Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 25, 2014 | Jun. 28, 2013 | |
Document And Entity Information | ' | ' | ' |
Entity Registrant Name | 'CorMedix Inc. | ' | ' |
Entity Central Index Key | '0001410098 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-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 Public Float | ' | ' | $12,500,000 |
Entity Common Stock, Shares Outstanding | ' | 0 | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets | ' | ' |
Cash | $2,373,893 | $835,471 |
Restricted cash | 220,586 | 0 |
Trade receivables | 2,339 | 0 |
Inventories | 80,021 | 0 |
Prepaid research and development expenses | 6,205 | 11,221 |
Other prepaid expenses and current assets | 232,987 | 30,677 |
Total current assets | 2,916,031 | 877,369 |
Property and equipment, net | 36,061 | 4,668 |
Deferred financing costs | 2,366 | 257,886 |
Security deposit | 13,342 | 13,342 |
TOTAL ASSETS | 2,967,800 | 1,153,265 |
Current liabilities | ' | ' |
Accounts payable | 939,785 | 928,553 |
Accrued expenses | 713,179 | 261,983 |
Accrued interest, related parties | 0 | 16,175 |
Senior convertible notes, net of debt discount of $647,939 in 2012 | ' | 16,061 |
Senior convertible notes – related parties, net of debt discount of $406,316 in 2012 | ' | 253,684 |
Dividend payable | 21,117 | 0 |
Total current liabilities | 1,674,081 | 1,476,456 |
Derivative liability | 5,308,804 | 0 |
Deferred rent | 7,258 | 12,185 |
TOTAL LIABILITIES | 6,990,143 | 1,488,641 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock - $0.001 par value: 2,000,000 shares authorized, 857,160 and 0 shares issued and outstanding at December 31, 2013 and 2012, respectively | 857 | 0 |
Common stock - $0.001 par value: 80,000,000 shares authorized, 16,606,695 and 11,408,274 shares issued and outstanding at December 31, 2013 and 2012, respectively | 16,606 | 11,408 |
Deferred stock issuances | -146 | -146 |
Accumulated other comprehensive loss | -9,323 | 0 |
Additional paid-in capital | 51,720,302 | 45,886,596 |
Deficit accumulated during the development stage | -55,750,639 | -46,233,234 |
TOTAL STOCKHOLDERS' DEFICIENCY | -4,022,343 | -335,376 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $2,967,800 | $1,153,265 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 857,160 | 0 |
Preferred stock, shares outstanding | 857,160 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 16,606,695 | 11,408,274 |
Common stock, shares outstanding | 16,606,695 | 11,408,274 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 12 Months Ended | 89 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
SALES | ' | ' | ' |
Net sales | $2,001 | $0 | $2,001 |
Cost of sales | -201,605 | 0 | -201,605 |
Gross loss | -199,604 | 0 | -199,604 |
OPERATING EXPENSES | ' | ' | ' |
Research and development | 1,226,874 | 1,142,631 | 24,430,179 |
Selling, general and administrative | 3,488,917 | 1,857,080 | 16,264,951 |
Total Operating Expenses | 4,715,791 | 2,999,711 | 40,695,130 |
LOSS FROM OPERATIONS | -4,915,395 | -2,999,711 | -40,894,734 |
OTHER INCOME (EXPENSE) | ' | ' | ' |
Other income (expense) | -4,513 | 0 | 416,474 |
Interest income | 668 | 1,965 | 126,975 |
Loss on issuance of convertible notes and warrants | -945,892 | ' | -945,892 |
Change in fair value of convertible notes and warrants | -363,919 | ' | -363,919 |
Loss on extinguishment of convertible notes | -1,459,661 | ' | -1,459,661 |
Interest expense, including amortization and write-off of deferred financing costs and debt discounts | -1,444,386 | -382,936 | -13,020,350 |
LOSS BEFORE INCOME TAXES | -9,133,098 | -3,380,682 | -56,141,107 |
State income tax benefit | 0 | 0 | 774,775 |
NET LOSS | -9,133,098 | -3,380,682 | -55,366,332 |
Dividends, including beneficial conversion feature | -384,307 | 0 | -384,307 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | ($9,517,405) | ($3,380,682) | ($55,750,639) |
NET LOSS PER SHARE - BASIC AND DILUTED | ($0.69) | ($0.30) | ' |
WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED | 13,823,130 | 11,408,274 | ' |
Statements_of_Changes_in_Stock
Statements of Changes in Stockholder's Equity (Deficiency) (USD $) | Common Stock | Non Voting Preferred Stock – Series A, Series B, Series C-1, Series C-2, Series D and Series E | Non-Voting Common Stock – Class A | Common Stock – Series B - F | Deferred Stock Issuances | Accumulated Other Comprehesive Income (Loss) | Additional Paid-In Capital | Deficit Accumulated During the Development Stage Restated | Total Stockholders Equity Deficiency Restated |
Balance Beginning, Amount at Jul. 27, 2006 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to founders at $0.008 per share in July 2006, Shares | 510,503 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to founders at $0.008 per share in July 2006, Amount | $510 | ' | ' | ' | ' | ' | $3,490 | ' | $4,000 |
Common stock issued and held in escrow to licensor at $0.008 per share in August 2006, Shares | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
Common stock issued and held in escrow to licensor at $0.008 per share in August 2006, Amount | ' | ' | ' | 1,000 | -1,000 | ' | ' | ' | ' |
Common stock issued to employee at $0.008 per share in November 2006, Shares | 53,743 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to employee at $0.008 per share in November 2006, Amount | 54 | ' | ' | ' | ' | ' | 367 | ' | 421 |
Stock-based compensation | ' | ' | ' | ' | ' | ' | 4,726 | ' | 4,726 |
Net loss | ' | ' | ' | ' | ' | ' | ' | -975,317 | -975,317 |
Balance Ending, Amount at Dec. 31, 2006 | 564 | ' | ' | 1,000 | -1,000 | ' | 8,583 | -975,317 | -966,170 |
Balance Ending, Shares at Dec. 31, 2006 | 564,246 | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
Common stock issued to employees at $0.008 per share in January and March 2007, Shares | 27,056 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to employees at $0.008 per share in January and March 2007, Amount | 27 | ' | ' | ' | ' | ' | 185 | ' | 212 |
Common stock issued to technology finders at $0.008 per share in March 2007, Shares | ' | ' | 193,936 | ' | ' | ' | ' | ' | ' |
Common stock issued to technology finders at $0.008 per share in March 2007, Amount | ' | ' | 194 | ' | ' | ' | ' | ' | 194 |
Warrants issued in connection with senior convertible notes | ' | ' | ' | ' | ' | ' | 748,495 | ' | 748,495 |
Debt discount on senior convertible notes | ' | ' | ' | ' | ' | ' | 2,993,981 | ' | 2,993,981 |
Stock-based compensation | ' | ' | ' | ' | ' | ' | 64,875 | ' | 64,875 |
Net loss | ' | ' | ' | ' | ' | ' | ' | -7,237,526 | -7,237,526 |
Balance Ending, Amount at Dec. 31, 2007 | 591 | ' | 194 | 1,000 | -1,000 | ' | 3,816,119 | -8,212,843 | -4,395,939 |
Balance Ending, Shares at Dec. 31, 2007 | 591,302 | ' | 193,936 | 1,000,000 | ' | ' | ' | ' | ' |
Common stock issued to licensor at $8.23 per share in January 2008, Shares | 39,980 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to licensor at $8.23 per share in January 2008, Amount | 40 | ' | ' | ' | ' | ' | 328,908 | ' | 328,948 |
Common stock issued to licensor and held in escrow in January 2008, Shares | 15,992 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to licensor and held in escrow in January 2008, Amount | 16 | ' | ' | ' | -125 | ' | 109 | ' | ' |
Common stock issued to consultant at $8.23 per share in May 2008, Shares | 939 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to consultant at $8.23 per share in May 2008, Amount | 1 | ' | ' | ' | ' | ' | 7,720 | ' | 7,721 |
Debt discount on senior convertible notes | ' | ' | ' | ' | ' | ' | 747,215 | ' | 747,215 |
Stock-based compensation | ' | ' | ' | ' | ' | ' | 281,652 | ' | 281,652 |
Net loss | ' | ' | ' | ' | ' | ' | ' | -8,996,745 | -8,996,745 |
Balance Ending, Amount at Dec. 31, 2008 | 648 | ' | 194 | 1,000 | -1,125 | ' | 5,181,723 | -17,209,588 | -12,027,148 |
Balance Ending, Shares at Dec. 31, 2008 | 648,213 | ' | 193,936 | 1,000,000 | ' | ' | ' | ' | ' |
Common stock issued to consultant at $32.05 per share in July 2009, Shares | 639 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to consultant at $32.05 per share in July 2009, Amount | 1 | ' | ' | ' | ' | ' | 20,449 | ' | 20,450 |
Common stock issued to licensor at $32.05 per share in exchange for Series B-F common stock in October 2009, Shares | 98,739 | ' | ' | -1,000,000 | ' | ' | ' | ' | ' |
Common stock issued to licensor at $32.05 per share in exchange for Series B-F common stock in October 2009, Amount | 99 | ' | ' | -1,000 | 1,186 | ' | 3,164,217 | ' | 3,164,502 |
Common stock issued to licensor at $32.05 per share in October 2009, Shares | 28,156 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to licensor at $32.05 per share in October 2009, Amount | 28 | ' | ' | ' | ' | ' | 902,316 | ' | 902,344 |
Common stock issued to licensor and held in escrow in October 2009, Shares | 11,263 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to licensor and held in escrow in October 2009, Amount | 11 | ' | ' | ' | -88 | ' | 77 | ' | ' |
Debt discount on senior convertible notes | ' | ' | ' | ' | ' | ' | 1,238,265 | ' | 1,238,265 |
Stock-based compensation | ' | ' | ' | ' | ' | ' | 114,143 | ' | 114,143 |
Net loss | ' | ' | ' | ' | ' | ' | ' | -8,096,455 | -8,096,455 |
Balance Ending, Amount at Dec. 31, 2009 | 787 | ' | 194 | ' | -27 | ' | 10,621,190 | -25,306,043 | -14,683,899 |
Balance Ending, Shares at Dec. 31, 2009 | 787,010 | ' | 193,936 | ' | ' | ' | ' | ' | ' |
Common stock issued to consultant at $32.05 per share in February 2010, Shares | 4,059 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to consultant at $32.05 per share in February 2010, Amount | 4 | ' | ' | ' | ' | ' | 130,087 | ' | 130,091 |
Common stock issued upon conversion of Class A Non-Voting Common Stock at a 1 for 7.836 conversion rate in February 2010, Shares | 24,750 | ' | -193,936 | ' | ' | ' | ' | ' | ' |
Common stock issued upon conversion of Class A Non-Voting Common Stock at a 1 for 7.836 conversion rate in February 2010, Amount | 25 | ' | -194 | ' | ' | ' | 169 | ' | ' |
Common stock issued from debt conversion to noteholders in March 2010, Shares | 5,914,431 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued from debt conversion to noteholders in March 2010, Amount | 5,914 | ' | ' | ' | ' | ' | 18,891,253 | ' | 18,897,167 |
Common stock issued to licensors at $3.125 per share in March 2010, Shares | 828,024 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued to licensors at $3.125 per share in March 2010, Amount | 828 | ' | ' | ' | -119 | ' | 2,217,215 | ' | 2,217,924 |
Common stock issued in initial public offering at $3.125 per share in March 2010, net of issuance costs, Shares | 3,850,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued in initial public offering at $3.125 per share in March 2010, net of issuance costs, Amount | 3,850 | ' | ' | ' | ' | ' | 10,453,420 | ' | 10,457,270 |
Stock-based compensation | ' | ' | ' | ' | ' | ' | 1,167,081 | ' | 1,167,081 |
Net loss | ' | ' | ' | ' | ' | ' | ' | -10,875,236 | -10,875,236 |
Balance Ending, Amount at Dec. 31, 2010 | 11,408 | ' | ' | ' | -146 | ' | 43,480,415 | -36,181,279 | 7,310,398 |
Balance Ending, Shares at Dec. 31, 2010 | 11,408,274 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' | ' | ' | 692,403 | ' | 692,403 |
Net loss | ' | ' | ' | ' | ' | ' | ' | -6,671,273 | -6,671,273 |
Balance Ending, Amount at Dec. 31, 2011 | 11,408 | ' | ' | ' | -146 | ' | 44,172,818 | -42,852,552 | 1,331,528 |
Balance Ending, Shares at Dec. 31, 2011 | 11,408,274 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to placement agent in connection with financing | ' | ' | ' | ' | ' | ' | 106,113 | ' | 106,113 |
Debt discount on senior convertible notes | ' | ' | ' | ' | ' | ' | 1,333,307 | ' | 1,333,307 |
Stock-based compensation | ' | ' | ' | ' | ' | ' | 274,358 | ' | 274,358 |
Net loss | ' | ' | ' | ' | ' | ' | ' | -3,380,682 | -3,380,682 |
Balance Ending, Amount at Dec. 31, 2012 | 11,408 | ' | ' | ' | -146 | ' | 45,886,596 | -46,233,234 | -335,376 |
Balance Beginning, Shares at Dec. 31, 2012 | 11,408,274 | ' | ' | ' | ' | ' | ' | ' | ' |
Series A non-voting preferred stock issued in February 2013 private placement at $0.70 per share, net, Shares | ' | 761,429 | ' | ' | ' | ' | ' | ' | ' |
Series A non-voting preferred stock issued in February 2013 private placement at $0.70 per share, net, Amount | ' | 761 | ' | ' | ' | ' | 506,372 | ' | 507,133 |
Conversion of Series A non-voting preferred stock to common stock, Shares | 761,429 | -761,429 | ' | ' | ' | ' | ' | ' | ' |
Conversion of Series A non-voting preferred stock to common stock, Amount | 761 | -761 | ' | ' | ' | ' | ' | ' | ' |
Deemed dividend related to beneficial conversion feature of Series A non-voting preferred stock | ' | ' | ' | ' | ' | ' | 309,944 | -309,944 | ' |
Series B non-voting preferred stock issued in July 2013 private placement at $1.10 per share, net, Shares | ' | 454,546 | ' | ' | ' | ' | ' | ' | ' |
Series B non-voting preferred stock issued in July 2013 private placement at $1.10 per share, net, Amount | ' | 455 | ' | ' | ' | ' | 480,007 | ' | 480,462 |
Deemed dividend related to beneficial conversion feature of Series B non-voting preferred stock | ' | ' | ' | ' | ' | ' | 53,246 | -53,246 | ' |
Repurchase of outstanding warrants | ' | ' | ' | ' | ' | ' | -33,000 | ' | -33,000 |
Dividends related to Series D and Series E preferred stock | ' | ' | ' | ' | ' | ' | ' | -21,117 | -21,117 |
Warrants issued in connection with license agreement | ' | ' | ' | ' | ' | ' | 76,574 | ' | 76,574 |
Stock issued in connection with 9% senior convertible note at $0.35 per share, Shares | 2,640,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued in connection with 9% senior convertible note at $0.35 per share, Amount | 2,640 | ' | ' | ' | ' | ' | 921,360 | ' | 924,000 |
Stock issued in connection with 8% senior convertible note and interest conversion, fair value, Shares | 1,009,238 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued in connection with 8% senior convertible note and interest conversion, fair value, Amount | 1,009 | ' | ' | ' | ' | ' | 866,557 | ' | 867,566 |
Stock issued in connection with warrants exercised, Shares | 677,754 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued in connection with warrants exercised, Amount | 678 | ' | ' | ' | ' | ' | 59,322 | ' | 60,000 |
Stock issued in connection with stock options exercised, Shares | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued in connection with stock options exercised, Amount | 10 | ' | ' | ' | ' | ' | 2,390 | ' | 2,400 |
Series C-1 and Series C-2 non-voting preferred stock issued in October 2013 financing at $10 per share, net, fair value, Shares | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' |
Series C-1 and Series C-2 non-voting preferred stock issued in October 2013 financing at $10 per share, net, fair value, Amount | ' | 300 | ' | ' | ' | ' | 57,555 | ' | 57,855 |
Conversion of Series C-1 non-voting preferred stock to common stock, fair value, Shares | 100,000 | -10,000 | ' | ' | ' | ' | ' | ' | ' |
Conversion of Series C-1 non-voting preferred stock to common stock, fair value, Amount | 100 | -10 | ' | ' | ' | ' | ' | 69,015 | 69,105 |
Stock issued in connection with the exchange of 8% senior convertible notes and interest into Series D non-voting preferred stock, net, fair value, Shares | ' | 57,400 | ' | ' | ' | ' | ' | ' | ' |
Stock issued in connection with the exchange of 8% senior convertible notes and interest into Series D non-voting preferred stock, net, fair value | ' | 57 | ' | ' | ' | ' | 500,169 | ' | 500,226 |
Stock issued in connection with the exchange of 8% senior convertible notes and interest into Series E non-voting preferred stock, net, fair value, Shares | ' | 55,214 | ' | ' | ' | ' | ' | ' | ' |
Stock issued in connection with the exchange of 8% senior convertible notes and interest into Series E non-voting preferred stock, net, fair value, Amount | ' | 55 | ' | ' | ' | ' | 619,059 | ' | 619,114 |
Other comprehensive loss | ' | ' | ' | ' | ' | -9,323 | ' | ' | -9,323 |
Stock-based compensation | ' | ' | ' | ' | ' | ' | 1,345,136 | ' | 1,345,136 |
Net loss | ' | ' | ' | ' | ' | ' | ' | -9,133,098 | -9,133,098 |
Balance Ending, Amount at Dec. 31, 2013 | $16,606 | $857 | ' | ($146) | ($9,323) | ' | $51,720,302 | ($55,750,639) | ($4,022,343) |
Balance Ending, Shares at Dec. 31, 2013 | 16,606,695 | 857,160 | ' | ' | ' | ' | ' | ' | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 12 Months Ended | 89 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net loss | ($9,133,098) | ($3,380,682) | ($55,366,332) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Stock-based compensation | 1,345,136 | 274,358 | 3,944,374 |
Stock issued in connection with license agreements | ' | ' | 6,613,718 |
Stock issued in connection with consulting agreement | ' | ' | 158,262 |
Warrants issued in connection with license agreement | 76,574 | ' | 76,574 |
Amortization of deferred financing costs | 282,886 | 76,632 | 2,407,399 |
Amortization of debt discount | 1,054,255 | 279,052 | 6,312,768 |
Loss on issuance of convertible notes and warrants | 945,892 | ' | 945,892 |
Loss on extinguishment of convertible notes | 1,459,661 | ' | 1,459,661 |
Non-cash charge for beneficial conversion feature | ' | ' | 1,137,762 |
Non-cash interest expense | 41,113 | ' | 3,048,131 |
Revaluation of convertible notes and warrants | 363,919 | ' | 363,919 |
Expenses paid on behalf of the Company satisfied through the issuance of notes | ' | ' | 51,253 |
Depreciation | 5,161 | 7,022 | 62,203 |
Changes in operating assets and liabilities: | ' | ' | ' |
Restricted cash | -220,586 | ' | -220,586 |
Trade receivables | -2,279 | ' | -2,279 |
Inventories | -80,021 | ' | -80,021 |
Prepaid expenses and other current assets | -193,350 | 503,742 | -237,248 |
Security deposits | ' | ' | -13,342 |
Accounts payable | 10,560 | -15,743 | 908,310 |
Accrued expenses and accrued interest | 448,747 | -18,354 | 726,905 |
Accrued interest, related parties | -16,175 | ' | -16,175 |
Deferred rent | -4,927 | -2,287 | 7,258 |
Net cash used in operating activities | -3,618,532 | -2,276,260 | -27,711,594 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Purchase of equipment | -35,683 | 0 | -97,392 |
Net cash used in investing activities | -35,683 | 0 | -97,392 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from notes payable to related parties, net | ' | 597,735 | 3,063,484 |
Proceeds from senior convertible notes, net | 686,250 | 598,865 | 14,650,088 |
Proceeds from senior convertible notes, related party, net | 686,250 | 0 | 686,250 |
Proceeds from Series C-1 preferred stock, net | 1,463,439 | 0 | 1,463,439 |
Proceeds from Series C-2 preferred stock, related party, net | 1,463,439 | 0 | 1,463,439 |
Proceeds from exercise of warrants | 60,000 | 0 | 60,000 |
Proceeds from exercise of stock options | 2,400 | 0 | 2,400 |
Proceeds from Galenica, Ltd. promissory note | 0 | 0 | 1,000,000 |
Payments for deferred financing costs | -157,696 | -70,203 | -1,675,299 |
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 | 5,204,082 | 1,126,397 | 30,194,324 |
Foreign exchange effect on cash | -11,445 | 0 | -11,445 |
NET INCREASE (DECREASE) IN CASH | 1,538,422 | -1,149,863 | 2,373,893 |
CASH - BEGINNING OF YEAR | 835,471 | 1,985,334 | 0 |
CASH - END OF YEAR | 2,373,893 | 835,471 | 2,373,893 |
Cash paid for interest | 118,064 | 0 | 136,489 |
Supplemental Disclosure of Non-Cash Financing Activities: | ' | ' | ' |
Conversion of notes payable and accrued interest to common stock, fair value | 1,768,722 | 0 | 20,665,889 |
Exchange of convertible notes to preferred stock | 1,119,340 | 0 | 1,119,340 |
Conversion of preferred stock to common stock | 602,105 | 0 | 602,105 |
Reclassification of deferred financing fees to additional paid-in capital | 0 | 0 | 148,015 |
Stock issued to technology finders and licensors | 0 | 0 | 155 |
Warrants issued to placement agent | 0 | 106,113 | 854,608 |
Debt discount on senior convertible notes | 0 | 1,333,307 | 6,312,768 |
Dividend, including beneficial conversion feature | 384,307 | 0 | 384,307 |
Accrued deferred financing costs | $2,366 | $30,803 | $33,169 |
1_Organization_Business_and_Ba
1. Organization, Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2013 | |
Organization Business And Basis Of Presentation | ' |
Organization, Business and Basis of Presentation | ' |
Organization and Business: | |
CorMedix Inc. and Subsidiary (“CorMedix” or the “Company”) was incorporated in the State of Delaware on July 28, 2006. CorMedix is a development-stage pharmaceutical and medical device company that seeks to in-license, develop and commercialize therapeutic products for the treatment of cardiorenal and infectious diseases, including the dialysis and non-dialysis areas. As of the date of this report, we have in-licensed all of the product candidates in our pipeline. | |
Basis of Presentation: | |
The Company’s primary activities since incorporation have been organizational activities, including recruiting personnel, establishing office facilities, acquiring licenses for its pharmaceutical product candidates, performing business and financial planning, performing research and development, seeking regulatory approval for its products, and raising funds through the issuance of debt and equity securities. | |
To date, the Company has not generated significant revenues and, accordingly, the Company is considered to be in the development stage. The Company is in the process of transitioning from a development stage to a commercial pharmaceutical and medical device company. For the year ended December 31, 2013 and the period from July 28, 2006 (inception) to December 31, 2013, the Company incurred net losses of $9,133,098 and $55,366,332, respectively. The Company has a stockholders’ deficiency as of December 31, 2013 of $4,022,343. Management believes that the Company’s existing cash, after giving effect to the Company’s aggregate net proceeds of $8,600,000 from the Company’s private placement of Series C-3 non-voting preferred stock in January 2014 and the registered direct public offering of common stock and warrants in March 2014 (see Note 11), will be sufficient to meet the Company’s operating needs to fund its research and development, as well as its operations in general into 2015. The Company’s continued operations will depend on whether it is able to generate substantial revenue from the sale of Neutrolin and on its ability to raise additional capital through various potential sources, such as equity and/or debt financings, strategic relationships, or out-licensing of its products, until it achieves profitability, if ever. However, the Company can provide no assurances that such financing or strategic relationships will be available on acceptable terms, or at all. The Company expects to incur increases in its cash used in operations as it continues to commercialize Neutrolin in Europe and other foreign markets and seeks FDA approval of Neutrolin in the U.S. |
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Summary of Significant Accounting Policies | ' | ||||||||
Use of Estimates: | |||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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 the Company and CorMedix Europe GmbH, a wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||
Cash and Cash Equivalents: | |||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains its cash and cash equivalents in bank deposit and other interest bearing accounts, the balances of which, at times, may exceed federally insured limits. | |||||||||
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 EURO, foreign currency asset and liability amounts, if any, are translated into USD at end-of-period exchange rates. Foreign currency income and expenses are translated at average exchange rates in effect during the year. Translation gains and losses are included in other comprehensive loss. | |||||||||
Geographic Information: | |||||||||
For the first time since its inception in 2006, the Company reported revenues of $2,001, all of which was attributable to its European operations, which are based in Germany. Of the Company’s $36,061 of net property and equipment at December 31, 2013, $2,497 was located in the United States, with the remainder located in Germany. | |||||||||
Restricted Cash: | |||||||||
As of December 31, 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 consolidated balance sheet as restricted cash. | |||||||||
Prepaid Expenses: | |||||||||
Prepaid expenses consist of payments made in advance to vendors relating to service contracts for clinical trial development, manufacturing, preclinical development and insurance policies. These advanced payments are amortized to expense either as services are performed or over the relevant service period using the straight-line method. | |||||||||
Inventories: | |||||||||
Inventories are valued at the lower of 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. | |||||||||
Property and Equipment: | |||||||||
Property and equipment consist primarily of furnishings, fixtures, leasehold improvements, office equipment and computer equipment which are recorded at cost. Repairs and maintenance costs are expensed in the period incurred. Depreciation of property and equipment is provided for by the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized using the straight-line method over the remaining lease term or the life of the asset, whichever is shorter. Property and equipment, net as of December 31, 2013 and 2012 were $36,061 and $4,668, respectively, net of accumulated depreciation of $62,283, and $57,042, respectively. | |||||||||
Description | Estimated Useful Life | ||||||||
Office equipment and furniture | 5 years | ||||||||
Leasehold improvements | 5 years | ||||||||
Computer equipment | 5 years | ||||||||
Computer software | 3 years | ||||||||
Accrued Expenses: | |||||||||
Accrued expenses consist of the following at December 31: | |||||||||
2013 | 2012 | ||||||||
Licensing fee | $ | 500,000 | $ | - | |||||
Royalty fee | - | 45,000 | |||||||
Accrued payroll and payroll taxes | 197,969 | - | |||||||
Professional fees | 12,000 | 108,532 | |||||||
Accrued interest | - | 10,763 | |||||||
Other | 3,210 | 97,688 | |||||||
Total | $ | 713,179 | $ | 261,983 | |||||
Stock-Based Compensation: | |||||||||
The Company accounts for stock options granted to employees according to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718 (“ASC 718”), “Compensation — Stock Compensation”. Under ASC 718, share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s 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 in accordance with ASC 718. The initial noncash charge to operations for non-employee options with service vesting are revalued at the end of each reporting period based upon the change in the fair value of the options and amortized to 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 (“ASC 505”), “Equity-Based Payments to Non-Employees”, of which if the performance condition is 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 year ended December 31, 2013, certain of the performance conditions were achieved and the Company recorded total expense of $503,294. During the year ended December 31, 2012, the performance conditions of such stock options were not achieved; therefore, no non-employee stock options vested and no expense was recorded during the year ended December 31, 2012. | |||||||||
For the purpose of valuing options and warrants granted during the year ended December 31, 2013, the Company used the Black-Scholes option pricing model. The Company estimated the expected term of the stock options granted to officers, directors and employees 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 records compensation expense associated with stock options and other forms of equity compensation using the Black-Scholes option-pricing model and the following assumptions: | |||||||||
2013 | 2012 | ||||||||
Risk-free interest rate | 0.34% - 2.88 | % | 0.27% – 1.6 | % | |||||
Expected volatility | 86% - 131 | % | 98% – 127 | % | |||||
Expected life of options in years | 2 - 10 years | 5 | |||||||
Expected dividend yield | 0 | % | 0 | % | |||||
Research and Development: | |||||||||
Research and development costs are charged to expense as incurred. Research and development includes fees associated with operational consultants, contract clinical research organizations, contract manufacturing organizations, clinical site fees, contract laboratory research organizations, contract central testing laboratories, licensing activities, and allocated executive, human resources and facilities expenses. The Company accrues for costs incurred as the services are being provided by monitoring the status of the trial and the invoices received from its external service providers. As actual costs become known, the Company adjusts its accruals in the period when actual costs become known. Costs related to the acquisition of technology rights and patents for which development work is still in process are charged to operations as incurred and considered a component of research and development expense. | |||||||||
Income Taxes: | |||||||||
Under ASC 740, “Income Taxes” (“ASC 740”), deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. | |||||||||
Loss Per Common Share: | |||||||||
Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss 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. Since the Company has only incurred losses, basic and diluted loss per share are the same. Additionally, there were 145,543 shares of common stock being held in escrow at December 31, 2013 and 2012, pending the achievement of certain regulatory and sales-based milestones as part of the license agreement with ND Partners LLC. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive. | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Convertible notes | - | 3,782,857 | |||||||
Series B non-voting preferred stock | 454,546 | - | |||||||
Series C non-voting preferred stock (see Note 7) | 2,900,000 | - | |||||||
Series D non-voting preferred stock (see Note 7) | 1,148,000 | - | |||||||
Series E non-voting preferred stock (see Note 7) | 1,104,280 | - | |||||||
Shares underlying outstanding warrants | 10,422,525 | 8,448,534 | |||||||
Shares underlying outstanding stock options | 3,453,630 | 2,135,630 | |||||||
Total | 19,482,981 | 14,367,021 | |||||||
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 year ended December 31, 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. | |||||||||
Accounting Standards Updates: | |||||||||
There were no recent accounting pronouncements that are expected to have a material effect on the Company’s consolidated financial position or consolidated results of operations. | |||||||||
3_Related_Party_Transactions
3. Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Consulting Services: | |
During the year ended December 31, 2012, the Company engaged Chord Advisors, LLC, a financial services outsourcing company, to provide accounting services to the Company for aggregate consideration of $10,000 through March 2013. The Company’s then Chief Financial Officer, Richard M. Cohen (who resigned in August 2013), is also the Chairman as well as Co-Founder of Chord Advisors, LLC. The Company’s Audit Committee reviewed and approved this engagement. | |
Notes Payable: | |
On September 20, 2012, Gary A. Gelbfish and Stephen W. Lefkowitz, both members of the Company’s board of directors, and Randy Milby, the Company’s Chief Operating Officer, participated in the Company’s private placement pursuant to the Subscription Agreement referred to in Note 6. Dr. Gelbfish purchased 100 Units, Mr. Lefkowitz purchased 35 Units, indirectly through Wade Capital Corporation Money Purchase Plan (an entity for which he has voting and investment control) and Mr. Milby purchased 50 Units, indirectly through MW Bridges LLC (an entity for which he is Managing Partner, and has voting and investment control). Also, beneficial owners of more than 5% of the Company’s voting securities, including Dr. Lindsay Rosenwald and Elliott Associates, indirectly through Manchester Securities Corp., purchased 50 Units and 400 Units, respectively. | |
On November 13, 2012, Matthew Duffy and Stephen W. Lefkowitz, both members of the Company’s board of directors, participated in the Company’s private placement pursuant to the Subscription Agreement referred to in Note 6. Mr. Duffy purchased 10 Units and Mr. Lefkowitz purchased 15 Units, respectively. | |
In each instance, the purchase was on the same terms as all other purchasers in the offerings. The Audit Committee of the Board of Directors approved the purchase by these insiders. |
4_Income_Taxes
4. Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
The Company’s U.S. and foreign loss before income taxes are set forth below: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
United States | $ | (8,745,624 | ) | $ | (3,380,682 | ) | |||
Foreign | (387,474 | ) | - | ||||||
Total | $ | (9,133,098 | ) | $ | (3,380,682 | ) | |||
The Company had no state income benefit for the year ended December 31, 2013 or 2012, related to the sale of its state net operating losses. There was no current or deferred income tax provision for the year ended December 31, 2013 or 2012. | |||||||||
The Company’s deferred tax assets consist of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Net operating loss carryforwards – Federal | $ | 10,957,000 | $ | 9,561,000 | |||||
Net operating loss carryforwards – state | 1,331,000 | 1,099,000 | |||||||
Net operating loss carryforwards – foreign | 116,000 | — | |||||||
Capitalized licensing fees | 2,361,000 | 2,541,000 | |||||||
Convertible debt and warrants | 1,106,000 | 142,000 | |||||||
Stock-based compensation | 690,000 | 110,000 | |||||||
Other | 3,000 | 80,000 | |||||||
Totals | 16,564,000 | 13,533,000 | |||||||
Less valuation allowance | (16,564,000 | ) | (13,533,000 | ) | |||||
Deferred tax assets | $ | — | $ | — | |||||
At December 31, 2013, the Company had potentially utilizable Federal, state and foreign net operating loss tax carryforwards of approximately $32,225,000, $22,411,000 and $387,000, respectively. The net operating loss tax carryforwards will start to expire in 2026 for Federal purposes and 2014 for state purposes. The foreign net operating loss tax carryforwards do not expire. | |||||||||
The utilization of the Company’s net operating losses may be subject to a substantial limitation due to the “change of ownership provisions” under Section 382 of the Internal Revenue Code and similar state provisions. Such limitation may result in the expiration of the net operating loss carryforwards before their utilization. | |||||||||
The effective tax rate varied from the statutory rate as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Statutory Federal tax rate | (34.0 | )% | (34.0 | )% | |||||
State income tax rate (net of Federal) | (4.6 | )% | (6.0 | )% | |||||
Effect of foreign operations | 0.2 | % | 0 | % | |||||
Other permanent differences | (0.6 | )% | 0 | % | |||||
Effect of valuation allowance | 39 | % | 40 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The net change in the total valuation allowance for the years ended December 31, 2013 and 2012 and for the period from July 28, 2006 (inception) to December 31, 2013 was $3,031,000, $1,369,000 and $16,564,000, respectively. The tax benefit assumed the Federal statutory tax rate of 34% and a state tax rate (net of federal) of 6% and has been fully offset by the aforementioned valuation allowance. | |||||||||
In July 2006, the Company adopted guidance under ASC Topic 740-10 which clarifies the accounting and disclosure for uncertainty in income taxes. The adoption of this interpretation did not have a material impact on the Company’s financial statements. | |||||||||
Management believes that the Company does not have any tax positions that will result in a material impact on the Company’s financial statements because of the adoption of ASC 740-10. However management’s conclusion may be subject to adjustment at a later date based on ongoing analyses of tax laws, regulations and related Interpretations. The Company will report any tax-related interest and penalties related to uncertain tax positions as a component of income tax expense. The Company’s tax returns from 2010 to 2013 remain open. |
5_Commitments_and_Contingencie
5. Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
Operating Leases: | |||||
On March 18, 2010, the Company entered into a lease agreement with UA Bridgewater Holdings, LLC for office space located in Bridgewater, New Jersey, for an initial term of 60 months, with a commencement date of April 1, 2010, an expiration date of March 31, 2015, and lease payments beginning on July 1, 2010. In accordance with the lease agreement, the Company has deposited $13,342 with the landlord, the equivalent of two months’ rent. The Company has been granted the option to extend the lease term for one additional period of three years, commencing the day following the then-current expiration date of the term, March 31, 2015, provided the Company delivers notice to the landlord no later than nine months prior to March 31, 2015. The total 60-month lease obligation is approximately $389,000. The Company’s total remaining lease obligation is $104,470 as of December 31, 2013, as set forth below: | |||||
Years Ending December 31, | Amount | ||||
2014 | $ | 83,576 | |||
2015 | 20,894 | ||||
Total | $ | 104,470 | |||
The Company’s subsidiary entered into a lease agreement for its offices in Fulda, Germany with ITZ GmbH. The lease has a term of 36 months which commenced on September 1, 2013 for a base monthly payment of €442. The total 36 month lease obligation is approximately €15,900 and the remaining lease obligation was approximately €14,100 as of December 31, 2013. Additionally, its subsidiary leases its copier pursuant to a lease agreement dated October 10, 2013 with Frima Buromaschinen Schafer GmbH & Co. KG. The lease has a term of 48 months which commenced on November 1, 2013 for a monthly payment of €59. The total 48 month lease obligation is approximately €2,800. Our total remaining obligation was approximately €2,700 as of December 31, 2013. | |||||
Consulting: | |||||
On May 14, 2012, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with MW Bridges LLC, of which Randy Milby is Managing Partner. Pursuant to the Consulting Agreement, Mr. Milby initially served as the Company’s Chief Operating Officer for a monthly retainer of $6,400. In addition, the Company granted Mr. Milby stock options to purchase 50,000 shares of the Company’s common stock, which option vests upon the Company’s receipt of CE Mark approval for CRMD003, Neutrolin®. Further, the Company agreed to reimburse Mr. Milby for all reasonable and necessary expenses incurred while performing services in connection with the Consulting Agreement. The initial term (the “Term”) of the Consulting Agreement was for three months. Pursuant to its terms, the Consulting Agreement was renewed upon mutual written agreement of the parties upon the same terms. On October 31, 2012, the Company and MW Bridges LLC entered into an Amendment to the Consulting Agreement (the “Amendment”), which, among other things, (i) extended the then-current Term for an additional three months, and (ii) increased Mr. Milby’s monthly retainer to $12,000, effective October 1, 2012. In addition, either party may terminate the Consulting Agreement, as amended, upon 30 days’ prior written notice. Mr. Milby was named Chief Executive Officer of the Company effective January 1, 2013. In April 2013, Mr. Milby became an employee of the Company with an annual salary of $250,000 and the consulting agreement was terminated. As of December 31, 2013, Mr. Milby had no employment agreement with the Company. | |||||
Other: | |||||
The Company has entered into various contracts with third parties in connection with the development of the licensed technology described in Note 9. | |||||
In February 2007, Geistlich Söhne AG für Chemische Industrie, Switzerland, or Geistlich, filed an opposition against the Sodemann patent covering our 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 opposition against the Sodemann patent that was filed at the head office of the European Patent Office in Munich, Germany, 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. In June 2008 the opposition division at the European Patent Office held oral proceedings and rejected the opposition by Geistlich and maintained the patent as granted. 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 it requested a dismissal of the appeal and to maintain the patent as granted. 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 Appeal of the European Patent Office held oral proceedings and verbally upheld the Sodemann patent covering Neutrolin®, but remanded the proceeding to the opposition division as 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 filed its response on February 3, 2014 to request that the patent be maintained as amended during the appeal proceedings. Geistlich did not provide any filing by February 10, 2014; however, the Board of the European Patent Office opposition division has granted Geistlich an extension to respond by the end of July 2014 because its representative did not receive the September 30, 2013 letter due to a change of address. 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. | |||||
In the normal course of business, the Company enters into contracts that contain a variety of indemnifications with its employees, licensors, suppliers and service providers. Further, the Company indemnifies its directors and officers who are, or were, serving at the Company’s request in such capacities. The Company’s maximum exposure under these arrangements is unknown as of December 31, 2013. The Company does not anticipate recognizing any significant losses relating to these arrangements. |
6_Convertible_Notes
6. Convertible Notes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Convertible Notes | ' | ||||||||
On July 5, 2013, the Company received from existing institutional investors 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%, respectively, 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 year ended December 31, 2013, the Company redeemed the 8% convertible notes in the principal amount of $750,000 and interest in the amount of $3,000 for an aggregate of 53,537 shares of its Series E non-voting preferred stock. Prior to the redemption, the convertible notes were revalued to fair value, resulting in a loss on revaluation of $4,640. The issuance of the 53,537 shares of the Series E non-voting preferred stock in exchange for the convertible notes resulted in a loss on extinguishment of $495,326. Also, during the fourth quarter, the balance of the convertible note in the principal amount of $298,750 was converted to common stock, resulting in an $8,148 gain from the revaluation of the portion of the note that was converted. The Company recorded $1,459,661 loss on extinguishment of convertible notes related to the conversions and redemptions during the year ended December 31, 2013 and a gain of $44,642 in the change in fair value of the converted amounts between the issuance date and the relevant conversion dates. | |||||||||
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 year 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 year ended December 31, 2013 of the carrying amount of the convertible notes for which the fair value option was elected: | |||||||||
Balance at January 1, 2013 | $ | - | |||||||
Issuance of convertible notes | 1,643,500 | ||||||||
Conversions and redemptions of convertible notes | (1,598,858 | ) | |||||||
Realized gain resulting from change in fair value on converted/redeemed note | (44,642 | ) | |||||||
Balance at December 31, 2013 | $ | - | |||||||
All of the remaining convertible notes were converted into shares of common stock or the Company’s Series E non-voting convertible preferred stock in the fourth quarter of 2013. | |||||||||
The following table is a rollforward for the year ended December 31, 2013 of the carrying amount of the warrant liability that was issued during the year ended December 31, 2013 in connection with the issuance of convertible notes and Series C-1 and Series C-2 non-voting preferred stock. 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 year ended December 31, 2013, there were no exercises of these warrants. | |||||||||
Balance at January 1, 2013 | $ | - | |||||||
Issuance of warrants | 1,502,658 | ||||||||
Unrealized loss resulting from change in fair value | 141,573 | ||||||||
Balance at December 31, 2013 | $ | 1,644,231 | |||||||
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 year ended December 31, 2013, $924,000 of these notes were converted resulting in the issuance of 2,640,000 shares of the Company’s common stock in October 2013. The remaining $400,000 convertible note, including interest, was exchanged into 57,400 shares of Series D preferred stock, which are convertible into 1,148,000 shares of 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: | |||||||||
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 | % | |||||
7_Stockholders_Equity_Deficien
7. Stockholders' Equity (Deficiency) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
STOCKHOLDERS' DEFICIT | ' | ||||||||||||||||
Stockholders' Equity (Deficiency) | ' | ||||||||||||||||
Common Stock: | |||||||||||||||||
During July 2006, the Company issued 510,503 shares of Common Stock to its founders for proceeds of $4,000 or $0.008 per share. | |||||||||||||||||
In accordance with the Shiva Contribution Agreement (see Note 9), during August 2006, the Company issued 800,000 shares of Series B Common Stock, 50,000 shares of Series C Common Stock, 50,000 shares of Series D Common Stock, 50,000 shares of Series E Common Stock and 50,000 shares of Series F Common Stock to Shiva Biomedical, LLC at $0.008 per share. These shares of Series B-F Common Stock were subsequently surrendered by Shiva in exchange for Common Stock in October 2009, as described below, and were eliminated from the Company’s certificate of incorporation pursuant to an amendment effected in connection with such exchange. During 2006, the Company recorded $1,000 in deferred stock issuances for these shares of Series B-F Common Stock which were issued but were held in escrow until achievement of certain future clinical milestones (see Note 9). | |||||||||||||||||
During November 2006, the Company issued 53,743 shares of Common Stock to an employee in connection with an employment agreement for proceeds of $421 or $0.008 per share which vested equally over a three year period. In connection with this stock issuance, the Company recorded compensation expense at $1.72 per share for a total of $92,649. During January and March 2007, the Company issued 27,056 shares of Common Stock to employees in connection with employment agreements for proceeds of $212 or $0.008 per share which vested equally over a three year period. In connection with this stock issuance, the Company recorded compensation expense at $1.72 per share for a total $46,641. During March 2007, the Company issued 193,936 shares of Non-Voting Subordinated Class A Common Stock to technology finders for proceeds of $194 or $0.008 per share which vested equally over a three year period. In connection with this stock issuance, the Company recorded compensation expense at $1.72 per share for a total of $42,666. In accordance with the NDP License Agreement (see Note 9), during January 2008, the Company issued 39,980 shares of Common Stock to ND Partners LLC at $8.23 per share. During 2008, the Company recorded $328,948 in research and development expense in connection with this issuance. In addition, under the NDP License Agreement, the Company issued an additional 15,992 shares of Common Stock which are being held in escrow pending the achievement of certain regulatory and sales-based milestones. During 2008, the Company recorded $125 in deferred stock issuances for this common stock which was issued but is being held in escrow (see Note 9). | |||||||||||||||||
During May 2008, the Company issued 939 shares of Common Stock to a consultant in lieu of payment for consulting services at $8.23 per share. During 2008, the Company recorded $7,721 in research and development expense in connection with this issuance. | |||||||||||||||||
During July 2009, the Company issued 639 shares of Common Stock to a consultant as partial payment for consulting services at $32.05 per share. During 2009, the Company recorded $20,450 in research and development expense in connection with this issuance. | |||||||||||||||||
Pursuant to an amendment to the Shiva Contribution Agreement, dated as of October 6, 2009, and a corresponding common stock exchange and stockholder agreement of the same date (the “Exchange Agreement”), during October 2009, the Company issued 98,739 shares of Common Stock to Shiva Biomedical, LLC at $32.05 per share in exchange for the surrender by Shiva of all rights to the Series B-F Common Stock. During 2009, the Company recorded $3,164,502 in research and development expense in connection with the issuance (see Note 9). | |||||||||||||||||
During October 2009, the Company issued 28,156 shares of Common Stock to ND Partners LLC at $32.05 per share in accordance with the NDP License Agreement as a result of anti-dilution adjustments in connection with the issuance of shares to Shiva Biomedical, LLC under the Exchange Agreement. During 2009, the Company recorded $902,344 in connection with the issuance (see Note 9). | |||||||||||||||||
During October 2009, the Company issued 11,263 shares of Common Stock into escrow for the benefit of ND Partners LLC at $32.05 per share in accordance with the NDP License Agreement as a result of anti-dilution adjustments in connection with the issuance of shares to Shiva Biomedical, LLC under the Exchange Agreement (see Note 9). | |||||||||||||||||
During February 2010, the Company issued 4,059 shares of Common Stock to a consultant as payment for consulting services at $32.05 per share. During 2010, the Company recorded $130,091 in general and administrative expense in connection with this issuance. | |||||||||||||||||
During February 2010, the Company issued 24,750 shares of Common Stock to technology finders as a result of the conversion of Non-Voting Subordinated Class A Common Stock to Common Stock. | |||||||||||||||||
During March 2010, the Company issued a total of 5,914,431 shares of Common Stock to the holders of its convertible notes as a result of the conversion of such notes into Common Stock in conjunction with the IPO. | |||||||||||||||||
During March 2010, the Company issued a total of 828,024 shares of Common Stock to Shiva Biomedical, LLC and ND Partners LLC at $3.125 per share, as a result of anti-dilution adjustments pursuant to their respective agreements, of which 145,543 shares are being held in escrow for ND Partners LLC pending the achievement of certain regulatory and sales-based milestones. The anti-dilution provisions under these agreements were terminated upon the completion of the Company’s IPO in March 2010 (see Note 9). | |||||||||||||||||
During March 2010, the Company issued 3,850,000 shares of Common Stock in connection with the Company’s IPO at a per share price of $3.125. | |||||||||||||||||
During the year ended December 31, 2013, 9% senior convertible notes in the aggregate principal amount of $924,000 were converted at a conversion price of $0.35 per share resulting in the issuance of an aggregate 2,640,000 shares of the Company’s common stock. | |||||||||||||||||
During the year ended December 31, 2013, the Series A non-voting convertible preferred stock was converted into 761,429 shares of the Company’s common stock. | |||||||||||||||||
During the year ended December 31, 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 year ended December 31, 2013, warrants to purchase 890,413 shares of the Company’s common stock were exercised on a cashless basis resulting in the issuance of 527,754 shares of common stock. | |||||||||||||||||
During the year ended December 31, 2013, a portion of 8% senior convertible note in the principal amount of $750,000 was converted into common shares and interest in the aggregate amount of $36,313 which was paid in common shares resulting in the issuance of an aggregate 1,009,238 shares of the Company’s common stock. | |||||||||||||||||
In December 2013, 10,000 shares of the Series C-1 preferred stock were converted into 100,000 shares of the Company’s common stock. | |||||||||||||||||
Preferred Stock | |||||||||||||||||
On October 22, 2013, the Company sold to existing institutional investors 150,000 shares of Series C-1 preferred stock and 150,000 shares of Series C-2 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 convertible note held by one of the investors in the principal amount of $400,000 for 57,400 shares of Series D preferred stock and exchanged another convertible note held by the same investor in the principal amount of $750,000 for 53,537 shares of Series E preferred stock. The Company also issued 1,677 shares of Series E preferred stock to the other investor in the offering. | |||||||||||||||||
The Series C-1 preferred stock and Series C-2 preferred stock have identical rights, privileges and terms and are referred to collectively as the “Series C Stock.” Each share of Series C Stock is convertible into 10 shares of common stock at any time at the holder’s option at a conversion price of $1.00 per share. However, the holder will be prohibited from converting Series C Stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 9.99% 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 C Stock will receive a payment equal to $10.00 per share of Series C Stock, subject to adjustment, before any proceeds are distributed to the holders of common stock. Shares of the Series C Stock will not be entitled to receive any dividends, unless and until specifically declared by the Company’s board of directors. | |||||||||||||||||
Due to the existence of downround provisions, both the conversion features of the Series C Stock and the associated warrants are liability classified and are valued using a Monte Carlo model. On the issuance date, the estimated value of the conversion features and warrants was $1,953,965 and $915,058, respectively, and the fair value of the preferred stock, including additional paid in capital, net of issuance cost was $57,855. | |||||||||||||||||
Each share of Series D preferred stock is convertible into 20 shares of common stock (subject to adjustment) at a per share price of $0.35 at any time at the option of the holder, except that a holder will be prohibited from converting shares of Series D preferred stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.99% 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 Series D preferred stock will receive a payment equal to $7.00 per share of Series D preferred stock on parity with the payment of the liquidation preference due the Series E preferred stock, but before any proceeds are distributed to the holders of common stock, Series B preferred stock, the Series C-1 preferred stock and the Series C-2 preferred stock. Shares of Series D preferred stock will receive a dividend of 9% per annum and are entitled to receive dividends on shares of the Series D preferred stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock when, as and if such dividends (other than dividends in the form of common stock) are paid on shares of the common stock. | |||||||||||||||||
The issuance of the Series D Preferred stock in exchange for the extinguishment of $400,000 of convertible debt and $1,800 of interest resulted in a loss on extinguishment of $930,708. | |||||||||||||||||
Each share of Series E preferred stock is convertible into 20 shares of the Company’s common stock (subject to adjustment) at a per share price of $0.82 at any time at the option of the holder, except that a holder will be prohibited from converting shares of Series E preferred stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.99% 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 Series E preferred stock will receive a payment equal to $16.40 per share of Series E preferred stock on parity with the payment of the liquidation preference due the Series D preferred stock, but before any proceeds are distributed to the holders of common stock, Series B preferred stock, the Series C-1 preferred stock and the Series C-2 preferred stock. Shares of Series E preferred stock will receive a dividend of 8% per annum and are entitled to receive dividends on shares of the Series E preferred stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock when, as and if such dividends (other than dividends in the form of common stock) are paid on shares of the common stock. | |||||||||||||||||
In the event the Company issues any options, convertible securities or rights to purchase stock or other securities pro rata to the holders of common stock, then the holder of Series E Preferred Stock will be entitled to acquire, upon the same terms a pro rata amount of such stock or securities as if the Series E Preferred Stock had been converted to common stock. | |||||||||||||||||
The issuance of the Series E preferred stock in exchange for the extinguishment of convertible debt with a carrying value of $801,231 and $3,000 of accrued interest resulted in a loss on extinguishment of $495,326. | |||||||||||||||||
The Series C-1 preferred stock, Series C-2 preferred stock, Series D preferred stock and Series E preferred stock all contain a prohibition on its respective conversion (in the case of the Series C-1 and Series C-2, in the aggregate for both series) if, as a result of such conversion, the Company would have issued in each case shares of its common stock in an aggregate amount equal to 3,190,221 shares, which is 20% of the shares of common stock outstanding on October 17, 2013, unless the Company receives the approval of its stockholders for such overage. On February 28, 2014, the shareholders approved the issuance of such overage. | |||||||||||||||||
The Company used a Monte Carlo model to separately value the Series C-1, C-2, D and E preferred stock, the conversion options associated with the those preferred stock instruments and the warrants issued in connection with the Series C-1 and C-2 preferred stock. A summary of the key assumptions used in the Monte Carlo models are 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 – The Company used a weighted average of 1) the historical volatility of the stock of CorMedix for approximately three-years, 2) the volatility of the stock of CorMedix after receiving product approval and 3) the volatilities of comparable companies (provided by the management) from the date product approval is received to the various valuation dates. Then, appropriate weights were applied to these data points to arrive at the weighted average historical volatility. The concluded volatility is assumed to remain constant for all the valuation dates. | |||||||||||||||||
Term – Although the preferred Series C, D and E instruments do not have a specified contracted life, the Company has assumed a five year life from the date of inception for the purpose of the valuations, indicating that these instruments would expire in October 2018 at which point the holder would convert the investments into equity. | |||||||||||||||||
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. | |||||||||||||||||
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. | |||||||||||||||||
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 year ended December 31, 2013, all of the Series A non-voting convertible preferred stock was converted into 761,429 shares of common stock. | |||||||||||||||||
During the year ended December 31, 2013, because the Series A non-voting preferred stock was immediately convertible at the option of the holder, the Company 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. | |||||||||||||||||
As a result of the Series C-3 preferred financing in January 2014, 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. | |||||||||||||||||
Common 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. | |||||||||||||||||
In 2006, the Company established a stock incentive plan (the 2006 “Plan”) under which restricted stock, stock options and other awards based on the Company’s common stock could be granted to the Company’s employees, directors, consultants, advisors and other independent contractors. On January 28, 2010, the Company amended and restated the Plan to, among other things, increase the shares of common stock issuable under the 2006 Plan from 925,000 to 2,300,000. No stock options are available for issuance under the 2006 Plan when the 2013 Plan was approved. | |||||||||||||||||
During the year ended December 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 for these options during the year ended December 31, 2013. | |||||||||||||||||
During the year ended December 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. At December 31, 2013, 40,000 of these performance options were forfeited due to non-achievement of performance and 220,000 performance options were achieved. 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 or forfeited at December 31, 2013. | |||||||||||||||||
In March 2013, the Company’s board of directors amended the vesting schedule of the options granted in December 2012 to various officers and directors of the Company for an aggregate of 765,000 ten-year stock options with an exercise price of $0.68 per share based on the closing price of the Company’s common stock on the date of grant. 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 the board of directors). 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 fully 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 year ended December 31, 2013, an aggregate of 237,333 unvested stock options granted to its former Chief Medical Officer under 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 year ended December 31, 2013. | |||||||||||||||||
During the year ended December 31, 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. Of these options, 294,000 vest upon specified performance milestones, and 120,000 options vest in one year. At December 31, 2013, 30,000 of these performance options were forfeited due to non-achievement of performance and 90,000 performance options were achieved. 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 year ended December 31, 2013. No expense was recognized for the options subject to performance milestones that were not achieved or forfeited at December 31, 2013. | |||||||||||||||||
During the year ended December 31, 2012, the Company granted 25,000 ten-year stock options to a consultant with an exercise price of $0.68 per share based on the closing price of the Company’s common stock on the date of grant. These options vested as to 50% on the date of the issuance of the CE Mark approval in Europe for the Company’s Neutrolin® product candidate and 50% vested on December 31, 2013. At December 31, 2013, the Company expensed the full value of these options. | |||||||||||||||||
During the year ended December 31, 2012, 200,000 five-year stock options were granted to a consultant of the Company with an exercise price of $0.44 per share based on the closing price of the Company’s common stock on the date of grant. 50,000 of these options vested immediately at the date of grant and the remainder to vest upon completion of certain operational and strategic milestones, including, but not limited to, receipt of CE Mark approval for CRMD003, Neutrolin®. The Company recorded the expense related to the 50,000 stock options that vested immediately. At December 31, 2013, 60,000 of these performance options were forfeited due to non-achievement of performance and 90,000 performance options were achieved. The Company recorded the value of the options on the date the performance was achieved. No expense was recognized for the options that were forfeited at December 31, 2013. | |||||||||||||||||
During the year ended December 31, 2012, 10,000 five-year stock options were awarded to a consultant of the Company with an exercise price $0.24 per share based on the closing price of the Company’s common stock on the date of grant. Vesting is contingent upon the receipt of the Company’s Neutrolin® CE Mark which was received during 2013. The Company recorded the value of the options on the date the CE Mark was approved. These options were exercised during the year ended December 31, 2013. | |||||||||||||||||
During the year ended December 31, 2012, 50,000 ten-year stock options were awarded to a consultant with an exercise price of $0.29 per share based on the closing price of the Company’s common stock on the date of grant. Vesting is contingent upon the receipt of the Company’s Neutrolin® CE Mark which was received during 2013. The Company recorded the value of the options on the date the CE Mark was approved. | |||||||||||||||||
During the year ended December 31, 2012, 180,000 stock options were granted to the Company’s 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. | |||||||||||||||||
The Company recorded $1,345,136, $274,358 and $3,944,374 of stock-based compensation expense during the years ended December 31, 2013 and 2012 and the period from July 28, 2006 (inception) to December 31, 2013, respectively, in accordance with ASC 718 and ASC 505 for stock options issued to employees and non-employees, respectively. | |||||||||||||||||
A summary of the Company’s stock options activity under the Plan and related information is as follows: | |||||||||||||||||
Year Ended | Year Ended | ||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Shares | Weighted | Shares | Weighted | ||||||||||||||
Average | Average | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Price | Price | ||||||||||||||||
Outstanding at beginning of year | 2,135,630 | $ | 1.26 | 1,236,342 | $ | 2.47 | |||||||||||
Granted | 1,814,000 | $ | 0.9 | 1,380,000 | $ | 0.56 | |||||||||||
Exercised | (10,000 | ) | $ | 0.24 | - | $ | - | ||||||||||
Cancelled | (118,667 | ) | $ | 1.61 | (217,662 | ) | $ | 3.13 | |||||||||
Forfeited | (367,333 | ) | $ | 1.28 | (263,050 | ) | $ | 1.72 | |||||||||
Outstanding at end of year | 3,453,630 | $ | 1.06 | 2,135,630 | $ | 1.26 | |||||||||||
Outstanding at end of year expected to vest | 587,278 | $ | 0.9 | 961,034 | $ | 1.26 | |||||||||||
Options exercisable | 2,490,880 | $ | 1.12 | 758,297 | $ | 2.16 | |||||||||||
Weighted-average fair value of options granted during the year | $ | 0.76 | $ | 0.46 | |||||||||||||
The weighted average remaining contractual life of stock options outstanding at December 31, 2013 is 7.5 years. The aggregate intrinsic value is calculated as the difference between the exercise prices of the underlying options and the quoted closing price of the common stock of the Company as of December 31, 2013 for those options that have an exercise price below the quoted closing price. As of December 31, 2013, the aggregate intrinsic value of all stock options exercised and outstanding is $6,100 and $1,404,110, respectively. | |||||||||||||||||
The Company has experienced forfeitures of stock options issued to its former officers, a 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 each of the years ended December 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. | |||||||||||||||||
As of December 31, 2013, the total compensation expense related to non-vested options not yet recognized totaled $479,182. The weighted-average vesting period over which the total compensation expense related to non-vested options not yet recognized at December 31, 2013 was approximately 0.9 years. | |||||||||||||||||
Warrants: | |||||||||||||||||
The following table is the summary of warrants outstanding at December 31, 2013: | |||||||||||||||||
Number of Warrants | Exercise Price | Expiration Date | |||||||||||||||
Issued to co-placement agents in connection with previous | 18,250 | $ | 7.84 | ||||||||||||||
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 in the | 4,812 | 3.90 | |||||||||||||||
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 placement | 2,125,000 | 0.4 | |||||||||||||||
of convertible notes | 9/20/17 | ||||||||||||||||
Issued to placement agent in connection with September 20, | 15,420 | 0.4 | |||||||||||||||
2012 private placement of convertible notes | 9/20/17 | ||||||||||||||||
Issued in connection with November 13, 2012 private placement | 375,000 | 0.4 | |||||||||||||||
of convertible notes | 11/13/17 | ||||||||||||||||
Issued to placement agent in connection with November 13, | 85,167 | 0.4 | |||||||||||||||
2012 private placement of convertible notes | 11/13/17 | ||||||||||||||||
Issued in connection with February 2013 private placement | 400,000 | 1.5 | |||||||||||||||
of Series A convertible preferred stock | 2/19/18 | ||||||||||||||||
Issued in connection with license agreement amendment | 125,000 | 1.5 | 4/11/18 | ||||||||||||||
Issued in connection with July 2013 private placement | 227,273 | 1.5 | |||||||||||||||
of Series B convertible preferred stock | 7/30/18 | ||||||||||||||||
Issued in connection with May 2013 private placement | 1,000,000 | 1 | |||||||||||||||
of convertible notes, which funded in July 2013 | 5/30/19 | ||||||||||||||||
Issued in connection with October 2013 private placement | 1,500,000 | 1.25 | |||||||||||||||
of Series C-1 and C-2 convertible preferred stock | 10/22/19 | ||||||||||||||||
Total warrants outstanding at December 31, 2013 | 10,422,525 |
8_Fair_Value_Measurements
8. Fair Value Measurements | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Fair Value Measurements | ' | ||||||||
Fair Value Measurements | ' | ||||||||
The fair value of the Company’s cash, convertible notes, and accounts payable at December 31, 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 December 31, 2013. There were no financial instruments measured at fair value on a recurring basis at December 31, 2012. | |||||||||
Fair Value Hierarchy | |||||||||
Fair Value | |||||||||
Financial Liabilities Measured at Fair Value on a Recurring Basis: | |||||||||
Series C non-voting preferred stock | 3 | $ | 2,027,330 | ||||||
Series D non-voting preferred stock | 3 | 901,625 | |||||||
Series E non-voting preferred stock | 3 | 735,619 | |||||||
Warrants issued in connection with convertible debt | 3 | 660,869 | |||||||
Warrants issued in connection with | 3 | 983,361 | |||||||
Series C non-voting preferred stock | |||||||||
Total | $ | 5,308,804 | |||||||
9_License_and_Other_Agreements
9. License and Other Agreements | 12 Months Ended |
Dec. 31, 2013 | |
License And Other Agreements | ' |
License and Other Agreements | ' |
On July 28, 2006, the Company entered into a contribution agreement (as amended on October 6, 2009 and on February 22, 2010) (the “Shiva Contribution Agreement”) with Shiva Biomedical, LLC, a New Jersey limited liability company (“Shiva”), and certain other parties. Pursuant to the Shiva Contribution Agreement, Shiva contributed to the Company its kidney products business and granted the Company an exclusive, worldwide license agreement for a patent estate covering proprietary formulations of the first “iron chelator” for kidney diseases, specifically deferiprone (the “Compound”), and a biomarker diagnostic test for measuring levels of labile iron (the “Test”). Specifically, the Company licensed treatment, formulation and dosing regimens and methods of using the Compound and the Test, for the treatment and diagnosis of diseases and disorders, and the corresponding United States and foreign patents and applications in all fields of use (collectively, the “Shiva Technology”). As consideration in part for the rights to the Shiva Technology, the Company paid Shiva an initial licensing fee of $500,000 and granted Shiva up to a 20% equity interest in the Company consisting of shares of the Company’s Series B, C, D, E and F Common Stock which were placed in escrow to be released upon the achievement of certain clinical milestones. Pursuant to the October 2009 amendment and corresponding Exchange Agreement, Shiva surrendered all rights to such shares in exchange for 7.0% of the outstanding shares of Common Stock as of the date of exchange, or 98,739 shares (see Note 7). The Company was also obligated to issue additional shares of Common Stock to Shiva sufficient to maintain its ownership percentage at 7.0% of the outstanding Common Stock on a fully diluted basis, and the Company issued an additional 412,338 shares to Shiva at a price of $3.125 per share as a result of this obligation in connection with the Company’s IPO; however, such anti-dilution obligation terminated upon the completion of the IPO. In addition, the Company was required to make substantial payments to Shiva upon the achievement of certain clinical and regulatory based milestones. The maximum aggregate amount of such milestone payments, assuming achievement of all milestones, was $10,000,000. Events that trigger milestone payments included, but were not limited to, the reaching of various stages of clinical trials and regulatory approval processes. In the event that the Shiva Technology was commercialized, the Company was obligated to pay to Shiva annual royalties based upon net sales of the product. In the event that the Company sublicensed the Shiva Technology to a third party, the Company was obligated to pay to Shiva a portion of the royalties, fees or other lump-sum payments it receives from the sublicense, subject to certain deductions. Through December 31, 2011, no milestone payments or royalty payments had been earned by or paid to Shiva. The Company had the right to terminate the Shiva Contribution Agreement for any reason upon 30 days prior written notice. On December 1, 2011, the Company issued Shiva a notice of termination letter of the license agreement and, as such, had no further financial obligation to Shiva. The Company reassigned to Shiva all of the Company’s intellectual property rights with respect to the Shiva Technology. | |
On February 22, 2010, the Company and Shiva entered into an amendment to the Shiva Contribution Agreement, pursuant to which the Company’s deadline for meeting a certain development progress requirement was extended from April 30, 2010 to June 30, 2010 and the Company paid $25,000 to Shiva following completion of the Company’s IPO, as partial reimbursement for Shiva’s expenses in connection with such amendment and prior amendments to the Shiva Contribution Agreement. | |
On August 29, 2011, the Company and Shiva entered into an amendment to the Shiva Contribution Agreement, pursuant to certain changes with respect to the development and milestone payments of the licensed products. | |
During the year ended December 31, 2011 and the period from July 28, 2006 (Inception) to December 31, 2012, the Company expensed $100,000 and $4,920,310, respectively, in connection with the Shiva Contribution Agreement. | |
In connection with the Shiva Contribution Agreement, on July 28, 2006, the Company entered into a Consulting Agreement with Dr. Sudhir Shah, which was amended and restated on April 1, 2010 as a Scientific Advisory Board Agreement (the “Shah Consulting Agreement”) and was further amended and restated on August 29, 2011. Pursuant to the Shah Consulting Agreement, as amended, for a period of one year commencing on April 1, 2010, Dr. Shah provided the Company with consulting services involving areas mutually agreed to by Dr. Shah and the Company and beginning on August 29, 2011 provided consulting services for up to 17.5 hours per month and served on one of the Company’s Scientific Advisory Boards. During the year ended December 31, 2011 and the period from July 28, 2006 (Inception) to December 31, 2012, the Company expensed $29,000 and $196,000, respectively, in connection with the Shah Consulting Agreement. | |
On January 30, 2008, the Company entered into a License and Assignment Agreement (the “NDP License Agreement”) with ND Partners LLC, a Delaware limited liability company (“NDP”). Pursuant to the NDP License Agreement, NDP granted the Company exclusive, worldwide licenses for certain antimicrobial catheter lock solutions, processes for treating and inhibiting infections, a biocidal lock system and a taurolidine delivery apparatus, and the corresponding United States and foreign patents and applications (the “NDP Technology”). The Company acquired such licenses and patents through our assignment and assumption of NDP’s rights under certain separate license agreements by and between NDP and Dr. Hans-Dietrich Polaschegg, Dr. Klaus Sodemann and Dr. Johannes Reinmueller. NDP also granted the Company exclusive licenses, with the right to grant sublicenses, to use and display certain trademarks in connection with the NDP Technology. As consideration in part for the rights to the NDP Technology, the Company paid NDP an initial licensing fee of $325,000 and granted NDP a 5% equity interest in the Company, consisting of 39,980 shares of the Company’s Common Stock. In connection with this stock issuance, the Company recorded $328,948 of research and development expense in 2008. In addition, the Company is required to make payments to NDP upon the achievement of certain regulatory and sales-based milestones. Certain of the milestone payments are to be made in the form of shares of common stock currently held in escrow for NDP, and other milestone payments are to be paid in cash. The Company was also obligated to issue additional shares of common stock to NDP sufficient to maintain its ownership percentage at 5.0% of the outstanding common stock (7.0%, including the escrow shares) on a fully diluted basis, until such time that the Company has raised $25 million through the sale of its equity securities or until an initial public offering, reverse merger or a sale of the Company. As a result of this obligation, in October 2009, the Company issued an additional 28,156 shares to NDP and an additional 11,263 shares into the escrow, at a price of $32.05 per share, in connection with the issuance of shares to Shiva under the Exchange Agreement as described above, and in March 2010 the Company issued an additional 297,398 shares to NDP and an additional 118,288 shares into the escrow, at a price of $3.125 per share, in connection with the Company’s IPO; however, such anti-dilution obligation terminated upon the completion of the IPO. The maximum aggregate number of shares issuable upon achievement of milestones and the number of shares held in escrow as of December 31, 2011 is 145,543 shares of common stock. The maximum aggregate amount of cash payments upon achievement of milestones is $3,000,000. Events that trigger milestone payments include but are not limited to the reaching of various stages of regulatory approval processes and certain worldwide net sales amounts. Through December 31, 2013, no milestone payments have been earned by or paid to NDP. | |
On April 11, 2013, the Company entered into an amendment to the NDP License Agreement. Under Article 6 of the NDP License Agreement, the Company was 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 was 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 the Company’s 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. In January 2014, the Company settled this milestone payment which resulted in the issuance of 50,000 shares of the Company’s Series C-3 non-voting convertible preferred and 250,000 shares issuable upon exercise of warrants at an exercise price of $1.25 per share (see Note 11 – Subsequent Events). | |
The NDP License Agreement may be terminated by the Company on a country-by-country basis upon 60 days prior written notice. If the NDP License Agreement is terminated by either party, the Company’s rights to the NDP Technology will revert back to NDP. | |
During the period from July 28, 2006 (Inception) to December 31, 2013, the Company expensed $3,092,356 in connection with the NDP License Agreement. | |
On January 30, 2008, the Company also entered into an Exclusive License and Consulting Agreement with Dr. Polaschegg (the “Polaschegg License Agreement”). The Polaschegg License Agreement replaced the original license agreement between NDP and Dr. Polaschegg that the Company was assigned and the Company assumed under the NDP License Agreement. Pursuant to the Polaschegg License Agreement, Dr. Polaschegg granted the Company an exclusive, worldwide license for a certain antimicrobial solution and certain taurolidine treatments and the corresponding United States patent applications (the “Polaschegg Technology”), and agreed to provide the Company with certain consulting services. As consideration for the rights to the Polaschegg Technology, the Company paid Dr. Polaschegg an initial payment of $5,000 and agreed to pay Dr. Polaschegg certain royalty payments ranging from 1% to 3% of the net sales of the Polaschegg Technology. The Polaschegg License Agreement also sets forth certain minimum royalty payments (on an annual basis) to be made to Dr. Polaschegg in connection with the Polaschegg Technology, which payments range from $10,000 to $45,000. As compensation for Dr. Polaschegg’s consulting services to be provided under the Polaschegg License Agreement, Dr. Polaschegg is being paid €200 per hour for services consisting of scientific work and €250 per hour for services consisting of legal work. | |
The Company may terminate the Polaschegg License Agreement with respect to any piece of the Polaschegg Technology upon 60 days notice. If the Polaschegg License Agreement is terminated with respect to any piece of the Polaschegg Technology by either party, all rights with respect to such portion of the Polaschegg Technology will revert to Dr. Polaschegg. | |
During the years ended December 31, 2013 and 2012 and the period from July 28, 2006 (Inception) to December 31, 2013, the Company expensed approximately $45,000, $45,000 and $230,000, respectively, in connection with the Polaschegg License Agreement. | |
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 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. |
10_Retirement_Plan
10. Retirement Plan | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Retirement Plan | ' |
On May 1, 2010, the Company adopted a 401(k) savings plan (the “401(k) Plan”) for the benefit of its employees. Under the safe harbor provisions of the 401(k) Plan, the Company is required to make contributions equal to 3% of eligible compensation for each eligible employee whether or not the employee contributes to the 401(k) Plan. During the year ended December 31, 2013, the 401(k) Plan was terminated. For the year ended December 31, 2012 and from July 28, 2006 (inception) through December 31, 2012, the Company recorded $11,370 and $44,390, respectively, of required contributions in accordance to the Safe Harbor provision of the 401(k) Plan. |
11_Subsequent_Events
11. Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
On January 8, 2014, the Company sold an aggregate of 200,000 shares of its Series C-3 non-voting convertible preferred stock and warrants to purchase up to an aggregate of 1,000,000 shares of common stock for gross proceeds of $2,000,000. The Series C-3 preferred stock and the related warrants were sold together at a price of $10.00 per share for each share of Series C-3 preferred stock. The Series C-3 preferred stock has rights, privileges and terms that are identical to the Company’s Series C-1 and C-2 non-voting convertible preferred stock. Each share of Series C-3 preferred stock is convertible into 10 shares of common stock at any time at the holder’s option at a conversion price of $1.00 per share. However, the holder is prohibited from converting Series C-3 preferred stock into shares of common stock if, as a result of such conversion, the holder, together with its affiliates, would own more than 9.99% of the total number of shares of the Company’s common stock then issued and outstanding. The warrants are exercisable one year after issuance, have an exercise price of $1.25 per share, subject to adjustment, and a term of five years from the date they are first exercisable. However, a holder is prohibited from exercising a warrant if, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% or 9.99%, at the holder’s election, of the total number of shares of the Company’s common stock then issued and outstanding. Included in this financing is the settlement of an aggregate amount of $645,500 in accruals and payables owed to ND Partners, the Company’s CEO for his 2013 salary, and a consultant. | |
On March 10, 2014, the Company sold an aggregate of 2,960,000 units in a registered direct offering. Each unit consisted of one share of the Company’s common stock and 0.35 of a warrant, each to purchase one share of the Company’s common stock. The purchase price was $2.50 per unit. The warrants have an exercise price of $3.10 per share, are exercisable commencing six months from the date of issuance, and have a term of five years from the date of exercisability. However, a holder is prohibited from exercising a warrant if, as a result of such exercise, the holder, together with its affiliates, would own more than 3.99% or 4.99%, at the holder’s election, of the total number of shares of the Company’s common stock then issued and outstanding. |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Use of Estimates | ' | ||||||||
Use of Estimates: | |||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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 the Company and CorMedix Europe GmbH, a wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Cash and Cash Equivalents: | |||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains its cash and cash equivalents in bank deposit and other interest bearing accounts, the balances of which, at times, may exceed federally insured limits. | |||||||||
Foreign Currency | ' | ||||||||
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 EURO, foreign currency asset and liability amounts, if any, are translated into USD at end-of-period exchange rates. Foreign currency income and expenses are translated at average exchange rates in effect during the year. Translation gains and losses are included in other comprehensive loss. | |||||||||
Geographic Information | ' | ||||||||
Geographic Information: | |||||||||
For the first time since its inception in 2006, the Company reported revenues of $2,001, all of which was attributable to its European operations, which are based in Germany. Of the Company’s $36,061 of net property and equipment at December 31, 2013, $2,497 was located in the United States, with the remainder located in Germany. | |||||||||
Restricted Cash | ' | ||||||||
Restricted Cash: | |||||||||
As of December 31, 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 consolidated balance sheet as restricted cash. | |||||||||
Prepaid Expenses | ' | ||||||||
Prepaid Expenses: | |||||||||
Prepaid expenses consist of payments made in advance to vendors relating to service contracts for clinical trial development, manufacturing, preclinical development and insurance policies. These advanced payments are amortized to expense either as services are performed or over the relevant service period using the straight-line method. | |||||||||
Inventories | ' | ||||||||
Inventories: | |||||||||
Inventories are valued at the lower of 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. | |||||||||
Property and Equipment | ' | ||||||||
Property and Equipment: | |||||||||
Property and equipment consist primarily of furnishings, fixtures, leasehold improvements, office equipment and computer equipment which are recorded at cost. Repairs and maintenance costs are expensed in the period incurred. Depreciation of property and equipment is provided for by the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized using the straight-line method over the remaining lease term or the life of the asset, whichever is shorter. Property and equipment, net as of December 31, 2013 and 2012 were $36,061 and $4,668, respectively, net of accumulated depreciation of $62,283, and $57,042, respectively. | |||||||||
Description | Estimated Useful Life | ||||||||
Office equipment and furniture | 5 years | ||||||||
Leasehold improvements | 5 years | ||||||||
Computer equipment | 5 years | ||||||||
Computer software | 3 years | ||||||||
Accrued Expenses | ' | ||||||||
Accrued Expenses: | |||||||||
Accrued expenses consist of the following at December 31: | |||||||||
2013 | 2012 | ||||||||
Licensing fee | $ 500,000 | $ - | |||||||
Royalty fee | - | 45,000 | |||||||
Accrued payroll and payroll taxes | 197,969 | - | |||||||
Professional fees | 12,000 | 108,532 | |||||||
Accrued interest | - | 10,763 | |||||||
Other | 3,210 | 97,688 | |||||||
Total | $ 713,179 | $ 261,983 | |||||||
Stock-Based Compensation | ' | ||||||||
Stock-Based Compensation: | |||||||||
The Company accounts for stock options granted to employees according to the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 718 (“ASC 718”), “Compensation — Stock Compensation”. Under ASC 718, share-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s 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 in accordance with ASC 718. The initial noncash charge to operations for non-employee options with service vesting are revalued at the end of each reporting period based upon the change in the fair value of the options and amortized to 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 (“ASC 505”), “Equity-Based Payments to Non-Employees”, of which if the performance condition is 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 year ended December 31, 2013, certain of the performance conditions were achieved and the Company recorded total expense of $503,294. During the year ended December 31, 2012, the performance conditions of such stock options were not achieved; therefore, no non-employee stock options vested and no expense was recorded during the year ended December 31, 2012. | |||||||||
For the purpose of valuing options and warrants granted during the year ended December 31, 2013, the Company used the Black-Scholes option pricing model. The Company estimated the expected term of the stock options granted to officers, directors and employees 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 records compensation expense associated with stock options and other forms of equity compensation using the Black-Scholes option-pricing model and the following assumptions: | |||||||||
2013 | 2012 | ||||||||
Risk-free interest rate | 0.34% - 2.88% | 0.27% – 1.6% | |||||||
Expected volatility | 86% - 131% | 98% – 127% | |||||||
Expected life of options in years | 2 - 10 years | 5 | |||||||
Expected dividend yield | 0.00% | 0.00% | |||||||
Research and Development | ' | ||||||||
Research and Development: | |||||||||
Research and development costs are charged to expense as incurred. Research and development includes fees associated with operational consultants, contract clinical research organizations, contract manufacturing organizations, clinical site fees, contract laboratory research organizations, contract central testing laboratories, licensing activities, and allocated executive, human resources and facilities expenses. The Company accrues for costs incurred as the services are being provided by monitoring the status of the trial and the invoices received from its external service providers. As actual costs become known, the Company adjusts its accruals in the period when actual costs become known. Costs related to the acquisition of technology rights and patents for which development work is still in process are charged to operations as incurred and considered a component of research and development expense. | |||||||||
Income Taxes | ' | ||||||||
Income Taxes: | |||||||||
Under ASC 740, “Income Taxes” (“ASC 740”), deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. | |||||||||
Loss per common share | ' | ||||||||
Loss Per Common Share: | |||||||||
Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss 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. Since the Company has only incurred losses, basic and diluted loss per share are the same. Additionally, there were 145,543 shares of common stock being held in escrow at December 31, 2013 and 2012, pending the achievement of certain regulatory and sales-based milestones as part of the license agreement with ND Partners LLC. The following potentially dilutive shares have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive. | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Convertible notes | - | 3,782,857 | |||||||
Series B non-voting preferred stock | 454,546 | - | |||||||
Series C non-voting preferred stock (see Note 7) | 2,900,000 | - | |||||||
Series D non-voting preferred stock (see Note 7) | 1,148,000 | - | |||||||
Series E non-voting preferred stock (see Note 7) | 1,104,280 | - | |||||||
Shares underlying outstanding warrants | 10,422,525 | 8,448,534 | |||||||
Shares underlying outstanding stock options | 3,453,630 | 2,135,630 | |||||||
Total | 19,482,981 | 14,367,021 | |||||||
Fair Value Option | ' | ||||||||
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 year ended December 31, 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. | |||||||||
Accounting Standards Update | ' | ||||||||
Accounting Standards Updates: | |||||||||
There were no recent accounting pronouncements that are expected to have a material effect on the Company’s consolidated financial position or consolidated results of operations. |
2_Summary_of_Significant_Accou2
2. Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Accounting Policies [Abstract] | ' | ||||
Property and Equipment | ' | ||||
Description | Estimated Useful Life | ||||
Office equipment and furniture | 5 years | ||||
Leasehold improvements | 5 years | ||||
Computer equipment | 5 years | ||||
Computer software | 3 years | ||||
Accrued Expenses | ' | ||||
2013 | 2012 | ||||
Licensing fee | $ 500,000 | $ - | |||
Royalty fee | - | 45,000 | |||
Accrued payroll and payroll taxes | 197,969 | - | |||
Professional fees | 12,000 | 108,532 | |||
Accrued interest | - | 10,763 | |||
Other | 3,210 | 97,688 | |||
Total | $ 713,179 | $ 261,983 | |||
Assumptions for valuation of options | ' | ||||
2013 | 2012 | ||||
Risk-free interest rate | 0.34% - 2.88% | 0.27% – 1.6% | |||
Expected volatility | 86% - 131% | 98% – 127% | |||
Expected life of options in years | 2 - 10 years | 5 | |||
Expected dividend yield | 0.00% | 0.00% | |||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ||||
December 31, | |||||
2013 | 2012 | ||||
Convertible notes | - | 3,782,857 | |||
Series B non-voting preferred stock | 454,546 | - | |||
Series C non-voting preferred stock (see Note 7) | 2,900,000 | - | |||
Series D non-voting preferred stock (see Note 7) | 1,148,000 | - | |||
Series E non-voting preferred stock (see Note 7) | 1,104,280 | - | |||
Shares underlying outstanding warrants | 10,422,525 | 8,448,534 | |||
Shares underlying outstanding stock options | 3,453,630 | 2,135,630 | |||
Total | 19,482,981 | 14,367,021 |
4_Income_Taxes_Tables
4. Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
US and Foreign income | ' | ||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
United States | $ | (8,745,624 | ) | $ | (3,380,682 | ) | |||
Foreign | (387,474 | ) | - | ||||||
Total | $ | (9,133,098 | ) | $ | (3,380,682 | ) | |||
Deferred Tax Assets | ' | ||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Net operating loss carryforwards – Federal | $ | 10,957,000 | $ | 9,561,000 | |||||
Net operating loss carryforwards – state | 1,331,000 | 1,099,000 | |||||||
Net operating loss carryforwards – foreign | 116,000 | — | |||||||
Capitalized licensing fees | 2,361,000 | 2,541,000 | |||||||
Convertible debt and warrants | 1,106,000 | 142,000 | |||||||
Stock-based compensation | 690,000 | 110,000 | |||||||
Other | 3,000 | 80,000 | |||||||
Totals | 16,564,000 | 13,533,000 | |||||||
Less valuation allowance | (16,564,000 | ) | (13,533,000 | ) | |||||
Deferred tax assets | $ | — | $ | — | |||||
Effective Income Tax Rate Reconciliation | ' | ||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Statutory Federal tax rate | (34.0 | )% | (34.0 | )% | |||||
State income tax rate (net of Federal) | (4.6 | )% | (6.0 | )% | |||||
Effect of foreign operations | 0.2 | % | 0 | % | |||||
Other permanent differences | (0.6 | )% | 0 | % | |||||
Effect of valuation allowance | 39 | % | 40 | % | |||||
Effective tax rate | 0 | % | 0 | % |
5_Commitments_and_Contingencie1
5. Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | ||||
Years Ending December 31, | Amount | ||||
2014 | $ | 83,576 | |||
2015 | 20,894 | ||||
Total | $ | 104,470 |
6_Convertible_Notes_Tables
6. Convertible Notes (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Convertible Notes Payable [Abstract] | ' | ||||
Schedule of period change for convertible notes | ' | ||||
Balance at January 1, 2013 | $ - | ||||
Issuance of convertible notes | 1,643,500 | ||||
Conversions and redemptions of convertible notes | -1,598,858 | ||||
Realized gain resulting from change in fair value on converted/redeemed note | -44,642 | ||||
Balance at December 31, 2013 | $ - | ||||
Schedule of period change for warrant liability | ' | ||||
Balance at January 1, 2013 | $ | - | |||
Issuance of warrants | 1,502,658 | ||||
Unrealized loss resulting from change in fair value | 141,573 | ||||
Balance at December 31, 2013 | $ | 1,644,231 | |||
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 | 0.00% | 0.00% | |||
Risk-free interest rate | 0.70% | 0.63% |
7_Stockholders_Equity_Tables
7. Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
STOCKHOLDERS' DEFICIT | ' | ||||||||||||||||
Summary of Option Activity under Plan and Related Information | ' | ||||||||||||||||
Year Ended | Year Ended | ||||||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||||||
Shares | Weighted | Shares | Weighted | ||||||||||||||
Average | Average | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Price | Price | ||||||||||||||||
Outstanding at beginning of year | 2,135,630 | $ | 1.26 | 1,236,342 | $ | 2.47 | |||||||||||
Granted | 1,814,000 | $ | 0.9 | 1,380,000 | $ | 0.56 | |||||||||||
Exercised | (10,000 | ) | $ | 0.24 | - | $ | - | ||||||||||
Cancelled | (118,667 | ) | $ | 1.61 | (217,662 | ) | $ | 3.13 | |||||||||
Forfeited | (367,333 | ) | $ | 1.28 | (263,050 | ) | $ | 1.72 | |||||||||
Outstanding at end of year | 3,453,630 | $ | 1.06 | 2,135,630 | $ | 1.26 | |||||||||||
Outstanding at end of year expected to vest | 587,278 | $ | 0.9 | 961,034 | $ | 1.26 | |||||||||||
Options exercisable | 2,490,880 | $ | 1.12 | 758,297 | $ | 2.16 | |||||||||||
Weighted-average fair value of options granted during the year | $ | 0.76 | $ | 0.46 | |||||||||||||
Summary of warrants outstanding | ' | ||||||||||||||||
Number of Warrants | Exercise Price | Expiration Date | |||||||||||||||
Issued to co-placement agents in connection with previous | 18,250 | $ | 7.84 | ||||||||||||||
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 in the | 4,812 | 3.90 | |||||||||||||||
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 placement | 2,125,000 | 0.4 | |||||||||||||||
of convertible notes | 9/20/17 | ||||||||||||||||
Issued to placement agent in connection with September 20, | 15,420 | 0.4 | |||||||||||||||
2012 private placement of convertible notes | 9/20/17 | ||||||||||||||||
Issued in connection with November 13, 2012 private placement | 375,000 | 0.4 | |||||||||||||||
of convertible notes | 11/13/17 | ||||||||||||||||
Issued to placement agent in connection with November 13, | 85,167 | 0.4 | |||||||||||||||
2012 private placement of convertible notes | 11/13/17 | ||||||||||||||||
Issued in connection with February 2013 private placement | 400,000 | 1.5 | |||||||||||||||
of Series A convertible preferred stock | 2/19/18 | ||||||||||||||||
Issued in connection with license agreement amendment | 125,000 | 1.5 | 4/11/18 | ||||||||||||||
Issued in connection with July 2013 private placement | 227,273 | 1.5 | |||||||||||||||
of Series B convertible preferred stock | 7/30/18 | ||||||||||||||||
Issued in connection with May 2013 private placement | 1,000,000 | 1 | |||||||||||||||
of convertible notes, which funded in July 2013 | 5/30/19 | ||||||||||||||||
Issued in connection with October 2013 private placement | 1,500,000 | 1.25 | |||||||||||||||
of Series C-1 and C-2 convertible preferred stock | 10/22/19 | ||||||||||||||||
Total warrants outstanding at December 31, 2013 | 10,422,525 |
8_Fair_Value_Measurements_Tabl
8. Fair Value Measurements (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Fair Value Measurements | ' | ||||||||
Financial Liabilities Measured at Fair Value on a Recurring Basis | ' | ||||||||
Fair Value Hierarchy | |||||||||
Fair Value | |||||||||
Financial Liabilities Measured at Fair Value on a Recurring Basis: | |||||||||
Series C non-voting preferred stock | 3 | $ | 2,027,330 | ||||||
Series D non-voting preferred stock | 3 | 901,625 | |||||||
Series E non-voting preferred stock | 3 | 735,619 | |||||||
Warrants issued in connection with convertible debt | 3 | 660,869 | |||||||
Warrants issued in connection with | 3 | 983,361 | |||||||
Series C non-voting preferred stock | |||||||||
Total | $ | 5,308,804 |
1_Organization_Business_and_Ba1
1. Organization, Business and Basis of Presentation (Details Narrative) (USD $) | 12 Months Ended | 89 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Organization Business And Basis Of Presentation Details Narrative | ' | ' | ' |
Net loss | ($9,133,098) | ($3,380,682) | ($55,366,332) |
2_Summary_of_Significant_Accou3
2. Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Office equipment and furniture | ' |
Estimated Useful Life | '5 years |
Leasehold improvements | ' |
Estimated Useful Life | '5 years |
Computer equipment | ' |
Estimated Useful Life | '5 years |
Computer software | ' |
Estimated Useful Life | '3 years |
2_Summary_of_Significant_Accou4
2. Summary of Significant Accounting Policies (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | ' | ' |
Licensing fee | $500,000 | $0 |
Royalty fee | 0 | 45,000 |
Accrued payroll and payroll taxes | 197,969 | 0 |
Professional fees | 12,000 | 108,532 |
Accrued interest | 0 | 10,763 |
Other | 3,210 | 97,688 |
Total | $713,179 | $261,983 |
2_Summary_of_Significant_Accou5
2. Summary of Significant Accounting Policies (Details 2) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Summary Of Significant Accounting Policies Details 2 | ' | ' |
Risk-free interest rate, minimum | 0.34% | 0.27% |
Risk-free interest rate, maximum | 2.88% | 1.60% |
Volatility, minimum | 86.00% | 98.00% |
Volatility, maximum | 131.00% | 127.00% |
Expected Term | '2 years | '5 years |
Expected Term | '10 years | ' |
Dividend yield | 0.00% | 0.00% |
2_Summary_of_Significant_Accou6
2. Summary of Significant Accounting Policies (Details 3) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Shares | 19,482,981 | 14,367,021 |
Convertible notes | ' | ' |
Antidilutive Shares | 0 | 3,782,857 |
Series B non-voting preferred stock | ' | ' |
Antidilutive Shares | 454,546 | 0 |
Series C non-voting preferred stock | ' | ' |
Antidilutive Shares | 2,900,000 | 0 |
Series D non-voting preferred stock | ' | ' |
Antidilutive Shares | 1,148,000 | 0 |
Series E non-voting preferred stock | ' | ' |
Antidilutive Shares | 1,104,280 | 0 |
Shares underlying outstanding warrants | ' | ' |
Antidilutive Shares | 10,422,525 | 8,448,534 |
Shares underlying outstanding stock options | ' | ' |
Antidilutive Shares | 3,453,630 | 2,135,630 |
4_Income_Taxes_Details
4. Income Taxes (Details) (USD $) | 12 Months Ended | 89 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Income Loss Before Income Taxes | ($9,133,098) | ($3,380,682) | ($56,141,107) |
United States | ' | ' | ' |
Income Loss Before Income Taxes | -8,745,624 | -3,380,682 | ' |
Foreign | ' | ' | ' |
Income Loss Before Income Taxes | ($387,474) | $0 | ' |
4_Income_Taxes_Details_1
4. Income Taxes (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes Details 1 | ' | ' |
Net operating loss carryforwardsB bB Federal | $10,957,000 | $9,561,000 |
Net operating loss carryforwardsB bB state | 1,331,000 | 1,099,000 |
Net operating loss carryforwards - foreign | 116,000 | 0 |
Capitalized licensing fees | 2,361,000 | 2,541,000 |
Convertible debt and warrants | 1,106,000 | 142,000 |
Stock-based compensation | 690,000 | 110,000 |
Other | 3,000 | 80,000 |
Totals | 16,564,000 | 13,533,000 |
Less valuation allowance | -16,564,000 | -13,533,000 |
Deferred tax assets | $0 | $0 |
4_Income_Taxes_Details_2
4. Income Taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes Details 2 | ' | ' |
Statutory Federal tax rate | -34.00% | -34.00% |
State income tax rate (net of Federal) | -4.60% | -6.00% |
Effect of foreign operations | 0.20% | 0.00% |
Other permanent differences | 0.60% | 0.00% |
Effect of valuation allowance | 39.00% | 40.00% |
Effective tax rate | 0.00% | 0.00% |
5_Commitments_and_Contingencie2
5. Commitments and Contingencies (Details) (Bridgewater, New Jersey office space, USD $) | Dec. 31, 2013 |
Bridgewater, New Jersey office space | ' |
2014 | $83,576 |
2015 | 20,894 |
Total | $104,470 |
5_Commitments_and_Contingencie3
5. Commitments and Contingencies (Details Narrative) (EUR €) | Dec. 31, 2013 |
Fulda office space used by subsidiary | ' |
Operating lease obligation | € 14,100 |
Copier used by subsidiary | ' |
Operating lease obligation | € 2,700 |
6_Convertible_Notes_Details
6. Convertible Notes (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Convertible Notes Details | ' |
Balance at January 1, 2013 | $0 |
Issuance of convertible notes | 1,643,500 |
Conversions and redemptions of convertible notes | -1,598,858 |
Realized gain resulting from change in fair value on converted/redeemed note | -44,642 |
Balance at December 31, 2013 | $0 |
6_Convertible_Notes_Details_1
6. Convertible Notes (Details 1) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Convertible Notes Details 1 | ' |
Balance at January 1, 2013 | $0 |
Issuance of warrants | 1,502,658 |
Unrealized loss resulting from change in fair value | 141,573 |
Balance at December 31, 2013 | $1,644,231 |
6_Convertible_Notes_Details_2
6. Convertible Notes (Details 2) | 12 Months Ended |
Dec. 31, 2013 | |
Warrants were issued September 20, 2012 | ' |
Contractual Term | '5 years |
Volatility | 117.57% |
Dividend yield | 0.00% |
Risk-free interest rate | 0.70% |
Warrants were issued November 13, 2012 | ' |
Contractual Term | '5 years |
Volatility | 119.15% |
Dividend yield | 0.00% |
Risk-free interest rate | 0.63% |
7_Stockholders_Equity_Details_
7. Stockholders' Equity (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Number of Options | ' | ' |
Number of Options Outstanding | 2,135,630 | 1,236,342 |
Number of Options Granted | 1,814,000 | 1,380,000 |
Number of Options Exercised | 10,000 | 0 |
Canceled | -118,667 | -217,662 |
Number of Options Forfeited | -367,333 | -263,050 |
Number of Options Outstanding | 3,453,630 | 2,135,630 |
Outstanding at end of year expected to vest | 587,278 | 961,034 |
Exercisable | 2,490,880 | 758,297 |
Weighted Average Exercise Price | ' | ' |
Weighted Average Exercise Price Outstanding, Beginning | $1.26 | $2.47 |
Weighted Average Exercise Price Granted | $0.90 | $0.56 |
Weighted Average Exercise Price Exercised | $0.24 | ' |
Weighted Average Exercise Price Canceled | $1.61 | $3.13 |
Weighted Average Exercise Price Forfeited | $1.28 | $1.72 |
Weighted Average Exercise Price Outstanding, Ending | $1.06 | $1.26 |
Weighted Average Exercise Price expected to vest | $0.90 | $1.26 |
Weighted Average Exercise Price Exercisable | $1.12 | $2.16 |
Aggregate Intrinsic Value | ' | ' |
Weighted-average fair value of options granted during the period | $0.76 | $0.46 |
7_Stockholders_Equity_Details_1
7. Stockholders' Equity (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Class of warrant or right, outstanding | 10,422,525 | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $1.06 | $1.26 | $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 | 375,000 | ' | ' |
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 | ' | ' |
Class of warrant or right, Expiration date | 30-May-19 | ' | ' |
October 2013 private placement of Series C-1 and C-2 convertible preferred stock | ' | ' | ' |
Class of warrant or right, outstanding | 1,500,000 | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $1.25 | ' | ' |
Class of warrant or right, Expiration date | 22-Oct-19 | ' | ' |
8_Fair_Value_Measurements_Deta
8. Fair Value Measurements (Details) (USD $) | Dec. 31, 2013 |
Series C non-voting preferred stock | $2,027,330 |
Series D non-voting preferred stock | 901,627 |
Series E non-voting preferred stock | 735,619 |
Warrants issued in connection with convertible debt | 660,869 |
Warrants issued in connection with Series C non-voting preferred stock | 983,362 |
Financial Liabilities Measured at Fair Value on a Recurring Basis | 5,308,807 |
Level 3 | ' |
Series C non-voting preferred stock | 2,027,330 |
Series D non-voting preferred stock | 901,627 |
Series E non-voting preferred stock | 735,619 |
Warrants issued in connection with convertible debt | 660,869 |
Warrants issued in connection with Series C non-voting preferred stock | $983,362 |
10_Retirement_Plan_Details_Nar
10. Retirement Plan (Details Narrative) | 12 Months Ended |
Dec. 31, 2013 | |
Retirement Plan Details Narrative | ' |
Retirement plan | ' |
During the year ended December 31, 2013, the 401(k) Plan was terminated. For the year ended December 31, 2012 and from July 28, 2006 (inception) through December 31, 2012, the Company recorded $11,370 and $44,390, respectively, of required contributions in accordance with the Safe Harbor provision of the 401(k) Plan. |