Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 18, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'CorMedix Inc. | ' |
Entity Central Index Key | '0001410098 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 16,164,516 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current assets | ' | ' |
Cash | $483,052 | $835,471 |
Restricted cash | 220,500 | 0 |
Prepaid research and development expenses | 2,800 | 11,221 |
Inventories | 270,506 | 0 |
Deferred financing costs | 13,729 | 257,886 |
Other prepaid expenses and current assets | 29,788 | 30,677 |
Total current assets | 1,020,375 | 1,135,255 |
Property and equipment, net | 3,039 | 4,668 |
Security deposit | 13,342 | 13,342 |
TOTAL ASSETS | 1,036,756 | 1,153,265 |
Current liabilities | ' | ' |
Accounts payable | 969,840 | 1,023,553 |
Accrued expenses | 830,083 | 306,983 |
Accrued interest, related parties | 19,262 | 16,175 |
Senior convertible notes, net of debt discount of $647,939 at December 31, 2012 | 0 | 16,061 |
Senior convertible notes - related parties, net of debt discount of $4,015 at September 30, 2013 and $406,316 at December 31, 2012 | 420,985 | 253,684 |
8% senior convertible notes, net of original issue discount of $10,124 at September 30, 2013 and $0 at December 31, 2012 | 311,900 | 0 |
8% senior convertible notes, related party, net of original issue discount of $25,416 at September 30, 2013 and $0 at December 31, 2012 | 802,000 | 0 |
Warrant Liability | 582,800 | ' |
Total current liabilities | 3,936,870 | 1,616,456 |
Deferred rent | 8,490 | 12,185 |
TOTAL LIABILITIES | 3,945,360 | 1,628,641 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock - $0.001 par value: 2,000,000 shares authorized, 454,546 and 0 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 455 | 0 |
Common stock - $0.001 par value: 80,000,000 shares authorized, 15,959,088 and 11,408,274 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 15,959 | 11,408 |
Deferred stock issuances | -146 | -146 |
Additional paid-in capital | 49,539,373 | 45,886,596 |
Deficit accumulated during the development stage | -52,464,245 | -46,373,234 |
TOTAL STOCKHOLDERS' DEFICIT | -2,908,604 | -475,376 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $1,036,756 | $1,153,265 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Convertible debt discount | $0 | $647,939 |
Convertible debt discount, related parties | 4,015 | 406,316 |
8% senior convertible notes, net of original issue discount | 288,626 | 0 |
8% senior convertible notes, related party original issue discount | $724,584 | $0 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 454,546 | 0 |
Preferred stock, shares outstanding | 454,546 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 15,959,088 | 11,408,274 |
Common stock, shares outstanding | 15,959,088 | 11,408,274 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 83 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
OPERATING EXPENSES | ' | ' | ' | ' | ' |
Research and development | $760,774 | $255,738 | $1,415,983 | $878,785 | $24,759,288 |
General and administrative | 504,528 | 746,653 | 1,965,006 | 1,659,522 | 14,741,040 |
Total Operating Expenses | 1,265,302 | 1,002,391 | 3,380,989 | 2,538,307 | 39,500,328 |
LOSS FROM OPERATIONS | -1,265,302 | -1,002,391 | -3,380,989 | -2,538,307 | -39,500,328 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' | ' |
Other income, net | 0 | 0 | 0 | 0 | 420,987 |
Interest income | 61 | 274 | 295 | 1,814 | 126,602 |
Foreign currency gain (loss) | 1,294 | 0 | 390 | 0 | 390 |
Loss on issuance of convertible notes and warrants | -945,892 | 0 | -945,892 | 0 | -945,892 |
Change in fair value of convertible notes and warrants | 45,934 | 0 | 45,934 | 0 | 45,934 |
Loss on extinguishment of convertible notes | -33,626 | 0 | -33,626 | 0 | -33,626 |
Interest expense, including amortization and write-off of deferred financing costs and debt discounts | -312,368 | -26,055 | -1,413,933 | -26,055 | -12,989,897 |
LOSS BEFORE INCOME TAXES | -2,509,899 | -1,028,172 | -5,727,821 | -2,562,548 | -52,875,830 |
State income tax benefit | 0 | 0 | 0 | 0 | 774,775 |
NET LOSS | -2,509,899 | -1,028,172 | -5,727,821 | -2,562,548 | -52,101,055 |
Deemed dividend - beneficial conversion feature | -53,246 | 0 | -363,190 | 0 | -363,190 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | ($2,563,145) | ($1,028,172) | ($6,091,011) | ($2,562,548) | ($52,464,245) |
NET LOSS PER SHARE - BASIC AND DILUTED | ($0.18) | ($0.09) | ($0.47) | ($0.22) | ' |
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED | 14,430,374 | 11,408,274 | 13,037,814 | 11,408,274 | ' |
Condensed_Consolidated_Shareho
Condensed Consolidated Shareholders Equity (Unaudited) (USD $) | Common Stock | Preferred Stock | Deferred Stock Issuances | Additional Paid-In Capital | Accumulated Deficit During Development Stage | Total |
Beginning balance at Dec. 31, 2012 | $11,408 | ' | ($146) | $45,886,596 | ($46,373,234) | ($475,376) |
Beginning balance (in shares) at Dec. 31, 2012 | 11,408,274 | ' | ' | ' | ' | ' |
Non-voting preferred stock issued in February 2013 private placement at $0.70 per share, net (in shares) | ' | 761 | ' | 506,372 | ' | 507,133 |
Non-voting preferred stock issued in February 2013 private placement at $0.70 per share, net | ' | 761,429 | ' | ' | ' | ' |
Conversion of Series A non-voting preferred stock to common stock (in shares) | 761,429 | -761,429 | ' | ' | ' | ' |
Conversion of Series A non-voting preferred stock to common stock | 761 | -761 | ' | ' | ' | ' |
Deemed dividend related to beneficial conversion feature of Series A non-voting preferred stock | ' | ' | ' | 309,944 | -309,944 | ' |
Non-voting preferred stock issued in July 2013 private placement at $1.10 per share, net | ' | 455 | ' | ' | ' | ' |
Non-voting preferred stock issued in July 2013 private placement at $1.10 per share, net (in shares) | ' | 454,546 | ' | 480,008 | ' | 480,463 |
Deemed dividend related to July 2013 private placement at $1.10 per share, net | ' | ' | ' | 53,246 | -53,246 | ' |
Repurchase of outstanding warrants | ' | ' | ' | -33,000 | ' | -33,000 |
Stock-based compensation | ' | ' | ' | 753,476 | ' | 753,476 |
Warrants issued in connection with license agreement | 2,569 | ' | ' | 896,431 | ' | 899,000 |
Warrants issued in connection with license agreement (in shares) | 2,568,572 | ' | ' | ' | ' | ' |
Stock issued in connection with 8% senior convertible note and interest conversion | 576 | ' | ' | 550,371 | ' | 550,947 |
Stock issued in connection with 8% senior convertible note and interest conversion (in shares) | 576,005 | ' | ' | ' | ' | ' |
Stock issued in connection with warrants exercised | 645 | ' | ' | 59,355 | ' | 60,000 |
Stock issued in connection with warrants exercised (in shares) | 644,808 | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | -5,727,821 | -5,727,821 |
Ending balance at Sep. 30, 2013 | $15,959 | $455 | ($146) | $49,539,373 | ($52,464,245) | ($2,908,604) |
Ending balance (in shares) at Sep. 30, 2013 | 15,959,088 | 454,546 | ' | ' | ' | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | 83 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($5,727,821) | ($2,562,548) | ($52,101,055) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Stock-based compensation | 753,476 | 183,177 | 3,352,714 |
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 | 269,156 | 4,410 | 2,424,383 |
Amortization of debt discount | 1,050,240 | 19,206 | 6,308,753 |
Warrants issued in connection with license agreement | 76,574 | 0 | 76,574 |
Loss on issuance of convertible notes and warrants | 945,892 | 0 | 945,892 |
Non-cash loss on extinguishment of convertible notes | 33,626 | 0 | 33,626 |
Change in fair value of convertible notes and warrants | -45,934 | 0 | -45,934 |
Non-cash charge for beneficial conversion feature | 0 | 0 | 1,137,762 |
Non-cash interest expense | 28,855 | 0 | 3,035,873 |
Expenses paid on behalf of the Company satisfied through the issuance of notes | 0 | 0 | 51,253 |
Depreciation | 1,628 | 5,266 | 58,670 |
Changes in operating assets and liabilities: | ' | ' | ' |
Restricted cash | -220,500 | 0 | -220,500 |
Prepaid expenses and other current assets | 9,310 | 456,871 | -32,588 |
Inventories | -270,506 | 0 | -270,506 |
Security deposits | 0 | 0 | -13,342 |
Accounts payable | -121,785 | -146,079 | 870,965 |
Accrued expenses and accrued interest | 523,102 | 291,833 | 846,260 |
Accrued interest, related parties | 3,087 | 1,587 | 3,087 |
Deferred rent | -3,695 | -1,716 | 8,490 |
Net cash used in operating activities | -2,695,295 | -1,747,993 | -26,788,357 |
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 | 635,000 | 3,063,484 |
Proceeds from senior convertible notes, net | 686,250 | 215,000 | 14,650,088 |
Proceeds from senior convertible notes, related party, net | 686,250 | 0 | 686,250 |
Proceeds from Galenica, Ltd. promissory note | 0 | 0 | 1,000,000 |
Proceeds from exercise of warrants | 60,000 | 0 | 60,000 |
Payments for deferred financing costs and private placement expenses | -89,624 | -95,000 | -1,607,227 |
Repayment of amounts loaned under related party notes | 0 | 0 | -1,981,574 |
Proceeds from sale of equity securities | 1,033,000 | 0 | 11,490,270 |
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 | 2,342,876 | 755,000 | 27,333,118 |
NET INCREASE (DECREASE) IN CASH | -352,419 | -992,993 | 483,052 |
CASH - BEGINNING OF PERIOD | 835,471 | 1,985,334 | 0 |
CASH - END OF PERIOD | 483,052 | 992,341 | 483,052 |
Cash paid for interest | 93,451 | 0 | 111,876 |
Supplemental Disclosure of Non-Cash Financing Activities: | ' | ' | ' |
Conversion of notes payable and accrued interest to common stock | 1,416,321 | 0 | 20,313,488 |
Conversion of preferred stock to common stock | 533,000 | 0 | 533,000 |
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 | 701,021 | 6,312,768 |
Deemed dividend - beneficial conversion feature | 363,190 | 0 | 363,190 |
Accrued and unpaid deferred financing cost | 48,534 | 65,976 | 83,095 |
Accrued and unpaid private placement expenses | $19,538 | $0 | $45,405 |
1_Organization_Business_and_Ba
1. Organization, Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Organization Business And Basis Of Presentation | ' |
Organization, Business and Basis of Presentation | ' |
Organization and Business: | |
CorMedix Inc., incorporated in July 2006 under the laws of the State of Delaware (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 cardio- renal and infectious disease, 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 at least through 2014 depending on revenue levels and potential strategic partnerships. As of September 30, 2013, management believes that the majority of the Company’s resources, including the Company’s research and development efforts, and commercialization of Neutrolin® (CRMD003) in Europe, combined with the Company’s receipt of convertible preferred equity financing funds in October 2013 (see Note 7), 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 2014, assuming no sales and/or strategic partnerships will occur. 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 nine months ended September 30, 2013 and the period from July 28, 2006 (inception) to September 30, 2013, the Company incurred net losses of $5,727,821 and $52,101,055, respectively. |
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
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. | |||||||||
Foreign Currency: | |||||||||
The consolidated financial statements are presented in U.S. Dollars (USD), the reporting currency of the Company. For the financial statements of the Company’s foreign subsidiary, whose functional currency is the USD, foreign currency asset and liability amounts, if any, are remeasured into USD at end-of-period exchange rates, except for inventories, prepaid expenses, property, plant and equipment, goodwill and other intangible assets, which are remeasured at historical rates. Foreign currency income and expenses are remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts remeasured at historical exchange rates. Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in income in the period in which they occur. | |||||||||
Restricted Cash: | |||||||||
As of September 30, 2013, the Company invested in a twelve-month 0.14% certificate of deposit held by the bank as collateral for a letter of credit in connection with the Company’s purchase of raw materials due to be delivered in the next twelve months. The certificate of deposit will terminate without penalties once the transaction covered by the letter of credit is completed. The certificate of deposit is recorded on the balance sheet as restricted cash. The restricted cash account is classified as current if at the end of the reporting period, the restriction is expected to be lifted in the next twelve months or the contractual maturity date of the certificate of deposit is in the next twelve months. | |||||||||
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. | |||||||||
September 30, | September 30, | ||||||||
2013 | 2012 | ||||||||
Convertible notes | 2,035,628 | 2,428,571 | |||||||
Series B non-voting preferred stock | 454,546 | - | |||||||
Shares underlying outstanding warrants | 8,985,025 | 6,932,534 | |||||||
Shares underlying outstanding stock options | 3,179,630 | 1,135,630 | |||||||
Total | 14,654,829 | 10,496,735 | |||||||
Inventories: | |||||||||
Inventories are valued at the lower cost or market on a first in, first out basis. Inventories consist of raw materials (including labeling and packaging), work-in-process, and finished goods, if any, for the Neutrolin product. Inventories consist of the following at September 30, 2013: | |||||||||
Raw materials | $ | 216,916 | |||||||
Work-in-process | 53,590 | ||||||||
Total | $ | 270,506 | |||||||
Accrued Expenses: | |||||||||
Accrued expenses consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Licensing fee | $ | 500,000 | $ | - | |||||
Royalty fee | 153,750 | 90,000 | |||||||
Accrued payroll and payroll taxes | 134,562 | - | |||||||
Professional fees | 12,000 | 108,532 | |||||||
Accrued interest | 4,455 | 10,763 | |||||||
Other | 25,316 | 97,688 | |||||||
Total | $ | 830,083 | $ | 306,983 | |||||
Stock-Based Compensation: | |||||||||
Awards granted to employees, officers and directors are measured at the grant date, based on the estimated fair value of the award, and stock-based compensation cost, net of expected forfeitures, 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 nine months ended September 30, 2013 and 2012, options to purchase an aggregate of 1,400,000 and 380,000 shares of common stock, respectively, were granted to the Company’s employees, officers, directors and consultants. | |||||||||
Fair Value Option: | |||||||||
As permitted under FASB ASC 825, Financial Instruments (“ASC 825”), the Company has elected the fair value option to account for its convertible notes that were issued during the quarter ended September 30, 2013. ASC 825 requires that the entity record the financial asset or financial liability at fair value rather than at historical cost with changes in fair value recorded in the statement of operations. In addition, it requires that upfront costs and fees related to items for which the fair value option is elected be recognized in earnings as incurred and not deferred. |
3_Convertible_Notes
3. Convertible Notes | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Convertible Notes | ' | ||||||||
On July 5, 2013, the Company received net proceeds of $1,372,500 upon approval of a CE Mark certification. The Company had entered into an agreement with existing stockholders in May 2013 for an aggregate principal amount of $1,500,000 of senior secured convertible notes and warrants to purchase up to an aggregate of 1,000,000 shares of its common stock. The receipt of net proceeds of $1,372,500 was dependent upon receipt of a CE Mark certification, which occurred on July 5, 2013. The notes bear interest at the rate of 8.0% per annum and will be subject to a “make-whole” upon any conversion of the notes into common stock, as if the notes being converted were outstanding to April 1, 2014. Interest was first payable on September 3, 2013 and is payable on the first trading day of each month thereafter. The notes mature on April 1, 2016 unless redeemed prior to that date, subject to amortization, discussed below. A noteholder may elect to have any interest due prior to April 1, 2014 added to the principal amount of a note; thereafter, interest will be paid in cash only. The warrants are exercisable one year after issuance, have an exercise price of $1.10 per share, subject to anti-dilution adjustment, and a term of five years from the date they are first exercisable. The holders of the notes and warrants will be prohibited from converting the notes into or exercising the warrants for shares of common stock if, as a result of such conversion or exercise, the holder, together with its affiliates, would own more than 4.99% or 9.99%, at the initial holder’s election, of the total number of shares of the Company’s common stock then issued and outstanding. | |||||||||
The Company will redeem the notes in cash at par value or in shares of stock which are priced in accordance with a pricing formula set forth in the notes, in eight equal monthly installment payments beginning on September 1, 2013, and continuing thereafter on the first business day of each month, ending on April 1, 2014. At the Company’s option, and if certain equity conditions are waived or satisfied, the Company may elect to pay these installment payments in shares of common stock, in cash, or in any combination of shares and cash. To the extent the Company pays all or any portion of an installment payment in common stock, the Company will deliver to each noteholder the amount of shares equal to the applicable installment payment being paid in shares of common stock, divided by the lower of (i) the conversion price then in effect, and (ii) 90% of the average of the 10 lowest-volume weighted-average prices of our common stock during the 20 trading day period ending two trading days prior to the applicable payment date(the “Company Conversion Price”). | |||||||||
All installment payments are subject to the right of each noteholder to defer payment of some or all of any installment payment to a subsequent installment date or the maturity date, and, with respect to any installment date, convert, at the then-prevailing Company Conversion Price, any amount of principal and capitalized interest up to an amount equal to four installment payments. Each noteholder may also convert, at any time, all or a portion of any deferred installment payment. The Company Conversion Price for any such deferred installment payment shall be the lower of the Company Conversion Price in effect on the date of the original installment date and the Company Conversion Price then in effect. | |||||||||
Due to the complexity and number of embedded features within the convertible note and as permitted under under ASC 825, the Company elected to account for the convertible notes and all the embedded features (collectively, the “hybrid instrument”) under the fair value option. ASC 825 requires the entity to record the financial asset or financial liability at fair value rather than at historical cost with changes in fair value recorded in the statement of operations. In addition, it requires that upfront costs and fees related to items for which the fair value option is elected be recognized in earnings as incurred and not deferred. On the initial measurement date of July 5, 2013, the fair value of the hybrid instrument was estimated at $1,643,500, which was $143,500 higher than the principal amount of $1,500,000. During the quarter ended September 30, 2013, there were redemptions and voluntary conversions of the convertible note, resulting in a $451,250 reduction in the outstanding principal balance to $1,048,750 at September 30, 2013. The corresponding fair value of the outstanding balance of the hybrid instrument at September 30, 2013 was $1,113,900. During the quarter ended September 30, 2013, the Company recorded a gain of $41,134 related to changes in the fair value of the hybrid instrument, of which $35,180 was unrealized and $5,954 was realized in connection with the redemptions and voluntary conversions that occurred during the quarter. The Company also recorded a $33,626 loss on extinguishment of convertible notes related to the conversions and redemptions during the quarter ended September 30, 2013. | |||||||||
The Company used a Monte Carlo model to separately value the warrants issued in connection with the convertible notes in order to take into account the possibility of an adjustment to the exercise price associated with new rounds of financing in the future. The most likely exercise price of the warrants was estimated under various stock price scenarios and the noteholders’ payoffs were computed under each scenario. The present value of the mean of such payoffs represents the value of the warrant on any given valuation date. When the stock price was simulated in the model, the possible scenarios were always between the valuation date stock price and the initial exercise price of $1.10. As a result, the Company estimated the fair value of the warrant liability on the issuance date to be $587,600. | |||||||||
A summary of the key assumptions used by the Company in the Monte Carlo simulation model to value the hybrid instrument at each of the relevant measurement dates during the quarter is as follows: | |||||||||
Stock price – Due to the historical volatility of the stock price, a 30 day volume weighted average stock price was used as of each valuation date. | |||||||||
Conversion/redemption strike price – These assumptions incorporate both the initial contractual conversion price as well as subsequent downward adjustments based on management’s estimate of the probabilities of additional future financings that would include a stock price or conversion price that is lower than the then existing conversion price. | |||||||||
Volatility – Given that the Company recently received CE Mark approval for Neutrolin, the volatility used in the analysis was a weighted average of 1) the Company’s historical volatility, 2) the Company’s volatility after the receipt of CE approval and 3) the volatilities of comparable companies following the receipt of product approval. The resulting volatility used in the analysis was 75%. | |||||||||
Term – Based on an evaluation of the terms of the agreement, management has assumed that it would be advantageous for the holders of the Convertible Notes to redeem all installments by April 2014 rather than defer them to a later date. | |||||||||
Probability of Event of Default or Change in Control – Management has concluded that the probability of a change in control or event of default during the term of the hybrid instrument is only 5%. | |||||||||
Risk-free Rate – The US Treasury Bond Rate with a term approximating the term of the instrument was used as the risk-free interest rate in the valuation. | |||||||||
Credit adjusted discount rate – Management believes that its debt, if rated, would be equivalent to Moody’s C rated bonds or lower. | |||||||||
Dividend rate - Management does not expect to pay any dividends during the term of the hybrid instrument. | |||||||||
The following table is a rollforward for the quarter ended September 30, 2013 of the balance of the carrying amount of the convertible notes for which the fair value option was elected: | |||||||||
Balance at July 1, 2013 | - | ||||||||
Issuance of convertible notes | $ | 1,643,500 | |||||||
Conversion of convertible notes during quarter | (488,466 | ) | |||||||
Realized gain resulting from change in fair value on converted debt | (5,954 | ) | |||||||
Unrealized gain resulting from change in fair value on debt outstanding at | (35,180 | ) | |||||||
September 30, 2013 | |||||||||
Balance at September 30, 2013 | $ | 1,113,900 | |||||||
The following table is a rollforward for the quarter ended September 30, 2013 of the carrying amount of the warrant liability that was issued during the quarter in connection with the convertible notes. The warrants are accounted for as a derivative liability and are valued using a Monte Carlo simulation model in order to take into account the possibility of adjustments to the exercise price resulting from additional rounds of financing. During the quarter, there were no exercises of these warrants. | |||||||||
Balance at July 1, 2013 | $ | - | |||||||
Issuance of warrants | 587,600 | ||||||||
Unrealized gain resulting from change in fair value | (4,800 | ) | |||||||
Balance at September 30, 2013 | $ | 582,800 | |||||||
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 share, and (ii) a five-year redeemable Warrant (the "Warrants") to purchase 2,500 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. During the nine months ended September 30, 2013, $899,000 of these notes were converted resulting in the issuance of 2,568,572 shares of the Company’s common stock. | |||||||||
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 anti-dilution 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 accounted for the beneficial conversion feature (“BCF”) and warrant in accordance with FASB ASC 470-20, Debt with Conversion and Other Options. The Company recorded a BCF related to the issuance of convertible debt that had conversion features at fixed rates that were “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 amortized over the terms of the convertible notes and is recognized as non-cash interest expense. 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: | |||||||||
September 20, | November 13, | ||||||||
2012 | 2012 | ||||||||
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 its related accrued interest consist of the following at September 30, 2013: | |||||||||
9% senior convertible notes, related parties | $ | 425,000 | |||||||
Debt discount/beneficial conversion feature | (4,015 | ) | |||||||
Balance | $ | 420,985 | |||||||
Accrued interest, 9% senior convertible notes related parties | $ | 14,262 | |||||||
Accrued interest 9% senior convertible notes | $ | 4,000 | |||||||
8% senior convertible notes at fair value | $ | 311,900 | |||||||
8% senior convertible notes at fair value, related party | $ | 802,000 | |||||||
Accrued intest - 8% Senior convertible notes, related party | $ | 5,000 | |||||||
4_Stockholders_Equity
4. Stockholders' Equity | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
STOCKHOLDERS' DEFICIT | ' | ||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||
Common Stock | |||||||||||||||||
During the nine months ended September 30, 2013, a portion of 9% senior convertible notes in the aggregate principal amount of $899,000 were converted at a conversion price of $0.35 per share resulting in the issuance of an aggregate 2,568,572 shares of the Company’s common stock. | |||||||||||||||||
During the nine months ended September 30, 2013, the Series A non-voting convertible preferred stock was converted into 761,429 shares of the Company’s common stock. | |||||||||||||||||
During the nine months ended September 30, 2013, warrants to purchase 150,000 shares of the Company’s common stock were exercised resulting in gross proceeds of $60,000 to the Company. | |||||||||||||||||
During the nine months ended September 30, 2013, warrants to purchase 827,913 shares of the Company’s common stock were exercised on a cashless basis resulting in the issuance of 494,808 shares of common stock. | |||||||||||||||||
During the quarter ended September 30, 2013, a portion of 8% senior convertible notes in the aggregate principal amount of $451,250 were converted into common shares and interest in the aggregate amount of $28,855 was paid in common shares resulting in the issuance of an aggregate 576,005 shares of the Company’s common stock. | |||||||||||||||||
Preferred Stock | |||||||||||||||||
On July 30, 2013, the Company sold 454,546 shares of its Series B Non-Voting Convertible preferred stock and a warrant to purchase up to 227,273 shares of the Company’s common stock, for gross proceeds of $500,000. The Series B shares and the warrant were sold together at a price of $1.10 per share for each share of Series B stock. Each share of Series B 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 B 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 B Stock will receive a payment equal to $0.001 per share of Series B Stock before any proceeds are distributed to the holders of common stock. Shares of the Series B 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 B Stock; | |||||||||||||||||
on parity with our Series B Preferred Stock and any class or series of capital stock hereafter created specifically ranking by its terms on parity with the Series B Stock; and | |||||||||||||||||
junior to any class or series of capital stock hereafter created specifically ranking by its terms senior to the Series B 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. | |||||||||||||||||
Because the Series B non-voting preferred stock is immediately convertible at the option of the holder, we recorded a deemed dividend of $53,246 from the beneficial conversion feature associated with the issuance of the Series B non-voting convertible preferred stock and the warrant during the quarter ended September 30, 2013. | |||||||||||||||||
On February 19, 2013, the Company sold 761,429 shares of its 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 was convertible into one share of the Company’s common stock at any time at the holder’s option. However, the holder would 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. | |||||||||||||||||
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. | |||||||||||||||||
During the nine months ended September 30, 2013, all of the Series A non-voting convertible preferred stock was converted into 761,429 shares of common stock. | |||||||||||||||||
During the nine months ended September 30, 2013, because the Series A non-voting preferred stock was immediately convertible at the option of the holder, we recorded a 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 was approved by the stockholders on July 30, 2013. | |||||||||||||||||
During the nine months ended September 30, 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 for these options during the nine months ended September 30, 2013. | |||||||||||||||||
During the nine months ended September 30, 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. During the nine months ended September 30, 2013, 172,000 of these performance options were achieved and therefore the Company recorded the value of the options on the date the performance was achieved. Additionally, the Company recorded the pro rata expense for the 120,000 options during the nine months ended September 30, 2013. No expense was recognized for the options subject to performance milestones that were not achieved as of September 30, 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 were amended to vest on the date of issuance of the CE Mark certification for Neutrolin® in Europe, if the CE Mark approval was obtained on or before June 30, 2013 (as opposed to March 31, 2013 as previously provided by our Board). In June 2013, these options were further modified such that vesting would occur if the CE Mark was issued on or before July 14, 2013 (as opposed to June 30, 2013). During the quarter ended June 30, 2013, the Company reversed the expense recorded related to the previous value of the options and recorded the pro rata expense related to the modified value of these options. The expense was amortized through July 5, 2013, the date the CE Mark certification was received. | |||||||||||||||||
In August 2013, the Company’s board of directors accelerated the vesting of an aggregate of 70,000 unvested options granted to the Company’s former Chief Financial Officer at the time of his departure from the Company. Additionally, the exercise period of his total outstanding options was extended to two years from three months. These modifications resulted in an aggregate expense of $51,079 to the Company. | |||||||||||||||||
During the nine months ended September 30, 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 nine months ended September 30, 2013. | |||||||||||||||||
During the nine months ended September 30, 2013 and 2012 and the period from July 28, 2006 (inception) to September 30, 2013, total compensation expense for stock options issued to employees, directors, officers and consultants was $753,476, $183,177 and $3,352,714, 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: | |||||||||||||||||
Nine Months Ended | Nine Months Ended | ||||||||||||||||
30-Sep-13 | 30-Sep-12 | ||||||||||||||||
Expected Term | 2 - 10 years | 5 years | |||||||||||||||
Volatility | 86% - 131% | 98% - 115% | |||||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Risk-free interest rate | 0.34% - 2.78% | 0.27% - 2.11% | |||||||||||||||
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 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 39% and 55% to calculate stock option expense for the nine month periods ended September 30, 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 option activity and related information is as follows: | |||||||||||||||||
Nine Months Ended | Nine Months Ended | ||||||||||||||||
30-Sep-13 | 30-Sep-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 | (263,050 | ) | $ | 1.71 | |||||||||
Expired/Canceled | (118,667 | ) | $ | 1.61 | (217,662 | ) | $ | 3.13 | |||||||||
Granted | 1,400,000 | $ | 0.9 | 380,000 | $ | 0.38 | |||||||||||
Outstanding at end of period | 3,179,630 | $ | 1.06 | 1,135,630 | $ | 1.82 | |||||||||||
Expected to vest | 965,325 | $ | 0.81 | 875,958 | $ | 1.82 | |||||||||||
Options exercisable | 1,597,130 | $ | 1.31 | 286,400 | $ | 2.41 | |||||||||||
Weighted-average fair value of options granted during the period | $ | 0.77 | $ | 0.32 | |||||||||||||
At September 30, 2013, the weighted average remaining contractual life of stock options outstanding and expected to vest is 7.5 years and the weighted average remaining contractual life of stock options exercisable is 6 years. The aggregate outstanding stock options intrinsic value of $484,950 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 September 30, 2013 for those outstanding options that have an exercise price below the quoted closing price. | |||||||||||||||||
As of September 30, 2013, the total compensation expense related to non-vested options not yet recognized totaled $854,570. The weighted-average vesting period over which the total compensation expense related to non-vested options not yet recognized at September 30, 2013 was approximately 0.64 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 September 30, 2013: | |||||||||||||||||
Number of Warrants | Exercise Price | Expiration Date | |||||||||||||||
Issued to co-placement agents in connection with | 18,250 | $ | 7.84 | ||||||||||||||
previous convertible note financings | 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 | 4,812 | 3.9 | |||||||||||||||
in the issuance of an additional 4,812 shares of | |||||||||||||||||
common stock and warrants to purchase an additional | |||||||||||||||||
2,406 shares of common stock | 3/24/15 | ||||||||||||||||
Issued in connection with September 20, 2012 private | 2,125,000 | 0.4 | |||||||||||||||
placement of convertible notes | 9/20/17 | ||||||||||||||||
Issued to placement agent in connection with September | 15,420 | 0.4 | |||||||||||||||
20, 2012 private placement of convertible notes | 9/20/17 | ||||||||||||||||
Issued in connection with November 13, 2012 private | 437,500 | 0.4 | |||||||||||||||
placement of convertible notes | 11/13/17 | ||||||||||||||||
Issued to placement agent in connection with November | 85,167 | 0.4 | |||||||||||||||
13, 2012 private placement of convertible notes | 11/13/17 | ||||||||||||||||
Issued in connection with February 2013 private | 400,000 | 1.5 | |||||||||||||||
placement | 2/19/18 | ||||||||||||||||
Issued in connection with license agreement amendment | 125,000 | 1.5 | 4/11/18 | ||||||||||||||
Issued in connection with July 2013 private | 227,273 | 1.5 | |||||||||||||||
placement | 7/30/18 | ||||||||||||||||
Issued in connection with May 2013 private | 1,000,000 | 1.1 | |||||||||||||||
placement of convertible notes | 5/30/19 | ||||||||||||||||
Total warrants outstanding at September 30, 2013 | 8,985,025 | ||||||||||||||||
5_Commitments_and_Contingencie
5. Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
In April 2013, the Company entered into an amendment to the License and Assignment Agreement, dated January 30, 2008, between the Company and ND Partners, LLC (“ND Partners”). Under Article 6 of the License Agreement, the Company was obligated to make a milestone payment of $500,000 to ND Partners upon the first issuance of a CE Mark certification 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. The Company recognized $76,574 expense for the value of the warrants issued as a result of this amendment. | |
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. In a letter dated September 30, 2013, the Company was notified that the opposition division of the European Patent Office reopened the proceedings before the first instance again, and has given their preliminary non-binding opinion that the patent as amended during the appeal proceedings fulfils the requirements of Clarity, Novelty, and Inventive Step, and invited the parties to provide their comments and/or requests by February 10, 2014. | |
The Company intends to continue to vigorously defend the patent in a restricted form. 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. |
6_Fair_Value_Measurements
6. Fair Value Measurements | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Fair Value Measurements | ' | ||||||||||||
Fair Value Measurements | ' | ||||||||||||
The fair value of the Company’s cash, convertible notes, and accounts payable at September 30, 2013 are estimated to approximate their carrying values due to the relative liquidity and/or short-term nature of these instruments. The following table presents the fair value hierarchy, carrying amounts and fair values of the Company’s financial instruments measured at fair value on a recurring basis as of September 30, 2013. There were no financial instruments measured at fair value on a recurring basis at September 30, 2012. | |||||||||||||
30-Sep-13 | |||||||||||||
Fair Value Hierarchy | Carrying Amount | Fair Value | |||||||||||
Financial Liabilities Measured at Fair Value on a Recurring Basis: | |||||||||||||
Convertible debt | 3 | $ | 1,113,900 | $ | 1,113,900 | ||||||||
Warrants issued in connection with convertible debt | 3 | $ | 582,800 | $ | 582,800 |
7_Subsequent_Events
7. Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
On October 22, 2013, the Company concluded a sale to existing institutional investors of 150,000 shares of Series C-1 Non-Voting Convertible preferred stock and 150,000 shares of Series C-2 Non-Voting Convertible preferred stock, together with warrants to purchase up to an aggregate of 1,500,000 shares of common stock, for aggregate gross proceeds of $3,000,000. | |
As a condition to the closing, the Company simultaneously exchanged a 9% senior convertible note held by one of the investors in the principal amount of $400,000 for 57,400 shares of its Series D Non-Voting Convertible Preferred Stock and exchanged an 8% senior convertible note held by the same investor in the principal amount of $750,000 for 53,537 shares (including inducement shares) of its Series E Non-Voting Convertible Preferred Stock. The terms of the Series D and Series E Preferred Stock are designed to provide the holder of the notes exchanged with the similar economic terms of the exchanged notes, including interest, dilution and other protections. | |
As an inducement to the transaction, the Company also issued 1,667 shares of its Series E Non-Voting Convertible Preferred Stock to the other investor. | |
As a result of the financing, the anti-dilution provisions of the 8% senior convertible notes and the warrants issued with them caused the conversion price of the 8% senior convertible notes and the exercise price of the warrants to decrease from $1.10 to $1.00. | |
In October 2013, a portion of an 8% senior convertible note in the principal amount of $93,750 was converted at a conversion price of $0.81 per share. This conversion, plus payment of accrued interest in shares, resulted in the issuance of 118,440 shares of the Company’s common stock. | |
In October 2013, the Company granted to its various consultants, ten-year non-qualified stock options under the 2013 Plan, covering an aggregate of 414,000 shares of the Company’s common stock with an exercise price of $0.90 per share. These options vest upon specified performance milestones. The Company will recognize the expense for these options when the subject performance milestones are achieved. | |
On November 13, 2013, the balance of 9% senior convertible notes in the aggregate principal amount of $25,000 were converted at a conversion price of $0.35 per share resulting in the issuance of an aggregate 71,428 shares of the Company’s common stock. |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
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. | |||||||||
Foreign Currency | ' | ||||||||
The consolidated financial statements are presented in U.S. Dollars (USD), the reporting currency of the Company. For the financial statements of the Company’s foreign subsidiary, whose functional currency is the USD, foreign currency asset and liability amounts, if any, are remeasured into USD at end-of-period exchange rates, except for inventories, prepaid expenses, property, plant and equipment, goodwill and other intangible assets, which are remeasured at historical rates. Foreign currency income and expenses are remeasured at average exchange rates in effect during the year, except for expenses related to balance sheet amounts remeasured at historical exchange rates. Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are included in income in the period in which they occur. | |||||||||
Restricted Cash | ' | ||||||||
As of September 30, 2013, the Company invested in a twelve-month 0.14% certificate of deposit held by the bank as collateral for a letter of credit in connection with the Company’s purchase of raw materials due to be delivered in the next twelve months. The certificate of deposit will terminate without penalties once the transaction covered by the letter of credit is completed. The certificate of deposit is recorded on the balance sheet as restricted cash. The restricted cash account is classified as current if at the end of the reporting period, the restriction is expected to be lifted in the next twelve months or the contractual maturity date of the certificate of deposit is in the next twelve months. | |||||||||
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. | |||||||||
30-Sep-13 | 30-Sep-12 | ||||||||
Convertible notes | 2,035,628 | 2,428,571 | |||||||
Series B non-voting preferred stock | 454,546 | - | |||||||
Shares underlying outstanding warrants | 8,985,025 | 6,932,534 | |||||||
Shares underlying outstanding stock options | 3,179,630 | 1,135,630 | |||||||
Total | 14,654,829 | 10,496,735 | |||||||
Inventories | ' | ||||||||
Inventories are valued at the lower cost or market on a first in, first out basis. Inventories consist of raw materials (including labeling and packaging), work-in-process, and finished goods, if any, for the Neutrolin product. Inventories consist of the following: | |||||||||
30-Sep-13 | |||||||||
Raw materials | $ | 216,916 | |||||||
Work-in-process | 53,590 | ||||||||
Total | $ | 270,506 | |||||||
Accrued Expenses | ' | ||||||||
Accrued expenses consist of the following: | |||||||||
September 30, | December 31, | ||||||||
2013 | 2012 | ||||||||
Licensing fee | $ | 500,000 | $ | - | |||||
Royalty fee | 153,750 | 90,000 | |||||||
Accrued payroll and payroll taxes | 134,562 | - | |||||||
Professional fees | 12,000 | 108,532 | |||||||
Accrued interest | 4,455 | 10,763 | |||||||
Other | 25,316 | 97,688 | |||||||
Total | $ | 830,083 | $ | 306,983 | |||||
Stock-Based Compensation | ' | ||||||||
Awards granted to employees, officers and directors are measured at the grant date, based on the estimated fair value of the award, and stock-based compensation cost, net of expected forfeitures, 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 nine months ended September 30, 2013 and 2012, options to purchase an aggregate of 1,400,000 and 380,000 shares of common stock, respectively, were granted to the Company’s employees, officers, directors and consultants. | |||||||||
Fair Value Option | ' | ||||||||
As permitted under FASB ASC 825, Financial Instruments (“ASC 825”), the Company has elected the fair value option to account for its convertible notes that were issued during the quarter ended September 30, 2013. ASC 825 requires that the entity record the financial asset or financial liability at fair value rather than at historical cost with changes in fair value recorded in the statement of operations. In addition, it requires that upfront costs and fees related to items for which the fair value option is elected be recognized in earnings as incurred and not deferred. |
2_Summary_of_Significant_Accou2
2. Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ||||||||
30-Sep-13 | 30-Sep-12 | ||||||||
Convertible notes | 2,035,628 | 2,428,571 | |||||||
Series B non-voting preferred stock | 454,546 | — | |||||||
Shares underlying outstanding warrants | 8,985,025 | 6,932,534 | |||||||
Shares underlying outstanding stock options | 3,179,630 | 1,135,630 | |||||||
Total | 14,654,829 | 10,496,735 | |||||||
Inventories | ' | ||||||||
30-Sep-13 | |||||||||
Raw materials | $ | 216,916 | |||||||
Work-in-process | 53,590 | ||||||||
Total | $ | 270,506 | |||||||
Accrued Expenses | ' | ||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Licensing fee | $ | 500,000 | $ | — | |||||
Royalty fee | 153,750 | 90,000 | |||||||
Accrued payroll and payroll taxes | 134,562 | — | |||||||
Professional fees | 12,000 | 108,532 | |||||||
Accrued interest | 4,455 | 10,763 | |||||||
Other | 25,316 | 97,688 | |||||||
Total | $ | 830,083 | $ | 306,983 |
3_Convertible_Notes_Tables
3. Convertible Notes (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Convertible Notes Payable [Abstract] | ' | ||||||||
Fair Value Assumption of Warrant Issued | ' | ||||||||
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 | ' | ||||||||
9% senior convertible notes, related parties | $ | 425,000 | |||||||
Debt discount/beneficial conversion feature | (4,015 | ) | |||||||
Balance | $ | 420,985 | |||||||
Accrued interest, 9% senior convertible notes related parties | $ | 14,262 | |||||||
Accrued interest 9% senior convertible notes | $ | 4,000 | |||||||
8% senior convertible notes at fair value | $ | 311,900 | |||||||
8% senior convertible notes at fair value, related party | $ | 802,000 | |||||||
Accrued intest - 8% Senior convertible notes, related party | $ | 5,000 |
4_Stockholders_Equity_Tables
4. Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
STOCKHOLDERS' DEFICIT | ' | ||||||||||||||||
Assumptions Used in Black-Scholes Option-Pricing Model | ' | ||||||||||||||||
Nine Months Ended | Nine Months Ended | ||||||||||||||||
30-Sep-13 | 30-Sep-12 | ||||||||||||||||
Expected Term | 2 - 10 years | 5 years | |||||||||||||||
Volatility | 86% - 131% | 98% - 115% | |||||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Risk-free interest rate | 0.34% - 2.78% | 0.27% - 2.11% | |||||||||||||||
Summary of Option Activity under Plan and Related Information | ' | ||||||||||||||||
Nine Months Ended | Nine Months Ended | ||||||||||||||||
30-Sep-13 | 30-Sep-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 | (263,050 | ) | $ | 1.71 | |||||||||
Expired/Canceled | (118,667 | ) | $ | 1.61 | (217,662 | ) | $ | 3.13 | |||||||||
Granted | 1,400,000 | $ | 0.9 | 380,000 | $ | 0.38 | |||||||||||
Outstanding at end of period | 3,179,630 | $ | 1.06 | 1,135,630 | $ | 1.82 | |||||||||||
Expected to vest | 965,325 | $ | 0.81 | 875,958 | $ | 1.82 | |||||||||||
Options exercisable | 1,597,130 | $ | 1.31 | 286,400 | $ | 2.41 | |||||||||||
Weighted-average fair value of options granted during the period | $ | 0.77 | $ | 0.32 | |||||||||||||
Summary of warrants outstanding | ' | ||||||||||||||||
Number of Warrants | Exercise Price | Expiration Date | |||||||||||||||
Issued to co-placement agents in connection with | 18,250 | $ | 7.84 | ||||||||||||||
previous convertible note financings | 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 | 4,812 | 3.9 | |||||||||||||||
in the issuance of an additional 4,812 shares of | |||||||||||||||||
common stock and warrants to purchase an additional | |||||||||||||||||
2,406 shares of common stock | 3/24/15 | ||||||||||||||||
Issued in connection with September 20, 2012 private | 2,125,000 | 0.4 | |||||||||||||||
placement of convertible notes | 9/20/17 | ||||||||||||||||
Issued to placement agent in connection with September | 15,420 | 0.4 | |||||||||||||||
20, 2012 private placement of convertible notes | 9/20/17 | ||||||||||||||||
Issued in connection with November 13, 2012 private | 437,500 | 0.4 | |||||||||||||||
placement of convertible notes | 11/13/17 | ||||||||||||||||
Issued to placement agent in connection with November | 85,167 | 0.4 | |||||||||||||||
13, 2012 private placement of convertible notes | 11/13/17 | ||||||||||||||||
Issued in connection with February 2013 private | 400,000 | 1.5 | |||||||||||||||
placement | 2/19/18 | ||||||||||||||||
Issued in connection with license agreement amendment | 125,000 | 1.5 | 4/11/18 | ||||||||||||||
Issued in connection with July 2013 private | 227,273 | 1.5 | |||||||||||||||
placement | 7/30/18 | ||||||||||||||||
Issued in connection with May 2013 private | 1,000,000 | 1.1 | |||||||||||||||
placement of convertible notes | 5/30/19 | ||||||||||||||||
Total warrants outstanding at September 30, 2013 | 8,985,025 |
1_Organization_Business_and_Ba1
1. Organization, Business and Basis of Presentation (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 83 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Organization Business And Basis Of Presentation Details Narrative | ' | ' | ' | ' | ' |
Net loss | ($2,509,899) | ($1,028,172) | ($5,727,821) | ($2,562,548) | ($52,101,055) |
2_Summary_of_Significant_Accou3
2. Summary of Significant Accounting Policies (Details) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Antidilutive Shares | 14,654,829 | 10,496,735 |
Convertible notes | ' | ' |
Antidilutive Shares | 2,035,628 | 2,428,571 |
Series B non-voting preferred stock | ' | ' |
Antidilutive Shares | 454,546 | 0 |
Shares underlying outstanding warrants | ' | ' |
Antidilutive Shares | 8,985,025 | 6,932,534 |
Shares underlying outstanding stock options | ' | ' |
Antidilutive Shares | 3,179,630 | 1,135,630 |
2_Summary_of_Significant_Accou4
2. Summary of Significant Accounting Policies (Details 1) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Accounting Policies [Abstract] | ' | ' |
Raw materials | $216,916 | $0 |
Work-in-process | 53,590 | 0 |
Total | $270,506 | $0 |
2_Summary_of_Significant_Accou5
2. Summary of Significant Accounting Policies (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | ' | ' |
Licensing fee | $500,000 | $0 |
Royalty fee | 153,750 | 90,000 |
Accrued payroll and payroll taxes | 134,562 | 0 |
Professional fees | 12,000 | 108,532 |
Accrued interest | 4,455 | 10,763 |
Other | 25,316 | 97,688 |
Total | $830,083 | $306,983 |
3_Convertible_Notes_Details
3. Convertible Notes (Details) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Convertible Notes Details | ' | ' |
Contractual Term | '5 years | '5 years |
Volatility | 117.57% | 119.15% |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 0.70% | 0.63% |
3_Convertible_Notes_Details_1
3. Convertible Notes (Details 1) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Convertible Notes Details 1 | ' | ' |
9% Senior convertible notes | $0 | $664,000 |
Debt discount/beneficial conversion feature | 0 | -647,939 |
Balance | 0 | 16,061 |
Accrued interest | 4,000 | 10,763 |
9% Senior convertible notes, related parties | 425,000 | 660,000 |
Debt discount/beneficial conversion feature | -4,015 | -406,316 |
Balance | 420,985 | 253,684 |
Accrued interest, related parties | 14,262 | 16,175 |
8% senior convertible notes at fair value | 311,900 | 0 |
8% senior convertible notes at fair value, related party | 802,000 | 0 |
Accrued interest - 8% Senior convertible notes, related party | $5,000 | ' |
4_Stockholders_Equity_Details
4. Stockholders' Equity (Details) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Stockholders Equity Details | ' | ' |
Expected Term | ' | '5 years |
Expected Term | '2 - 10 years | ' |
Volatility, minimum | 86.00% | 98.00% |
Volatility, maximum | 131.00% | 115.00% |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate, minimum | 0.34% | 0.27% |
Risk-free interest rate, maximum | 2.78% | 2.11% |
4_Stockholders_Equity_Details_
4. Stockholders' Equity (Details 1) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Number of Options | ' | ' |
Number of Options Outstanding | 2,135,630 | 1,236,342 |
Number of Options Forfeited | -237,333 | -263,050 |
Expired/Canceled | -118,667 | -217,662 |
Number of Options Granted | 1,400,000 | 380,000 |
Number of Options Outstanding | 3,179,630 | 1,135,630 |
Vested and expected to vest | 965,325 | 875,958 |
Exercisable | 1,597,130 | 286,400 |
Weighted Average Exercise Price | ' | ' |
Weighted Average Exercise Price Outstanding, Beginning | $1.26 | $2.47 |
Weighted Average Exercise Price Forfeited | $1.61 | $1.71 |
Weighted Average Exercise Price Expired/Canceled | $1.61 | $3.13 |
Weighted Average Exercise Price Granted | $0.90 | $0.38 |
Weighted Average Exercise Price Outstanding, Ending | $1.06 | $1.82 |
Weighted Average Exercise Price vest | $0.81 | $1.82 |
Weighted Average Exercise Price Exercisable | $1.31 | $2.41 |
Aggregate Intrinsic Value | ' | ' |
Weighted-average fair value of options granted during the period | $0.77 | $0.32 |
4_Stockholders_Equity_Details_1
4. Stockholders' Equity (Details 2) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 |
Class of warrant or right, outstanding | 8,985,025 | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $1.06 | $1.26 | $1.82 | $2.47 |
Issued to co-placement agents in connection with previous convertible note financings | ' | ' | ' | ' |
Class of warrant or right, outstanding | 18,250 | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $7.84 | ' | ' | ' |
Class of warrant or right, Expiration date | 29-Oct-14 | ' | ' | ' |
Issued in connection with 2009 private placement | ' | ' | ' | ' |
Class of warrant or right, outstanding | 503,034 | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $3.44 | ' | ' | ' |
Class of warrant or right, Expiration date | 29-Oct-14 | ' | ' | ' |
Issued in connection with IPO | ' | ' | ' | ' |
Class of warrant or right, outstanding | 4,043,569 | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $3.44 | ' | ' | ' |
Class of warrant or right, Expiration date | 24-Mar-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 | ' | ' | ' | ' |
Class of warrant or right, outstanding | 4,812 | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $3.90 | ' | ' | ' |
Class of warrant or right, Expiration date | 24-Mar-15 | ' | ' | ' |
Issued in connection with September 20, 2012 private placement of convertible notes | ' | ' | ' | ' |
Class of warrant or right, outstanding | 2,125,000 | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $0.40 | ' | ' | ' |
Class of warrant or right, Expiration date | 20-Sep-17 | ' | ' | ' |
Issued to placement agent in connection with September 20, 2012 private placement of convertible notes | ' | ' | ' | ' |
Class of warrant or right, outstanding | 15,420 | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $0.40 | ' | ' | ' |
Class of warrant or right, Expiration date | 20-Sep-17 | ' | ' | ' |
Issued in connection with November 13, 2012 private placement of convertible notes | ' | ' | ' | ' |
Class of warrant or right, outstanding | 437,500 | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $0.40 | ' | ' | ' |
Class of warrant or right, Expiration date | 13-Nov-17 | ' | ' | ' |
Issued to placement agent in connection with November 13, 2012 private placement of convertible notes | ' | ' | ' | ' |
Class of warrant or right, outstanding | 85,167 | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $0.40 | ' | ' | ' |
Class of warrant or right, Expiration date | 13-Nov-17 | ' | ' | ' |
Issued in connection with February 2013 private placement | ' | ' | ' | ' |
Class of warrant or right, outstanding | 400,000 | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $1.50 | ' | ' | ' |
Class of warrant or right, Expiration date | 19-Feb-18 | ' | ' | ' |
Issued in connection with license agreement amendment | ' | ' | ' | ' |
Class of warrant or right, outstanding | 125,000 | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $1.50 | ' | ' | ' |
Class of warrant or right, Expiration date | 11-Apr-18 | ' | ' | ' |
Issued in connection with July private placement | ' | ' | ' | ' |
Class of warrant or right, outstanding | 227,273 | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $1.50 | ' | ' | ' |
Class of warrant or right, Expiration date | 30-Jul-18 | ' | ' | ' |
Issued in connection with May 2013 Private Placement | ' | ' | ' | ' |
Class of warrant or right, outstanding | 1,000,000 | ' | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $1.10 | ' | ' | ' |
Class of warrant or right, Expiration date | 30-May-19 | ' | ' | ' |