Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Oct. 31, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Q Therapeutics, Inc. | ' |
Entity Central Index Key | '0001366541 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filer | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 30,422,460 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $1,090,790 | $142,532 |
Receivables, net of allowance of $28,800 as of September 30, 2014 and December 31, 2013 | 165,304 | 5,556 |
Prepaid financing costs, net | ' | 63,333 |
Prepaid expenses and other | 4,364 | 10,109 |
Total current assets | 1,260,458 | 221,530 |
Property and equipment, net | 26,457 | 27,999 |
Other assets | ' | 7,513 |
Total assets | 1,286,915 | 257,042 |
Current liabilities: | ' | ' |
Accounts payable | 294,129 | 2,364,001 |
Accrued liabilities | 70,100 | 81,156 |
Accrued compensation | 647,982 | 353,950 |
Notes payable | ' | 500,000 |
Derivative liabilities | 130,577 | ' |
Total current liabilities | 1,142,788 | 3,299,107 |
Commitments (Note 8) | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Common stock, $0.0001 par value: 100,000,000 shares authorized; 30,397,460 and 24,936,833 shares outstanding as of September 30, 2014 and December 31, 2013, respectively | 3,040 | 2,494 |
Additional paid-in capital | 26,547,138 | 20,836,811 |
Accumulated deficit | -26,406,051 | -23,881,370 |
Total stockholders' equity (deficit) | 144,127 | -3,042,065 |
Total liabilities and stockholders' equity (deficit) | $1,286,915 | $257,042 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Condensed Consolidated Balance Sheets [Abstract] | ' | ' |
Receivables, allowance for doubtful accounts | $28,800 | $28,800 |
Common stock, par value (in Dollars per Share) | $0.00 | $0.00 |
Common stock, shares authorized (in Shares) | 100,000,000 | 100,000,000 |
Common stock, shares outstanding (in Shares) | 30,397,460 | 24,936,833 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Condensed Consolidated Statements of Operations [Abstract] | ' | ' | ' | ' |
Grant revenues | $167,240 | ' | $667,456 | $12,286 |
License fees and other revenues | ' | 12,000 | 2,400 | 12,000 |
Total operating revenues | 167,240 | 12,000 | 669,856 | 24,286 |
Cost of revenues | ' | 4,800 | 800 | 4,800 |
Gross profit | 167,240 | 7,200 | 669,056 | 19,486 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 374,944 | 1,371,644 | 1,642,027 | 1,642,591 |
General and administrative | 429,539 | 326,649 | 1,482,271 | 1,078,239 |
Total operating expenses | 804,483 | 1,698,293 | 3,124,298 | 2,720,830 |
Operating loss | -637,243 | -1,691,093 | -2,455,242 | -2,701,344 |
Other income (expense): | ' | ' | ' | ' |
Interest expense | -143 | -66,158 | -110,864 | -66,808 |
Reduction in derivative liabilities | 13,057 | ' | 35,617 | ' |
Other income, net | 4,583 | 991 | 5,808 | 2,879 |
Total other income (expense), net | 17,497 | -65,167 | -69,439 | -63,929 |
Loss before provision (benefit) for income taxes | -619,746 | -1,756,260 | -2,524,681 | -2,765,273 |
Provision (benefit) for income taxes | ' | ' | ' | ' |
Net loss | ($619,746) | ($1,756,260) | ($2,524,681) | ($2,765,273) |
Weighted average number of common shares outstanding - basic and diluted (in Shares) | 30,352,605 | 24,839,007 | 28,440,705 | 24,807,040 |
Net loss per common share - basic and diluted (in Dollars per Share) | ($0.02) | ($0.07) | ($0.09) | ($0.11) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($2,524,681) | ($2,765,273) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 7,157 | 9,624 |
Original debt discount | 63,333 | 61,667 |
Change in derivative liabilities | -35,617 | ' |
Stock-based compensation | 527,307 | 76,316 |
Common stock issued for services | 59,500 | 175,000 |
Warrants issued for services | ' | 44,668 |
Decrease (increase) in: | ' | ' |
Receivables | -159,748 | 462,135 |
Prepaid expenses and other assets | 13,258 | 7,566 |
Increase (decrease) in: | ' | ' |
Accounts payable and accrued liabilities | 677,965 | 1,093,627 |
Accrued compensation | 294,032 | 144,630 |
Net cash used in operating activities | -1,077,494 | -690,040 |
Cash flows from investing activities: | ' | ' |
Purchase of property and equipment | -5,615 | -23,802 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of notes payable | ' | 250,000 |
Proceeds from exercise of common stock options | 15,367 | ' |
Issuance of common stock for cash | 2,016,000 | ' |
Net cash provided by financing activities | 2,031,367 | 250,000 |
Net increase (decrease) in cash | 948,258 | -463,842 |
Cash as of beginning of the period | 142,532 | 794,207 |
Cash as of end of the period | 1,090,790 | 330,365 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for interest | 572 | 866 |
Supplemental disclosure of cash flow information: | ' | ' |
Debt discount related to issuance of notes payable | ' | 250,000 |
Accounts payable converted to common stock between March 7 and April 14, 2014 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Debt conversion, original debt amount | 2,304,030 | ' |
Notes payable converted to common stock between March 7 and April 14, 2014 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Debt conversion, original debt amount | 104,000 | ' |
Accounts payable and notes payable converted to common stock between March 7 and April 14, 2014 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Conversion of debt, shares issued (in Shares) | 2,408,030 | ' |
Accounts payable converted payable converted to common stock on June 20, 2014 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Debt conversion, original debt amount | 423,000 | ' |
Notes payable converted to common stock on June 20, 2014 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Debt conversion, original debt amount | $427,863 | ' |
Accounts payable and notes payable converted to common stock on June 20, 2014 [Member] | ' | ' |
Debt Conversion [Line Items] | ' | ' |
Conversion of debt, shares issued (in Shares) | 850,863 | ' |
Organization
Organization | 9 Months Ended |
Sep. 30, 2014 | |
Organization [Abstract] | ' |
Organization | ' |
1. Organization | |
Q Therapeutics, Inc. (Q Therapeutics) conducts its operations through its wholly owned subsidiary, Q Therapeutic Products, Inc. (Q Products), and Q Products’ wholly owned subsidiary, NeuroQ Research, Inc. (collectively, the Company). Q Therapeutics is a Salt Lake City, Utah-based biopharmaceutical company that is developing human cell-based therapies intended to treat degenerative diseases and injuries of the brain and spinal cord, the primary components of the central nervous system (CNS). | |
These potential therapies are based on technology developed by Q Products’ co-founder Mahendra Rao, M.D., Ph.D., a leader in glial stem cell biology, during his tenure at the University of Utah and as Head of the Stem Cell Section in the Laboratory of Neuroscience at the National Institutes of Health (NIH) Institute of Aging. Dr. Rao was one of the first scientists to identify and seek patent coverage on stem cells and their progeny cells found in the CNS. After licensing Dr. Rao’s technology from the University of Utah and NIH, Q Products commenced operations in the spring of 2004 to develop cell-based therapeutic products that can be sold as “off-the-shelf” pharmaceuticals. |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Significant Accounting Policies [Abstract] | ' |
Significant Accounting Policies | ' |
2. Significant Accounting Policies | |
The following significant accounting policies are followed in preparing the condensed consolidated financial statements: | |
Basis of Presentation and Consolidation | |
These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Form 10-K filed with the Securities and Exchange Commission (SEC) on April 15, 2014. The results of operations for the three and nine-month periods ended September 30, 2014 are not necessarily indicative of the results for the full year ending December 31, 2014. In the opinion of management, all adjustments that are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. | |
The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with U.S. generally accepted accounting principles (US GAAP), and include all assets and liabilities of Q Therapeutics and its wholly owned subsidiary, Q Products. All material intercompany transactions and balances have been eliminated. | |
Liquidity | |
The Company has not generated significant revenues and has been developing its products. Historically, the Company has been dependent on government grants and debt and equity raised from individual investors to sustain its operations. The Company’s continued operations will depend on its ability to raise funds through similar sources. There can be no assurance that such capital will be available on favorable terms or at all. If it is unable to raise additional capital, the Company will likely be forced to curtail desired development activities, which will delay the development of its product candidates. The Company’s products have not been approved by the U.S. Food and Drug Administration (FDA) for commercial sale; therefore, the Company has not generated revenues from commercial therapeutic product sales. The Company has incurred losses and used cash for operating activities. As of September 30, 2014, the Company had an accumulated deficit of $26,406,051. | |
2014 Financing Transactions | |
Between March 7 and April 14, 2014, the Company issued an aggregate of 4,420,530 units, each unit consisting of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock, for which the Company received cash consideration of $2,012,500 and the settlement of indebtedness of $2,408,030 (2014 Financing Transactions). The warrants have an initial exercise price of $1.00 per share, are immediately exercisable, and expire in no more than four years. Both the shares of common stock and the warrants issued in the 2014 Financing Transactions have a “down-round” protection provision provided to the investors in the financing. With respect to the common shares and warrants issued in the 2014 Financing Transactions, with certain exceptions, if the Company subsequently issues or sells any shares of common stock or any common stock equivalents pursuant to which shares of common stock may be acquired at a price less than $1.00 per share, then the Company shall promptly issue additional shares of common stock to the investor in an amount such that the subscription price paid, when divided by the total number of shares issued will result in an actual price paid per share of common stock equal to such lower price and with respect to warrants, the warrant exercise price shall be reduced to the lesser price at which the common stock or common stock equivalents were issued. The down-round provisions expire upon the earlier of (1) the effectiveness of a registration statement with the SEC registering the shares of common stock issued and the common shares underlying warrants issued in the 2014 Financing Transactions, or (2) one year after the issuance date. | |
On June 30, 2014, the Company issued 854,363 shares of common stock and warrants to purchase 1,277,363 shares of common stock resulting from an additional tranche of financing for which the Company received cash consideration of $3,500 and a settlement of indebtedness of $850,863. The common stock and warrants have terms similar to the 2014 Financing Transactions. | |
Use of Estimates | |
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Accordingly, actual results could differ from those estimates. Key estimates include allowances for doubtful accounts receivable, useful lives for property and equipment, valuation allowances for net deferred income tax assets, and valuations for stock-based compensation awards. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. | |
Revenue Recognition and Grants Receivable | |
The Company periodically applies for research grants, including as a sub-recipient to grants funded by government agencies through research universities. Grant revenues are recognized as associated expenses are incurred and are billed in conjunction with the terms of the grants. The Company records its grants receivable in accordance with the provisions of the grant agreements. The Company’s grants receivable are considered past due when payment has not been received within 30 days of the invoice date, although certain institutions customarily do not pay within these terms. The amounts of the specific reserves are estimated by management based on various assumptions including the age of the individual receivable, as well as changes in payment schedules and histories. Receivable balances are charged off against the allowance for doubtful accounts when management determines the potential for recovery is remote. Recoveries of receivables previously charged off are recorded when payment is received. | |
In June 2014, the Company was notified of a sub-award as part of the fourth and final year of grant funding awarded to The Johns Hopkins University (JHU) from the National Institute of Neurological Disorders and Stroke (NINDS) of the National Institutes of Health. The sub-award for the 2014 grant plan year is $677,864. As of September 30, 2014, $667,456 has been billed of which $165,304 is included in receivables. | |
Stock-Based Compensation | |
The Company calculates the estimated fair value of its stock options and warrants on the grant date using the Black-Scholes option-pricing model. The Company recognizes stock-based compensation expense as services are provided, which is generally over the vesting period of the individual equity instruments. Expense related to stock options issued in lieu of cash to non-employees for services performed are measured at the fair value of the options on the date they are earned. | |
The volatility assumption used in the Black-Scholes option-pricing model is based on the volatility of publicly traded companies in the same industry segment as the Company. The expected lives of the options and warrants granted represent the periods of time that the options granted are expected to be outstanding. The risk free rates for periods within the contractual lives of the options and warrants are based on the U.S. Treasury securities constant maturity rate that corresponds to the expected terms in effect at the time of grant. Stock-based compensation is included in general and administrative expense in the statements of operations. | |
Net Loss Per Common Share | |
Basic net loss per common share (Basic EPS) is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per common share (Diluted EPS) is computed by dividing net loss by the sum of the weighted average number of common shares outstanding and the potentially dilutive common share equivalents then outstanding. Common share equivalents consist of shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock. | |
Due to the fact that for all periods presented the Company has incurred net losses, common share equivalents as of September 30, 2014 and 2013, totaling 25,152,288 and 16,107,458, respectively, are not included in the calculation of Diluted EPS because they are anti-dilutive. Therefore, basic net loss per common share is the same as diluted net loss per common share for the three and nine months ended September 30, 2014 and 2013. | |
Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 provides for a single, principles-based model for revenue recognition that replaces existing revenue recognition guidance. ASU 2014-09 is effective for annual and interim periods beginning on or after December 15, 2016. It permits the use of either a retrospective or cumulative effect transition method and early adoption is not permitted. The Company has not yet determined the impact this standard will have on its consolidated financial statements and related disclosures. | |
In June 2014, the FASB issued ASU 2014-10, Topic 915, Development Stage Entities, Elimination of Certain Financial Reporting Requirements. ASU 2014-10 removes all incremental financial reporting requirements for development stage entities, including but not limited to, inception-to-date financial information included in the statements of operations, statements of stockholders’ equity and statements of cash flows. The Company elected early adoption of ASU 2014-10 beginning with the reporting period ended June 30, 2014. As a result of the Company’s early adoption, all references to the Company as a development stage entity have been removed. The adoption of this pronouncement has no impact on the Company’s financial position, results of operations or liquidity. | |
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 310-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. This amendment is intended to reduce diversity in the timing and content of footnote disclosures. This is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements. |
Accounts_Payable
Accounts Payable | 9 Months Ended |
Sep. 30, 2014 | |
Accounts Payable [Abstract] | ' |
Accounts Payable | ' |
3. Accounts Payable | |
Between March 7 and June 30, 2014, the Company settled $2,727,030 of accounts payables through the issuance of equity. |
Accrued_Compensation
Accrued Compensation | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accrued Compensation [Abstract] | ' | ||||||||
Accrued Compensation | ' | ||||||||
4. Accrued Compensation | |||||||||
Accrued compensation consists of the following: | |||||||||
September 30, 2014 | December 31, 2013 | ||||||||
Accrued wages | $ | 565,804 | $ | 278,393 | |||||
Accrued vacation expense | 82,178 | 75,557 | |||||||
Total accrued compensation | $ | 647,982 | $ | 353,950 | |||||
In March 2013, certain of the Company’s executives agreed to defer part, if not all, of their salaries until additional funding is obtained by the Company. |
Notes_Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2014 | |
Notes Payable [Abstract] | ' |
Notes Payable | ' |
5. Notes Payable | |
Between August 12 and September 30, 2013, the Company received $250,000 in cash proceeds from a bridge financing by certain note holders, some of which were affiliates, as evidenced by promissory notes. The notes were issued at 50% of face value, bore interest at the rate of 8% per annum, and matured beginning February 5, 2014. | |
In February 2014, the largest note holder agreed to extend the maturity date for its $400,000 note for an additional 180 days, in exchange for certain call rights language being removed from warrants the note holder had acquired in 2011. On March 7, 2014, the remaining note holder converted its note totaling $104,000, including interest, into units consisting of one share of common stock and one warrant to purchase a share of common stock as part of the 2014 Financing Transactions (see Note 2). | |
In June 2014, the largest note holder converted its notes totaling $427,863, including interest, into units consisting of one share of common stock and one warrant to purchase a share of common stock (see Note 2). | |
To date, the Company has recorded interest expense relating to the notes of $281,862, of which $250,000 pertained to the amortization of the debt discount. As of June 30, 2014, the debt discount was fully amortized and all notes had been paid in full. | |
The effective interest rate related to this financing is approximately 156%. |
Derivative_Liabilities
Derivative Liabilities | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Derivative Liability [Abstract] | ' | ||||||||||||||||
Derivative Liability | ' | ||||||||||||||||
6. Derivative Liabilities | |||||||||||||||||
In connection with the 2014 Financing Transactions, the Company recorded derivative liabilities related to down-round protection provided to the stockholders in the event that the Company does another offering of units, similar to those issued in the 2014 Financing Transactions, at a price below $1.00 per share. The down-round provision expires upon the earlier of the effectiveness of a registration statement with the SEC or one year after the issuance date. With the assistance of a third-party valuation specialist, the Company valued the derivative liabilities pursuant to the accounting guidance of ASC 820-10, Fair Value Measurements. | |||||||||||||||||
Fair values for warrants and common stock are determined using the Monte-Carlo Simulation Model valuation technique. The Monte-Carlo Simulation Model provides for dynamic assumptions regarding volatility and risk-free interest rates within the total period to expected conversion. In addition, management assessed the probabilities of future financing assumptions. | |||||||||||||||||
Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, US GAAP establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: | |||||||||||||||||
Level 1 | Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. | ||||||||||||||||
Level 2 | Other inputs that are observable directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs. | ||||||||||||||||
Level 3 | Unobservable inputs that are used when little or no market data is available, which require the Company to develop its own assumptions about how market participants would value the assets or liabilities. | ||||||||||||||||
Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosure each quarter. Assets and liabilities measured at fair value on a recurring basis as of September 30, 2014 are summarized as follows: | |||||||||||||||||
Fair Value as of September 30, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Derivative liabilities | $ | — | $ | — | $ | 130,577 | $ | 130,577 | |||||||||
The following table presents the reconciliation of Level 3 liabilities measured at fair value on a recurring basis during the nine months ended September 30, 2014. | |||||||||||||||||
Fair Value | |||||||||||||||||
Measurements | |||||||||||||||||
Using Significant | |||||||||||||||||
Unobservable Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Derivatives | |||||||||||||||||
Beginning balance, December 31, 2013 | $ | — | |||||||||||||||
Derivative liabilities related to down-round provision of common stock and warrants | 166,194 | ||||||||||||||||
Reduction in derivative liabilities | (35,617 | ) | |||||||||||||||
Ending balance, September 30, 2014 | $ | 130,577 | |||||||||||||||
Given the nature of the derivative liabilities, the carrying amount of $130,577 as of September 30, 2014 was derived from Level 3 inputs and represents management’s best estimate of fair value. | |||||||||||||||||
The valuation assumptions used in the Monte-Carlo Simulation Model for the nine months ended September 30, 2014 are as follows: | |||||||||||||||||
Threshold barrier | $ | 1 | |||||||||||||||
Average down-round protection value per unit | $ | .1190 - $.1714 | |||||||||||||||
Probability of down-round offer | > 10 | % | |||||||||||||||
Stockholders_Equity_Deficit
Stockholders' Equity (Deficit) | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Stockholders' Equity (Defecit) [Abstract] | ' | ||||||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||||||
7. Stockholders’ Equity (Deficit) | |||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||
Between March 7, 2014 and June 30, 2014, the Company issued in aggregate 5,274,893 shares of common stock to individual investors as part of the 2014 Financing Transactions (see Note 2). The shares of common stock have a down-round protection provision to the stockholders in the event that the Company sells units similar to those in the previous offering at a price below $1.00 per share. The down-round protection provision expires upon the earlier of (1) the effectiveness of a registration statement with the SEC or (2) one year after the issuance date. | |||||||||||||||||||||||
Additionally, during the quarter ended September 30, 2014, the Company issued an aggregate of 25,000 shares of common stock in lieu of cash for services and 100,734 shares of common stock from the exercise of incentive stock options. As of September 30, 2014, 30,397,460 shares of common stock are outstanding. | |||||||||||||||||||||||
Stock Options | |||||||||||||||||||||||
The following summarizes the outstanding common stock options and related activity for the nine months ended September 30, 2014: | |||||||||||||||||||||||
Number of | Weighted | Weighted | |||||||||||||||||||||
Options | Average Exercise | Average | |||||||||||||||||||||
Price Per Share | Remaining Life | ||||||||||||||||||||||
(Years) | |||||||||||||||||||||||
Outstanding as of December 31, 2013 | 3,865,440 | $ | 0.34 | 6.98 | |||||||||||||||||||
Granted | 3,333,921 | 0.7 | 9.47 | ||||||||||||||||||||
Exercised | (100,734 | ) | 0.15 | — | |||||||||||||||||||
Forfeited | — | — | — | ||||||||||||||||||||
Outstanding as of September 30, 2014 | 7,098,627 | 0.51 | 7.34 | ||||||||||||||||||||
Exercisable as of September 30, 2014 | 4,875,229 | 0.41 | 6.49 | ||||||||||||||||||||
As of September 30, 2014, options to purchase 653,608 shares of common stock under the 2011 Equity Incentive Compensation Plan (the Plan) were available for future grant. The following summarizes information about stock options outstanding as of September 30, 2014: | |||||||||||||||||||||||
Exercise Price | Numbers of | Weighted | Weighted | Number of | Weighted | ||||||||||||||||||
Options | Average | Average | Options | Average | |||||||||||||||||||
Outstanding | Remaining | Exercise | Exercisable | Exercise | |||||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||||
Life (Years) | |||||||||||||||||||||||
$0.06 - $0.08 | 902,600 | 4.7 | $ | 0.08 | 902,600 | $ | 0.08 | ||||||||||||||||
$0.15 - $0.19 | 1,972,106 | 4.95 | 0.17 | 1,972,106 | 0.17 | ||||||||||||||||||
$0.70 | 3,333,921 | 9.47 | 0.7 | 1,377,190 | 0.7 | ||||||||||||||||||
$1.00 | 890,000 | 7.34 | 1 | 623,333 | 1 | ||||||||||||||||||
7,098,627 | 7.34 | 0.51 | 4,875,229 | ||||||||||||||||||||
As of September 30, 2014, the aggregate intrinsic value of outstanding and exercisable stock options was $1,601,845. For the nine months ended September 30, 2014, the aggregate intrinsic value of options exercised was $55,148. | |||||||||||||||||||||||
Stock-based compensation for the three months ended September 30, 2014 and 2013 was $139,050 and $25,439, respectively. Stock-based compensation for the nine months ended September 30, 2014 and 2013 was $527,307 and $76,316, respectively. As of September 30, 2014, the Company had $834,221 of unrecognized stock-based compensation expense related to non-vested awards that is expected to be recognized over a weighted-average period of 2.53 years. | |||||||||||||||||||||||
The fair value of each stock-based compensation award granted during the nine months ended September 30, 2014 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: | |||||||||||||||||||||||
Risk-free interest rate | 1.62% - 2.32 | % | |||||||||||||||||||||
Expected stock price volatility | 65.05% - 72.94 | % | |||||||||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||||||||
Expected life of options | 5 - 7 years | ||||||||||||||||||||||
Warrants | |||||||||||||||||||||||
In January 2014, the Company issued a warrant to purchase 50,000 shares of common stock to a business consulting firm. | |||||||||||||||||||||||
Between March 7 and June 30, 2014, the Company issued warrants to purchase 5,697,893 shares of common stock as a result of three separate tranches of the 2014 Financing Transactions (see Note 2). The warrants have an initial exercise price of $1.00 per share, have up to a four-year life, are exercisable immediately, and have down-round protection provisions in the event that the Company subsequently sells similar units at a price less than $1.00 per share (see Note 6). | |||||||||||||||||||||||
As of September 30, 2014, 18,053,661 warrants to purchase common stock had been issued and were outstanding with exercise prices ranging from $.046 to $2.75 per share and terms ranging from two to seven years. The weighted average warrant exercise price is $1.28 and the weighted average remaining life is 3.67 years. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
8. Commitments | |
Advisory Agreement | |
In May 2014, the Company and its investor relations firm amended their service agreement such that the consulting firm will receive 25,000 shares of the Company’s common stock each quarter in lieu of cash for services rendered. As of September 30, 2014, 75,000 shares of common stock have been issued under this amendment. | |
Supplier Agreement | |
In June 2014, the Company amended its letter of understanding with a supplier regarding payment for services regarding its animal safety studies. The amendment addresses the payment terms of the studies and allows the Company to pay up to $500,000 of the study costs with its equity instruments. Upon completion of the study, any outstanding balance owed to the supplier will be converted into a note payable bearing an interest rate of 8% per annum through July 31, 2015, and then escalates to 10% per annum through March 31, 2016, the maturity date of the note. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
9. Subsequent Event | |
In October 2014, the Company issued 25,000 shares of common stock to an investor relations firm. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Significant Accounting Policies [Abstract] | ' |
Basis of Presentation and Consolidation, Policy | ' |
Basis of Presentation and Consolidation | |
These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Form 10-K filed with the Securities and Exchange Commission (SEC) on April 15, 2014. The results of operations for the three and nine-month periods ended September 30, 2014 are not necessarily indicative of the results for the full year ending December 31, 2014. In the opinion of management, all adjustments that are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. | |
The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with U.S. generally accepted accounting principles (US GAAP), and include all assets and liabilities of Q Therapeutics and its wholly owned subsidiary, Q Products. All material intercompany transactions and balances have been eliminated. | |
Liquidity, Policy | ' |
Liquidity | |
The Company has not generated significant revenues and has been developing its products. Historically, the Company has been dependent on government grants and debt and equity raised from individual investors to sustain its operations. The Company’s continued operations will depend on its ability to raise funds through similar sources. There can be no assurance that such capital will be available on favorable terms or at all. If it is unable to raise additional capital, the Company will likely be forced to curtail desired development activities, which will delay the development of its product candidates. The Company’s products have not been approved by the U.S. Food and Drug Administration (FDA) for commercial sale; therefore, the Company has not generated revenues from commercial therapeutic product sales. The Company has incurred losses and used cash for operating activities. As of September 30, 2014, the Company had an accumulated deficit of $26,406,051. | |
Use of Estimates, Policy | ' |
Use of Estimates | |
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Accordingly, actual results could differ from those estimates. Key estimates include allowances for doubtful accounts receivable, useful lives for property and equipment, valuation allowances for net deferred income tax assets, and valuations for stock-based compensation awards. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. | |
Revenue Recognition and Grants Receivable, Policy | ' |
Revenue Recognition and Grants Receivable | |
The Company periodically applies for research grants, including as a sub-recipient to grants funded by government agencies through research universities. Grant revenues are recognized as associated expenses are incurred and are billed in conjunction with the terms of the grants. The Company records its grants receivable in accordance with the provisions of the grant agreements. The Company’s grants receivable are considered past due when payment has not been received within 30 days of the invoice date, although certain institutions customarily do not pay within these terms. The amounts of the specific reserves are estimated by management based on various assumptions including the age of the individual receivable, as well as changes in payment schedules and histories. Receivable balances are charged off against the allowance for doubtful accounts when management determines the potential for recovery is remote. Recoveries of receivables previously charged off are recorded when payment is received. | |
In June 2014, the Company was notified of a sub-award as part of the fourth and final year of grant funding awarded to The Johns Hopkins University (JHU) from the National Institute of Neurological Disorders and Stroke (NINDS) of the National Institutes of Health. The sub-award for the 2014 grant plan year is $677,864. As of September 30, 2014, $667,456 has been billed of which $165,304 is included in receivables. | |
Stock-Based Compensation, Policy | ' |
Stock-Based Compensation | |
The Company calculates the estimated fair value of its stock options and warrants on the grant date using the Black-Scholes option-pricing model. The Company recognizes stock-based compensation expense as services are provided, which is generally over the vesting period of the individual equity instruments. Expense related to stock options issued in lieu of cash to non-employees for services performed are measured at the fair value of the options on the date they are earned. | |
The volatility assumption used in the Black-Scholes option-pricing model is based on the volatility of publicly traded companies in the same industry segment as the Company. The expected lives of the options and warrants granted represent the periods of time that the options granted are expected to be outstanding. The risk free rates for periods within the contractual lives of the options and warrants are based on the U.S. Treasury securities constant maturity rate that corresponds to the expected terms in effect at the time of grant. Stock-based compensation is included in general and administrative expense in the statements of operations. | |
Net Loss Per Common Share, Policy | ' |
Net Loss Per Common Share | |
Basic net loss per common share (Basic EPS) is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per common share (Diluted EPS) is computed by dividing net loss by the sum of the weighted average number of common shares outstanding and the potentially dilutive common share equivalents then outstanding. Common share equivalents consist of shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock. | |
Due to the fact that for all periods presented the Company has incurred net losses, common share equivalents as of September 30, 2014 and 2013, totaling 25,152,288 and 16,107,458, respectively, are not included in the calculation of Diluted EPS because they are anti-dilutive. Therefore, basic net loss per common share is the same as diluted net loss per common share for the three and nine months ended September 30, 2014 and 2013. | |
Recent Accounting Pronouncements, Policy | ' |
Recent Accounting Pronouncements | |
In May 2014, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 provides for a single, principles-based model for revenue recognition that replaces existing revenue recognition guidance. ASU 2014-09 is effective for annual and interim periods beginning on or after December 15, 2016. It permits the use of either a retrospective or cumulative effect transition method and early adoption is not permitted. The Company has not yet determined the impact this standard will have on its consolidated financial statements and related disclosures. | |
In June 2014, the FASB issued ASU 2014-10, Topic 915, Development Stage Entities, Elimination of Certain Financial Reporting Requirements. ASU 2014-10 removes all incremental financial reporting requirements for development stage entities, including but not limited to, inception-to-date financial information included in the statements of operations, statements of stockholders’ equity and statements of cash flows. The Company elected early adoption of ASU 2014-10 beginning with the reporting period ended June 30, 2014. As a result of the Company’s early adoption, all references to the Company as a development stage entity have been removed. The adoption of this pronouncement has no impact on the Company’s financial position, results of operations or liquidity. | |
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 310-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 provides guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. This amendment is intended to reduce diversity in the timing and content of footnote disclosures. This is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the potential impact of adopting this guidance on its consolidated financial statements. |
Accrued_Compensation_Tables
Accrued Compensation (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Accrued Compensation [Abstract] | ' | ||||||||
Schedule of Accrued Compensation | ' | ||||||||
Accrued compensation consists of the following: | |||||||||
September 30, 2014 | December 31, 2013 | ||||||||
Accrued wages | $ | 565,804 | $ | 278,393 | |||||
Accrued vacation expense | 82,178 | 75,557 | |||||||
Total accrued compensation | $ | 647,982 | $ | 353,950 | |||||
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Derivative Liability [Abstract] | ' | ||||||||||||||||
Schedule of Derivative Liabilities | ' | ||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis as of September 30, 2014 are summarized as follows: | |||||||||||||||||
Fair Value as of September 30, 2014 | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Derivative liabilities | $ | — | $ | — | $ | 130,577 | $ | 130,577 | |||||||||
Schedule of Derivative liability fair value unobservable input reconciliation | ' | ||||||||||||||||
The following table presents the reconciliation of Level 3 liabilities measured at fair value on a recurring basis during the nine months ended September 30, 2014. | |||||||||||||||||
Fair Value | |||||||||||||||||
Measurements | |||||||||||||||||
Using Significant | |||||||||||||||||
Unobservable Inputs | |||||||||||||||||
(Level 3) | |||||||||||||||||
Derivatives | |||||||||||||||||
Beginning balance, December 31, 2013 | $ | — | |||||||||||||||
Derivative liabilities related to down-round provision of common stock and warrants | 166,194 | ||||||||||||||||
Reduction in derivative liabilities | (35,617 | ) | |||||||||||||||
Ending balance, September 30, 2014 | $ | 130,577 | |||||||||||||||
Schedule of Derivative Liabilities, Valuation Assumptions | ' | ||||||||||||||||
The valuation assumptions used in the Monte-Carlo Simulation Model for the nine months ended September 30, 2014 are as follows: | |||||||||||||||||
Threshold barrier | $ | 1 | |||||||||||||||
Average down-round protection value per unit | $ | .1190 - $.1714 | |||||||||||||||
Probability of down-round offer | > 10 | % | |||||||||||||||
Stockholders_Equity_Deficit_Ta
Stockholders' Equity (Deficit) (Tables) | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Stockholders' Equity (Defecit) [Abstract] | ' | ||||||||||||||||||||||
Summary of Outstanding Common Stock Options and Related Activity | ' | ||||||||||||||||||||||
The following summarizes the outstanding common stock options and related activity for the nine months ended September 30, 2014: | |||||||||||||||||||||||
Number of | Weighted | Weighted | |||||||||||||||||||||
Options | Average Exercise | Average | |||||||||||||||||||||
Price Per Share | Remaining Life | ||||||||||||||||||||||
(Years) | |||||||||||||||||||||||
Outstanding as of December 31, 2013 | 3,865,440 | $ | 0.34 | 6.98 | |||||||||||||||||||
Granted | 3,333,921 | 0.7 | 9.47 | ||||||||||||||||||||
Exercised | (100,734 | ) | 0.15 | — | |||||||||||||||||||
Forfeited | — | — | — | ||||||||||||||||||||
Outstanding as of September 30, 2014 | 7,098,627 | 0.51 | 7.34 | ||||||||||||||||||||
Exercisable as of September 30, 2014 | 4,875,229 | 0.41 | 6.49 | ||||||||||||||||||||
Summary of Stock Options Outstanding | ' | ||||||||||||||||||||||
The following summarizes information about stock options outstanding as of September 30, 2014: | |||||||||||||||||||||||
Exercise Price | Numbers of | Weighted | Weighted | Number of | Weighted | ||||||||||||||||||
Options | Average | Average | Options | Average | |||||||||||||||||||
Outstanding | Remaining | Exercise | Exercisable | Exercise | |||||||||||||||||||
Contractual | Price | Price | |||||||||||||||||||||
Life (Years) | |||||||||||||||||||||||
$0.06 - $0.08 | 902,600 | 4.7 | $ | 0.08 | 902,600 | $ | 0.08 | ||||||||||||||||
$0.15 - $0.19 | 1,972,106 | 4.95 | 0.17 | 1,972,106 | 0.17 | ||||||||||||||||||
$0.70 | 3,333,921 | 9.47 | 0.7 | 1,377,190 | 0.7 | ||||||||||||||||||
$1.00 | 890,000 | 7.34 | 1 | 623,333 | 1 | ||||||||||||||||||
7,098,627 | 7.34 | 0.51 | 4,875,229 | ||||||||||||||||||||
Schedule of Stock Option Awards, Valuation Assumptions | ' | ||||||||||||||||||||||
The fair value of each stock-based compensation award granted during the nine months ended September 30, 2014 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: | |||||||||||||||||||||||
Risk-free interest rate | 1.62% - 2.32 | % | |||||||||||||||||||||
Expected stock price volatility | 65.05% - 72.94 | % | |||||||||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||||||||
Expected life of options | 5 - 7 years | ||||||||||||||||||||||
Significant_Accounting_Policie2
Significant Accounting Policies (Narrative) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | |||
Jun. 30, 2014 | Apr. 14, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Significant Accounting Policies [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' |
Deficit accumulated during the development stage | ' | ' | $26,406,051 | ' | ' | $26,406,051 | ' | $23,881,370 |
2014 Financing Transactions | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate equity units issued of one share of common stock and one warrant to purchase one share of common stock (in Financing Units) | ' | 4,420,530 | ' | ' | ' | ' | ' | ' |
Cash proceeds for issuance of equity | 3,500 | 2,012,500 | ' | ' | ' | ' | ' | ' |
Debt conversion, original debt amount | 854,363 | ' | ' | ' | 2,727,030 | ' | ' | ' |
Warrants, exercise price (in Dollars per Share) | ' | $1 | ' | ' | ' | ' | ' | ' |
Floor price of prospective common stock issues below which additional shares must be issued to the investor (in Dollars per Share) | ' | $1 | ' | ' | ' | ' | ' | ' |
Period of expiration of downround provision if earlier than the effectiveness date of a registation statement (in Duration) | ' | '1 year | ' | ' | ' | ' | ' | ' |
Common stock issued (in Shares) | 850,863 | ' | ' | ' | 5,274,893 | ' | ' | ' |
Number of shares purchasable with warrants issued (in Shares) | 1,277,363 | ' | ' | ' | 1,277,363 | ' | ' | ' |
Period of no payment, grant receivable considered as past due (in Duration) | ' | ' | ' | ' | ' | '30 days | ' | ' |
Amount of sub-award for the 2014 grant plan year | ' | ' | ' | ' | ' | 677,864 | ' | ' |
Grant revenues | ' | ' | 167,240 | ' | ' | 667,456 | 12,286 | ' |
Grants receivable, sub-award | ' | ' | $165,304 | ' | ' | $165,304 | ' | ' |
Anti dilutive securities excluded from EPS calculation (in Shares) | ' | ' | ' | ' | ' | 25,152,288 | 16,107,458 | ' |
Accounts_Payable_Narrrative_De
Accounts Payable (Narrrative) (Details) (USD $) | 0 Months Ended | 4 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Accounts Payable [Abstract] | ' | ' |
Value of accounts payable settled through equity issuances | $854,363 | $2,727,030 |
Accrued_Compensation_Schedule_
Accrued Compensation (Schedule of Accrued Compensation) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Accrued Compensation [Abstract] | ' | ' |
Accrued wages | $565,804 | $278,393 |
Accrued vacation expense | 82,178 | 75,557 |
Total accrued compensation | $647,982 | $353,950 |
Notes_Payable_Narrative_Detail
Notes Payable (Narrative) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 2 Months Ended | 4 Months Ended | 9 Months Ended | 14 Months Ended | |
Jun. 30, 2014 | Feb. 28, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | |
Notes Payable [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Note payable, cash proceeds | ' | ' | $250,000 | ' | ' | $250,000 | ' |
Note payable, percentage of face value at issuance (in Percent) | ' | ' | ' | ' | 50.00% | ' | 50.00% |
Note payable, annual interest rate (in Percent) | ' | ' | ' | ' | 8.00% | ' | 8.00% |
Note payable, maturity date (in Date) | ' | ' | ' | ' | 5-Feb-14 | ' | ' |
Face amount of note with extended maturity date | ' | 400,000 | ' | ' | ' | ' | ' |
Note payable, period of extension of maturity date (in Duration) | ' | '180 days | ' | ' | ' | ' | ' |
Note payable, nominal effective interest rate (in Percent) | ' | ' | ' | ' | 156.00% | ' | 156.00% |
Note payable, interest recorded | ' | ' | ' | ' | ' | ' | 281,862 |
Amount of amortization of debt discount | ' | ' | ' | ' | 63,333 | 61,667 | 250,000 |
Debt Conversion [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Debt conversion, original debt amount | 854,363 | ' | ' | 2,727,030 | ' | ' | ' |
Notes payable converted to common stock between March 7 and April 14, 2014 [Member] | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Debt conversion, original debt amount | ' | ' | ' | ' | 104,000 | ' | ' |
Number of shares of common stock in each equity unit issued in debt conversion (in Shares) | ' | ' | ' | ' | 1 | ' | ' |
Number of warrants in each equity unit issued in debt conversion (in Integer) | ' | ' | ' | ' | 1 | ' | ' |
Notes payable converted to common stock on June 20, 2014 [Member] | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Debt conversion, original debt amount | ' | ' | ' | ' | $427,863 | ' | ' |
Number of shares of common stock in each equity unit issued in debt conversion (in Shares) | ' | ' | ' | ' | 1 | ' | ' |
Number of warrants in each equity unit issued in debt conversion (in Integer) | ' | ' | ' | ' | 1 | ' | ' |
Derivative_Liabilities_Narrati
Derivative Liabilities (Narrative) (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Derivative Liability [Abstract] | ' |
Downround provision, stock price floor applicable to future offering of units, below which down round protection is triggered for first tranche investors (in Dollars per Share) | $1 |
Downround provision expiration period from original stock issuance (in Duration) | '1 year |
Derivative liability related to down round provision of common stock units | $130,577 |
Derivative liability valuation assumption, threshold barrier (in Dollars per Unit) | 1 |
Derivative liability valuation assumption, average down-round protection value per unit, minimum (in Dollars per Unit) | 0.119 |
Derivative liability valuation assumption, average down-round protection value per unit, maximum (in Dollars per Unit) | 0.1714 |
Derivative liability valuation assumption, minimum probability of down-round offer (in Percent) | 10.00% |
Derivative_Liabilities_Schedul
Derivative Liabilities (Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Derivative liabilities | $130,577 | $0 |
Fair Value Inputs Level 1 [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Derivative liabilities | 0 | ' |
Fair Value Inputs Level 2 [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Derivative liabilities | 0 | ' |
Fair Value Inputs Level 3 [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Derivative liabilities | $130,577 | $0 |
Derivative_Liabilities_Schedul1
Derivative Liabilities (Schedule of Level 3 Liabilities, Fair Value Reconciliation) (Details) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Beginning balance | ' | $0 |
Change in derivative liabilities | -13,057 | -35,617 |
Ending balance | 130,577 | 130,577 |
Fair Value Inputs Level 3 [Member] | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Beginning balance | ' | 0 |
Derivative liabilities related to down round provision of common stock units | ' | 166,194 |
Change in derivative liabilities | ' | -35,617 |
Ending balance | $130,577 | $130,577 |
Stockholders_Equity_Deficit_Na
Stockholders' Equity (Deficit) (Narrative) (Details) (USD $) | 0 Months Ended | 3 Months Ended | 4 Months Ended | 9 Months Ended | ||||
Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jan. 31, 2014 | Dec. 31, 2013 | |
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued (in Shares) | 850,863 | ' | ' | 5,274,893 | ' | ' | ' | ' |
Price per share of common stock offered, below which, down-round provision will take effect (in Dollars per Share) | ' | ' | ' | $1 | ' | ' | ' | ' |
Period of expiration of the down-round provision if shorter than the effectiveness of a registration statement with the SEC (in Duration) | ' | ' | ' | '1 year | ' | ' | ' | ' |
Stock issued in lieu of cash for services (in Shares) | ' | 25,000 | ' | ' | ' | ' | ' | ' |
Common stock issued in exercise of stock options (in Shares) | ' | 100,734 | ' | ' | 100,734 | ' | ' | ' |
Common stock, shares outstanding (in Shares) | ' | 30,397,460 | ' | ' | 30,397,460 | ' | ' | 24,936,833 |
Stock Options | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares available for future grant (in Shares) | ' | 653,608 | ' | ' | 653,608 | ' | ' | ' |
Outstanding stock options, aggregate intrinsic value | ' | $1,601,845 | ' | ' | $1,601,845 | ' | ' | ' |
Exercisable stock options, aggregate intrinsic value | ' | 55,148 | ' | ' | 55,148 | ' | ' | ' |
Stock-based compensation | ' | 139,050 | 25,439 | ' | 527,307 | 76,316 | ' | ' |
Unrecognized stock-based compensation expense related to non-vested awards | ' | $834,221 | ' | ' | $834,221 | ' | ' | ' |
Unrecognized stock-based compensation expense related to non-vested awards, weighted-average period of recognition (in Duration) | ' | ' | ' | ' | ' | '2 years 6 months 11 days | ' | ' |
Warrants | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issuable on excercise of warrants (in Shares) | ' | 5,697,893 | ' | ' | 5,697,893 | ' | 50,000 | ' |
Number of 2014 Financing Transaction tranches under which warrants were issued | ' | ' | ' | ' | ' | 3 | ' | ' |
Downround protection provision share price floor (in Dollars per Unit) | ' | ' | ' | ' | ' | $1 | ' | ' |
Warrants, outstanding (in Shares) | ' | 18,053,661 | ' | ' | 18,053,661 | ' | ' | ' |
Exercise price of warrants (in Dollars per Unit) | ' | 1 | ' | ' | 1 | ' | ' | ' |
Weighted average exercise price of warrants (in Dollars per Unit) | ' | 1.28 | ' | ' | 1.28 | ' | ' | ' |
Weighted average remaining term of warrants | ' | ' | ' | ' | ' | '3 years 8 months 15 days | ' | ' |
Minimum [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants (in Dollars per Unit) | ' | 0.046 | ' | ' | 0.046 | ' | ' | ' |
Warrants outstanding, range of outstanding terms (in Duration) | ' | ' | ' | ' | '2 years | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants (in Dollars per Unit) | ' | 2.75 | ' | ' | 2.75 | ' | ' | ' |
Warrants outstanding, range of outstanding terms (in Duration) | ' | ' | ' | ' | '7 years | ' | ' | ' |
Stockholders_Equity_Deficit_Su
Stockholders' Equity (Deficit) (Summary of Outstanding Common Stock Options and Related Activity) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ' | ' | ' |
Number of Options Outstanding, beginning balance (in Shares) | ' | 3,865,440 | ' |
Number of Options, Granted (in Shares) | ' | 3,333,921 | ' |
Number of Options, Exercised (in Shares) | -100,734 | -100,734 | ' |
Number of Options, Forfeited (in Shares) | ' | ' | ' |
Number of Options Outstanding, ending balance (in Shares) | 7,098,627 | 7,098,627 | 3,865,440 |
Number of Options, Exercisable, ending balance (in Shares) | 4,875,229 | 4,875,229 | ' |
Weighted Average Exercise Price Per Share, Outstanding, beginning balance (in Dollars per Share) | ' | $0.34 | ' |
Weighted Average Exercise Price Per Share, Granted (in Dollars per Share) | ' | $0.70 | ' |
Weighted Average Exercise Price Per Share, Exercised (in Dollars per Share) | ' | $0.15 | ' |
Weighted Average Exercise Price Per Share, Forfeited (in Dollars per Share) | ' | ' | ' |
Weighted Average Exercise Price Per Share, Outstanding, ending balance (in Dollars per Share) | $0.51 | $0.51 | $0.34 |
Weighted Average Exercise Price Per Share, Exercisable, ending balance (in Dollars per Share) | $0.41 | $0.41 | ' |
Weighted Average Remaining Life, options outstanding (Years) (in Duration) | ' | '7 years 4 months 2 days | '6 years 11 months 23 days |
Weighted Average Remaining Life, options granted (Years) (in Duration) | ' | '9 years 5 months 19 days | ' |
Weighted Average Remaining Life, options exercisable (Years) (in Duration) | ' | '6 years 5 months 27 days | ' |
Stockholders_Equity_Deficit_Su1
Stockholders' Equity (Deficit) (Summary of Stock Options Outstanding) (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ' | ' |
Number of Options Outstanding (in Shares) | 7,098,627 | 3,865,440 |
Number of Options Exercisable (in Shares) | 4,875,229 | ' |
Weighted Average Exercise Price (in Dollars per Share) | $0.51 | $0.34 |
Weighted Average Remaining Life, options outstanding (Years) (in Duration) | '7 years 4 months 2 days | '6 years 11 months 23 days |
Weighted Average Exercise Price, Exercisable (in Dollars per Share) | $0.41 | ' |
$0.06 - $0.08 [Member] | ' | ' |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ' | ' |
Number of Options Outstanding, exercise price range (in Shares) | 902,600 | ' |
Weighted Average Remaining Contractual Life (Years) (in Duration) | '4 years 8 months 12 days | ' |
Weighted Average Price Exercise, exercise price range, stock options outstanding (in Dollars per Share) | $0.08 | ' |
Number of Options Exercisable, exercise price range (in Shares) | 902,600 | ' |
Weighted Average Price Exercise, exercise price range, options exercisable (in Dollars per Share) | $0.08 | ' |
$0.15 - $0.19 [Member] | ' | ' |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ' | ' |
Number of Options Outstanding, exercise price range (in Shares) | 1,972,106 | ' |
Weighted Average Remaining Contractual Life (Years) (in Duration) | '4 years 11 months 12 days | ' |
Weighted Average Price Exercise, exercise price range, stock options outstanding (in Dollars per Share) | $0.17 | ' |
Number of Options Exercisable, exercise price range (in Shares) | 1,972,106 | ' |
Weighted Average Price Exercise, exercise price range, options exercisable (in Dollars per Share) | $0.17 | ' |
Exercise Price $0.70 [Member] | ' | ' |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ' | ' |
Number of Options Outstanding, exercise price range (in Shares) | 3,333,921 | ' |
Weighted Average Remaining Contractual Life (Years) (in Duration) | '9 years 5 months 19 days | ' |
Weighted Average Price Exercise, exercise price range, stock options outstanding (in Dollars per Share) | $0.70 | ' |
Number of Options Exercisable, exercise price range (in Shares) | 1,377,190 | ' |
Weighted Average Price Exercise, exercise price range, options exercisable (in Dollars per Share) | $0.70 | ' |
Exercise Price $1.00 [Member] | ' | ' |
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ' | ' |
Number of Options Outstanding, exercise price range (in Shares) | 890,000 | ' |
Weighted Average Remaining Contractual Life (Years) (in Duration) | '7 years 4 months 2 days | ' |
Weighted Average Price Exercise, exercise price range, stock options outstanding (in Dollars per Share) | $1 | ' |
Number of Options Exercisable, exercise price range (in Shares) | 623,333 | ' |
Weighted Average Price Exercise, exercise price range, options exercisable (in Dollars per Share) | $1 | ' |
Stockholders_Equity_Deficit_St
Stockholders' Equity (Deficit) (Stock-Based Compensation Award Valuation Assumptions) (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Stockholders' Equity (Defecit) [Abstract] | ' |
Risk-free interest rate, minimum (in Percent) | 1.62% |
Risk-free interest rate, maximum (in Percent) | 2.32% |
Expected stock price volatility, minimum (in Percent) | 65.05% |
Expected stock price volatility, maximum (in Percent) | 72.94% |
Expected dividend yield (in Percent) | 0.00% |
Expected life of options, minimum (in Duration) | '5 years |
Expected life of options, maximum (in Duration) | '7 years |
Commitments_Narrative_Details
Commitments (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2014 | |
Supplier Agreements [Member] | ' |
Long Term Purchase Commitment [Line Items] | ' |
Amount of study costs permitted to be paid in equity under amended letter of understanding | 500,000 |
Note payable interest rate applicable through July 31, 2015, for note payable created through conversion of any outstanding balance under purchase commitment upon conclusion of supplier's final project report (in Percent) | 8.00% |
Note payable interest rate applicable after July 31, 2015 through March 31, 2016, for note payable created through conversion of any outstanding balance under purchase commitment upon conclusion of supplier's final project report (in Percent) | 10.00% |
Advisory Agreements [Member] | ' |
Long Term Purchase Commitment [Line Items] | ' |
Shares issuable quarterly to consulting firm in lieu of cash for services rendered (in Shares) | 25,000 |
Shares issued io date to consulting firm in lieu of cash for services rendered (in Shares) | 75,000 |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (Supplier Agreements [Member]) | 1 Months Ended |
Oct. 31, 2014 | |
Supplier Agreements [Member] | ' |
Subsequent Event [Line Items] | ' |
Subsequent event, number of common shares issued (in Shares) | 25,000 |