Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 29, 2014 | |
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 | ' | 4,808,748 |
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 | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Assets | ' | ' |
Cash | $319,779 | $266,210 |
Other current assets | 31,123 | 22,438 |
Total Current Assets | 350,902 | 288,648 |
Equipment, net | 7,510 | 7,405 |
Deposits and other assets | 8,917 | 12,777 |
Total Assets | 367,329 | 308,830 |
Current Liabilities: | ' | ' |
Accounts payable and accrued expenses | 1,412,642 | 811,404 |
Interest payable | 123,086 | 76,462 |
Derivative liabilities | 2,348,484 | ' |
Current portion of 2.5% Senior secured convertible note, net of discount of $0 as of June 30, 2014 and $37,377 as of December 31, 2013 | 427,500 | 390,123 |
Total Current Liabilities | 4,311,712 | 1,277,989 |
Senior secured convertible notes, net of current portion | 2,660,167 | 1,170,333 |
Discount on convertible notes | -2,080,795 | -807,200 |
Senior secured convertible notes, net of discount | 579,372 | 363,133 |
Research and development costs payable in common stock | 155,074 | 1,170,712 |
Stockholders’ Deficiency: | ' | ' |
Preferred stock $0.0001 par value, 10,000,000 shares authorized, none outstanding at June 30, 2014 and December 31, 2013 | 0 | 0 |
Common stock $0.0001 par value, 100,000,000 shares authorized, 4,770,207 and 4,158,402 outstanding at June 30, 2014 and December 31, 2013, respectively | 477 | 416 |
Additional paid in capital | 22,953,135 | 19,526,374 |
Accumulated deficit | -27,632,441 | -22,029,794 |
Total stockholders’ deficiency | -4,678,829 | -2,503,004 |
Total Liabilities and Stockholders’ Deficiency | $367,329 | $308,830 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current portion of 2.5% Senior secured convertible note, discount (in Dollars) | $0 | $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 | 4,770,207 | 4,158,402 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenue, net | $0 | $0 | $0 | $0 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 833,893 | 438,157 | 1,401,046 | 872,916 |
Research and development-related party | 155,074 | 1,198,297 | 1,137,097 | 1,198,297 |
General and administrative expenses | 710,951 | 669,847 | 1,225,456 | 1,737,824 |
Total operating expenses | 1,699,918 | 2,306,301 | 3,763,599 | 3,809,037 |
Loss from operations | -1,699,918 | -2,306,301 | -3,763,599 | -3,809,037 |
Other income (expenses): | ' | ' | ' | ' |
Other income (expense) | 292 | 697 | 618 | 2,093 |
Interest expense | -254,143 | -260,323 | -736,553 | -381,518 |
Private placement costs | ' | ' | -3,340,030 | ' |
Change in fair value of derivative liabilities | 2,484,433 | ' | 2,239,082 | ' |
Net income (loss) before income taxes | 530,664 | -2,565,927 | -5,600,482 | -4,188,462 |
Provision for income taxes | ' | ' | 2,165 | 1,365 |
Net income (loss) | $530,664 | ($2,565,927) | ($5,602,647) | ($4,189,827) |
Basic income (loss) per share (in Dollars per share) | $0.11 | ($0.64) | ($1.26) | ($1.07) |
Diluted income (loss) per share (in Dollars per share) | $0.10 | ($0.64) | ($1.26) | ($1.07) |
Basic weighted average shares outstanding (in Shares) | 4,618,409 | 4,003,358 | 4,415,392 | 3,900,847 |
Diluted weighted average shares outstanding (in Shares) | 5,156,956 | 4,003,358 | 4,415,392 | 3,900,847 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Stockholders’ Deficiency (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Balance | ' | ($2,503,004) |
Balance (in Shares) | ' | 4,158,402 |
Fair value of common stock issued for services | ' | 23,395 |
Net loss | 530,664 | -5,602,647 |
Fair value of vested options and warrants | ' | 249,528 |
Fair value of modified warrants to induce purchase of 6% Secured convertible notes | ' | 564,849 |
Fair value of common stock issued upon conversion of notes payable and accrued interest | ' | 436,315 |
Balance | -4,678,829 | -4,678,829 |
Balance (in Shares) | 4,770,207 | 4,770,207 |
CardioNova [Member] | Common Stock [Member] | ' | ' |
Fair value of common stock issued for services | ' | 42 |
Fair value of common stock issued for services (in Shares) | ' | 422,105 |
CardioNova [Member] | Additional Paid-in Capital [Member] | ' | ' |
Fair value of common stock issued for services | ' | 2,152,693 |
CardioNova [Member] | ' | ' |
Fair value of common stock issued for services | ' | 2,152,735 |
Common Stock [Member] | ' | ' |
Balance | ' | 416 |
Balance (in Shares) | ' | 4,158,402 |
Fair value of common stock issued for services | ' | 1 |
Fair value of common stock issued for services (in Shares) | ' | 6,535 |
Common stock issued for reverse split | ' | 4 |
Common stock issued for reverse split (in Shares) | ' | 34,316 |
Fair value of common stock issued upon conversion of notes payable and accrued interest | ' | 14 |
Fair value of common stock issued upon conversion of notes payable and accrued interest (in Shares) | ' | 148,849 |
Balance | 477 | 477 |
Balance (in Shares) | 4,770,207 | 4,770,207 |
Additional Paid-in Capital [Member] | ' | ' |
Balance | ' | 19,526,374 |
Fair value of common stock issued for services | ' | 23,394 |
Fair value of vested options and warrants | ' | 249,528 |
Fair value of modified warrants to induce purchase of 6% Secured convertible notes | ' | 564,849 |
Common stock issued for reverse split | ' | -4 |
Fair value of common stock issued upon conversion of notes payable and accrued interest | ' | 436,301 |
Balance | 22,953,135 | 22,953,135 |
Retained Earnings [Member] | ' | ' |
Balance | ' | -22,029,794 |
Net loss | ' | -5,602,647 |
Balance | ($27,632,441) | ($27,632,441) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Stockholders’ Deficiency (Unaudited) (Parentheticals) | Jun. 30, 2014 |
Additional Paid-in Capital [Member] | |
6% Secured Convertible Notes [Member] | |
Secured convertible notes | 6.00% |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Operating Activities: | ' | ' |
Net loss | ($5,602,647) | ($4,189,827) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Loss on settlement of payables and accrued interest | 4,654 | 6,980 |
Amortization of debt discount | 670,282 | 357,723 |
Depreciation | 2,036 | 2,298 |
Fair value of vested options and warrants | 249,528 | 533,973 |
Fair value of common stock issued for services | 1,005,418 | 1,198,297 |
Fair value of warrant modifications | 564,849 | ' |
Research and development costs payable in common stock | 155,074 | ' |
Fair value of shares transferred or sold to employees, directors and vendors by controlling stockholder | ' | 481,400 |
Cost of private placement | 2,681,066 | ' |
Change in fair value of derivative liabilities | -2,239,082 | ' |
Changes in operating assets and liabilities: | ' | ' |
Other assets | -4,825 | 4,469 |
Accounts payable and accrued expenses | 662,857 | -230,739 |
Net cash used in operating activities | -1,850,790 | -1,835,426 |
Investing Activities | ' | ' |
Purchase of equipment | -2,141 | -1,920 |
Net cash used in investing activities | -2,141 | -1,920 |
Financing Activities | ' | ' |
Proceeds from issuance of common stock | ' | 267,047 |
Proceeds from sale of 6% senior secured convertible notes-net | 1,906,500 | ' |
Net cash provided by financing activities | 1,906,500 | 267,047 |
Net change in cash | 53,569 | -1,570,299 |
Cash - beginning balance | 266,210 | 2,744,046 |
Cash - ending balance | 319,779 | 1,173,747 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid for income taxes | 2,165 | 1,365 |
Supplemental disclosure of non-cash investing and financing transactions: | ' | ' |
Conversion of convertible notes and accrued interest payable to common stock | 436,315 | 169,765 |
Accrued research and development costs paid in shares of common stock | 1,170,712 | ' |
Derivative liability created on issuance of convertible notes and warrants | $4,587,566 | ' |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Feb. 28, 2014 | Feb. 12, 2014 |
6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | |||
Senior secured convertible notes | 2.50% | 2.50% | 6.00% | 6.00% | 6.00% |
Disclosure
Disclosure | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended | |
Jun. 30, 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. | ||
On April 22, 2014, the Company effected a 1-for-10 reverse stock split through the amendment of its certificate of incorporation. 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 June 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)2014-10 (ASU 2014-10), Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 eliminates the requirement to present inception-to-date information about income statement line items, cash flows, and equity transactions, and clarifies how entities should disclose the risks and uncertainties related to their activities. ASU 2014-10 also eliminates an exception provided to development stage entities in Consolidations (ASC Topic 810) for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The presentation and disclosure requirements in Topic 915 are no longer required for interim and annual reporting periods beginning after December 15, 2014. The revised consolidation standards will take effect in annual periods beginning after December 15, 2015, however, early adoption is permitted. The Company adopted the provisions of ASU 2014-10 for this quarterly report on Form 10-Q for the period ended June 30, 2014. |
Note_2_Basis_of_Presentation_a
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended | ||||||||||||||||
Jun. 30, 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. | |||||||||||||||||
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 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 $5,602,647 and negative cash flow from operations of $1,850,790 for the period ended June 30, 2014 and stockholders’ deficiency of $4,678,829 at June 30, 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 will be sufficient to fund operations through August 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 registration statement on form S-1 for a possible sale of equity to generate sufficient funds to continue operations for the next 12 to 15 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. 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 June 30, 2014, approximately 83,824 shares of common stock were expected to be issued pursuant to the agreement with a fair value of $155,074. Accordingly, a liability was recorded as part of “Research and development costs-payable in stock” in the accompanying balance sheet below long term liabilities as such liability is only payable in shares of common stock. | |||||||||||||||||
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 and six month periods ended June 30, 2013, the Company reclassified consulting fees of $140,076 and $251,911, respectively, 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, determined using the treasury stock method. 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. | |||||||||||||||||
A reconciliation of basic and diluted shares for the three months ended June 30, 2014 and 2013 follows: | |||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Average common shares outstanding-basic | 4,618,409 | 4,003,358 | |||||||||||||||
Effect of dilutive securities- | |||||||||||||||||
Warrants | 516,797 | -- | |||||||||||||||
Employee and director stock options | 21,750 | -- | |||||||||||||||
Average diluted shares | 5,156,956 | 4,003,358 | |||||||||||||||
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 tables set forth the shares excluded from the diluted calculation for the periods presented as follows: | |||||||||||||||||
Three months ended | Three months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Senior secured Convertible notes | 1,236,212 | 550,977 | |||||||||||||||
Warrants | 711,467 | 835,544 | |||||||||||||||
Employee and director stock options | 527,200 | 520,950 | |||||||||||||||
Total potentially dilutive shares | 2,474,879 | 1,907,471 | |||||||||||||||
Six months ended | Six months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Senior secured Convertible notes | 1,236,212 | 550,977 | |||||||||||||||
Warrants | 1,228,264 | 835,544 | |||||||||||||||
Employee and director stock options | 548,950 | 520,950 | |||||||||||||||
Total potentially dilutive shares | 3,013,426 | 1,907,471 | |||||||||||||||
Such securities could potentially dilute earnings per share in the future. | |||||||||||||||||
Derivative FinancialInstruments | |||||||||||||||||
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 relating to conversion 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 June 30, 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 June 30, 2014. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair Value of Derivative Liability | $ | -- | $ | 2,348,484 | $ | -- | $ | 2,348,484 | |||||||||
There was no corresponding derivative liability as of December 31, 2013. | |||||||||||||||||
At June 30, 2014 and December 31, 2013, the fair values of cash and cash equivalents, and accounts payable approximate their carrying values. | |||||||||||||||||
Recently Issued Accounting Standards | |||||||||||||||||
As discussed in Note 1, on June 10, 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 eliminates the requirement to present inception-to-date information about income statement line items, cash flows, and equity transactions, and clarifies how entities should disclose the risks and uncertainties related to their activities. ASU 2014-10 also eliminates an exception provided to development stage entities in Consolidations (ASC Topic 810) for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The presentation and disclosure requirements in Topic 915 are no longer required for interim and annual reporting periods beginning after December 15, 2014. The revised consolidation standards will take effect in annual periods beginning after December 15, 2015, however, early adoption is permitted. The Company adopted the provisions of ASU 2014-10 for this quarterly report on Form 10-Q for the period ended June 30, 2014 | |||||||||||||||||
In April 2014, the FASB issued 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 May 28, 2014, the FASB issued ASU 2014-09 , “Revenue from Contracts with Customers”. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management has not yet determined the effect of adopting ASU 2014-09 on our ongoing financial reporting. | |||||||||||||||||
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 | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt Disclosure [Text Block] | ' | ||||||||
3 | SENIOR SECURED CONVERTIBLE NOTES PAYABLE | ||||||||
Convertible notes payable consist of the following as of June 30, 2014 and December 31, 2013: | |||||||||
June 30, | 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 | (2,080,795 | ) | (844,577 | ) | |||||
1,006,872 | 753,256 | ||||||||
Less Current Portion | (427,500 | ) | (390,123 | ) | |||||
Convertible Notes Payable, net | $ | 579,372 | $ | 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 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 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 note holders may be entitled to foreclose on any of such assets or exercise other rights generally available to a secured creditor under California and Delaware law. In addition, under a Subsidiary Guarantee, AtheroNova Operations guaranteed all of our obligations under the Original Notes. | |||||||||
On July 6, 2011, we entered into the First Amendment and Exchange Agreement under which the Original Notes were exchanged for the Amended and Restated 2.5% Senior Secured Convertible Notes (the “first Amended Notes”). | |||||||||
On June 15, 2012, we entered into the Second Amendment and Exchange Agreement pursuant to which the First 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 four years after the closing of the original Capital Raise Transaction in 2010. 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 the 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. | |||||||||
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. | |||||||||
In May 2014, the Second Amended Notes were amended with the consent of the holder thereof to extend the maturity date from May 12, 2014 to September 12, 2014. All other terms and conditions of the Second Amended Notes remain unchanged. | |||||||||
During the period ended June 30, 2014, the Company recognized interest expense of $5,373 for the 2.5% interest rate and $37,375 to amortize the discount associated with the Second Amended Notes. The aggregate principal balance of the Second Amended Notes outstanding, unpaid interest and unamortized note discount as of June 30, 2014 amounted to $427,500, $44,900 and none, respectively. | |||||||||
b. | 2012 2.5% Convertible Notes | ||||||||
During 2012, the Company issued $1,498,333 of its 2.5% convertible notes (“2012 Notes”) that are due in 2016. 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 June 30, 2014, $416,667 in aggregate principal amount of the 2012 Notes was converted at a per share price of $2.90 into 143,678 shares of the Company’s common stock. The Company also issued 5,171 shares of its common stock with a market value of $19,647 to settle accrued but unpaid interest associated with the converted 2012 Notes of $14,994. The issuance of these shares of common stock resulted in an additional charge of $4,653 that has been reflected as part of interest expense in the accompanying statement of operations. The Company also recorded interest expense of $270,439 to amortize the corresponding note discount of the converted notes. | |||||||||
During the period ended June 30, 2014, the Company recognized interest expense of $11,759 and $117,360 to amortize the note discount. The aggregate balance of the 2012 Notes outstanding, unpaid interest and unamortized note discount as of June 30, 2014 amounted to $753,667, $33,701 and $419,405 respectively. | |||||||||
Total 2.5% convertible notes purchased and held by Europa were $1,094,167 at both June 30, 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 “Investors”), pursuant to which the Investors, 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 Investors 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”). 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. | |||||||||
The 6% Notes accrue 6% interest per annum and do not require periodic 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. | |||||||||
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, and, as such, were accounted for as derivative liability. The value of the derivative liability at the date of issuance was $4,443,569, of which $1,906,500 was reflected as a note discount and the remaining balance of $2,537,069 has been reflected in the statement of operations as part of cost of the private placement (see Note 4 below for further discussion of Derivative Liability). | |||||||||
We also entered into a Security Agreement and an Intellectual Property Security Agreement with the Investors 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 associated agreements, the 6% Note holders may be entitled to foreclose on any of such assets or exercise other rights generally available to a secured creditor under California and Delaware law. In addition, under a Subsidiary Guarantee, AtheroNova Operations guaranteed all of our obligations under the 6% Notes. | |||||||||
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 Note 4 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. | |||||||||
As of June 30, 2014, Europa held $300,000 in aggregate principal amount of the 6% Notes . 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 | 6 Months Ended | |||||||||
Jun. 30, 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 determined that the 6% Notes and related warrants issued to the Investors 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 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. As a result, these instruments were recorded as derivative liability and valued using a probability based weighted-average Black-Scholes-Merton valuation with the following assumptions: | ||||||||||
June 30, | February 12, | |||||||||
2014 | 2014 (Issuance) | |||||||||
(Unaudited) | (Unaudited) | |||||||||
Conversion Feature : | ||||||||||
Risk-free interest rate | 0.88 | % | 0.74 | % | ||||||
Expected volatility | 198% | 211 | % | |||||||
Expected life (in years) | 2.63 | 3 | ||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||
Warrants : | ||||||||||
Risk-free interest rate | 2.53 | % | 2.8 | % | ||||||
Expected volatility | 198% | 211 | % | |||||||
Expected weighted average life (in years) | 9.58 | 10 | ||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||
Fair Value : | ||||||||||
Conversion feature | $ | 1,508,202 | $ | 2,951,785 | ||||||
Warrants | 840,282 | 1,635,781 | ||||||||
$ | 2,348,484 | $ | 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. At June 30, 2014, the aggregate fair value of the derivative liabilities amounted to $2,348,483. As a result, the Company recorded the change in fair value of the derivative liabilities of $2,239,083 in the accompanying statement of operations for the six months ending June 30, 2014. |
Note_5_Stockholders_Equity
Note 5 - Stockholders' Equity | 6 Months Ended | ||||||||||||||||||
Jun. 30, 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. | |||||||||||||||||||
In May 2014, the Company issued 422,105 shares of its common stock valued at $2,152,693 to CardioNova pursuant to the terms of a licensing agreement to which the Company is a party, in connection with a milestone achievement in February 2014 (see Note 6). | |||||||||||||||||||
In April and May 2014, The Company issued a total of 34,316 shares of our common stock to adjust for the round lot treatment for stockholders holding under 500 shares of our common stock as approved by the stockholders in effectuating the 1-for-10 reverse stock split effective as of April 22, 2014. | |||||||||||||||||||
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 six months ended June 30, 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 June 30, 2014. There were 292,297 shares reserved for future grants under the 2010 Plan as of June 30, 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 | |||||||||||||||||
exercise | Remaining | Value | |||||||||||||||||
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 | (30,000 | ) | (5.000 | ) | -- | -- | |||||||||||||
Outstanding at June 30, 2014 | 548,950 | $ | 8.423 | 4.321 | $ | 0 | |||||||||||||
Exercisable at June 30, 2014 | 390,105 | $ | 9.042 | 3.809 | $ | 0 | |||||||||||||
In March 2014, the Company granted options to purchase 10,000 shares of common stock to a consultant to the Company. 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 June 30, 2014, the Company recognized compensation costs of $17,921 based on the fair value of options that vested using the Black-Scholes-Merton calculation and presented as part of general and administrative expense in the accompanying statement of operations. | |||||||||||||||||||
During the six months ended June 30, 2014, the Company recognized $231,607 of compensation costs as part of general and administrative expense related to the vesting of options granted in prior periods. As of June 30, 2014, future compensation cost related to non-vested options is estimated to be approximately $487,000. The weighted average period over which it is expected to be recognized is approximately 2.50 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 and six months ended June 30, 2014 and 2013: | |||||||||||||||||||
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Expected volatility | 198 | % | 218 | % | 198% | - | 201% | 113% | - | 226% | |||||||||
Dividend yield | -- | -- | -- | -- | |||||||||||||||
Expected term (in years) | 6.25 | 6.25 | 6.25 | 6.25 | |||||||||||||||
Risk-free interest rate | 2.73 | % | 2.05 | % | 2.73% | 1.38 | - | 2.05% | |||||||||||
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 | |||||||||||||||||||
A summary of the status of our issued and outstanding warrants as of June 30, 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 | 853,946 | $ | 3.77 | 2.665 | $ | 783,258 | |||||||||||||
Granted | 454,457 | 2.3 | 9.667 | -- | |||||||||||||||
Exercised | -- | -- | -- | -- | |||||||||||||||
Cancelled | (80,139 | ) | (5.973 | ) | -- | -- | |||||||||||||
Outstanding at June 30, 2014 | 1,228,264 | $ | 3.987 | 7.039 | $ | 0 | |||||||||||||
Exercisable at June 30, 2014 | 1,228,264 | $ | 3.987 | 7.039 | $ | 0 | |||||||||||||
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. |
Note_6_Committments
Note 6 - Committments | 6 Months Ended | |
Jun. 30, 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 had been no work performed with respect to the fourth and last milestone through that date. | ||
In February 2014, the third milestone was achieved. Pursuant to the agreement, the Company issued 422,105 shares of common stock to CardioNova with a fair value of $2,152,736. As a result, the Company recorded $982,024 in additional Research and development expense to account for the remaining fair value of the shares issued as $1,170,712 was already accrued in 2013. | ||
As of June 30, 2014, the Company determined that the achievement of the final milestone was probable and the percentage of achievement at 15% complete. Accordingly, the Company accrued additional research and development expense-related party in the accompanying statement of operations of $155,074 and $155,074 for the three and six months ended June 30, 2014, respectively. | ||
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 June 31, 2014, $81,662 is still outstanding pending issuance of final research reports and is reported as part of Accounts payable and accrued expenses in the accompanying balance sheet. | ||
We have additional studies authorized in February and April 2014 for toxicology and other metabolic evaluations with expected aggregate cost of approximately $738,000, that are in various stages of planning or active execution of their protocols. The process is ongoing and to date, $349,785 and $521,965 has been expensed to Research and development costs on the accompanying statement of operations for the three and six month periods ended June 30, 2014, respectively. The remaining $216,035 will be recorded in future periods once service has been rendered. | ||
We also have a research agreement finalized in March 2014 with an Australian hospital/research institution for a metabolic study of AHRO-001 in a standard animal model used in evaluation of plaque regression. The study plan has been completed and a pilot study to measure tolerability is expected to be undertaken in the 3rd quarter of 2014, with the main study to commence after successful completion of the pilot study. The total cost of approximately $187,400 will be recognized as Research and development costs in the Company’s statement of operations in future periods once services have 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, $67,715 and $160,309 has been recorded as part of Research and development costs on the accompanying statement of operations for the three and six month periods ending June 30, 2014, respectively. The remaining $60,341 will be recorded in future periods once service has been rendered. | ||
Bioanalytical AnalysisAgreements | ||
We have analysis agreements for our next clinical trial in Russia entered into in May 2014, as amended, with several analytical laboratories to perform specialized serum analyses for biomarkers of certain gene expressions activated in previous non-human experiments when exposed to our Active Pharmaceutical Ingredient. The expected aggregate cost of these agreements is approximately $339,400 to be paid in installments upon progress completion points as the analyses are performed. The process is ongoing and to date, $96,047 has been recorded as part of Research and development costs on the accompanying statement of operations for both the three and six month periods ended June 30, 2014. The remaining $243,353 will be recorded in future periods once services have been rendered. |
Note_7_Related_Party_Transacti
Note 7 - Related Party Transactions | 6 Months Ended | |
Jun. 30, 2014 | ||
Related Party Transactions [Abstract] | ' | |
Related Party Transactions Disclosure [Text Block] | ' | |
7 | RELATED PARTY TRANSACTIONS | |
Accounts payable includes $65,917 and $50,841 as of June 30, 2014 and December 31, 2013, respectively, that are payable to officers and directors of the Company. | ||
As of June 30, 2014, Europa held $1,094,167 in aggregate principal amount of the 2.5% Notes and $300,000 in aggregate principal of the 6% Notes. Europa is an entity controlled by Knoll Capital Management of which Mr. Knoll, one of our directors, is the managing directors. |
Note_8_Subsequent_Events
Note 8 - Subsequent Events | 6 Months Ended | |
Jun. 30, 2014 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events [Text Block] | ' | |
8 | SUBSEQUENT EVENTS | |
On July 29, 2014, the Company issued 14,453 shares of its common stock upon conversion of $15,000 of principal and $393 of accrued interest thereon of its 6% Notes originally issued on February 12, 2014. | ||
On July 29, 2014, the Company issued 24,088 shares of its common stock upon conversion of $25,000 of principal and $654 of accrued interest thereon of its 6% Notes originally issued on February 12, 2014. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 6 Months Ended | ||||||||||||||||
Jun. 30, 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 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 $5,602,647 and negative cash flow from operations of $1,850,790 for the period ended June 30, 2014 and stockholders’ deficiency of $4,678,829 at June 30, 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 will be sufficient to fund operations through August 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 registration statement on form S-1 for a possible sale of equity to generate sufficient funds to continue operations for the next 12 to 15 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. 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 June 30, 2014, approximately 83,824 shares of common stock were expected to be issued pursuant to the agreement with a fair value of $155,074. Accordingly, a liability was recorded as part of “Research and development costs-payable in stock” in the accompanying balance sheet below long term liabilities as such liability is only payable in shares of common stock. | |||||||||||||||||
Reclassification, Policy [Policy 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 and six month periods ended June 30, 2013, the Company reclassified consulting fees of $140,076 and $251,911, respectively, 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, determined using the treasury stock method. 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. | |||||||||||||||||
A reconciliation of basic and diluted shares for the three months ended June 30, 2014 and 2013 follows: | |||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Average common shares outstanding-basic | 4,618,409 | 4,003,358 | |||||||||||||||
Effect of dilutive securities- | |||||||||||||||||
Warrants | 516,797 | -- | |||||||||||||||
Employee and director stock options | 21,750 | -- | |||||||||||||||
Average diluted shares | 5,156,956 | 4,003,358 | |||||||||||||||
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 tables set forth the shares excluded from the diluted calculation for the periods presented as follows: | |||||||||||||||||
Three months ended | Three months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Senior secured Convertible notes | 1,236,212 | 550,977 | |||||||||||||||
Warrants | 711,467 | 835,544 | |||||||||||||||
Employee and director stock options | 527,200 | 520,950 | |||||||||||||||
Total potentially dilutive shares | 2,474,879 | 1,907,471 | |||||||||||||||
Six months ended | Six months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Senior secured Convertible notes | 1,236,212 | 550,977 | |||||||||||||||
Warrants | 1,228,264 | 835,544 | |||||||||||||||
Employee and director stock options | 548,950 | 520,950 | |||||||||||||||
Total potentially dilutive shares | 3,013,426 | 1,907,471 | |||||||||||||||
Such securities could potentially dilute earnings per share in the future | |||||||||||||||||
Derivatives, Policy [Policy Text Block] | ' | ||||||||||||||||
Derivative FinancialInstruments | |||||||||||||||||
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 relating to conversion 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 June 30, 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 June 30, 2014. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair Value of Derivative Liability | $ | -- | $ | 2,348,484 | $ | -- | $ | 2,348,484 | |||||||||
There was no corresponding derivative liability as of December 31, 2013. | |||||||||||||||||
At June 30, 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 | |||||||||||||||||
As discussed in Note 1, on June 10, 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. ASU 2014-10 eliminates the requirement to present inception-to-date information about income statement line items, cash flows, and equity transactions, and clarifies how entities should disclose the risks and uncertainties related to their activities. ASU 2014-10 also eliminates an exception provided to development stage entities in Consolidations (ASC Topic 810) for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The presentation and disclosure requirements in Topic 915 are no longer required for interim and annual reporting periods beginning after December 15, 2014. The revised consolidation standards will take effect in annual periods beginning after December 15, 2015, however, early adoption is permitted. The Company adopted the provisions of ASU 2014-10 for this quarterly report on Form 10-Q for the period ended June 30, 2014 | |||||||||||||||||
In April 2014, the FASB issued 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 May 28, 2014, the FASB issued ASU 2014-09 , “Revenue from Contracts with Customers”. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management has not yet determined the effect of adopting ASU 2014-09 on our ongoing financial reporting. | |||||||||||||||||
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) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Average common shares outstanding-basic | 4,618,409 | 4,003,358 | |||||||||||||||
Effect of dilutive securities- | |||||||||||||||||
Warrants | 516,797 | -- | |||||||||||||||
Employee and director stock options | 21,750 | -- | |||||||||||||||
Average diluted shares | 5,156,956 | 4,003,358 | |||||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||||||||||||
Three months ended | Three months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Senior secured Convertible notes | 1,236,212 | 550,977 | |||||||||||||||
Warrants | 711,467 | 835,544 | |||||||||||||||
Employee and director stock options | 527,200 | 520,950 | |||||||||||||||
Total potentially dilutive shares | 2,474,879 | 1,907,471 | |||||||||||||||
Six months ended | Six months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Senior secured Convertible notes | 1,236,212 | 550,977 | |||||||||||||||
Warrants | 1,228,264 | 835,544 | |||||||||||||||
Employee and director stock options | 548,950 | 520,950 | |||||||||||||||
Total potentially dilutive shares | 3,013,426 | 1,907,471 | |||||||||||||||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | ' | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Fair Value of Derivative Liability | $ | -- | $ | 2,348,484 | $ | -- | $ | 2,348,484 |
Note_3_Senior_Secured_Converti1
Note 3 - Senior Secured Convertible Notes Payable (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Debt [Table Text Block] | ' | ||||||||
June 30, | 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 | (2,080,795 | ) | (844,577 | ) | |||||
1,006,872 | 753,256 | ||||||||
Less Current Portion | (427,500 | ) | (390,123 | ) | |||||
Convertible Notes Payable, net | $ | 579,372 | $ | 363,133 |
Note_4_Derivative_Liability_Ta
Note 4 - Derivative Liability (Tables) | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||
Schedule of Derivative Instruments [Table Text Block] | ' | |||||||||
June 30, | February 12, | |||||||||
2014 | 2014 (Issuance) | |||||||||
(Unaudited) | (Unaudited) | |||||||||
Conversion Feature : | ||||||||||
Risk-free interest rate | 0.88 | % | 0.74 | % | ||||||
Expected volatility | 198% | 211 | % | |||||||
Expected life (in years) | 2.63 | 3 | ||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||
Warrants : | ||||||||||
Risk-free interest rate | 2.53 | % | 2.8 | % | ||||||
Expected volatility | 198% | 211 | % | |||||||
Expected weighted average life (in years) | 9.58 | 10 | ||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||
Fair Value : | ||||||||||
Conversion feature | $ | 1,508,202 | $ | 2,951,785 | ||||||
Warrants | 840,282 | 1,635,781 | ||||||||
$ | 2,348,484 | $ | 4,587,566 |
Note_5_Stockholders_Equity_Tab
Note 5 - Stockholders' Equity (Tables) | 6 Months Ended | ||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||||
average | Average | Intrinsic | |||||||||||||||||
exercise | Remaining | Value | |||||||||||||||||
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 | (30,000 | ) | (5.000 | ) | -- | -- | |||||||||||||
Outstanding at June 30, 2014 | 548,950 | $ | 8.423 | 4.321 | $ | 0 | |||||||||||||
Exercisable at June 30, 2014 | 390,105 | $ | 9.042 | 3.809 | $ | 0 | |||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||||||
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Expected volatility | 198 | % | 218 | % | 198% | - | 201% | 113% | - | 226% | |||||||||
Dividend yield | -- | -- | -- | -- | |||||||||||||||
Expected term (in years) | 6.25 | 6.25 | 6.25 | 6.25 | |||||||||||||||
Risk-free interest rate | 2.73 | % | 2.05 | % | 2.73% | 1.38 | - | 2.05% | |||||||||||
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 | 853,946 | $ | 3.77 | 2.665 | $ | 783,258 | |||||||||||||
Granted | 454,457 | 2.3 | 9.667 | -- | |||||||||||||||
Exercised | -- | -- | -- | -- | |||||||||||||||
Cancelled | (80,139 | ) | (5.973 | ) | -- | -- | |||||||||||||
Outstanding at June 30, 2014 | 1,228,264 | $ | 3.987 | 7.039 | $ | 0 | |||||||||||||
Exercisable at June 30, 2014 | 1,228,264 | $ | 3.987 | 7.039 | $ | 0 |
Note_1_Organization_Details
Note 1 - Organization (Details) | 1 Months Ended |
Apr. 22, 2014 | |
Disclosure Text Block [Abstract] | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 |
Note_2_Basis_of_Presentation_a2
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Feb. 28, 2014 | Feb. 12, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | Reclassification of Consulting Fees to R&D Expenses [Member] | Reclassification of Consulting Fees to R&D Expenses [Member] | ||||||
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Income (Loss) Attributable to Parent | $530,664 | ($2,565,927) | ($5,602,647) | ($4,189,827) | ' | ' | ' | ' | ' | ' |
Net Cash Provided by (Used in) Operating Activities | ' | ' | -1,850,790 | -1,835,426 | ' | ' | ' | ' | ' | ' |
Stockholders' Equity Attributable to Parent | -4,678,829 | ' | -4,678,829 | ' | -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% | 6.00% | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance (in Shares) | 83,824 | ' | 83,824 | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Capital Shares, Reserved for Future Issuance, Fair Value | 155,074 | ' | 155,074 | ' | ' | ' | ' | ' | ' | ' |
Prior Period Reclassification Adjustment | ' | ' | ' | ' | ' | ' | ' | ' | $140,076 | $251,911 |
Note_2_Basis_of_Presentation_a3
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) - Reconciliation of Basic and Diluted Shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Reconciliation of Basic and Diluted Shares [Abstract] | ' | ' | ' | ' |
Average common shares outstanding-basic | 4,618,409 | 4,003,358 | 4,415,392 | 3,900,847 |
Effect of dilutive securities- | ' | ' | ' | ' |
Warrants | 516,797 | ' | ' | ' |
Employee and director stock options | 21,750 | ' | ' | ' |
Average diluted shares | 5,156,956 | 4,003,358 | 4,415,392 | 3,900,847 |
Note_2_Basis_of_Presentation_a4
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) - Antidilutive Securities Excluded from the Dilutive Calculations | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities | 2,474,879 | 1,907,471 | 3,013,426 | 1,907,471 |
Convertible Debt Securities [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities | 1,236,212 | 550,977 | 1,236,212 | 550,977 |
Warrant [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities | 711,467 | 835,544 | 1,228,264 | 835,544 |
Equity Option [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive securities | 527,200 | 520,950 | 548,950 | 520,950 |
Note_2_Basis_of_Presentation_a5
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies (Details) - Fair Value of Derivative Liability (USD $) | Jun. 30, 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 | $2,348,484 | $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 | $2,348,484 | ' |
Note_3_Senior_Secured_Converti2
Note 3 - Senior Secured Convertible Notes Payable (Details) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | 0 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | ||||||||||||||||||||||
Feb. 12, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Feb. 12, 2014 | Feb. 12, 2014 | Feb. 12, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | 13-May-10 | Feb. 12, 2014 | Aug. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | 13-May-10 | Jun. 30, 2014 | Jul. 06, 2011 | Jun. 30, 2014 | Jun. 15, 2012 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2012 | Jun. 30, 2014 | Dec. 31, 2013 | Feb. 12, 2014 | Feb. 12, 2014 | Jun. 30, 2014 | Feb. 28, 2014 | |
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] | 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] | Market Price On Date of Issuance [Member] | Market Price On Date of Issuance [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 ("First Amended Notes") [Member] | 2.5% Senior Secured Convertible Notes (the "Second Amended 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] | 2012 Convertible Notes [Member] | 2012 Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | |||||||
2.5% Senior Secured Convertible Notes (the "Second Amended 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] | Second Amended Notes Without Warrants [Member] | ||||||||||||||||||||||||||||||
Minimum [Member] | Maximum [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% | ' | 2.50% | ' | 2.50% | ' | ' | ' | ' | ' | ' | 6.00% | 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% | ' |
Convertible Notes Payable, Gross | ' | 3,087,667 | ' | 3,087,667 | ' | 1,597,833 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 427,500 | 427,500 | ' | ' | 753,667 | 1,170,333 | ' | ' | ' | ' |
Interest Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,900 | 31,453 | ' | ' | 33,701 | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | 2,080,795 | ' | 2,080,795 | ' | 844,577 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,375 | ' | ' | 419,405 | 807,202 | ' | ' | ' | ' |
Interest Expense, Debt | ' | 254,143 | 260,323 | 736,553 | 381,518 | ' | ' | ' | ' | ' | ' | ' | ' | 14,994 | 270,439 | 4,653 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,373 | ' | 11,759 | ' | ' | ' | ' | ' | ' | ' |
Amortization of Debt Discount (Premium) | ' | ' | ' | 670,282 | 357,723 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,375 | ' | 117,360 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 427,500 | ' | ' | ' | 753,667 | 1,170,333 | 1,906,500 | 1,906,500 | ' | 1,906,500 |
Proceeds from Issuance of Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 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 | 169,765 | ' | ' | ' | ' | ' | ' | ' | ' | 416,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 143,678 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Other (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,171 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Interest Payable, Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -19,647 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due to Related Parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,094,167 | 300,000 | 1,094,167 | 1,094,167 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,443,569 | 4,443,569 | ' | ' |
Debt Issuance Cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,537,069 | ' | ' | ' |
Extension of Warrant's Expiration Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Private Placement Costs | ' | ' | ' | 3,340,030 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 564,849 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,340,030 | ' | ' | ' |
Warrants Not Settleable in Cash, Fair Value Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 143,997 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for Commissions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,720 | ' | ' | ' |
Stock Issued During Period, Shares, New Issues (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,535 | ' | ' | ' |
Stock Issued During Period, Value, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 23,395 | ' | ' | ' |
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 $) | Jun. 30, 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 | -2,080,795 | -844,577 |
1,006,872 | 753,256 | |
Less Current Portion | -427,500 | -390,123 |
Convertible Notes Payable, net | 579,372 | 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 | ' | -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 | -419,405 | -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 | 6 Months Ended | |||||||
Jun. 30, 2014 | Jun. 30, 2014 | Feb. 12, 2014 | Dec. 31, 2013 | Aug. 31, 2013 | Feb. 12, 2014 | Jun. 30, 2014 | Feb. 28, 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] | |||||
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% | 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 | 2,348,484 | 2,348,484 | 4,587,566 | ' | ' | ' | 2,348,483 | ' | ' |
Derivative Instruments Not Designated as Hedging Instruments, Gain (Loss), Net | $2,484,433 | $2,239,082 | ' | ' | ' | ' | ' | ' | ' |
Note_4_Derivative_Liability_De1
Note 4 - Derivative Liability (Details) - Derivative Liabilities (USD $) | 0 Months Ended | 5 Months Ended |
Feb. 12, 2014 | Jun. 30, 2014 | |
Derivative [Line Items] | ' | ' |
Derivative Liability Fair Value (in Dollars) | $4,587,566 | $2,348,484 |
Conversion Feature [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Risk-free interest rate | 0.74% | 0.88% |
Expected volatility | 211.00% | 198.00% |
Expected Life | '3 years | '2 years 229 days |
Expected dividend yield | 0.00% | 0.00% |
Derivative Liability Fair Value (in Dollars) | 2,951,785 | 1,508,202 |
Warrant [Member] | ' | ' |
Derivative [Line Items] | ' | ' |
Risk-free interest rate | 2.80% | 2.53% |
Expected volatility | 211.00% | 198.00% |
Expected Life | '10 years | '9 years 211 days |
Expected dividend yield | 0.00% | 0.00% |
Derivative Liability Fair Value (in Dollars) | $1,635,781 | $840,282 |
Note_5_Stockholders_Equity_Det
Note 5 - Stockholders' Equity (Details) (USD $) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 6 Months Ended | 3 Months Ended | 1 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 19 Months Ended | 1 Months Ended | |||||||
Apr. 22, 2014 | 31-May-14 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Aug. 31, 2013 | Feb. 12, 2014 | 31-May-14 | Jun. 30, 2014 | 31-May-10 | Jun. 30, 2014 | Jun. 30, 2014 | Feb. 12, 2014 | Jun. 30, 2014 | Feb. 28, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | |
General and Administrative Expense [Member] | General and Administrative Expense [Member] | Private Placements [Member] | Common Stock [Member] | Common Stock [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | 6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | Consultant [Member] | Outside of the 2010 Plan [Member] | CardioNova [Member] | Minimum [Member] | |||||
Employee Stock Option [Member] | Consultant [Member] | 6% Secured Convertible Notes [Member] | CardioNova [Member] | "2010 Plan" [Member] | "2010 Plan" [Member] | Maximum [Member] | Consultant [Member] | |||||||||||||
"2010 Plan" [Member] | ||||||||||||||||||||
Note 5 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | 6,535 | 422,105 | ' | ' | ' | ' | 6,535 | ' | ' | ' | ' | 27,526 | ' |
Stock Issued During Period, Value, New Issues (in Dollars) | ' | ' | ' | ' | ' | ' | ' | $23,395 | $2,152,693 | ' | ' | ' | ' | $23,395 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Stock Splits | ' | 34,316 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | 548,950 | 568,950 | ' | ' | ' | ' | ' | ' | ' | 556,450 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | 292,297 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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) | ' | ' | ' | ' | 231,607 | 17,921 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $487,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 6 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% | 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 $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Summary of Stock Options and Changes During Period [Abstract] | ' | ' |
Shares | 548,950 | 568,950 |
Weighted average exercise price | $8.42 | $8.32 |
Weighted average remaining contractual term | '4 years 117 days | '4 years 309 days |
Aggregate intrinsic value | $0 | $86,271 |
Exercisable at June 30, 2014 | 390,105 | ' |
Exercisable at June 30, 2014 | $9.04 | ' |
Exercisable at June 30, 2014 | '3 years 295 days | ' |
Exercisable at June 30, 2014 | $0 | ' |
Granted | 10,000 | ' |
Granted | $3.80 | ' |
Granted | '7 years | ' |
Cancelled | -30,000 | ' |
Cancelled | ($5) | ' |
Note_5_Stockholders_Equity_Det2
Note 5 - Stockholders' Equity (Details) - Weighted Average Assumptions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Note 5 - Stockholders' Equity (Details) - Weighted Average Assumptions [Line Items] | ' | ' | ' | ' |
Expected volatility | 198.00% | 218.00% | ' | ' |
Expected term (in years) | '6 years 3 months | '6 years 3 months | '6 years 3 months | '6 years 3 months |
Risk-free interest rate | 2.73% | 2.05% | 2.73% | ' |
Minimum [Member] | ' | ' | ' | ' |
Note 5 - Stockholders' Equity (Details) - Weighted Average Assumptions [Line Items] | ' | ' | ' | ' |
Expected volatility | ' | ' | 198.00% | 113.00% |
Risk-free interest rate | ' | ' | ' | 1.38% |
Maximum [Member] | ' | ' | ' | ' |
Note 5 - Stockholders' Equity (Details) - Weighted Average Assumptions [Line Items] | ' | ' | ' | ' |
Expected volatility | ' | ' | 201.00% | 226.00% |
Risk-free interest rate | ' | ' | ' | 2.05% |
Note_5_Stockholders_Equity_Det3
Note 5 - Stockholders' Equity (Details) - Summary of Warrant Activity (USD $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 | 1,228,264 | 853,946 |
Weighted average exercise price (in Dollars per share) | $3.99 | $3.77 |
Weighted average remaining contractual term | '7 years 14 days | '2 years 242 days |
Aggregate intrinsic value (in Dollars) | $0 | $783,258 |
Exercisable at June 30, 2014 | 1,228,264 | ' |
Exercisable at June 30, 2014 (in Dollars per share) | $3.99 | ' |
Exercisable at June 30, 2014 | '7 years 14 days | ' |
Exercisable at June 30, 2014 (in Dollars) | $0 | ' |
Granted | 454,457 | ' |
Granted (in Dollars per share) | $2.30 | ' |
Granted | '9 years 243 days | ' |
Exercised | 0 | ' |
Cancelled | -80,139 | ' |
Cancelled (in Dollars per share) | ($5.97) | ' |
Note_6_Committments_Details
Note 6 - Committments (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 26 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 22 Months Ended | 3 Months Ended | 3 Months Ended | 6 Months Ended | 19 Months Ended | 6 Months Ended | 3 Months Ended | |||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Sep. 30, 2012 | Feb. 28, 2014 | Dec. 31, 2011 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Feb. 28, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Oct. 31, 2011 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | |
Major University in Southern California [Member] | Formulation Development [Member] | First Installment [Member] | Second Installment [Member] | Funding of Clinical Trials [Member] | First Two Milestones [Member] | Third Milestone [Member] | Third Milestone [Member] | Third Milestone [Member] | Final Milestone [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] | Contract Research In Additional Compounds Covered Under Pending Patents [Member] | Contract Research In Additional Compounds Covered Under Pending Patents [Member] | Remaining Cost to be Recorded in Future Periods [Member] | Remaining Cost to be Recorded in Future Periods [Member] | Remaining Cost to be Recorded in Future Periods [Member] | Funding of Clinical Trials [Member] | First Two Milestones [Member] | RUSSIAN FEDERATION | RUSSIAN FEDERATION | CardioNova [Member] | Pennsylvania-based Clinical Research Organization [Member] | Monthly Rent [Member] | |||||
Contract Research In Additional Compounds Covered Under Pending Patents [Member] | Pennsylvania-based Clinical Research Organization [Member] | CardioNova [Member] | CardioNova [Member] | Final Milestone [Member] | Final Milestone [Member] | Expected Cost [Member] | Remaining Cost to be Recorded in Future Periods [Member] | AUSTRALIA | RUSSIAN FEDERATION | Pennsylvania-based Clinical Research Organization [Member] | Joint Steering Committee, Atheronova And CardioNova [Member] | ||||||||||||||||||||
Note 6 - Committments (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual Obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,800,000 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues (in Shares) | ' | ' | ' | ' | ' | ' | 15,464 | 12,062 | 199,730 | ' | ' | 422,105 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,526 | ' | ' |
Percentage of Achievement to Reach Third Milestone | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | 80.00% | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,198,297 | ' | 2,152,736 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6 | ' | ' | $9.70 | ' | ' |
Research and Development Expense, Paid to Related Party | 155,074 | 1,198,297 | 1,137,097 | 1,198,297 | ' | ' | ' | ' | ' | ' | 982,024 | ' | 1,170,712 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and Development Expense | 833,893 | 438,157 | 1,401,046 | 872,916 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 155,074 | 155,074 | 738,000 | 216,035 | 349,785 | 521,965 | 236,323 | 187,400 | 243,353 | 60,341 | ' | ' | 96,047 | 96,047 | ' | 160,309 | 67,715 |
Proceeds from Issuance of Common Stock | ' | ' | ' | 267,047 | ' | ' | 150,000 | 117,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Purchase Commitment, Amount | ' | ' | ' | ' | 236,323 | 220,650 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 339,400 | ' | ' | ' | ' |
Other Commitment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $81,662 | $81,662 | $81,662 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_7_Related_Party_Transacti1
Note 7 - Related Party Transactions (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Note 7 - Related Party Transactions (Details) [Line Items] | ' | ' |
Accounts Payable, Related Parties | $65,917 | $50,841 |
Europa International Inc. [Member] | 2.5% Senior Secured Convertible Notes (the "Second Amended Notes") [Member] | ' | ' |
Note 7 - Related Party Transactions (Details) [Line Items] | ' | ' |
Due to Related Parties | 1,094,167 | ' |
Europa International Inc. [Member] | 6% Secured Convertible Notes [Member] | ' | ' |
Note 7 - Related Party Transactions (Details) [Line Items] | ' | ' |
Due to Related Parties | 300,000 | ' |
Europa International Inc. [Member] | ' | ' |
Note 7 - Related Party Transactions (Details) [Line Items] | ' | ' |
Due to Related Parties | $1,094,167 | $1,094,167 |
Note_8_Subsequent_Events_Detai
Note 8 - Subsequent Events (Details) (USD $) | 6 Months Ended | 1 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jul. 21, 2014 | Jul. 29, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | |||
6% Secured Convertible Notes [Member] | 6% Secured Convertible Notes [Member] | |||
Note 8 - Subsequent Events (Details) [Line Items] | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | ' | ' | 14,453 | 24,088 |
Debt Conversion, Converted Instrument, Amount | $436,315 | $169,765 | $15,000 | $25,000 |
Debt Conversion, Converted Instrument, Accrued Interest, Amount | ' | ' | $393 | $654 |