Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 03, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | BLUE CALYPSO, INC. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 5,013,366 | |
Amendment Flag | false | |
Entity Central Index Key | 1,399,587 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 74,725 | $ 1,103,201 |
Accounts receivable, net | 79,618 | 167,396 |
Prepaid expenses and other current assets | 47,912 | 50,356 |
Total current assets | 202,255 | 1,320,953 |
Property and equipment, net | 10,022 | $ 6,315 |
Other assets: | ||
Deferred offering costs | 79,912 | |
Capitalized software development costs, net of accumulated amortization of $1,156,478 and $986,502 as of June 30, 2015 and December 31, 2014, respectively | 775,190 | $ 794,551 |
Total assets | 1,067,379 | 2,121,819 |
Current liabilities: | ||
Accounts payable | 108,139 | 24,600 |
Accrued expenses | $ 107,040 | 236,526 |
Deferred revenue | 1,100 | |
Total current liabilities | $ 215,179 | 262,226 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized: Series A convertible preferred stock, $0.0001 par value; 1,700,000 shares designated; -0- and 161,827 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | 16 | |
Common stock, $0.0001 par value; 680,000,000 shares authorized, 5,013,366 and 4,902,639 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | $ 501 | 490 |
Additional paid in capital | 34,323,624 | 34,026,321 |
Accumulated deficit | (33,471,925) | (32,167,234) |
Total stockholders' equity | 852,200 | 1,859,593 |
Total liabilities and stockholders' equity | $ 1,067,379 | $ 2,121,819 |
Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized: Series A convertible preferred stock, $0.0001 par value; 1,700,000 shares designated; -0- and 161,827 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | ||
Total stockholders' equity | $ 16 | |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 5,000,000 shares authorized: Series A convertible preferred stock, $0.0001 par value; 1,700,000 shares designated; -0- and 161,827 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | $ 16 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Capitalized software development costs,accumulated amortization (in Dollars) | $ 1,156,478 | $ 986,502 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock,shares authorized | 680,000,000 | 680,000,000 |
Common stock,shares issued | 5,013,366 | 4,902,639 |
Common stock, shares outstanding | 5,013,366 | 4,902,639 |
Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,700,000 | 1,700,000 |
Preferred stock, shares issued | 0 | 161,827 |
Preferred stock, shares outstanding | 0 | 161,827 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
REVENUE | $ 109,489 | $ 122,032 | $ 225,214 | $ 286,247 |
Cost of revenue | 44,665 | 71,046 | 99,777 | 144,793 |
Gross profit | 64,824 | 50,986 | 125,437 | 141,454 |
OPERATING EXPENSES: | ||||
Sales and marketing | 105,681 | 144,949 | 154,255 | 308,466 |
General and administrative | 566,078 | 1,178,874 | 1,101,625 | 2,251,250 |
Depreciation and amortization | 88,154 | 84,776 | 172,775 | 168,191 |
Total operating expenses | 759,913 | 1,408,599 | 1,428,655 | 2,727,907 |
Loss from operations | $ (695,089) | (1,357,613) | $ (1,303,218) | (2,586,453) |
Other expense: | ||||
Change in fair value of derivative liabilities | 487 | 2,030 | ||
Interest expense | $ (757) | (96,126) | $ (1,473) | (614,190) |
Total other expense | (757) | (95,639) | (1,473) | (612,160) |
NET LOSS | $ (695,846) | $ (1,453,252) | $ (1,304,691) | $ (3,198,613) |
Net loss per common share, basic and diluted (in Dollars per share) | $ (0.14) | $ (0.34) | $ (0.26) | $ (0.78) |
Weighted average common shares outstanding, basic and diluted (in Shares) | 4,985,204 | 4,218,096 | 4,951,625 | 4,110,304 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS` EQUITY - 6 months ended Jun. 30, 2015 - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2014 | $ 16 | $ 490 | $ 34,026,321 | $ (32,167,234) | $ 1,859,593 |
Balance (in Shares) at Dec. 31, 2014 | 161,827 | 4,902,639 | |||
Conversion of preferred shares to common shares | $ (16) | $ 5 | 11 | ||
Conversion of preferred shares to common shares (in Shares) | (161,827) | 47,646 | |||
Shares issued for services rendered | $ 2 | 128,399 | 128,401 | ||
Shares issued for services rendered (in Shares) | 19,461 | ||||
Stock based compensation | $ 4 | 168,893 | 168,897 | ||
Stock based compensation (in Shares) | 43,620 | ||||
Net loss | (1,304,691) | (1,304,691) | |||
Balance at Jun. 30, 2015 | $ 501 | $ 34,323,624 | $ (33,471,925) | $ 852,200 | |
Balance (in Shares) at Jun. 30, 2015 | 5,013,366 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,304,691) | $ (3,198,613) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 172,775 | $ 168,191 |
Bad debt expense | $ 19,141 | |
Amortization of debt discounts | $ 125,550 | |
Interest from warrant modification | 460,949 | |
Change in fair value of derivative liabilities | (2,030) | |
Stock based compensation | $ 168,897 | 1,109,565 |
Common stock issued for services rendered | 128,401 | 80,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 68,637 | (65,287) |
Prepaid expenses | 2,444 | 35,430 |
Accounts payable | 83,539 | (56,197) |
Accrued expenses | (129,486) | 44,396 |
Deferred revenue | (1,100) | 48,069 |
Net cash used in operating activities | (791,443) | $ (1,249,977) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (6,506) | |
Software development costs | (150,615) | $ (63,434) |
Net cash used in investing activities | $ (157,121) | (63,434) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of options | $ 21,728 | |
Deferred offering costs | $ (79,912) | |
Proceeds from exercise of warrants | $ 1,024,558 | |
Net cash (used) provided by financing activities | $ (79,912) | 1,046,286 |
Net decrease in cash | (1,028,476) | (267,125) |
Cash at beginning of period | 1,103,201 | 1,294,882 |
Cash at end of period | 74,725 | $ 1,027,757 |
SUPPLEMENTAL INFORMATION | ||
Cash paid for interest | $ 1,473 | |
Cash paid for income taxes | ||
Non-cash investing and financing activities: | ||
Issuance of shares upon conversion of Series A convertible preferred stock | $ 16 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION Blue Calypso, Inc., a Delaware corporation (the "Company”), is engaged in the development, sales, delivery, licensing and enforcement of technology and intellectual property focused on mobile shopper engagement and digital word-of-mouth marketing and advertising. In January 2014, the Company transitioned from a development stage enterprise to an operating company. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of June 30, 2015 and for the three and six months ended June 30, 2015 and 2014. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the operating results for the full year ending December 31, 2015, or any other period. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related disclosures of the Company as of December 31, 2014 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on March 17, 2015. |
GOING CONCERN AND MANAGEMENT'S
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 –GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of June 30, 2015, the Company had cash of $74,725 and a working capital deficit of $12,924. During the six months ended June 30, 2015, the Company used net cash in operating activities of $791,443. The Company has incurred net losses since inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. On July 20, 2015, the Company issued a senior convertible note with a principal amount of $550,000 (See Note 14) for a purchase price of $500,000. It is anticipated that the proceeds from this note will provide the Company with cash sufficient to fund operations through September 2015. The Company's primary source of operating funds since inception has been cash proceeds from private placements of common stock, preferred stock, convertible debentures and the exercise of warrants. On April 6, 2015, the Company entered into a letter of engagement with a third party firm pursuant to which the firm will act as the sole book runner and lead managing underwriter in connection with a potential registered follow–on offering of common stock or a combination of common stock and warrants. On May 26, 2015, the Company filed a Registration Statement on Form S-1 associated with this potential offering. In conjunction with the potential offering, we have applied for our shares to be listed on a national securities exchange. There can be no assurance that the follow on offering will be completed, that our application to the national securities exchange will be accepted or that funds associated with this potential offering will be available on terms acceptable to the Company, or that the funds from such offering will be sufficient to enable the Company to fully execute its business plan or sustain operations. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, reduce overhead, or scale back its current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. Accordingly, the accompanying condensed consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The condensed consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. Concentrations of Credit Risk As of June 30, 2015, three customers represented 35%, 27% and 18% of the Company’s accounts receivable. As of December 31, 2014, two customers represented 62% and 20% of the Company’s accounts receivable. During the three months ended June 30, 2015, two customers represented 56% and 20% of total revenue. During the six months ended June 30, 2015, three customers represented 60%, 15% and 11% of total revenue. During the three months ended June 30, 2014, three customers represented 57%, 15% and 12% of total revenue. During the six months ended June 30, 2014, three customers represented 46%, 24% and 14% of total revenue. Deferred Offering Costs The Company classifies amounts related to a potential future offering not closed as of the balance sheet date as Deferred Offering Costs. During the six months ended June 30, 2015, the Company capitalized costs in the amount of $79,912 as Deferred Offering Costs in the accompanying condensed consolidated balance sheet. Net Loss per Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period, adjusted to give effect to the 50-for-1 reverse stock split, which was effective in the market on July 2, 2015 (see Note 4), and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share for the three and six months ended June 30, 2015 and 2014 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: June 30, 2015 June 30, 2014 Convertible notes payable - 60,000 Series A convertible preferred stock - 220,913 Options to purchase common stock 565,939 517,406 Warrants to purchase common stock 220,913 240,092 Restricted stock units - 88,843 Totals 786,852 1,127,254 Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) Number 2015-3 entitled “Simplifying the Presentation of Debt Issuance Costs.” The new guidance specifies that debt issuance costs under the new standard are to be netted against the carrying value of the financial liability. Under current guidance, debt issuance costs are recognized as a deferred charge and reported as a separate asset on the balance sheet. The new guidance aligns the treatment of debt issuance costs and debt discounts in that both reduce the carrying value of the liability. It is important to note that neither the recognition nor measurement of debt issuance costs is changed as a result of the ASU. Amortization of debt issuance costs is to be recorded as interest expense on the income statement. The effective date of the new guidance is for fiscal years beginning after December 15, 2015, for public business entities and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been issued previously. The Company does not believe the effect of the adoption of this standard will have a material impact on the Company’s condensed consolidated financial statements. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company's financial position, results of operations or cash flows. Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
STOCKHOLDERS` EQUITY
STOCKHOLDERS` EQUITY | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 4 – STOCKHOLDERS ’ EQUITY Effective June 26, 2015 at the state level and July 2, 2015 in the market, the Company filed an amendment to its Articles of Incorporation and effected a 50-for-1 reverse stock split of its issued and outstanding shares of common stock, $0.0001 par value, whereby 250,666,631 outstanding shares of the Company’s common stock were exchanged for 5,013,366 shares of the Company's common stock. All per share amounts and number of shares in the condensed consolidated financial statements and related notes and other items have been retroactively restated to reflect the reverse stock split resulting in the transfer of $24,024 from common stock to additional paid in capital at December 31, 2014. On March 3, 2015, 161,827 shares of the Company’s Series A Convertible Preferred Stock were converted into an aggregate of 47,646 shares of common stock at the stated conversion price of $3.395 per share. During the six months ended June 30, 2015, the Company issued 8,188 shares of its common stock as consideration for investor relations services valued at $60,000. During the six months ended June 30, 2015, the Company issued 11,273 shares of its common stock as consideration for legal services valued at $68,401. Options Option valuation models require the input of highly subjective assumptions. The fair value of stock-based payment awards was estimated using the Black-Scholes option model with a volatility figure derived from using the Company’s historical stock prices for 2015. Prior to 2015, the Company derived the volatility figure from an index of historical stock prices for comparable entities. Management determined this assumption to be a more accurate indicator of value. The Company accounts for the expected life of options based on the contractual life of options for non-employees. For employees, the Company accounts for the expected life of options in accordance with the “simplified” method, which is used for “plain-vanilla" options, as defined in the accounting standards codification. The risk-free interest rate was determined from the implied yields of U.S. Treasury zero-coupon bonds with a remaining life consistent with the expected term of the options. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the number of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what the Company has recorded in the current period. The Company estimated forfeitures related to option grants at a weighted average annual rate of 0% per year, as the Company does not yet have adequate historical data, for options granted during the three and six months ended June 30, 2015 and 2014. The following assumptions were used in determining the fair value of employee and vesting non-employee options during the three and six months ended June 30, 2015 and 2014: June 30, 2015 June 30, 2014 Risk-free interest rate 1.68% - 2.07% 2.13% - 2.73% Dividend yield 0% 0% Stock price volatility 123.45%-145.24% 77.6% - 79.2% Expected life 5 - 10 years 8-10 years Weighted average grant date fair value $5.98 $5.50 In January 2015, the Company granted options to purchase 7,500 shares of common stock to a new board member. These options vest over a 3 year period, have a term of 10 years, and contain an exercise price of $5.00 per share. The options had an aggregate grant date fair value of $34,945. In April 2015, the Company granted options to purchase 80,000 shares of common stock to board members. These options vest beginning June 30, 2015 through March 31, 2018 on a quarterly basis, have a term of 10 years and contain an exercise price of $7.00 per share. The options had an aggregate grant date fair value of $493,774. In May 2015, the Company granted an option to purchase 10,000 shares of common stock to a consultant. These options vest beginning June 30, 2015 through March 31, 2017 on a quarterly basis, have a term of 10 years and contain an exercise price of $7.00 per share. The options had an aggregate grant date fair value of $52,049. In May 2015, the Company granted an option to purchase 1,000 shares of common stock to an employee. These options vest over three years on the grant date anniversary, have a term of 10 years and contain an exercise price of $6.50 per share. The options had an aggregate grant date fair value of $5,570. In May 2015, the Company granted an option to purchase 20,000 shares of common stock to a new board member. These options vest beginning June 30, 2015 through March 31, 2018 on a quarterly basis, have a term of 10 years and contain an exercise price of $7.00 per share. The options had an aggregate grant date fair value of $128,115. In June 2015, the Company granted options to purchase 8,000 shares of common stock to four consultants. These options vest beginning June 30, 2015 through March 31, 2018 on a quarterly basis, have a term of 10 years and contain an exercise price of $7.00 per share. The options had an aggregate grant date fair value of $41,688. The following table summarizes the stock option activity for the six months ended June 30, 2015: Weighted Remaining Contractual Term Weighted-Average Exercise Price Aggregate Intrinsic Value Shares Outstanding at January 1, 2015 441,064 $ 8.44 4.2 $ 858,766 Granted 126,500 $ 6.88 10.0 Canceled/expired (1,625) $ 5.73 Outstanding at June 30, 2015 565,939 $ 8.09 4.9 $ 118,486 Exercisable at June 30, 2015 344,683 $ 8.05 3.7 $ 110,570 The following table presents information related to stock options at June 30, 2015: Options Outstanding Options Exercisable Weighted Average Remaining Life In Years Exercisable Number of Options Exercise Price Number of Options $ 0.00-5.00 165,081 4.0 149,247 5.01-12.50 375,449 5.3 174,494 12.51-25.00 15,008 4.7 15,008 25.01-45.00 10,401 4.7 5,934 565,939 4.9 344,683 As of June 30, 2015, stock-based compensation of $747,826 remains unamortized and is expected to be amortized over the weighted average remaining period of 3 years. The stock-based compensation expense related to option grants was $112,744 and $168,897 during the three and six months ended June 30, 2015, respectively, and $157,828 and $233,545 during the three and six months ended June 30, 2014, respectively. Restricted Stock As of June 30, 2015, the Company did not have any unissued restricted shares. Stock based compensation expense related to restricted stock grants was $-0- for the three and six months ended June 30, 2015, and $438,010 and $876,020 for the three and six months ended June 30, 2014, respectively. Warrants The following table summarizes the warrant activity for the six months ended June 30, 2015: Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Weighted-Average Exercise Price Shares Outstanding at January 1, 2015 220,913 $ 5.00 1.7 $ 1,325,478 Grants - $ - Exercised - Forfeitures or expirations - Outstanding at June 30, 2015 220,913 $ 5.00 1.2 $ 110,457 Exercisable at June 30, 2015 220,913 $ 5.00 1.2 $ 110,457 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 5 – RELATED PARTY TRANSACTIONS The Company appointed a new Chief Financial Officer during August 2014. The Company utilizes Assure Professional, LLC (“Assure”) to provide certain outsourced accounting services. The Company’s current Chief Financial Officer is a partial owner of Assure. The Company incurred expense of $6,750 and $13,500 in exchange for these services during the three and six months ended June 30, 2015, respectively. Included in accounts payable at June 30, 2015 was $4,500 due to Assure. Mr. D. Jonathan Merriman was appointed to the Company’s Board of Directors during December 2014. Mr. Merriman is the CEO of Merriman Capital, Inc. (“Merriman”). Merriman provides capital market advisory services to the Company for which we incurred expense of $30,000 and $60,000 during the three and six months ended June 30, 2015, respectively. The Company primarily issues common stock in exchange for monthly services and no amount was due to Merriman at June 30, 2015. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 6 – COMMITMENTS AND CONTINGENCIES Litigation On July 31, 2012, the Company filed suit against Groupon, Inc. in the Eastern District of Texas in Civil Action No. 6:12-cv-00486. The Company filed additional suits against IZEA, Inc. on October 17, 2012, Yelp, Inc. on October 17, 2012, and Foursquare Labs, Inc. on October 31, 2012 in Civil Action Nos. 6:12-cv-786, 6:12-cv-788, 6:12-cv-837, respectively. Each of these cases alleges that the defendants infringe U.S. Patent Nos. 7,664,516 entitled "Method and System for Peer-to-Peer Advertising Between Mobile Communication Devices" and 8,155,679 entitled "System and Method for Peer-to-Peer Advertising Between Mobile Communication Devices." The Company subsequently added U.S. Patent Nos. 8,438,055, 8,452,646, and 8,457,670 to the cases, alleging each defendant infringed the newly added patents. Each of the defendants have answered, denying infringement and claiming that the asserted patents are invalid. Groupon, Yelp, and Foursquare filed counterclaims for declaratory judgment that the asserted patents are invalid and not infringed. Yelp filed an additional counterclaim for declaratory judgment that the asserted patens are unenforceable. The Court subsequently consolidated the actions for at least pre-trial purposes. Groupon filed a motion to transfer the case against it to the U.S. District Court for the Northern District of Illinois, which the Court denied on September 27, 2013. On February 3, 2014, Groupon filed a petition to the U.S. Court of Appeals for the Federal Circuit for mandamus on the district court's denial of its motion to transfer. On April 23, 2014, the petition was denied by the Federal Circuit. Between July 19, 2013 and October 3, 2013, Group on filed petitions with the Patent Trial & Appeals Board (“PTAB”) requesting institution of Covered Business Method Review ("CBMR") CBMR On December 17, 2014, the PTAB CBMR On April 2, 2015, the District Court lifted the stay and required the parties to file a joint docket control order. On April 6, 2015, the Court set a Markman Hearing for June 29, 2015, and jury selection for December 14, 2015. On April 15, 2015, the parties filed their joint docket control order. The Court entered its docket control order on April 23, 2015. Due to an apparent scheduling conflict, the Court rescheduled the Markman Hearing to July 8, 2015. On April 22, 2015, the Company filed its third amended complaint against all defendants. The defendants timely answered on May 11, 2015. Each of the defendants answers included a counterclaim for invalidity of the patents.The Company responded to these invalidity contentions on June 1, 2015. On May 13, 2015, the Company filed a motion for entry of an order focusing patent claims and prior art. That motion requested that the Court narrow the number of claims at issue and the number of prior art references that defendants could use in an attempt to invalidate the Company’s patents. On May 27, 2015, the Court held a hearing on the motion and ordered defendants to reduce the number of references in support of any invalidity contention against the patents. On July 13, 2015 the Court entered an order severing the non-active claims out of the case and consolidating claims regarding those patents into a separate set of cases. These new cases address the claims which were held invalid by the PTAB On June 25, 2015, the Company attended mediation with Yelp in an effort to settle the case. That mediation was recessed to explore settlement options. On July 8, 2015 the Company attended the Markman Hearing in order to construe the claims of the patents. On July 14, 2015, the Court entered its Memorandum Opinion and Order regarding claim construction. In that Order, the Court analyzed eleven claim terms. The Court agreed with Blue Calypso’s proffered construction as to seven terms, chose its own construction as to three terms and agreed with defendants’ proffered construction as to only one term. The Court also expressly rejected defendants argument that the term “testimonial tag” was indefinite. On July 14, 2015, the Company attended court-ordered mediation with Groupon. The result of that mediation was an impasse. On July 16, 2015, the Company attended court-ordered mediation with IZEA. The parties reached a settlement in principal and are currently negotiating the final terms of the agreement. The potential terms of that settlement are confidential. On July 20, 2015, the Company attended court-ordered mediation with Foursquare. The result of that mediation was an impasse. As part of the Company's settlement with Living Social, the Company's attorney is entitled to additional compensation for the value of certain non-monetary arrangements. As of June 30, 2015, the payment of such compensation is not probable or measurable. In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Legal fees for such matters are expensed as incurred and we accrue for adverse outcomes as they become probable and estimable. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 7 – SUBSEQUENT EVENTS On July 20, 2015, the Company issued a senior convertible note with a principal amount of $550,000 (the “July 2015 Note”) for a purchase price of $500,000. The July 2015 Note is due one year from the issuance date. On January 17, 2016, the Company shall be obligated to pay the lender guaranteed the Company's Prepayment Price ”), provided the Company is then and for a period prior thereto in compliance with certain equity conditions and/or (ii) in cash at a 120% premium to the amount then outstanding. If the $550,000 principal amount of the July 2015 Note and all accrued but unpaid interest thereof is not paid in full on or before January 16, 2016, the July 2015 the Company's |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the recoverability and useful lives of long-lived assets, the fair value of the Company’s stock, stock-based compensation, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk As of June 30, 2015, three customers represented 35%, 27% and 18% of the Company’s accounts receivable. As of December 31, 2014, two customers represented 62% and 20% of the Company’s accounts receivable. During the three months ended June 30, 2015, two customers represented 56% and 20% of total revenue. During the six months ended June 30, 2015, three customers represented 60%, 15% and 11% of total revenue. During the three months ended June 30, 2014, three customers represented 57%, 15% and 12% of total revenue. During the six months ended June 30, 2014, three customers represented 46%, 24% and 14% of total revenue. |
Deferred Charges, Policy [Policy Text Block] | Deferred Offering Costs The Company classifies amounts related to a potential future offering not closed as of the balance sheet date as Deferred Offering Costs. During the six months ended June 30, 2015, the Company capitalized costs in the amount of $79,912 as Deferred Offering Costs in the accompanying condensed consolidated balance sheet. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share The Company computes basic net loss per share by dividing net loss per share available to common stockholders by the weighted average number of common shares outstanding for the period, adjusted to give effect to the 50-for-1 reverse stock split, which was effective in the market on July 2, 2015 (see Note 4), and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The computation of basic and diluted loss per share for the three and six months ended June 30, 2015 and 2014 excludes potentially dilutive securities when their inclusion would be anti-dilutive, or if their exercise prices were greater than the average market price of the common stock during the period. Potentially dilutive securities excluded from the computation of basic and diluted net loss per share are as follows: June 30, 2015 June 30, 2014 Convertible notes payable - 60,000 Series A convertible preferred stock - 220,913 Options to purchase common stock 565,939 517,406 Warrants to purchase common stock 220,913 240,092 Restricted stock units - 88,843 Totals 786,852 1,127,254 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) Number 2015-3 entitled “Simplifying the Presentation of Debt Issuance Costs.” The new guidance specifies that debt issuance costs under the new standard are to be netted against the carrying value of the financial liability. Under current guidance, debt issuance costs are recognized as a deferred charge and reported as a separate asset on the balance sheet. The new guidance aligns the treatment of debt issuance costs and debt discounts in that both reduce the carrying value of the liability. It is important to note that neither the recognition nor measurement of debt issuance costs is changed as a result of the ASU. Amortization of debt issuance costs is to be recorded as interest expense on the income statement. The effective date of the new guidance is for fiscal years beginning after December 15, 2015, for public business entities and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been issued previously. The Company does not believe the effect of the adoption of this standard will have a material impact on the Company’s condensed consolidated financial statements. There are other various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company's financial position, results of operations or cash flows. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed. |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | June 30, 2015 June 30, 2014 Convertible notes payable - 60,000 Series A convertible preferred stock - 220,913 Options to purchase common stock 565,939 517,406 Warrants to purchase common stock 220,913 240,092 Restricted stock units - 88,843 Totals 786,852 1,127,254 |
STOCKHOLDERS` EQUITY (Tables)
STOCKHOLDERS` EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | June 30, 2015 June 30, 2014 Risk-free interest rate 1.68% - 2.07% 2.13% - 2.73% Dividend yield 0% 0% Stock price volatility 123.45%-145.24% 77.6% - 79.2% Expected life 5 - 10 years 8-10 years Weighted average grant date fair value $5.98 $5.50 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Remaining Contractual Term Weighted-Average Exercise Price Aggregate Intrinsic Value Shares Outstanding at January 1, 2015 441,064 $ 8.44 4.2 $ 858,766 Granted 126,500 $ 6.88 10.0 Canceled/expired (1,625) $ 5.73 Outstanding at June 30, 2015 565,939 $ 8.09 4.9 $ 118,486 Exercisable at June 30, 2015 344,683 $ 8.05 3.7 $ 110,570 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Options Outstanding Options Exercisable Weighted Average Remaining Life In Years Exercisable Number of Options Exercise Price Number of Options $ 0.00-5.00 165,081 4.0 149,247 5.01-12.50 375,449 5.3 174,494 12.51-25.00 15,008 4.7 15,008 25.01-45.00 10,401 4.7 5,934 565,939 4.9 344,683 |
Schedule Of Warrants Activity [Table Text Block] | Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Weighted-Average Exercise Price Shares Outstanding at January 1, 2015 220,913 $ 5.00 1.7 $ 1,325,478 Grants - $ - Exercised - Forfeitures or expirations - Outstanding at June 30, 2015 220,913 $ 5.00 1.2 $ 110,457 Exercisable at June 30, 2015 220,913 $ 5.00 1.2 $ 110,457 |
GOING CONCERN AND MANAGEMENT'17
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) - USD ($) | Jul. 20, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) [Line Items] | |||
Cash | $ 74,725 | ||
Working Capital | (12,924) | ||
Net Cash Provided by (Used in) Operating Activities | $ (791,443) | $ (1,249,977) | |
Subsequent Event [Member] | |||
GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS (Details) [Line Items] | |||
Convertible Debt, Noncurrent | $ 550,000 | ||
Proceeds from Convertible Debt | $ 500,000 |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Deferred Offering Costs (in Dollars) | $ 79,912 | $ 79,912 | |||
Customer 1 [Member] | Accounts Receivable [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 35.00% | 62.00% | |||
Customer 1 [Member] | Sales [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 56.00% | 57.00% | 60.00% | 46.00% | |
Customer 2 [Member] | Accounts Receivable [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 27.00% | 20.00% | |||
Customer 2 [Member] | Sales [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 20.00% | 15.00% | 15.00% | 24.00% | |
Customer 3 [Member] | Accounts Receivable [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 18.00% | ||||
Customer 3 [Member] | Sales [Member] | |||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Concentration Risk, Percentage | 12.00% | 11.00% | 14.00% |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share - shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 786,852 | 1,127,254 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 88,843 | |
Series A Preferred Stock [Member] | Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 220,913 | |
Common Stock [Member] | Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 565,939 | 517,406 |
Common Stock [Member] | Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 220,913 | 240,092 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of basic and diluted net income (loss) per share | 60,000 |
STOCKHOLDERS` EQUITY (Details)
STOCKHOLDERS` EQUITY (Details) - USD ($) | Jul. 02, 2015 | Jun. 30, 2015 | May. 31, 2015 | Apr. 30, 2015 | Mar. 03, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
STOCKHOLDERS` EQUITY (Details) [Line Items] | ||||||||||||
Stockholders' Equity, Reverse Stock Split | Effective June 26, 2015 at the state level and July 2, 2015 in the market, the Company filed an amendment to its Articles of Incorporation and effected a 50-for-1 reverse stock split of its issued and outstanding shares of common stock, $0.0001 par value | |||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Adjustments to Additional Paid in Capital, Other | $ 24,024 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 128,401 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 126,500 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 4 years 328 days | 4 years 73 days | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 6.88 | |||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 747,826 | $ 747,826 | $ 747,826 | $ 747,826 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | |||||||||||
Share-based Compensation | $ 168,897 | $ 1,109,565 | ||||||||||
Common Stock [Member] | ||||||||||||
STOCKHOLDERS` EQUITY (Details) [Line Items] | ||||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.0001 | |||||||||||
Conversion of Stock, Shares Converted (in Shares) | 250,666,631 | |||||||||||
Conversion of Stock, Shares Issued (in Shares) | 5,013,366 | |||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||
STOCKHOLDERS` EQUITY (Details) [Line Items] | ||||||||||||
Conversion of Stock, Shares Converted (in Shares) | 161,827 | |||||||||||
Conversion of Stock, Shares Issued (in Shares) | 47,646 | |||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 3.395 | |||||||||||
Employee Stock Option [Member] | ||||||||||||
STOCKHOLDERS` EQUITY (Details) [Line Items] | ||||||||||||
Share-based Compensation | 112,744 | $ 157,828 | 168,897 | 233,545 | ||||||||
Employee Stock Option [Member] | New Director [Member] | ||||||||||||
STOCKHOLDERS` EQUITY (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 20,000 | 7,500 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | 10 years | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 7 | $ 5 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Intrinsic Value | $ 128,115 | $ 34,945 | ||||||||||
Employee Stock Option [Member] | Director [Member] | ||||||||||||
STOCKHOLDERS` EQUITY (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 80,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | |||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 7 | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Intrinsic Value | $ 493,774 | |||||||||||
Employee Stock Option [Member] | Consultants [Member] | ||||||||||||
STOCKHOLDERS` EQUITY (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 8,000 | 10,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | 10 years | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 7 | $ 7 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Intrinsic Value | $ 41,688 | $ 52,049 | ||||||||||
Employee Stock Option [Member] | Employees [Member] | ||||||||||||
STOCKHOLDERS` EQUITY (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 1,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 10 years | |||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 6.50 | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grant Date Intrinsic Value | $ 5,570 | |||||||||||
Restricted Stock [Member] | ||||||||||||
STOCKHOLDERS` EQUITY (Details) [Line Items] | ||||||||||||
Share-based Compensation | $ 0 | $ 438,010 | $ 0 | $ 876,020 | ||||||||
Investor Relations Services [Member] | ||||||||||||
STOCKHOLDERS` EQUITY (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 8,188 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 60,000 | |||||||||||
Legal Services [Member] | ||||||||||||
STOCKHOLDERS` EQUITY (Details) [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 11,273 | |||||||||||
Stock Issued During Period, Value, Issued for Services | $ 68,401 |
STOCKHOLDERS` EQUITY (Details)
STOCKHOLDERS` EQUITY (Details) - Assumptions used in determining fair value of employee and vesting non-employee options - $ / shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
STOCKHOLDERS` EQUITY (Details) - Assumptions used in determining fair value of employee and vesting non-employee options [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Weighted average grant date fair value (in Dollars per share) | $ 5.98 | $ 5.50 |
Minimum [Member] | ||
STOCKHOLDERS` EQUITY (Details) - Assumptions used in determining fair value of employee and vesting non-employee options [Line Items] | ||
Risk-free interest rate | 1.68% | 2.13% |
Stock price volatility | 123.45% | 77.60% |
Expected life | 5 years | 8 years |
Maximum [Member] | ||
STOCKHOLDERS` EQUITY (Details) - Assumptions used in determining fair value of employee and vesting non-employee options [Line Items] | ||
Risk-free interest rate | 2.07% | 2.73% |
Stock price volatility | 145.24% | 79.20% |
Expected life | 10 years | 10 years |
STOCKHOLDERS` EQUITY (Details22
STOCKHOLDERS` EQUITY (Details) - Stock option activity - Jun. 30, 2015 - USD ($) | Total | Total |
Stock option activity [Abstract] | ||
Outstanding at January 1, 2015 | 441,064 | |
Outstanding at January 1, 2015 | $ 8.44 | |
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 4 years 328 days | 4 years 73 days |
Outstanding at January 1, 2015 | $ 858,766 | |
Granted | 126,500 | |
Granted | $ 6.88 | |
Granted | 10 years | |
Canceled/expired | (1,625) | |
Canceled/expired | $ 5.73 | |
Outstanding at June 30, 2015 | 565,939 | 565,939 |
Outstanding at June 30, 2015 | $ 8.09 | $ 8.09 |
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 4 years 328 days | 4 years 73 days |
Outstanding at June 30, 2015 | $ 118,486 | $ 118,486 |
Exercisable at June 30, 2015 | 344,683 | 344,683 |
Exercisable at June 30, 2015 | $ 8.05 | $ 8.05 |
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisableWeightedAverageRemainingContractualTerm1 | 3 years 255 days | |
Exercisable at June 30, 2015 | $ 110,570 | $ 110,570 |
STOCKHOLDERS` EQUITY (Details23
STOCKHOLDERS` EQUITY (Details) - Information related employee stock options - Jun. 30, 2015 - $ / shares | Total |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Options | 565,939 |
Options Exercisable, Weighted Average Remaining Life | 4 years 328 days |
Options Exercisable, Number of Options | 344,683 |
Exercise Price Range 0.00 - 5.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Options | 165,081 |
Options Exercisable, Weighted Average Remaining Life | 4 years |
Options Exercisable, Number of Options | 149,247 |
Exercise Price Range 5.01 - 12.50 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Options | 375,449 |
Options Exercisable, Weighted Average Remaining Life | 5 years 109 days |
Options Exercisable, Number of Options | 174,494 |
Exercise Price Range 12.51 - 25.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Options | 15,008 |
Options Exercisable, Weighted Average Remaining Life | 4 years 255 days |
Options Exercisable, Number of Options | 15,008 |
Exercise Price Range 25.01 - 45.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Options | 10,401 |
Options Exercisable, Weighted Average Remaining Life | 4 years 255 days |
Options Exercisable, Number of Options | 5,934 |
Minimum [Member] | Exercise Price Range 0.00 - 5.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price (in Dollars per share) | $ 0 |
Minimum [Member] | Exercise Price Range 5.01 - 12.50 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price (in Dollars per share) | 5.01 |
Minimum [Member] | Exercise Price Range 12.51 - 25.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price (in Dollars per share) | 12.51 |
Minimum [Member] | Exercise Price Range 25.01 - 45.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price (in Dollars per share) | 25.01 |
Maximum [Member] | Exercise Price Range 0.00 - 5.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price (in Dollars per share) | 5 |
Maximum [Member] | Exercise Price Range 5.01 - 12.50 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price (in Dollars per share) | 12.50 |
Maximum [Member] | Exercise Price Range 12.51 - 25.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price (in Dollars per share) | 25 |
Maximum [Member] | Exercise Price Range 25.01 - 45.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price (in Dollars per share) | $ 45 |
STOCKHOLDERS` EQUITY (Details24
STOCKHOLDERS` EQUITY (Details) - Warrant activity - 6 months ended Jun. 30, 2015 - Warrant [Member] - USD ($) | Total | Total |
STOCKHOLDERS` EQUITY (Details) - Warrant activity [Line Items] | ||
Outstanding at January 1, 2015 | 220,913 | |
Outstanding at January 1, 2015 (in Dollars per share) | $ 5 | |
SharebasedCompensationArrangementBySharebasedPaymentAwardWarrantsOutstandingWeightedAverageRemainingContractualTerm | 1 year 73 days | 1 year 255 days |
Outstanding at January 1, 2015 (in Dollars) | $ 1,325,478 | |
Grants | ||
Grants (in Dollars) | ||
Exercised | ||
Forfeitures or expirations | ||
Outstanding at June 30, 2015 | 220,913 | 220,913 |
Outstanding at June 30, 2015 (in Dollars per share) | $ 5 | $ 5 |
SharebasedCompensationArrangementBySharebasedPaymentAwardWarrantsOutstandingWeightedAverageRemainingContractualTerm | 1 year 73 days | 1 year 255 days |
Outstanding at June 30, 2015 (in Dollars) | $ 110,457 | $ 110,457 |
ShareBasedCompensationArrangementByShareBasedPaymentAwardWarrantsExercisableNumber | 220,913 | |
Exercisable at June 30, 2015 (in Dollars per share) | $ 5 | $ 5 |
SharebasedCompensationArrangementBySharebasedPaymentAwardWarrantsExercisableWeightedAverageRemainingContractualTerm | 1 year 73 days | |
Exercisable at June 30, 2015 (in Dollars) | $ 110,457 | $ 110,457 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Jun. 30, 2015 - USD ($) | Total | Total |
Assure [Member] | ||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 6,750 | $ 13,500 |
Due to Related Parties | 4,500 | 4,500 |
Merriman [Member] | ||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 30,000 | $ 60,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - July 2015 Note [Member] - Subsequent Event [Member] - USD ($) | Jul. 20, 2015 | Jul. 20, 2015 | Jan. 17, 2016 |
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Debt Instrument, Face Amount (in Dollars) | $ 550,000 | $ 550,000 | |
Proceeds from Issuance of Debt (in Dollars) | $ 500,000 | ||
Debt Instrument, Maturity Period | 1 year | ||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 7.5321 | ||
Debt Instrument, Prepayment Price, Discount Rate | 20.00% | ||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 3 days | ||
Debt Instrument, Cash Prepayment, Premium Rate | 120.00% |