Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 12, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'CorMedix Inc. | ' |
Entity Central Index Key | '0001410098 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 22,002,366 |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash | $7,651,844 | $2,373,893 |
Restricted cash | 0 | 220,586 |
Trade receivables | 55,012 | 2,339 |
Inventories | 278,049 | 80,021 |
Prepaid research and development expenses | 0 | 6,205 |
Other prepaid expenses and current assets | 203,087 | 232,987 |
Total current assets | 8,187,992 | 2,916,031 |
Property and equipment, net | 54,180 | 36,061 |
Deferred financing costs | 0 | 2,366 |
Security deposit | 13,342 | 13,342 |
TOTAL ASSETS | 8,255,514 | 2,967,800 |
Current liabilities | ' | ' |
Accounts payable | 848,645 | 939,785 |
Accrued expenses | 256,151 | 713,179 |
Dividend payable | 75,720 | 21,117 |
Total current liabilities | 1,180,516 | 1,674,081 |
Derivative liabilities | 8,670,717 | 5,308,804 |
Deferred rent | 5,061 | 7,258 |
TOTAL LIABILITIES | 9,856,294 | 6,990,143 |
COMMITMENTS AND CONTINGENCIES | 0 | 0 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock - $0.001 par value: 2,000,000 shares authorized; 917,160 and 857,160 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively | 917 | 857 |
Common stock - $0.001 par value: 80,000,000 shares authorized; 21,996,116 and 16,606,695 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively | 21,996 | 16,606 |
Deferred stock issuances | -146 | -146 |
Accumulated other comprehensive loss | -1,340 | -9,323 |
Additional paid-in capital | 67,332,433 | 51,720,302 |
Deficit accumulated during the development stage | -68,954,640 | -55,750,639 |
TOTAL STOCKHOLDERS' DEFICIENCY | -1,600,780 | -4,022,343 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $8,255,514 | $2,967,800 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
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 | 917,160 | 857,160 |
Preferred stock, shares outstanding | 917,160 | 857,160 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 21,996,116 | 16,606,695 |
Common stock, shares outstanding | 21,996,116 | 16,606,695 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations And Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
REVENUE | ' | ' | ' | ' |
Net sales | $39,729 | $0 | $51,932 | $0 |
Cost of sales | -54,479 | 0 | -135,505 | 0 |
Gross loss | -14,750 | 0 | -83,573 | 0 |
OPERATING EXPENSES | ' | ' | ' | ' |
Research and development | -171,929 | -380,174 | -524,947 | -635,209 |
Selling, general and administrative | -1,703,041 | -908,736 | -4,215,750 | -1,460,478 |
Total Operating Expenses | -1,874,970 | -1,288,910 | -4,740,697 | -2,095,687 |
LOSS FROM OPERATIONS | -1,889,720 | -1,288,910 | -4,824,270 | -2,095,687 |
OTHER INCOME (EXPENSE) | ' | ' | ' | ' |
Other income (expense) | -20,520 | -904 | -28,158 | -904 |
Interest income | 987 | 105 | 1,508 | 233 |
Loss on issuance of warrants and preferred stock | 0 | 0 | -89,590 | 0 |
Change in fair value of derivative liabilities | 5,419,056 | 0 | -8,262,513 | 0 |
Interest expense, including amortization and write-off of deferred financing costs and debt discounts | -513 | -661,162 | -978 | -1,101,565 |
Net income (loss) | 3,509,290 | -1,950,871 | -13,204,001 | -3,197,923 |
Other Comprehensive Income (Loss): | ' | ' | ' | ' |
Foreign currency translation gain | 9,344 | 0 | 7,983 | 0 |
Comprehensive Income (Loss) | 3,518,634 | -1,950,871 | -13,196,018 | -3,197,923 |
Net income (loss) | 3,509,290 | -1,950,871 | -13,204,001 | -3,197,923 |
Dividends, including beneficial conversion feature | -27,453 | 0 | -54,602 | -309,944 |
Net Income (Loss) Attributable To Common Shareholders | $3,481,537 | ($1,950,871) | ($13,258,603) | ($3,507,867) |
Net Income (Loss) Per Common Share - Basic | $0.12 | ($0.15) | ($0.64) | ($0.28) |
Weighted Average Common Shares Outstanding - Basic | 21,993,384 | 13,048,815 | 20,636,671 | 12,329,993 |
Net Loss Per Common Share - Diluted | ($0.05) | ($0.15) | ($0.64) | ($0.28) |
Weighted Average Common Shares Outstanding - Diluted | 25,439,799 | 13,048,815 | 20,636,671 | 12,329,993 |
Condensed_Consolidated_Shareho
Condensed Consolidated Shareholders Equity (Unaudited) (USD $) | Common Stock | Preferred Stock | Deferred Stock Issuances | Accumulated Other Comprehensive Loss | Additional Paid-In Capital | Accumulated Deficit During Development Stage | Total |
Beginning balance at Dec. 31, 2013 | $16,606 | $857 | ($146) | ($9,323) | $51,720,302 | ($55,750,639) | ($4,022,343) |
Beginning balance (in shares) at Dec. 31, 2013 | 16,606,695 | 857,160 | ' | ' | ' | ' | ' |
Series C-3 non-voting preferred stock issued in January 2014 financing at $10 per share, net, at fair value, Shares | ' | 200,000 | ' | ' | ' | ' | ' |
Series C-3 non-voting preferred stock issued in January 2014 financing at $10 per share, net, at fair value, Amount | ' | 200 | ' | ' | ' | ' | 200 |
Conversion of Series C-1 non-voting preferred stock to common stock, at fair value, Shares | 1,400,000 | -140,000 | ' | ' | ' | ' | ' |
Conversion of Series C-1 non-voting preferred stock to common stock, at fair value, Amount | 1,400 | -140 | ' | ' | 2,446,124 | ' | 2,447,384 |
Stock issued in connection with March 2014 public offering at $2.50 per unit, net, Shares | 2,960,000 | ' | ' | ' | ' | ' | ' |
Stock issued in connection with March 2014 public offering at $2.50 per unit, net, Amount | 2,960 | ' | ' | ' | 4,991,838 | ' | 4,994,798 |
Reclassification of preferred stock conversion option from liability to equity, Amount | ' | ' | ' | ' | 6,235,398 | ' | 6,235,398 |
Dividends related to Series D and Series E preferred stock, Amount | ' | ' | ' | ' | -54,602 | ' | -54,602 |
Stock issued in connection with warrants exercised, Shares | 751,689 | ' | ' | ' | ' | ' | ' |
Stock issued in connection with warrants exercised, Amount | 752 | ' | ' | ' | -752 | ' | ' |
Stock issued in connection with stock options exercised, Shares | 275,000 | ' | ' | ' | ' | ' | ' |
Stock issued in connection with stock options exercised, Amount | 275 | ' | ' | ' | 213,375 | ' | 213,650 |
Conversion of wages to common stock, Shares | 2,732 | ' | ' | ' | ' | ' | ' |
Conversion of wages to common stock, Amount | 3 | ' | ' | ' | 4,997 | ' | 5,000 |
Stock-based compensation | ' | ' | ' | ' | 1,775,753 | ' | 1,775,753 |
Other comprehensive loss | ' | ' | ' | 7,983 | ' | ' | 7,983 |
Net loss | ' | ' | ' | ' | ' | -13,204,001 | -13,204,001 |
Ending balance at Jun. 30, 2014 | $21,996 | $917 | ($146) | ($1,340) | $67,332,433 | ($68,954,640) | ($1,600,780) |
Ending balance (in shares) at Jun. 30, 2014 | 21,996,116 | 917,160 | ' | ' | ' | ' | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($13,204,001) | ($3,197,923) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Stock-based compensation | 1,775,753 | 431,849 |
Warrants issued in connection with license agreements | 0 | 76,574 |
Amortization of deferred financing costs | 0 | 166,122 |
Amortization of debt discount | 0 | 883,641 |
Loss on foreign currency transactions | 28,158 | 0 |
Loss on issuance of warrants and preferred stock | 89,590 | 0 |
Revaluation of derivative liability | 8,262,513 | 0 |
Depreciation | 1,112 | 1,086 |
Changes in operating assets and liabilities: | ' | ' |
Restricted cash | 220,586 | 0 |
Trade receivables | -52,941 | 0 |
Inventory | -198,028 | 0 |
Prepaid expenses and other current assets | 35,979 | 26,198 |
Accounts payable | -62,660 | 387,430 |
Accrued expenses and accrued interest | 170,715 | 50,420 |
Deferred rent | -2,197 | -2,463 |
Net cash used in operating activities | -2,935,421 | -1,177,066 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of equipment | -19,613 | 0 |
Net cash used in investing activities | -19,613 | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from Series C-3 preferred stock, net | 743,884 | 0 |
Proceeds from Series C-3 preferred stock, related party | 575,000 | 0 |
Proceeds from exercise of warrants | 0 | 60,000 |
Proceeds from exercise of stock options | 213,650 | 0 |
Payments for deferred financing costs | -2,366 | -60,000 |
Proceeds from sale of equity securities | 6,723,248 | 533,000 |
Repurchase of outstanding warrants | 0 | -33,000 |
Net cash provided by financing activities | 8,253,416 | 500,000 |
Foreign exchange effect on cash | -20,431 | ' |
NET INCREASE (DECREASE) IN CASH | 5,277,951 | -677,066 |
CASH - BEGINNING OF PERIOD | 2,373,893 | 835,471 |
CASH - END OF PERIOD | 7,651,844 | 158,405 |
Cash paid for interest | 970 | 56,728 |
Supplemental Disclosure of Non-Cash Financing Activities: | ' | ' |
Conversion of notes payable and accrued interest to common stock, fair value | 0 | 457,000 |
Conversion of preferred stock to common stock | 2,447,384 | 0 |
Conversion of accounts payable and accrued expenses to preferred stock | 645,458 | 0 |
Reclassification of derivative liability to equity | 6,235,398 | 0 |
Conversion of wages to common stock | 5,000 | 0 |
Dividend - beneficial conversion feature | 54,602 | 309,944 |
Accrued deferred financing cost | 0 | 52,292 |
Accrued private placement expenses | $0 | $25,867 |
1_Organization_Business_and_Ba
1. Organization, Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2014 | |
Organization Business And Basis Of Presentation | ' |
Organization, Business and Basis of Presentation | ' |
Organization, Business and Nature of Operations: | |
CorMedix Inc. (“CorMedix” or the “Company”) was incorporated in the State of Delaware on July 28, 2006. The Company in-licenses, develops and commercializes therapeutic products for the prevention and treatment of cardiac, renal and infectious diseases. The Company formed a wholly-owned subsidiary, CorMedix Europe GmbH, in 2013. CorMedix’s product Neutrolin received its CE Mark in Europe in July 2013 and product shipments to dialysis centers began in December 2013. The Company expects to incur additional expenses as it continues to commercialize Neutrolin in Europe and other foreign markets and seeks U.S. Food and Drug Administration (“FDA”) approval of Neutrolin in the U.S. | |
Basis of Presentation and Liquidity: | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the unaudited condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results. Interim operating results are not necessarily indicative of results that may be expected for the full year ending December 31, 2014 or for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto of the Company which are included in the Company’s Annual Report on Form 10-K filed on March 31, 2014. The accompanying condensed balance sheet as of December 31, 2013 has been derived from the audited financial statements included in such Form 10-K. | |
To date, the Company has not generated significant revenues. For the six months ended June 30, 2014, the Company incurred an operating loss of $4.8 million and a net loss of $13.2 million. The Company had a stockholders’ deficiency as of June 30, 2014 of $1.6 million. Management believes that the Company’s existing cash will be sufficient to meet the Company’s operating needs to fund its research and development, as well as its general operations into the third quarter of 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 additional expenses as it continues to commercialize Neutrolin in Europe and other foreign markets, protects its intellectual property and seeks FDA approval of Neutrolin® in the U.S. | |
Use of Estimates: | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Basis of Consolidation: | |
The consolidated financial statements include the accounts of the Company and CorMedix Europe GmbH, its wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. |
2_Summary_of_Significant_Accou
2. Summary of Significant Accounting Policies | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
Recently Adopted Accounting Standards: | |||||||||||||||||
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation (“ASU 2014-10”). ASU 2014-10 eliminates the concept of a development stage entity in its entirety from current accounting guidance. The new guidance eliminates the requirements for development stage entities to (i) present inception-to-date information in the statement of operations, stockholders’ equity and cash flows, (ii) label the financial statements as those of a development stage entity, (iii) disclose a description of the development stage activities in which the entity is engaged, and (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. ASU 2014-10 is effective prospectively for public entities for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods however early adoption is permitted. The Company elected to adopt ASU 2014-10 as permitted, for the financial statements ended June 30, 2014 and, accordingly, has not included the inception-to-date disclosures and other previously required disclosures for development stage entities. | |||||||||||||||||
Recent Authoritative Pronouncements: | |||||||||||||||||
In May 2014, the FASB issued new guidance related to how an entity should recognize revenue. The guidance specifies that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In addition, the guidance expands the required disclosures related to revenue and cash flows from contracts with customers. The guidance is effective for the Company beginning in the first quarter of 2017. Early adoption is not permitted and retrospective application is permitted, but not required. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial condition, results of operations and cash flows. | |||||||||||||||||
In June 2014, the FASB issued an accounting standard that clarifies the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The standard requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments are effective for interim and annual reporting periods beginning after December 15, 2015. Earlier adoption is permitted. The standard may be applied prospectively to all awards granted or modified after the effective date; or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial condition, results of operations and cash flows. | |||||||||||||||||
Cash and Cash Equivalents: | |||||||||||||||||
Cash and cash equivalents include cash accounts and all investments purchased with initial maturities of three months or less. We attempt to mitigate our exposure to liquidity, credit and other relevant risks by placing our cash and cash equivalents with financial institutions we believe are structurally sound. 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 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 period. Translation gains and losses resulting from this process are included in other comprehensive loss. Transaction gains and losses that arise from the exchange rate fluctuations on transactions are included in the other income (expense). | |||||||||||||||||
Geographic Information: | |||||||||||||||||
The Company reported revenues for the three and six month periods ended June 30, 2014 of $39,729 and $51,932, respectively, all of which was attributable to its European operations, which are based in Germany. Of the Company’s total assets of $8.3 million at June 30, 2014, $7.9 million was located in the United States, with the remainder located in Germany. | |||||||||||||||||
Restricted Cash: | |||||||||||||||||
Pursuant to a supply agreement, the Company has 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 was recorded on the consolidated balance sheets at December 31, 2013 as restricted cash. As of June 30, 2014, the transaction which covered the letter of credit was completed, which resulted in the release of the restriction in the 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. As of June 30, 2014, inventories consisted of raw materials. | |||||||||||||||||
Revenue Recognition: | |||||||||||||||||
CorMedix recognizes revenue in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements (“SAB 101”), as amended by SAB No. 104, Revenue Recognition (“SAB 104”) and FASB Accounting Standards Codification (“ASC”) 605, Revenue Recognition (“ASC 605”). This guidance requires that revenue is recognized from product sales when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured. | |||||||||||||||||
CorMedix’s product Neutrolin received its CE Mark in Europe in July 2013 and product shipments to dialysis centers began in December 2013. Orders are processed through a distributor; however, Neutrolin is drop-shipped via a pharmacy directly to its customer, the dialysis center. The Company recognizes net sales upon shipment of product to the dialysis centers. | |||||||||||||||||
Income (Loss) per common share: | |||||||||||||||||
Basic income (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted earnings (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the exercise of stock options and warrants and the conversion of convertible preferred stock, as applicable. The Company calculates dilutive potential common shares using the treasury stock method, which assumes the Company will use the proceeds from the exercise of stock options and warrants to repurchase shares of common stock to hold in its treasury stock reserves. | |||||||||||||||||
Each outstanding series of convertible preferred stock is considered to be a participating security under ASC 260, Earnings Per Share (“ASC 260”), which means the security may participate in undistributed earnings with common stock. The holders of each series of convertible preferred stock are entitled to share in dividends, on an as-converted basis, if the holders of common stock were to receive dividends. In accordance with ASC 260, a company is required to use the two-class method when computing basic earnings per share when it has a security that qualifies as a “participating security.” The two-class method uses an earnings allocation formula that determines earnings per share for each class of common stock and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. In determining the amount of net earnings to allocate to common stock holders, earnings are allocated to both common and participating securities based on their respective weighted-average shares outstanding for the period. In accordance with ASC 260, securities are considered to not be participating in losses if there is no obligation to fund such losses. For the three months ended June 30, 2013 and the six month periods ended June 30, 2014 and 2013, none of the preferred stock was considered to be participating since there was a net loss from operations in each of those periods. | |||||||||||||||||
The following table is the calculation of the basic and diluted net income (loss) per share of common stock: | |||||||||||||||||
For the Three Months Ended | For the Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Income (Loss) Per Common Share - Basic: | |||||||||||||||||
Net income (loss) | $ | 3,509,290 | $ | (1,950,871 | ) | $ | (13,204,001 | ) | $ | (3,197,923 | ) | ||||||
Less: Dividends on participating securities | (27,452 | ) | - | (54,602 | ) | (309,944 | ) | ||||||||||
Less: Net income allocated to participating securities | (766,348 | ) | - | - | - | ||||||||||||
Net income (loss) available to common shareholders - basic | 2,715,490 | (1,950,871 | ) | (13,258,603 | ) | (3,507,867 | ) | ||||||||||
Weighted average common shares outstanding – basic | 21,993,384 | 13,048,815 | 20,036,671 | 12,329,993 | |||||||||||||
Net income (loss) per common share – basic | $ | 0.12 | $ | (0.15 | ) | $ | (0.64 | ) | $ | (0.28 | ) | ||||||
Income (Loss) Per Common Share - Diluted: | |||||||||||||||||
Net income (loss) available to common shareholders - basic | $ | 2,715,490 | (1,950,871 | ) | (13,258,603 | ) | (3,507,867 | ) | |||||||||
Plus: Dividends declared on participating securities | 27,452 | - | - | - | |||||||||||||
Plus: Net income allocated to participating securities | 766,348 | - | - | - | |||||||||||||
Less: Change in fair value of derivative securities | (4,657,481 | ) | - | - | - | ||||||||||||
Numerator for income per share - diluted | (1,148,191 | ) | (1,950,871 | ) | (13,258,603 | ) | (3,507,867 | ) | |||||||||
Weighted average common shares outstanding – basic | 21,993,384 | 13,048,815 | 20,036,671 | 12,329,993 | |||||||||||||
Weighted average effect of dilutive securities: | |||||||||||||||||
Exercise of warrants | 1,194,135 | - | - | - | |||||||||||||
Conversion of preferred stock to common stock | 2,252,280 | - | - | - | |||||||||||||
Weighted average common shares outstanding – diluted | 25,439,799 | 13,048,815 | 20,036,671 | 12,329,993 | |||||||||||||
Net income (loss) per common share – diluted | $ | (0.05 | ) | $ | (0.15 | ) | $ | (0.64 | ) | $ | (0.28 | ) | |||||
Warrants and options if exercised, and convertible preferred stock if converted, that would result in the issuance of 16,073,779 and 14,071,760 shares of common stock for the three months ended June 30, 2014 and June 30, 2013, respectively, were excluded from the computation of diluted earnings (loss) per share because they were anti-dilutive. Warrants and options if exercised, and convertible preferred stock if converted, that would result in the issuance of 21,826,059 and 14,071,760 shares of common stock for the six months ended June 30, 2014 and June 30, 2013 respectively, were excluded from the computation of diluted earnings (loss) per share because they were anti-dilutive. | |||||||||||||||||
Stock-Based Compensation: | |||||||||||||||||
Stock-based compensation cost, net of expected forfeitures, granted to employees, officers and directors is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period on a straight-line basis. | |||||||||||||||||
The Company accounts for stock options granted to non-employees on a fair value basis using the Black-Scholes option pricing method. The non-cash charge to operations for non-employee options with service vesting is based on the revalued amount of the options at the end of each reporting period which is 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, Equity-Based Payments to Non-Employees. For options having performance conditions that are outside of the control of the non-employee, the cost to be recognized is the lowest aggregate fair value prior to the achievement of the performance condition, even if the Company believes it is probable that the performance condition will be achieved. | |||||||||||||||||
During the six months ended June 30, 2014, options to purchase an aggregate of 1,199,000 shares of common stock were granted to the Company’s employees, officers, directors and consultants. | |||||||||||||||||
Embedded Derivative Liabilities and Warrant Liabilities: | |||||||||||||||||
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks; however, the Company has several series of preferred stock and warrants that contain embedded derivatives. The Company evaluates all its financial instruments to determine if those instruments or any potential embedded components of those instruments qualify as derivatives that need to be separately accounted for in accordance with FASB ASC 815, “Derivatives and Hedging”. Embedded derivatives satisfying certain criteria are recorded at fair value at issuance and marked-to-market at each balance sheet date with the change in the fair value recorded as income or expense. In addition, upon the occurrence of an event that requires the derivative liability to be reclassified to equity, the derivative liability is revalued to fair value at that date. | |||||||||||||||||
The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants that allow for cash settlement or provide for certain modifications of the warrant exercise price are accounted for as derivative liabilities. For those liability-classified warrants that have down-round provisions which allow the exercise price to be adjusted as a result of certain future financing transactions, the Company uses level 3 inputs for the valuation methodology for those warrants. The estimated fair values of the warrant liabilities with downround protection were determined using a Monte Carlo option pricing model which takes into account the probabilities of certain events occurring over the life of the warrants. The derivative liabilities are adjusted to their estimated fair values at each reporting period, with any decrease or increase in the estimated fair value being recorded in other income (expense). As discussed below, the warrants issued in March 2014, which do not have downround protection, are valued using a Black Scholes option pricing model. | |||||||||||||||||
3_Stockholders_Equity
3. Stockholders' Equity | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
STOCKHOLDERS' DEFICIT | ' | ||||||||||||
Stockholders' Equity | ' | ||||||||||||
Common Stock | |||||||||||||
In March 2014, the Company sold an aggregate of 2,960,000 units in a registered direct offering at a purchase price of $2.50 per unit. 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 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. 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. The Company received net proceeds of $6,723,248. Under certain circumstances, the warrants may be settled in cash and are therefore classified as liabilities. These warrants are revalued at the end of each balance sheet date using a Black Scholes option pricing model, and the resulting changes are recorded in other income (expense) in the statement of operations. For the six months ended June 30, 2014, the Company used the following assumptions in calculating the Black Scholes valuation of these warrants: | |||||||||||||
Expected Term (years) | 5 | ||||||||||||
Volatility | 75% | ||||||||||||
Dividend yield | 0.00% | ||||||||||||
Risk-free interest rate | 1.63% | ||||||||||||
During the six months ended June 30, 2014, stock options to purchase 275,000 shares of the Company’s common stock were exercised resulting in gross proceeds of $213,650 to the Company. | |||||||||||||
During the six months ended June 30, 2014, an aggregate of 140,000 shares of the Series C-1 non-voting preferred stock were converted into 1,400,000 shares of the Company’s common stock. | |||||||||||||
During the six months ended June 30, 2014, warrants to purchase 887,292 shares of the Company’s common stock were exercised on a cashless basis resulting in the issuance of 751,689 shares of the Company’s common stock. | |||||||||||||
During the quarter ended June 30, 2014, wages in the amount of $5,000 were converted into 2,732 shares of common stock by an officer at $1.83 per share. | |||||||||||||
Preferred Stock | |||||||||||||
In January 2014, the Company sold to various investors 200,000 shares of Series C-3 preferred stock, together with warrants to purchase up to an aggregate of 1,000,000 shares of common stock, for aggregate 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 was the settlement of an aggregate amount of $645,458 in accruals and payables owed to ND Partners, the Company’s CEO for his 2013 salary, and a consultant. The Company received net proceeds of $1,318,884. | |||||||||||||
Due to the existence of downround provisions, the conversion features of the Series C-3 stock and the associated warrants were liability classified upon issuance and were valued using a Monte Carlo simulation model. On the issuance date, the estimated value of the conversion features and warrants was $1,398,158 and $655,574, respectively. | |||||||||||||
In January 2014, outstanding Series C-1 preferred stock of 140,000 shares was converted into 1,400,000 shares of the Company’s common stock which resulted in the reclassification of the derivative liability to equity in the amount of $2,447,384. | |||||||||||||
In February 2014, the downround protection of Series C-2 and Series C-3 preferred stock was eliminated pursuant to its terms, resulting in the reclassification of the derivative liability to equity in the amount of $6,235,398. | |||||||||||||
The Company used a Monte Carlo simulation model to separately value the conversion options associated with the preferred stock instruments and the warrants issued in connection with the preferred stock. A summary of the weighted average assumptions used in the Monte Carlo models for the six months ended June 30, 2014 are as follows: | |||||||||||||
Expected Term (months) | 58 | ||||||||||||
Volatility | 75% | ||||||||||||
Dividend yield | 0.00% | ||||||||||||
Risk-free interest rate | 1.63% | ||||||||||||
Stock price – Due to the historical volatility of the stock price, a one month 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 (wherever applicable) 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 five years, 2) the volatility used for prior period valuations, and 3) the volatilities of comparable companies (provided by the Company’s 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 of 75% 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 U.S. 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. | |||||||||||||
Stock Options | |||||||||||||
During the six months ended June 30, 2014, the Company granted to its officers and directors, ten-year non-qualified stock options under the 2013 Plan, covering an aggregate of 1,075,000 shares of the Company’s common stock with exercise prices ranging from $2.02 to $2.27 per share. Of these options, 870,000 vested on the date of grant, 170,000 options vest one year after the grant date, 20,000 options vest two years from grant date, and the remaining 15,000 options are subject to certain performance milestones. One of the milestones was achieved during the quarter ended June 30, 2014 which resulted in the vesting of 5,000 options in April 2014 in addition to the 870,000 vested on the date of grant. | |||||||||||||
During the quarter ended June 30, 2014, the Company granted to its consultants ten-year qualified stock options under the 2013 Plan, covering an aggregate of 124,000 shares of the Company’s common stock with exercise prices ranging from $1.81 to $2.24 per share. Of these options, 11,000 vested on the grant date, 44,000 options vest quarterly for two years from grant date and the remaining 69,000 options are subject to performance milestones that were not achieved as of June 30, 2014. | |||||||||||||
During the six months ended June 30, 2014, total compensation expense for stock options issued to employees, directors, officers and consultants was $1,775,753. For the six months ended June 30, 2013 compensation expense was $431,849. | |||||||||||||
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: | |||||||||||||
Six Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
2014 | 2013 | ||||||||||||
Expected Term | 4.5 – 10 years | 5 years | |||||||||||
Volatility | 95% - 113% | 118% - 131% | |||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||
Risk-free interest rate | 1.51% - 2.80% | 0.81% - 2.52% | |||||||||||
The Company estimated the expected term of the stock options granted based on anticipated exercises in future periods. The expected term of the stock options granted to consultants is based upon the contractual terms established within agreements with the Company. Given the Company’s short period of publicly-traded stock history, management’s estimate of expected volatility is based on the average historical volatilities of a sampling of five companies with similar attributes to the Company, including: industry, stage of life cycle, size and financial leverage. The Company will continue to analyze the expected stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. The expected dividend yield of 0.0% reflects the Company’s current and expected future policy for dividends on the Company’s common stock. To determine the risk-free interest rate, the Company utilized the U.S. Treasury yield curve in effect at the time of grant with a term consistent with the expected term of the Company’s awards. The Company has experienced forfeitures of stock options issued to its former officers, board member and employees. Consistent with its historical forfeiture experience, the Company has applied a forfeiture rate of approximately 32% and 39% to calculate stock option expense for the six month periods ended June 30, 2014 and 2013, respectively. The Company will continue to evaluate the estimated forfeiture rate derived from previous forfeitures of officers, directors and employees and may adjust the forfeiture rate based upon actual forfeitures that may occur in the future. | |||||||||||||
A summary of the Company’s stock options activity and related information for the six months ended June 30, 2014 is as follows: | |||||||||||||
Shares | Weighted | ||||||||||||
Average | |||||||||||||
Exercise | |||||||||||||
Price | |||||||||||||
Outstanding at beginning of period | 3,453,630 | $ | 1.06 | ||||||||||
Exercised | (275,000 | ) | $ | 0.78 | |||||||||
Forfeited | (55,000 | ) | $ | 1.51 | |||||||||
Expired | (274,630 | ) | $ | 3.16 | |||||||||
Granted | 1,199,000 | $ | 2.07 | ||||||||||
Outstanding at end of period | 4,048,000 | $ | 1.23 | ||||||||||
Options exercisable | 3,003,500 | $ | 1.24 | ||||||||||
Expected to vest | 710,260 | $ | 1.21 | ||||||||||
Weighted-average fair value of options granted during the period | $ | 1.56 | |||||||||||
The weighted average remaining contractual life of stock options outstanding and expected to vest at June 30, 2014 is 7.62 years. The weighted average remaining contractual life of stock options exercisable at June 30, 2014 is 7.12 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 at June 30, 2014 for those options that have an exercise price below the quoted closing price. As of June 30, 2014, the aggregate intrinsic value of stock options outstanding was $2,795,290 and the aggregate intrinsic value of stock options exercised during the six months ended June 30, 2014 was $415,350. | |||||||||||||
As of June 30, 2014, the total compensation expense related to non-vested options not yet recognized totaled $527,633. The weighted-average remaining vesting period related to non-vested options not yet recognized at June 30, 2014 was approximately 0.56 years. | |||||||||||||
Warrants | |||||||||||||
The following table is the summary of warrant activity for the six months ended June 30, 2014: | |||||||||||||
Shares | Weighted | Weighted | |||||||||||
Average | Average | ||||||||||||
Exercise | Remaining Contractual | ||||||||||||
Price | Life | ||||||||||||
Outstanding at beginning of period | 10,422,525 | $ | 2 | 3.12 | |||||||||
Granted | 2,036,000 | $ | 2.22 | 5.36 | |||||||||
Exercised | (887,292 | ) | $ | 1.18 | - | ||||||||
Outstanding at end of period | 11,571,233 | $ | 2.16 | 3.05 | |||||||||
4_Fair_Value_Measurements
4. Fair Value Measurements | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Fair Value Measurements | ' | ||||||||||||
Fair Value Measurements | ' | ||||||||||||
The fair value of the Company’s cash, accounts receivable and accounts payable at June 30, 2014 approximate their carrying values due to the relative liquidity and/or short-term nature of these instruments. As defined by ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), fair value measurements and disclosures establish a fair value hierarchy that prioritizes fair value measurements based on the type of inputs used for the various valuation techniques (market approach, income approach and cost approach). The three levels of the fair value hierarchy under ASC 820 are described below: | |||||||||||||
● | Level 1 - observable inputs such as quoted prices in active markets for identical assets or liabilities; | ||||||||||||
● | Level 2 - inputs other than quoted market prices that are observable for the asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets, such as interest rates and yield curves that are observable at commonly-quoted intervals; and | ||||||||||||
● | Level 3 - unobservable inputs that reflect the Company’s own assumptions, as there is little, if any, related market activity. | ||||||||||||
The following table presents the fair value hierarchy, fair values at June 30, 2014 and the change in fair values for the six months ended June 30, 2014 of the Company’s derivative liabilities measured at fair value on a recurring basis as of June 30, 2014. There were no derivative liabilities measured at fair value on a recurring basis at June 30, 2013. | |||||||||||||
Fair Value | Change in Fair | ||||||||||||
Hierarchy | Value | ||||||||||||
Level | |||||||||||||
Fair Value | |||||||||||||
Series C non-voting preferred stock | 3 | $ | - | $ | 5,257,295 | ||||||||
conversion option issued in October 2013 | |||||||||||||
and January 2014 | |||||||||||||
Series D non-voting preferred stock | 3 | 1,711,589 | 809,963 | ||||||||||
conversion option issued in October 2013 | |||||||||||||
Series E non-voting preferred stock | 3 | 1,426,208 | 690,590 | ||||||||||
conversion option issued in October 2013 | |||||||||||||
Warrants issued in connection with | 3 | 1,288,818 | 627,949 | ||||||||||
convertible debt issued in May 2013 | |||||||||||||
Warrants issued in connection with | 3 | 3,277,227 | 1,638,291 | ||||||||||
Series C non-voting preferred stock issued | |||||||||||||
in October 2013 and January 2014 | |||||||||||||
Warrants issued in March 2014 in connection | 3 | 966,875 | (761,575 | ) | |||||||||
with the private placement of common | |||||||||||||
stock and warrants | |||||||||||||
Total | $ | 8,670,717 | $ | 8,262,513 | |||||||||
The Company's derivative liabilities are classified as Level 3. Changes in the unobservable input values would likely cause material changes in the fair value of the Company’s Level 3 derivative liabilities. Significant unobservable inputs are implied volatilities. Significant increases (decreases) in implied volatilities in isolation would result in a significantly higher (lower) fair value measurement. The Company reviews these valuations and the changes in the fair value measurements for reasonableness. | |||||||||||||
The table below sets forth a summary of changes in the fair value of the Company’s Level 3 derivative liabilities related to the non-voting preferred stock and warrants for the six months ended June 30, 2014. | |||||||||||||
Balance at beginning of year | $ | 5,308,804 | |||||||||||
Additions to derivative liabilities | 3,782,182 | ||||||||||||
Conversion of convertible preferred stock to common stock | (2,447,384 | ) | |||||||||||
Reclassification from derivative liabilities to equity | (6,235,398 | ) | |||||||||||
Change in fair value of derivative liabilities | 8,262,513 | ||||||||||||
Balance at end of period | $ | 8,670,717 |
5_Commitments_and_Contingencie
5. Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
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 Appeals 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. Due to time delays in the accessibly of the online file for the European Patent Office, we are awaiting word as to whether Geistlich filed further statements within the required timeline. The Company intends to continue to vigorously defend the patent in a restricted form. However, the Company can provide no assurances regarding the outcome of this matter. | |
Navinta LLC, a U.S.-based Active Pharmaceutical Ingredient (“API”) developer, provides API manufacturing (manufactured in India at an FDA-compliant facility) and a Drug Master File for CRMD003, pursuant to a supply agreement dated December 7, 2009 (the “Navinta Agreement”). The Navinta Agreement provides that Navinta will supply taurolidine (the API for Neutrolin) 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, purchases 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. | |
In January 2008, the Company entered into a License and Assignment Agreement (the “NDP License Agreement”) with ND Partners, LLC (“NDP”). Pursuant to the NDP License Agreement, NDP granted us 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”). 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 an equity interest in us consisting of 365,534 shares of the Company’s common stock as of December 31, 2010. 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 maximum aggregate number of shares issuable upon achievement of milestones and the number of shares held in escrow was 145,543 shares of common stock as of June 30, 2014, which are reflected as deferred stock issuances on the condensed consolidated balance sheets.The maximum aggregate amount of cash payments upon achievement of milestones is $3,000,000. | |
In April 2013, the Company entered into an amendment to the NDP License Agreement. Under the NDP License Agreement, the Company was obligated to make a milestone payment of $500,000 to NDP upon the first issuance of a CE Mark for a licensed product. Pursuant to the terms of the amendment, the Company and NDP agreed to delay such milestone payment to a time, to be chosen by the Company, within 12 months after the achievement of such issuance. In July 2013, a milestone payment of $500,000 was earned by NDP upon the first issuance of the CE Mark for Neutrolin and was settled upon issuance of 50,000 Series C-3 preferred stock in January 2014 (See Note 3 – Stockholders’ Equity). | |
In January 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. 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 six months ended June 30, 2014 and 2013, the Company expensed approximately $20,000 and $22,500, respectively. | |
On July 21, 2014, the Company appointed Harry O’Grady as its Chief Financial Officer and Dr. Antony Pfaffle as its Chief Scientific Officer and entered into an employment agreement with each officer. Pursuant to their respective employment agreements, the Company will pay a base salary of $230,000 to Mr. O’Grady and $200,000 to Dr. Pfaffle. Mr. O’Grady will be eligible to participate in the Company’s Short Term Incentive Plan (“STIP”) beginning January 1, 2015, with a target award opportunity equal to 40% of his base salary. Dr. Pfaffle is eligible to participate in the STIP beginning on his employment date. His 2015 target award opportunity is equal to 30% of his base salary. Pursuant to his employment agreement, the Company also granted Mr. O’Grady an option to purchase 100,000 shares of the Company’s common stock. If either officer’s employment is terminated as a result of his death or disability, the Company will pay him or his estate, as applicable (i) his base salary for 180 days after the termination of his employment, and (ii) additional benefits, if any, as may be provided under applicable employee benefit plans, programs and arrangements of the Company. If the Company terminates either officer’s employment without “cause” (as defined in the employment agreement) or the officer terminates his employment for “good reason” (as defined in the employment agreement), then the Company will (i) pay the officer his then-current salary for 12 months, and (ii) provide the officer such other benefits, if any, as may be provided under applicable employee benefit plans, programs and arrangements of the Company. | |
6_Related_Party_Transactions
6. Related Party Transactions | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Related Party Transactions [Abstract] | ' | |||||||||||||
Related Party Transactions | ' | |||||||||||||
In January 2014, the following related parties participated in the private placement of Series C-3 preferred stock and warrants to purchase the Company’s common stock at an exercise price of $1.25 per share. Each share of Series C-3 preferred stock is convertible into 10 shares of common stock at a conversion price of $1.00 per share. All terms were the same as the Series C-1 and C-2 preferred stock issued in the October 2013 private placement (see Note 3 – Stockholders’ Equity): | ||||||||||||||
Number of | ||||||||||||||
Series C-3 | ||||||||||||||
Amount | Preferred | Number of | ||||||||||||
Stock | Warrants | |||||||||||||
Gary A. Gelbfish | Former Chairman of the Board | $ | 500,000 | 50,000 | 250,000 | |||||||||
Randy Milby | CEO and Director | $ | 237,000 | 23,700 | 118,500 | |||||||||
MW Bridges LLC, an entity for which Randy Milby is Managing Partner | $ | 13,000 | 1,300 | 6,500 | ||||||||||
Steven W. Lefkowitz | Director and Former Interim CFO | $ | 45,000 | 4,500 | 22,500 | |||||||||
Wade Capital Corporation Money Purchase Plan, an entity for which Steven W. Lefkowitz has voting and investment control | $ | 30,000 | 3,000 | 15,000 | ||||||||||
In June 2014, Randy Milby, the Company’s CEO converted $5,000 of his wages into 2,732 shares of the Company’s common stock at per share price of $1.83. |
7_Subsequent_Events
7. Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
7. Subsequent Events | ' |
The Company previously received notice from the NYSE MKT that it was not in compliance with NYSE MKT’s continued listing standards set forth in Section 1003(a)(i) of the NYSE MKT Company Guide because it reported stockholders’ equity of less than $2,000,000 as of March 31, 2014 and net losses in two of its three most recent fiscal years and Section 1003(a)(ii) of the Company Guide because it reported stockholder’s equity of less than $4,000,000 as of March 31, 2014 and net losses in three of our four most recent fiscal years. On July 18, 2014, the Company received notice from the NYSE MKT that the NYSE MKT had accepted the Company’s plan to regain compliance with the continued listing standards of the NYSE MKT. As a result, the NYSE MKT is continuing the Company’s listing and has granted the Company an extension until May 31, 2015 to regain compliance with the continued listing standards of the NYSE MKT. The Company will be subject to periodic review by the NYSE MKT during the extended plan period. | |
In July 2014, Randy Milby, the Company’s CEO converted $12,500 of his wages into 6,250 shares of the Company’s common stock at per share price of $2.00. | |
2_Summary_of_Significant_Accou1
2. Summary of Significant Accounting Policies (Policies) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Recently Adopted Accounting Standards | ' | ||||||||||||||||
In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation (“ASU 2014-10”). ASU 2014-10 eliminates the concept of a development stage entity in its entirety from current accounting guidance. The new guidance eliminates the requirements for development stage entities to (i) present inception-to-date information in the statement of operations, stockholders’ equity and cash flows, (ii) label the financial statements as those of a development stage entity, (iii) disclose a description of the development stage activities in which the entity is engaged, and (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. ASU 2014-10 is effective prospectively for public entities for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods however early adoption is permitted. The Company elected to adopt ASU 2014-10 as permitted, for the financial statements ended June 30, 2014 and, accordingly, has not included the inception-to-date disclosures and other previously required disclosures for development stage entities. | |||||||||||||||||
Recent Authoritative Pronouncements: | ' | ||||||||||||||||
In May 2014, the FASB issued new guidance related to how an entity should recognize revenue. The guidance specifies that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In addition, the guidance expands the required disclosures related to revenue and cash flows from contracts with customers. The guidance is effective for the Company beginning in the first quarter of 2017. Early adoption is not permitted and retrospective application is permitted, but not required. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial condition, results of operations and cash flows. | |||||||||||||||||
In June 2014, the FASB issued an accounting standard that clarifies the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The standard requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments are effective for interim and annual reporting periods beginning after December 15, 2015. Earlier adoption is permitted. The standard may be applied prospectively to all awards granted or modified after the effective date; or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial condition, results of operations and cash flows. | |||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||
Cash and cash equivalents include cash accounts and all investments purchased with initial maturities of three months or less. We attempt to mitigate our exposure to liquidity, credit and other relevant risks by placing our cash and cash equivalents with financial institutions we believe are structurally sound. 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 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 period. Translation gains and losses resulting from this process are included in other comprehensive loss. Transaction gains and losses that arise from the exchange rate fluctuations on transactions are included in the other income (expense). | |||||||||||||||||
Geographic Information | ' | ||||||||||||||||
The Company reported revenues for the three and six month periods ended June 30, 2014 of $39,729 and $51,932, respectively, all of which was attributable to its European operations, which are based in Germany. Of the Company’s total assets of $8.3 million at June 30, 2014, $7.9 million was located in the United States, with the remainder located in Germany. | |||||||||||||||||
Restricted Cash | ' | ||||||||||||||||
Pursuant to a supply agreement, the Company has 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 was recorded on the consolidated balance sheets at December 31, 2013 as restricted cash. As of June 30, 2014, the transaction which covered the letter of credit was completed, which resulted in the release of the restriction in the 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. As of June 30, 2014, inventories consisted of raw materials. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
CorMedix recognizes revenue in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements (“SAB 101”), as amended by SAB No. 104, Revenue Recognition (“SAB 104”) and FASB Accounting Standards Codification (“ASC”) 605, Revenue Recognition (“ASC 605”). This guidance requires that revenue is recognized from product sales when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured. | |||||||||||||||||
CorMedix’s product Neutrolin received its CE Mark in Europe in July 2013 and product shipments to dialysis centers began in December 2013. Orders are processed through a distributor; however, Neutrolin is drop-shipped via a pharmacy directly to its customer, the dialysis center. The Company recognizes net sales upon shipment of product to the dialysis centers. | |||||||||||||||||
Income (Loss) per common share | ' | ||||||||||||||||
Basic income (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted earnings (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the exercise of stock options and warrants and the conversion of convertible preferred stock, as applicable. The Company calculates dilutive potential common shares using the treasury stock method, which assumes the Company will use the proceeds from the exercise of stock options and warrants to repurchase shares of common stock to hold in its treasury stock reserves. | |||||||||||||||||
Each outstanding series of convertible preferred stock is considered to be a participating security under ASC 260, Earnings Per Share (“ASC 260”), which means the security may participate in undistributed earnings with common stock. The holders of each series of convertible preferred stock are entitled to share in dividends, on an as-converted basis, if the holders of common stock were to receive dividends. In accordance with ASC 260, a company is required to use the two-class method when computing basic earnings per share when it has a security that qualifies as a “participating security.” The two-class method uses an earnings allocation formula that determines earnings per share for each class of common stock and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. In determining the amount of net earnings to allocate to common stock holders, earnings are allocated to both common and participating securities based on their respective weighted-average shares outstanding for the period. In accordance with ASC 260, securities are considered to not be participating in losses if there is no obligation to fund such losses. For the three months ended June 30, 2013 and the six month periods ended June 30, 2014 and 2013, none of the preferred stock was considered to be participating since there was a net loss from operations in each of those periods. | |||||||||||||||||
The following table is the calculation of the basic and diluted net income (loss) per share of common stock: | |||||||||||||||||
For the Three Months Ended | For the Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Income (Loss) Per Common Share - Basic: | |||||||||||||||||
Net income (loss) | $ | 3,509,290 | $ | (1,950,871 | ) | $ | (13,204,001 | ) | $ | (3,197,923 | ) | ||||||
Less: Dividends on participating securities | (27,452 | ) | - | (54,602 | ) | (309,944 | ) | ||||||||||
Less: Net income allocated to participating securities | (766,348 | ) | - | - | - | ||||||||||||
Net income (loss) available to common shareholders - basic | 2,715,490 | (1,950,871 | ) | (13,258,603 | ) | (3,507,867 | ) | ||||||||||
Weighted average common shares outstanding – basic | 21,993,384 | 13,048,815 | 20,036,671 | 12,329,993 | |||||||||||||
Net income (loss) per common share – basic | $ | 0.12 | $ | (0.15 | ) | $ | (0.64 | ) | $ | (0.28 | ) | ||||||
Income (Loss) Per Common Share - Diluted: | |||||||||||||||||
Net income (loss) available to common shareholders - basic | $ | 2,715,490 | (1,950,871 | ) | (13,258,603 | ) | (3,507,867 | ) | |||||||||
Plus: Dividends declared on participating securities | 27,452 | - | - | - | |||||||||||||
Plus: Net income allocated to participating securities | 766,348 | - | - | - | |||||||||||||
Less: Change in fair value of derivative securities | (4,657,481 | ) | - | - | - | ||||||||||||
Numerator for income per share - diluted | (1,148,191 | ) | (1,950,871 | ) | (13,258,603 | ) | (3,507,867 | ) | |||||||||
Weighted average common shares outstanding – basic | 21,993,384 | 13,048,815 | 20,036,671 | 12,329,993 | |||||||||||||
Weighted average effect of dilutive securities: | |||||||||||||||||
Exercise of warrants | 1,194,135 | - | - | - | |||||||||||||
Conversion of preferred stock to common stock | 2,252,280 | - | - | - | |||||||||||||
Weighted average common shares outstanding – diluted | 25,439,799 | 13,048,815 | 20,036,671 | 12,329,993 | |||||||||||||
Net income (loss) per common share – diluted | $ | (0.05 | ) | $ | (0.15 | ) | $ | (0.64 | ) | $ | (0.28 | ) | |||||
Warrants and options if exercised, and convertible preferred stock if converted, that would result in the issuance of 16,073,779 and 14,071,760 shares of common stock for the three months ended June 30, 2014 and June 30, 2013, respectively, were excluded from the computation of diluted earnings (loss) per share because they were anti-dilutive. Warrants and options if exercised, and convertible preferred stock if converted, that would result in the issuance of 21,826,059 and 14,071,760 shares of common stock for the six months ended June 30, 2014 and June 30, 2013 respectively, were excluded from the computation of diluted earnings (loss) per share because they were anti-dilutive. | |||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
Stock-based compensation cost, net of expected forfeitures, granted to employees, officers and directors is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period on a straight-line basis. | |||||||||||||||||
The Company accounts for stock options granted to non-employees on a fair value basis using the Black-Scholes option pricing method. The non-cash charge to operations for non-employee options with service vesting is based on the revalued amount of the options at the end of each reporting period which is 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, Equity-Based Payments to Non-Employees. For options having performance conditions that are outside of the control of the non-employee, the cost to be recognized is the lowest aggregate fair value prior to the achievement of the performance condition, even if the Company believes it is probable that the performance condition will be achieved. | |||||||||||||||||
During the six months ended June 30, 2014, options to purchase an aggregate of 1,199,000 shares of common stock were granted to the Company’s employees, officers, directors and consultants. | |||||||||||||||||
Embedded Derivative Liabilities and Warrant Liabilities | ' | ||||||||||||||||
The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks; however, the Company has several series of preferred stock and warrants that contain embedded derivatives. The Company evaluates all its financial instruments to determine if those instruments or any potential embedded components of those instruments qualify as derivatives that need to be separately accounted for in accordance with FASB ASC 815, “Derivatives and Hedging”. Embedded derivatives satisfying certain criteria are recorded at fair value at issuance and marked-to-market at each balance sheet date with the change in the fair value recorded as income or expense. In addition, upon the occurrence of an event that requires the derivative liability to be reclassified to equity, the derivative liability is revalued to fair value at that date. | |||||||||||||||||
The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants that allow for cash settlement or provide for certain modifications of the warrant exercise price are accounted for as derivative liabilities. For those liability-classified warrants that have down-round provisions which allow the exercise price to be adjusted as a result of certain future financing transactions, the Company uses level 3 inputs for the valuation methodology for those warrants. The estimated fair values of the warrant liabilities with downround protection were determined using a Monte Carlo option pricing model which takes into account the probabilities of certain events occurring over the life of the warrants. The derivative liabilities are adjusted to their estimated fair values at each reporting period, with any decrease or increase in the estimated fair value being recorded in other income (expense). As discussed below, the warrants issued in March 2014, which do not have downround protection, are valued using a Black Scholes option pricing model. |
2_Summary_of_Significant_Accou2
2. Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of basic and diluted net income (loss) per share of common stock | ' | ||||||||||||||||
For the Three Months Ended | For the Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Income (Loss) Per Common Share - Basic: | |||||||||||||||||
Net income (loss) | $ | 3,509,290 | $ | (1,950,871 | ) | $ | (13,204,001 | ) | $ | (3,197,923 | ) | ||||||
Less: Dividends on participating securities | (27,452 | ) | - | (54,602 | ) | (309,944 | ) | ||||||||||
Less: Net income allocated to participating securities | (766,348 | ) | - | - | - | ||||||||||||
Net income (loss) available to common shareholders - basic | 2,715,490 | (1,950,871 | ) | (13,258,603 | ) | (3,507,867 | ) | ||||||||||
Weighted average common shares outstanding – basic | 21,993,384 | 13,048,815 | 20,036,671 | 12,329,993 | |||||||||||||
Net income (loss) per common share – basic | $ | 0.12 | $ | (0.15 | ) | $ | (0.64 | ) | $ | (0.28 | ) | ||||||
Income (Loss) Per Common Share - Diluted: | |||||||||||||||||
Net income (loss) available to common shareholders - basic | $ | 2,715,490 | (1,950,871 | ) | (13,258,603 | ) | (3,507,867 | ) | |||||||||
Plus: Dividends declared on participating securities | 27,452 | - | - | - | |||||||||||||
Plus: Net income allocated to participating securities | 766,348 | - | - | - | |||||||||||||
Less: Change in fair value of derivative securities | (4,657,481 | ) | - | - | - | ||||||||||||
Numerator for income per share - diluted | (1,148,191 | ) | (1,950,871 | ) | (13,258,603 | ) | (3,507,867 | ) | |||||||||
Weighted average common shares outstanding – basic | 21,993,384 | 13,048,815 | 20,036,671 | 12,329,993 | |||||||||||||
Weighted average effect of dilutive securities: | |||||||||||||||||
Exercise of warrants | 1,194,135 | - | - | - | |||||||||||||
Conversion of preferred stock to common stock | 2,252,280 | - | - | - | |||||||||||||
Weighted average common shares outstanding – diluted | 25,439,799 | 13,048,815 | 20,036,671 | 12,329,993 | |||||||||||||
Net income (loss) per common share – diluted | $ | (0.05 | ) | $ | (0.15 | ) | $ | (0.64 | ) | $ | (0.28 | ) | |||||
3_Stockholders_Equity_Tables
3. Stockholders' Equity (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
STOCKHOLDERS' DEFICIT | ' | ||||||||||||
Assumptions Used in Black-Scholes Option-Pricing Model | ' | ||||||||||||
Common Stock | |||||||||||||
Expected Term (years) | 5 | ||||||||||||
Volatility | 75% | ||||||||||||
Dividend yield | 0.00% | ||||||||||||
Risk-free interest rate | 1.63% | ||||||||||||
Preferred Stock | |||||||||||||
Expected Term (months) | 58 | ||||||||||||
Volatility | 75% | ||||||||||||
Dividend yield | 0.00% | ||||||||||||
Risk-free interest rate | 1.63% | ||||||||||||
Stock Options | |||||||||||||
Six Months Ended | Six Months Ended | ||||||||||||
June 30, | June 30, | ||||||||||||
2014 | 2013 | ||||||||||||
Expected Term | 4.5 – 10 years | 5 years | |||||||||||
Volatility | 95% - 113% | 118% - 131% | |||||||||||
Dividend yield | 0.00% | 0.00% | |||||||||||
Risk-free interest rate | 1.51% - 2.80% | 0.81% - 2.52% | |||||||||||
Summary of Option Activity under Plan and Related Information | ' | ||||||||||||
Shares | Weighted | ||||||||||||
Average | |||||||||||||
Exercise | |||||||||||||
Price | |||||||||||||
Outstanding at beginning of period | 3,453,630 | $ | 1.06 | ||||||||||
Exercised | (275,000 | ) | $ | 0.78 | |||||||||
Forfeited | (55,000 | ) | $ | 1.51 | |||||||||
Expired | (274,630 | ) | $ | 3.16 | |||||||||
Granted | 1,199,000 | $ | 2.07 | ||||||||||
Outstanding at end of period | 4,048,000 | $ | 1.23 | ||||||||||
Options exercisable | 3,003,500 | $ | 1.24 | ||||||||||
Expected to vest | 710,260 | $ | 1.21 | ||||||||||
Weighted-average fair value of options granted during the period | $ | 1.56 | |||||||||||
Summary of warrants outstanding | ' | ||||||||||||
Shares | Weighted | Weighted | |||||||||||
Average | Average | ||||||||||||
Exercise | Remaining Contractual | ||||||||||||
Price | Life | ||||||||||||
Outstanding at beginning of period | 10,422,525 | $ | 2 | 3.12 | |||||||||
Granted | 2,036,000 | $ | 2.22 | 5.36 | |||||||||
Exercised | (887,292 | ) | $ | 1.18 | - | ||||||||
Outstanding at end of period | 11,571,233 | $ | 2.16 | 3.05 |
4_Fair_Value_Measurements_Tabl
4. Fair Value Measurements (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Fair Value Measurements Tables | ' | ||||||||||||
Fair Value Measurements | ' | ||||||||||||
Fair Value | Change in Fair | ||||||||||||
Hierarchy | Value | ||||||||||||
Level | |||||||||||||
Fair Value | |||||||||||||
Series C non-voting preferred stock | 3 | $ | - | $ | 5,257,295 | ||||||||
conversion option issued in October 2013 | |||||||||||||
and January 2014 | |||||||||||||
Series D non-voting preferred stock | 3 | 1,711,589 | 809,963 | ||||||||||
conversion option issued in October 2013 | |||||||||||||
Series E non-voting preferred stock | 3 | 1,426,208 | 690,590 | ||||||||||
conversion option issued in October 2013 | |||||||||||||
Warrants issued in connection with | 3 | 1,288,818 | 627,949 | ||||||||||
convertible debt issued in May 2013 | |||||||||||||
Warrants issued in connection with | 3 | 3,277,227 | 1,638,291 | ||||||||||
Series C non-voting preferred stock issued | |||||||||||||
in October 2013 and January 2014 | |||||||||||||
Warrants issued in March 2014 in connection | 3 | 966,875 | (761,575 | ) | |||||||||
with the private placement of common | |||||||||||||
stock and warrants | |||||||||||||
Total | $ | 8,670,717 | $ | 8,262,513 | |||||||||
Level 3 derivative liabilities | ' | ||||||||||||
Balance at beginning of year | $ | 5,308,804 | |||||||||||
Additions to derivative liabilities | 3,782,182 | ||||||||||||
Conversion of convertible preferred stock to common stock | (2,447,384 | ) | |||||||||||
Reclassification from derivative liabilities to equity | (6,235,398 | ) | |||||||||||
Change in fair value of derivative liabilities | 8,262,513 | ||||||||||||
Balance at end of period | $ | 8,670,717 |
6_Related_Party_Transactions_T
6. Related Party Transactions (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Related Party Transactions [Abstract] | ' | |||||||||||||
Related Party Transactions | ' | |||||||||||||
Number of | ||||||||||||||
Series C-3 | ||||||||||||||
Amount | Preferred | Number of | ||||||||||||
Stock | Warrants | |||||||||||||
Gary A. Gelbfish | Former Chairman of the Board | $ | 500,000 | 50,000 | 250,000 | |||||||||
Randy Milby | CEO and Director | $ | 237,000 | 23,700 | 118,500 | |||||||||
MW Bridges LLC, an entity for which Randy Milby is Managing Partner | $ | 13,000 | 1,300 | 6,500 | ||||||||||
Steven W. Lefkowitz | Director and Former Interim CFO | $ | 45,000 | 4,500 | 22,500 | |||||||||
Wade Capital Corporation Money Purchase Plan, an entity for which Steven W. Lefkowitz has voting and investment control | $ | 30,000 | 3,000 | 15,000 |
1_Organization_Business_and_Ba1
1. Organization, Business and Basis of Presentation (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Organization Business And Basis Of Presentation Details Narrative | ' | ' | ' | ' |
Net income (loss) | $3,509,290 | ($1,950,871) | ($13,204,001) | ($3,197,923) |
2_Summary_of_Significant_Accou3
2. Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income (Loss) Per Common Share - Basic: | ' | ' | ' | ' |
Net income (loss) | $3,509,290 | ($1,950,871) | ($13,204,001) | ($3,197,923) |
Less: Dividends on participating securities | -27,452 | ' | -54,602 | -309,944 |
Less: Net income allocated to participating securities | -766,348 | ' | ' | ' |
Net income (loss) available to common shareholders - basic | 2,715,490 | -1,950,871 | -13,258,603 | -3,507,867 |
Weighted average common shares outstanding - basic | 21,993,384 | 13,048,815 | 20,636,671 | 12,329,993 |
Net income (loss) per common share - basic | $0.12 | ($0.15) | ($0.64) | ($0.28) |
Income (Loss) Per Common Share - Diluted: | ' | ' | ' | ' |
Net income (loss) available to common shareholders-basic | 2,715,490 | -1,950,871 | -13,258,603 | -3,507,867 |
Plus: Dividends declared on participating securities | 27,452 | ' | ' | ' |
Plus: Net income allocated to participating securities | 766,348 | ' | ' | ' |
Less: Change in fair value of derivative securities | -4,657,481 | ' | ' | ' |
Numerator for income per share - diluted | ($1,148,191) | ($1,950,871) | ($13,258,603) | ($3,507,867) |
Weighted average common shares outstanding, basic | 21,993,384 | 13,048,815 | 20,036,671 | 12,329,993 |
Weighted average effect of dilutive securities: | ' | ' | ' | ' |
Exercise of warrants | 1,194,135 | ' | ' | ' |
Conversion of preferred stock to common stock | 2,252,280 | ' | ' | ' |
Weighted average common shares outstanding - diluted | 25,439,799 | 13,048,815 | 20,036,671 | 12,329,993 |
Net income (loss) per common share - diluted | ($0.05) | ($0.15) | ($0.64) | ($0.28) |
3_Stockholders_Equity_Details
3. Stockholders' Equity (Details) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Common stock | ' | ' |
Expected Term | '5 years | ' |
Volatility | 75.00% | ' |
Dividend yield | 0.00% | ' |
Risk-free interest rate | 1.63% | ' |
Preferred Stock [Member] | ' | ' |
Expected Term | '58 months | ' |
Volatility | 75.00% | ' |
Dividend yield | 0.00% | ' |
Risk-free interest rate | 1.63% | ' |
Stock options | ' | ' |
Expected Term | '4 years 6 months | '5 years |
Expected Term | 'P10Y | ' |
Volatility, minimum | 95.00% | 118.00% |
Volatility, maximum | 113.00% | 131.00% |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate, minimum | 1.51% | 0.81% |
Risk-free interest rate, maximum | 2.80% | 2.52% |
3_Stockholders_Equity_Details_
3. Stockholders' Equity (Details 1) (Stock options, USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Stock options | ' |
Number of Options | ' |
Outstanding, Beginning | 3,453,630 |
Number of Options Exercised | -275,000 |
Number of Options Forfeited | -55,000 |
Expired/Canceled | -274,630 |
Number of Options Granted | 1,199,000 |
Outstanding, Ending | 4,048,000 |
Exercisable | 3,003,500 |
Expected to vest | 710,260 |
Weighted Average Exercise Price | ' |
Weighted Average Exercise Price Outstanding, Beginning | $1.06 |
Weighted Average Exercise Price Exercised | $0.78 |
Weighted Average Exercise Price Forfeited | $1.51 |
Weighted Average Exercise Price Expired/Canceled | $3.16 |
Weighted Average Exercise Price Granted | $2.07 |
Weighted Average Exercise Price Outstanding, Ending | $1.23 |
Weighted Average Exercise Price Exercisable | $1.24 |
Weighted Average Exercise Price expected to vest | $1.21 |
Weighted-average fair value of options granted during the period | $1.56 |
3_Stockholders_Equity_Details_1
3. Stockholders' Equity (Details 2) (USD $) (Warrants, USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Warrants | ' |
Outstanding, Beginning | 10,422,525 |
Number of Warrants Granted | 2,036,000 |
Number of Warrants Exercised | -887,292 |
Outstanding, Ending | 11,571,233 |
Weighted Average Exercise Price Outstanding, Beginning | $2 |
Weighted Average Exercise Price Granted | $2.22 |
Weighted Average Exercise Price Exercised | $1.18 |
Weighted Average Exercise Price Outstanding, Ending | $2.16 |
Weighted Average Remaining Contractual Life (in years) Outstanding, Beginning | '3 years 1 month 13 days |
Weighted Average Remaining Contractual Life (in years) warrants granted | '5 years 4 months 10 days |
Weighted Average Remaining Contractual Life (in years) Outstanding, Ending | '3 years 18 days |
4_Fair_Value_Measurements_Deta
4. Fair Value Measurements (Details) (USD $) | Jun. 30, 2014 |
Series C non-voting preferred stock | $0 |
Series D non-voting preferred stock | 1,711,589 |
Series E non-voting preferred stock | 1,426,208 |
Warrants issued in connection with convertible debt | 1,288,818 |
Warrants issued in connection with Series C non-voting preferred stock | 3,277,227 |
Warrants issued in connection with the private placement of common stock and warrants | 966,875 |
Financial Liabilities Measured at Fair Value on a Recurring Basis | 8,670,717 |
Level 3 | ' |
Series C non-voting preferred stock | 5,257,295 |
Series D non-voting preferred stock | 809,963 |
Series E non-voting preferred stock | 690,590 |
Warrants issued in connection with convertible debt | 627,949 |
Warrants issued in connection with Series C non-voting preferred stock | 1,638,291 |
Warrants issued in connection with the private placement of common stock and warrants | -761,575 |
Financial Liabilities Measured at Fair Value on a Recurring Basis | $8,262,513 |
4_Fair_Value_Measurements_Deta1
4. Fair Value Measurements (Details 1) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Fair Value Measurements Details 1 | ' | ' |
Balance at beginning of year | $5,308,804 | ' |
Additions to derivative liabilities | 3,782,182 | ' |
Conversion of convertible preferred stock to common stock | -2,447,384 | ' |
Reclassification from derivative liabilities to equity | -6,235,398 | 0 |
Change in fair value of derivative liabilities | 8,262,513 | ' |
Balance at end of period | $8,670,717 | ' |
6_Related_Party_Transactions_D
6. Related Party Transactions (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Gary A. Gelbfish | ' |
Related party transaction | $500,000 |
Related party details Number of Series C-3 Preferred Stock and Number of Warrants | 'Number of Series C-3 Preferred Stock 50,000 Number of Warrants 250,000 |
Randy Milby | ' |
Related party transaction | 237,000 |
Related party details Number of Series C-3 Preferred Stock and Number of Warrants | 'Number of Series C-3 Preferred Stock 23,700 Number of Warrants 118,500 |
MW Bridges LLC | ' |
Related party transaction | 13,000 |
Related party details Number of Series C-3 Preferred Stock and Number of Warrants | 'Number of Series C-3 Preferred Stock 1,300 Number of Warrants 6,500 |
Steven W. Lefkowitz | ' |
Related party transaction | 45,000 |
Related party details Number of Series C-3 Preferred Stock and Number of Warrants | 'Number of Series C-3 Preferred Stock 4,500 Number of Warrants 22,500 |
Wade Capital Corporation | ' |
Related party transaction | $30,000 |
Related party details Number of Series C-3 Preferred Stock and Number of Warrants | 'Number of Series C-3 Preferred Stock 3,000 Number of Warrants 15,000 |