Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 08, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | 22nd Century Group, Inc. | |
Entity Central Index Key | 1,347,858 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | XXII | |
Entity Common Stock, Shares Outstanding | 90,895,234 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 10,729,022 | $ 13,468,188 |
Accounts receivable, net | 2,134 | 40,992 |
Inventory, net | 3,034,973 | 3,092,686 |
Prepaid expenses and other assets | 433,680 | 195,569 |
Total current assets | 14,199,809 | 16,797,435 |
Machinery and equipment, net | 2,360,253 | 2,434,663 |
Other assets: | ||
Intangible assets, net | 7,438,849 | 7,389,946 |
Investment | 1,366,493 | 1,020,313 |
Total other assets | 8,805,342 | 8,410,259 |
Total assets | 25,365,404 | 27,642,357 |
Current liabilities: | ||
Current portion of note payable | 314,226 | 307,938 |
Accounts payable | 1,728,605 | 1,340,156 |
Accrued expenses | 1,227,122 | 1,401,566 |
Accrued severance | 149,365 | 199,657 |
Total current liabilities | 3,419,318 | 3,249,317 |
Warrant liability | 64,025 | 58,681 |
Total liabilities | 3,483,343 | 3,307,998 |
Commitments and contingencies (Note 12) | ||
Shareholders' equity | ||
Common shares value | 908 | 907 |
Capital in excess of par value | 102,640,885 | 102,471,907 |
Accumulated deficit | (80,759,732) | (78,138,455) |
Total shareholders' equity | 21,882,061 | 24,334,359 |
Total liabilities and shareholders' equity | $ 25,365,404 | $ 27,642,357 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares issued | 90,799,041 | 90,698,113 |
Common stock, shares outstanding | 90,799,041 | 90,698,113 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue: | ||
Sale of products, net | $ 2,231,517 | $ 3,019,056 |
Cost of goods sold (exclusive of depreciation shown separately below): | ||
Products | 2,505,414 | 2,895,410 |
Gross (loss) profit | (273,897) | 123,646 |
Operating expenses: | ||
Research and development (including equity based compensation of $13,950 and $45,056, respectively) | 550,851 | 597,391 |
General and administrative (including equity based compensation of $128,449 and $226,175, respectively) | 1,620,479 | 1,846,607 |
Sales and marketing costs (including equity based compensation of $26,580 and $11,636, respectively) | 295,713 | 702,614 |
Depreciation | 88,121 | 80,597 |
Amortization | 140,888 | 124,841 |
Total operating expenses | 2,696,052 | 3,352,050 |
Operating loss | (2,969,949) | (3,228,404) |
Other income (expense): | ||
Warrant liability (loss) gain - net | (5,344) | 71,065 |
Gain (loss) on investment | 346,180 | (87,232) |
Interest income | 15,755 | 2,493 |
Interest expense | (7,919) | (10,374) |
Total other income (expense) | 348,672 | (24,048) |
Loss before income taxes | (2,621,277) | (3,252,452) |
Income taxes | 0 | 0 |
Net loss | $ (2,621,277) | $ (3,252,452) |
Loss per common share - basic and diluted | $ (0.03) | $ (0.04) |
Common shares used in basic and diluted earnings per share calculation | 90,699,874 | 74,031,148 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Research and Development Expense [Member] | ||
Allocated Share-based Compensation Expense | $ 13,950 | $ 45,056 |
General and Administrative Expense [Member] | ||
Allocated Share-based Compensation Expense | 128,449 | 226,175 |
Sales and Marketing Costs Expense [Member] | ||
Allocated Share-based Compensation Expense | $ 26,580 | $ 11,636 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - 3 months ended Mar. 31, 2017 - USD ($) | Total | Common Stock [Member] | Contributed Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2016 | $ 24,334,359 | $ 907 | $ 102,471,907 | $ (78,138,455) |
Beginning balance, shares at Dec. 31, 2016 | 90,698,113 | |||
Stock based compensation | 168,979 | $ 0 | 168,979 | 0 |
Stock based compensation (in shares) | 0 | |||
Stock issued in connection with warrant exercise | 0 | $ 1 | (1) | 0 |
Stock issued in connection with warrant exercise (in shares) | 100,928 | |||
Net loss | (2,621,277) | $ 0 | 0 | (2,621,277) |
Ending balance at Mar. 31, 2017 | $ 21,882,061 | $ 908 | $ 102,640,885 | $ (80,759,732) |
Ending balance (in shares) at Mar. 31, 2017 | 90,799,041 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (2,621,277) | $ (3,252,452) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization and depreciation | 204,503 | 180,932 |
Amortization of license fees | 24,506 | 24,506 |
(Gain) loss on investment | (346,180) | 87,232 |
Accretion of interest on note payable and accrued severance | 7,919 | 10,374 |
Warrant liability loss (gain) | 5,344 | (71,065) |
Equity based employee compensation expense | 168,979 | 259,994 |
Equity based payments for outside services | 0 | 22,873 |
Decrease in allowance for doubtful accounts | (10,000) | 0 |
Decrease (increase) in assets: | ||
Accounts receivable | 48,858 | (51,684) |
Inventory | 57,713 | (214,553) |
Prepaid expenses and other assets | (238,111) | 90,036 |
Increase (decrease) in liabilities: | ||
Accounts payable | 228,754 | 301,955 |
Accrued expenses | (174,444) | (126,741) |
Accrued severance | (51,923) | (60,578) |
Net cash used in operating activities | (2,695,359) | (2,799,171) |
Cash flows from investing activities: | ||
Acquisition of patents and trademarks | (30,097) | 0 |
Acquisition of machinery and equipment | (13,710) | (1,520) |
Net cash used in investing activities | (43,807) | (1,520) |
Cash flows from financing activities: | ||
Proceeds from exercise of warrants | 0 | 196 |
Net proceeds from February 2016 registered direct offering | 0 | 5,091,791 |
Net cash provided by financing activities | 0 | 5,091,987 |
Net (decrease) increase in cash | (2,739,166) | 2,291,296 |
Cash - beginning of period | 13,468,188 | 3,760,297 |
Cash - end of period | 10,729,022 | 6,051,593 |
Net cash paid for: | ||
Cash paid during the period for interest | 1,631 | 10,374 |
Cash paid during the period for income taxes | 0 | 0 |
Non-cash transactions: | ||
Patent and trademark additions included in accounts payable | 159,693 | 143,828 |
Reclassification of warrant liability to capital in excess of par due to voiding of exchange rights clause in Crede Tranche 1A warrant | $ 0 | $ 2,810,000 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair and non-misleading presentation of the financial statements have been included. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. These interim consolidated financial statements should be read in conjunction with the December 31, 2016 audited consolidated financial statements and the notes thereto. - The accompanying consolidated financial statements include the accounts of 22nd Century Group, Inc. (“22nd Century Group”), its three wholly-owned subsidiaries, 22nd Century Limited, LLC (“22nd Century Ltd”), NASCO Products, LLC (“NASCO”), and Botanical Genetics, LLC (“Botanical Genetics”), and two wholly-owned subsidiaries of 22nd Century Ltd, Goodrich Tobacco Company, LLC (“Goodrich Tobacco”) and Heracles Pharmaceuticals, LLC (“Heracles Pharma”) (collectively, the “Company”). All intercompany accounts and transactions have been eliminated. Preferred stock authorized - The Company is authorized to issue “blank check” preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our common stock. - The Company periodically reviews aged account balances for collectability. As of March 31, 2017 and December 31, 2016, the Company has established an allowance for doubtful accounts in the amount of $ 0 10,000 Inventory - March 31, December 31, 2017 2016 Inventory - tobacco leaf $ 1,879,433 $ 1,936,039 Inventory - finished goods Cigarettes and filtered cigars 370,911 340,523 Inventory - raw materials Cigarette and filtered cigar components 1,040,252 1,071,747 3,290,596 3,348,309 Less: inventory reserve 255,623 255,623 $ 3,034,973 $ 3,092,686 - Machinery and equipment are recorded at their acquisition cost and depreciated on a straight-line basis over their estimated useful lives ranging from 3 March 31, December 31, 2017 2016 Intangible assets, net Patent and trademark costs $ 5,878,231 $ 5,688,440 Less: accumulated amortization 2,138,308 2,021,926 Patent and trademark costs, net 3,739,923 3,666,514 License fees, net (see Note 12) 1,450,000 1,450,000 Less: accumulated amortization 253,074 228,568 License fees, net 1,196,926 1,221,432 MSA signatory costs 2,202,000 2,202,000 License fee for predicate cigarette brand 300,000 300,000 $ 7,438,849 $ 7,389,946 Amortization expense relating to the above intangible assets for the three months ended March 31, 2017 and 2016 amounted to $ 140,888 124,841 The estimated annual average amortization expense for the next five years is approximately $ 382,000 98,000 - The Company reviews the carrying value of its amortizing long-lived assets whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be recoverable. The Company assesses recoverability of the asset by estimating the future undiscounted net cash flows expected to result from the asset, including eventual disposition. If the estimated future undiscounted net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value. There was no impairment loss recorded during the three months ended March 31, 2017 or 2016. - The Company recognizes deferred tax assets and liabilities for any basis differences in its assets and liabilities between tax and GAAP reporting, and for operating loss and credit carry-forwards. Considering the Company’s history of cumulative net operating losses and the uncertainty of their future utilization, the Company has established a valuation allowance to fully offset its net deferred tax assets as of March 31, 2017 and December 31, 2016. The Company’s federal and state tax returns for the years ended December 31, 2013 through December 31, 2015 are currently open to audit under the statutes of limitations. There were no pending audits as of March 31, 2017. - The Company uses a fair-value based method to determine compensation for all arrangements under which Company employees and others receive shares or options to purchase common shares of the Company. Stock based compensation expense is recorded over the requisite service period based on estimates of probability and time of achieving milestones and vesting. For accounting purposes, the shares will be considered issued and outstanding upon vesting. - The Company recognizes revenue from product sales at the point the product is shipped to a customer and title has transferred. Revenue from the sale of the Company’s products is recognized net of cash discounts, sales returns and allowances. Cigarette and filtered cigar federal excise taxes and other regulatory fees in the approximate amount of $ 1,559,000 1,735,000 SPECTRUM MAGIC The Company was chosen to be a subcontractor for a 5-year government contract between RTI International (“RTI”) and the National Institute on Drug Abuse (“NIDA”) to supply NIDA with research cigarettes. The contract was renewed in 2015 for an additional 5 years. These government research cigarettes are distributed under the Company’s mark SPECTRUM Revenue generated from the sale of SPECTRUM 0 329,321 for the three months ended March 31, 2017 and 2016, respectively. - The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the Consolidated Statements of Operations. The methodology for valuing our outstanding warrants classified as derivative instruments utilizes a lattice model, which includes probability weighted estimates of future events, including volatility of our common stock. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified on the balance sheet as current or non-current based on if the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. - Research and development costs are expensed as incurred. - The Company expenses advertising costs as incurred. Advertising expense was approximately $ 31,000 208,000 - Basic loss per common share is computed using the weighted-average number of common shares outstanding. Diluted loss per share is computed assuming conversion of all potentially dilutive securities. Potential common shares outstanding are excluded from the computation if their effect is anti-dilutive. - The Company evaluates each commitment and/or contingency in accordance with the accounting standards, which state that if the item is more likely than not to become a direct liability, then the Company will record the liability in the financial statements. If not, the Company will disclose any material commitments or contingencies that may arise. - The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. - Financial instruments include cash, receivables, accounts payable, accrued expenses, accrued severance, note payable and warrant liability. Other than warrant liability, fair value is assumed to approximate carrying values for these financial instruments, since they are short term in nature, they are receivable or payable on demand, or have stated interest rates that approximate the interest rates available to the Company as of the reporting date. The determination of the fair value of the warrant liability includes unobservable inputs and is therefore categorized as a Level 3 measurement, as further discussed in Note 11. The Company accounts for investments in equity securities of other entities under the equity method of accounting if the Company’s investment in the voting stock is greater than or equal to 20% and less than a majority, and the Company has the ability to have significant influence over the operating and financial policies of the investee. When the Company’s investment in equity securities falls below 20% and the Company does not have the ability to have significant influence over the operating and financial policies of the investee, the Company carries the equity investment at its cost basis. In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, “Revenue from Contracts with Customers,” which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The revised effective date for the ASU is for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606) - Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, with earlier application permitted as of annual reporting periods beginning after December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations,” to clarify the implementation guidance on principal versus agent. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing,” which clarifies the identifying performance obligations and licensing implementation guidance. The Company will implement the applicable revenue recognition ASU’s for annual reporting periods beginning after December 15, 2017. As a result of such implementation, the Company will exclude certain Federal excise taxes and other regulatory fees from revenue and the cost of goods sold. In February 2016, the FASB issued ASU 2016-02, “Leases,” which supersedes existing lease guidance under GAAP. Under the new guidance, lessees will be required to recognize leases as right of use assets and liabilities for leases with lease terms of more than twelve months. The guidance will apply for both finance and operating leases. The effective date for the ASU is for annual periods beginning after December 15, 2018 and interim periods therein. The Company is currently evaluating the impact of the ASU on its consolidated financial statements. |
OCTOBER 2016 REGISTERED DIRECT
OCTOBER 2016 REGISTERED DIRECT OFFERING | 3 Months Ended |
Mar. 31, 2017 | |
October 2016 [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
OCTOBER 2016 REGISTERED DIRECT OFFERING | NOTE 2. OCTOBER 2016 REGISTERED DIRECT OFFERING On October 19, 2016, the Company closed a registered direct offering with two institutional investors of units consisting of 8,500,000 4,250,000 1.45 3,380,000 The holders of the warrants will not have the right to exercise any portion of the warrants if the holders, together with its respective affiliates, would beneficially own in excess of 4.99% of the number of shares of the Company’s common stock (including securities convertible into common stock) outstanding immediately after the exercise; provided, however, that the holder may increase or decrease this limitation at any time, although any increase shall not be effective until the 61st day following the notice of increase and the holder may not increase this limitation in excess of 9.99%. 1.3425 10,707,823 |
JULY 2016 REGISTERED DIRECT OFF
JULY 2016 REGISTERED DIRECT OFFERING | 3 Months Ended |
Mar. 31, 2017 | |
JULY 2016 [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
JULY 2016 REGISTERED DIRECT OFFERING | NOTE 3. JULY 2016 REGISTERED DIRECT OFFERING On July 27, 2016, the Company closed a registered direct offering of common stock and warrants consisting of 6,172,840 7,043,211 1.00 1,543,210 858,000 5,500,001 3,058,000 5.5 0.81 4,682,764 5.5 1.21 1.25 previously issued in conjunction with registered direct offerings in February of 2016 and June of 2015. |
FEBRUARY 2016 REGISTERED DIRECT
FEBRUARY 2016 REGISTERED DIRECT OFFERING | 3 Months Ended |
Mar. 31, 2017 | |
FEBRUARY 2016 [Member] | |
Subsidiary, Sale of Stock [Line Items] | |
FEBRUARY 2016 REGISTERED DIRECT OFFERING | NOTE 4. - FEBRUARY 2016 REGISTERED DIRECT OFFERING On February 5, 2016, the Company closed a registered direct offering of common stock and warrants consisting of 5,000,000 2,500,000 1.21 66 1,940,000 1.10 5,091,791 |
JOINT VENTURE, CONSULTING AGREE
JOINT VENTURE, CONSULTING AGREEMENT AND ASSOCIATED WARRANTS | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
JOINT VENTURE, CONSULTING AGREEMENT AND ASSOCIATED WARRANTS | NOTE 5. - JOINT VENTURE, CONSULTING AGREEMENT AND ASSOCIATED WARRANTS On June 22, 2015, the Company terminated its joint venture arrangement with Crede CG III, Ltd. (“Crede”) and a third-party due to non-performance and other breaches of the arrangement by Crede and its principals. The Company also notified Crede that the Company reserved and did not waive any rights that the Company may have to assert any and all claims that it may have against Crede, its employees, agents, representatives or affiliates thereof, which are allowable by law or in equity, including claims for breach of the warrant agreements entered into with Crede. The six-month Consulting Agreement (the “Consulting Agreement”), entered into with Crede on September 29, 2014, expired on March 29, 2015. The value of the warrants issued in conjunction with the Consulting Agreement in the aggregate amount of $ 4,070,000 1,978,785 Four tranches of warrants were issued to Crede in conjunction with the Consulting Agreement as follows: Tranche 1A warrant to purchase 1,250,000 1,000,000 1,000,000 1,000,000 2,810,000 3.36 The Tranche 2 and Tranche 3 warrants were not exercisable unless and until certain revenue milestones were attained, as defined in the prior joint venture agreement between Crede and the Company. As stated above, the Company terminated the joint venture agreement on June 22, 2015. Accordingly, such revenue milestones will never be satisfied and the Tranche 2 and Tranche 3 warrants will never be exercisable. |
MANUFACTURING FACILITY
MANUFACTURING FACILITY | 3 Months Ended |
Mar. 31, 2017 | |
Manufacturing Facility [Member] | |
Other Operating Income And Expense [Line Items] | |
MANUFACTURING FACILITY | NOTE 6. - MANUFACTURING FACILITY The Company’s manufacturing operations at its North Carolina factory were not at full production capacity during the three months ended March 31, 2017, but the Company continued manufacturing a third-party MSA cigarette brand, filtered cigars on a contract basis, and the Company’s own proprietary cigarette brand, RED SUN 118,750 135,267 |
MACHINERY AND EQUIPMENT
MACHINERY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
MACHINERY AND EQUIPMENT | NOTE 7. - MACHINERY AND EQUIPMENT Machinery and equipment at March 31, 2017 and December 31, 2016 consisted of the following: March 31, December 31, Useful Life 2017 2016 Cigarette manufacturing equipment 3 - 10 years $ 3,193,580 $ 3,193,580 Office furniture, fixtures and equipment 5 years 104,538 103,945 Laboratory equipment 5 years 32,194 19,076 3,330,312 3,316,601 Less: accumulated depreciation 970,059 881,938 Machinery and equipment, net $ 2,360,253 $ 2,434,663 Depreciation expense was $ 88,121 80,597 |
INVESTMENT IN ANANDIA
INVESTMENT IN ANANDIA | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENT IN ANANDIA | NOTE 8. - INVESTMENT IN ANANDIA The Company (through its wholly-owned subsidiary, Botanical Genetics) used the equity method of accounting to record its 24.4 25 19.4 20 16,872 72,820 1,199,000 amounted to $ 7,526 14,412 336,834 346,180 87,232 As of March 31, 2017 and December 31, 2016, the Company’s investment balance in Anandia was $ 1,366,493 1,020,313 |
NOTES PAYABLE AND PATENT ACQUIS
NOTES PAYABLE AND PATENT ACQUISITION | 3 Months Ended |
Mar. 31, 2017 | |
Notes Payable And Patent Acquisition [Abstract] | |
NOTES PAYABLE AND PATENT ACQUISITION | NOTE 9. - NOTES PAYABLE AND PATENT ACQUISITION On December 22, 2014, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with the National Research Council of Canada (“NRC”) to acquire certain patent rights that the Company had previously licensed from NRC under a license agreement between the parties. The Purchase Agreement provided for payment by the Company to NRC for the NRC patent rights a total amount of $ 1,213,000 213,000 1,000,000 333,333 925,730 333,333 314,226 307,938 1,138,730 213,000 925,730 |
SEVERANCE LIABILITY
SEVERANCE LIABILITY | 3 Months Ended |
Mar. 31, 2017 | |
Severance Liability [Abstract] | |
SEVERANCE LIABILITY | NOTE 10. - SEVERANCE LIABILITY The Company recorded an accrual for severance during the fourth quarter of 2014 in the initial amount of $ 624,320 18,750 36 |
WARRANTS FOR COMMON STOCK
WARRANTS FOR COMMON STOCK | 3 Months Ended |
Mar. 31, 2017 | |
Warrants For Common Stock [Abstract] | |
WARRANTS FOR COMMON STOCK | NOTE 11. - WARRANTS FOR COMMON STOCK On March 31, 2017, the Company had outstanding warrants to purchase 13,406,691 of common stock of the Company, of which warrants to purchase 94,721 shares contain an anti-dilution feature and excluding 2,000,000 During March of 2017, warrants to purchase 202,500 100,928 172,730 On January 25, 2016, warrants to purchase 67,042 2,618 6,831,115 Pursuant to the registered direct offering that closed on October 19, 2016, and discussed in Note 2, the Company issued warrants to purchase 4,250,000 1.45 3,380,000 Pursuant to the registered direct offering that closed on July 27, 2016, and discussed in Note 3, the Company issued warrants to purchase 7,043,211 1.00 1,543,210 858,000 5,500,001 3,058,000 5.5 5.5 1.21 1.25 previously issued in conjunction with registered direct offerings in February of 2016 and June of 2015. Pursuant to the registered direct offering that closed on February 5, 2016, and discussed in Note 4, the Company issued warrants to purchase 2,500,000 1.21 1,940,000 Pursuant to the registered direct offering that closed on June 2, 2015, the Company issued warrants to purchase 3,000,000 1.25 2,067,000 Exercise Warrant Description Number of Warrants Price Expiration December 2011 convertible NP warrants 802,215 $ 1.3816 February 6, 2018 May 2012 PPO warrants 251,700 $ 0.6000 May 15, 2017 November 2012 PPO warrants 872,600 $ 0.6000 November 9, 2017 August 2012 convertible NP warrants (1) 94,721 $ 0.9310 August 8, 2018 August 2012 convertible NP warrants 92,244 $ 0.9060 August 8, 2018 July 2016 registered direct offering warrants 7,043,211 $ 1.0000 January 27, 2021 October 2016 registered direct offering warrants 4,250,000 $ 1.4500 April 19, 2022 Total warrants outstanding (2), (3), (4) 13,406,691 (1) Includes anti-dilution features. (2) Includes warrants to purchase 383,000 2.9 (3) Includes warrants to purchase 140,000 1.0 (4) Excludes 2,000,000 Tranche 2 and 3 warrants that will never become exercisable, as discussed in Note 5. The Company estimates the value of warrant liability upon issuance of the warrants and at each balance sheet date using the binomial lattice model to allocate total enterprise value to the warrants and other securities in the Company’s capital structure. Volatility was estimated based on historical observed equity volatilities and implied (forward) or expected volatilities for a sample group of guideline companies and consideration of recent market trends. As a result of the previously exercisable exchange rights contained in the Tranche 1A warrants, the financial instrument was previously considered a liability in accordance with FASB Accounting Standards Codification Topic 480 - “Distinguishing Liabilities from Equity” (“ASC 480”). More specifically, ASC 480 requires a financial instrument to be classified as a liability if such financial instrument contains a conditional obligation that the issuer must or may settle by issuing a variable number of its equity securities if, at inception, the monetary value of the obligation is based on a known fixed monetary amount. As a result of the actions by Crede that caused the exchange rights feature to be voided (see Note 5 - Joint Venture, Consulting Agreement and Associated Warrants for additional information), the Company reclassified the Tranche 1A warrant liability to Capital in excess of par. Fair value at December 31, 2014 $ 3,042,846 Gain as a result of change in fair value (144,550) Fair value at December 31, 2015 2,898,296 Reclassification of warrant liability to capital in excess of par (2,810,000) Gain as a result of change in fair value (29,615) Fair value at December 31, 2016 58,681 Loss as a result of change in fair value 5,344 Fair value at March 31, 2017 $ 64,025 The aggregate net (loss) gain as a result of the Company’s warrant liability for the three months ended March 31, 2017 and 2016 amounted to ($ 5,344 71,065 FASB ASC 820 - “Fair Value Measurements and Disclosures” establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: · Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; · Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; and · Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset’s or a financial liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The warrant liability is measured at fair value using certain estimated factors such as volatility and probability which are classified within Level 3 of the valuation hierarchy. Significant unobservable inputs that are used in the fair value measurement of the Company’s derivative warrant liabilities include volatility. Significant increases (decreases) in the volatility input would result in a significantly higher (lower) fair value measurement. Number of Warrants Warrants outstanding at December 31, 2014 13,674,409 Warrants issued in conjunction with registered direct offering 3,000,000 Warrants exercised during 2015 (40,000) Additional warrants due to anti-dilution provisions 369 Warrants outstanding at December 31, 2015 16,634,778 Warrants issued in conjunction with registered direct offering 2,500,000 Unexercisable warrants (1) (2,000,000) Warrants exercised during January 2016 (67,042) Warrants expired during January 2016 (6,831,115) June 2015 registered direct offering warrants cancelled (3,000,000) February 2016 registered direct offering warrants cancelled (2,500,000) Warrants issued in conjunction with July 2016 registered direct offering 7,043,211 Additional warrants due to anti-dilution provisions 2,089 Warrants expired during September 2016 (2) (2,250,000) Warrants issued in conjunction with October 2016 registered direct offering 4,250,000 Warrants outstanding at December 31, 2016 13,781,921 Warrants expired during February 2017 (172,730) Warrants exercised during March 2017 (202,500) Warrants outstanding at March 31, 2017 13,406,691 Composition of outstanding warrants: Warrants containing anti-dilution feature 94,721 Warrants without anti-dilution feature 13,311,970 13,406,691 (1) Crede Tranche 2 Warrants and Tranche 3 Warrants are not exercisable (see Note 5 for additional information). (2) Crede Tranche 1A Warrants and Tranche 1B Warrants expired unexercised on September 29, 2016. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12. - COMMITMENTS AND CONTINGENCIES License Agreements - On December 8, 2015, the Company entered into an additional license agreement (the “License”) with NCSU. Under the terms of the License, the Company paid NCSU a non-refundable, non-creditable lump sum license fee of $150,000. Additionally, the License calls for the Company to pay NCSU a non-refundable, non-creditable minimum annual royalties beginning on December 31, 2018 in the amount of $10,000. The minimum annual royalty payment increases to $15,000 in 2019, $25,000 in 2020 and 2021, and $50,000 per year thereafter for the remaining term of the License. The Company is also responsible for reimbursing NCSU for actual third-party patent costs incurred. During the three months ended March 31, 2017 and 2016, the aggregate costs incurred related to capitalized patent costs and patent maintenance expense amounted to $29,667 and $6,075, respectively. This License continues through the life of the last-to-expire patent, expected to be in 2036. On February 10, 2014, the Company entered into a sponsored research and development agreement (the “Agreement”) with NCSU. Under the terms of the Agreement, the Company paid NCSU $162,408 over the two-year term of the Agreement, which grants certain licensed rights to the Company. The Company had extended the Agreement through January 31, 2017 at an additional cost of $85,681. The Company is currently negotiating an additional extension to this Agreement. All payments made under the above referenced license agreement and the sponsored research and development agreement are initially recorded as a Prepaid expense on the Company’s Consolidated Balance Sheets and subsequently expensed on a straight-line basis over the applicable period and included in Research and development costs on the Company’s Consolidated Statements of Operations. The amounts expensed during the three months ended March 31, 2017 and 2016 were $63,390 and $114,797, respectively. On August 22, 2014, the Company entered into a Commercial License Agreement with Precision PlantSciences, Inc. (the “Precision License”). The Precision License grants the Company a non-exclusive, but fully paid up right and license to use technology and materials owned by Precision PlantSciences, Inc. for a license fee of $1,250,000. The Precision License continues through the life of the last-to-expire patent, which is expected to be in 2028. On August 27, 2014, the Company entered into an additional exclusive License Agreement (the “License Agreement”) with NCSU. Under the License Agreement, the Company paid NCSU a non-refundable, non-creditable lump sum license fee of $125,000, and the Company must pay to NCSU an additional non-refundable, non-creditable lump sum fee of $75,000 upon issuance of a U.S. utility patent included in the patent rights. A patent was issued during the first quarter of 2017 under this clause, and accordingly, the $75,000 was due and payable to NCSU. The $75,000 cost was included in Research and development costs on the Company’s Consolidated Statements of Operations for the three months ended March 31, 2017. Additionally, the License Agreement calls for the Company to pay NCSU three non-refundable, non-creditable license maintenance fees in the amount of $15,000 per annum in each of December 2015, 2016 and 2017. Beginning in calendar year 2018, the Company is obligated to pay to NCSU an annual minimum royalty fee of $20,000 in 2018, $30,000 in 2019, and $50,000 per year thereafter for the remaining term of the License Agreement. The Company is also responsible for reimbursing NCSU for actual third-party patent costs incurred. During the three months ended March 31, 2017 and 2016, the aggregated costs incurred related to capitalized patent costs and patent maintenance expense amounted to $19,069 and $27,956, respectively. The License Agreement continues through the life of the last-to-expire patent, which is expected to be in 2034. On September 15, 2014, the Company entered into a Sublicense Agreement with Anandia Laboratories, Inc. (the “Anandia Sublicense”). Under the terms of the Anandia Sublicense, the Company was granted an exclusive sublicense in the United States and a co-exclusive sublicense in the remainder of the world, excluding Canada, to the licensed intellectual property. The Anandia Sublicense calls for an up-front fee of $75,000, an annual license fee of $10,000, the payment of patent filing and maintenance costs, and a running royalty on future net sales. The Anandia Sublicense continues through the life of the last-to-expire patent, which is expected to be in 2035. The Precision License, the License Agreement with NCSU and the Anandia Sublicense are included in Intangible assets, net in the Company’s Consolidated Balance Sheets and the applicable license fees will be amortized over the term of the agreements based on their last-to-expire patent date. Amortization amounted to $24,506 in each of the three months ended March 31, 2017 and 2016, respectively, and was included in Amortization expense on the Company’s Consolidated Statements of Operations. On September 28, 2015, the Company’s wholly-owned subsidiary, Botanical Genetics, entered into a Sponsored Research Agreement (the “Agreement”) with Anandia Laboratories Inc. (“Anandia”). Pursuant to the Agreement, Anandia is conducting research on behalf of the Company relating to the cannabis/hemp plant. The Agreement has an initial term of twelve (12) months from the date of the Agreement and can be extended at the sole option of the Company for two (2) additional periods of twelve (12) months each. The Company paid Anandia $379,800 over the initial term of the Agreement. On March 13, 2017, the Company entered into Amendment No. 1 to the Agreement (the “Amendment”). The Amendment has a term of twelve (12) months and calls for the Company to pay Anandia a total of $785,100 in equal monthly installments of $65,425. During the three months ended March 31, 2017 and 2016, expenses related to the Agreement amounted to $65,425 and $95,000, respectively, and are included in Research and development costs on the Company’s Consolidated Statements of Operations. Under the terms of the Agreement, the Company will have co-exclusive worldwide rights with Anandia to all the intellectual property resulting from the sponsored research between the Company and Anandia. The party that commercializes such intellectual property in the future will pay royalties in varying amounts to the other party, with the amount of such royalties being dependent upon the type of products that are commercialized in the future. If either party sublicenses such intellectual property to a third-party, then the Company and Anandia will share equally in such sublicensing consideration. The Company had an R&D agreement with the University of Virginia (“UVA”) relating to nicotine biosynthesis in tobacco plants. The extended term of the R&D agreement with UVA expired on October 31, 2016. In December 2016, the Company entered into a new sponsored research agreement with UVA and an exclusive license agreement with the University of Virginia Patent Foundation d/b/a University of Virginia Licensing & Ventures Group (“UVA LVG”) pursuant to which the Company will invest approximately $1,000,000 over a three-year period with UVA to create unique industrial hemp plants with guaranteed levels of THC below the legal limits and optimize other desirable hemp plant characteristics to improve the plant’s suitability for growing in Virginia and other legacy tobacco regions. This work with UVA will also involve the development and study of medically important cannabinoids to be extracted by UVA from the Company’s hemp plants. UVA and the Company will conduct all activities in this scientific collaboration within the parameters of state and federal licenses and permits held by UVA for such work. The new agreements with UVA and UVA LVG grant the Company exclusive rights to commercialize all results of the collaboration in consideration of royalty payments by the Company to UVA LVG. During the three months ended March 31, 2017 and 2016, expenses related to the Agreements amounted to $40,845 and $64,629, respectively, and are included in Research and development costs on the Company’s Consolidated Statements of Operations. Lease Agreements - Year ended December 31, 2017 - $ 118,000 Year ended December 31, 2018 - $ 169,000 Year ended December 31, 2019 - $ 169,000 Year ended December 31, 2020 - $ 169,000 Year ended December 31, 2021 - $ 141,000 The Company has a lease for its office space in Clarence, New York and extended the lease for an additional one-year renewal period expiring on August 31, 2017. Future minimum lease payments for the year ended December 31, 2017 are approximately $19,000. On November 1, 2015, the Company entered into a one-year lease for 25,000 square feet of warehouse space in North Carolina to store the Company’s proprietary tobacco leaf. The lease calls for a monthly lease payment of $3,750 and contains a three-year renewal option after the initial one-year term. Future minimum lease payments for the years ended December 31, 2017, 2018 and 2019 will be $33,750, $45,000 and $37,500, respectively. In October of 2016, the Company exercised the three-year renewal option after the one-year initial term. On May 1, 2016, the Company entered into a sublease for laboratory space in Buffalo, New York. The sublease calls for a monthly payment of $1,471 through April 30, 2018. Additionally, on February 1, 2017, the Company entered into an amendment to the initial sublease calling for the sublease of additional lab space at a cost of $1,219 per month, bringing the total monthly lease obligation to $2,690. On April 26, 2017, the Company entered into an amendment to the sublease to extend the term of the sublease for an additional twelve (12) months, commencing on May 1, 2017 at a total cost of $2,770 per month for the total lease obligation. Future minimum lease payments for the years ended December 31, 2017 and 2018 will be approximately $25,000 and $11,000, respectively. On September 1, 2016, the Company entered into a sublease for warehouse space in North Carolina to store and operate tobacco leaf processing equipment. The sublease calls for a monthly payment of $1,200, expires on August 31, 2017 and contains twelve-month renewal options as long as the sublessor continues to sublease the warehouse. Future minimum sublease payments for the year ended December 31, 2017 are $10,800 and $14,400 per year for each subsequent year the warehouse space is sublet by the Company. Litigation On April 26, 2016, Crede CG III, LTD. (“Crede”) filed a complaint against the Company in the United States District Court for the Southern District of New York (the “SDNY Court”) entitled Crede CG III, LTD. v. 22nd Century Group, Inc On May 19, 2016, Crede filed a motion for preliminary injunction, asking the SDNY Court to require the Company to issue 2,077,555 shares of its common stock to Crede under the exchange provision of the Tranche 1A warrant. After conducting an evidentiary hearing on this motion on June 14, 2016, the SDNY Court denied Crede’s motion and held, among other things, that Crede did not prove the potential for irreparable harm or a likelihood of success on its claim for such 2,077,555 shares under the Tranche 1A warrant, and that there was a likelihood that Crede had violated the activity restrictions of the Tranche 1A warrant, which would bar Crede’s claim for such shares from the Company. Following such ruling, on July 11, 2016, the Company filed a motion to sever the Crede lawsuit into two separate cases, requesting all claims relating to the Tranche 1A warrant and the securities purchase agreement to stay in the SDNY Court and all claims relating to the China joint venture agreement to be transferred to the United States District Court for the Western District of New York (the “WDNY Court”), where the Company’s headquarters are located. On January 20, 2017, the SDNY Court granted the Company’s motion. On February 14, 2017, Crede voluntarily dismissed its lawsuit against the Company in the WDNY Court. On February 21, 2017, the SDNY Court granted the Company’s request to file a motion for summary judgment for the claims remaining in the SDNY Court, with all discovery in the case being deferred until after the SDNY Court issues its decision on the summary judgment motion of the Company. On March 20, 2017, the Company filed its motion for summary judgment for the claims remaining in the SDNY Court. The response by Crede to the Company’s summary judgment motion was filed by Crede on May 1, 2017. The Company has the right to file by May 15, 2017, a response to Crede’s filing. Thereafter, the SDNY Court will issue its decision on such summary judgment motion. We believe that the claims are frivolous, meritless and that the Company has substantial legal and factual defenses to the claims. The Company has defended and intends to continue to defend against these claims vigorously. |
EARNINGS PER COMMON SHARE
EARNINGS PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Common Share [Abstract] | |
EARNINGS PER COMMON SHARE | NOTE 13. - EARNINGS PER COMMON SHARE March 31, March 31, 2017 2016 Net loss attributed to common shareholders $ (2,621,277) $ (3,252,452) Denominator for basic earnings per share-weighted average shares outstanding 90,699,874 74,031,148 Effect of dilutive securities: Warrants, restricted stock and options outstanding - - Denominator for diluted earnings per common share-weighted average shares adjusted for dilutive securities 90,699,874 74,031,148 Loss per common share - basic and diluted $ (0.03) $ (0.04) March 31, March 31, 2017 2016 Warrants 13,406,691 10,236,621 Options 5,650,679 4,795,679 19,057,370 15,032,300 |
EQUITY BASED COMPENSATION
EQUITY BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
EQUITY BASED COMPENSATION | NOTE 14. - EQUITY BASED COMPENSATION On April 12, 2014, the stockholders of the Company approved the 22nd Century Group, Inc. 2014 Omnibus Incentive Plan (the “OIP”) and on April 29, 2017, the shareholders approved an amendment to the OIP to increase the number of shares available for issuance by 5,000,000 shares. The OIP allows for the granting of equity and cash incentive awards to eligible individuals over the life of the OIP, including the issuance of up 10,000,000 During the three months ended March 31, 2017, the Company did not issue any equity based compensation awards from the OIP. During the three months ended March 31, 2016, the Company issued stock option awards from the OIP for 1,634,037 For the three months ended March 31, 2017 and 2016, the Company recorded compensation expense related to restricted stock and stock option awards granted under the OIP of $ 168,979 259,994 0 5,811 0 22,873 As of March 31, 2017, unrecognized compensation expense related to non-vested restricted shares and stock options amounted to approximately $ 1,214,000 278,000 357,000 112,000 467,000 2017 2016 Risk-free interest rate (weighted average) n/a 1.52% Expected dividend yield n/a 0% Expected stock price volatility n/a 90% Expected life of options (weighted average) n/a 5.17 years The Company estimated the expected volatility based on data used by a peer group of public companies. The expected term was estimated using the contract life of the option. The risk-free interest rate assumption was determined using yield of the equivalent U.S. Treasury bonds over the expected term. The Company has never paid any cash dividends and does not anticipate paying any cash dividends in the foreseeable future. Therefore, the Company assumed an expected dividend yield of zero. Weighted Weighted Average Remaining Aggregate Number of Average Contractual Intrinsic Options Exercise Price Term Value Outstanding at December 31, 2013 660,000 $ 0.74 Granted in 2014 300,000 $ 2.61 Exercised in 2014 (70,000) $ 0.69 Outstanding at December 31, 2014 890,000 $ 1.38 Reinstated in 2015 50,000 $ 0.69 Granted in 2015 2,221,642 $ 1.00 Outstanding at December 31, 2015 3,161,642 $ 1.10 Granted in 2016 2,489,037 $ 0.97 Outstanding at March 31, 2017 and December 31, 2016 5,650,679 $ 1.04 7.2 years $ 1,312,708 Exercisable at March 31, 2017 3,640,325 $ 1.08 4.9 years $ 825,627 There were no new stock options granted during the three months ended March 31, 2017. In the three months ended March 31, 2016, stock options were issued to purchase a total of 1,634,037 0 0.65 562,715 909,319 |
NATURE OF BUSINESS AND SUMMAR22
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation - The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair and non-misleading presentation of the financial statements have been included. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The balance sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. These interim consolidated financial statements should be read in conjunction with the December 31, 2016 audited consolidated financial statements and the notes thereto. |
Principles of Consolidation | Principles of Consolidation - The accompanying consolidated financial statements include the accounts of 22nd Century Group, Inc. (“22nd Century Group”), its three wholly-owned subsidiaries, 22nd Century Limited, LLC (“22nd Century Ltd”), NASCO Products, LLC (“NASCO”), and Botanical Genetics, LLC (“Botanical Genetics”), and two wholly-owned subsidiaries of 22nd Century Ltd, Goodrich Tobacco Company, LLC (“Goodrich Tobacco”) and Heracles Pharmaceuticals, LLC (“Heracles Pharma”) (collectively, the “Company”). All intercompany accounts and transactions have been eliminated. |
Nature of Business | Nature of Business |
Preferred stock authorized | Preferred stock authorized - The Company is authorized to issue “blank check” preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our common stock. |
Accounts receivable | - The Company periodically reviews aged account balances for collectability. As of March 31, 2017 and December 31, 2016, the Company has established an allowance for doubtful accounts in the amount of $ 0 10,000 |
Inventory | Inventory - March 31, December 31, 2017 2016 Inventory - tobacco leaf $ 1,879,433 $ 1,936,039 Inventory - finished goods Cigarettes and filtered cigars 370,911 340,523 Inventory - raw materials Cigarette and filtered cigar components 1,040,252 1,071,747 3,290,596 3,348,309 Less: inventory reserve 255,623 255,623 $ 3,034,973 $ 3,092,686 |
Fixed assets | Machinery and equipment - Machinery and equipment are recorded at their acquisition cost and depreciated on a straight-line basis over their estimated useful lives ranging from 3 |
Intangible Assets | March 31, December 31, 2017 2016 Intangible assets, net Patent and trademark costs $ 5,878,231 $ 5,688,440 Less: accumulated amortization 2,138,308 2,021,926 Patent and trademark costs, net 3,739,923 3,666,514 License fees, net (see Note 12) 1,450,000 1,450,000 Less: accumulated amortization 253,074 228,568 License fees, net 1,196,926 1,221,432 MSA signatory costs 2,202,000 2,202,000 License fee for predicate cigarette brand 300,000 300,000 $ 7,438,849 $ 7,389,946 Amortization expense relating to the above intangible assets for the three months ended March 31, 2017 and 2016 amounted to $ 140,888 124,841 The estimated annual average amortization expense for the next five years is approximately $ 382,000 98,000 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets - The Company reviews the carrying value of its amortizing long-lived assets whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be recoverable. The Company assesses recoverability of the asset by estimating the future undiscounted net cash flows expected to result from the asset, including eventual disposition. If the estimated future undiscounted net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and its fair value. There was no impairment loss recorded during the three months ended March 31, 2017 or 2016. |
Income Taxes | Income Taxes - The Company recognizes deferred tax assets and liabilities for any basis differences in its assets and liabilities between tax and GAAP reporting, and for operating loss and credit carry-forwards. Considering the Company’s history of cumulative net operating losses and the uncertainty of their future utilization, the Company has established a valuation allowance to fully offset its net deferred tax assets as of March 31, 2017 and December 31, 2016. The Company’s federal and state tax returns for the years ended December 31, 2013 through December 31, 2015 are currently open to audit under the statutes of limitations. There were no pending audits as of March 31, 2017. |
Stock Based Compensation | Stock Based Compensation - The Company uses a fair-value based method to determine compensation for all arrangements under which Company employees and others receive shares or options to purchase common shares of the Company. Stock based compensation expense is recorded over the requisite service period based on estimates of probability and time of achieving milestones and vesting. For accounting purposes, the shares will be considered issued and outstanding upon vesting. |
Revenue Recognition | Revenue Recognition - The Company recognizes revenue from product sales at the point the product is shipped to a customer and title has transferred. Revenue from the sale of the Company’s products is recognized net of cash discounts, sales returns and allowances. Cigarette and filtered cigar federal excise taxes and other regulatory fees in the approximate amount of $ 1,559,000 1,735,000 SPECTRUM MAGIC The Company was chosen to be a subcontractor for a 5-year government contract between RTI International (“RTI”) and the National Institute on Drug Abuse (“NIDA”) to supply NIDA with research cigarettes. The contract was renewed in 2015 for an additional 5 years. These government research cigarettes are distributed under the Company’s mark SPECTRUM Revenue generated from the sale of SPECTRUM 0 329,321 for the three months ended March 31, 2017 and 2016, respectively. |
Derivatives | Derivatives - The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair market value and then is revalued at each reporting date, with changes in fair value reported in the Consolidated Statements of Operations. The methodology for valuing our outstanding warrants classified as derivative instruments utilizes a lattice model, which includes probability weighted estimates of future events, including volatility of our common stock. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified on the balance sheet as current or non-current based on if the net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. |
Research and Development | Research and Development - Research and development costs are expensed as incurred. |
Advertising | Advertising - The Company expenses advertising costs as incurred. Advertising expense was approximately $ 31,000 208,000 |
Loss Per Common Share | Loss Per Common Share - Basic loss per common share is computed using the weighted-average number of common shares outstanding. Diluted loss per share is computed assuming conversion of all potentially dilutive securities. Potential common shares outstanding are excluded from the computation if their effect is anti-dilutive. |
Commitment and Contingency Accounting | Commitment and Contingency Accounting - The Company evaluates each commitment and/or contingency in accordance with the accounting standards, which state that if the item is more likely than not to become a direct liability, then the Company will record the liability in the financial statements. If not, the Company will disclose any material commitments or contingencies that may arise. |
Use of Estimates | Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. |
Fair value of financial instruments | Fair Value of Financial Instruments - Financial instruments include cash, receivables, accounts payable, accrued expenses, accrued severance, note payable and warrant liability. Other than warrant liability, fair value is assumed to approximate carrying values for these financial instruments, since they are short term in nature, they are receivable or payable on demand, or have stated interest rates that approximate the interest rates available to the Company as of the reporting date. The determination of the fair value of the warrant liability includes unobservable inputs and is therefore categorized as a Level 3 measurement, as further discussed in Note 11. |
Equity Investments | Equity Investments - The Company accounts for investments in equity securities of other entities under the equity method of accounting if the Company’s investment in the voting stock is greater than or equal to 20% and less than a majority, and the Company has the ability to have significant influence over the operating and financial policies of the investee. When the Company’s investment in equity securities falls below 20% and the Company does not have the ability to have significant influence over the operating and financial policies of the investee, the Company carries the equity investment at its cost basis. |
Accounting Pronouncements | Accounting Pronouncements - In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, “Revenue from Contracts with Customers,” which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The revised effective date for the ASU is for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In August 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606) - Deferral of the Effective Date,” which deferred the effective date of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, with earlier application permitted as of annual reporting periods beginning after December 15, 2016. In March 2016, the FASB issued ASU No. 2016-08, “Revenue from Contracts with Customers (Topic 606) - Principal versus Agent Considerations,” to clarify the implementation guidance on principal versus agent. In April 2016, the FASB issued ASU No. 2016-10, “Revenue from Contracts with Customers (Topic 606) - Identifying Performance Obligations and Licensing,” which clarifies the identifying performance obligations and licensing implementation guidance. The Company will implement the applicable revenue recognition ASU’s for annual reporting periods beginning after December 15, 2017. As a result of such implementation, the Company will exclude certain Federal excise taxes and other regulatory fees from revenue and the cost of goods sold. In February 2016, the FASB issued ASU 2016-02, “Leases,” which supersedes existing lease guidance under GAAP. Under the new guidance, lessees will be required to recognize leases as right of use assets and liabilities for leases with lease terms of more than twelve months. The guidance will apply for both finance and operating leases. The effective date for the ASU is for annual periods beginning after December 15, 2018 and interim periods therein. The Company is currently evaluating the impact of the ASU on its consolidated financial statements. |
NATURE OF BUSINESS AND SUMMAR23
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory, Current | Inventories at March 31, 2017 and December 31, 2016 consisted of the following: March 31, December 31, 2017 2016 Inventory - tobacco leaf $ 1,879,433 $ 1,936,039 Inventory - finished goods Cigarettes and filtered cigars 370,911 340,523 Inventory - raw materials Cigarette and filtered cigar components 1,040,252 1,071,747 3,290,596 3,348,309 Less: inventory reserve 255,623 255,623 $ 3,034,973 $ 3,092,686 |
Schedule of Intangible Assets and Goodwill | Total intangible assets at March 31, 2017 and December 31, 2016 consisted of the following: March 31, December 31, 2017 2016 Intangible assets, net Patent and trademark costs $ 5,878,231 $ 5,688,440 Less: accumulated amortization 2,138,308 2,021,926 Patent and trademark costs, net 3,739,923 3,666,514 License fees, net (see Note 12) 1,450,000 1,450,000 Less: accumulated amortization 253,074 228,568 License fees, net 1,196,926 1,221,432 MSA signatory costs 2,202,000 2,202,000 License fee for predicate cigarette brand 300,000 300,000 $ 7,438,849 $ 7,389,946 |
MACHINERY AND EQUIPMENT (Tables
MACHINERY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
MACHINERY AND EQUIPMENT | Machinery and equipment at March 31, 2017 and December 31, 2016 consisted of the following: March 31, December 31, Useful Life 2017 2016 Cigarette manufacturing equipment 3 - 10 years $ 3,193,580 $ 3,193,580 Office furniture, fixtures and equipment 5 years 104,538 103,945 Laboratory equipment 5 years 32,194 19,076 3,330,312 3,316,601 Less: accumulated depreciation 970,059 881,938 Machinery and equipment, net $ 2,360,253 $ 2,434,663 |
WARRANTS FOR COMMON STOCK (Tabl
WARRANTS FOR COMMON STOCK (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Warrants For Common Stock [Abstract] | |
Schedule Of Warrants Outstanding | Exercise Warrant Description Number of Warrants Price Expiration December 2011 convertible NP warrants 802,215 $ 1.3816 February 6, 2018 May 2012 PPO warrants 251,700 $ 0.6000 May 15, 2017 November 2012 PPO warrants 872,600 $ 0.6000 November 9, 2017 August 2012 convertible NP warrants (1) 94,721 $ 0.9310 August 8, 2018 August 2012 convertible NP warrants 92,244 $ 0.9060 August 8, 2018 July 2016 registered direct offering warrants 7,043,211 $ 1.0000 January 27, 2021 October 2016 registered direct offering warrants 4,250,000 $ 1.4500 April 19, 2022 Total warrants outstanding (2), (3), (4) 13,406,691 (1) Includes anti-dilution features. (2) Includes warrants to purchase 383,000 2.9 (3) Includes warrants to purchase 140,000 1.0 (4) Excludes 2,000,000 Tranche 2 and 3 warrants that will never become exercisable, as discussed in Note 5. |
Roll-Forward of Warrant Liability from Intitial Valuation | The following table is a roll-forward summary of the warrant liability: Fair value at December 31, 2014 $ 3,042,846 Gain as a result of change in fair value (144,550) Fair value at December 31, 2015 2,898,296 Reclassification of warrant liability to capital in excess of par (2,810,000) Gain as a result of change in fair value (29,615) Fair value at December 31, 2016 58,681 Loss as a result of change in fair value 5,344 Fair value at March 31, 2017 $ 64,025 |
Warrant Activity | The following table summarizes the Company’s warrant activity since December 31, 2014: Number of Warrants Warrants outstanding at December 31, 2014 13,674,409 Warrants issued in conjunction with registered direct offering 3,000,000 Warrants exercised during 2015 (40,000) Additional warrants due to anti-dilution provisions 369 Warrants outstanding at December 31, 2015 16,634,778 Warrants issued in conjunction with registered direct offering 2,500,000 Unexercisable warrants (1) (2,000,000) Warrants exercised during January 2016 (67,042) Warrants expired during January 2016 (6,831,115) June 2015 registered direct offering warrants cancelled (3,000,000) February 2016 registered direct offering warrants cancelled (2,500,000) Warrants issued in conjunction with July 2016 registered direct offering 7,043,211 Additional warrants due to anti-dilution provisions 2,089 Warrants expired during September 2016 (2) (2,250,000) Warrants issued in conjunction with October 2016 registered direct offering 4,250,000 Warrants outstanding at December 31, 2016 13,781,921 Warrants expired during February 2017 (172,730) Warrants exercised during March 2017 (202,500) Warrants outstanding at March 31, 2017 13,406,691 Composition of outstanding warrants: Warrants containing anti-dilution feature 94,721 Warrants without anti-dilution feature 13,311,970 13,406,691 (1) Crede Tranche 2 Warrants and Tranche 3 Warrants are not exercisable (see Note 5 for additional information). (2) Crede Tranche 1A Warrants and Tranche 1B Warrants expired unexercised on September 29, 2016. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum lease payments if the Company exercises each of the additional extensions are approximately as follows: Year ended December 31, 2017 - $ 118,000 Year ended December 31, 2018 - $ 169,000 Year ended December 31, 2019 - $ 169,000 Year ended December 31, 2020 - $ 169,000 Year ended December 31, 2021 - $ 141,000 |
EARNINGS PER COMMON SHARE (Tabl
EARNINGS PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Common Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Common Share | The following table sets forth the computation of basic and diluted earnings per common share for the three-month periods ended March 31, 2017 and 2016: March 31, March 31, 2017 2016 Net loss attributed to common shareholders $ (2,621,277) $ (3,252,452) Denominator for basic earnings per share-weighted average shares outstanding 90,699,874 74,031,148 Effect of dilutive securities: Warrants, restricted stock and options outstanding - - Denominator for diluted earnings per common share-weighted average shares adjusted for dilutive securities 90,699,874 74,031,148 Loss per common share - basic and diluted $ (0.03) $ (0.04) |
Schedule Outstanding Excluded from Computation Because they would have bee Anti-dilutive | Securities outstanding that were excluded from the computation because they would have been anti-dilutive are as follows: March 31, March 31, 2017 2016 Warrants 13,406,691 10,236,621 Options 5,650,679 4,795,679 19,057,370 15,032,300 |
EQUITY BASED COMPENSATION (Tabl
EQUITY BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Fair Value Assumptions | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The following assumptions were used for the three months ended March 31, 2017 and 2016: 2017 2016 Risk-free interest rate (weighted average) n/a 1.52% Expected dividend yield n/a 0% Expected stock price volatility n/a 90% Expected life of options (weighted average) n/a 5.17 years |
Summary of All Stock Option Activity | A summary of all stock option activity since December 31, 2013 is as follows: Weighted Weighted Average Remaining Aggregate Number of Average Contractual Intrinsic Options Exercise Price Term Value Outstanding at December 31, 2013 660,000 $ 0.74 Granted in 2014 300,000 $ 2.61 Exercised in 2014 (70,000) $ 0.69 Outstanding at December 31, 2014 890,000 $ 1.38 Reinstated in 2015 50,000 $ 0.69 Granted in 2015 2,221,642 $ 1.00 Outstanding at December 31, 2015 3,161,642 $ 1.10 Granted in 2016 2,489,037 $ 0.97 Outstanding at March 31, 2017 and December 31, 2016 5,650,679 $ 1.04 7.2 years $ 1,312,708 Exercisable at March 31, 2017 3,640,325 $ 1.08 4.9 years $ 825,627 |
NATURE OF BUSINESS AND SUMMAR29
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Condensed Financial Statements, Captions [Line Items] | |||
Amortization of Intangible Assets | $ 140,888 | $ 124,841 | |
Sales Revenue, Goods, Net, Total | 2,231,517 | 3,019,056 | |
Allowance for Doubtful Accounts Receivable | 0 | $ 10,000 | |
Advertising Expense | 31,000 | 208,000 | |
Excise and Sales Taxes | 1,559,000 | 1,735,000 | |
Patent and Trademarks [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 382,000 | ||
Licensing Agreements [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | $ 98,000 | ||
Maximum [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Property, Plant and Equipment, Estimated Useful Lives | 10 Year | ||
SPECTRUM Order [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Sales Revenue, Goods, Net, Total | $ 0 | $ 329,321 |
NATURE OF BUSINESS AND SUMMAR30
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Inventory - tobacco leaf | $ 1,879,433 | $ 1,936,039 |
Inventory - finished goods | ||
Cigarettes and filtered cigars | 370,911 | 340,523 |
Inventory - raw materials | ||
Cigarette and filtered cigar components | 1,040,252 | 1,071,747 |
Inventory - tobacco leaf, net | 3,290,596 | 3,348,309 |
Less: inventory reserve | 255,623 | 255,623 |
Inventory, Net | $ 3,034,973 | $ 3,092,686 |
NATURE OF BUSINESS AND SUMMAR31
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Intangible assets, net | ||
Intangible assets, net | $ 7,438,849 | $ 7,389,946 |
Patent and Trademark [Member] | ||
Intangible assets, net | ||
Patent and trademark costs | 5,878,231 | 5,688,440 |
Less: accumulated amortization | 2,138,308 | 2,021,926 |
Patent and trademark costs, net | 3,739,923 | 3,666,514 |
Licensing Agreements [Member] | ||
Intangible assets, net | ||
Patent and trademark costs | 1,450,000 | 1,450,000 |
Less: accumulated amortization | 253,074 | 228,568 |
Patent and trademark costs, net | 1,196,926 | 1,221,432 |
MSA Signatory Costs [Member] | ||
Intangible assets, net | ||
License fee for predicate cigarette brand | 2,202,000 | 2,202,000 |
License Fees, Net [Member] | ||
Intangible assets, net | ||
License fee for predicate cigarette brand | $ 300,000 | $ 300,000 |
OCTOBER 2016 REGISTERED DIREC32
OCTOBER 2016 REGISTERED DIRECT OFFERING (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Oct. 19, 2016 | Mar. 31, 2017 | |
Subsidiary, Sale of Stock [Line Items] | ||
Conversion Of Warrants Terms Of Conversion | The holders of the warrants will not have the right to exercise any portion of the warrants if the holders, together with its respective affiliates, would beneficially own in excess of 4.99% of the number of shares of the Companys common stock (including securities convertible into common stock) outstanding immediately after the exercise; provided, however, that the holder may increase or decrease this limitation at any time, although any increase shall not be effective until the 61st day following the notice of increase and the holder may not increase this limitation in excess of 9.99%. | |
October Offering [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.45 | |
Fair Value of Warrants | $ 3,380,000 | |
Shares Issued, Price Per Share | $ 1.3425 | |
Stock Issued During Period, Value, New Issues | $ 4,250,000 | |
Proceeds from Issuance or Sale of Equity | 10,707,823 | |
October Offering [Member] | Common Stock [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Stock Issued During Period, Value, New Issues | $ 8,500,000 |
JULY 2016 REGISTERED DIRECT O33
JULY 2016 REGISTERED DIRECT OFFERING (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Jul. 27, 2016 | Jan. 25, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Oct. 19, 2016 | Dec. 31, 2014 | ||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 2,618 | 100,928 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,250,000 | ||||||
Class of Warrant or Right, Outstanding | 13,406,691 | [1],[2],[3] | 13,781,921 | 13,674,409 | |||
July Offering [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 7,043,211 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,543,210 | ||||||
Fair Value of Warrants | $ 858,000 | ||||||
Class of Warrant or Right, Outstanding | 5,500,001 | ||||||
Class Of Warrants Or Right ,Terminated | 5,500,000 | ||||||
Shares Issued, Price Per Share | $ 0.81 | ||||||
Proceeds from Issuance or Sale of Equity | $ 4,682,764 | ||||||
Warrant Expiration Term | 5 years 6 months | ||||||
July Offering [Member] | Minimum [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Class of Warrant or Right Terminated, Exercise Price | $ 1.21 | ||||||
July Offering [Member] | Maximum [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Class of Warrant or Right Terminated, Exercise Price | $ 1.25 | ||||||
July Offering [Member] | Common Stock [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 6,172,840 | ||||||
July Offering [Member] | Six Month Warrant [Member] | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Fair Value of Warrants | $ 3,058,000 | ||||||
[1] | Excludes 2,000,000 Tranche 2 and 3 warrants that will never become exercisable, as discussed in Note 5. | ||||||
[2] | Includes warrants to purchase 140,000 shares of common stock (1.0%) held by a former officer and director that have had the anti- dilution feature removed. | ||||||
[3] | Includes warrants to purchase 383,000 shares of common stock (2.9%) held by officers and directors that have had the anti-dilution feature removed. |
FEBRUARY 2016 REGISTERED DIRE34
FEBRUARY 2016 REGISTERED DIRECT OFFERING (Narrative) (Details) - USD ($) | Feb. 05, 2016 | Oct. 19, 2016 | Jan. 25, 2016 | Mar. 31, 2017 |
Direct Offering [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 2,618 | 100,928 | ||
Warrants Expiration Period | 66 months | 66 months | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,250,000 | |||
February Offering [Member] | ||||
Direct Offering [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.21 | |||
Stock Issued During Period, Value, New Issues | $ 5,091,791 | |||
Warrants Expiration Period | 66 months | |||
Shares Issued, Price Per Share | $ 1.10 | |||
Fair Value of Warrants | $ 1,940,000 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,500,000 | |||
Common Stock [Member] | February Offering [Member] | ||||
Direct Offering [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 5,000,000 |
JOINT VENTURE, CONSULTING AGR35
JOINT VENTURE, CONSULTING AGREEMENT AND ASSOCIATED WARRANTS (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | Oct. 19, 2016 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Issuance of Stock and Warrants for Services or Claims | $ 0 | $ 22,873 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,250,000 | ||||
Warrant Exercisable Per Share | $ 3.36 | $ 3.36 | |||
Consulting Agreement [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Issuance of Stock and Warrants for Services or Claims | $ 4,070,000 | ||||
Other Prepaid Expense, Current | $ 1,978,785 | ||||
Consulting Agreement [Member] | Tranche 1A Warrants [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Issuance of Stock and Warrants for Services or Claims | $ 2,810,000 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,250,000 | 1,250,000 | |||
Consulting Agreement [Member] | Tranche 1B Warrants [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | 1,000,000 | |||
Consulting Agreement [Member] | Tranche 2 Warrants [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | 1,000,000 | |||
Consulting Agreement [Member] | Tranche 3 Warrants [Member] | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | 1,000,000 |
MANUFACTURING FACILITY (Narrati
MANUFACTURING FACILITY (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Manufacturing Facility [Line Items] | ||
General and Administrative Expense, Total | $ 1,620,479 | $ 1,846,607 |
North Carolina Manufacturing Facility [Member] | ||
Manufacturing Facility [Line Items] | ||
General and Administrative Expense, Total | $ 118,750 | $ 135,267 |
MACHINERY AND EQUIPMENT (Narrat
MACHINERY AND EQUIPMENT (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation, Total | $ 88,121 | $ 80,597 |
MACHINERY AND EQUIPMENT (Detail
MACHINERY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 3,330,312 | $ 3,316,601 |
Less: accumulated depreciation | 970,059 | 881,938 |
Machinery and equipment, net | 2,360,253 | 2,434,663 |
Cigarette manufacturing equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 3,193,580 | 3,193,580 |
Cigarette manufacturing equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Cigarette manufacturing equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Office furniture, fixtures and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 104,538 | 103,945 |
Property, Plant and Equipment, Useful Life | 5 years | |
Laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 32,194 | $ 19,076 |
Property, Plant and Equipment, Useful Life | 5 years |
INVESTMENT IN ANANDIA (Narrativ
INVESTMENT IN ANANDIA (Narrative) (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Sep. 08, 2016 | Dec. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investments | $ 1,366,493 | $ 1,020,313 | |||
Equity Method Investment, Ownership Percentage | 19.40% | 20.00% | |||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 346,180 | $ (87,232) | |||
Income (Loss) from Equity Method Investments | 7,526 | 14,412 | |||
Accounting Standards Codification 323 [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Realized Gain (Loss) on Disposal | 346,180 | 87,232 | |||
Anandia Laboratories, Inc [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investments | $ 16,872 | $ 72,820 | $ 1,199,000 | ||
Equity Method Investment, Ownership Percentage | 24.40% | 25.00% | |||
Anandia Laboratories, Inc [Member] | Other Assets [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investments | $ 1,366,493 | $ 1,020,313 | |||
Anandia Laboratories, Inc [Member] | Accounting Standards Codification 323 [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 336,834 |
NOTES PAYABLE AND PATENT ACQU40
NOTES PAYABLE AND PATENT ACQUISITION (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 22, 2015 | Dec. 23, 2014 | |
Notes Payable And Patent Acquisition [Line Items] | |||||
Other Commitment | $ 1,213,000 | ||||
Finite Lived Intangible Assets Acquired With Notes Payable | $ 925,730 | ||||
Notes Payable, Current | $ 314,226 | $ 307,938 | |||
Notes and Loans, Noncurrent, Total | 314,226 | ||||
Patents [Member] | |||||
Notes Payable And Patent Acquisition [Line Items] | |||||
Other Commitment | $ 333,333 | 1,000,000 | |||
Other Commitment, Due in Second Year | 213,000 | 213,000 | |||
Other Commitment, Due in Third Year | $ 333,333 | ||||
Finite-lived Intangible Assets Acquired | $ 1,138,730 |
SEVERANCE LIABILITY (Narrative)
SEVERANCE LIABILITY (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2017 | Dec. 31, 2016 | |
Severance Liability [Line Items] | |||
Severance Costs | $ 624,320 | ||
Severance Term | 36 months | ||
Accrued Severance Liabilities Current | $ 149,365 | $ 199,657 | |
Employee Severance [Member] | |||
Severance Liability [Line Items] | |||
Monthly Severance Cost | $ 18,750 |
WARRANTS FOR COMMON STOCK (Narr
WARRANTS FOR COMMON STOCK (Narrative) (Details) - USD ($) | Feb. 05, 2016 | Oct. 19, 2016 | Jul. 27, 2016 | Jan. 25, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 02, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | |||||||||||
Derivative, Gain (Loss) on Derivative, Net, Total | $ 5,344 | $ 71,065 | |||||||||
Warrants Expiration Period | 66 months | 66 months | |||||||||
Stock Issued During Period, Shares, New Issues | 2,618 | 100,928 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,250,000 | ||||||||||
Number Of Warrants Exercised | 67,042 | 202,500 | 67,042 | 40,000 | |||||||
Warrants Expired And Unexercised | 6,831,115 | 172,730 | |||||||||
Class of Warrant or Right, Outstanding | 13,406,691 | [1],[2],[3] | 13,781,921 | 13,674,409 | |||||||
Tranche 2 And 3 [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Warrants and Rights Outstanding | $ 2,000,000 | ||||||||||
February Offering [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.21 | ||||||||||
Warrants Expiration Period | 66 months | ||||||||||
Fair Value of Warrants | $ 1,940,000 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,500,000 | ||||||||||
June Offering [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.25 | ||||||||||
Fair Value of Warrants | $ 2,067,000 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,000,000 | ||||||||||
October Offering [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.45 | ||||||||||
Fair Value of Warrants | $ 3,380,000 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 13,406,691 | ||||||||||
July Offering [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||||
Warrants Expiration Period | 5 years 6 months | ||||||||||
Fair Value of Warrants | $ 858,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 7,043,211 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,543,210 | ||||||||||
Class of Warrant or Right, Outstanding | 5,500,001 | ||||||||||
Class Of Warrants Or Right ,Terminated | 5,500,000 | ||||||||||
July Offering [Member] | Minimum [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Class of Warrant or Right Terminated, Exercise Price | $ 1.21 | ||||||||||
July Offering [Member] | Maximum [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Class of Warrant or Right Terminated, Exercise Price | $ 1.25 | ||||||||||
July Offering [Member] | Six Month Warrant [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Fair Value of Warrants | $ 3,058,000 | ||||||||||
Officers And Directors [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Percentage of Warrants Outstanding | 2.90% | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 383,000 | ||||||||||
Officers And Directors One [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Percentage of Warrants Outstanding | 1.00% | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 140,000 | ||||||||||
Warrant [Member] | July Offering [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 7,043,211 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,543,210 | ||||||||||
Class of Warrant or Right, Outstanding | 5,500,001 | ||||||||||
Warrants With Provision Of Anti Dilution [Member] | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 94,721 | ||||||||||
[1] | Excludes 2,000,000 Tranche 2 and 3 warrants that will never become exercisable, as discussed in Note 5. | ||||||||||
[2] | Includes warrants to purchase 140,000 shares of common stock (1.0%) held by a former officer and director that have had the anti- dilution feature removed. | ||||||||||
[3] | Includes warrants to purchase 383,000 shares of common stock (2.9%) held by officers and directors that have had the anti-dilution feature removed. |
WARRANTS FOR COMMON STOCK (Outs
WARRANTS FOR COMMON STOCK (Outstanding Warrants) (Details) - $ / shares | 3 Months Ended | ||||
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | |||
Class of Warrant or Right [Line Items] | |||||
Number of warrants | 13,406,691 | [1],[2],[3] | 13,781,921 | 13,674,409 | |
December 2011 Convertible Notes Payable Warrants One [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants | 802,215 | ||||
Exercise Price | $ 1.3816 | ||||
Expiration | Feb. 6, 2018 | ||||
May 2012 Private Placement Offering Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants | 251,700 | ||||
Exercise Price | $ 0.6000 | ||||
Expiration | May 15, 2017 | ||||
November 2012 Private Placement Offering Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants | 872,600 | ||||
Exercise Price | $ 0.6000 | ||||
Expiration | Nov. 9, 2017 | ||||
August 2012 Convertible Notes Payable Warrants One [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants | [4] | 94,721 | |||
Exercise Price | [4] | $ 0.9310 | |||
Expiration | [4] | Aug. 8, 2018 | |||
August 2012 Convertible Notes Payable Warrants Two [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants | 92,244 | ||||
Exercise Price | $ 0.9060 | ||||
Expiration | Aug. 8, 2018 | ||||
July 2016 Registered Direct Offering Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants | 7,043,211 | ||||
Exercise Price | $ 1 | ||||
Expiration | Jan. 27, 2021 | ||||
October 2016 registered direct offering warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Number of warrants | 4,250,000 | ||||
Exercise Price | $ 1.4500 | ||||
Expiration | Apr. 19, 2022 | ||||
[1] | Excludes 2,000,000 Tranche 2 and 3 warrants that will never become exercisable, as discussed in Note 5. | ||||
[2] | Includes warrants to purchase 140,000 shares of common stock (1.0%) held by a former officer and director that have had the anti- dilution feature removed. | ||||
[3] | Includes warrants to purchase 383,000 shares of common stock (2.9%) held by officers and directors that have had the anti-dilution feature removed. | ||||
[4] | Includes anti-dilution features. |
WARRANTS FOR COMMON STOCK (Roll
WARRANTS FOR COMMON STOCK (Roll-Forward of Warrant Liability from Initial Valuation) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right [Line Items] | ||||
Fair value of warrant liability upon Issuance / conversion | $ 64,025 | $ 58,681 | $ 2,898,296 | $ 3,042,846 |
Reclassification of warrant liability to capital in excess of par | (2,810,000) | |||
Gain as a result of change in fair value | $ (29,615) | $ (144,550) | ||
Loss as a result of change in fair value | $ 5,344 |
WARRANTS FOR COMMON STOCK (Warr
WARRANTS FOR COMMON STOCK (Warrant Activity) (Details) - shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Jan. 25, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | |||
Class of Warrant or Right [Line Items] | |||||||
Warrant outstanding beginning balance | 13,781,921 | 13,674,409 | |||||
Warrants issued in conjunction with registered direct offering | 2,500,000 | 3,000,000 | |||||
Unexercisable warrants | [1] | (2,000,000) | |||||
Warrants exercised | (67,042) | (202,500) | (67,042) | (40,000) | |||
Warrants expired | (6,831,115) | ||||||
Additional warrants due to anti-dilution provisions | 2,089 | 369 | |||||
Warrant outstanding ending balance | 13,406,691 | [2],[3],[4] | 13,781,921 | ||||
Composition of outstanding warrants: | |||||||
Warrants containing anti-dilution feature | 94,721 | ||||||
Warrants without anti-dilution feature | 13,311,970 | ||||||
Warrant outstanding and exercisable ending balance | 13,406,691 | ||||||
June 2015 Offering [Member] | |||||||
Composition of outstanding warrants: | |||||||
Warrants Cancelled In Registered Direct Offering | (3,000,000) | ||||||
February 2016 Offering [Member] | |||||||
Composition of outstanding warrants: | |||||||
Warrants Cancelled In Registered Direct Offering | (2,500,000) | ||||||
July 2016 Offering [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants issued in conjunction with registered direct offering | 7,043,211 | ||||||
September 2016 Offering [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Number Of Warrants Exercised Two | [5] | (2,250,000) | |||||
October 2016 Offering [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants issued in conjunction with registered direct offering | 4,250,000 | ||||||
[1] | Crede Tranche 2 Warrants and Tranche 3 Warrants are not exercisable (see Note 5 for additional information). | ||||||
[2] | Excludes 2,000,000 Tranche 2 and 3 warrants that will never become exercisable, as discussed in Note 5. | ||||||
[3] | Includes warrants to purchase 140,000 shares of common stock (1.0%) held by a former officer and director that have had the anti- dilution feature removed. | ||||||
[4] | Includes warrants to purchase 383,000 shares of common stock (2.9%) held by officers and directors that have had the anti-dilution feature removed. | ||||||
[5] | Crede Tranche 1A Warrants and Tranche 1B Warrants expired unexercised on September 29, 2016. |
COMMITMENTS AND CONTINGENCIES46
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | Dec. 08, 2015USD ($) | Nov. 01, 2015USD ($)ft² | Feb. 10, 2014USD ($) | Apr. 26, 2017USD ($) | Sep. 01, 2016USD ($) | Sep. 15, 2014USD ($) | Aug. 27, 2014USD ($) | Aug. 22, 2014USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Feb. 01, 2017USD ($) | Dec. 31, 2016USD ($) | May 19, 2016shares | May 01, 2016USD ($) | Apr. 26, 2016shares |
Other Commitments [Line Items] | ||||||||||||||||
Annual minimum royalty payments | $ 1,219 | $ 225,000 | ||||||||||||||
Milestone payment upon approval of a product | $ 150,000 | |||||||||||||||
Research and Development Expense, Total | 550,851 | $ 597,391 | ||||||||||||||
License Costs | $ 85,681 | |||||||||||||||
Amortization of Other Deferred Charges | 140,888 | 124,841 | ||||||||||||||
Lease Payments | 38,438 | 36,131 | ||||||||||||||
License Maintenance Fees Due Current | $ 75,000 | |||||||||||||||
Minimum Royalty Fee Payments Due In Year Four | 15,000 | |||||||||||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 118,000 | |||||||||||||||
Operating Leases, Future Minimum Payments, Due in Two Years | 169,000 | |||||||||||||||
Operating Leases, Future Minimum Payments, Due in Three Years | 169,000 | |||||||||||||||
Operating Leases, Rent Expense, Minimum Rentals | $ 3,750 | |||||||||||||||
Land Subject to Ground Leases | ft² | 25,000 | |||||||||||||||
Minimum Annual Royalties In Year Five | 25,000 | |||||||||||||||
Minimum Annual Royalties After Year Five | $ 50,000 | |||||||||||||||
Minimum Annual Royalties In Year Three | $ 10,000 | |||||||||||||||
Litigation Settlement Shares To Be Issued | shares | 2,077,555 | 2,077,555 | ||||||||||||||
Lease Expiration Date | Oct. 31, 2017 | |||||||||||||||
Research and Development Arrangement, Investment Amount | $ 40,845 | 64,629 | ||||||||||||||
University of Virginia [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Research and Development Arrangement, Investment Amount | $ 1,000,000 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | $ 10,800 | |||||||||||||||
Payment One [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others, Costs Incurred, Gross | 379,800 | 65,425 | ||||||||||||||
Payment Two [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others, Costs Incurred, Gross | 65,425 | 95,000 | ||||||||||||||
Office space in Clarence, New York [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Operating Leases, Future Minimum Payments, Due in Two Years | $ 19,000 | |||||||||||||||
Lease Expiration Date | Aug. 31, 2017 | |||||||||||||||
Warehouse Space in North Carolina [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Annual minimum royalty payments | $ 1,200 | |||||||||||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 33,750 | |||||||||||||||
Operating Leases, Future Minimum Payments, Due in Two Years | 45,000 | |||||||||||||||
Operating Leases, Future Minimum Payments, Due in Three Years | $ 37,500 | |||||||||||||||
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | $ 14,400 | |||||||||||||||
Lease Expiration Date | Aug. 31, 2017 | |||||||||||||||
Laboratory space in Buffalo [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Annual minimum royalty payments | $ 2,690 | $ 1,471 | ||||||||||||||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 25,000 | |||||||||||||||
Operating Leases, Future Minimum Payments, Due in Two Years | $ 11,000 | |||||||||||||||
Laboratory space in Buffalo [Member] | Subsequent Event [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 12 months | |||||||||||||||
Operating Leases, Rent Expense, Sublease Rentals | $ 2,770 | |||||||||||||||
Licensing Agreements [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Research and Development Expense, Total | $ 162,408 | |||||||||||||||
Licensing Agreements One [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Research and Development Expense, Total | $ 63,390 | 114,797 | ||||||||||||||
License Costs | $ 150,000 | $ 125,000 | ||||||||||||||
License Maintenance Fees Due Current | 15,000 | |||||||||||||||
Minimum Royalty Fee Payments Due In Year Five | 30,000 | |||||||||||||||
Minimum Royalty Fee Payments Due Thereafter | 50,000 | |||||||||||||||
Capitalized Patent Costs Gross | 19,069 | 27,956 | ||||||||||||||
Minimum Royalty Fee Payments Due In Year Three | 20,000 | |||||||||||||||
Patents [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Capitalized Patent Costs Gross | 26,843 | 3,980 | ||||||||||||||
Precision License [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
License Costs | $ 1,250,000 | |||||||||||||||
Amortization of Other Deferred Charges | 24,506 | |||||||||||||||
Anandia Sublicense [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
License Costs | $ 10,000 | |||||||||||||||
Upfront Fee | $ 75,000 | |||||||||||||||
Licensing Agreements Two [Member] | ||||||||||||||||
Other Commitments [Line Items] | ||||||||||||||||
Capitalized Patent Costs Gross | $ 29,667 | $ 6,075 |
COMMITMENTS AND CONTINGENCIES47
COMMITMENTS AND CONTINGENCIES (Future Minimum Lease Payments) (Details) | Mar. 31, 2017USD ($) |
Other Commitments [Line Items] | |
Year ended December 31, 2017 - | $ 118,000 |
Year ended December 31, 2018 - | 169,000 |
Year ended December 31, 2019 - | 169,000 |
Year ended December 31, 2020 - | 169,000 |
Year ended December 31, 2021 - | $ 141,000 |
EARNINGS PER COMMON SHARE (Comp
EARNINGS PER COMMON SHARE (Computation of Basic and Diluted Earnings Per Common Share) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net loss attributed to common shareholders | $ (2,621,277) | $ (3,252,452) |
Denominator for basic earnings per share-weighted average shares outstanding | 90,699,874 | 74,031,148 |
Effect of dilutive securities: | ||
Warrants, restricted stock and options outstanding | 0 | 0 |
Denominator for diluted earnings per common share-weighted average shares adjusted for dilutive securities | 90,699,874 | 74,031,148 |
Loss per common share - basic and diluted | $ (0.03) | $ (0.04) |
EARNINGS PER COMMON SHARE (Anti
EARNINGS PER COMMON SHARE (Anti-Dilutive Securities Outstanding Excluded from Computation) (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities outstanding but excluded from computation of earnings per share | 19,057,370 | 15,032,300 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities outstanding but excluded from computation of earnings per share | 13,406,691 | 10,236,621 |
Options [ Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities outstanding but excluded from computation of earnings per share | 5,650,679 | 4,795,679 |
EQUITY BASED COMPENSATION (Narr
EQUITY BASED COMPENSATION (Narrative) (Details) - USD ($) | Apr. 12, 2014 | Apr. 29, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense related to non-vested restricted shares and stock option | $ 1,214,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.65 | $ 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,634,037 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 562,715 | $ 909,319 | |||||
IPO [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense related to non-vested restricted shares and stock option | $ 168,979 | $ 259,994 | |||||
Omnibus Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,634,037 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 321,765 | ||||||
Omnibus Incentive Plan [Member] | Subsequent Event [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 5,000,000 | ||||||
Omnibus Incentive Plan [Member] | Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,000,000 | ||||||
Scenario, Forecast [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense related to non-vested restricted shares and stock option | $ 112,000 | $ 357,000 | $ 278,000 | ||||
Third Party [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted shares awarded vested immediately | 0 | 5,811 | |||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted shares awarded vested immediately | 0 | 22,873 | |||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense related to non-vested restricted shares and stock option | $ 467,000 |
EQUITY BASED COMPENSATION (Sche
EQUITY BASED COMPENSATION (Schedule of Fair Value Assumptions) (Details) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Risk-free interest rate (weighted average) | 1.52% |
Expected dividend yield | 0.00% |
Expected stock price volatility | 90.00% |
Expected life of options (weighted average) | 5 years 2 months 1 day |
EQUITY BASED COMPENSATION (Summ
EQUITY BASED COMPENSATION (Summary of All Stock Option Activity) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Options | ||||
Options Outstanding, Beginning of Period | 5,650,679 | 3,161,642 | 890,000 | 660,000 |
Reinstated | 50,000 | |||
Granted | 2,489,037 | 2,221,642 | 300,000 | |
Exercised | (70,000) | |||
Options Outstanding, End of Period | 5,650,679 | 3,161,642 | 890,000 | |
Exercisable, End of Period | 3,640,325 | |||
Weighted Average Exercise Price | ||||
Options Outstanding, Beginning of Period | $ 1.04 | $ 1.10 | $ 1.38 | $ 0.74 |
Reinstated | 0.69 | |||
Granted | 0.97 | 1 | 2.61 | |
Exercised | 0.69 | |||
Options Outstanding, End of Period | $ 1.04 | $ 1.10 | $ 1.38 | |
Exercisable, End of Period | $ 1.08 | |||
Weighted Average Remaining Contractual Term | ||||
Options Outstanding, End of Period | 7 years 2 months 12 days | |||
Exercisable, End of Period | 4 years 10 months 24 days | |||
Aggregate Intrinsic Value | ||||
Options Outstanding, End of Period | $ 1,312,708 | |||
Exercisable, End of Period | $ 825,627 |