Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 13-May-14 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'AtheroNova Inc. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 4,736,918 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001377053 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash | $1,143,189 | $266,210 |
Other Current Assets | 62,141 | 22,438 |
Total Current Assets | 1,205,330 | 288,648 |
Equipment, net | 6,462 | 7,405 |
Deposits and other assets | 12,777 | 12,777 |
Total Assets | 1,224,569 | 308,830 |
Current Liabilities: | ' | ' |
Accounts payable and accrued expenses | 816,920 | 811,404 |
Interest payable | 86,706 | 76,462 |
Derivative liabilities | 4,832,917 | ' |
Current portion of 2.5% Senior secured convertible note, net of discount of $10,660 as of March 31,2014 and $37,377 as of December 31, 2013 | 416,840 | 390,123 |
Total Current Liabilities | 6,153,383 | 1,277,989 |
Senior secured convertible notes | 2,660,167 | 1,170,333 |
Discount on convertible notes | -2,287,899 | -807,200 |
Senior secured convertible notes, net of discount | 372,268 | 363,133 |
Research and development costs payable in common stock | ' | 1,170,712 |
Stockholders’ Deficit: | ' | ' |
Common stock $0.0001 par value, 100,000,000 shares authorized, 4,313,786 and 4,158,402 outstanding at March 31, 2014 and December 31, 2013, respectively | 431 | 416 |
Additional paid in capital | 20,708,857 | 19,526,374 |
Common stock issuable | 2,152,735 | ' |
Deficit accumulated during the development stage | -28,163,105 | -22,029,794 |
Total stockholders’ deficit | -5,301,082 | -2,503,004 |
Total Liabilities and Stockholders’ Deficit | $1,224,569 | $308,830 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current portion of 2.5% Senior secured convertible note, discount (in Dollars) | $10,660 | $37,377 |
Senior secured convertible note | 2.50% | 2.50% |
Preferred stock par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock shares authorized | 10,000,000 | 10,000,000 |
Preferred stock outstanding | 0 | 0 |
Common stock par value (in Dollars per share) | $0.00 | $0.00 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock shares outstanding | 4,313,786 | 4,158,402 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 88 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Operating expenses: | ' | ' | ' |
Research and development | $567,153 | $434,759 | $4,456,774 |
Research and development-related party | 982,023 | ' | 3,351,032 |
General and administrative expenses | 514,505 | 1,067,977 | 10,062,448 |
Impairment charge-intellectual property | ' | ' | 572,868 |
Total operating expenses | 2,063,681 | 1,502,736 | 18,443,122 |
Loss from operations | -2,063,681 | -1,502,736 | -18,443,122 |
Other income (expenses): | ' | ' | ' |
Other income | 326 | 1,396 | 9,165 |
Merger-related expenses | ' | ' | -323,294 |
Cancellation of related-party debt | ' | ' | 100,000 |
Interest expense | -482,410 | -121,195 | -2,963,588 |
Private Placement Costs | -3,340,030 | ' | -5,488,337 |
Cost to induce conversion of 12% notes | ' | ' | -866,083 |
Gain on extinguishment of derivative liability | ' | ' | 909,368 |
Change in fair value of derivative liabilities | -245,351 | ' | -1,084,920 |
Total other income (expense) | -4,067,465 | -119,799 | -9,707,689 |
Net loss before income taxes | -6,131,146 | -1,622,535 | -28,150,811 |
Provision for income taxes | 2,165 | 1,365 | 12,294 |
Net loss | ($6,133,311) | ($1,623,900) | ($28,163,105) |
Loss per share – basic and diluted (in Dollars per share) | ($1.46) | ($0.43) | ' |
Weighted average shares outstanding – basic and diluted (in Shares) | 4,212,375 | 3,798,337 | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited) (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Issuable [Member] | Retained Earnings [Member] | Total |
Balance – December 31, 2013 at Dec. 31, 2013 | $416 | $19,526,374 | ' | ($22,029,794) | ($2,503,004) |
Balance – December 31, 2013 (in Shares) at Dec. 31, 2013 | 4,158,402 | ' | ' | ' | 4,158,402 |
Fair value of common stock issued for services | 1 | 23,394 | ' | ' | 23,395 |
Fair value of common stock issued for services (in Shares) | 6,535 | ' | ' | ' | ' |
Fair value of vested options and warrants | ' | 157,939 | ' | ' | 157,939 |
Fair value of modified warrants to induce purchase of 6% Secured convertible notes | ' | 564,849 | ' | ' | 564,849 |
Fair value of common stock issuable for research and development services-related party | ' | ' | 2,152,735 | ' | 2,152,735 |
Fair value of common stock issued upon conversion of notes payable and accrued interest | 14 | 436,301 | ' | ' | 436,315 |
Fair value of common stock issued upon conversion of notes payable and accrued interest (in Shares) | 148,849 | ' | ' | ' | ' |
Net loss | ' | ' | ' | -6,133,311 | -6,133,311 |
Balance – March 31, 2014 at Mar. 31, 2014 | $431 | $20,708,857 | $2,152,735 | ($28,163,105) | ($5,301,082) |
Balance – March 31, 2014 (in Shares) at Mar. 31, 2014 | 4,313,786 | ' | ' | ' | 4,313,786 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | 88 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Operating Activities: | ' | ' | ' |
Net loss | ($6,133,311) | ($1,623,900) | ($28,163,105) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Loss on settlement of payables and accrued interest | 4,654 | ' | 110,367 |
Amortization of debt discounts | 452,518 | 110,177 | 2,719,460 |
Depreciation | 943 | 1,191 | 12,617 |
Fair value of vested options and warrants | 157,939 | 260,359 | 3,607,874 |
Fair value of common stock issued for services | 23,395 | ' | 1,740,792 |
Fair value of warrant modifications | 564,849 | ' | 564,849 |
Research and development costs payable in common stock | 982,023 | ' | 2,152,735 |
Fair value of shares transferred or sold to employees, directors and vendors by controlling stockholder | ' | 481,400 | 604,450 |
Impairment charge-intellectual property | ' | ' | 572,867 |
Cost of private placement | 2,681,066 | ' | 4,829,373 |
Cost to induce conversion of 12% notes | ' | ' | 866,083 |
Gain on conversion of debt | ' | ' | -909,368 |
Change in fair value of derivative liabilities | 245,351 | ' | 1,084,920 |
Cancellation of debt | ' | ' | -100,000 |
Changes in operating assets and liabilities: | ' | ' | ' |
Other current assets | -39,703 | 6,202 | -74,918 |
Accounts payable and accrued expenses | 30,755 | -47,122 | 1,118,316 |
Net cash used in operating activities | -1,029,521 | -811,693 | -9,262,688 |
Investing Activities | ' | ' | ' |
Purchase of equipment | ' | ' | -19,079 |
Investment in intellectual property | ' | ' | -372,867 |
Cash received from reverse merger | ' | ' | 1,281 |
Net cash used in investing activities | ' | ' | -390,665 |
Financing Activities | ' | ' | ' |
Proceeds from issuance of common stock | ' | 150,047 | 5,366,503 |
Proceeds from 12% convertible notes-net | ' | ' | 645,200 |
Repayment of convertible notes-short-term | ' | ' | -15,000 |
Net cash provided by financing activities | 1,906,500 | 150,047 | 10,796,542 |
Net change in cash | 876,979 | -661,646 | 1,143,189 |
Cash - beginning balance | 266,210 | 2,744,046 | ' |
Cash - ending balance | 1,143,189 | 2,082,400 | 1,143,189 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Cash paid for interest | ' | ' | 32,666 |
Cash paid for income taxes | 2,165 | 1,365 | 12,294 |
Supplemental disclosure of non-cash investing and financing transactions: | ' | ' | ' |
Stockholder notes issued in exchange for intellectual property | ' | ' | 200,000 |
Conversion of convertible notes payable and accrued interest to common stock | 436,315 | ' | 2,626,931 |
Derivative liability created on issuance of convertible notes and warrants | 4,587,566 | ' | 6,087,566 |
Reclass of accounts payable to related party notes | ' | ' | 100,000 |
Fair value of warrants and beneficial conversion feature associated with issued convertible notes | ' | ' | 1,556,720 |
Common stock issued to settle accounts payable | ' | ' | 106,030 |
Fair value of derivative liability extinguished upon modification of the 2.5% convertible notes | ' | ' | 3,472,549 |
Reclass of Research and development Costs payable in common stock to Common stock Issuable | 1,170,172 | ' | 1,170,172 |
6% Secured Convertible Notes [Member] | ' | ' | ' |
Financing Activities | ' | ' | ' |
Proceeds from sale of secured convertible notes, net | 1,906,500 | ' | 1,906,500 |
2.5% Senior Convertible Note [Member] | ' | ' | ' |
Financing Activities | ' | ' | ' |
Proceeds from sale of secured convertible notes, net | ' | ' | $2,893,339 |
Disclosure
Disclosure | 3 Months Ended |
Mar. 31, 2014 | |
Disclosure Text Block [Abstract] | ' |
Basis of Accounting [Text Block] | ' |
The accompanying unaudited condensed consolidated financial statements of AtheroNova Inc. and subsidiary (“AtheroNova,” “we,” “us, “our” and “our Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, the unaudited condensed consolidated financial statements do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2014 or for any other interim period. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements as of and for the year ended December 31, 2013, which are included in the Company’s Report on Form 10-K for such year filed on February 27, 2014. The condensed consolidated balance sheet as of December 31, 2013 has been derived from the audited financial statements included in the Form 10-K for that year. |
Note_1_Organization
Note 1 - Organization | 3 Months Ended |
Mar. 31, 2014 | |
Disclosure Text Block [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
1. ORGANIZATION | |
Z&Z Medical Holdings, Inc. (“Z&Z Nevada”) was incorporated under the laws of the State of Nevada on December 13, 2006 (Inception). On November 30, 2009, a separate corporation named Z&Z Medical Holdings, Inc. (“Z&Z Delaware”) was incorporated under the laws of the State of Delaware and on March 3, 2010 Z&Z Nevada was merged into Z&Z Delaware. On May 13, 2010, pursuant to an Agreement and Plan of Merger dated March 26, 2010 and our subsidiary, Z&Z Merger Corporation, merged with and into Z&Z Delaware and the surviving subsidiary corporation changed its name to AtheroNova Operations, Inc. (“AtheroNova Operations”). | |
As a result of the merger AtheroNova is now engaged, through AtheroNova Operations, in development of pharmaceutical preparations and pharmaceutical intellectual property. The Company will continue to be a development stage company for the foreseeable future. | |
These condensed consolidated financial statements reflect the historical results of AtheroNova Operations prior to the merger and that of the combined company following the merger, and do not include the historical financial results of AtheroNova prior to the completion of the merger. Common stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the merger and subsequent 1-for-200 reverse stock split effected on June 23, 2010. | |
On April 22, 2014, the Company effected a 1-for-10 reverse stock split. As a result, all share and per share amounts have been retroactively restated as of the beginning of the earliest period presented to effect the reverse stock split. |
Note_2_Basis_of_Presentation_a
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Significant Accounting Policies [Text Block] | ' | ||||||||||||||||
2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
The summary of significant accounting policies presented below is designed to assist in understanding the Company’s condensed consolidated financial statements. Such financial statements and accompanying notes are the representation of the Company’s management, who is responsible for their integrity and objectivity. | |||||||||||||||||
Use of Estimates | |||||||||||||||||
In preparing these condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in the Company’s condensed consolidated financial statements relate to the valuation of long-lived assets, accrued other liabilities, and valuation assumptions related to share based payments and derivative liability. | |||||||||||||||||
Going Concern | |||||||||||||||||
The accompanying condensed consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the development stage and has not generated any revenues from operations to date, and does not expect to do so in the foreseeable future. The Company has incurred operating losses and negative operating cash flows since inception and has financed its working capital requirements through recurring sales of its convertible notes and equity securities. As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $6,133,311 and negative cash flow from operations of $1,029,521 for the period ended March 31, 2014 and stockholders’ deficit of $5,301,082 at March 31, 2014. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. As a result, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2013 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. | |||||||||||||||||
Management is currently in the process of exploring equity placements of securities by the Company to accredited investors, funds and institutional investors. The Company received $1,906,500 through the sale of its 6% Secured Convertible Notes as of February 2014. Management believes that current funds plus the recently concluded financing activities will be sufficient to fund operations through June 2014. Significant additional capital will be needed to advance the Company’s research and development and clinical trials as well as providing general working capital. There can be no assurances that sufficient subsequent funding, if any at all, will be raised by this or future offerings or that the cost of such funding will be reasonable. | |||||||||||||||||
In light of the foregoing, management will continue to seek funding through short-term and long-term loans, grants and other such funds available from private and public sources established to further research in health care and advancement of science. Additionally, the Company has filed a form S-1 for a possible sale of equity to generate sufficient funds to continue operations for the next 15 to 18 months. Management continues to meet with representatives of private and public sources of funding to continue the ongoing process of capital development sufficient enough to cover negative cash flows expected in future periods and will continue to do so in the coming months. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation. | |||||||||||||||||
Accounting for Share based Research and Development Costs | |||||||||||||||||
Under its research and development (R&D) agreements, the Company is obligated to issue shares of common stock if milestones are met by the R&D vendor. It is the Company’s policy to recognize expense for these shares when it is estimated that there is a high probability of meeting the milestone. The Company accrues the share based expense based upon the estimated percentage of completion of the milestone. The shares are valued at the market price at the end of the period and revalued at each period until issued. At March 31, 2014, there was no accrual recorded since there was no milestone deemed achievable at that time. | |||||||||||||||||
Reclassifications | |||||||||||||||||
The condensed consolidated financial statements include a reclassification of consulting fees in prior periods to properly compare to current period presentation. Such reclassification did not change the reported net loss during that period. | |||||||||||||||||
In presenting the Company’s statement of operations for the three-month period ended March 31, 2013, the Company reclassified consulting fees of $111,835 that were previously reflected as operating expenses to research and development expenses. | |||||||||||||||||
Earnings and Loss per Share | |||||||||||||||||
The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., warrants and options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. | |||||||||||||||||
Income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted (loss) per common share is the same for periods in which the company reported an operating loss because all warrants and stock options outstanding are anti-dilutive. | |||||||||||||||||
There were no adjustments to net loss required for purposes of computing diluted earnings per share. | |||||||||||||||||
Warrants, options and other potentially dilutive securities that are antidilutive have been excluded from the dilutive calculations when their exercise or conversion price exceeds the average stock market price during the period or the effect would be anti-dilutive when applied to a net loss during the period(s) presented. The following table sets forth the shares excluded from the diluted calculation for the three month periods presented as follows: | |||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Senior secured Convertible notes | 1,236,212 | 607,873 | |||||||||||||||
Warrants | 1,306,294 | 835,544 | |||||||||||||||
Employee and director stock options | 556,450 | 563,450 | |||||||||||||||
Total potentially dilutive shares | 3,098,956 | 2,006,867 | |||||||||||||||
Such securities could potentially dilute earnings per share in the future. | |||||||||||||||||
Derivative financial instruments | |||||||||||||||||
The Company evaluates all of its 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 value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a probability based weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |||||||||||||||||
The Company has derivative liabilities in 2014 relating to purchase price adjustments on convertible notes and warrants issued in February 2014. Accordingly, the Company has calculated the value of the derivative liabilities as of the date of issuance of the notes and warrants and has revalued them as of the period ending March 31, 2014. | |||||||||||||||||
Fair value of financial instruments | |||||||||||||||||
Effective January 1, 2008, fair value measurements are determined by the Company’s adoption of authoritative guidance issued by the Financial Accounting Standards Board (FASB), with the exception of the application of the statement to non-recurring, non-financial assets and liabilities as permitted. The adoption of the authoritative guidance did not have a material impact on the Company’s fair value measurements. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: | |||||||||||||||||
Level 1—Quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly. | |||||||||||||||||
Level 3—Unobservable inputs based on the Company’s assumptions. | |||||||||||||||||
The Company is required to use observable market data if such data is available without undue cost and effort. | |||||||||||||||||
The following table presents certain liabilities of the Company measured and recorded at fair value on the Company’s condensed consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2014. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair value of Derivative Liability | $ | -- | $ | 4,832,917 | $ | -- | $ | 4,832,917 | |||||||||
There was no corresponding derivative liability as of December 31, 2013. | |||||||||||||||||
At March 31, 2014 and December 31, 2013, the fair values of cash and cash equivalents, and accounts payable approximate their carrying values. | |||||||||||||||||
Recently Issued Accounting Standards | |||||||||||||||||
In April 2014, the FASB issued Accounting Standards Update (ASU) 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360)." ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition. | |||||||||||||||||
On February 26, 2014, the FASB Board affirmed changes in a November 2013 Exposure Draft, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, and directed the staff to draft a final Accounting Standards Update for vote by the Board. This is intended to reduce the cost and complexity in financial reporting by eliminating inception-to-date information from the financial statements of development stage entities. | |||||||||||||||||
Other recent accounting pronouncements did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Note_3_Senior_Secured_Converti
Note 3 - Senior Secured Convertible Notes Payable | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt Disclosure [Text Block] | ' | ||||||||
3. SENIOR SECURED CONVERTIBLE NOTES PAYABLE | |||||||||
Convertible notes payable consist of the following as of March 31, 2014 and December 31, 2013: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
a. 2010 2.5% Convertible Notes | $ | 427,500 | $ | 427,500 | |||||
b. 2012 2.5% Convertible Notes | 753,667 | 1,170,333 | |||||||
c. 2014 6% Convertible Notes | 1,906,500 | -- | |||||||
3,087,667 | 1,597,833 | ||||||||
Less Valuation Discount | (2,298,559 | ) | (844,577 | ) | |||||
789,108 | 753,256 | ||||||||
Less Current Portion | (416,840 | ) | (390,123 | ) | |||||
Convertible Notes Payable, net | $ | 372,268 | $ | 363,133 | |||||
a. | 2010 2.5% Convertible Notes | ||||||||
On May 13, 2010, we entered into a Securities Purchase Agreement with W-Net Fund I, L.P. (“W-Net”), Europa International, Inc. (“Europa”) and MKM Opportunity Master Fund, Ltd. (“MKM” and together with W-Net and Europa, the “Purchasers”), pursuant to which the Purchasers, on May 13, 2010, purchased from us (i) 2.5% Senior Secured Convertible Notes (the “Original Notes”) for a cash purchase price of $1,500,000, and (ii) Common Stock Purchase Warrants pursuant to which the Purchasers may purchase up to 190,880 shares of our common stock at an exercise price equal to approximately $2.90 per share, as amended, (the “Capital Raise Transaction”). We entered into the First Amendment and Exchange Agreement on July 6, 2011 under which the Original Notes were exchanged for the Amended and Restated 2.5% Senior Secured convertible Notes. On June 15, 2012, we entered into the Second Amendment and exchange Agreement under which the Amended Notes were exchanged for the Second Amended and Restated 2.5% Senior Secured Convertible Notes (the “Second Amended Notes”). | |||||||||
The Second Amended Notes accrued 2.5% interest per annum with a maturity of 4 years after the closing of the Capital Raise Transaction. No cash interest payments were required, except that accrued and unconverted interest is due on the maturity date and on each conversion date with respect to the principal amount being converted, provided that such interest may be added to and included with the principal amount being converted. If there is an uncured event of default (as defined in the Original Notes), the holder of each Original Note may declare the entire principal and accrued interest amount immediately due and payable. Default interest will accrue after an event of default at an annual rate of 12%. If there is an acceleration, a mandatory default amount equal to 120% of the unpaid Original Note principal plus accrued interest may be payable. | |||||||||
The Second Amended Notes greatly restrict the ability of our company and AtheroNova Operations to issue indebtedness or grant liens on our or its respective assets without the Original Note holders’ consent. They also limit and impose financial costs on our acquisition by any third party. | |||||||||
On May 13, 2010, we also entered into a Security Agreement and an Intellectual Property Security Agreement with the Purchasers and AtheroNova Operations, pursuant to which all of our obligations under the Second Amended Notes are secured by first priority security interests in all of our assets and the assets of AtheroNova Operations, including intellectual property. Upon an event of default under the Second Amended Notes or such agreements, the Second Amended Note holders may be entitled to foreclose on any of such assets or exercise other rights available to a secured creditor under California and Delaware law. In addition, under a Subsidiary Guarantee, AtheroNova Operations will guarantee all of our obligations under the Original Notes. As of December 31, 2013, the outstanding balance of the notes amounted to $427,500, unpaid interest of $31,453 and unamortized note discount of $37,375. | |||||||||
During the period ended March 31, 2014, the Company recognized interest expense of $2,671 for the 2.5% interest rate of the Second Amended Notes and $26,718 to amortize the note discount. The aggregate balance of the Original Notes outstanding, unpaid interest and unamortized note discount as of March 31, 2014 amounted to $427,500, $42,199 and $10,660, respectively. The Second Amended Notes were due on May 12, 2014. The Company has amended the Second Amended Note to extend the maturity date of it until September 12, 2014. All other terms and conditions remain unchanged. | |||||||||
b. | 2012 2.5% Convertible Notes | ||||||||
On July 23, 2012 the Purchasers notified us of their intention of putting the additional $1,500,000 in notes substantially in the form of the Second Amended Notes (the “2012 Notes”) in 3 tranches. The first $500,000 was put to us and we issued 2012 Notes on September 4, 2012. These 2012 Notes mature on September 3, 2016. The second tranche of $498,333 was put to us and we issued 2012 Notes on October 1, 2012. The final tranche of $500,000 was put to us and we issued 2012 Notes on October 31, 2012 for an aggregate issuance of $1,498,333. The 2012 Notes are convertible into common stock at a per share price of $2.90 per share. As the market price on the date of the issuance of the 2012 Notes ranged between $5.80 and $8.00 per share, the Company recorded a beneficial conversion feature up to the face value of the 2012 Notes in the aggregate of $1,498,333 representing the difference between the market price and the note’s conversion price on the date of issuance. The beneficial conversion feature was recorded as a valuation discount and is being amortized over the term of the 2012 Notes. As of December 31, 2013, the outstanding balance on the 2012 Notes amounted to $1,170,333 and unamortized discount $807,202. | |||||||||
During the period ended March 31, 2014, principal in the amount of $416,667 was converted at a per share price of $2.90 into 143,678 shares of the Company’s common stock. The Company also issued 4,504 shares of its common stock with a market value of $19,647 to settle $14,994 of accrued interest relating to the converted 2012 Notes. The issuance of these common shares resulted in an additional charge of $4,653 that has been reflected as part of interest expense in the accompanying statement of operations. Furthermore, the company also recorded interest expense of $270,439 to expense the corresponding unamortized note discount of the converted notes. | |||||||||
During the period ended March 31, 2014, the Company recognized interest expense of $6,997 and $96,971 to amortize the note discount. The aggregate balance of the 2012 Notes outstanding, unpaid interest and unamortized note discount as of March 31, 2014 amounted to $753,667, 28,937 and $466,509 respectively. | |||||||||
Total 2.5% convertible notes purchased and held by Europa were $1,094,167 at both March 31, 2014 and December 31, 2013. Europa is an entity controlled by Knoll Capital Management of which Mr. Knoll, one of our directors, is the managing director. | |||||||||
c. | 2014 6% Convertible Notes | ||||||||
In January and February 2014, we entered into Securities Purchase Agreements with approximately 31 accredited investors (the “Purchasers”), pursuant to which the Purchasers, on February 12, 2014, purchased from us (i) 6% Senior Secured Convertible Notes (the “6% Notes”) for a cash purchase price of $1,906,500, and (ii) Common Stock Purchase Warrants pursuant to which the Purchasers may purchase up to 414,457 shares of our common stock at an exercise price equal to approximately $2.30 per share (the “6% Notes Placement”). In connection with this note placement, we paid fees and commissions of $70,720 and issued 6,535 shares of common stock, with a fair value of $23,395. The 6% Notes have a three year term and are convertible into common stock at any time at the lesser of i) $2.30 per share and ii) seventy percent of the average of the three lowest daily volume-weighted average prices (“VWAPs”) occurring during the 20 consecutive trading days immediately preceding the applicable conversion date. The associated warrants are exercisable at $2.30 per share. The warrants may be exercised on a cashless basis under which a portion of the shares subject to exercise are not issued in payment of the purchase price, based on the then fair market value of the shares. | |||||||||
Additionally, several of the individuals or entities who participated in this offering were also existing holders of warrants to purchase 542,246 shares of common stock. As an incentive for their participation, the expiration dates of these warrants were extended to ten years from the date of each respective warrant’s original issuance while all other remaining provisions stayed the same. At the date of modification, the difference in the fair value of these warrants before and after the modification amounted to $564,849 using the Black-Scholes Merton valuation and was included as a cost of the private placement in the accompanying statement of operations. Furthermore, in August 2013, the Company agreed to issue similar warrants to participants of a private placement sale of our common stock held at that time. As a result, we issued warrants to purchase an additional 40,000 shares of our common stock with the same terms and conditions as the warrants issued in the note placement. These warrants included an anti-dilution provision that allows for the automatic reset of the conversion or exercise price upon any future sale of common stock instruments at or below the current conversion or exercise price, and, as such, were accounted for as derivative liability. Upon their issuance, the fair value of these warrants was determined to be $143,997 using a probability based weighted average Black-Scholes Merton valuation and was recorded as a derivative liability upon issuance and included in the cost of the private placement in the accompanying statement of operations (see below for further discussion of Derivative Liability). | |||||||||
The 6% Notes accrue 6% interest per annum and do not require cash interest payments, except that accrued and unconverted interest is due on the maturity date and on each conversion date with respect to the principal amount being converted, provided that such interest may be added to and included with the principal amount being converted. If there is an uncured event of default (as defined in the 6% Notes), the holder of each 6% Note may declare the entire principal and accrued interest amount immediately due and payable. Default interest will accrue after an event of default at an annual rate of 12%. If there is an acceleration, a mandatory default amount equal to 120% of the unpaid 6% Note principal plus accrued interest may be payable. | |||||||||
On February 12, 2014, we also entered into a Security Agreement and an Intellectual Property Security Agreement with the Purchasers and AtheroNova Operations, pursuant to which all of our obligations under the 6% Notes are secured by security interests in all of our assets and the assets of AtheroNova Operations, including intellectual property on a pari passu basis with the 2.5% Senior Secured Convertible Notes outstanding. Upon an event of default under the 6% Notes or such agreements, the 6% Note holders may be entitled to foreclose on any of such assets or exercise other rights available to a secured creditor under California and Delaware law. In addition, under a Subsidiary Guarantee, AtheroNova Operations will guarantee all of our obligations under the 6% Notes. | |||||||||
The 6% Notes and associated warrants include an anti-dilution provision that allows for the automatic reset of the conversion or exercise price upon any future sale of common stock instruments at or below the current conversion or exercise price, as applicable. We considered the current Financial Accounting Standards Board guidance of “Determining Whether an Instrument Indexed to an Entity’s Own Stock” which indicates that any adjustment to the fixed amount (either conversion price or number of shares) of the instrument regardless of the probability or whether or not in the issuers’ control, means the instrument is not indexed to the issuers own stock. Accordingly, we determined that the conversion price of the 6% Notes and the strike price of the associated warrants contain conversion or exercise prices, as applicable, that may fluctuate based on the occurrence of future offerings or events, and, as such, are not fixed amounts. As a result, we determined that the conversion features of the 6% Notes and the associated warrants are not considered indexed to our own stock and characterized the fair value of the 6% Notes and the associated warrants as derivative liabilities upon issuance. The value of the derivative liability at the date of issuance of $4,443,569 that was in excess of the 6% convertible notes payable with a face amount of $1,906,500 was $2,537,069, and such amount was recognized as of the issuance date of February 12, 2014 in our statements of operations as a cost of the private placement (see below for further discussion of Derivative Liability). | |||||||||
As a result of this offering, the Company recognized private placement costs in the aggregate of $3,340,030 to account for the following (i) commission and fees paid of $70,720; (ii) issuance of 6,535 shares of common stock to a placement agent with a fair value of $23,395; (iii) fair value of warrants modified of $564,849; (iv) fair value of warrants issued of $143,997; and (v) fair value of the note’s conversion feature and warrants accounted as derivative liability of $2,537,069. | |||||||||
Total 6% Notes purchased and held by Europa were $300,000 at both March 31, 2014 and February 12, 2014. Europa is an entity controlled by Knoll Capital Management of which Mr. Knoll, one of our directors, is the managing director. |
Note_4_Derivative_Liability
Note 4 - Derivative Liability | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' | ||||||||
4. DERIVATIVE LIABILITY | |||||||||
In April 2008, the FASB issued a pronouncement which provides guidance on determining what types of instruments or embedded features in an instrument held by a reporting entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception in the pronouncement on accounting for derivatives. This pronouncement was effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of these requirements can affect the accounting for warrants and many convertible instruments with provisions that protect holders from a decline in the stock price (or “down-round” provisions). For example, warrants with such provisions will no longer be recorded in equity. Down-round provisions reduce the exercise price of a warrant or convertible instrument if a company either issues equity shares for a price that is lower than the exercise price of those instruments or issues new warrants or convertible instruments that have a lower exercise price. | |||||||||
We evaluated whether the 6% Notes and related warrants to acquire stock of the Company contain provisions that protect holders from declines in the stock price or otherwise could result in modification of the exercise price under the respective convertible debt and warrant agreements. We determined that the 6% Notes and related warrants issued to the Purchasers in February 2014 and the additional 40,000 warrants issued to the August 2013 Investors concurrent with the issuance of the 6% Notes and related warrants, contained such provisions and were recorded as derivative liability. Derivative liabilities were valued using a probability based weighted-average Black-Scholes-Merton valuation with the following assumptions: | |||||||||
March 31, | February 12, | ||||||||
2014 | 2014 (Issuance) | ||||||||
(Unaudited) | (Unaudited) | ||||||||
Conversion feature : | |||||||||
Risk-free interest rate | 0.9 | % | 0.74 | % | |||||
Expected volatility | 201% | 211 | % | ||||||
Expected life (in years) | 2.83 | 3 | |||||||
Expected dividend yield | 0 | % | 0 | % | |||||
Warrants : | |||||||||
Risk-free interest rate | 2.73 | % | 2.8 | % | |||||
Expected volatility | 201% | 211 | % | ||||||
Expected weighted average life (in years) | 9.83 | 10 | |||||||
Expected dividend yield | 0 | % | 0 | % | |||||
Fair Value : | |||||||||
Conversion feature | $ | 3,106,945 | $ | 2,951,785 | |||||
Warrants | 1,725,972 | 1,635,781 | |||||||
$ | 4,832,917 | $ | 4,587,566 | ||||||
The risk-free interest rate was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock based upon the expected term of the instrument, and the expected life of the instrument is determined by the expiration date of the instrument. The expected dividend yield was based on the fact that the Company has not paid dividends to common stockholders in the past and does not expect to pay dividends to common stockholders in the future. | |||||||||
The Company measured the aggregate fair value of the conversion feature and the warrants issued on the date of issuance of February 12, 2014 as $4,587,566. As of March 31, 2014, the Company has re-measured the remaining derivative liabilities and determined the aggregate fair value to be $4,832,917. The Company recorded the change in fair value of the derivative liabilities of $245,351 in the accompanying statement of operations for the three months ending March 31, 2014. |
Note_5_Stockholders_Equity
Note 5 - Stockholders' Equity | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||||||||||
5. STOCKHOLDERS’ EQUITY | |||||||||||||||||
Common Stock | |||||||||||||||||
On February 12, 2014, in satisfaction of the equity portion of a compensation arrangement with an accredited broker who assisted in the placement of the 6% Notes, we issued 6,535 shares of our common stock, with a fair value of $23,395. This cost was recorded as a cost of the private placement in our statement of operations. | |||||||||||||||||
Stock Options | |||||||||||||||||
The Company has a stockholder-approved stock incentive plan for employees under which it has granted stock options. In May 2010, the Company established the 2010 Stock Incentive Plan (the “2010 Plan”), which provides for the granting of awards to officers, directors, employees and consultants to purchase or acquire up to 7,362,964 shares, as amended, of the Company’s common stock. The awards have a maximum term of 10 years and vest over a period determined by the Company’s Board of Directors and are issued at an exercise price determined by the Board of Directors. Options issued under the 2010 Plan will have an exercise price equal to or greater than the fair market value of a share of the Company’s common stock at the date of grant. The 2010 Plan expires on May 20, 2020 as to any further granting of options. In the three months ended March 31, 2014, a total of 10,000 options to purchase shares of the Company’s common stock were granted under the 2010 Plan. Additionally, options to purchase 22,500 shares of the Company’s common stock originally granted outside of the 2010 Plan were cancelled in accordance with the grant terms. There were options outstanding to purchase a total of 556,450 shares granted under the 2010 Plan as well as outside the 2010 Plan as of March 31, 2014. There were 292,297 shares reserved for future grants under the 2010 Plan as of March 31, 2014. | |||||||||||||||||
A summary of the status of the Company’s stock options as of March 31, 2014 and changes during the period then ended is presented below: | |||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||
average | Average | Intrinsic Value | |||||||||||||||
exercise | Remaining | ||||||||||||||||
price | Contractual | ||||||||||||||||
Term (years) | |||||||||||||||||
Outstanding at December 31, 2013 | 568,950 | $ | 8.32 | 4.849 | $ | 86,271 | |||||||||||
Granted | 10,000 | 3.8 | 7 | -- | |||||||||||||
Exercised | -- | -- | -- | -- | |||||||||||||
Cancelled | (22,500 | ) | (5.000 | ) | -- | -- | |||||||||||
Outstanding at March 31, 2014 | 556,450 | $ | 8.37 | 4.589 | $ | 86,271 | |||||||||||
Exercisable at March 31, 2014 | 353,543 | $ | 9.13 | 3.923 | $ | 86,271 | |||||||||||
In March 2014, the Company issued options to purchase 10,000 shares of common stock to a consultant to the Company with an estimated fair value of $37,582 using the Black-Scholes-Merton calculation. The options have an exercise price of $3.80 per share, vest over a three month period and expire seven years form the date of grant. During the period ended March 31, 2014, the Company recognized compensation costs of $9,338 as part of general and administrative espense based on the fair value of options that vested. | |||||||||||||||||
During the three months ended March 31, 2014, the Company recognized $148,601 of compensation costs as part of general and administrative expense related to the vesting of options granted in prior periods. As of March 31, 2014, the total compensation cost related to non-vested options awards not yet recognized is $789,170. The weighted average period over which it is expected to be recognized is approximately 2.75 years. | |||||||||||||||||
The following table shows the weighted average assumptions the Company used to develop the fair value estimates for the determination of the compensation charges in the three months ended March 31, 2014 and 2013: | |||||||||||||||||
Three months ended March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Expected volatility | 201 | % | 113 | % | |||||||||||||
Dividend yield | -- | -- | |||||||||||||||
Expected term (in years) | 6.25 | 6.25 | |||||||||||||||
Risk-free interest rate | 2.73 | % | 1.38 | % | |||||||||||||
To compute compensation expense, the Company estimated the fair value of each option award on the date of grant using the Black-Scholes-Merton option pricing model for employees, and calculated the fair value of each option award at the end of the period for non-employees. In the prior periods, the Company based the expected volatility assumption on a volatility index of peer companies as the Company did not have sufficient historical market information to estimate the volatility of its own stock. Starting in April of 2013, the Company determined that its stock price had matured and there was a consistent level of trading activity, as such, the Company used the volatility percentage of its common stock. The expected term of options granted represents the period of time that options are expected to be outstanding. The Company estimated the expected term of stock options by using the simplified method. To determine the risk-free interest rate, the Company utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of the Company’s awards. The Company has not declared a dividend on its common stock since its inception and has no intentions of declaring a dividend in the foreseeable future and therefore used a dividend yield of zero. | |||||||||||||||||
Warrants | |||||||||||||||||
In February 2014, pursuant to the issuance of the 6% Notes, the Company issued warrants to purchase 414,457 shares of common stock. The warrants are exercisable at $2.30/share and will expire in ten years. The Company also issued warrants to purchase 40,000 shares of common stock to purchasers in the August 2013 private placement. The warrants have an exercise price of $2.30 per share, vest immediately and expire 10 years from date of grant. See Note 3 for further discussion. | |||||||||||||||||
A summary of the status of our warrants as of March 31, 2014 and changes during the period then ended is presented below: | |||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||
average | Average | Intrinsic Value | |||||||||||||||
exercise | Remaining | ||||||||||||||||
price | Contractual | ||||||||||||||||
Term (years) | |||||||||||||||||
Outstanding at December 31, 2013 | 853,937 | $ | 3.77 | 2.665 | $ | 783,258 | |||||||||||
Granted | 454,457 | 2.3 | 9.917 | -- | |||||||||||||
Exercised | -- | -- | -- | -- | |||||||||||||
Cancelled | (2,100 | ) | (5.000 | ) | -- | -- | |||||||||||
Outstanding at March 31, 2014 | 1,306,294 | $ | 4.03 | 6.859 | $ | 1,016,206 | |||||||||||
Exercisable at March 31, 2014 | 1,306,294 | $ | 4.88 | 6.859 | $ | 1,016,206 | |||||||||||
Note_6_Committments
Note 6 - Committments | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
6. COMMITTMENTS | |
CardioNova Agreement | |
In October 2011, we entered into two definitive agreements with OOO CardioNova, a wholly-owned subsidiary of Maxwell Biotech Group, a Russian biotech fund, covering our AHRO-001 compound. The agreements cover a territory represented by the Russian Federation, the Ukraine and various countries in central Asia (the “Territory”). | |
Under the licensing agreement OOO CardioNova (“CardioNova”) became an equity investor in our company in exchange for the funding of Phase 1 and 2 human clinical trials conducted by a Clinical Research Organization (“CRO”) located in Russia. A Joint Steering Committee was subsequently established between both entities and determined the final clinical protocols and approved a research budget of $3.8 million. | |
Pursuant to the agreement, common stock equal to specified percentages of the approved research budget of $3.8 million would be issued to CardioNova upon achievement of four milestones in the research plan. Through December 31, 2013, the Company had issued a total of 199,730 of non-refundable shares of common stock representing the first two milestones and 30% of the total budget with a fair value of $1,198,297, or $6.00 per share. Additionally, the Company determined that the achievement of the third milestone was probable and the percentage of achievement at 80% complete, therefore accrued additional research and development expense – related party of $1,170,712 as of December 31, 2013. There has been no work performed with respect to the fourth and last milestone to this date. | |
In the period ending March 31, 2014, the third milestone was achieved and, as such, the Company determined it will issue a total of 422,105 shares of common stock with a fair value of $2,152,735. In December 31, 2013, the Company recorded $1,170,712 of these costs, as such, during the period ending March 31, 2014, the remaining $983,023 was recorded to research and development expense - related party. As of March 31, 2014, no measurable progress has been achieved on the final milestone tranche to date and no estimated expense has been recorded for the current period. | |
If CardioNova successfully develops and commercializes AHRO-001 in the Territory, we will be entitled to receive a quarterly royalty, based on net sales during the period using an escalating scale. The royalty agreement shall remain in force for the period in which intellectual property rights for AHRO-001 are in full force and effect in the Territory. | |
Under the Securities Purchase Agreement, CardioNova purchased a total of 27,526 shares of our common stock for a cash purchase price of $9.70 per share. This transaction took place in two installments. The first installment, which took place in December 2011, was for the issuance of 15,464 shares upon receipt of $150,000 as specified in the License Agreement. The second installment of 12,062 shares was issued in June 2013 upon the receipt of the final $117,000 due upon shipment of clinical product used in the initial Phase 1 trial, which occurred in June 2013. | |
Research Agreements | |
We have a research agreement signed in September 2012, and amended in April 2013 and again in September 2013, with a major university in Southern California to conduct contract research in additional compounds covered under our issued patents. This agreement calls for payment of all research costs relating to the study of dosage and efficacy of bile salts on the atherosclerotic plaque in a non-human model. The total potential cost of the project is $236,323, to be paid in four installments over the length of the study. The process is ongoing and to date, the entire $236,323 has been expensed in prior periods. As of March 31, 2014, $81,662 is still outstanding pending issuance of final research reports and is reported as part of Accounts Payable in the accompanying balance sheet. | |
The studies authorized in February 2014, with expected cost of approximately $540,800, have completed the planning stage and commenced in April 2014. The process is ongoing and to date, $172,180 has been expensed to Research and development costs on the accompanying statement of operations for the three month period ended March 31, 2014. The remaining $368,620 will be recorded in future periods once service has been rendered. | |
Formulation Development Agreement | |
We have a development agreement entered into in February 2014 with a Pennsylvania-based Clinical Research Organization (“CRO”) specializing in formulation and manufacturing of clinical research grade pharmaceutical products. The agreement calls for the CRO to use our Active Pharmaceutical Ingredient to manufacture clinical trial pharmaceutical products for use in the next clinical trial conducted in Russia. The total expected cost of the project is $220,650, as amended, to be paid in progress installments over the length of the manufacturing and packaging process. The process is ongoing and to date, $92,594 has been recorded as part of Research and development costs on the accompanying statement of operations for the three-month period ending March 31, 2014. The remaining $128,056 will be recorded in future periods once service has been rendered. |
Note_7_Related_Party_Transacti
Note 7 - Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
7. RELATED PARTY TRANSACTIONS | |
Accounts payable includes $40,208 and $50,841 as of March 31, 2014 and December 31, 2013, respectively, that are payable to officers and directors of the Company. |
Note_8_Subsequent_Events
Note 8 - Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
8. SUBSEQUENT EVENTS | |
On April 22, 2014, the Company effected a 1-for-10 reverse stock split. As a result, all share and per share amounts have been retroactively restated as of the beginning of the earliest period presented to effect the reverse stock split. | |
On May 7, 2014, the Compensation Committee of the Company’s Board of Directors approved one year contracts for the Company’s Chief Executive and Chief Financial Officers effective as of April 28, 2014. | |
On May 9, 2014, the Company and the holder of the 2.5% Senior secured Convertible Note issued on May 13, 2010 signed an agreement extending the expiration date of the note from May 12, 2014 to September 12, 2014. All other terms and conditions remain unchanged. | |
On May 13, 2014, the Company issued 422,105 shares of its common stock to CardioNova reflected as Common stock issuable as of March 31, 2014 for completion of the third tranche clinical trial benchmark. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||||||||||||||
Use of Estimates | |||||||||||||||||
In preparing these condensed consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in the Company’s condensed consolidated financial statements relate to the valuation of long-lived assets, accrued other liabilities, and valuation assumptions related to share based payments and derivative liability. | |||||||||||||||||
Liquidity Disclosure [Policy Text Block] | ' | ||||||||||||||||
Going Concern | |||||||||||||||||
The accompanying condensed consolidated financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the development stage and has not generated any revenues from operations to date, and does not expect to do so in the foreseeable future. The Company has incurred operating losses and negative operating cash flows since inception and has financed its working capital requirements through recurring sales of its convertible notes and equity securities. As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $6,133,311 and negative cash flow from operations of $1,029,521 for the period ended March 31, 2014 and stockholders’ deficit of $5,301,082 at March 31, 2014. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. As a result, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2013 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. | |||||||||||||||||
Management is currently in the process of exploring equity placements of securities by the Company to accredited investors, funds and institutional investors. The Company received $1,906,500 through the sale of its 6% Secured Convertible Notes as of February 2014. Management believes that current funds plus the recently concluded financing activities will be sufficient to fund operations through June 2014. Significant additional capital will be needed to advance the Company’s research and development and clinical trials as well as providing general working capital. There can be no assurances that sufficient subsequent funding, if any at all, will be raised by this or future offerings or that the cost of such funding will be reasonable. | |||||||||||||||||
In light of the foregoing, management will continue to seek funding through short-term and long-term loans, grants and other such funds available from private and public sources established to further research in health care and advancement of science. Additionally, the Company has filed a form S-1 for a possible sale of equity to generate sufficient funds to continue operations for the next 15 to 18 months. Management continues to meet with representatives of private and public sources of funding to continue the ongoing process of capital development sufficient enough to cover negative cash flows expected in future periods and will continue to do so in the coming months. | |||||||||||||||||
Consolidation, Policy [Policy Text Block] | ' | ||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation. | |||||||||||||||||
Research and Development Expense, Policy [Policy Text Block] | ' | ||||||||||||||||
Accounting for Share based Research and Development Costs | |||||||||||||||||
Under its research and development (R&D) agreements, the Company is obligated to issue shares of common stock if milestones are met by the R&D vendor. It is the Company’s policy to recognize expense for these shares when it is estimated that there is a high probability of meeting the milestone. The Company accrues the share based expense based upon the estimated percentage of completion of the milestone. The shares are valued at the market price at the end of the period and revalued at each period until issued. At March 31, 2014, there was no accrual recorded since there was no milestone deemed achievable at that time. | |||||||||||||||||
Reclassifications [Text Block] | ' | ||||||||||||||||
Reclassifications | |||||||||||||||||
The condensed consolidated financial statements include a reclassification of consulting fees in prior periods to properly compare to current period presentation. Such reclassification did not change the reported net loss during that period. | |||||||||||||||||
In presenting the Company’s statement of operations for the three-month period ended March 31, 2013, the Company reclassified consulting fees of $111,835 that were previously reflected as operating expenses to research and development expenses. | |||||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||||||||||||
Earnings and Loss per Share | |||||||||||||||||
The Company’s computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., warrants and options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. | |||||||||||||||||
Income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted (loss) per common share is the same for periods in which the company reported an operating loss because all warrants and stock options outstanding are anti-dilutive. | |||||||||||||||||
There were no adjustments to net loss required for purposes of computing diluted earnings per share. | |||||||||||||||||
Warrants, options and other potentially dilutive securities that are antidilutive have been excluded from the dilutive calculations when their exercise or conversion price exceeds the average stock market price during the period or the effect would be anti-dilutive when applied to a net loss during the period(s) presented. The following table sets forth the shares excluded from the diluted calculation for the three month periods presented as follows: | |||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Senior secured Convertible notes | 1,236,212 | 607,873 | |||||||||||||||
Warrants | 1,306,294 | 835,544 | |||||||||||||||
Employee and director stock options | 556,450 | 563,450 | |||||||||||||||
Total potentially dilutive shares | 3,098,956 | 2,006,867 | |||||||||||||||
Such securities could potentially dilute earnings per share in the future | |||||||||||||||||
Derivatives, Policy [Policy Text Block] | ' | ||||||||||||||||
Derivative financial instruments | |||||||||||||||||
The Company evaluates all of its 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 value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a probability based weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. | |||||||||||||||||
The Company has derivative liabilities in 2014 relating to purchase price adjustments on convertible notes and warrants issued in February 2014. Accordingly, the Company has calculated the value of the derivative liabilities as of the date of issuance of the notes and warrants and has revalued them as of the period ending March 31, 2014. | |||||||||||||||||
Fair Value Measurement, Policy [Policy Text Block] | ' | ||||||||||||||||
Fair value of financial instruments | |||||||||||||||||
Effective January 1, 2008, fair value measurements are determined by the Company’s adoption of authoritative guidance issued by the Financial Accounting Standards Board (FASB), with the exception of the application of the statement to non-recurring, non-financial assets and liabilities as permitted. The adoption of the authoritative guidance did not have a material impact on the Company’s fair value measurements. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows: | |||||||||||||||||
Level 1—Quoted prices in active markets for identical assets or liabilities. | |||||||||||||||||
Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly. | |||||||||||||||||
Level 3—Unobservable inputs based on the Company’s assumptions. | |||||||||||||||||
The Company is required to use observable market data if such data is available without undue cost and effort. | |||||||||||||||||
The following table presents certain liabilities of the Company measured and recorded at fair value on the Company’s condensed consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2014. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair value of Derivative Liability | $ | -- | $ | 4,832,917 | $ | -- | $ | 4,832,917 | |||||||||
There was no corresponding derivative liability as of December 31, 2013. | |||||||||||||||||
At March 31, 2014 and December 31, 2013, the fair values of cash and cash equivalents, and accounts payable approximate their carrying values. | |||||||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||||||||||||
Recently Issued Accounting Standards | |||||||||||||||||
In April 2014, the FASB issued Accounting Standards Update (ASU) 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360)." ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition. | |||||||||||||||||
On February 26, 2014, the FASB Board affirmed changes in a November 2013 Exposure Draft, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, and directed the staff to draft a final Accounting Standards Update for vote by the Board. This is intended to reduce the cost and complexity in financial reporting by eliminating inception-to-date information from the financial statements of development stage entities. | |||||||||||||||||
Other recent accounting pronouncements did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Note_2_Basis_of_Presentation_a1
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Senior secured Convertible notes | 1,236,212 | 607,873 | |||||||||||||||
Warrants | 1,306,294 | 835,544 | |||||||||||||||
Employee and director stock options | 556,450 | 563,450 | |||||||||||||||
Total potentially dilutive shares | 3,098,956 | 2,006,867 | |||||||||||||||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | ' | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair value of Derivative Liability | $ | -- | $ | 4,832,917 | $ | -- | $ | 4,832,917 |
Note_3_Senior_Secured_Converti1
Note 3 - Senior Secured Convertible Notes Payable (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Debt [Table Text Block] | ' | ||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
a. 2010 2.5% Convertible Notes | $ | 427,500 | $ | 427,500 | |||||
b. 2012 2.5% Convertible Notes | 753,667 | 1,170,333 | |||||||
c. 2014 6% Convertible Notes | 1,906,500 | -- | |||||||
3,087,667 | 1,597,833 | ||||||||
Less Valuation Discount | (2,298,559 | ) | (844,577 | ) | |||||
789,108 | 753,256 | ||||||||
Less Current Portion | (416,840 | ) | (390,123 | ) | |||||
Convertible Notes Payable, net | $ | 372,268 | $ | 363,133 |
Note_4_Derivative_Liability_Ta
Note 4 - Derivative Liability (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||
Schedule of Derivative Instruments [Table Text Block] | ' | ||||||||
March 31, | February 12, | ||||||||
2014 | 2014 (Issuance) | ||||||||
(Unaudited) | (Unaudited) | ||||||||
Conversion feature : | |||||||||
Risk-free interest rate | 0.9 | % | 0.74 | % | |||||
Expected volatility | 201% | 211 | % | ||||||
Expected life (in years) | 2.83 | 3 | |||||||
Expected dividend yield | 0 | % | 0 | % | |||||
Warrants : | |||||||||
Risk-free interest rate | 2.73 | % | 2.8 | % | |||||
Expected volatility | 201% | 211 | % | ||||||
Expected weighted average life (in years) | 9.83 | 10 | |||||||
Expected dividend yield | 0 | % | 0 | % | |||||
Fair Value : | |||||||||
Conversion feature | $ | 3,106,945 | $ | 2,951,785 | |||||
Warrants | 1,725,972 | 1,635,781 | |||||||
$ | 4,832,917 | $ | 4,587,566 |
Note_5_Stockholders_Equity_Tab
Note 5 - Stockholders' Equity (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||
average | Average | Intrinsic Value | |||||||||||||||
exercise | Remaining | ||||||||||||||||
price | Contractual | ||||||||||||||||
Term (years) | |||||||||||||||||
Outstanding at December 31, 2013 | 568,950 | $ | 8.32 | 4.849 | $ | 86,271 | |||||||||||
Granted | 10,000 | 3.8 | 7 | -- | |||||||||||||
Exercised | -- | -- | -- | -- | |||||||||||||
Cancelled | (22,500 | ) | (5.000 | ) | -- | -- | |||||||||||
Outstanding at March 31, 2014 | 556,450 | $ | 8.37 | 4.589 | $ | 86,271 | |||||||||||
Exercisable at March 31, 2014 | 353,543 | $ | 9.13 | 3.923 | $ | 86,271 | |||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||||
Three months ended March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Expected volatility | 201 | % | 113 | % | |||||||||||||
Dividend yield | -- | -- | |||||||||||||||
Expected term (in years) | 6.25 | 6.25 | |||||||||||||||
Risk-free interest rate | 2.73 | % | 1.38 | % | |||||||||||||
Schedule of Share-based Compensation, Activity [Table Text Block] | ' | ||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||
average | Average | Intrinsic Value | |||||||||||||||
exercise | Remaining | ||||||||||||||||
price | Contractual | ||||||||||||||||
Term (years) | |||||||||||||||||
Outstanding at December 31, 2013 | 853,937 | $ | 3.77 | 2.665 | $ | 783,258 | |||||||||||
Granted | 454,457 | 2.3 | 9.917 | -- | |||||||||||||
Exercised | -- | -- | -- | -- | |||||||||||||
Cancelled | (2,100 | ) | (5.000 | ) | -- | -- | |||||||||||
Outstanding at March 31, 2014 | 1,306,294 | $ | 4.03 | 6.859 | $ | 1,016,206 | |||||||||||
Exercisable at March 31, 2014 | 1,306,294 | $ | 4.88 | 6.859 | $ | 1,016,206 |
Note_1_Organization_Details
Note 1 - Organization (Details) | 1 Months Ended | |
Jun. 23, 2010 | Apr. 22, 2014 | |
Subsequent Event [Member] | ||
Note 1 - Organization (Details) [Line Items] | ' | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 200 | 10 |
Note_2_Basis_of_Presentation_a2
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 88 Months Ended | 3 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Feb. 12, 2014 | |
Reclassification of Consulting Fees to R&D Expenses [Member] | 6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | |||||
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Attributable to Parent | ($6,133,311) | ($1,623,900) | ($28,163,105) | ' | ' | ' | ' |
Net Cash Provided by (Used in) Operating Activities | -1,029,521 | -811,693 | -9,262,688 | ' | ' | ' | ' |
Stockholders' Equity Attributable to Parent | -5,301,082 | ' | -5,301,082 | -2,503,004 | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | 1,906,500 | 1,906,500 |
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | ' | 2.50% | 2.50% | ' | 6.00% | 6.00% |
Prior Period Reclassification Adjustment | ' | ' | ' | ' | $111,835 | ' | ' |
Note_2_Basis_of_Presentation_a3
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) - Antidilutive Securities Excluded From The Dilutive Calculations | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Dilutive Calculations | 3,098,956 | 2,006,867 |
Convertible Debt Securities [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Dilutive Calculations | 1,236,212 | 607,873 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Dilutive Calculations | 1,306,294 | 835,544 |
Equity Option [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Dilutive Calculations | 556,450 | 563,450 |
Note_2_Basis_of_Presentation_a4
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) - Fair Value of Derivative Liability (USD $) | Mar. 31, 2014 | Feb. 12, 2014 |
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) - Fair Value of Derivative Liability [Line Items] | ' | ' |
Fair value of Derivative Liability | $4,832,917 | $4,587,566 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) - Fair Value of Derivative Liability [Line Items] | ' | ' |
Fair value of Derivative Liability | $4,832,917 | ' |
Note_3_Senior_Secured_Converti2
Note 3 - Senior Secured Convertible Notes Payable (Details) (USD $) | 1 Months Ended | 3 Months Ended | 88 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | |||||||||||||||||||||||
Feb. 12, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2012 | Oct. 31, 2012 | Oct. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 31, 2014 | 13-May-10 | Feb. 12, 2014 | Aug. 31, 2013 | Feb. 12, 2014 | Feb. 12, 2014 | Feb. 12, 2014 | Feb. 12, 2014 | Mar. 31, 2014 | Feb. 12, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | 13-May-10 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2012 | Jul. 23, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | Feb. 12, 2014 | Feb. 12, 2014 | Mar. 31, 2014 | |
Tranche 1 [Member] | Tranche 2 [Member] | Tranche 3 [Member] | Market Price On Date of Issuance [Member] | Market Price On Date of Issuance [Member] | Issuance Of Common Shares For Debt Conversion [Member] | Warrants Issued In Conjunction With Issuance Of 2010 Convertible Notes [Member] | Several Participants who Participated in the 2014 Offering [Member] | Private Placements [Member] | Common Stock [Member] | Warrants Modified [Member] | Warrant [Member] | Conversion Feature [Member] | Europa International Inc. [Member] | Europa International Inc. [Member] | Europa International Inc. [Member] | Europa International Inc. [Member] | Common Stock Issued To Settle Principal [Member] | Issued to Settle Accured Interest [Member] | 2.5% Senior Secured Convertible Notes ("Original Notes") [Member] | 2.5% Senior Secured Convertible Notes ("Original Notes") [Member] | 2.5% Senior Secured Convertible Notes (the "Second Amended Notes") [Member] | 2010 Convertible Notes [Member] | 2010 Convertible Notes [Member] | Second Amended Notes Without Warrants [Member] | Second Amended Notes Without Warrants [Member] | Second Amended Notes Without Warrants [Member] | Second Amended Notes Without Warrants [Member] | 2012 Convertible Notes [Member] | 2012 Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | ||||||
Second Amended Notes Without Warrants [Member] | Second Amended Notes Without Warrants [Member] | Second Amended Notes Without Warrants [Member] | Minimum [Member] | Maximum [Member] | Second Amended Notes Without Warrants [Member] | 6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | Second Amended Notes Without Warrants [Member] | Second Amended Notes Without Warrants [Member] | ||||||||||||||||||||||||||||
Second Amended Notes Without Warrants [Member] | Second Amended Notes Without Warrants [Member] | |||||||||||||||||||||||||||||||||||||
Note 3 - Senior Secured Convertible Notes Payable (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | 2.50% | ' | 2.50% | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 6.00% | 6.00% |
Proceeds from Issuance of Senior Long-term Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,906,500 | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 190,880 | 542,246 | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 414,457 | 414,457 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.90 | ' | $2.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.30 | $2.30 | ' |
Debt Instrument, Term | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate in Event of Default, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% |
Debt Instrument Percentage Of Unpaid Note Principal Plus Accrued Interest Owed Upon Default | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120.00% |
' | 3,087,667 | ' | 3,087,667 | 1,597,833 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 427,500 | 427,500 | ' | ' | ' | ' | 753,667 | 1,170,333 | ' | ' | ' | |
Interest Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,199 | 31,453 | ' | ' | ' | ' | 28,937 | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | 2,298,559 | ' | 2,298,559 | 844,577 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,660 | 37,375 | ' | ' | ' | ' | 466,509 | 807,202 | ' | ' | ' |
Interest Expense, Debt | ' | 482,410 | 121,195 | 2,963,588 | ' | ' | ' | ' | ' | ' | 4,653 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,994 | 270,439 | ' | ' | ' | 2,671 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Debt Discount (Premium) | ' | 452,518 | 110,177 | 2,719,460 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,718 | ' | 6,997 | 96,971 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 427,500 | ' | ' | ' | ' | 1,500,000 | 753,667 | 1,170,333 | 1,906,500 | 1,906,500 | 1,906,500 |
Proceeds from Issuance of Debt | ' | ' | ' | ' | ' | 500,000 | 498,333 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,498,333 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.90 | ' | ' | ' | ' | ' | ' | ' | ' | $2.90 | ' | ' | ' | $2.30 | $2.30 | ' |
Share Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $5.80 | $8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | 436,315 | ' | 2,626,931 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 416,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 143,678 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Other (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,504 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Interest Payable, Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -19,647 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due to Related Parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | 300,000 | 1,094,167 | 1,094,167 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.90 | ' | $2.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.30 | $2.30 | ' |
Payments for Commissions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,720 | 70,720 | ' |
Stock Issued During Period, Shares, New Issues (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,535 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,535 | ' | ' |
Stock Issued During Period, Value, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,395 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,395 | ' | ' |
Extension of Warrant's Expiration Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
' | 3,340,030 | ' | 5,488,337 | ' | ' | ' | ' | ' | ' | ' | ' | 564,849 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,340,030 | ' | ' | |
Warrants Not Settleable in Cash, Fair Value Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 143,997 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,443,569 | 4,443,569 | ' |
Debt Issuance Cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,537,069 | ' | ' |
Derivative Liability, Fair Value, Gross Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $564,849 | $143,997 | $2,537,069 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_3_Senior_Secured_Converti3
Note 3 - Senior Secured Convertible Notes Payable (Details) - Senior Secured Convertible Notes Payable (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Note 3 - Senior Secured Convertible Notes Payable (Details) - Senior Secured Convertible Notes Payable [Line Items] | ' | ' |
Convertible Notes, gross | $3,087,667 | $1,597,833 |
Less Valuation Discount | -2,298,559 | -844,577 |
789,108 | 753,256 | |
Less Current Portion | -416,840 | -390,123 |
Convertible Notes Payable, net | 372,268 | 363,133 |
2010 Convertible Notes [Member] | ' | ' |
Note 3 - Senior Secured Convertible Notes Payable (Details) - Senior Secured Convertible Notes Payable [Line Items] | ' | ' |
Convertible Notes, gross | 427,500 | 427,500 |
Less Valuation Discount | -10,660 | -37,375 |
2012 Convertible Notes [Member] | ' | ' |
Note 3 - Senior Secured Convertible Notes Payable (Details) - Senior Secured Convertible Notes Payable [Line Items] | ' | ' |
Convertible Notes, gross | 753,667 | 1,170,333 |
Less Valuation Discount | -466,509 | -807,202 |
2014 Convertible Notes [Member] | ' | ' |
Note 3 - Senior Secured Convertible Notes Payable (Details) - Senior Secured Convertible Notes Payable [Line Items] | ' | ' |
Convertible Notes, gross | $1,906,500 | ' |
Note_4_Derivative_Liability_De
Note 4 - Derivative Liability (Details) (USD $) | 3 Months Ended | 88 Months Ended | ||||||
Mar. 31, 2014 | Mar. 31, 2014 | Feb. 12, 2014 | Dec. 31, 2013 | Aug. 31, 2013 | Feb. 12, 2014 | Mar. 31, 2014 | Feb. 12, 2014 | |
Private Placements [Member] | Warrants Issued at the same time as offering that are Variable [Member] | 6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | |||||
6% Secured Convertible Notes [Member] | ||||||||
Note 4 - Derivative Liability (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | 2.50% | ' | 2.50% | ' | ' | 6.00% | 6.00% |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | ' | ' | ' | ' | 40,000 | ' | ' | 414,457 |
Derivative Liability | ' | ' | ' | ' | ' | $4,587,566 | ' | $4,443,569 |
Derivative Liability, Current | 4,832,917 | 4,832,917 | 4,587,566 | ' | ' | ' | 4,832,917 | ' |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | ($245,351) | ($1,084,920) | ' | ' | ' | ' | ' | ' |
Note_4_Derivative_Liability_De1
Note 4 - Derivative Liability (Details) - Derivative Liabilities (USD $) | 0 Months Ended | 2 Months Ended |
Feb. 12, 2014 | Mar. 31, 2014 | |
Derivative [Line Items] | ' | ' |
Derivative Liability Fair Value (in Dollars) | $4,587,566 | $4,832,917 |
Conversion Feature [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Risk-free interest rate | 0.74% | 0.90% |
Expected volatility | 211.00% | 201.00% |
Expected Life | '3 years | '2 years 302 days |
Expected dividend yield | 0.00% | 0.00% |
Derivative Liability Fair Value (in Dollars) | 2,951,785 | 3,106,945 |
Warrant [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Risk-free interest rate | 2.80% | 2.73% |
Expected volatility | 211.00% | 201.00% |
Expected Life | '10 years | '9 years 302 days |
Expected dividend yield | 0.00% | 0.00% |
Derivative Liability Fair Value (in Dollars) | $1,635,781 | $1,725,972 |
Note_5_Stockholders_Equity_Det
Note 5 - Stockholders' Equity (Details) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | 31-May-10 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Aug. 31, 2013 | Feb. 12, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 12, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Private Placements [Member] | Common Stock [Member] | Outside of the 2010 Plan [Member] | Consultant [Member] | 6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | Minimum [Member] | |||
"2010 Plan" [Member] | "2010 Plan" [Member] | "2010 Plan" [Member] | Consultant [Member] | 6% Secured Convertible Notes [Member] | Consultant [Member] | |||||||||
Maximum [Member] | ||||||||||||||
Note 5 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | 6,535 | ' | ' | 6,535 | ' | ' |
Stock Issued During Period, Value, New Issues (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | $23,395 | ' | ' | $23,395 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | 7,362,964 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Option Term | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 10,000 | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,500 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 556,450 | 568,950 | ' | ' | ' | ' | 556,450 | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | ' | 292,297 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Granted, Value, Share-based Compensation, Gross (in Dollars) | ' | ' | ' | ' | ' | 37,582 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $3.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.80 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 months | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' |
Allocated Share-based Compensation Expense (in Dollars) | ' | ' | ' | ' | ' | ' | 148,601 | ' | ' | ' | 9,338 | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | ' | ' | ' | ' | ' | ' | $789,170 | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | ' | ' | ' | ' | '2 years 9 months | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 2.50% | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 6.00% | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' | ' | 414,457 | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Share) | ' | ' | ' | ' | ' | ' | ' | $2.30 | ' | ' | ' | $2.30 | ' | ' |
Term Of Exercise Option On Warrants | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | '10 years | ' | ' |
Note_5_Stockholders_Equity_Det1
Note 5 - Stockholders' Equity (Details) - Summary of Stock Options and Changes During Period (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Summary of Stock Options and Changes During Period [Abstract] | ' | ' |
Shares | 556,450 | 568,950 |
Weighted average exercise price | $8.37 | $8.32 |
Weighted average remaining contractual term | '4 years 214 days | '4 years 309 days |
Aggregate intrinsic value | $86,271 | $86,271 |
Exercisable at March 31, 2014 | 353,543 | ' |
Exercisable at March 31, 2014 | $9.13 | ' |
Exercisable at March 31, 2014 | '3 years 336 days | ' |
Exercisable at March 31, 2014 | $86,271 | ' |
Granted | 10,000 | ' |
Granted | $3.80 | ' |
Granted | '7 years | ' |
Cancelled | -22,500 | ' |
Cancelled | ($5) | ' |
Note_5_Stockholders_Equity_Det2
Note 5 - Stockholders' Equity (Details) - Weighted Average Assumptions | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Weighted Average Assumptions [Abstract] | ' | ' |
Expected volatility | 201.00% | 113.00% |
Expected term (in years) | '6 years 3 months | '6 years 3 months |
Risk-free interest rate | 2.73% | 1.38% |
Note_5_Stockholders_Equity_Det3
Note 5 - Stockholders' Equity (Details) - Summary of Warrant Activity (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Note 5 - Stockholders' Equity (Details) - Summary of Warrant Activity [Line Items] | ' | ' |
Granted | '7 years | ' |
Warrant [Member] | ' | ' |
Note 5 - Stockholders' Equity (Details) - Summary of Warrant Activity [Line Items] | ' | ' |
Shares | 1,306,294 | 853,937 |
Weighted average exercise price (in Dollars per share) | $4.03 | $3.77 |
Weighted average remaining contractual term | '6 years 313 days | '2 years 242 days |
Aggregate intrinsic value (in Dollars) | $1,016,206 | $783,258 |
Exercisable at March 31, 2014 | 1,306,294 | ' |
Exercisable at March 31, 2014 (in Dollars per share) | $4.88 | ' |
Exercisable at March 31, 2014 | '6 years 313 days | ' |
Exercisable at March 31, 2014 (in Dollars) | $1,016,206 | ' |
Granted | 454,457 | ' |
Granted (in Dollars per share) | $2.30 | ' |
Granted | '9 years 334 days | ' |
Exercised | 0 | ' |
Cancelled | -2,100 | ' |
Cancelled (in Dollars per share) | ($5) | ' |
Note_6_Committments_Details
Note 6 - Committments (Details) (USD $) | 3 Months Ended | 88 Months Ended | 26 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 19 Months Ended | 1 Months Ended | 19 Months Ended | 3 Months Ended | |||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Sep. 30, 2012 | Feb. 28, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Dec. 31, 2011 | Jun. 30, 2013 | Dec. 31, 2013 | Oct. 31, 2011 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | |
Funding of Clinical Trials [Member] | Phase 4 [Member] | Phase 5 [Member] | Phase 6 [Member] | Contract Research In Additional Compounds Covered Under Pending Patents [Member] | Contract Research In Additional Compounds Covered Under Pending Patents [Member] | Contract Research In Additional Compounds Covered Under Pending Patents [Member] | Contract Research In Additional Compounds Covered Under Pending Patents [Member] | Contract Research In Additional Compounds Covered Under Pending Patents [Member] | Formulation Development [Member] | First Installment [Member] | Second Installment [Member] | Funding of Clinical Trials [Member] | Joint Steering Committee, Atheronova And CardioNova [Member] | CardioNova [Member] | Pennsylvania-based Clinical Research Organization [Member] | Pennsylvania-based Clinical Research Organization [Member] | ||||
Major University in Southern California [Member] | Expected Cost [Member] | Remaining Cost to be Recorded in Future Periods [Member] | Pennsylvania-based Clinical Research Organization [Member] | CardioNova [Member] | CardioNova [Member] | Funding of Clinical Trials [Member] | Remaining Cost to be Recorded in Future Periods [Member] | |||||||||||||
Note 6 - Committments (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual Obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,800,000 | ' | ' | ' |
Stock Issued During Period, Shares, New Issues (in Shares) | ' | ' | ' | 199,730 | ' | ' | 422,105 | ' | ' | ' | ' | ' | ' | 15,464 | 12,062 | ' | ' | 27,526 | ' | ' |
Percentage of Research Costs Issued in Stock | ' | ' | ' | ' | 30.00% | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | ' | ' | ' | 1,198,297 | ' | ' | 2,152,735 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6 | ' | $9.70 | ' | ' |
982,023 | ' | 3,351,032 | ' | ' | 1,170,712 | 983,023 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Proceeds from Issuance of Common Stock | ' | 150,047 | 5,366,503 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | 117,000 | ' | ' | ' | ' | ' |
Long-term Purchase Commitment, Amount | ' | ' | ' | ' | ' | ' | ' | 236,323 | ' | ' | ' | ' | 220,650 | ' | ' | ' | ' | ' | ' | ' |
Research and Development Expense | 567,153 | 434,759 | 4,456,774 | ' | ' | ' | ' | ' | 540,800 | 368,620 | 172,180 | 236,323 | ' | ' | ' | ' | ' | ' | 128,056 | 92,594 |
Other Commitment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $81,662 | $81,662 | ' | ' | ' | ' | ' | ' | ' | ' |
Note_7_Related_Party_Transacti1
Note 7 - Related Party Transactions (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Related Party Transactions [Abstract] | ' | ' |
Accounts Payable, Related Parties | $40,208 | $50,841 |
Note_8_Subsequent_Events_Detai
Note 8 - Subsequent Events (Details) | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Jun. 23, 2010 | Mar. 31, 2014 | Dec. 31, 2013 | 9-May-14 | 13-May-14 | Apr. 22, 2014 | 13-May-10 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | 2.5% Senior Secured Convertible Notes ("Original Notes") [Member] | ||||
2.5% Senior Secured Convertible Notes ("Original Notes") [Member] | |||||||
Note 8 - Subsequent Events (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 200 | ' | ' | ' | ' | 10 | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | 2.50% | 2.50% | 2.50% | ' | ' | 2.50% |
Stock Issued During Period, Shares, Other (in Shares) | ' | ' | ' | ' | 422,105 | ' | ' |