Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 16, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Actinium Pharmaceuticals, Inc. | ||
Entity Central Index Key | 1388320 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $199,287,826 | ||
Entity Common Stock, Shares Outstanding | 35,482,076 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash and cash equivalents | $6,706,802 | $5,533,366 |
Prepaid expenses and other current assets | 699,851 | 218,389 |
Total Current Assets | 7,406,653 | 5,751,755 |
Property and equipment, net of accumulated depreciation | 127,700 | 13,920 |
Restricted cash | 34,733 | |
Total Assets | 7,569,086 | 5,765,675 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 2,283,796 | 378,955 |
Accounts payable and accrued expenses - related parties | 214,357 | 81,185 |
Notes payable | 283,552 | 157,825 |
Derivative liabilities | 6,709,911 | 6,707,255 |
Total Current Liabilities | 9,491,616 | 7,325,220 |
Total Liabilities | 9,491,616 | 7,325,220 |
Commitments and contingencies | ||
Stockholders' Deficit: | ||
Preferred stock, $0.001 par value; 50,000,000 authorized, 0 shares issued and outstanding | ||
Common stock, $0.001 par value; 200,000,000 shares authorized; 29,971,839 and 24,565,447 shares issued and outstanding, respectively | 29,972 | 24,565 |
Additional paid-in capital | 89,252,262 | 64,933,145 |
Accumulated deficit | -91,204,764 | -66,517,255 |
Total Stockholders' Deficit | -1,922,530 | -1,559,545 |
Total Liabilities and Stockholders' Deficit | $7,569,086 | $5,765,675 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Balance Sheets [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 29,971,839 | 24,565,447 |
Common Stock, shares outstanding | 29,971,839 | 24,565,447 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Statements Of Operations [Abstract] | ||
Revenue | ||
Operating expenses: | ||
Research and development | 12,267,313 | 3,109,331 |
General and administrative | 10,175,323 | 3,476,879 |
Depreciation and amortization expense | 37,908 | 1,560 |
Loss on disposition of equipment | 4,122 | |
Total operating expenses | 22,480,544 | 6,591,892 |
Loss from operations | -22,480,544 | -6,591,892 |
Other expense: | ||
Interest expense | -866 | -2,508 |
Loss on change in fair value - derivative liabilities | -2,206,099 | -4,179,392 |
Total other expense | -2,206,965 | -4,181,900 |
Net loss | ($24,687,509) | ($10,773,792) |
Net loss per common share - basic and diluted | ($0.90) | ($0.47) |
Weighted average number of common shares outstanding - basic and diluted | 27,363,748 | 22,752,752 |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Stockholders' Equity Deficit (USD $) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2012 | $1,145,635 | $21,392 | $56,867,706 | ($55,743,463) |
Beginning Balance, Shares at Dec. 31, 2012 | 21,391,665 | |||
Stock-based compensation | 657,812 | 265 | 657,547 | |
Stock-based compensation, Shares | 265,834 | |||
Proceeds from the sale of common stock | 2,883,257 | 554 | 2,882,703 | |
Proceeds from the sale of common stock, Shares | 554,310 | |||
Issuance of common stock from exercise of options | 13,053 | 17 | 13,036 | |
Issuance of common stock from exercise of options, Shares | 16,650 | |||
Issuance of common stock from exercise of warrants | 3,467,395 | 2,337 | 3,465,058 | |
Issuance of common stock from exercise of warrants, Shares | 2,336,988 | |||
Transfer of warrant derivatives from liability to equity classification | 1,047,095 | 1,047,095 | ||
Net loss | -10,773,792 | -10,773,792 | ||
Ending Balance at Dec. 31, 2013 | -1,559,545 | 24,565 | 64,933,145 | -66,517,255 |
Ending Balance, Shares at Dec. 31, 2013 | 24,565,447 | |||
Stock-based compensation | 6,280,629 | 381 | 6,280,248 | |
Stock-based compensation, Shares | 379,901 | |||
Proceeds from the sale of common stock | 15,435,305 | 2,380 | 15,432,925 | |
Proceeds from the sale of common stock, Shares | 2,379,433 | |||
Issuance of common stock from exercise of options | 275,153 | 310 | 274,843 | |
Issuance of common stock from exercise of options, Shares | 310,400 | |||
Issuance of common stock from exercise of warrants | 159,994 | 2,336 | 157,658 | |
Issuance of common stock from exercise of warrants, Shares | 2,336,658 | |||
Direct costs incurred before shares are issued | -30,000 | -30,000 | ||
Transfer of warrant derivatives from liability to equity classification | 2,203,443 | 2,203,443 | ||
Net loss | -24,687,509 | -24,687,509 | ||
Ending Balance at Dec. 31, 2014 | ($1,922,530) | $29,972 | $89,252,262 | ($91,204,764) |
Ending Balance, Shares at Dec. 31, 2014 | 29,971,839 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows From Operating Activities: | ||
Net loss | ($24,687,509) | ($10,773,792) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 6,280,629 | 657,812 |
Depreciation expense | 37,908 | 1,560 |
Loss on disposition of equipment | 4,122 | |
Change in fair value of derivative liabilities | 2,206,099 | 4,179,392 |
(Increase) decrease in: | ||
Prepaid expenses and other current assets | -193,894 | 106,579 |
Increase (decrease) in: | ||
Accounts payable and accrued liabilities | 1,874,841 | -518,089 |
Accounts payable and accrued liabilities - related parties | 133,172 | 50,000 |
Net Cash Used In Operating Activities | -14,348,754 | -6,292,416 |
Cash Flows From Investing Activities: | ||
Restricted cash | -34,733 | |
Purchase of property and equipment | -151,688 | -16,592 |
Net Cash Used In Investing Activities | -186,421 | -16,592 |
Cash Flows From Financing Activities: | ||
Payments on note payable | -161,841 | -140,000 |
Sales of common stock, net of offering costs | 15,435,305 | 2,883,257 |
Proceeds from exercise of options and warrants | 435,147 | 3,480,448 |
Net Cash Provided By Financing Activities | 15,708,611 | 6,223,705 |
Net change in cash | 1,173,436 | -85,303 |
Cash at beginning of period | 5,533,366 | 5,618,669 |
Cash at end of period | 6,706,802 | 5,533,366 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 866 | 561 |
Cash paid for income tax | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Stock issuance costs accrued in accounts payable and accrued expenses | 30,000 | |
Insurance financed through premium finance agreements | 287,568 | 157,825 |
Transfer of warrant derivatives from liability to equity classification | $2,203,443 | $1,047,095 |
Description_of_Business_and_Su
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Description of Business and Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
Description of Business and Summary of Significant Accounting Policies | Note 1 – Description of Business and Summary of Significant Accounting Policies | ||||||||||||||||
Nature of Business – Actinium Pharmaceuticals, Inc. (the “Company” or “Actinium”) is a biotechnology company committed to developing breakthrough therapies for life threatening diseases using its alpha particle immunotherapy (APIT) platform and other related and similar technologies. Actinium, together with its wholly owned subsidiary, MedActinium, Inc. (MAI), (hereinafter referred to collectively as “Actinium”) initiated collaborative efforts with large institutions to establish the proof of concept of APIT and has supported one Phase 1/2 clinical trial and one Phase 1 clinical trial at Memorial Sloan-Kettering Cancer Center (“MSKCC”) under an MSKCC Physician IND Application. In 2012, Actinium launched a multi-center corporate sponsored trial in acute myeloid leukemia (AML) patients. Actinium’s objective, through research and development, is to produce reliable cancer fighting products which utilize monoclonal antibodies linked with alpha particle emitters or other appropriate payloads to provide very potent targeted therapies. The initial clinical trials of Actinium’s compounds have been with patients having acute myeloid leukemia and it is believed that Actinium’s APIT platform will have wider applicability for different types of cancer where suitable monoclonal antibodies can be found. | |||||||||||||||||
On December 28, 2012, the Company entered into a transaction (the “Share Exchange”), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of Actinium Pharmaceuticals, Inc. (“API”), in exchange for the issuance of approximately 99% of the issued and outstanding common stock, par value $0.01 per share, of the Company. As a result of the Share Exchange, the Company was then considered a holding company operating through API, a clinical-stage biopharmaceutical company developing certain cancer treatments. | |||||||||||||||||
On March 20, 2013, the Company’s subsidiary, Actinium Pharmaceuticals, Inc., changed its name to Actinium Corporation. On April 11, 2013, the Company changed its domicile from the State of Nevada to the State of Delaware and changed its name from Cactus Ventures, Inc. to Actinium Pharmaceuticals, Inc. | |||||||||||||||||
On September 25, 2013, in accordance with a Certificate of Ownership Merging Actinium Corporation into the Actinium Pharmaceuticals, Inc. filed in Delaware, the Company merged (the “Merger”) into itself Actinium Corporation (a 93.7% owned subsidiary), and Actinium Corporation ceased to exist. As a result of the Merger, Actinium Corporation stock owned by the Company was cancelled and each share of Actinium Corporation not owned by the Company was exchanged for 0.333 shares of Company’s common stock. A total of 3,970,137 shares of Actinium Corporation common stock was exchanged for 1,322,055 shares of Company common stock. | |||||||||||||||||
Principles of Consolidation – The consolidated financial statements include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. | |||||||||||||||||
Use of Estimates in Financial Statement Presentation – The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||||
Reclassification – Certain prior period amounts have been reclassified to conform to current period presentation. | |||||||||||||||||
Cash and Cash Equivalents – The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. Balances held by the Company are typically in excess of FDIC insured limits. At December 31, 2014 and 2013, all of the Company’s cash was deposited in one bank. | |||||||||||||||||
Property and Equipment – Machinery and equipment are recorded at cost and depreciated on a straight-line basis over estimated useful lives of three years. Furniture and fixtures are recorded at cost and depreciated on a straight-line basis over estimated useful lives of three years. When assets are retired or sold, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in operations. Repairs and maintenance expenditures are charged to operations. | |||||||||||||||||
Impairment of Long-Lived Assets – Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable or at a minimum annually during the fourth quarter of the year. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying value to determine if an impairment of such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value. | |||||||||||||||||
Derivatives – All derivatives are recorded at fair value on the balance sheet. Fair values for securities traded in the open market and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates. | |||||||||||||||||
Fair Value of Financial Instruments – Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: | |||||||||||||||||
Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. | |||||||||||||||||
Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. | |||||||||||||||||
Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. | |||||||||||||||||
The following tables set forth assets and liabilities measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as of December 31, 2014 and 2013. As required by ASC 820 “Fair Value Measurements and Disclosures”, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Derivative liabilities: | |||||||||||||||||
At December 31, 2014 | - | - | $ | 6,709,911 | $ | 6,709,911 | |||||||||||
At December 31, 2013 | - | - | 6,707,255 | 6,707,255 | |||||||||||||
Income Taxes – The Company uses the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and income tax carrying amounts of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred tax asset will be fully realized. A valuation allowance, if necessary, is provided against deferred tax assets, based upon management’s assessment as to their realization. | |||||||||||||||||
Research and Development Costs – Research and development costs are expensed as incurred. Research and development reimbursements and grants are recorded by the Company as a reduction of research and development costs. For the years ended December 31, 2014, and 2013, the Company incurred $12,267,313 and $3,109,331 of research and development costs, respectively. | |||||||||||||||||
Share-Based Payments – The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes option pricing model. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates. Previously recognized compensation costs may be adjusted to reflect the actual forfeiture rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital. | |||||||||||||||||
Earnings (Loss) Per Common Share – The Company calculates net loss per common share in accordance with ASC 260 “Earnings Per Share” (“ASC 260”). Basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. The Company’s potentially dilutive shares, which include outstanding common stock options and warrants have not been included in the computation of diluted net loss per share for all periods as the result would be anti-dilutive. | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Options | 3,013,084 | 1,985,384 | |||||||||||||||
Warrants | 7,634,058 | 9,673,290 | |||||||||||||||
Total | 10,647,142 | 11,658,674 | |||||||||||||||
Recent Accounting Pronouncements – In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-10, Development Stage Entities. The amendments in this Update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. Finally, the amendments also remove paragraph 810-10-15-16, which states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity (VIE) if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments. Under the amendments, all entities within the scope of the Variable Interest Entities Subsections of Subtopic 810-10, Consolidation—Overall, would be required to evaluate whether the total equity investment at risk is sufficient using the guidance provided in paragraphs 810-10-25-45 through 25-47, which requires both qualitative and quantitative evaluations. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein, and early adoption is required. The Company evaluated and adopted ASU 2014-10 at June 30, 2014. | |||||||||||||||||
In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-12, Compensation- Stock Compensation. The amendments in this update apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the effects of ASU 2014-12 on the consolidated financial statements. | |||||||||||||||||
In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-15, Presentation of Financial Statements - Going Concern. The Update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently evaluating the effects of ASU 2014-15 on the consolidated financial statements. | |||||||||||||||||
Subsequent Events – The Company’s management reviewed all material events through the date of the consolidated financial statements were issued for subsequent event disclosure consideration. See Note 10. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Related Party Transactions [Abstract] | |||||
Related Party Transactions | Note 2 – Related Party Transactions | ||||
MSKCC: | |||||
On February 11, 2002, the Company entered into a License, Development and Commercialization Agreement with Sloan-Kettering Institute of Cancer Research (“SKI”), an entity related to Memorial Sloan Kettering Cancer Center (“MSKCC”), a majority shareholder of the Company. The agreement was amended in August 2006. Pursuant to the agreement, the Company licensed certain intellectual property from SKI, including critical patents with respect to the Company’s core technology that also supports ongoing research and clinical development of related drug candidates. MSKCC agreed, subject to certain conditions, to utilize the funds paid for certain clinical and preclinical programs and activities related to the Company’s drug development and clinical study programs, including the payment of certain costs and expenses that would otherwise have been borne by the Company. | |||||
The Company is obligated to make the following milestone payments: | |||||
Milestones | Payments | ||||
(1) filing of an New Drug Application (“NDA”) or regulatory approval for each licensed product | $ | 750,000 | |||
(2) upon the receipt of regulatory approval from the U.S. FDA for each licensed product | 1,750,000 | ||||
Under the agreement, the Company shall pay to MSKCC on a country-by-country basis a royalty of 2% of net sales of all licensed products until the later of: (1) 10 years from the first commercial sale, or (2) when the patents expire. | |||||
On September 4, 2013, the Company entered into a letter agreement with SKI to set forth the amount that the Company owes SKI for the period from 2011 to 2014 under the License Agreement. The total amount that the Company owes SKI for the period from 2011 to 2014 is $815,100 plus all relevant licensed intellectual property related pass through costs to be determined. The amount owed does not include amounts the Company may owe for patent expenses under the License Agreement. For the years ended December 31, 2014 and 2013, the annual maintenance fee was $184,556 and $232,730 plus third party costs incurred. | |||||
On March 27, 2012, the Company entered into an additional clinical trial agreement with MSKCC Cancer Center with respect to conducting a Phase 1/2 trial of combination therapy of low dose cytarabine and fractionated dose of Lintuzumab-Ac225. The Company will pay $31,185 for each patient that has completed the clinical trial. Upon execution of the agreement, the Company paid a start-up fee of $79,623 in 2012. During the year ended December 31, 2014 and 2013, the Company recorded an expense of $62,370 and $0, respectively. | |||||
As of December 31, 2014 and 2013, the Company has a payable to MSKCC covering the annual maintenance costs, clinical trials expense and patent costs totaling $189,537 and $81,185, respectively. | |||||
Placement Agent: | |||||
On August 7, 2012, the Company entered into an engagement agreement with a Healthcare Investment Bank as its placement agent for the 2012 Common Stock Offering whereby a director of the Company, is the Head of its Healthcare Investment Banking team. Pursuant to the agreement, the placement agent was engaged as the exclusive agent for the 2012 Common Stock Offering. In consideration for its services, the placement agent received (a) a cash fee equal to 10% of the gross proceeds raised in the 2012 Common Stock Offering, (b) a non-accountable expense reimbursement equal to 2% of the gross proceeds raised in the 2012 Common Stock Offering, and (c) reimbursement of $100,000 for legal expenses incurred by the placement agent. The placement agent or its designees also received warrants to purchase shares of the Company’s Common Stock in an amount equal to 10% of the shares of common stock issued as part of the units sold in the 2012 Common Stock Offering and the shares of Common Stock issuable upon exercise of the B warrants included in such units. The placement agent also received the same fee and expense schedule for any cash exercise of warrants within 6 months of the final closing of the 2012 Common Stock Offering and a 5% solicitation fee for any warrants exercised as a result of being called for redemption by the Company. Upon the final closing of the 2012 Common Stock Offering of the units, the placement agent was engaged by the Company to provide certain financial advisory services to the Company for a period of at least 6 months for a monthly fee of $25,000. The agreement also provides that (i) if the Company consummates any merger, acquisition, business combination or other transaction (other than the Share Exchange) with any party introduced to it by the placement agent, the placement agent would receive a fee equal to 10% of the aggregate consideration in such transactions, and (ii) if, within a period of 12 months after termination of the advisory services described above, the Company requires a financing or similar advisory transaction the placement agent will have the right to act as the Company’s financial advisor and investment banker in such financing or transaction pursuant to a set fee schedule set forth in the August 7, 2012 engagement agreement. For a period ending one year after the expiration of all lock-up agreements entered into in connection with the Share Exchange, any change in the size of the Company board of directors must be approved by the placement agent. | |||||
On December 9, 2013, the Company entered into another engagement agreement with its placement agent for the 2013 Common Stock Offering, (“the 2013 Offering”). The 2013 Offering was completed in two tranches, December 9, 2013 and January 10, 2014. The agreement entered in on December 9, 2013 had similar terms as the 2012 agreement, including a cash fee equal to 10% of the gross proceeds raised, a non-accountable expense reimbursement equal to 2% of the gross proceeds raised and warrants to purchase shares of the Company’s Common Stock in an amount equal to 10% of the shares of common stock issued or issuable. Subsequent to the closing of the 2013 Offering, the placement agent continued to provide certain financial advisory services to the Company until three months after the Company had up-listed its securities for trading on a U.S. National Exchange for a monthly fee of $25,000. On May 28, 2014, the Company and the placement agent agreed to terminate the December 9, 2013 engagement agreement. For the year ended December 31, 2014 the Company paid its placement agent $75,000. As of December 31, 2014, the Company owed its placement agent $25,000. | |||||
For the years ended December 31, 2014 and 2013, the placement agent received a cash fee of $397,303 and $399,103, respectively, from the 2013 Offering and was issued warrants to purchase 68,976 and 69,289 shares, respectively, of the Company’s Common Stock at $9 per share for a period of 5 years. | |||||
On July 10, 2014, the Company completed another public offering pursuant to a shelf registration statement previously filed where the placement agent acted as lead manager. The placement received a cash fee of $455,108. |
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Prepaid Expenses and Other Current Assets [Abstract] | |||||||||
Prepaid Expenses and Other Current Assets | Note 3 – Prepaid Expenses and Other Current Assets | ||||||||
Prepaid expenses and other current assets consisted of the following at December 31, 2014 and 2013: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Security deposit | $ | 11,350 | $ | 5,750 | |||||
Prepaid insurance | 368,223 | 157,825 | |||||||
Other prepaid expenses | 320,278 | 54,814 | |||||||
$ | 699,851 | $ | 218,389 | ||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property and Equipment [Abstract] | |||||||||||||
Property and Equipment | Note 4 – Property and Equipment | ||||||||||||
Property and equipment consisted of the following at December 31, 2014 and 2013: | |||||||||||||
December 31, | December 31, | ||||||||||||
Lives | 2014 | 2013 | |||||||||||
Lab equipment | 3 years | $ | 108,713 | $ | - | ||||||||
Office equipment | 3 years | 58,455 | 15,480 | ||||||||||
Less: accumulated depreciation | (39,468 | ) | (1,560 | ) | |||||||||
Property and equipment, net | $ | 127,700 | $ | 13,920 | |||||||||
Depreciation expense for the years ended December 31, 2014 and 2013 was $37,908 and $1,560, respectively. The Company wrote off certain undepreciated property and equipment during the year ended December 31, 2013 and recorded a loss of $4,122 on the disposition. |
Note_Payable
Note Payable | 12 Months Ended |
Dec. 31, 2014 | |
Note Payable [Abstract] | |
Note Payable | Note 5 – Note Payable |
On December 28, 2013, the Company entered into a premium finance agreement for its director and officer liability insurance policy in the amount of $157,825. Pursuant to the agreement, the Company paid $15,995 in monthly installments for nine months. During the year ended December 31, 2014, the Company paid $157,825 on this note. | |
On October 25, 2014, the Company entered into a premium finance agreement for its multiple commercial insurance policies in the amount of $43,075. Pursuant to the agreement, the Company is required to pay $4,882 in monthly installments for nine months. During the year ended December 31, 2014, the Company paid principal and interest of $4,882 on this note. | |
On December 28, 2014, the Company entered into a premium finance agreement for its director and officer liability insurance policy in the amount of $244,493. Pursuant to the agreement, the Company is required to pay $27,614 in monthly installments for nine months. | |
As of December 31, 2014 and 2013, the outstanding balance related to the premium finance agreements was $283,552 and $157,825, respectively. |
Derivatives
Derivatives | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Derivatives [Abstract] | |||||||||
Derivatives | Note 6 – Derivatives | ||||||||
The Company has determined that certain warrants the Company has issued contain provisions that protect holders from future issuances of the Company’s common stock at prices below such warrants’ respective exercise prices and these provisions could result in modification of the warrants’ exercise price based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40. The warrants granted in connection with the issuance of the 2012 Common Stock Offering, and the placement agent warrants contain anti-dilution provisions that provide for a reduction in the exercise price of such warrants in the event that future common stock (or securities convertible into or exercisable for common stock) is issued (or becomes contractually issuable) at a price per share (a “Lower Price”) that is less than the exercise price of such warrant at the time. The amount of any such adjustment is determined in accordance with the provisions of the warrant agreement and depends upon the number of shares of common stock issued (or deemed issued) at the Lower Price and the extent to which the Lower Price is less than the exercise price of the warrant at the time. | |||||||||
Activities for derivative warrant instruments during the years ended December 31, 2014 and 2013 were as follows: | |||||||||
Shares subject to warrants | Fair Value | ||||||||
Balance, December 31, 2012 | 5,146,338 | $ | 3,574,958 | ||||||
Transfer from liability to equity classification | (3,177,715 | ) | (1,047,095 | ) | |||||
Change in fair value | - | 4,179,392 | |||||||
Balance, December 31, 2013 | 1,968,623 | $ | 6,707,255 | ||||||
Transfer from liability to equity classification | (319,294 | ) | (2,203,443 | ) | |||||
Change in fair value | - | 2,206,099 | |||||||
Balance, December 31, 2014 | 1,649,329 | $ | 6,709,911 | ||||||
During the year ended December 31, 2014, 2,501,993 warrants were exercised, of which 319,294 were derivative warrants. The fair value of these derivative warrants totaling $2,203,443 were measured on the various exercise dates and reclassified to additional paid-in capital. | |||||||||
During the year ended December 31, 2013, certain derivative warrants expired or were exercised. The fair value of these derivative warrants totaling $1,047,095 were measured on the expiration or exercise date and reclassified to additional paid-in capital. | |||||||||
The fair values of the derivative warrants were calculated using a modified binomial valuation model with the following assumptions at each balance sheet date. | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Market value of common stock on measurement date (1) | $ | 5.89 | $ | 5.89 | |||||
Adjusted exercise price | $ | 2.48 | $ | 2.48 | |||||
Risk free interest rate (2) | 1.1 | % | 1.27 | % | |||||
Warrant lives in years | 3.0 years | 0.5 years | |||||||
Expected volatility (3) | 71 | % | 73 | % | |||||
Expected dividend yield (4) | - | - | |||||||
Probability of stock offering in any period over 5 years (5) | 100 | % | 25 | % | |||||
Offering price (6) | $ | 4.5 | $ | 9 | |||||
-1 | The market value of common stock at the above measurement dates is based on the Company’s trading price quoted on the OTC Markets for December 31, 2013 and on the NYSE MKT for December 31, 2014. | ||||||||
-2 | The risk-free interest rate was determined by management using the Treasury Bill rate as of the respective measurement date. | ||||||||
-3 | Because the Company does not have adequate trading history to determine its historical trading volatility, the volatility factor was estimated by management using the historical volatilities of comparable companies in the same industry and region. | ||||||||
-4 | Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. | ||||||||
-5 | Management determines the probability of future stock offering at each evaluation date. | ||||||||
-6 | Represents the estimated offering price in future offerings as determined by management. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies [Abstract] | |||||
Commitments and Contingencies | Note 7 – Commitments and Contingencies | ||||
License and Research Agreements | |||||
The Company has entered into license and research and development agreements with third parties under which the Company is obligated to make upfront payments as well as milestone and royalty payments. Notable inclusions in this category are: | |||||
a. | AbbVie Biotherapeutics Corp. (formerly Abbott Biotherapeutics Corp) – The Company entered into a Product Development and Patent License Agreement with AbbVie Biotherapeutics Corp. in 2003 to secure exclusive rights to a specific antibody when conjugated with alpha emitting radioisotopes. Upon execution of the agreement, the Company made a license fee payment of $3,000,000. | ||||
The Company agreed to make milestone payments totaling $7,750,000 for the achievement of the following agreed to and contracted milestones: | |||||
Milestones | Payments | ||||
(1) when Company initiates a Phase I Clinical Trial of a licensed product | $ | 750,000 | |||
(2) when Company initiates a Phase II Clinical Trial of a licensed product | 750,000 | ||||
(3) when Company initiates a Phase III Clinical Trial of a licensed product | 1,500,000 | ||||
(4) Biological License Application filing with U.S. FDA | 1,750,000 | ||||
(5) First commercial sale | 1,500,000 | ||||
(6) after the first $10,000,000 in net sales | 1,500,000 | ||||
Under the agreement, the Company shall pay to AbbVie Biotherapeutics Corp. on a country-by-country basis a royalty of 12% of net sales of all licensed products until the later of: (1) 12.5 years after the first commercial sale, or (2) when the patents expire. | |||||
The Company met its first milestone in 2012 and upon reaching the milestone the Company paid AbbVie Biotherapeutics Corp. a milestone payment of $750,000 on July 24, 2012. The milestone payment for the Phase 1 Clinical Trial was recorded as research and development expense. The Company has not initiated a Phase 2 Clinical Trial and no payment has been made to AbbVie Biotherapeutics Corp. since the July 24, 2012 payment. | |||||
b. | Memorial Sloan Kettering Cancer Center (MSKCC) – see Note 2 - Related Party Transactions. | ||||
c. | AptivSolutions provides project management services for the study of the drug Ac-225-HuM195 (Actimab-A) used in the Company’s Phase 1 and Phase 2 clinical trials. The total project is estimated to cost approximately $1.9 million and requires a 12.5% down payment of the total estimated project cost. The down payment totaling $239,000 was paid in 2007 and 2012. On August 6, 2012, October 22, 2012 and May 16, 2013, the agreement was amended to provide for additional services. The total project is estimated at approximately $2.7 million at December 31, 2014. AptivSolutions bills the Company when services are rendered and the Company records the related expense to research and development costs. For the years ended December 31, 2014 and 2013, the Company incurred expenses of $388,000, and $270,000, respectively, related to this agreement. | ||||
d. | On June 15, 2012, the Company entered into a license and sponsored research agreement with Fred Hutchinson Cancer Research Center (FHCRC) to build upon previous and ongoing clinical trials, with BC8 (licensed antibody). FHCRC has currently completed Phase 1 and Phase 2 of the clinical trial and the Company intends to start preparation for a pivotal trial leading to an FDA approval. The Company has been granted exclusive rights to the BC8 antibody and related master cell bank developed by FHCRC. The cost to develop the trial will range from $13.2 million to $23.5 million, depending on the trial design as required by the FDA. Under the terms of the sponsored research agreement, the Company will fund the FHCRC lab with $150,000 per year for the first two years and $250,000 thereafter. Payments made toward funding the lab will be credited toward royalty payments owed to FHCRC in the given year. A milestone payment of $1 million will be due to FHCRC upon FDA approval of the first drug. Upon commercial sale of the drug, royalty payments of 2% of net sales will be due to FHCRC. | ||||
During the years ended December 31, 2014 and 2013, the Company recorded and paid fees of approximately $222,000 and $75,000, respectively, related to this agreement. | |||||
e. | On August 28, 2012, the Company entered into a clinical trial agreement with The University of Texas M.D. Anderson Cancer Center. The total estimated cost of conducting the clinical trial is approximately $500,000, which includes a non- refundable institutional fee of $14,500. The estimated cost is based on treating 24 patients through 2013. Upon execution of the agreement, the Company paid $33,946. During 2013, there was one patient treated and the Company paid $34,383 in July 2013. During the year ended December 31, 2014, the Company recorded an expense of approximately $102,000. | ||||
f. | On February 27, 2014, the Company entered into a manufacturing agreement with Goodwin Biotechnology Inc. (“Goodwin”). Goodwin will oversee the current Good Manufacturing Practices (cGMP) production of a monoclonal antibody anticipated to be used in an upcoming phase 3 clinical trial of Iomab-B. Total cost of the agreement is $3.3 million. The Company paid a non-refundable payment of $562,790 upon execution of the agreement. Periodic payments will be made upon reaching certain milestones. As of December 31, 2014, the remaining cost of the agreement is approximately $2.2 million. Goodwin bills the Company when services are rendered and the Company records the related expense to research and development costs. As of December 31, 2014, the Company has $662,239 payable to Goodwin. | ||||
g. | On June 20, 2014, the Company entered into a CRO agreement with Act Oncology. Act Oncology provides project management services for the study of Iomab-B used for the intended Phase 3 clinical trial. The total project is estimated to cost approximately $0.8 million. During 2014, the Company recorded expenses of approximately $0.7 million. Act Oncology bills the Company when services are rendered and the Company records the related expense to research and development costs. | ||||
h. | On September 30, 2014, the Company entered into a research agreement with the Albert Einstein College of Medicine of Yeshiva University (“Einstein”). According to the agreement, Einstein will use certain materials provided by the Company to complete a research project. The research project will explore the feasibility of using Actinium 225 to prepare patients with blood borne cancers to receive a hematopoietic stem cell transplant. Einstein will periodically provide the Company with reports showing project data or research. The total fixed price of the project is $183,391 which is payable to Einstein in three payments. A payment of approximately $92,000 was made in October 2014. | ||||
Lease Agreements | |||||
On August 1, 2012, the Company entered into a rental agreement for office space at 501 Fifth Avenue, New York, NY. The agreement was terminated on May 31, 2013. On June 4, 2013 and amended on October 4, 2013, the Company entered into two rental agreements for office space at 546 Fifth Avenue, New York, NY. One of the agreements was terminated on July 6, 2014. The Company plans to maintain office space at 546 Fifth Avenue, New York, NY on a month to month basis. The Company paid a one month refundable deposit on the space that it maintains in New York, NY. On April 22, 2014, the Company entered into a sublease agreement for office space located at 379 Thornall Street, Edison, NJ. This agreement expires on September 30, 2016. The Company issued a letter of credit for $34,733 to the existing tenant and maintained a $34,733 certified deposit as collateral for the letter of credit. | |||||
Future minimum obligations on the lease are: | |||||
For the year ending December 31, | |||||
2015 | $ | 109,410 | |||
2016 | 84,011 | ||||
193,421 |
Equity
Equity | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Equity [Abstract] | |||||||||||||||||
Equity | Note 8 – Equity | ||||||||||||||||
On December 9, 2013, the Company entered into an engagement agreement with its placement agent for the 2013 Common Stock Offering, (the “2013 Offering”) The 2013 Offering was completed in two tranches, on December 9, 2013 and January 10, 2014. | |||||||||||||||||
On December 27, 2013, the Company completed the first sale of the 2013 Offering pursuant to a Unit Purchase Agreement, with certain accredited investors and pursuant to which: the investors agreed to purchase (i) an aggregate of 554,310 shares (the “Shares”) of common stock at $6.00 per share and (ii) five-year warrants to purchase an aggregate of 138,577 shares of common stock at an exercise price of $9.00 per share. The Company received $3,325,860 in gross proceeds from the sale of securities and $2,883,257 net proceeds after deducting the underwriting discount and the other offering expenses. The transaction date fair value of the warrants of $0.4 million was determined utilizing the Black-Scholes option pricing model utilizing the following assumptions: risk free interest rate – 0.07%, expected volatility – 84.06%, expected dividend yield - 0%, and a contractual life of 5 years. | |||||||||||||||||
In January 2014, the Company completed the final tranche of the 2013 Offering and received approximately $3.3 million total gross proceeds from accredited investors (“2014 Closing”). The Company paid its placement agent total cash fees of approximately $395,000 and paid attorney fees of $40,000 for their services resulting in net proceeds of $2,873,557. In the 2014 Closing, the Company sold 551,810 shares of common stock at $6.00 per share and granted 137,952 units of five-year warrants with an exercise price of $9.00 per share. The warrants are exercisable for a period of five years from the date of issuance. The transaction date fair value of the warrants of $0.6 million was determined utilizing the Black-Scholes option pricing model utilizing the following assumptions: risk free interest rate - 1.64%, expected volatility - 88%, expected dividend yield - 0%, and a contractual life of 5 years. | |||||||||||||||||
On March 24, 2014, the Company filed a shelf registration statement on Form S-3 (the “Registration Statement”) which was effective on April 17, 2014. This Registration Statement contained two prospectuses: (i) a base prospectus which covers the offering, issuance and sale by the Company of up to $200,000,000 of its common stock, preferred stock, warrants and/or units; and (ii) a sales agreement prospectus covering the offering, issuance and sale by us of up to a maximum aggregate offering price of $75,000,000 of its common stock that may be issued and sold under a sales agreement (the “ Sales Agreement ” ) with MLV & Co. LLC ( “ MLV ” ) dated March 24, 2014. The Company will pay MLV in cash, upon the sale of common stock pursuant to the Sales Agreement, an amount equal to 3.0% of the gross proceeds from the sale of common stock. On April 28, 2014, the Company issued 500 shares and received net proceeds of $6,000 under the Sales Agreement with MLV. | |||||||||||||||||
During January 2014, in connection with the Offering, the Company issued the Placement Agent warrants to purchase an aggregate of 68,976 shares of common stock with an exercise price of $9.00 per share. The transaction date fair value of the warrants of $0.3 million was determined utilizing the Black-Scholes option pricing model utilizing the following assumptions: risk free interest rate – 1.64%, expected volatility - 88%, expected dividend yield - 0%, and a contractual life of 5 years. | |||||||||||||||||
On June 30, 2014, the Company received gross proceeds of $12,525,000 from a public offering of 1,670,000 shares of the Company’s common stock, $0.001 par value per share at a price to the public of $7.50 per share less underwriting discounts. The Company paid an underwriting discount of $876,750, paid the other offering expenses of $125,000, and paid attorney and auditor fees of $72,000 resulting in net proceeds of $11,451,250. Under the terms of the underwriting agreement, the Company also granted the underwriters a 30-day option to purchase up to an additional 250,000 shares of common stock to cover over-allotments, if any, at the offering price. | |||||||||||||||||
On July 10, 2014, the underwriter exercised their over-allotment option to purchase an additional 157,123 shares from the Company for $7.50 per share. Including the exercise of the over-allotment option of $1.2 million, in gross proceeds, the Company’s June offering totaled 1,827,123 shares, representing gross proceeds of approximately $13.7 million and approximately $12,555,748 net after deducting the underwriting discount and the other offering expenses. | |||||||||||||||||
Approval of the 2013 Stock Plan | |||||||||||||||||
In September 2013, the Board approved the Company’s 2013 Stock Plan. The expiration date of the plan is September 9, 2023 and the total number of underlying shares of the Company’s common stock available for grant to employees, directors and consultants of the Company under the plan is 2,750,000 shares. In December 2013, the shareholders of the Company approved the plan and increased the number of shares authorized under the plan to 5,750,000 shares. | |||||||||||||||||
Approval of the Equity Incentive Plan | |||||||||||||||||
In September 2013, the Board approved the Company’s 2013 Equity Incentive Plan. The expiration date of the plan is September 9, 2023 and the total number of shares of the Company’s common stock available for grant to employees, directors and consultants of the Company under the plan is 450,000 shares. In December 2013, the shareholders of the Company approved the plan and increased the number of shares authorized under the plan to 1,000,000 shares. | |||||||||||||||||
Restricted Stock | |||||||||||||||||
During 2013, the Company granted employees, consultants and board members 312,500 shares of restricted stock. 80,000 shares of restricted stock vest 1 year from the grant date, 100,000 shares have a vesting period of 24 months. The remaining restricted shares granted are performance based and vest over time. The shares granted during the year ended December 31, 2013 were valued at $678,000 based on the stock price on the grant dates. | |||||||||||||||||
During the year ended December 31, 2014, the Company granted 633,041 shares of restricted stock and cancelled 50,000 shares of restricted stock. Of the total shares of restricted stock granted, 20,000 shares vest 3 months from the grant date, 30,374 shares vest 1 year from the grant date, 30,000 shares have a vesting period of 2 years, 202,497 shares have a vesting period of 4 years and 350,000 shares vest at the date of grant. The shares granted during the year ended December 31, 2014 were valued at $4,827,516 based on the stock price on the grant dates. As of December 31, 2014, 202,723 shares related to the restricted stock granted previously have not been issued. | |||||||||||||||||
Stock Options | |||||||||||||||||
Following is a summary of option activities for the year ended December 31, 2014 and 2013: | |||||||||||||||||
Number of Units | Weighted | Weighted | Aggregate | ||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Outstanding, December 31, 2012 | 2,330,134 | $ | 0.96 | 8.91 | $ | 685,800 | |||||||||||
Granted | 787,450 | 6.62 | 10 | - | |||||||||||||
Cancelled | (1,115,550 | ) | - | - | |||||||||||||
Exercised | (16,650 | ) | 0.78 | - | - | ||||||||||||
Outstanding, December 31, 2013 | 1,985,384 | 3.23 | 8.34 | 5,908,696 | |||||||||||||
Issued | 1,338,100 | 8.86 | 10 | - | |||||||||||||
Exercised | (310,400 | ) | 0.95 | - | - | ||||||||||||
Outstanding, December 31, 2014 | 3,013,084 | 5.98 | 8.35 | 4,728,842 | |||||||||||||
Exercisable, December 31, 2014 | 714,447 | $ | 1.2 | 6.2 | $ | 3,357,044 | |||||||||||
During 2013, the Company granted employees and board members 787,450 options to purchase the Company’s common stock with exercise prices ranging from $3.60 to $6.70, a term of 10 years and vesting over a 4-year period. The fair value of $3.7 million was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.36% - 1.55% (2) expected life of 6 years, (3) expected volatility of 83.32% - 98.45%, and (4) zero expected dividends | |||||||||||||||||
During the year ended December 31, 2013, the Company received gross proceeds of $13,053 for exercise of options for 16,650 shares of the Company’s common stock. | |||||||||||||||||
During the year ended December 31, 2014, the Company granted employees, consultants, and its board members 1,338,100 options to purchase the Company’s common stock with exercise prices ranging from $0.78 to $11.95 and a term of 10 years with vesting over a 4-year period. The options have an aggregated fair value of $8.7 million that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.77% - 2.07% (2) expected life of 6 years, (3) expected volatility of 82.47% - 87.76%, and (4) zero expected dividends. | |||||||||||||||||
During the year ended December 31, 2014, the Company received gross proceeds of $275,153 for exercise of options for 310,400 shares of the Company’s common stock. | |||||||||||||||||
All options issued and outstanding are being amortized over their respective vesting periods. The unrecognized compensation expense at December 31, 2014 and 2013 was $10,213,905 and $3,999,368, respectively. During the years ended December 31, 2014 and 2013, the Company recorded option expense of $2.4 million and $0.3 million, respectively. | |||||||||||||||||
Warrants | |||||||||||||||||
Following is a summary of warrant activities for the year ended December 31, 2014 and 2013: | |||||||||||||||||
Number of Units | Weighted | Weighted | Aggregate | ||||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Outstanding, December 31, 2012 | 12,770,637 | $ | 0.97 | 4.48 | $ | 6,114,768 | |||||||||||
Granted | 329,866 | 7.47 | 6.4 | - | |||||||||||||
Exercised | (2,403,429 | ) | 1.58 | - | - | ||||||||||||
Forfeited | (1,023,784 | ) | - | - | |||||||||||||
Outstanding, December 31, 2013 | 9,673,290 | $ | 1.06 | 4.89 | $ | 47,396,307 | |||||||||||
Granted | 491,928 | 8.33 | 7.9 | - | |||||||||||||
Exercised | (2,501,993 | ) | 0.67 | - | - | ||||||||||||
Forfeited | (29,167 | ) | 6.7 | - | - | ||||||||||||
Outstanding, December 31, 2014 | 7,634,058 | 1.64 | 3.97 | 34,317,224 | |||||||||||||
Exercisable, December 31, 2014 | 7,349,058 | $ | 1.4 | 3.76 | $ | 34,283,224 | |||||||||||
During the year ended December 31, 2013, warrants to purchase 122,000 shares of common stock were granted to service providers at exercise prices ranging from $3.60 to $6.70 per share. These warrants have a term of 7 to 10 years and include (1) Warrants to purchase 72,000 shares of common stock vested immediately and were valued at $177,313 on the grant date; and (2) Warrants to purchase 50,000 shares of common stock vest over a year and were valued at $235,737 on the grant date. The fair value on the grant date was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include (1) discount rate of 1.36% - 1.55%, (2) expected term of 5 years, (3) expected volatility of 91.56%, and (4) zero expected dividends. As of December 31, 2013, unrecognized compensation expense related to the warrants was $226,049. | |||||||||||||||||
During the year ended December 31, 2013, the Company also issued warrants to purchase 138,577 shares of the Company’s common stock to investors and warrants to purchase 69,289 shares of the Company’s common stock to its placement agent in connection with the 2013 Common Stock Offering. | |||||||||||||||||
During the year ended December 31, 2013, 2,403,429 warrants were exercised by the warrant holders. The Company issued 2,336,988 shares of common stock and received gross proceeds of approximately $3.5 million. | |||||||||||||||||
During the year ended December 31, 2014, the Company granted warrants to purchase 137,952 shares of the Company’s common stock to investors and warrants to purchase 68,976 shares of the Company’s common stock to its placement agent in connection with the January 2014 Closing. | |||||||||||||||||
During the year ended December 31, 2014, the Company also granted three consultants warrants to purchase 285,000 shares of the Company’s common stock with exercise prices ranging from $5.55 to $11.66 per share and a term of 10 years. These warrants vest when certain milestones are met. The fair value of the warrants was $2.1 million on the grant date and was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include (1) discount rate of 1.56% - 1.66%, (2) expected term of 5 years, (3) expected volatility of 82.47-87.76%, and (4) zero expected dividends. As of December 31, 2014, unrecognized compensation expense related to the warrants was $1,495,128. | |||||||||||||||||
During the year ended December 31, 2014, 2,501,993 warrants were exercised by the warrant holders. The Company issued 2,336,658 shares of common stock and received gross proceeds of $159,994. | |||||||||||||||||
During the year ended December 31, 2014 and 2013, the Company recorded stock-based compensation related to the warrants of $0.1 million and $0.2 million, respectively. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Income Taxes [Abstract] | |||||||||||||||||
Income Taxes | Note 9 – Income Taxes | ||||||||||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities at December 31, 2014 and 2013 are as follows: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Deferred tax assets: | |||||||||||||||||
Net operating losses | $ | 22,866,340 | $ | 17,884,298 | |||||||||||||
Less: valuation allowance | (22,866,340 | ) | (17,884,298 | ) | |||||||||||||
Deferred tax assets, net | $ | - | $ | - | |||||||||||||
As of December 31, 2014, for U.S. federal income tax reporting purposes, the Company has approximately $67.0 million of unused net operating losses (“NOLs”) available for carry forward to future years. The benefit from the carry forward of such NOLs will begin expiring during the year ended December 31, 2021. Because United States tax laws limit the time during which NOL carry forwards may be applied against future taxable income, the Company may be unable to take full advantage of its NOL for federal income tax purposes should the Company generate taxable income. Further, the benefit from utilization of NOLs carry forwards could be subject to limitations due to material ownership changes that could occur in the Company as it continues to raise additional capital. Based on such limitations, the Company has significant NOLs for which realization of tax benefits is uncertain. | |||||||||||||||||
The difference between the income tax provision and the amount that would result if the U.S. Federal statutory rate of 34% were applied to pre-tax loss for the years ended December 31, 2014 and 2013 are as follows: | |||||||||||||||||
For the years ended | |||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Federal income taxes at 34% | $ | (8,393,753 | ) | (34.00 | )% | $ | (3,663,089 | ) | (34.00 | )% | |||||||
Stock-based compensation | 2,135,414 | 8.65 | % | 163,519 | 1.52 | % | |||||||||||
Change in fair value of derivatives | 750,073 | 3.04 | % | 1,420,993 | 13.19 | % | |||||||||||
Other | 526,224 | 2.13 | % | - | - | % | |||||||||||
Change in valuation allowance | 4,982,042 | 20.18 | % | 2,078,577 | 19.29 | % | |||||||||||
Provision for income tax | $ | - | - | $ | - | - |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events |
On February 11, 2015, the Company completed an underwritten offering of 4,444,444 shares of its common stock and warrants to purchase an aggregate of 3,333,333 shares of its common stock at a price to the public of $4.50 per share. The warrants will be exercisable for a period of 4 years at an exercise price of $6.50 per share. The Company received net proceeds of approximately $18.5 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and excluding the underwriters’ over-allotment option. In addition, the Company granted the underwriters a 30-day option to purchase up to an additional 666,666 shares of common stock and warrants to purchase 499,999 shares of common stock solely to cover over-allotments, if any. The underwriter did not exercise the over-allotment option. | |
On February 18, 2015, the Company granted employees and its board members 456,000 options to purchase the Company’s common stock with exercise price of $3.58 and a term of 10 years with vesting over a 4-year period. The options have an aggregated fair value of $1.0 million that was calculated using the Black-Scholes option-pricing model. Variables used in the Black-Scholes option-pricing model include: (1) discount rate of 1.66% (2) expected life of 6 years, (3) expected volatility of 82.47%, and (4) zero expected dividends. | |
Subsequent to December 31, 2014, the Company issued 891,131 common shares to for cashless exercise of warrants, issued 164,662 shares to consultants in connection with various consulting agreements and issued 10,000 shares to an employee pursuant to an employee agreement. |
Description_of_Business_and_Su1
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Description of Business and Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
Nature of Business | Nature of Business – Actinium Pharmaceuticals, Inc. (the “Company” or “Actinium”) is a biotechnology company committed to developing breakthrough therapies for life threatening diseases using its alpha particle immunotherapy (APIT) platform and other related and similar technologies. Actinium, together with its wholly owned subsidiary, MedActinium, Inc. (MAI), (hereinafter referred to collectively as “Actinium”) initiated collaborative efforts with large institutions to establish the proof of concept of APIT and has supported one Phase 1/2 clinical trial and one Phase 1 clinical trial at Memorial Sloan-Kettering Cancer Center (“MSKCC”) under an MSKCC Physician IND Application. In 2012, Actinium launched a multi-center corporate sponsored trial in acute myeloid leukemia (AML) patients. Actinium’s objective, through research and development, is to produce reliable cancer fighting products which utilize monoclonal antibodies linked with alpha particle emitters or other appropriate payloads to provide very potent targeted therapies. The initial clinical trials of Actinium’s compounds have been with patients having acute myeloid leukemia and it is believed that Actinium’s APIT platform will have wider applicability for different types of cancer where suitable monoclonal antibodies can be found. | ||||||||||||||||
On December 28, 2012, the Company entered into a transaction (the “Share Exchange”), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of Actinium Pharmaceuticals, Inc. (“API”), in exchange for the issuance of approximately 99% of the issued and outstanding common stock, par value $0.01 per share, of the Company. As a result of the Share Exchange, the Company was then considered a holding company operating through API, a clinical-stage biopharmaceutical company developing certain cancer treatments. | |||||||||||||||||
On March 20, 2013, the Company’s subsidiary, Actinium Pharmaceuticals, Inc., changed its name to Actinium Corporation. On April 11, 2013, the Company changed its domicile from the State of Nevada to the State of Delaware and changed its name from Cactus Ventures, Inc. to Actinium Pharmaceuticals, Inc. | |||||||||||||||||
On September 25, 2013, in accordance with a Certificate of Ownership Merging Actinium Corporation into the Actinium Pharmaceuticals, Inc. filed in Delaware, the Company merged (the “Merger”) into itself Actinium Corporation (a 93.7% owned subsidiary), and Actinium Corporation ceased to exist. As a result of the Merger, Actinium Corporation stock owned by the Company was cancelled and each share of Actinium Corporation not owned by the Company was exchanged for 0.333 shares of Company’s common stock. A total of 3,970,137 shares of Actinium Corporation common stock was exchanged for 1,322,055 shares of Company common stock. | |||||||||||||||||
Principles of Consolidation | Principles of Consolidation – The consolidated financial statements include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. | ||||||||||||||||
Use of Estimates in Financial Statement Presentation | Use of Estimates in Financial Statement Presentation – The preparation of these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||||||
Reclassification | Reclassification – Certain prior period amounts have been reclassified to conform to current period presentation. | ||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents – The Company considers all highly liquid accounts with original maturities of three months or less to be cash equivalents. Balances held by the Company are typically in excess of FDIC insured limits. At December 31, 2014 and 2013, all of the Company’s cash was deposited in one bank. | ||||||||||||||||
Property and Equipment | Property and Equipment – Machinery and equipment are recorded at cost and depreciated on a straight-line basis over estimated useful lives of three years. Furniture and fixtures are recorded at cost and depreciated on a straight-line basis over estimated useful lives of three years. When assets are retired or sold, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in operations. Repairs and maintenance expenditures are charged to operations. | ||||||||||||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets – Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable or at a minimum annually during the fourth quarter of the year. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying value to determine if an impairment of such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value. | ||||||||||||||||
Derivatives | Derivatives – All derivatives are recorded at fair value on the balance sheet. Fair values for securities traded in the open market and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates. | ||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments – Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: | ||||||||||||||||
Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. | |||||||||||||||||
Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. | |||||||||||||||||
Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. | |||||||||||||||||
The following tables set forth assets and liabilities measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as of December 31, 2014 and 2013. As required by ASC 820 “Fair Value Measurements and Disclosures”, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Derivative liabilities: | |||||||||||||||||
At December 31, 2014 | - | - | $ | 6,709,911 | $ | 6,709,911 | |||||||||||
At December 31, 2013 | - | - | 6,707,255 | 6,707,255 | |||||||||||||
Income Taxes | Income Taxes – The Company uses the asset and liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and income tax carrying amounts of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred tax asset will be fully realized. A valuation allowance, if necessary, is provided against deferred tax assets, based upon management’s assessment as to their realization. | ||||||||||||||||
Research and Development Costs | Research and Development Costs – Research and development costs are expensed as incurred. Research and development reimbursements and grants are recorded by the Company as a reduction of research and development costs. For the years ended December 31, 2014, and 2013, the Company incurred $12,267,313 and $3,109,331 of research and development costs, respectively. | ||||||||||||||||
Share-Based Payments | Share-Based Payments – The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes option pricing model. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates. Previously recognized compensation costs may be adjusted to reflect the actual forfeiture rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital. | ||||||||||||||||
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share – The Company calculates net loss per common share in accordance with ASC 260 “Earnings Per Share” (“ASC 260”). Basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. The Company’s potentially dilutive shares, which include outstanding common stock options and warrants have not been included in the computation of diluted net loss per share for all periods as the result would be anti-dilutive. | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Options | 3,013,084 | 1,985,384 | |||||||||||||||
Warrants | 7,634,058 | 9,673,290 | |||||||||||||||
Total | 10,647,142 | 11,658,674 | |||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements – In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-10, Development Stage Entities. The amendments in this Update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows, and shareholder’s equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. Finally, the amendments also remove paragraph 810-10-15-16, which states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity (VIE) if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments. Under the amendments, all entities within the scope of the Variable Interest Entities Subsections of Subtopic 810-10, Consolidation—Overall, would be required to evaluate whether the total equity investment at risk is sufficient using the guidance provided in paragraphs 810-10-25-45 through 25-47, which requires both qualitative and quantitative evaluations. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein, and early adoption is required. The Company evaluated and adopted ASU 2014-10 at June 30, 2014. | ||||||||||||||||
In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-12, Compensation- Stock Compensation. The amendments in this update apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the effects of ASU 2014-12 on the consolidated financial statements. | |||||||||||||||||
In August 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-15, Presentation of Financial Statements - Going Concern. The Update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently evaluating the effects of ASU 2014-15 on the consolidated financial statements. | |||||||||||||||||
Subsequent Events | Subsequent Events – The Company’s management reviewed all material events through the date of the consolidated financial statements were issued for subsequent event disclosure consideration. See Note 9. | ||||||||||||||||
Description_of_Business_and_Su2
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Description of Business and Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||
Summary of set forth liabilities measured at fair value on a recurring basis | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Derivative liabilities: | |||||||||||||||||
At December 31, 2014 | - | - | $ | 6,709,911 | $ | 6,709,911 | |||||||||||
At December 31, 2013 | - | - | 6,707,255 | 6,707,255 | |||||||||||||
Schedule of antidilutive securities excluded from computation of earnings per share | December 31, | December 31, | |||||||||||||||
2014 | 2013 | ||||||||||||||||
Options | 3,013,084 | 1,985,384 | |||||||||||||||
Warrants | 7,634,058 | 9,673,290 | |||||||||||||||
Total | 10,647,142 | 11,658,674 |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Related Party Transactions [Abstract] | |||||
Summary of activities related to related party | |||||
Milestones | Payments | ||||
(1) filing of an New Drug Application (“NDA”) or regulatory approval for each licensed product | $ | 750,000 | |||
(2) upon the receipt of regulatory approval from the U.S. FDA for each licensed product | 1,750,000 | ||||
Prepaid_Expenses_and_Other_Cur1
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Prepaid Expenses and Other Current Assets [Abstract] | |||||||||
Summary of prepaid expenses and other current assets | December 31, | December 31, | |||||||
2014 | 2013 | ||||||||
Security deposit | $ | 11,350 | $ | 5,750 | |||||
Prepaid insurance | 368,223 | 157,825 | |||||||
Other prepaid expenses | 320,278 | 54,814 | |||||||
$ | 699,851 | $ | 218,389 | ||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property and Equipment [Abstract] | |||||||||||||
Summary of property and equipment | December 31, | December 31, | |||||||||||
Lives | 2014 | 2013 | |||||||||||
Lab equipment | 3 years | $ | 108,713 | $ | - | ||||||||
Office equipment | 3 years | 58,455 | 15,480 | ||||||||||
Less: accumulated depreciation | (39,468 | ) | (1,560 | ) | |||||||||
Property and equipment, net | $ | 127,700 | $ | 13,920 |
Derivatives_Tables
Derivatives (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Derivatives [Abstract] | |||||||||
Schedule of derivative warrant instruments activity | Shares subject to warrants | Fair Value | |||||||
Balance, December 31, 2012 | 5,146,338 | $ | 3,574,958 | ||||||
Transfer from liability to equity classification | (3,177,715 | ) | (1,047,095 | ) | |||||
Change in fair value | - | 4,179,392 | |||||||
Balance, December 31, 2013 | 1,968,623 | $ | 6,707,255 | ||||||
Transfer from liability to equity classification | (319,294 | ) | (2,203,443 | ) | |||||
Change in fair value | - | 2,206,099 | |||||||
Balance, December 31, 2014 | 1,649,329 | $ | 6,709,911 | ||||||
Summary of fair values of derivative warrants on basis of valuation model | December 31, | December 31, | |||||||
2014 | 2013 | ||||||||
Market value of common stock on measurement date (1) | $ | 5.89 | $ | 5.89 | |||||
Adjusted exercise price | $ | 2.48 | $ | 2.48 | |||||
Risk free interest rate (2) | 1.1 | % | 1.27 | % | |||||
Warrant lives in years | 3.0 years | 0.5 years | |||||||
Expected volatility (3) | 71 | % | 73 | % | |||||
Expected dividend yield (4) | - | - | |||||||
Probability of stock offering in any period over 5 years (5) | 100 | % | 25 | % | |||||
Offering price (6) | $ | 4.5 | $ | 9 | |||||
-1 | The market value of common stock at the above measurement dates is based on the Company’s trading price quoted on the OTC Markets for December 31, 2013 and on the NYSE MKT for December 31, 2014. | ||||||||
-2 | The risk-free interest rate was determined by management using the Treasury Bill as of the respective measurement date. | ||||||||
-3 | Because the Company does not have adequate trading history to determine its historical trading volatility, the volatility factor was estimated by management using the historical volatilities of comparable companies in the same industry and region. | ||||||||
-4 | Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. | ||||||||
-5 | Management determines the probability of future stock offering at each evaluation date. | ||||||||
-6 | Represents the estimated offering price in future offerings as determined by management. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies [Abstract] | |||||
Summary of milestone payment | Milestones | Payments | |||
(1) when Company initiates a Phase I Clinical Trial of a licensed product | $ | 750,000 | |||
(2) when Company initiates a Phase II Clinical Trial of a licensed product | 750,000 | ||||
(3) when Company initiates a Phase III Clinical Trial of a licensed product | 1,500,000 | ||||
(4) Biological License Application filing with U.S. FDA | 1,750,000 | ||||
(5) First commercial sale | 1,500,000 | ||||
(6) after the first $10,000,000 in net sales | 1,500,000 | ||||
Schedule of future minimum obligations on the lease | |||||
For the year ending December 31, | |||||
2015 | $ | 109,410 | |||
2016 | 84,011 | ||||
193,421 | |||||
Equity_Tables
Equity (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Warrants [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Summary of option activities | Number of Units | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Outstanding, December 31, 2012 | 12,770,637 | $ | 0.97 | 4.48 | $ | 6,114,768 | |||||||||||
Granted | 329,866 | 7.47 | 6.4 | - | |||||||||||||
Exercised | (2,403,429 | ) | 1.58 | - | - | ||||||||||||
Forfeited | (1,023,784 | ) | - | - | |||||||||||||
Outstanding, December 31, 2013 | 9,673,290 | $ | 1.06 | 4.89 | $ | 47,396,307 | |||||||||||
Granted | 491,928 | 8.33 | 7.9 | - | |||||||||||||
Exercised | (2,501,993 | ) | 0.67 | - | - | ||||||||||||
Forfeited | (29,167 | ) | 6.7 | - | - | ||||||||||||
Outstanding, December 31, 2014 | 7,634,058 | 1.64 | 3.97 | 34,317,224 | |||||||||||||
Exercisable, December 31, 2014 | 7,349,058 | $ | 1.4 | 3.76 | $ | 34,283,224 | |||||||||||
Stock Options [Member] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Summary of option activities | Number of Units | Weighted | Weighted | Aggregate | |||||||||||||
Average | Average | Intrinsic | |||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term | |||||||||||||||||
(in years) | |||||||||||||||||
Outstanding, December 31, 2012 | 2,330,134 | $ | 0.96 | 8.91 | $ | 685,800 | |||||||||||
Granted | 787,450 | 6.62 | 10 | ||||||||||||||
Cancelled | (1,115,550 | ) | |||||||||||||||
Exercised | (16,650 | ) | 0.78 | ||||||||||||||
Outstanding, December 31, 2013 | 1,985,384 | 3.23 | 8.34 | 5,908,696 | |||||||||||||
Issued | 1,338,100 | 8.86 | 10 | - | |||||||||||||
Exercised | (310,400 | ) | 0.95 | - | - | ||||||||||||
Outstanding, December 31, 2014 | 3,013,084 | 5.98 | 8.35 | 4,728,842 | |||||||||||||
Exercisable, December 31, 2014 | 714,447 | $ | 1.2 | 6.2 | $ | 3,357,044 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Income Taxes [Abstract] | |||||||||||||||||
Components of deferred tax assets and liabilities | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Deferred tax assets: | |||||||||||||||||
Net operating losses | $ | 22,866,340 | $ | 17,884,298 | |||||||||||||
Less: valuation allowance | (22,866,340 | ) | (17,884,298 | ) | |||||||||||||
Deferred tax assets, net | $ | - | $ | - | |||||||||||||
Schedule of difference between the income tax provision and the U.S. Federal statutory rate | |||||||||||||||||
For the years ended | |||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||
Federal income taxes at 34% | $ | (8,393,753 | ) | (34.00 | )% | $ | (3,663,089 | ) | (34.00 | )% | |||||||
Stock-based compensation | 2,135,414 | 8.65 | % | 163,519 | 1.52 | % | |||||||||||
Change in fair value of derivatives | 750,073 | 3.04 | % | 1,420,993 | 13.19 | % | |||||||||||
Other | 526,224 | 2.13 | % | - | - | % | |||||||||||
Change in valuation allowance | 4,982,042 | 20.18 | % | 2,078,577 | 19.29 | % | |||||||||||
Provision for income tax | $ | - | - | $ | - | - |
Description_of_Business_and_Su3
Description of Business and Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Summary of liabilities measured at fair value on a recurring basis | ||
Derivative liability | $6,709,911 | $6,707,255 |
Level 1 [Member] | ||
Summary of liabilities measured at fair value on a recurring basis | ||
Derivative liability | ||
Level 2 [Member] | ||
Summary of liabilities measured at fair value on a recurring basis | ||
Derivative liability | ||
Level 3 [Member] | ||
Summary of liabilities measured at fair value on a recurring basis | ||
Derivative liability | $6,709,911 | $6,707,255 |
Description_of_Business_and_Su4
Description of Business and Summary of Significant Accounting Policies (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 10,647,142 | 11,658,674 |
Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,013,084 | 1,985,384 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 7,634,058 | 9,673,290 |
Description_of_Business_and_Su5
Description of Business and Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 28, 2012 | Sep. 25, 2013 | |
pures | ||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||
Common stock, par value | $0.00 | $0.00 | ||
Research and development costs | $12,267,313 | $3,109,331 | ||
Machinery and equipment [Member] | ||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||
Estimated useful lives | Three years | |||
Furniture and fixtures [Member] | ||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||
Estimated useful lives | Three years | |||
Actinium [Member] | ||||
Description of Business and Summary of Significant Accounting Policies (Textual) | ||||
Percentage of ownership interest acquired by company | 100.00% | 93.70% | ||
Common Stock issuable in consideration for equity interest acquisition | 99.00% | |||
Common stock, par value | $0.01 | |||
Shares received by each API shareholder of Actinium common stock for each API share exchanged | 0.333 | |||
Common stock shares | 3,970,137 | |||
Common stock shares exchanged | 1,322,055 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (Memorial Sloan Kettering Cancer Center [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
New Drug Application [Member] | |
Summary of milestone payments related to related party | |
Milestones payments | $750,000 |
Receipt of Regulatory Approval From U.S. FDA [Member] | |
Summary of milestone payments related to related party | |
Milestones payments | $1,750,000 |
Related_Party_Transactions_Det1
Related Party Transactions (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 6 Months Ended | 0 Months Ended | |||
Jul. 10, 2014 | Mar. 24, 2014 | Apr. 28, 2014 | Dec. 31, 2014 | Dec. 09, 2013 | Aug. 07, 2012 | Dec. 31, 2013 | Jun. 30, 2014 | Sep. 04, 2013 | Jan. 31, 2014 | Dec. 31, 2012 | Mar. 27, 2012 | |
Related Party Transactions (Textual) | ||||||||||||
Placement agent services fees | $455,108 | |||||||||||
Common stock exercise price per share | $9 | |||||||||||
Amount paid to placement agent | 75,000 | |||||||||||
Common stock sold, Shares | 157,123 | 500 | ||||||||||
Common stock, par value | $0.00 | $0.00 | ||||||||||
Aggregate offering amount of securities sold to investors | The Company will pay MLV in cash, upon the sale of common stock pursuant to the Sales Agreement, an amount equal to 3.0% of the gross proceeds from the sale of common stock. On April 28, 2014, the Company issued 500 shares and received net proceeds of $6,000 under the Sales Agreement with MLV. | |||||||||||
Placement agent [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Placement agent services fees | 397,303 | 399,103 | ||||||||||
Warrants issued to purchase common stock, shares | 68,976 | 69,289 | ||||||||||
Common stock exercise price per share | $9 | |||||||||||
Description of receivables of placement agent for services | Agreement entered in on December 9, 2013 had similar terms as the 2012 agreement, including a cash fee equal to 10% of the gross proceeds raised, a non-accountable expense reimbursement equal to 2% of the gross proceeds raised and warrants to purchase shares of the Company's Common Stock | Placement agent received (a) a cash fee equal to 10% of the gross proceeds raised in the 2012 Common Stock Offering, (b) a non-accountable expense reimbursement equal to 2% of the gross proceeds raised in the 2012 Common Stock Offering, and (c) reimbursement of $100,000 for legal expenses incurred by the placement agent. | ||||||||||
Description of warrants receivables by placement | Warrants to purchase shares of the Company's Common Stock in an amount equal to 10% of the shares of common stock issued or issuable | The placement agent or its designees also received warrants to purchase shares of the Company's Common Stock in an amount equal to 10% of the shares of common stock issued as part of the units sold in the 2012 Common Stock Offering and the shares of Common Stock issuable upon exercise of the B warrants included in such units. | ||||||||||
Period of exercise of warrants | 5 years | Within 6 months of the final closing of the 2012 common stock Offering | ||||||||||
Percentage of solicitation fee | 5.00% | |||||||||||
Monthly fee for financial advisory services | 25,000 | 25,000 | ||||||||||
Description of additional receivable by placement agent | The agreement also provides that (i) if the Company consummates any merger, acquisition, business combination or other transaction (other than the Share Exchange) with any party introduced to it by the placement agent, the placement agent would receive a fee equal to 10% of the aggregate consideration in such transactions, and (ii) if, within a period of 12 months after termination of the advisory services described above, the Company requires a financing or similar advisory transaction the placement agent will have the right to act as the Company's financial advisor and investment banker in such financing or transaction pursuant to a set fee schedule set forth in the August 7, 2012 engagement agreement. | |||||||||||
Repayment of amount paid to placement agent | 25,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Common stock sold, Shares | 2,336,658 | 2,336,988 | ||||||||||
Common Stock [Member] | Placement agent [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $6 | |||||||||||
Warrant [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Warrants issued to purchase common stock, shares | 122,000 | |||||||||||
Sale of Stock, Price Per Share | $9 | |||||||||||
IPO [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Other expenses | 125,000 | |||||||||||
Common stock sold, Shares | 1,827,123 | 1,670,000 | ||||||||||
Auditor Fees | 72,000 | |||||||||||
Common stock, par value | $0.00 | |||||||||||
Sale of Stock, Price Per Share | $7.50 | $7.50 | ||||||||||
MSKCC [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Royalty description | Under the agreement, the Company shall pay to MSKCC on a country-by-country basis a royalty of 2% of net sales of all licensed products until the later of: (1) 10 years from the first commercial sale, or (2) when the patents expire. | |||||||||||
MSKCC [Member] | Clinical Trial Agreement [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Maintenance fees | 189,537 | 81,185 | ||||||||||
Amount paid to each patient after Completing clinical trial | 31,185 | |||||||||||
Start-up fee for clinical trial | 79,623 | |||||||||||
Other expenses | 62,370 | 0 | ||||||||||
SKI [Member] | License, Development and Commercialization Agreement [Member] | ||||||||||||
Related Party Transactions (Textual) | ||||||||||||
Amount owed under agreement from 2011 to 2014 | 815,100 | |||||||||||
Maintenance fees | $184,556 | $232,730 |
Prepaid_Expenses_and_Other_Cur2
Prepaid Expenses and Other Current Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Security deposit | $11,350 | $5,750 |
Prepaid insurance | 368,223 | 157,825 |
Other prepaid expenses | 320,278 | 54,814 |
Prepaid expenses and other current assets | $699,851 | $218,389 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of property and equipment | ||
Less: accumulated depreciation | ($39,468) | ($1,560) |
Property and equipment, net | 127,700 | 13,920 |
Lab equipment [Member] | ||
Summary of property and equipment | ||
Useful Lives | 3 years | |
Property, Plant and Equipment, Gross | 108,713 | |
Office equipment [Member] | ||
Summary of property and equipment | ||
Useful Lives | 3 years | |
Property, Plant and Equipment, Gross | $58,455 | $15,480 |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property and Equipment (Textual) | ||
Depreciation expense | $37,908 | $1,560 |
Loss on disposition of equipment | $4,122 |
Note_Payable_Details
Note Payable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 28, 2014 | Oct. 25, 2014 | Dec. 28, 2013 |
Note Payable (Textual) | |||||
Outstanding balance related to premium finance agreements | $283,552 | $157,825 | |||
Premium Finance Agreement [Member] | |||||
Note Payable (Textual) | |||||
Notes payable | 244,493 | 43,075 | 157,825 | ||
Amount required to pay in monthly installment | 27,614 | 4,882 | 15,995 | ||
Premium finance agreement principal amount | $4,882 | $157,825 |
Derivatives_Details
Derivatives (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of derivative warrant instruments activity | ||
Beginning balance, Shares subject to warrants | 1,968,623 | 5,146,338 |
Transfer from liability to equity classification | ($319,294) | ($3,177,715) |
Ending Balance, Shares subject to warrants | 1,649,329 | 1,968,623 |
Beginning balance, Fair Value | 6,707,255 | 3,574,958 |
Transfer from liability classification to equity classification, Fair Value | -2,203,443 | -1,047,095 |
Change in fair value | 2,206,099 | 4,179,392 |
Balance, Fair Value | $6,709,911 | $6,707,255 |
Derivatives_Details_1
Derivatives (Details 1) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | |||
Summary of fair values of derivative warrants on basis of valuation model | ||||
Market value of common stock on measurement date (1) | $5.89 | [1] | $5.89 | [1] |
Adjusted exercise price | $2.48 | $2.48 | ||
Risk free interest rate (2) | 1.10% | [2] | 1.27% | [2] |
Warrant lives in years | 3 years | 6 months | ||
Expected volatility (3) | 71.00% | [3] | 73.00% | [3] |
Expected dividend yield (4) | [4] | [4] | ||
Probability of stock offering in any period over 5 years (5) | 100.00% | [5] | 25.00% | [5] |
Offering price (6) | $4.50 | [6] | $9 | [6] |
[1] | The market value of common stock at the above measurement dates is based on the Company's trading price quoted on the OTC Markets for December 31, 2013 and on the NYSE MKT for December 31, 2014. | |||
[2] | The risk-free interest rate was determined by management using the Treasury Bill as of the respective measurement date. | |||
[3] | Because the Company does not have adequate trading history to determine its historical trading volatility, the volatility factor was estimated by management using the historical volatilities of comparable companies in the same industry and region. | |||
[4] | Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. | |||
[5] | Management determines the probability of future stock offering at each evaluation date. | |||
[6] | Represents the estimated offering price in future offerings as determined by management. |
Derivatives_Details_Textual
Derivatives (Details Textual) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | |||
Derivatives (Textual) | ||||
Expected dividend yield | [1] | [1] | ||
Warrant [Member] | ||||
Derivatives (Textual) | ||||
Number of warrants exercised | 2,501,993 | |||
Derivative warrants | 319,294 | |||
Fair value of warrants | 2,203,443 | 1,047,095 | ||
[1] | Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (Abbview Biotherapeutics Corp [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Phase I Clinical Trial of a licensed product [Member] | |
Summary of milestone payment | |
Milestones payments | $750,000 |
Phase II Clinical Trial of a licensed product [Member] | |
Summary of milestone payment | |
Milestones payments | 750,000 |
Phase III Clinical Trial of a licensed product [Member] | |
Summary of milestone payment | |
Milestones payments | 1,500,000 |
Biological License Application filing with U.S. FDA [Member] | |
Summary of milestone payment | |
Milestones payments | 1,750,000 |
First Commercial Sale [Member] | |
Summary of milestone payment | |
Milestones payments | 1,500,000 |
After First Net Sales [Member] | |
Summary of milestone payment | |
Milestones payments | $1,500,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 1) (USD $) | Dec. 31, 2014 |
Operating leases future minimum payments | |
2015 | $109,410 |
2016 | 84,011 |
Total | $193,421 |
Commitments_and_Contingencies_3
Commitments and Contingencies (Details Textual) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 27, 2014 | Sep. 30, 2014 | 16-May-13 | Oct. 22, 2012 | Aug. 06, 2012 | Dec. 31, 2007 | Dec. 31, 2012 | Jun. 15, 2012 | Aug. 28, 2012 | Jun. 20, 2014 | Jul. 31, 2013 | |
patients | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Research recorded fees | $12,267,313 | $3,109,331 | |||||||||||
Total project estimated to cost | 800,000 | ||||||||||||
Research and development costs | 700,000 | ||||||||||||
Security deposit | 34,733 | ||||||||||||
Letter of credit | 34,733 | ||||||||||||
Manufacturing Agreement [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Project estimated cost for clinical trials of drug Ac-225-HuM195 | 2,200,000 | 3,300,000 | |||||||||||
Non - refundable institutional fee | 562,790 | ||||||||||||
Research and development costs | 662,239 | ||||||||||||
Einstein [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Total project estimated to cost | 183,391 | ||||||||||||
Research and development costs | 92,000 | ||||||||||||
Abbview Biotherapeutics Corp [Member] | Product Development and Patent License Agreement [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
License fee payment | 3,000,000 | ||||||||||||
Milestones payments | 7,750,000 | ||||||||||||
Description of royalty payment | Company shall pay to AbbVie Biotherapeutics Corp on a country-by-country basis a royalty of 12% of net sales of all licensed products until the later of: (1) 12.5 years after the first commercial sale, or (2) when the patents expire. | ||||||||||||
Royalty of net sales percentage | 12.00% | ||||||||||||
First commercial sale period | 12 years 6 months | ||||||||||||
Abbview Biotherapeutics Corp [Member] | After First Net Sales [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Milestones payments | 1,500,000 | ||||||||||||
Abbview Biotherapeutics Corp [Member] | Phase I Clinical Trial of a licensed product [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Milestones payments | 750,000 | ||||||||||||
Abbott Biotherapeutics Corp [Member] | After First Net Sales [Member] | Product Development and Patent License Agreement [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Net sales in milestones payment | 10,000,000 | ||||||||||||
Abbott Biotherapeutics Corp [Member] | Phase I Clinical Trial of a licensed product [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Milestones payments | 750,000 | ||||||||||||
Aptiv Solutions [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Project estimated cost for clinical trials of drug Ac-225-HuM195 | 2,200,000 | 2,200,000 | 2,200,000 | ||||||||||
Down payment of project estimated cost percentage | 12.50% | ||||||||||||
Down payment for project | 1,900,000 | 239,000 | 239,000 | ||||||||||
Total project estimated to cost | 2,700,000 | ||||||||||||
Research and development costs | 388,000 | 270,000 | |||||||||||
Fred Hutchinson Cancer Research Center [Member] | license and sponsored research agreement [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Milestones payments | 1,000,000 | ||||||||||||
Description of royalty payment | Royalty payments of 2% of net sales will be due to FHCRC. | ||||||||||||
Royalty of net sales percentage | 2.00% | ||||||||||||
Fund for Fred Hutchinson Cancer Research Center lab ( Per year for the first two years ) | 150,000 | ||||||||||||
Fund for Fred Hutchinson Cancer Research Center lab ( thereafter ) | 250,000 | ||||||||||||
Research recorded fees | 222,000 | 75,000 | |||||||||||
Fred Hutchinson Cancer Research Center [Member] | Maximum [Member] | license and sponsored research agreement [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Clinical trial cost for approval of food and drug administration | 23,500,000 | ||||||||||||
Fred Hutchinson Cancer Research Center [Member] | Minimum [Member] | license and sponsored research agreement [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Clinical trial cost for approval of food and drug administration | 13,200,000 | ||||||||||||
University of Texas M.D. Anderson Cancer Center [Member] | Clinical Trial Agreement [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Number of Patients | 24 | ||||||||||||
Amount paid to each patient after Completing clinical trial | 500,000 | 34,383 | |||||||||||
Start-up fee for clinical trial | 33,946 | ||||||||||||
Start-up due cost paid date | 31-Dec-13 | ||||||||||||
Non - refundable institutional fee | 14,500 | ||||||||||||
Research recorded fees | 102,000 | ||||||||||||
Johns Hopkins University [Member] | Clinical Trial Agreement [Member] | |||||||||||||
Commitments and Contingencies (Textual) | |||||||||||||
Amount paid to each patient after Completing clinical trial |
Equity_Details
Equity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrant [Member] | ||
Summary of stock option activities | ||
Number of Units, Beginning balance | 9,673,290 | 12,770,637 |
Granted | 491,928 | 329,866 |
Exercised | -2,501,993 | -2,403,429 |
Cancellation and Forfeited | -29,167 | -1,023,784 |
Number of Units, Ending Balance | 7,634,058 | 9,673,290 |
Exercisable | 7,349,058 | |
Weighted Average Exercise Price, Beginning balance | $1.06 | $0.97 |
Weighted Average Exercise Price, granted | $8.33 | $7.47 |
Weighted Average Exercise Price, exercised | $0.67 | $1.58 |
Weighted Average Exercise Price, forfeited | $6.70 | |
Weighted Average Exercise Price, Ending Balance | $1.64 | $1.06 |
Weighted Average Exercise Price, Exercisable | $1.40 | |
Weighted Average Remaining Contractual Term (in years), Outstanding, Beginning balance | 4 years 10 months 21 days | 4 years 5 months 23 days |
Weighted Average Remaining Contractual Term (in years), Issued | 7 years 10 months 24 days | 6 years 4 months 24 days |
Weighted Average Remaining Contractual Term (in years), Outstanding, Ending balance | 3 years 11 months 19 days | 4 years 10 months 21 days |
Weighted Average Remaining Contractual Term (in years), Exercisable | 3 years 9 months 4 days | |
Aggregate Intrinsic Value, Beginning balance | $47,396,307 | $6,114,768 |
Aggregate Intrinsic Value, Exercised | ||
Aggregate Intrinsic Value, Ending Balance | 34,317,224 | 47,396,307 |
Aggregate Intrinsic Value, Exercisable | 34,283,224 | |
Stock Options [Member] | ||
Summary of stock option activities | ||
Number of Units, Beginning balance | 1,985,384 | 2,330,134 |
Granted | 1,338,100 | 787,450 |
Exercised | -310,400 | -16,650 |
Cancellation and Forfeited | -1,115,550 | |
Number of Units, Ending Balance | 3,013,084 | 1,985,384 |
Exercisable | 714,447 | |
Weighted Average Exercise Price, Beginning balance | $3.23 | $0.96 |
Weighted Average Exercise Price, granted | $8.86 | $6.62 |
Weighted Average Exercise Price, exercised | $0.95 | $0.78 |
Weighted Average Exercise Price, Ending Balance | $5.98 | $3.23 |
Weighted Average Exercise Price, Exercisable | $1.20 | |
Weighted Average Remaining Contractual Term (in years), Outstanding, Beginning balance | 8 years 4 months 2 days | 8 years 10 months 28 days |
Weighted Average Remaining Contractual Term (in years), Issued | 10 years | 10 years |
Weighted Average Remaining Contractual Term (in years), Outstanding, Ending balance | 8 years 4 months 6 days | 8 years 4 months 2 days |
Weighted Average Remaining Contractual Term (in years), Exercisable | 6 years 2 months 12 days | |
Aggregate Intrinsic Value, Beginning balance | 5,908,696 | 685,800 |
Aggregate Intrinsic Value, Exercised | ||
Aggregate Intrinsic Value, Ending Balance | 4,728,842 | 5,908,696 |
Aggregate Intrinsic Value, Exercisable | $3,357,044 |
Equity_Details_Textual
Equity (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 9 Months Ended | 1 Months Ended | ||||
Jul. 10, 2014 | Mar. 24, 2014 | Dec. 27, 2013 | Apr. 28, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jan. 31, 2014 | |||
Equity (Textual) | |||||||||||
Fair value assumptions, risk free interest rate | 1.10% | [1] | 1.27% | [1] | |||||||
Fair value assumptions, expected volatility rate | 71.00% | [2] | 73.00% | [2] | |||||||
Fair value assumptions, expected term | 3 years | 6 months | |||||||||
Fair value assumptions, expected dividend rate | [3] | [3] | |||||||||
Issuance of common stock from exercise of options | $275,153 | $13,053 | |||||||||
Expense related to common stock granted | 2,400,000 | 300,000 | |||||||||
Unrecognized compensation expense | 10,213,905 | 3,999,368 | |||||||||
Net proceeds from the public offering | 12,525,000 | ||||||||||
Common stock, par value | $0.00 | $0.00 | |||||||||
Common stock issued, shares | 157,123 | 500 | |||||||||
Proceeds from common stock issued | 3,325,860 | 6,000 | |||||||||
Underwriting discount | 2,883,257 | ||||||||||
Underwriting agreement description | Investors agreed to purchase (i) an aggregate of 554,310 shares (the “Shares”) of common stock at $6.00 per share and (ii) five-year warrants to purchase an aggregate of 138,577 shares of common stock at an exercise price of $9.00 per share. The Company received $3,325,860 in gross proceeds from the sale of securities. | ||||||||||
Fair value adjustment | 2,100,000 | ||||||||||
Registration statement description | This Registration Statement contained two prospectuses: (i) a base prospectus which covers the offering, issuance and sale by the Company of up to $200,000,000 of its common stock, preferred stock, warrants and/or units; and (ii) a sales agreement prospectus covering the offering, issuance and sale by us of up to a maximum aggregate offering price of $75,000,000 of its common stock that may be issued and sold under a sales agreement (the "Sales Agreement") with MLV & Co. LLC ("MLV") dated March 24, 2014. | ||||||||||
Maximum offering price | 75,000,000 | ||||||||||
Aggregate offering amount of securities sold to investors | The Company will pay MLV in cash, upon the sale of common stock pursuant to the Sales Agreement, an amount equal to 3.0% of the gross proceeds from the sale of common stock. On April 28, 2014, the Company issued 500 shares and received net proceeds of $6,000 under the Sales Agreement with MLV. | ||||||||||
Proceeds from the sale of common stock | 15,435,305 | 2,883,257 | |||||||||
Investor [Member] | |||||||||||
Equity (Textual) | |||||||||||
Warrants issued to purchase common stock, shares | 137,952 | ||||||||||
Consultant [Member] | |||||||||||
Equity (Textual) | |||||||||||
Fair value assumptions, expected term | 10 years | ||||||||||
Warrants issued to purchase common stock, shares | 285,000 | ||||||||||
Consultant [Member] | Minimum [Member] | |||||||||||
Equity (Textual) | |||||||||||
Exercise price of warrants | $5.55 | ||||||||||
Consultant [Member] | Maximum [Member] | |||||||||||
Equity (Textual) | |||||||||||
Exercise price of warrants | $11.66 | ||||||||||
2013 Stock Plan [Member] | |||||||||||
Equity (Textual) | |||||||||||
Number of additional shares authorized | 5,750,000 | ||||||||||
2013 Stock Plan [Member] | Employees, consultants and board members [Member] | |||||||||||
Equity (Textual) | |||||||||||
Number of stock option granted | 2,750,000 | ||||||||||
Award expiration date | 9-Sep-23 | ||||||||||
2013 Equity Incentive Plan [Member] | |||||||||||
Equity (Textual) | |||||||||||
Number of additional shares authorized | 1,000,000 | ||||||||||
2013 Equity Incentive Plan [Member] | Employees, consultants and board members [Member] | |||||||||||
Equity (Textual) | |||||||||||
Number of stock option granted | 450,000 | ||||||||||
Award expiration date | 9-Sep-23 | ||||||||||
Placement agent [Member] | |||||||||||
Equity (Textual) | |||||||||||
Warrants issued to purchase common stock, shares | 68,976 | 69,289 | |||||||||
Private Placement [Member] | |||||||||||
Equity (Textual) | |||||||||||
Issuance of common stock from exercise of options | 2,873,557 | ||||||||||
Proceeds from issuance of warrants | 3,300,000 | ||||||||||
Placement agent cash fees | 395,000 | ||||||||||
Placement agent attorney fees | 40,000 | ||||||||||
Warrant [Member] | |||||||||||
Equity (Textual) | |||||||||||
Fair value of warrants determined utilizing the Black-Scholes option pricing model | 600,000 | ||||||||||
Fair value assumptions, expected volatility rate | 91.56% | ||||||||||
Fair value assumptions, expected term | 5 years | 5 years | |||||||||
Fair value assumptions, expected dividend rate | 0.00% | 0.00% | |||||||||
Warrants issued to purchase common stock, shares | 122,000 | ||||||||||
Expense related to common stock granted | 100,000 | 200,000 | 0 | ||||||||
Unrecognized compensation expense | 1,495,128 | 226,049 | |||||||||
Price per share | $9 | ||||||||||
Warrants exercised by warrant holders | 2,501,993 | 2,403,429 | |||||||||
Warrants to purchase common stock shares | 72,000 | ||||||||||
Warrant to purchase common stock vested, value | 177,313 | ||||||||||
Warrants to purchase common stock expected to vest, shares | 50,000 | ||||||||||
Warrants to purchase common stock expected to vest, value | 235,737 | ||||||||||
Warrant [Member] | Minimum [Member] | |||||||||||
Equity (Textual) | |||||||||||
Exercise price of warrants | $3.60 | ||||||||||
Fair value assumptions, expected volatility rate | 82.90% | ||||||||||
Fair value assumptions, expected discount rate | 1.56% | 1.36% | |||||||||
Term of warrants | 7 years | ||||||||||
Warrant [Member] | Maximum [Member] | |||||||||||
Equity (Textual) | |||||||||||
Exercise price of warrants | $6.70 | ||||||||||
Fair value assumptions, expected volatility rate | 87.80% | ||||||||||
Fair value assumptions, expected discount rate | 1.66% | 1.55% | |||||||||
Term of warrants | 10 years | ||||||||||
Common Stock [Member] | |||||||||||
Equity (Textual) | |||||||||||
Common stock issued, shares | 2,336,658 | 2,336,988 | |||||||||
Proceeds from common stock issued | 159,994 | ||||||||||
Proceeds from the sale of common stock | 3,500,000 | ||||||||||
Common Stock [Member] | Placement agent [Member] | |||||||||||
Equity (Textual) | |||||||||||
Fair value of warrants determined utilizing the Black-Scholes option pricing model | 400,000 | 200,000 | |||||||||
Exercise price of warrants | $6 | ||||||||||
Fair value assumptions, risk free interest rate | 0.07% | ||||||||||
Fair value assumptions, expected volatility rate | 84.06% | ||||||||||
Fair value assumptions, expected term | 5 years | ||||||||||
Fair value assumptions, expected dividend rate | 0.00% | ||||||||||
Common Stock [Member] | Laidlaw and Co [Member] | Placement agent [Member] | |||||||||||
Equity (Textual) | |||||||||||
Fair value of warrants determined utilizing the Black-Scholes option pricing model | 300,000 | ||||||||||
Exercise price of warrants | $9 | ||||||||||
Fair value assumptions, risk free interest rate | 1.64% | ||||||||||
Fair value assumptions, expected volatility rate | 88.00% | ||||||||||
Fair value assumptions, expected term | 5 years | ||||||||||
Fair value assumptions, expected dividend rate | 0.00% | ||||||||||
Warrants issued to purchase common stock, shares | 68,976 | ||||||||||
Restricted Stock [Member] | Employees, consultants and board members [Member] | |||||||||||
Equity (Textual) | |||||||||||
Number of shares of restricted stock, granted | 633,041 | 312,500 | |||||||||
Restricted stock granted value | 4,827,516 | 678,000 | |||||||||
Restricted stock granted not been issued | 202,723 | ||||||||||
Number of stock option cancelled | 50,000 | ||||||||||
Description restricted stock | Of the total shares of restricted stock granted, 20,000 shares vest 3 months from the grant date, 30,374 shares vest 1 year from the grant date, 30,000 shares have a vesting period of 2 years, 202,497 shares have a vesting period of 4 years and 350,000 shares vest at the date of grant. | 80,000 shares of restricted stock vest 1 year from the grant date, 100,000 shares have a vesting period of 24 months. The remaining restricted shares granted are performance based and vest over time. | |||||||||
Public Offering [Member] | |||||||||||
Equity (Textual) | |||||||||||
Number of additional stock option granted | 157,123 | ||||||||||
Issuance of common stock from exercise of options | 1,200,000 | ||||||||||
Net proceeds from the public offering | 13,700,000 | 11,451,250 | |||||||||
Price per share | 7.5 | $7.50 | |||||||||
Common stock, par value | $0.00 | ||||||||||
Common stock issued, shares | 1,827,123 | 1,670,000 | |||||||||
Proceeds from common stock issued | 13,700,000 | 12,525,000 | |||||||||
Underwriting discount | 12,555,748 | 876,750 | |||||||||
Underwriting agreement description | Under the terms of the underwriting agreement entered into with Canaccord Genuity Inc. as representative (the "Representative") of the several underwriters (collectively, the "Underwriters"), the Company also granted the Underwriters a 30-day option to purchase up to an additional 250,000 shares of common stock to cover over-allotments, if any, at the offering price. | ||||||||||
Other offering expenses | 125,000 | ||||||||||
Auditor fees | 72,000 | ||||||||||
Stock Option Plan [Member] | |||||||||||
Equity (Textual) | |||||||||||
Fair value of warrants determined utilizing the Black-Scholes option pricing model | |||||||||||
Fair value assumptions, expected term | 6 years | 6 years | |||||||||
Fair value assumptions, expected dividend rate | 0.00% | 0.00% | |||||||||
Number of stock option granted | 1,338,100 | 787,450 | |||||||||
Number of stock option cancelled | -1,115,550 | ||||||||||
Share-based compensation term | 10 years | 10 years | |||||||||
Share-based Compensation vesting period | 4 years | 4 years | |||||||||
Fair value of stock option | 8,700,000 | 3,700,000 | |||||||||
Stock option exercise prices | $0.95 | $0.78 | |||||||||
Issuance of common stock from exercise of options | $275,153 | ||||||||||
Number of option exercised | -310,400 | -16,650 | |||||||||
Warrants/ Common stock granted | 787,450 | ||||||||||
Stock Option Plan [Member] | Minimum [Member] | |||||||||||
Equity (Textual) | |||||||||||
Exercise price of warrants | $3.60 | ||||||||||
Fair value assumptions, expected volatility rate | 82.47% | 83.32% | |||||||||
Fair value assumptions, expected discount rate | 1.77% | 1.36% | |||||||||
Stock option exercise prices | $0.78 | ||||||||||
Stock Option Plan [Member] | Maximum [Member] | |||||||||||
Equity (Textual) | |||||||||||
Exercise price of warrants | $6.70 | ||||||||||
Fair value assumptions, expected volatility rate | 87.76% | 98.45% | |||||||||
Fair value assumptions, expected discount rate | 2.07% | 1.55% | |||||||||
Stock option exercise prices | $11.95 | ||||||||||
[1] | The risk-free interest rate was determined by management using the Treasury Bill as of the respective measurement date. | ||||||||||
[2] | Because the Company does not have adequate trading history to determine its historical trading volatility, the volatility factor was estimated by management using the historical volatilities of comparable companies in the same industry and region. | ||||||||||
[3] | Management determined the dividend yield to be 0% based upon its expectation that it will not pay dividends for the foreseeable future. |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Net operating losses | $22,866,340 | $17,884,298 |
Less: valuation allowance | -22,866,340 | -17,884,298 |
Deferred tax assets, net |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of difference between the income tax provision and the U.S. Federal statutory rate | ||
Federal income taxes at 34% | ($8,393,753) | ($3,663,089) |
Federal income taxes at 34%, Percentage | 34.00% | 34.00% |
Stock-based compensation | 2,135,414 | 163,519 |
Stock-based compensation, Percentage | 8.65% | 1.52% |
Change in fair value of derivatives | 750,073 | 1,420,993 |
Change in fair value of derivatives, Percentage | 3.04% | 13.19% |
Other | 526,224 | |
Other, Percentage | 2.13% | |
Change in valuation allowance | 4,982,042 | 2,078,577 |
Change in valuation allowance, Percent | 20.18% | 19.29% |
Provision for income tax | ||
Provision for income tax, Percent |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes (Textual) | ||
Net operating losses (NOLs) | $67 | |
Expiration date | 31-Dec-21 | |
U.S. Federal statutory rate | 34.00% | 34.00% |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | ||
Jul. 10, 2014 | Apr. 28, 2014 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Feb. 18, 2015 | Feb. 11, 2015 | |
Subsequent Events (Textual) | ||||||||
Issuance during underwritten offering | 157,123 | 500 | ||||||
Net proceeds from the public offering | $12,525,000 | |||||||
Stock Options [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Number of stock option granted | 1,338,100 | 787,450 | ||||||
Weighted Average Exercise Price, granted | $8.86 | $6.62 | ||||||
Fair value of stock option | 8,700,000 | 3,700,000 | ||||||
Stock option contractual term | 8 years 4 months 2 days | 8 years 10 months 28 days | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Common shares to for cashless exercise of warrants | 891,131 | |||||||
Shares issued to consultants | 164,662 | |||||||
Shares issued to employee | 10,000 | |||||||
Subsequent Event [Member] | Stock Options [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Number of stock option granted | 456,000 | |||||||
Weighted Average Exercise Price, granted | $3.58 | |||||||
Fair value of stock option | 1,000,000 | |||||||
Stock option contractual term | 10 years | |||||||
Stock option vesting period | 4 years | |||||||
Fair value assumption method | Black-Scholes option-pricing model | |||||||
Fair value assumptions, discount rate | 1.66% | |||||||
Fair value assumptions, expected life | 6 years | |||||||
Fair value assumptions, expected volatility rate | 82.47% | |||||||
Fair value assumptions, expected dividend rate | 0.00% | |||||||
Subsequent Event [Member] | Public Offering [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Issuance during underwritten offering | 3,333,333 | |||||||
Price per share | $4.50 | |||||||
Term of warrants | 4 years | |||||||
Exercise price of warrants | $6.50 | |||||||
Net proceeds from the public offering | $18,500,000 | |||||||
Subsequent Event [Member] | Public Offering [Member] | Warrants [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Stock issued to cover over allotment | 499,999 | |||||||
Issuance during underwritten offering | 4,444,444 | |||||||
Subsequent Event [Member] | Public Offering [Member] | Common Stock [Member] | ||||||||
Subsequent Events (Textual) | ||||||||
Stock issued to cover over allotment | 666,666 | |||||||
Issuance during underwritten offering | 4,444,444 |