SHAREHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2013 |
Equity [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
NOTE 8 – SHAREHOLDERS’ EQUITY |
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Capital Stock |
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The Company is authorized to issue 150.0 million shares, all of which are common stock with a par value of $.001 per share. |
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Issuances of Common Stock |
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On January 17, 2013, the Company entered into an investor relations agreement with a third party pursuant to which the Company agreed to issue over the term of the agreement an aggregate of 250,000 shares of common stock in exchange for investor relations’ services to be rendered. On September 18, 2013, the Company extended the term of the investor relations agreement, and agreed to issue an additional aggregate of 300,000 shares of common stock in exchange for investor relations’ services to be rendered over the term of the agreement. |
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As of September 30, 2013, the Company has issued the 250,000 shares according to the original agreement, and an additional 50,000 shares related to the extension. All issued shares have been valued at the closing price of the Company’s common stock on the date of issuance. The Company recognized expense of $26,000 and $159,450, respectively, under the investor relations agreement during the three and nine months ended September 30, 2013. |
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On April 19, 2013, the Company issued 631,313 shares of common stock to CRI pursuant to the CRI Asset Purchase Agreement, which had a fair value of $250,000 (see Note 7). |
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In connection with this transaction, the Company engaged a consultant to assist in the technology transfer and manufacturing of the product. In consideration of such services, the Company agreed to issue to the consultant shares of its common stock valued at $75,000 at various dates following the closing of the CRI transaction. For the three and nine months ended September 30, 2013, the Company has issued 66,137 shares and 227,302 shares, respectively. The value of the shares issued for the three and nine months ended September 30, 2013 was $25,000 and $75,000, respectively. |
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On June 21, 2013, the Company issued an aggregate of 416,841 shares of common stock for proceeds of $134,640 to a related party (see Note 4). |
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On June 28, 2013, the Company entered into an agreement with a consultant to provide drug development pre-clinical consulting services for CIRCUMserumTM and EjectDelayTM. In consideration of such services, the Company agreed to issue the consultant shares of its common stock valued at $80,200. The number of shares to be issued will be determined based on the average of the closing price of the Company’s common stock for the 10 trading days immediately preceding the issue date. |
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On August 29, 2013, the parties entered into an addendum to this consulting agreement. In consideration of additional services, the Company agreed to issue the consultant shares of its common stock valued at an additional $23,000. The number of shares to be issued will be determined based on the average of the closing price of the Company’s common stock for the 10 trading days immediately preceding the issue date. |
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As of September 30, 2013, the Company has issued 204,086 shares according to the consulting agreement. All issued shares have been valued at the closing price of the Company’s common stock on the date of issuance. The aggregate value of the shares issued was $66,342, which corresponds to the service period of the consultant’s services. |
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On May 15, 2013, the Company issued a convertible debt instrument in the amount of $50,000, which, together with $1,458 of accrued interest, was converted on September 25, 2013 into 83,103 shares of the Company’s common stock in accordance with the terms of the instrument, thereby fully extinguishing the debt. During the five months that the debt was outstanding, the Company accreted $8,017 of the debt discount as interest expense. |
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In addition, the Company issued 94,974 and 256,139 shares of common stock to other consultants under consulting agreements for the three and nine months ended September 30, 2013, respectively. The shares were issued under the Company’s 2013 Equity Incentive Plan. The aggregate value of the shares issued was $47,332, and $97,333 for the three and nine months ended September 30, 2013, which corresponds to the service period of the respective consultant’s services. |
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Equity Plan |
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The Company has issued share-based stock, stock unit and option awards to employees, non-executive directors and outside consultants under the Company’s 2013 Equity Incentive Plan (the “Incentive Plan”). The Incentive Plan allows for the issuance of stock awards, stock unit awards, stock appreciation rights, performance shares and other share-based awards, in addition to stock options. The exercise price for all equity awards issued under the Incentive Plan is based on the fair market value of the common stock. Currently, because the Company’s common stock is quoted on the OTC Bulletin Board, the fair market value of the common stock is equal to the last-sale price reported by the OTC Bulletin Board as of the date of determination, or if there were no sales on such date, on the last date preceding such date on which a sale was reported. Generally, each vested stock unit entitles the recipient to receive one share of Company common stock which is eligible for settlement at the earliest of their termination, a change in control of the Company or a specified date. Stock units can vest according to a schedule or immediately upon award. Stock options generally vest over a three-year period, first year cliff vesting with quarterly vesting thereafter on the three-year awards, and have a ten-year life. Stock options outstanding are subject to time-based vesting as described above and thus are not performance-based. |
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As of September 30, 2013, there were 6,300,000 stock units and 40,500 shares subject to options outstanding, the Company issued 460,225 shares as payments for services, and 3,199,551 shares were available for future grants under the Incentive Plan. |
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Stock-based Compensation |
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The Company accounts for stock based compensation in accordance with ASC 718, Stock Based Compensation, which requires the recognition of the fair value of stock compensation as an expense in the calculation of net income. ASC 718 requires that stock-based compensation expense be based on awards that are ultimately expected to vest. Stock-based compensation for the three and nine months ended September 30, 2013 and 2012 have been reduced for estimated forfeitures. When estimating forfeitures, voluntary termination behaviors, as well as trends of actual option forfeitures, are considered. To the extent actual forfeitures differ from the Company’s current estimates, cumulative adjustments to stock-based compensation expense are recorded. |
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Except for transactions with employees and directors that are within the scope of ASC 718, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. |
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The stock-based compensation expense for the three and nine months ended September 30, 2013 was $289,270 and $1,962,379, respectively. The Company calculates the fair value of each equity award on the date of grant using the Black-Scholes option-pricing model. The Company did not grant any equity awards during the nine months ended September 30, 2012. For the three and nine months ended September 30, 2013 the following weighted average assumptions were utilized for the stock option granted during the period: |
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| | September 30, 2013 | | | | | | | | | | | |
Expected life (in years) | | 6 | | | | | | | | | | | |
Expected volatility | | 235.7%-243.15% | | | | | | | | | | | |
Average risk free interest rate | | 1.71%-1.75% | | | | | | | | | | | |
Dividend yield | | 0% | | | | | | | | | | | |
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The dividend yield of zero is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility is based on the historical volatility of the Company’s common shares over the period commensurate with the expected life of the options. Expected life in years is based on the “simplified” method as permitted by ASC Topic 718. The Company believes that all stock options issued under its stock option plans meet the criteria of “plain vanilla” stock options. The Company uses a term of 6 years for all employee stock options. The risk free interest rate is based on average rates for 5 and 7 year treasury notes as published by the Federal Reserve. |
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The following table summarizes the number of options outstanding and the weighted average exercise price: |
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| | | | | | Weighted | | | |
| | | | Weighted | | remaining | | | |
| | | | average exercise | | contractual life | | Aggregate | |
| | Options | | price | | (years) | | intrinsic value | |
Outstanding at December 31 ,2012 | | | - | | $ | - | | | - | | $ | - | |
Granted | | | 40,500 | | | 0.49 | | | 9.8 | | | 16,800 | |
Exercised | | | - | | | - | | | - | | | - | |
Cancelled | | | - | | | - | | | - | | | - | |
Forfeited | | | - | | | - | | | - | | | - | |
Outstanding at September 30, 2013 | | | 40,500 | | $ | 0.49 | | | 9.8 | | $ | 16,800 | |
Vested at September 30, 2013 | | | 10,500 | | $ | 0.9 | | | 10 | | $ | - | |
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The aggregate intrinsic value is calculated as the difference between the exercise price of all outstanding options and the quoted price of the Company’s common shares that were in the money at September 30, 2013. |
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The Company granted 10,500 and 40,500 options during the three and nine months ended September 30, 2013, respectively. The weighted average grant date fair value per share of options granted during the nine months ended September 30, 2013 was $0.48. No options were granted during the nine months ended September 30, 2012. |
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At September 30, 2013 and 2012, the aggregate intrinsic value of all outstanding options was $16,800 and zero, respectively. No options were exercised under the Incentive Plan during the nine months ended September 30, 2013 or 2012. |
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Stock Units |
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The following table summarizes the number of stock units outstanding: |
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| | Stock Units | | | | | | | | | | | |
Outstanding at December 31, 2012 | | - | | | | | | | | | | | |
Granted | | 7,050,000 | | | | | | | | | | | |
Expired | | - | | | | | | | | | | | |
Cancelled | | -750,000 | | | | | | | | | | | |
Forfeited | | - | | | | | | | | | | | |
Outstanding at September 30, 2013 | | 6,300,000 | | | | | | | | | | | |
Vested at September 30, 2013 | | 3,058,333 | | | | | | | | | | | |
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The vested stock units at September 30, 2013 have not settled and are not showing as issued and outstanding shares of the Company. Settlement of these vested stock units will occur on the earliest of (i) the date of termination of service of the employee or consultant, (ii) change of control of the Company, or (iii) 10 years from date of issuance. Settlement of vested stock units may be made in the form of (i) cash, (ii) shares, or (iii) any combination of both, as determined by the committee. |
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On February 15, 2013, the Company entered into a stock unit agreement with its President and Chief Executive Officer pursuant to his employment agreement. Under the terms of the agreement, the Company issued 6,000,000 stock units, 2,000,000 of the units vested immediately, while the remaining 4,000,000 vest in eight equal quarterly installments until January 1, 2015, subject to his continued service to the Company as of the vesting date. |
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On February 15, 2013, the Company entered into a stock unit agreement with a consultant. Under the terms of the agreement, the Company issued 300,000 stock units, with one thirty-sixth of the units vesting on the 7th of each month beginning on March 7, 2013, subject to the consultant’s continued service to the Company as of the vesting date. At September 30, 2013, 58,331 shares have vested under this agreement. |
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The Company recognized compensation expense of $317,363 and $1,848,763 for the vested portion of the stock units for the three and nine month periods ended September 30, 2013. |
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