contractors to perform research, conduct clinical trials and prepare drug materials, research supplies and facilities costs. The Company accrues for costs incurred by external service providers, including contract research organizations and clinical investigators, based on its estimates of service performed and costs incurred. These estimates include the level of services performed by the third parties, patient enrollment in clinical trials, administrative costs incurred by the third parties, and other indicators of the services completed. Based on the timing of amounts invoiced by service providers, the Company may also record payments made to those providers as prepaid expenses that will be recognized as expense in future periods as the related services are rendered. | |
Income taxes | ' |
Income taxes: | |
The Company utilizes the liability method of accounting for income taxes as required by FASB ASC Topic 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Uncertain tax positions are evaluated in accordance with this topic and if appropriate, the amount of unrecognized tax benefits are recorded within deferred tax assets. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. | |
ASC Topic 740 also clarifies the accounting for uncertainty in income taxes recognized in the financial statements. The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. There were no significant matters determined to be unrecognized tax benefits taken or expected to be taken in a tax return that have been recorded in the Company’s financial statements through March 31, 2014. ASC Topic 740 provides guidance on the recognition of interest and penalties related to income taxes. There were no interest or penalties related to income taxes that have been accrued or recognized as of March 31, 2014 or for the three months ended March 31, 2014 or 2013, or for the period from May 25, 2004 (inception) to March 31, 2014. The Company has elected to treat interest and penalties, to the extent they arise, as a component of income taxes. Tax years beginning in 2010 for federal purposes are generally subject to examination by taxing authorities, although net operating losses from all prior years are subject to examinations and adjustments for at least three years following the year in which the tax attributes are utilized. | |
Stock based compensation | ' |
Stock based compensation: | |
The Company recognizes compensation cost relating to share-based payment transactions in net loss using a fair-value measurement method, in accordance with ASC-718 Compensation-Stock Compensation. ASC-718 requires all share based payments to employees, including grants of employee stock option, to be recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. The Company determines the fair value of share-based awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate fair value. The method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield, expected forfeiture rate and expected life of the options. The Company has also granted stock options to nonemployees. Grants to non-employees are accounted for in accordance with ASC-505-50 Equity—Based Payments to Non-Employees. The Company determines the fair value of share based awards granted to nonemployees similar to the way fair value of awards are determined for employees except that certain assumptions used in the Black-Scholes option-pricing model, such as expected life of the option, maybe different and the fair value of each award is adjusted at the end of each period for any change in fair value from the previous valuation until the award vests. | |
Earnings Per Share | ' |
Earnings Per Share: | |
Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. Since there are a significant number of common stock options outstanding, fluctuations in the actual market price could have a variety of results for each period presented. No potentially dilutive equity instruments were included in the computations of diluted earnings per share for the three months ended March 31, 2014 or 2013 or for the period from May 25, 2004 (inception) to March 31, 2014 because their effect would be anti-dilutive as a result of losses incurred during those periods. Shares issuable upon the exercise of options outstanding at March 31, 2014 and 2013 were 810,863 and 473,805, respectively. As of March 31, 2014, the Company had also issued 24,000 Restricted Stock Units (RSU). |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2014 | ||||||||||
PROPERTY AND EQUIPMENT | ' | |||||||||
Schedule of property and equipment | ' | |||||||||
Useful Life | 2014 | 2013 | ||||||||
Computer equipment | 3 years | $ | 54,646 | $ | 50,730 | |||||
Furniture and fixtures | 7 years | 66,275 | 66,275 | |||||||
120,921 | 117,005 | |||||||||
Less accumulated depreciation | (106,932 | ) | (106,179 | ) | ||||||
Property and equipment, net | $ | 13,989 | $ | 10,826 |
STOCKHOLDERS_EQUITY_DEFICIENCY1
STOCKHOLDERS' EQUITY (DEFICIENCY) (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
STOCKHOLDERS' EQUITY (DEFICIENCY) | ' | ||||
Summary of allocation of consideration received to financial instruments | ' | ||||
Consideration received | |||||
Cash | $ | 1,500,000 | |||
Conversion of the Notes and accrued interest (See Note D) | 2,313,772 | ||||
Acquired technology | 1,093,339 | ||||
$ | 4,907,111 | ||||
Allocation to financial instruments | |||||
Series A stock | $ | 2,503,323 | |||
Preferred stock warrant liability | 2,403,788 | ||||
$ | 4,907,111 | ||||
Summary of the changes in the fair value measurements of the warrants | ' | ||||
Warrants deemed fair value at issuance | $ | 2,403,788 | |||
Reclassification to additional paid-in capital upon partial Warrant 1 exercise | (245,402 | ) | |||
Change in deemed fair value of the Warrants during 2007 | 4,463,509 | ||||
Deemed fair value of warrants at December 31, 2007 | 6,621,895 | ||||
Reclassification to additional paid-in capital upon remaining Warrant 1 exercise | (2,213,480 | ) | |||
Change in deemed fair value of the Warrants during 2008 | 941,639 | ||||
Deemed fair value of warrants at December 31, 2008 | 5,350,054 | ||||
Change in deemed fair value of the Warrants during 2009 | (950,641 | ) | |||
Deemed fair value of warrants at December 31, 2009 | 4,399,413 | ||||
Change in deemed fair value of the Warrants during 2010 | — | ||||
Deemed fair value of warrants at December 31, 2010 | 4,399,413 | ||||
Change in deemed fair value of the Warrants during 2011 | (835,411 | ) | |||
Deemed fair value of warrants at December 31, 2011 | 3,564,002 | ||||
Change in deemed fair value of the Warrants during 2012 | 1,800 | ||||
Deemed fair value of warrants at December 31, 2012 | 3,565,802 | ||||
Change in deemed fair value of the Warrants during 2013 | 3,416,838 | ||||
Deemed fair value of warrants at December 31, 2013 | 6,982,640 | ||||
Change in deemed fair value of the Warrants during 2014 | 140,428 | ||||
Settlement of warrant liability during 2014 | (7,123,068 | ) | |||
Deemed fair value of warrants at March 31, 2014 | $ | — |
STOCK_OPTION_PLAN_Tables
STOCK OPTION PLAN (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
STOCK OPTION PLAN | ' | ||||||||
Summary of stock option activity | ' | ||||||||
Number | Weighted | Exercisable | |||||||
of Shares | Average | at March 31, | |||||||
Exercise | 2014 | ||||||||
Price | |||||||||
Granted | 2,489 | $ | 32.5 | 1,260 | |||||
Outstanding as of December 31, 2005 | 2,489 | 32.5 | |||||||
Granted | 52,659 | 0.65 | 53,535 | ||||||
Exercised | — | — | |||||||
Cancelled | — | — | |||||||
Outstanding as of December 31, 2007 | 55,148 | 2.08 | |||||||
Granted | 284,915 | 0.39 | 303,154 | ||||||
Exercised | — | — | |||||||
Cancelled | (2,000 | ) | 0.39 | ||||||
Outstanding as of December 31, 2008 | 338,063 | 0.65 | |||||||
Granted | 114,500 | 1.95 | 390,949 | ||||||
Exercised | — | — | |||||||
Cancelled | (18,965 | ) | 0.98 | ||||||
Outstanding as of December 31, 2009 | 433,598 | 0.98 | |||||||
Granted | — | — | 390,949 | ||||||
Exercised | (10,476 | ) | 0.39 | ||||||
Cancelled | — | — | |||||||
Outstanding as of December 31, 2010 | 423,122 | 0.98 | |||||||
Granted | 90,305 | 1.82 | 448,152 | ||||||
Exercised | — | — | |||||||
Cancelled | (1,538 | ) | 0.39 | ||||||
Outstanding as of December 31, 2011 | 511,889 | 1.17 | |||||||
Granted | — | — | |||||||
Exercised | — | — | |||||||
Cancelled | (38,084 | ) | 1.5 | 448,152 | |||||
Outstanding as of December 31, 2012 | 473,805 | 1.11 | |||||||
Granted | 91,261 | 2.02 | |||||||
Exercised | — | — | |||||||
Cancelled | (1,613 | ) | 32.5 | ||||||
Outstanding as of December 31, 2013 | 563,453 | 1.17 | 478,572 | ||||||
Granted | 247,410 | 10.28 | |||||||
Exercised | — | — | |||||||
Cancelled | — | — | |||||||
Outstanding as of March 31, 2014 | 810,863 | $ | 3.96 | 512,186 |
ORGANIZATION_HISTORY_AND_NATUR1
ORGANIZATION, HISTORY AND NATURE OF OPERATIONS (Details) (USD $) | 0 Months Ended |
In Millions, except Share data, unless otherwise specified | Feb. 14, 2014 |
ORGANIZATION, HISTORY AND NATURE OF OPERATIONS | ' |
Number of shares issued | 3,100,000 |
Common stock price (in dollars per share) | $12 |
Total gross proceeds | $37.20 |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2005 | Nov. 30, 2013 | Mar. 31, 2014 | |
item | Options | Options | Options | Options | Options | Options | Options | Options | Options | Options | RSU | RSU | |||
CEO | CEO | ||||||||||||||
SIGNIFICANT ACCOUNTING POLICIES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deficit accumulated during the development stage | ($42,699,522) | ($40,999,206) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of operating segment | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income taxes: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest or penalties related to income taxes accrued or recognized | $0 | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issuable upon the exercise of options (in shares) | ' | ' | ' | 810,863 | 563,453 | 473,805 | 473,805 | 511,889 | 423,122 | 433,598 | 338,063 | 55,148 | 2,489 | ' | ' |
Restricted Stock Units (RSU) issues (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,000 | 24,000 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | 3 Months Ended | 118 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Property and equipment, net | ' | ' | ' | ' |
Property and equipment | $120,921 | ' | $120,921 | $117,005 |
Less accumulated depreciation | -106,932 | ' | -106,932 | -106,179 |
Property and equipment, net | 13,989 | ' | 13,989 | 10,826 |
Depreciation expense | 753 | 3,143 | 106,932 | ' |
Computer equipment | ' | ' | ' | ' |
Property and equipment, net | ' | ' | ' | ' |
Property and equipment | 54,646 | ' | 54,646 | 50,730 |
Useful Life | '3 years | ' | ' | ' |
Furniture and fixtures | ' | ' | ' | ' |
Property and equipment, net | ' | ' | ' | ' |
Property and equipment | $66,275 | ' | $66,275 | $66,275 |
Useful Life | '7 years | ' | ' | ' |
NOTES_PAYABLE_Details
NOTES PAYABLE (Details) (USD $) | 3 Months Ended | 118 Months Ended | 18 Months Ended | 0 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2006 | Dec. 31, 2006 | Dec. 31, 2006 | Feb. 14, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Notes | Notes | Notes | Promissory notes | Promissory notes | Promissory notes | Promissory notes | |||||
Minimum | Maximum | ||||||||||
NOTES PAYABLE | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount lent by stockholders | ' | ' | ' | ' | $1,700,000 | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | 7.75% | 11.25% | ' | ' | ' | ' |
Amount of debt having beneficial conversion feature | ' | ' | ' | ' | 560,000 | ' | ' | ' | ' | ' | ' |
Proceeds from sale of convertible debt | ' | 512,048 | 7,916,870 | ' | ' | ' | ' | ' | 4,562,000 | 1,255,000 | 2,100,000 |
Shares issued for conversion of debt | ' | ' | ' | ' | ' | ' | ' | 1,197,289 | ' | ' | ' |
Accrued interest | 0 | ' | 0 | 650,000 | ' | ' | ' | ' | ' | ' | ' |
Interest expenses | $78,084 | $71,303 | $1,510,849 | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_DEFICIENCY2
STOCKHOLDERS' EQUITY (DEFICIENCY) (Details) (USD $) | 3 Months Ended | 7 Months Ended | 12 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | 68 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||
Mar. 31, 2014 | Dec. 31, 2004 | Dec. 31, 2010 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2010 | Dec. 31, 2008 | Dec. 31, 2007 | Mar. 31, 2014 | Dec. 31, 2004 | Dec. 31, 2008 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | 4-May-07 | 4-May-07 | 4-May-07 | Mar. 31, 2008 | 4-May-07 | Mar. 31, 2008 | Dec. 31, 2007 | 4-May-07 | Mar. 31, 2008 | 4-May-07 | |
Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Common Stock | Common Stock | Common Stock | Warrants | Warrants | Warrants | First Close | First Close | First Close | Warrant 1 | Warrant 1 | Warrant 1 | Warrant 1 | Warrant 1 | Warrant 1 | Warrant 1 | ||||||
Minimum | Maximum | item | Preferred stock warrant liability | Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Series A Convertible Preferred Stock | Common Stock | Common Stock | |||||||||||||||
Stock issued (in shares) | ' | ' | ' | ' | ' | ' | ' | 4,783,612 | ' | ' | ' | ' | ' | ' | ' | ' | 4,800,000 | ' | ' | ' | ' | ' | ' | ' |
Number of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | $550 | $1,000,000 | $20,231,121 | $2,245,402 | $900 | $16,204 | $1,800 | ' | $2 | $45 | ' | ' | ' | $1,500,000 | ' | ' | $18,000,000 | ' | ' | $2,000,000 | ' | ' | ' |
Number of shares of stock issued | ' | ' | ' | ' | ' | 900,228 | 16,204,100 | 1,800,456 | ' | 1,690 | 45,230 | ' | ' | ' | ' | ' | ' | ' | ' | 16,000,000 | 1,800,000 | ' | 45,234 | ' |
Conversion of the Notes and accrued interest | 8,645,049 | ' | ' | ' | ' | ' | ' | ' | 1,197 | ' | ' | ' | ' | ' | 2,313,772 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired technology | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,093,339 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | ' | ' | ' | ' | 2,503,323 | ' | ' | 4,784 | ' | ' | ' | ' | ' | ' | 4,907,111 | 2,403,788 | 2,503,323 | ' | ' | ' | ' | ' | ' | ' |
Number of shares of stock to be acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,000,000 | ' | 45,234 |
Aggregate exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $20,000,000 | ' | ' | ' | ' | ' |
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.11 | $1.39 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumptions used to calculate fair value of the warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk free interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.19% | 3.36% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKHOLDERS_EQUITY_DEFICIENCY3
STOCKHOLDERS' EQUITY (DEFICIENCY) (Details 2) (USD $) | 0 Months Ended | 3 Months Ended | 118 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||
Feb. 14, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2008 | Dec. 31, 2007 | Feb. 14, 2014 | Feb. 06, 2014 | Mar. 31, 2014 | Feb. 10, 2014 | 4-May-07 | Feb. 14, 2014 | Jan. 16, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | 4-May-07 | |
Warrant 1 | Warrant 1 | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | |||||
Underwriter | Warrant 1 | Warrant 2 | Warrant 2 | ||||||||||||||||||
Changes in the fair value of Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deemed fair value of warrants at the beginning of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,982,640 | $3,565,802 | $3,564,002 | $4,399,413 | $5,350,054 | $6,621,895 | ' | $2,403,788 |
Reclassification to additional paid-in capital upon partial Warrant 1 exercise | ' | ' | ' | ' | -2,213,480 | -245,402 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in deemed fair value of the Warrants | ' | 140,428 | 7,178,162 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 140,428 | 3,416,838 | 1,800 | -835,411 | -950,641 | 941,639 | 4,463,509 | ' |
Settlement of warrant liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -7,123,068 | ' | ' | ' | ' | ' | ' | ' |
Deemed fair value of warrants at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,982,640 | 3,565,802 | 3,564,002 | 4,399,413 | 5,350,054 | 6,621,895 | 2,403,788 |
Additional disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reverse stock split ratio | ' | ' | ' | ' | ' | ' | ' | 0.1538 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants to purchase shares of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62,000 | 45,234 | ' | 593,589 | ' | ' | ' | ' | ' | ' | ' | ' |
Term of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period from effective date of initial public offering until warrants are exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants exercisable price per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued (in shares) | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock price (in dollars per share) | $12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total gross proceeds | 37,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for preferred stock (unaudited) (in shares) | ' | ' | ' | ' | ' | ' | 3,644,354 | ' | 3,644,354 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock for all outstanding shares of series A preferred stock (in shares) | ' | ' | ' | ' | ' | ' | 1,197,289 | ' | 1,197,289 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of underwriting discounts, commissions and offering expenses | $3,800,000 | $3,731,763 | $3,761,392 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued for cancellation of warrants | ' | ' | ' | ' | ' | ' | 593,589 | ' | 593,589 | ' | ' | 593,589 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STOCK_OPTION_PLAN_Details
STOCK OPTION PLAN (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 118 Months Ended | 12 Months Ended | 118 Months Ended | 12 Months Ended | 118 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 118 Months Ended | ||||||||||
Dec. 31, 2005 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2005 | Mar. 31, 2014 | Dec. 31, 2005 | Mar. 31, 2014 | Dec. 31, 2005 | Mar. 31, 2014 | Feb. 14, 2014 | Dec. 31, 2005 | Dec. 31, 2005 | Nov. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | |
Options | Options | Options | Options | Options | Options | Options | Options | Options | Options | Options | Options | Options | Options | Options | Options | RSU | RSU | RSU | RSU | RSU | |||
Minimum | Minimum | Maximum | Maximum | Employees and Directors | Minimum | Maximum | CEO | CEO | CEO | ||||||||||||||
STOCK OPTION PLAN | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in number of shares authorized under the plan | 673,923 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares authorized under the plan | 1,283,226 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '8 months | ' | '4 years | ' | ' | '8 months | '4 years | ' | '4 years | ' |
Expiration period | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares available for future grant | ' | 472,363 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | ' | ' | 563,453 | 473,805 | 473,805 | 511,889 | 423,122 | 433,598 | 338,063 | 55,148 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | 247,410 | ' | 91,261 | ' | 90,305 | ' | 114,500 | 284,915 | 52,659 | 2,489 | ' | ' | ' | ' | ' | 247,410 | ' | ' | ' | ' | ' |
Exercised (in shares) | ' | ' | ' | ' | ' | ' | ' | -10,476 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancelled (in shares) | ' | ' | ' | ' | -1,613 | -38,084 | -1,538 | ' | -18,965 | -2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in shares) | ' | ' | 810,863 | 473,805 | 563,453 | 473,805 | 511,889 | 423,122 | 433,598 | 338,063 | 55,148 | 2,489 | 810,863 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | ' | ' | $1.17 | $1.11 | $1.11 | $1.17 | $0.98 | $0.98 | $0.65 | $2.08 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in dollars per share) | ' | ' | $10.28 | ' | $2.02 | ' | $1.82 | ' | $1.95 | $0.39 | $0.65 | $32.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $0.39 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancelled (in dollars per share) | ' | ' | ' | ' | $32.50 | $1.50 | $0.39 | ' | $0.98 | $0.39 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars per share) | ' | ' | $3.96 | ' | $1.17 | $1.11 | $1.17 | $0.98 | $0.98 | $0.65 | $2.08 | $32.50 | $3.96 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period (in shares) | ' | ' | 512,186 | ' | 478,572 | 448,152 | 448,152 | 390,949 | 390,949 | 303,154 | 53,535 | 1,260 | 512,186 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price for exercisable options (in dollars per share) | ' | ' | $1.60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average remaining term for exercisable options | ' | ' | '4 years 10 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumptions used to determine the fair value of the stock options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | '10 years | ' | ' | ' | ' | ' | ' |
Risk free interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Volatility (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% | ' | 80.00% | ' | ' | ' | ' | ' | ' |
Dividend yield | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.39 | ' | $12 | ' | ' | ' | ' | ' | ' |
Additional disclosure related to options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total unrecognized compensation costs | ' | ' | $2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average period for recognizing compensation cost | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years 6 months | ' |
Stock based compensation expense | ' | ' | 94,000 | 24,000 | ' | ' | ' | ' | ' | ' | ' | ' | 810,000 | ' | ' | ' | ' | ' | ' | ' | ' | 6,800 | 11,000 |
Additional disclosure related to other than options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of award issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,000 | 24,000 | ' |
Awards vested (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' |
Fair value of units on date of grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 109,000 | ' |
Total unrecognized compensation costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $98,000 | $98,000 |
LICENSE_AGREEMENTS_Details
LICENSE AGREEMENTS (Details) (USD $) | 3 Months Ended | 118 Months Ended | 0 Months Ended | 3 Months Ended | 118 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | 4-May-07 | 4-May-07 | Sep. 13, 2006 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2007 | Mar. 31, 2014 | Dec. 31, 2007 | 4-May-07 | Sep. 13, 2006 | Dec. 31, 2008 | Dec. 31, 2006 | 4-May-07 | Mar. 31, 2014 | Dec. 31, 2006 | Mar. 31, 2008 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2006 | Mar. 31, 2014 | Dec. 31, 2005 | Dec. 31, 2006 | Dec. 31, 2005 | Dec. 31, 2005 | Dec. 31, 2007 | Dec. 31, 2005 | |
Series A Preferred Stock | Common stock | BioStratum, Inc. | BioStratum, Inc. | BioStratum, Inc. | BioStratum, Inc. | BioStratum, Inc. | BioStratum, Inc. | BioStratum, Inc. | BioStratum, Inc. | BioStratum, Inc. | BioStratum, Inc. | BioStratum, Inc. | BioStratum, Inc. | BioStratum, Inc. | Vanderbilt | Vanderbilt | Vanderbilt | Vanderbilt | Vanderbilt | Vanderbilt | Tryggvason | Tryggvason | Tryggvason | Tryggvason | FibroStatin SL | FibroStatin SL | FibroStatin SL | ||||
Warrant 1 | Warrant 1 | KUMC | KUMC | USCRF | USCRF | Series A Preferred Stock | Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | |||||||||||||
LICENSE AGREEMENTS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Upfront payment | ' | ' | ' | ' | ' | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000 | ' | ' | $5,000 | ' | ' |
Fair value of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | 81,000 | ' | ' | ' | ' | 9,000 | ' | ' | 7,000 | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of shares to be issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of shares and warrant (Note G) (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 461 | ' | ' | ' | ' | ' | ' | ' |
Number of shares of stock to be acquired | ' | ' | ' | 18,000,000 | 45,234 | ' | ' | ' | ' | ' | ' | ' | ' | 1,800,000 | ' | ' | ' | 208,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 151 | ' | ' | 153 |
Number of shares received as additional consideration under agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,257 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares received as consideration under agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 207,744 | 12,707 | ' | ' | ' | ' | 24,013 | ' | ' | ' | ' | 151 | ' | ' | 153 | ' |
License Costs | 457,376 | 264,560 | 29,465,241 | ' | ' | ' | 0 | 0 | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Potential milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 225,000 | ' | 6,100,000 | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of royalty based on net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' |
Percentage of non-royalty based on sub-licensee payments received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment or accrual under the agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' |
Annual minimum royalties due under agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual minimum royalties due when claim in the licensed patent rights issued in defined major market country | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of notice required for termination of agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | ' | '3 months | ' | ' | ' | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual licensing fee through 2008 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual licensing fee from 2009 through 2010 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual licensing fee from 2011 through 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual licensing fee in 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 122,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual licensing fee thereafter | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments upon execution of a sub license | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $35,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
COMMITMENTS_Details
COMMITMENTS (Details) (USD $) | 3 Months Ended | 118 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Lease | ' | ' | ' |
Rent expense | $13,000 | $13,000 | $551,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 0 Months Ended | 3 Months Ended | 118 Months Ended | 3 Months Ended | 12 Months Ended | 118 Months Ended | |
Feb. 14, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2007 | Mar. 31, 2014 | |
Care | Care | Care | Care | ||||
RELATED PARTY TRANSACTIONS | ' | ' | ' | ' | ' | ' | ' |
Payments of Stock Issuance Costs | $3,800,000 | $3,731,763 | $3,761,392 | ' | ' | $80,000 | ' |
Expense for services provided | ' | ' | ' | $50,000 | $24,000 | ' | $714,000 |
QUALIFIED_THERAPEUTIC_DISCOVER1
QUALIFIED THERAPEUTIC DISCOVERY PROGRAM AWARD (Details) (USD $) | 118 Months Ended |
Mar. 31, 2014 | |
QUALIFIED THERAPEUTIC DISCOVERY PROGRAM AWARD | ' |
Qualifying Therapeutic Discovery Program grant | $244,479 |