Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2013 | 7-May-13 | |
Document Documentand Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'true | ' |
Amendment description | 'This amendment is being filed to comply with regulations | ' |
Document Period End Date | 31-Mar-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'CRMD | ' |
Entity Registrant Name | 'CorMedix Inc. | ' |
Entity Central Index Key | '0001410098 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock Shares Outstanding | ' | 13,202,665 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Current assets | ' | ' |
Cash | $692,720 | $835,471 |
Prepaid research and development expenses | 5,960 | 11,221 |
Deferred financing costs | 201,490 | 257,886 |
Other prepaid expenses and current assets | 50,012 | 30,677 |
Total current assets | 950,182 | 1,135,255 |
Property and equipment, net | 4,125 | 4,668 |
Security deposit | 13,342 | 13,342 |
TOTAL ASSETS | 967,649 | 1,153,265 |
Current liabilities | ' | ' |
Accounts payable | 1,312,346 | 1,023,553 |
Accrued expenses | 306,984 | 306,983 |
Accrued interest, related parties | 15,077 | 16,175 |
Senior convertible notes, net of debt discount of $456,533 at March 31, 2013 and $647,939 at December 31, 2012 | 207,467 | 16,061 |
Senior convertible notes - related parties, net of debt discount of $268,961 at March 31, 2013 and $406,316 at December 31, 2012 | 391,039 | 253,684 |
Total current liabilities | 2,232,913 | 1,616,456 |
Deferred rent | 10,953 | 12,185 |
TOTAL LIABILITIES | 2,243,866 | 1,628,641 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock - $0.001 par value: 2,000,000 shares authorized, 287,324 and 0 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively | 287 | 0 |
Common stock - $0.001 par value: 80,000,000 shares authorized, 11,882,379 and 11,408,274 shares issued and outstanding at March 31, 2013 and December 31, 2012, respectively | 11,882 | 11,408 |
Deferred stock issuances | -146 | -146 |
Additional paid-in capital | 46,651,989 | 45,886,596 |
Deficit accumulated during the development stage | -47,940,229 | -46,373,234 |
TOTAL STOCKHOLDERS' DEFICIT | -1,276,217 | -475,376 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $967,649 | $1,153,265 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Convertible debt discount | $456,533 | $647,939 |
Convertible debt discount, related parties | $268,961 | $406,316 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 287,324 | 0 |
Preferred stock, shares outstanding | 287,324 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 11,882,379 | 11,408,274 |
Common stock, shares outstanding | 11,882,379 | 11,408,274 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 80 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2013 | |
OPERATING EXPENSES | ' | ' | ' |
Research and development | $265,035 | $374,855 | $23,608,340 |
General and administrative | 551,741 | 536,255 | 13,327,775 |
Total Operating Expenses | 816,776 | 911,110 | 36,936,115 |
LOSS FROM OPERATIONS | -816,776 | -911,110 | -36,936,115 |
OTHER INCOME (EXPENSE) | ' | ' | ' |
Other income, net | 0 | 0 | 420,987 |
Interest income | 128 | 949 | 126,435 |
Interest expense, including amortization and write-off of deferred financing costs and debt discounts | -440,403 | 0 | -12,016,367 |
LOSS BEFORE INCOME TAXES | -1,257,051 | -910,161 | -48,405,060 |
State income tax benefit | 0 | 0 | 774,775 |
NET LOSS | -1,257,051 | -910,161 | -47,630,285 |
Deemed dividend - beneficial conversion feature | -309,944 | 0 | -309,944 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | ($1,566,995) | ($910,161) | ($47,940,229) |
NET LOSS PER SHARE - BASIC AND DILUTED | ($0.14) | ($0.08) | ' |
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED | 11,603,184 | 11,408,274 | ' |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (USD $) | Common Stock [Member] | Preferred Class [Member] | Deferred Stock Issuances | Additional Paid In Capital [Member] | Development Stage Enterprise Deficit Accumulated During Development Stage [Member] | Total |
Beginning balance at Dec. 31, 2012 | $11,408 | $0 | ($146) | $45,886,596 | ($46,373,234) | ($475,376) |
Beginning balance (in shares) at Dec. 31, 2012 | 11,408,274 | 0 | ' | ' | ' | ' |
Non-voting preferred stock issued in February 2013 private placement at $0.70 per share, net (in shares) | ' | 761,429 | ' | ' | ' | ' |
Non-voting preferred stock issued in February 2013 private placement at $0.70 per share, net | ' | 761 | ' | 506,372 | ' | 507,133 |
Conversion of Series A non-voting preferred stock to common stock (in shares) | 474,105 | -474,105 | ' | ' | ' | ' |
Conversion of Series A non-voting preferred stock to common stock | 474 | -474 | ' | ' | ' | ' |
Deemed dividend related to beneficial conversion feature of Series A non-voting preferred stock | ' | ' | ' | 309,944 | -309,944 | 0 |
Repurchase of outstanding warrants | ' | ' | ' | -33,000 | ' | -33,000 |
Stock-based compensation | ' | ' | ' | -17,923 | ' | -17,923 |
Net loss | ' | ' | ' | ' | -1,257,051 | -1,257,051 |
Ending balance at Mar. 31, 2013 | $11,882 | $287 | ($146) | $46,651,989 | ($47,940,229) | ($1,276,217) |
Ending balance (in shares) at Mar. 31, 2013 | 11,882,379 | 287,324 | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) (USD $) | 3 Months Ended |
Mar. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | ' |
Non-voting preferred stock issued, per share | $0.70 |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | 80 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($1,257,051) | ($910,161) | ($47,630,285) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Stock-based compensation | -17,923 | 96,662 | 2,581,315 |
Stock issued in connection with license agreements | 0 | 0 | 6,613,718 |
Stock issued in connection with consulting agreement | 0 | 0 | 158,262 |
Amortization of deferred financing costs | 81,396 | 0 | 2,205,909 |
Amortization of debt discount | 328,761 | 0 | 5,587,274 |
Non-cash charge for beneficial conversion feature | 0 | 0 | 1,137,762 |
Non-cash interest expense | 0 | 0 | 3,007,018 |
Expenses paid on behalf of the Company satisfied through the issuance of notes | 0 | 0 | 51,253 |
Depreciation | 543 | 1,755 | 57,585 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses and other current assets | -14,074 | 388,749 | -55,972 |
Security deposits | 0 | 0 | -13,342 |
Accounts payable | 262,926 | 416,105 | 1,255,676 |
Accrued expenses and accrued interest | -1,097 | -122,679 | 322,061 |
Deferred rent | -1,232 | -572 | 10,953 |
Net cash used in operating activities | -617,751 | -130,141 | -24,710,813 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Purchase of equipment | 0 | 0 | -61,709 |
Net cash used in investing activities | 0 | 0 | -61,709 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from notes payable to related parties | 0 | 0 | 3,063,484 |
Proceeds from senior convertible notes | 0 | 0 | 13,963,838 |
Proceeds from Galenica, Ltd. promissory note | 0 | 0 | 1,000,000 |
Payments for deferred financing costs | -25,000 | 0 | -1,542,603 |
Repayment of amounts loaned under related party notes | 0 | 0 | -1,981,574 |
Proceeds from sale of equity securities | 533,000 | 0 | 10,990,270 |
Repurchase of outstanding warrants | -33,000 | 0 | -33,000 |
Proceeds from receipt of stock subscriptions and issuances of common stock | 0 | 0 | 4,827 |
Net cash provided by financing activities | 475,000 | 0 | 25,465,242 |
NET INCREASE (DECREASE) IN CASH | -142,751 | -130,141 | 692,720 |
CASH - BEGINNING OF PERIOD | 835,471 | 1,985,334 | 0 |
CASH - END OF PERIOD | 692,720 | 1,855,193 | 692,720 |
Cash paid for interest | 26,938 | 0 | 45,363 |
Supplemental Disclosure of Non-Cash Financing Activities: | ' | ' | ' |
Conversion of notes payable and accrued interest to common stock | 0 | 0 | 18,897,167 |
Reclassification of deferred financing fees to additional paid-in capital | 0 | 0 | 148,014 |
Stock issued to technology finders and licensors | 0 | 0 | 155 |
Warrants issued to placement agent | 0 | 0 | 854,608 |
Debt discount on senior convertible notes | 0 | 0 | 6,312,768 |
Deemed dividend - beneficial conversion feature | 309,944 | 0 | 309,944 |
Accrued deferred financing cost | 0 | 0 | 30,803 |
Accrued private placement expenses | $25,867 | $0 | $25,867 |
Organization_Business_and_Basi
Organization, Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2013 | |
Organization Business and Basis Of Presentation [Abstract] | ' |
Organization, Business and Basis of Presentation | ' |
Note 1 — Organization, Business and Basis of Presentation: | |
Organization and Business: | |
CorMedix Inc., incorporated in July 2006 under the laws of the State of Delaware (referred to herein as “we,” “us,” “our” and the “Company”), is a development stage pharmaceutical and medical device company that seeks to in-license, develop and commercialize therapeutic products for the treatment of cardiac and renal dysfunction, specifically in the dialysis and non-dialysis areas. | |
Basis of Presentation: | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions for Form 10-Q and Article 10 of Regulation S-X . Accordingly, the unaudited condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results. Interim operating results are not necessarily indicative of results that may be expected for the full year ending December 31, 2013 or for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto of the Company which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 27, 2013. The accompanying condensed balance sheet as of December 31, 2012 has been derived from the audited financial statements included in such Form 10-K. | |
The Company’s primary activities since incorporation have been organizational activities, including recruiting personnel, acquiring licenses for its pharmaceutical compound pipeline, performing business and financial planning, performing research and development, establishing office facilities, and raising funds through the issuance of debt and common stock. The Company has not generated any revenues from its product candidates and, accordingly, the Company is considered to be in the development stage. | |
The Company’s unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments through the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities. The Company has sustained losses since its inception and expects that such losses will continue over the next several years. Management believes that the Company’s recent decision to focus the majority of the Company’s resources, including the Company’s research and development efforts, primarily on the CE marking approval and commercialization of Neutrolin® (CRMD003) in Europe will result in the currently available capital resources of the Company being sufficient to meet the Company’s operating needs through the second quarter of 2013. The Company intends to raise additional funds through various potential sources, such as equity and/or debt financings, strategic relationships, or out-licensing of its products, however, the Company can provide no assurances that such financing will be available on acceptable terms, or at all. If adequate financing is not available, the Company may be required to terminate or significantly curtail or cease its operations, or enter into arrangements with collaborative partners or others that may require the Company to relinquish rights to certain of its technologies, or potential markets that the Company would not otherwise relinquish. | |
These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
For the three months ended March 31, 2013 and the period from July 28, 2006 (inception) to March 31, 2013, the Company incurred net losses of $1,257,051 and $47,630,285, respectively. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Summary of Significant Accounting Policies | ' | ||||||||
Note 2 — Summary of Significant Accounting Policies: | |||||||||
Use of Estimates: | |||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
Basis of Consolidation: | |||||||||
The consolidated financial statements include the accounts of CorMedix Europe GmbH, a wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||
Loss per common share: | |||||||||
Basic earnings (loss) per common share excludes any potential dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. However, since their effect is anti-dilutive, the Company has excluded potentially dilutive shares. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive. | |||||||||
Three Months Ended | |||||||||
March 31, | March 31, | ||||||||
2013 | 2012 | ||||||||
Convertible notes | 3,782,857 | - | |||||||
Series A non-voting preferred stock | 287,324 | - | |||||||
Shares underlying outstanding warrants | 8,610,665 | 4,807,534 | |||||||
Shares underlying outstanding stock options | 3,298,297 | 1,547,122 | |||||||
Total | 15,979,143 | 6,354,656 | |||||||
Stock-Based Compensation: | |||||||||
Stock-based compensation cost, net of expected forfeitures, granted to employees, officers and directors is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period on a straight-line basis. | |||||||||
The Company accounts for stock options granted to non-employees on a fair value basis using the Black-Scholes option pricing method. The non-cash charge to operations for non-employee options with service vesting is revalued at the end of each reporting period based upon the change in the fair value of the options and amortized to consulting expense over the related vesting period. For stock options granted to non-employees with vesting contingent upon various performance metrics, the Company used the guidelines in accordance with FASB ASC No. 505-50, “Equity-Based Payments to Non-Employees.” For options having performance conditions that are outside of the control of the non-employee, the cost to be recognized is the lowest aggregate fair value prior to the achievement of the performance condition, even if the Company believes it is probable that the performance condition will be achieved. | |||||||||
During the three months ended March 31, 2013 and 2012, options to purchase an aggregate of 1,400,000 and 330,000 shares of common stock, respectively, were granted to the Company’s employees, officers, directors and consultants. |
Convertible_Notes
Convertible Notes | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Convertible Notes | ' | ||||||||
Note 3 — Convertible Notes: | |||||||||
During the year ended December 31, 2012, the Company completed a private placement of an aggregate of 1,324 Units, each Unit consisting of (i) a one-year $1,000 aggregate principal amount 9% Senior Convertible Note (the "Notes"), convertible into shares (the "Conversion Shares") of common stock, at a conversion price of $0.35 per Note, and (ii) a five-year redeemable Warrant (the "Warrants") to purchase 3,310,000 shares of common stock (the "Warrant Shares"), to certain accredited investors (the "Purchasers") pursuant to Subscription Agreements dated September 20, 2012 and November 13, 2012 (the “Subscription Agreements”). The Company received aggregate gross proceeds of $1,324,000. The total net proceeds (net of placement agent and legal fees) of the private placement to the Company were $1,095,600. The Company paid the placement agent for the private placement a total of $109,900 in fees and issued it warrants to purchase an aggregate of 331,000 shares of its common stock. The placement agent warrants have the same terms as those issued to the investors. The Notes issued have maturity dates of September 20, 2013 and November 13, 2013. | |||||||||
The Notes bear interest at 9% per annum payable quarterly in arrears. The Company has the right to prepay, in certain instances, all (but not less than all, subject to certain share ownership limitations) of the then outstanding Notes by paying 120% of the principal and accrued but unpaid interest through and including the date each Note is repaid. | |||||||||
The Purchasers were issued Warrants to purchase the Company's common stock, exercisable for a period of five years at an initial exercise price of $0.40, subject to adjustment. The Warrants provide for customary adjustments to the exercise price in the event of stock splits, stock dividends and other similar corporate events and may be exercised on a cashless basis. The Warrants do not confer any voting rights or any other rights as a shareholder. | |||||||||
The Company, upon thirty-day notice to holders of outstanding Warrants, has the right, subject to certain limitations, to redeem all or any portion of the Warrants then outstanding for consideration of $0.001 per Warrant if (i) either (a) there is an effective registration statement for resale of all of the Conversion Shares, or (b) all of the Conversion Shares may be resold pursuant to Rule 144 without any restrictions or limitations, and (ii) for the ten consecutive trading days prior to the date that the Company notifies such holders of such redemption, (a) the daily volume-weight adjusted market price of the Common Stock is equal to or greater than 140% of the then exercise price, and (b) the average daily value of the trading volume is not less than $100,000. | |||||||||
The Company accounts for the beneficial conversion feature (“BCF”) and warrant valuation in accordance with FASB ASC 470-20, Debt with Conversion and Other Options. The Company records a BCF related to the issuance of convertible debt that has conversion features at fixed rates that are “in-the-money” when issued and the fair value of warrants issued in connection with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants, based on their relative fair value, and as a reduction to the carrying amount of the convertible debt equal to the intrinsic value of the conversion feature. The discount recorded in connection with the BCF and warrant valuation is recognized as non-cash interest expense and is amortized over the terms of the convertible notes. The Company recorded an aggregate of $1,333,307 for the calculated fair value of the warrants and BCF, in conjunction with the convertible notes issued on September 20, 2012 and November 13, 2012. | |||||||||
The Company valued the warrants using the fair value method, at the date the warrants were issued, using the Black-Scholes valuation model and the following assumptions: | |||||||||
20-Sep-12 | 13-Nov-12 | ||||||||
Contractual Term | 5 years | 5 years | |||||||
Volatility | 117.57 | % | 119.15 | % | |||||
Dividend yield | 0 | % | 0 | % | |||||
Risk-free interest rate | 0.7 | % | 0.63 | % | |||||
Senior convertible notes consist of the following at March 31, 2013: | |||||||||
9% Senior convertible notes | $ | 664,000 | |||||||
Debt discount/beneficial conversion feature | (456,533 | ) | |||||||
Balance | $ | 207,467 | |||||||
Accrued interest | $ | 15,168 | |||||||
9% Senior convertible notes, related parties | $ | 660,000 | |||||||
Debt discount/beneficial conversion feature | (268,961 | ) | |||||||
Balance | $ | 391,039 | |||||||
Accrued interest, related parties | $ | 15,077 |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||
STOCKHOLDERS' DEFICIT | ' | ||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||
Note 4 — Stockholders’ Equity: | |||||||||||||||||
Common Stock | |||||||||||||||||
On January 9, 2013, the Company filed a registration statement with the SEC to register the resale of the shares of common stock issuable upon the conversion of the Notes and the exercise of the Warrants, which filing was within 60 days after the final closing, as required. The registration statement was declared effective on April 4, 2013. Because the registration statement was not declared effective within 120 days after the date of the final closing, which is March 13, 2013, the Company was obligated to pay aggregated liquidated damages of $551. | |||||||||||||||||
Preferred Stock | |||||||||||||||||
On February 19, 2013, the Company sold 761,429 shares of its newly created Series A Non-Voting Convertible preferred stock and a warrant to purchase up to 400,000 shares of the Company’s common stock, for gross proceeds of $533,000. The Series A shares and the warrant were sold together at a price of $0.70 per share for each share of Series A stock. Each share of Series A Stock is convertible into one share of the Company’s common stock at any time at the holder’s option. However, the holder will be prohibited from converting Series A Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 3.99% of the total number of shares of the Company’s common stock then issued and outstanding. In the event of the Company’s liquidation, dissolution, or winding up, holders of the Series A Stock will receive a payment equal to $0.001 per share of Series A Stock before any proceeds are distributed to the holders of common stock. Shares of the Series A Stock will not be entitled to receive any dividends, unless and until specifically declared by the Company’s board of directors, and will rank: | |||||||||||||||||
· | senior to all common stock; | ||||||||||||||||
· | senior to any class or series of capital stock hereafter created specifically by its terms junior to the Series A Stock; | ||||||||||||||||
· | on parity with our Series A Preferred Stock and any class or series of capital stock hereafter created specifically ranking by its terms on parity with the Series A Stock; and | ||||||||||||||||
· | junior to any class or series of capital stock hereafter created specifically ranking by its terms senior to the Series A Stock; | ||||||||||||||||
in each case, as to distributions of assets upon our liquidation, dissolution or winding up whether voluntarily or involuntarily. | |||||||||||||||||
The warrant is exercisable immediately upon issuance and has an exercise price of $1.50 per share and a term of five years. However, the holder will be prohibited from exercising the warrant if, as a result of such exercise, the holder, together with its affiliates, would own more than 3.99% of the total number of shares of the Company’s common stock then issued and outstanding. | |||||||||||||||||
On February 22, 2013, an aggregate of 474,105 shares of the Series A non-voting convertible preferred stock was converted into 474,105 shares of common stock. | |||||||||||||||||
During the three months ended March 31, 2013, because the Series A non-voting preferred stock is immediately convertible at the option of the holder, we recorded deemed dividend of $309,944 from the beneficial conversion feature associated with the issuance of the Series A non-voting convertible preferred stock and the warrant. | |||||||||||||||||
Stock Options | |||||||||||||||||
On March 20, 2013, the Company’s board of directors approved the 2013 Stock Incentive Plan (the “2013 Plan”). The 2013 Plan provides for the issuance of equity grants in the form of options, restricted stock, stock awards and other forms of equity compensation. Awards may be made to directors, officers, employees and consultants under the 2013 Plan. An aggregate of 5,000,000 shares of the Company’s common stock is reserved for issuance under the 2013 Plan. The 2013 Plan is subject to shareholders’ approval at the next annual shareholders’ meeting of the Company. | |||||||||||||||||
During the three months ended March 31 2013, the Company granted to its officers and directors ten-year non-qualified stock options under the 2013 Plan, covering an aggregate of 1,020,000 shares of the Company’s common stock with an exercise price of $0.90 per share. The 310,000 options granted to four directors vest quarterly over two years. The remaining 710,000 options vest upon specified milestones. The Company recorded the pro rata expense during the three months ended March 31, 2013. | |||||||||||||||||
During the three months ended March 31 2013, the Company granted to various non-officer consultants ten-year non-statutory stock options under the 2013 Plan, covering an aggregate of 380,000 shares of the Company’s common stock with an exercise price of $0.90 per share. Of these options, 260,000 vest upon specified performance milestones, and 120,000 options vest in three years. For the three months ended March 31, 2013, the Company recorded the pro rata expense for the 120,000 options and no expense was recognized for the options that were subject to performance milestones since such milestones were not achieved as of March 31, 2013. | |||||||||||||||||
In March 2013, the Company’s board of directors amended the vesting schedule of the options granted on December 5, 2012. Given the anticipated final approval for the CE Mark certification for Neutrolin® during the second quarter of 2013, 50% of such options will now vest on the date of issuance of the CE Mark certification for Neutrolin® in Europe, if the CE Mark approval is obtained on or before June 30, 2013 (as opposed to March 31, 2013 as previously provided by our Board). During the three months ended March 31, 2013, the Company recorded the pro rata expense and will amortize the remaining expense through the second quarter of 2013. | |||||||||||||||||
During the three months ended March 31, 2013, an aggregate of 237,333 unvested stock options granted to its former Chief Medical Officer under the Amended and Restated 2006 Stock Incentive Plan (the “2006 Plan”) were forfeited as a result of his departure from the Company. The Company reversed the recorded expense related to the forfeited stock options during the three months ended March 31, 2013. | |||||||||||||||||
During the three months ended March 31, 2012, stock options to purchase an aggregate of 150,000 shares of common stock were granted to the Company’s directors under the 2006 Plan with an exercise price of $0.29 which vest on the one-year anniversary of the grant date, January 6, 2013. Additionally, the Company granted 180,000 stock options to its former Chief Operating Officer/Chief Financial Officer (“COO/CFO”) with an exercise price of $0.49 per share. As a result of the Company’s COO/CFO’s resignation in April 2012, all of the options mentioned above except for the 45,000 vested options were forfeited. The vested 45,000 stock options were amended to extend the exercise period up to and through May 31, 2014. The Company re-measured and recorded as an expense the value of the 45,000 stock options and reversed the recorded expense of the forfeited stock options. | |||||||||||||||||
During the three months ended March 31, 2013, total compensation expense for stock options issued to employees, directors, officers and consultants was $70,764 offset by the reversal of $88,687 of previously recognized expense related to stock options forfeited, and for the three months ended March 31, 2012 and the period from July 28, 2006 (inception) to March 31, 2013, compensation expense recorded was $96,662 and $2,581,315, respectively. | |||||||||||||||||
The Company records compensation expense associated with stock options and other forms of equity compensation using the Black-Scholes option-pricing model and the following assumptions: | |||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||
31-Mar-13 | 31-Mar-12 | ||||||||||||||||
Expected Term | 5 years | 5 years | |||||||||||||||
Volatility | 118% - 131% | 113% - 114% | |||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||
Risk-free interest rate | 0.81% - 1.96% | 0.86% - 1.22% | |||||||||||||||
The Company estimated the expected term of the stock options granted based on anticipated exercises in future periods. The expected term of the stock options granted to consultants is based upon the contractual terms established within agreements with the Company. Given the Company’s short period of publicly-traded stock history, management’s estimate of expected volatility is based on the average expected volatilities of a sampling of five companies with similar attributes to the Company, including: industry, stage of life cycle, size and financial leverage. The Company will continue to analyze the expected stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. The expected dividend yield of 0.0% reflects the Company’s current and expected future policy for dividends on the Company’s common stock. To determine the risk-free interest rate, the Company utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of the Company’s awards. The Company has experienced forfeitures of stock options issued to its former officers, board member and employees. Consistent with its historical forfeiture experience, the Company has applied a forfeiture rate of approximately 39% and 40% to calculate stock option expense for the three month periods ended March 31, 2013 and 2012, respectively. The Company will continue to evaluate the estimated forfeiture rate derived from previous forfeitures of officers, directors and employees and may adjust the forfeiture rate based upon actual forfeitures that may occur in the future. | |||||||||||||||||
A summary of the Company’s stock options activity and related information is as follows: | |||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||
31-Mar-13 | 31-Mar-12 | ||||||||||||||||
Shares | Weighted | Shares | Weighted | ||||||||||||||
Average | Average | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Price | Price | ||||||||||||||||
Outstanding at beginning of period | 2,135,630 | $ | 1.26 | 1,236,342 | $ | 2.47 | |||||||||||
Forfeited | (237,333 | ) | $ | 1.61 | (19,220 | ) | $ | 1.89 | |||||||||
Granted | 1,400,000 | $ | 0.9 | 330,000 | $ | 0.4 | |||||||||||
Outstanding at end of period | 3,298,297 | $ | 1.08 | 1,547,122 | $ | 2.03 | |||||||||||
Expected to vest | 1,476,200 | $ | 0.78 | 402,698 | $ | 2.03 | |||||||||||
Options exercisable | 878,297 | $ | 1.91 | 875,958 | $ | 2.6 | |||||||||||
Weighted-average fair value of options granted during the period | $ | 0.77 | $ | 0.32 | |||||||||||||
The weighted average remaining contractual life of stock options outstanding and expected to vest at March 31, 2013 is 8.3 years. The weighted average remaining contractual life of stock options exercisable at March 31, 2013 is 5 years. The aggregate outstanding stock options intrinsic value of $316,700 is calculated as the difference between the exercise prices of all underlying outstanding stock options and the quoted closing price of the common stock of the Company as of March 31, 2013 for those options that have an exercise price below the quoted closing price. | |||||||||||||||||
As of March 31, 2013, the total compensation expense related to non-vested options not yet recognized totaled $1,562,392. The weighted-average vesting period over which the total compensation expense related to non-vested options not yet recognized at March 31, 2013 was approximately 0.9 years. | |||||||||||||||||
Warrants | |||||||||||||||||
In February 2013, the Company repurchased outstanding warrants to purchase an aggregate of 220,000 shares of the Company’s common stock at a purchase price of $0.15 per share underlying the warrant. The warrants were issued in the Company’s initial public offering and had an exercise price of $3.4375. The repurchased warrants were cancelled. | |||||||||||||||||
The following table is the summary of warrants outstanding at March 31, 2013: | |||||||||||||||||
Number of | Exercise | Expiration | |||||||||||||||
Warrants | Price | Date | |||||||||||||||
Issued to co-placement agents in connection with previous convertible note financings | 18,250 | 7.84 | 10/29/14 | ||||||||||||||
Issued in connection with 2009 private placement | 503,034 | 3.4375 | 10/29/14 | ||||||||||||||
Issued in connection with IPO | 4,043,569 | 3.4375 | 3/24/15 | ||||||||||||||
Issued to IPO underwriters that, if exercised, would result in the issuance of an additional 4,812 shares of common stock and warrants to purchase an additional 2,406 shares of common stock | 4,812 | 3.9 | 3/24/15 | ||||||||||||||
Issued in connection with September 20, 2012 private placement of convertible notes | 2,125,000 | 0.4 | 9/20/17 | ||||||||||||||
Issued to placement agent in connection with September 20, 2012 private placement of convertible notes | 212,500 | 0.4 | 9/20/17 | ||||||||||||||
Issued in connection with November 13, 2012 private placement of convertible notes | 1,185,000 | 0.4 | 11/13/17 | ||||||||||||||
Issued to placement agent in connection with November 13, 2012 private placement of convertible notes | 118,500 | 0.4 | 11/13/17 | ||||||||||||||
Issued in connection with February 2013 private placement | 400,000 | 1.5 | 2/19/18 | ||||||||||||||
Total warrants outstanding at March 31, 2013 | 8,610,665 |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Note 5 — Commitments and Contingencies: | |
In February 2007, Geistlich Söhne AG für Chemische Industrie, Switzerland, or Geistlich, brought an action against the Sodemann patent covering the Company’s Neutrolin® product candidate which is owned by ND Partners, LLC and licensed to the Company pursuant to the License and Assignment Agreement between the Company and ND Partners LLC. The action that was brought against the Sodemann patent in Germany at the Board of the European Patent Office opposition division was for lack of inventiveness in the use of citric acid and a pH value in the range of 4.5 to 6.5 with having the aim to provide an alternative lock solution through having improved anticoagulant characteristics compared to the lock solutions described in the Lehner patent. The Board of the European Patent Office opposition division rejected the opposition by Geistlich. On August 27, 2008, Geistlich appealed the court's ruling, alleging the same arguments as presented during the opposition proceedings. The Company filed a response to the appeal of Geistlich on March 25, 2009 where the Company requested a dismissal of the appeal and to maintain the patent as granted. To date, no further petitions have been filed by ND Partners or Geistlich. On October 10, 2012, the Company became aware that the Board of Appeals of the European Patent Office issued on September 4, 2012, a summons for oral proceedings. On November 28, 2012, the Board of Appeals of the European Patent Office held oral proceedings and verbally upheld the Sodemann patent covering Neutrolin®, but remanded the proceeding to the lower court to consider restricting certain of the Sodemann patent claims. The Company received the Appeals Board final written decision on March 28, 2013 which was consistent with the oral proceedings. The Company intends to continue to vigorously defend the patent. However, the Company can provide no assurances regarding the outcome of this matter. | |
Navinta LLC, a U.S.-based Active Pharmaceutical Ingredient (“API”) developer, provides API manufacturing (manufactured in India at an FDA-compliant facility) and a Drug Master File for CRMD003, pursuant to a supply agreement dated December 7, 2009 (the “Navinta Agreement”). The Navinta Agreement provides that Navinta will supply taurolidine (the API for CRMD003) to the Company on an exclusive worldwide basis in the field of the prevention and treatment of human infection and/or dialysis so long as the Company purchased a minimum of $350,000 of product from Navinta by December 30, 2010, which the Company achieved, and following the Company’s first commercial sale of a product incorporating taurolidine, purchase a minimum of $2,250,000 of product on an annual basis for five years. The Company is also required to make certain cash payments to Navinta upon the achievement of certain sales-based milestones. The maximum aggregate amount of such payments, assuming achievement of all milestones, is $1,975,000. The Navinta Agreement has a term of five years, but may be terminated by either party upon 30 days written notice. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2013 | |
Fair Value Measurements [Abstract] | ' |
Fair Value Measurements | ' |
Note 6 — Fair Value Measurements: | |
The fair value of the Company’s cash, convertible notes, and accounts payable at March 31, 2013 are estimated to approximate their carrying values due to the relative liquidity and short-term nature of these instruments. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 7 — Subsequent Events: | |
On April 10, 2013, the Company entered into an amendment to the License and Assignment Agreement, dated January 30, 2008, between the Company and ND Partners, LLC. Under Article 6 of the License Agreement, the Company is obligated to make a milestone payment of $500,000 to ND Partners upon the first issuance of a CE Marking for a licensed product, which payment is payable to ND Partners within 30 days after such issuance. Pursuant to the terms of the amendment, the Company and ND Partners agreed to delay such milestone payment to a time, to be chosen by the Company, anytime within 12 months after the achievement of such issuance. As consideration for the amendment, the Company issued ND Partners a warrant to purchase 125,000 shares of its common stock at an exercise price of $1.50 per share. The warrant is exercisable immediately upon issuance and has a term of five years. The warrant contains a cashless exercise feature and standard adjustment features in the event of a stock split, stock dividend, recapitalization or similar events. | |
On April 18, 2013, the Company received notice from the NYSE MKT LLC (“NYSE MKT”) that it granted the Company an extension until June 30, 2013 to regain compliance with continued listing standards of the NYSE MKT, during which time the NYSE MKT will continue its listing. The NYSE MKT previously notified the Company on April 20, 2012 that the Company was not in compliance with Section 1003(a)(iv) of the NYSE MKT Company Guide in that the Company had sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition had become so impaired that it appeared questionable, in the opinion of the NYSE MKT, as to whether the Company will be able to continue operations and/or meet its obligations as they mature. The Company was afforded an opportunity to submit a plan of compliance to the NYSE MKT and, on May 17, 2012, the Company presented a plan to the NYSE MKT. On June 27, 2012, the NYSE MKT accepted the Company’s plan to regain compliance with its continued listing standards and granted an extension until August 22, 2012. On September 21, 2012, the NYSE MKT notified the Company that it granted them another extension to January 31, 2013 and on February 1, 2013, NYSE MKT notified that the Company was further granted extension until April 15, 2013 to regain compliance with the continued listing standards of the NYSE MKT. | |
Separately, the NYSE MKT notified the Company on April 5, 2013, that, based on its Form 10-K for the fiscal year ended December 31, 2012, filed on March 27, 2013, the Company did not meet an additional continued listing standard of the NYSE MKT as set forth in Part 10 of the NYSE MKT Company Guide (“Company Guide”). Specifically, the Company is not in compliance with Section 1003(a)(i) of the Company Guide because it reported stockholders’ equity of less than $2 million as of December 31, 2012, and losses from continuing operations and/or net losses in two of its three most recent fiscal years viewed prospectively from the date of its initial listing. As a result, the Company again become subject to the procedures and requirements of Section 1009 of the Company Guide. The Company had to submit to the NYSE MKT no later than May 6, 2013, which the Company did, a plan of compliance to address how it intend to regain compliance with Section 1003(a)(i) of the Company Guide by October 20, 2013. If that plan is accepted by NYSE MKT, the Company may be able to continue its listing through October 20, 2103, during which time it will be subject to periodic review to determine whether it is making progress consistent with the Plan. | |
The Company remains subject to the conditions set forth in the NYSE MKT’s letters dated April 20, 2012 and April 5, 2013. If the Company is not in compliance with all of the NYSE MKT’s continued listing standards of both Section 1003(a)(i) and Section 1003(a)(iv) within the respective timeframes provided, or do not make progress consistent with either plan during the respective plan period, the NYSE MKT will initiate delisting proceedings. | |
In April and through May 2, 2013, $409,600 senior convertible notes payable were converted resulting in the issuance of 1,170,286 shares of the Company’s common stock. | |
On May 1 and 2, 2013, a total of 150,000 warrants were exercised for $0.40 per share resulting in aggregate gross proceeds of $60,000 to the Company. |
Restatement_of_Condensed_Conso
Restatement of Condensed Consolidated Financial Statements | 3 Months Ended | ||||
Mar. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
8. Restatement of Condensed Consolidated Financial Statements | ' | ||||
The Company has identified an error resulting in the understatement of the non-cash deemed dividend – beneficial conversion feature in the amount of $129,442 for the three months ended March 31, 2013 and the cumulative period from July 28, 2006 (Inception) to March 31, 2013. The following table illustrates the effect on each line item as of and for the three months ended March 31, 2013 and the cumulative period from July 28, 2006 (Inception) to March 31, 2013: | |||||
As Previously | |||||
Reported | As Restated | ||||
($) | ($) | ||||
Condensed Consolidated Balance Sheets as of March 31, 2013 (Unaudited) | |||||
Additional paid-in capital | 46,522,547 | 46,651,989 | |||
Deficit accumulated during the development stage | (47,810,787 | ) | (47,940,229 | ) | |
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2013 (Unaudited) | |||||
Deemed dividend – beneficial conversion feature | (180,502 | ) | (309,944 | ) | |
Net loss attributable to common shareholders | (1,437,553 | ) | (1,566,995 | ) | |
Net loss per share – basic and diluted | (0.12 | ) | (0.14 | ) | |
Condensed Consolidated Statements of Operations Cumulative Period from July 28, 2006 (Inception) through March 31, 2013 (Unaudited) | |||||
Deemed dividend – beneficial conversion feature | (180,502 | ) | (309,944 | ) | |
Net loss attributable to common shareholders | (47,810,787 | ) | (47,940,229 | ) | |
Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2013 (Unaudited) | |||||
Additional Paid-in Capital | |||||
Deemed dividend related to beneficial conversion feature of Series A non- | 180,502 | 309,944 | |||
voting preferred stock | |||||
Balance at March 31, 2013 | 46,522,547 | 46,651,989 | |||
Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2013 (Unaudited) | |||||
Deficit Accumulated During the Development Stage | |||||
Deemed dividend related to beneficial conversion feature of Series A non- | (180,502 | ) | (309,944 | ) | |
voting preferred stock | |||||
Balance at March 31, 2013 | (47,810,787 | ) | (47,940,229 | ) | |
Condensed Consolidated Statement of Cash Flows For the Three Months Ended March 31, 2013 (Unaudited) | |||||
Supplemental Disclosure of Non-Cash Financing Activities | |||||
Deemed dividend – beneficial conversion feature | 180,502 | 309,944 | |||
Condensed Consolidated Statement of Cash Flows For the Cumulative Period from July 28, 2006 (Inception) through March 31, 2013 (Unaudited) | |||||
Supplemental Disclosure of Non-Cash Financing Activities | |||||
Deemed dividend – beneficial conversion feature | 180,502 | 309,944 | |||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Use of Estimates | ' | ||||||||
Use of Estimates: | |||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
Basis of Consolidation | ' | ||||||||
Basis of Consolidation: | |||||||||
The consolidated financial statements include the accounts of CorMedix Europe GmbH, a wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||
Loss per common share | ' | ||||||||
Loss per common share: | |||||||||
Basic earnings (loss) per common share excludes any potential dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. However, since their effect is anti-dilutive, the Company has excluded potentially dilutive shares. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive. | |||||||||
Three Months Ended | |||||||||
March 31, | March 31, | ||||||||
2013 | 2012 | ||||||||
Convertible notes | 3,782,857 | - | |||||||
Series A non-voting preferred stock | 287,324 | - | |||||||
Shares underlying outstanding warrants | 8,610,665 | 4,807,534 | |||||||
Shares underlying outstanding stock options | 3,298,297 | 1,547,122 | |||||||
Total | 15,979,143 | 6,354,656 | |||||||
Stock-Based Compensation | ' | ||||||||
Stock-Based Compensation: | |||||||||
Stock-based compensation cost, net of expected forfeitures, granted to employees, officers and directors is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period on a straight-line basis. | |||||||||
The Company accounts for stock options granted to non-employees on a fair value basis using the Black-Scholes option pricing method. The non-cash charge to operations for non-employee options with service vesting is revalued at the end of each reporting period based upon the change in the fair value of the options and amortized to consulting expense over the related vesting period. For stock options granted to non-employees with vesting contingent upon various performance metrics, the Company used the guidelines in accordance with FASB ASC No. 505-50, “Equity-Based Payments to Non-Employees.” For options having performance conditions that are outside of the control of the non-employee, the cost to be recognized is the lowest aggregate fair value prior to the achievement of the performance condition, even if the Company believes it is probable that the performance condition will be achieved. | |||||||||
During the three months ended March 31, 2013 and 2012, options to purchase an aggregate of 1,400,000 and 330,000 shares of common stock, respectively, were granted to the Company’s employees, officers, directors and consultants. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ||||||||
The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive. | |||||||||
Three Months Ended | |||||||||
March 31, | March 31, | ||||||||
2013 | 2012 | ||||||||
Convertible notes | 3,782,857 | - | |||||||
Series A non-voting preferred stock | 287,324 | - | |||||||
Shares underlying outstanding warrants | 8,610,665 | 4,807,534 | |||||||
Shares underlying outstanding stock options | 3,298,297 | 1,547,122 | |||||||
Total | 15,979,143 | 6,354,656 |
Convertible_Notes_Tables
Convertible Notes (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2013 | |||||||||
Convertible Notes Payable [Abstract] | ' | ||||||||
Fair Value Assumption of Warrant Issued | ' | ||||||||
The Company valued the warrants using the fair value method, at the date the warrants were issued, using the Black-Scholes valuation model and the following assumptions: | |||||||||
20-Sep-12 | 13-Nov-12 | ||||||||
Contractual Term | 5 years | 5 years | |||||||
Volatility | 117.57 | % | 119.15 | % | |||||
Dividend yield | 0 | % | 0 | % | |||||
Risk-free interest rate | 0.7 | % | 0.63 | % | |||||
Senior Convertible Notes and Warrants Additional Information | ' | ||||||||
Senior convertible notes consist of the following at March 31, 2013: | |||||||||
9% Senior convertible notes | $ | 664,000 | |||||||
Debt discount/beneficial conversion feature | (456,533 | ) | |||||||
Balance | $ | 207,467 | |||||||
Accrued interest | $ | 15,168 | |||||||
9% Senior convertible notes, related parties | $ | 660,000 | |||||||
Debt discount/beneficial conversion feature | (268,961 | ) | |||||||
Balance | $ | 391,039 | |||||||
Accrued interest, related parties | $ | 15,077 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2013 | |||||||||||||||||
STOCKHOLDERS' DEFICIT | ' | ||||||||||||||||
Assumptions Used in Black-Scholes Option-Pricing Model | ' | ||||||||||||||||
The Company records compensation expense associated with stock options and other forms of equity compensation using the Black-Scholes option-pricing model and the following assumptions: | |||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||
31-Mar-13 | 31-Mar-12 | ||||||||||||||||
Expected Term | 5 years | 5 years | |||||||||||||||
Volatility | 118% - 131% | 113% - 114% | |||||||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||||||
Risk-free interest rate | 0.81% - 1.96% | 0.86% - 1.22% | |||||||||||||||
Summary of Option Activity under Plan and Related Information | ' | ||||||||||||||||
A summary of the Company’s stock options activity and related information is as follows: | |||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||
31-Mar-13 | 31-Mar-12 | ||||||||||||||||
Shares | Weighted | Shares | Weighted | ||||||||||||||
Average | Average | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Price | Price | ||||||||||||||||
Outstanding at beginning of period | 2,135,630 | $ | 1.26 | 1,236,342 | $ | 2.47 | |||||||||||
Forfeited | (237,333 | ) | $ | 1.61 | (19,220 | ) | $ | 1.89 | |||||||||
Granted | 1,400,000 | $ | 0.9 | 330,000 | $ | 0.4 | |||||||||||
Outstanding at end of period | 3,298,297 | $ | 1.08 | 1,547,122 | $ | 2.03 | |||||||||||
Expected to vest | 1,476,200 | $ | 0.78 | 402,698 | $ | 2.03 | |||||||||||
Options exercisable | 878,297 | $ | 1.91 | 875,958 | $ | 2.6 | |||||||||||
Weighted-average fair value of options granted during the period | $ | 0.77 | $ | 0.32 | |||||||||||||
Summary of warrants outstanding | ' | ||||||||||||||||
The following table is the summary of warrants outstanding at March 31, 2013: | |||||||||||||||||
Number of | Exercise | Expiration | |||||||||||||||
Warrants | Price | Date | |||||||||||||||
Issued to co-placement agents in connection with previous convertible note financings | 18,250 | 7.84 | 10/29/14 | ||||||||||||||
Issued in connection with 2009 private placement | 503,034 | 3.4375 | 10/29/14 | ||||||||||||||
Issued in connection with IPO | 4,043,569 | 3.4375 | 3/24/15 | ||||||||||||||
Issued to IPO underwriters that, if exercised, would result in the issuance of an additional 4,812 shares of common stock and warrants to purchase an additional 2,406 shares of common stock | 4,812 | 3.9 | 3/24/15 | ||||||||||||||
Issued in connection with September 20, 2012 private placement of convertible notes | 2,125,000 | 0.4 | 9/20/17 | ||||||||||||||
Issued to placement agent in connection with September 20, 2012 private placement of convertible notes | 212,500 | 0.4 | 9/20/17 | ||||||||||||||
Issued in connection with November 13, 2012 private placement of convertible notes | 1,185,000 | 0.4 | 11/13/17 | ||||||||||||||
Issued to placement agent in connection with November 13, 2012 private placement of convertible notes | 118,500 | 0.4 | 11/13/17 | ||||||||||||||
Issued in connection with February 2013 private placement | 400,000 | 1.5 | 2/19/18 | ||||||||||||||
Total warrants outstanding at March 31, 2013 | 8,610,665 |
Restatement_of_Condensed_Conso1
Restatement of Condensed Consolidated Financial Statements (Tables) | 3 Months Ended | ||||
Mar. 31, 2013 | |||||
Notes to Financial Statements | ' | ||||
Schedule of restatement | ' | ||||
As Previously | |||||
Reported | As Restated | ||||
($) | ($) | ||||
Condensed Consolidated Balance Sheets as of March 31, 2013 (Unaudited) | |||||
Additional paid-in capital | 46,522,547 | 46,651,989 | |||
Deficit accumulated during the development stage | (47,810,787 | ) | (47,940,229 | ) | |
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2013 (Unaudited) | |||||
Deemed dividend – beneficial conversion feature | (180,502 | ) | (309,944 | ) | |
Net loss attributable to common shareholders | (1,437,553 | ) | (1,566,995 | ) | |
Net loss per share – basic and diluted | (0.12 | ) | (0.14 | ) | |
Condensed Consolidated Statements of Operations Cumulative Period from July 28, 2006 (Inception) through March 31, 2013 (Unaudited) | |||||
Deemed dividend – beneficial conversion feature | (180,502 | ) | (309,944 | ) | |
Net loss attributable to common shareholders | (47,810,787 | ) | (47,940,229 | ) | |
Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2013 (Unaudited) | |||||
Additional Paid-in Capital | |||||
Deemed dividend related to beneficial conversion feature of Series A non- | 180,502 | 309,944 | |||
voting preferred stock | |||||
Balance at March 31, 2013 | 46,522,547 | 46,651,989 | |||
Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2013 (Unaudited) | |||||
Deficit Accumulated During the Development Stage | |||||
Deemed dividend related to beneficial conversion feature of Series A non- | (180,502 | ) | (309,944 | ) | |
voting preferred stock | |||||
Balance at March 31, 2013 | (47,810,787 | ) | (47,940,229 | ) | |
Condensed Consolidated Statement of Cash Flows For the Three Months Ended March 31, 2013 (Unaudited) | |||||
Supplemental Disclosure of Non-Cash Financing Activities | |||||
Deemed dividend – beneficial conversion feature | 180,502 | 309,944 | |||
Condensed Consolidated Statement of Cash Flows For the Cumulative Period from July 28, 2006 (Inception) through March 31, 2013 (Unaudited) | |||||
Supplemental Disclosure of Non-Cash Financing Activities | |||||
Deemed dividend – beneficial conversion feature | 180,502 | 309,944 |
Organization_Business_and_Basi1
Organization, Business and Basis of Presentation - Additional Information (Detail) (USD $) | 3 Months Ended | 80 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2013 | |
Disclosure Organization Business and Basis Of Presentation Additional Information [Abstract] | ' | ' | ' |
Entity Incorporation State Country Name | 'Delaware | ' | ' |
Entity Date of incorporation | '2006-07 | ' | ' |
Net loss | $1,257,051 | $910,161 | $47,630,285 |
Exclusion_of_Potentially_Dilut
Exclusion of Potentially Dilutive Securities From Calculation of Diluted Net Loss Per Share (Detail) | 3 Months Ended | ||
Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 | |
Earnings Per Share [Abstract] | ' | ' | ' |
Convertible notes | 3,782,857 | 0 | ' |
Series A non-voting preferred stock | 287,324 | 0 | 0 |
Shares underlying outstanding warrants | 8,610,665 | 4,807,534 | ' |
Shares underlying outstanding stock options | 3,298,297 | 1,547,122 | ' |
Total | 15,979,143 | 6,354,656 | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (Employees Directors and Consultants [Member]) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
Employees Directors and Consultants [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Options granted to purchase common stock, shares | 1,400,000 | 330,000 |
Convertible_Notes_Additional_I
Convertible Notes - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |||||||||
Nov. 13, 2012 | Sep. 20, 2012 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | |
November Two One Two Private Placement [Member] | November Two One Two Private Placement [Member] | Ipo Underwriters [Member] | Two Thousand Nine Private Placement [Member] | Ipo [Member] | September Twenty One Two Private Placement [Member] | September Twenty One Two Private Placement [Member] | February 2013 Private Placement [Member] | Nine Percent Senior Convertible Note [Member] | |||
Placement Agent [Member] | Placement Agent [Member] | ||||||||||
Senior Convertible Notes and Warrants Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units issued in private placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,324 |
Aggregate principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 |
Convertible note interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% |
Convertible note conversion price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.35 |
Term of redeemable warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years |
Number of common shares called by warrants | ' | ' | ' | ' | 4,812 | ' | ' | ' | ' | ' | 3,310,000 |
Number of common shares called by warrants to placement agent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 331,000 |
Gross proceeds from convertible note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,324,000 |
Net proceeds from convertible note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,095,600 |
Convertible note, maturity date | 13-Nov-13 | 20-Sep-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Private placement fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 109,900 |
Percentage of principal and accrued interest payable on prepay | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120.00% |
Warrant exercise price | ' | ' | 0.4 | 0.4 | ' | 3.4375 | 3.4375 | 0.4 | 0.4 | 1.5 | 0.4 |
Redemption value per warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 |
Minimum percentage of daily volume weight adjusted market price of common stock for redemption of warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 140.00% |
Minimum average daily value of trading volume for redemption of warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 |
Fair value of warrant and beneficial conversion feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,333,307 |
Valuation_of_Warrants_Using_Fa
Valuation of Warrants Using Fair Value Method Under Black-Scholes valuation model (Detail) (Warrant [Member]) | 0 Months Ended | |
Nov. 13, 2012 | Sep. 20, 2012 | |
Warrant [Member] | ' | ' |
Senior Convertible Notes and Warrants Disclosure [Line Items] | ' | ' |
Contractual Term | '5 years | '5 years |
Volatility | 119.15% | 117.57% |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 0.63% | 0.70% |
Components_of_Senior_convertib
Components of Senior convertible notes (Detail) (USD $) | Mar. 31, 2013 | Dec. 31, 2012 |
Disclosure - Senior Convertible Notes and Warrants Additional Information [Abstract] | ' | ' |
9% Senior convertible notes | $664,000 | ' |
Debt discount/beneficial conversion feature | -456,533 | -647,939 |
Balance | 207,467 | 16,061 |
Accrued interest | 15,168 | ' |
9% Senior convertible notes, related parties | 660,000 | ' |
Debt discount/beneficial conversion feature | -268,961 | -406,316 |
Balance | 391,039 | 253,684 |
Accrued interest, related parties | $15,077 | $16,175 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 3 Months Ended | 3 Months Ended | |||||
Mar. 31, 2013 | Mar. 31, 2012 | Dec. 31, 2012 | Mar. 20, 2013 | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2012 | |
Two Thousand Thirteen Stock Incentive Plan [Member] | Consultant [Member] | Director [Member] | Chief Operating Officer And Chief Financial Officer [Member] | ||||
Two Thousand Thirteen Stock Incentive Plan [Member] | Two Thousand Six Stock Incentive Plan [Member] | Two Thousand Six Stock Incentive Plan [Member] | |||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | 287,324 | ' | 0 | ' | ' | ' | ' |
Common stock, capital shares reserved for future issuance | ' | ' | ' | 5,000,000 | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | ' | ' | ' | ' | 120,000 | 150,000 | ' |
Share based compensation arrangement by share based payment award, award vesting period 1 | ' | ' | ' | ' | '3 years | ' | ' |
Share-based compensation arrangements by share-based payment award, options, grants in period, weighted average exercise price | ' | ' | ' | ' | $0.90 | ' | $0.49 |
Share based compensation arrangement by share based payment award, options vest upon as specified milestones | ' | ' | ' | ' | 260,000 | ' | ' |
Share based compensation arrangement by share based payment award, un vested stock options, grants in period gross | ' | ' | ' | ' | ' | ' | 180,000 |
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected dividend rate | 0.00% | 0.00% | ' | ' | ' | ' | ' |
Assumptions_Used_in_BlackSchol
Assumptions Used in Black-Scholes Option-Pricing Model (Detail) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
Disclosure Assumptions Used In Black Scholes Option Pricing Model [Abstract] | ' | ' |
Expected Term | '5 years | '5 years |
Volatility, minimum | 118.00% | 113.00% |
Volatility, maximum | 131.00% | 114.00% |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.81% | 0.86% |
Risk-free interest rate, maximum | 1.96% | 1.22% |
Summary_of_Option_Activity_und
Summary of Option Activity under Plan and Related Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2013 | Mar. 31, 2012 | |
Shares | ' | ' |
Outstanding at end of period | 3,298,297 | 1,547,122 |
Stock Options and Warrants [Member] | ' | ' |
Shares | ' | ' |
Outstanding at beginning of period | 2,135,630 | 1,236,342 |
Forfeited | -237,333 | -19,220 |
Granted | 1,400,000 | 330,000 |
Outstanding at end of period | 3,298,297 | 1,547,122 |
Expected to vest | 1,476,200 | 402,698 |
Options exercisable | 878,297 | 875,958 |
Weighted Average Exercise Price | ' | ' |
Outstanding at beginning of period | $1.26 | $2.47 |
Forfeited | $1.61 | $1.89 |
Granted | $0.90 | $0.40 |
Outstanding at end of period | $1.08 | $2.03 |
Expected to vest | $0.78 | $2.03 |
Options exercisable | $1.91 | $2.60 |
Weighted-average fair value of options granted during the period | $0.77 | $0.32 |
Summary_Of_Warrants_Outstandin
Summary Of Warrants Outstanding (Detail) | Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2013 |
Two Thousand Nine Private Placement [Member] | Ipo [Member] | September Twenty One Two Private Placement [Member] | November Two One Two Private Placement [Member] | February 2013 Private Placement [Member] | Ipo Underwriters [Member] | Co Placement Agents [Member] | Placement Agent [Member] | Placement Agent [Member] | |||
September Twenty One Two Private Placement [Member] | November Two One Two Private Placement [Member] | ||||||||||
Warrants and Rights Note Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of warrant or right, outstanding | 8,610,665 | 4,807,534 | 503,034 | 4,043,569 | 2,125,000 | 1,185,000 | 400,000 | ' | 18,250 | 212,500 | 118,500 |
Class of warrant or right, number of securities called by warrants or rights | ' | ' | ' | ' | ' | ' | ' | 4,812 | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights | ' | ' | 3.4375 | 3.4375 | 0.4 | 0.4 | 1.5 | ' | 7.84 | 0.4 | 0.4 |
Class of warrant or right number of securities called by warrants or rights weighted average exercise price | ' | ' | ' | ' | ' | ' | ' | 3.9 | ' | ' | ' |
Class of warrant or right expiration date | ' | ' | 29-Oct-14 | 24-Mar-15 | 20-Sep-17 | 13-Nov-17 | 19-Feb-18 | ' | 29-Oct-14 | 20-Sep-17 | 13-Nov-17 |
Class of warrant or right number of securities called by warrants or rights expiry date | ' | ' | ' | ' | ' | ' | ' | 24-Mar-15 | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (Navinta Agreement [Member], USD $) | 1 Months Ended |
Dec. 30, 2010 | |
Navinta Agreement [Member] | ' |
Loss Contingencies [Line Items] | ' |
Minimum purchasable amount | $350,000 |
Minimum purchasable on commercial sale of product incorporating taurolidine | 2,250,000 |
Maximum aggregate amount payable on achievement of milestones | $1,975,000 |
Employment Agreement Terms | 'The Navinta Agreement has a term of five years, but may be terminated by either party upon 30 days written notice |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |
Dec. 31, 2012 | 2-May-13 | Apr. 10, 2013 | 2-May-13 | |
Subsequent Event [Member] | Subsequent Event [Member] | Convertible Notes Payable [Member] | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Milestone payment | ' | ' | $500,000 | ' |
Warrants issuance to purchase of common stock | ' | ' | 125,000 | ' |
Warrants issuance to purchase of common stock exercise price | ' | ' | $1.50 | ' |
Reported stockholders equity | 'less than $2 million | ' | ' | ' |
Debt conversion, converted instrument, Amount | ' | ' | ' | 409,600 |
Debt conversion, converted instrument, Shares issued | ' | ' | ' | 1,170,286 |
Warrants exercised | ' | 150,000 | ' | ' |
Warrants exercised per share | ' | $0.40 | ' | ' |
Proceeds from warrant exercises | ' | $60,000 | ' | ' |
Restatement_of_Condensed_Conso2
Restatement of Condensed Consolidated Financial Statements (Details) (USD $) | 3 Months Ended | 80 Months Ended | ||
Mar. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | |
Condensed Consolidated Balance Sheets | ' | ' | ' | ' |
Deficit accumulated during the development stage | $47,940,229 | ' | $47,940,229 | $46,373,234 |
Condensed Consolidated Statements of Operations | ' | ' | ' | ' |
Deemed dividend b beneficial conversion feature | -309,944 | 0 | -309,944 | ' |
Net loss attributable to common shareholders | -1,566,995 | -910,161 | -47,940,229 | ' |
Net loss per share b basic and diluted | ($0.14) | ($0.08) | ' | ' |
Condensed Consolidated Statement of Changes in Stockholdersb Deficit | ' | ' | ' | ' |
Deficit accumulated during the development stage | 47,940,229 | ' | 47,940,229 | 46,373,234 |
Condensed Consolidated Statement of Cash Flows | ' | ' | ' | ' |
Deemed dividend b beneficial conversion feature | 309,944 | 0 | 309,944 | ' |
As Previously Reported | ' | ' | ' | ' |
Condensed Consolidated Balance Sheets | ' | ' | ' | ' |
Additional paid-in capital | 46,522,547 | ' | 46,522,547 | ' |
Deficit accumulated during the development stage | -47,810,787 | ' | -47,810,787 | ' |
Condensed Consolidated Statements of Operations | ' | ' | ' | ' |
Deemed dividend b beneficial conversion feature | -180,502 | ' | -180,502 | ' |
Net loss attributable to common shareholders | -1,437,553 | ' | -47,810,787 | ' |
Net loss per share b basic and diluted | ($0.12) | ' | ' | ' |
Condensed Consolidated Statement of Changes in Stockholdersb Deficit | ' | ' | ' | ' |
Deemed dividend related to beneficial conversion feature of Series A non-voting preferred stock Impact on Additional Paid in Capital | 180,502 | ' | ' | ' |
Additional paid-in capital | 46,522,547 | ' | 46,522,547 | ' |
Deemed dividend related to beneficial conversion feature of Series A non-voting preferred stock Impact on Deficit Accumulated During the Development Stage | -180,502 | ' | ' | ' |
Deficit accumulated during the development stage | -47,810,787 | ' | -47,810,787 | ' |
Condensed Consolidated Statement of Cash Flows | ' | ' | ' | ' |
Deemed dividend b beneficial conversion feature | 180,502 | ' | 180,502 | ' |
As Restated | ' | ' | ' | ' |
Condensed Consolidated Balance Sheets | ' | ' | ' | ' |
Additional paid-in capital | 46,651,989 | ' | 46,651,989 | ' |
Deficit accumulated during the development stage | -47,940,229 | ' | -47,940,229 | ' |
Condensed Consolidated Statements of Operations | ' | ' | ' | ' |
Deemed dividend b beneficial conversion feature | -309,944 | ' | -309,944 | ' |
Net loss attributable to common shareholders | -1,566,995 | ' | -47,940,229 | ' |
Net loss per share b basic and diluted | ($0.14) | ' | ' | ' |
Condensed Consolidated Statement of Changes in Stockholdersb Deficit | ' | ' | ' | ' |
Deemed dividend related to beneficial conversion feature of Series A non-voting preferred stock Impact on Additional Paid in Capital | 309,944 | ' | ' | ' |
Additional paid-in capital | 46,651,989 | ' | 46,651,989 | ' |
Deemed dividend related to beneficial conversion feature of Series A non-voting preferred stock Impact on Deficit Accumulated During the Development Stage | -309,944 | ' | ' | ' |
Deficit accumulated during the development stage | -47,940,229 | ' | -47,940,229 | ' |
Condensed Consolidated Statement of Cash Flows | ' | ' | ' | ' |
Deemed dividend b beneficial conversion feature | $309,944 | ' | $309,944 | ' |