Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 16, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Entity Registrant Name | Lion Biotechnologies, Inc. | ||
Entity Central Index Key | 1425205 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 44,082,138 | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $87,400,000 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets | ||
Cash and cash equivalents | $44,909,147 | $19,672,177 |
Prepaid expenses and other current assets | 66,134 | 173,716 |
Total Current Assets | 44,975,281 | 19,845,893 |
Property and equipment, net of accumulated depreciation of $104,223 and $16,002 | 1,531,566 | 27,756 |
Total Assets | 46,506,847 | 19,873,649 |
Current Liabilities | ||
Accounts payable | 1,248,413 | 412,976 |
Accrued expenses | 327,847 | 1,518,225 |
Accrued payable to officers and former directors | 85,500 | 338,731 |
Total Current Liabilities | 1,661,760 | 2,269,932 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Preferred stock, $0.001 par value; 50,000,000 shares authorized, 5,694 shares and 17,000 shares issued and outstanding, respectively | 6 | 17 |
Common stock, $0.000041666 par value; 150,000,000 shares authorized, 33,750,188 and 20,023,958 shares issued and outstanding, respectively | 1,407 | 835 |
Common stock to be issued, 303,125 shares | 245,153 | 245,153 |
Additional paid-in capital | 121,160,415 | 81,884,897 |
Accumulated deficit | -76,561,894 | -64,527,185 |
Total Stockholders' Equity | 44,845,087 | 17,603,717 |
Total Liabilities and Stockholders' Equity | $46,506,847 | $19,873,649 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property and equipment, accumulated depreciation | $104,223 | $16,002 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 5,694 | 17,000 |
Preferred Stock, Shares Outstanding | 5,694 | 17,000 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 33,750,188 | 20,023,958 |
Common Stock, Shares, Outstanding | 33,750,188 | 20,023,958 |
Common Stock To Be Issued Shares | 303,125 | 303,125 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | $0 | $0 |
Costs and expenses | ||
Operating expenses (including $3,813,831 and $2,750,223 in share based compensation costs) | 9,335,772 | 4,655,149 |
Research and development | 2,704,597 | 1,329,367 |
Cost of Lion transaction | 0 | 16,656,250 |
Total costs and expenses | 12,040,369 | 22,640,766 |
Loss from operations | -12,040,369 | -22,640,766 |
Other income | ||
Interest (expense) income | 5,660 | -444,729 |
Cost to induce exchange transaction | 0 | -2,295,868 |
Total other (expense) income | 5,660 | -2,740,597 |
Net Loss | -12,034,709 | -25,381,363 |
Deemed dividend related to beneficial conversion feature of convertible preferred stock | -8,461,627 | |
Net Loss Attributable to Common Stockholders | ($12,034,709) | ($33,842,990) |
Net Loss Per Share, Basic and Diluted (in dollars per share) | ($0.48) | ($3.47) |
Weighted-Average Common Shares Outstanding, Basic and Diluted (in shares) | 24,985,542 | 9,762,513 |
Statements_of_Operations_Paren
Statements of Operations (Parenthetical) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Costs and expenses | ||
Share-based Compensation | $3,813,831 | $2,750,223 |
Statements_of_Stockholders_Equ
Statements of Stockholders' Equity (USD $) | Total | Preferred Stock | Common Stock | Common Stock To Be Issued | Additional Paid-In Capital | Accumulated Deficit |
Balance at January 1,2013 at Dec. 31, 2012 | ($11,319,476) | $0 | $34 | $245,153 | $19,119,532 | ($30,684,195) |
Balance at January 1,2013 (in shares) at Dec. 31, 2012 | 0 | 818,806 | ||||
Common stock issued upon conversion of accrued interest and penalty | 9,267,641 | 386 | 9,267,255 | |||
Common stock issued in settlement of notes payable and accrued interest and penalty (Shares) | 9,267,641 | |||||
Common stock issued for cash under the restructuring, net of offering costs of $109,990 | 1,240,010 | 57 | 1,239,953 | |||
Common stock issued for cash under the restructuring, net of offering costs of $109,990 (Shares) | 1,350,000 | |||||
Fair value of common stock issued for cancellation of outstanding warrants | 122,734 | 5 | 122,729 | |||
Fair value of common stock issued for cancellation of outstanding warrants (Shares) | 122,734 | |||||
Fair value of vested stock options | 747,241 | 747,241 | ||||
Common stock issued to induce exchange transaction | 2,173,135 | 91 | 2,173,044 | |||
Common stock issued to induce exchange transaction (Shares) | 2,173,134 | |||||
Common stock issued for Lion transaction | 16,656,250 | 112 | 16,656,138 | |||
Common stock issued for Lion transaction (shares) | 2,690,000 | |||||
Common stock issued to directors | 2,002,982 | 17 | 2,002,965 | |||
Common stock issued to directors (shares) | 400,596 | |||||
Common stock sold in private placement | 5,886,803 | 131 | 5,886,672 | |||
Common stock sold in private placement (in shares) | 3,145,300 | |||||
Preferred stock sold in private placement at $2.00 per share, November 2013, net of offering costs of $1,091,240 | 15,908,760 | 17 | 15,908,743 | |||
Preferred stock sold in private placement at $2.00 per share, November 2013, net of offering costs of $1,091,240 (Shares) | 17,000 | |||||
Common stock issued for settlement of payable | 25,000 | 0 | 25,000 | |||
Common stock issued for settlement of payable (in shares) | 5,747 | |||||
Deemed dividend on beneficial conversion feature of preferred stock | 0 | 8,461,627 | -8,461,627 | |||
Net loss | -25,381,363 | -25,381,363 | ||||
Common stock issued for services | 274,000 | 2 | 273,998 | |||
Common stock issued for services (in shares) | 50,000 | |||||
Balance at Dec. 31, 2013 | 17,603,717 | 17 | 835 | 245,153 | 81,884,897 | -64,527,185 |
Balance (in shares) at Dec. 31, 2013 | 17,000 | 20,023,958 | ||||
Fair value of vested stock options | 2,558,512 | 2,558,512 | ||||
Common stock issued to induce exchange transaction | 0 | |||||
Common stock sold in private placement | 32,240,422 | 250 | 32,240,172 | |||
Common stock sold in private placement (in shares) | 6,000,000 | |||||
Net loss | -12,034,709 | -12,034,709 | ||||
Common stock issued upon exercise of warrants | 3,221,825 | 54 | 3,221,771 | |||
Common stock issued upon conversion of preferred shares | 0 | -11 | 236 | -224 | ||
Common stock issued upon conversion of preferred shares (in shares) | -11,306 | 5,653,000 | ||||
Common stock issued for services | 1,255,319 | 32 | 1,255,287 | |||
Common stock issued for services (in shares) | 784,500 | |||||
Balance at Dec. 31, 2014 | $44,845,087 | $6 | $1,407 | $245,153 | $121,160,415 | ($76,561,894) |
Balance (in shares) at Dec. 31, 2014 | 5,694 | 33,750,188 |
Statements_of_Stockholders_Equ1
Statements of Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2014 | Nov. 30, 2013 | |
Common Stock [Member] | |||
Sale of Stock, Price Per Share | $2.50 | ||
Payments of Stock Issuance Costs | $109,990 | ||
Private Placement [Member] | Common Stock [Member] | |||
Sale of Stock, Price Per Share | $5.75 | $2 | |
Payments of Stock Issuance Costs | 403,797 | 2,259,578 | |
Private Placement [Member] | Preferred Stock [Member] | |||
Sale of Stock, Price Per Share | $2 | ||
Payments of Stock Issuance Costs | $1,091,240 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows From Operating Activities | ||
Net loss | ($12,034,709) | ($25,381,363) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 88,221 | 7,087 |
Fair value of vested stock options | 2,558,512 | 747,241 |
Common stock issued for services | 1,255,319 | 274,000 |
Common stock issued to induce conversion of warrants | 0 | 122,734 |
Common stock issued to induce exchange transaction | 0 | 2,173,135 |
Common stock issued for Lion transaction | 0 | 16,656,250 |
Common stock issued to directors | 0 | 2,002,982 |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | 107,582 | -166,441 |
Accounts payable and accrued expenses | -354,941 | -587,210 |
Accounts payable to officers and former directors | -253,231 | 43,650 |
Accrued interest and penalty | 0 | 445,743 |
Net Cash Used In Operating Activities | -8,633,247 | -3,662,192 |
Cash Flows From Investing Activities | ||
Purchases of property and computer equipment | -1,592,030 | -12,705 |
Net Cash Used In Investing Activities | -1,592,030 | -12,705 |
Cash Flows From Financing Activities | ||
Proceeds from the issuance of common stock upon exercise of warrants | 3,221,825 | 0 |
Proceeds from the issuance of common stock, net | 32,240,422 | 7,126,813 |
Proceeds from the issuance of convertible notes, net | 0 | 311,500 |
Proceeds from the issuance of preferred stock, net | 0 | 15,908,760 |
Net Cash Provided By Financing Activities | 35,462,247 | 23,347,073 |
Net Increase In Cash And Cash Equivalents | 25,236,970 | 19,672,177 |
Cash and Cash Equivalents, Beginning of Period | 19,672,177 | 0 |
Cash and Cash Equivalents, End of Period | 44,909,147 | 19,672,177 |
Supplemental Disclosures of Cash Flow Information: | ||
Common stock issued upon conversion of convertible notes | 0 | 6,792,750 |
Settlement of accounts payable through issuance of common stock | 0 | 25,000 |
Common stock issued upon conversion of accrued interest and penalty | $0 | $2,474,891 |
GENERAL_ORGANIZATION_AND_BUSIN
GENERAL ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Business Description and Basis of Presentation [Text Block] | NOTE 1. GENERAL ORGANIZATION AND BUSINESS |
Lion Biotechnologies, Inc. (the “Company,” “we,” “us” or “our”) is an emerging biotechnology company focused on developing and commercializing adoptive cell therapy (ACT) using autologous tumor infiltrating lymphocytes (TIL) for the treatment of metastatic melanoma and other solid cancers. ACT utilizes T-cells harvested from a patient to treat cancer in that patient. TIL, a kind of anti-tumor T-cells that are naturally present in a patient’s tumors, are collected from individual patient tumor samples. The TIL are then activated and expanded ex vivo and then infused back into the patient to fight their tumor cells. The Company was originally incorporated under the laws of the state of Nevada on September 17, 2007. Until March 2010, we were an inactive company known as Freight Management Corp. On March 15, 2010, we changed our name to Genesis Biopharma, Inc., and in 2011 we commenced our current business. | |
On September 26, 2013, we amended and restated our Articles of Incorporation to, among other things, change our name to Lion Biotechnologies, Inc., effect a 1-for-100 reverse stock split (pro-rata reduction of outstanding shares) of our common stock, After the reverse stock split we increased the number of our authorized number of shares of common stock to 150,000,000 shares, in addition we authorized authorize the issuance of 50,000,000 shares of “blank check” preferred stock, $0.001 par value per share. References in these financial statements and related notes to numbers of shares of common stock, prices per share of common stock, and weighted average number of shares of common stock outstanding prior to the reverse stock splits have been adjusted to reflect the reverse stock splits for all periods presented, unless otherwise noted. | |
The Company is considered a development stage company at December 31, 2014, as the Company has not yet commenced any revenue-generating operations, does not have any cash flows from operations, and is dependent on debt and equity funding to finance its operations. In June 2014, as discussed in Note, 2, the Financial Accounting Standards Board (“FASB”) issued new guidance that removed all incremental financial reporting requirements from generally accepted accounting principles in the United States for development stage entities. The Company early adopted this new guidance effective June 30, 2014, as a result of which all inception-to-date financial information and disclosures have been omitted from this report. | |
Liquidity | |
We are currently engaged in the development of therapeutics to fight cancer, we do not have any commercial products and have not yet generated any revenues from our biopharmaceutical business. We currently do not anticipate that we will generate any revenues during 2015 from the sale or licensing of any products. In addition, we have not generated any revenues from our prior business plans. | |
We have not had any revenues and are still in the development stage. As shown in the accompanying financial statements, we have incurred a net loss of $12,034,709 for the year ended December 31, 2014 and used $8,633,247 of cash in our operating activities during the year ended December 31, 2014. As of December 31, 2014, we had $44,909,147 of cash or cash equivalents on hand, stockholders’ equity of $44,845,087 and had working capital of $43,313,521. | |
During 2015, we expect to further ramp up our operations, which will increase the amount of cash we will use in our operations. Our budget for 2015 includes increased spending on research and development activities, higher payroll expenses as we increase our professional staff, the costs associated with establishing and operating our new Tampa, Florida, research facility, as well as ongoing payments under the Cooperative Research and Development Agreement (CRADA) we have entered into with the National Cancer Institute (NCI). Based on the funds we had available on December 31, 2014, we believe that we have sufficient capital to fund our anticipated operating expenses for at least twenty-four months. | |
In March 2015, the Company sold 9,200,000 shares of its common stock in an underwritten public offering at $8.00 per share for net proceeds of $68.2 million, after deducting expenses of the offering. The closing of the offering took place on March 8, 2015. In December 2014, the Company sold 6,000,000 shares of its common stock in an underwritten public offering at $5.75 per share for net proceeds of $32.2 million after deducting expenses of the offering. The closing of the offering took place on December 22, 2014. On November 5, 2013, we completed a $23.3 million private placement of our securities to various institutional and individual accredited investors. Despite the amount of funds that we have raised, the estimated cost of completing the development of our TIL-based therapy, and of obtaining all required regulatory approvals to market those product candidates, may be substantially greater than the amount of funds we have available. Therefore, while we believe that our existing cash balances will be sufficient to fund our currently planned level of operations for at least twelve months, we will have to obtain additional funds in the future to complete our development plans. We intend to seek this additional funding through various financing sources, including possible sales of our securities, and in the longer term through strategic alliances with other pharmaceutical or biopharmaceutical companies. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Significant Accounting Policies [Text Block] | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES | |
Loss per Share | ||
Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. The Company excludes shares issued but unvested from the calculation of basic loss per share and weighted average shares outstanding. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. For the years ended December 31, 2014 and 2013, the calculations of basic and diluted loss per share are the same because inclusion of potential dilutive securities in the computation would have an anti-dilutive effect due to the net losses. | ||
The potentially dilutive securities at December 31, 2014 consist of options to acquire 1,857,877 shares of the Company’s common stock, warrants to acquire 11,084,426 shares of common stock, and preferred stock that can convert into 2,847,000 shares of common stock. The potentially dilutive securities at December 31, 2013 consisted of options to acquire 278,750 shares of the Company’s common stock,warrants to acquire 12,373,156 shares of common stock, and preferred stock that can be converted into 8,500,000 shares of the Company’s common stock. | ||
Fair Value Measurements | ||
The Company uses various inputs in determining the fair value of certain assets and liabilities and measures these on a recurring basis. Financial assets and liabilities recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by the Financial Accounting Standards Board (the “FASB”) defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets and liabilities: | ||
Level 1—Quoted prices in active markets for identical assets or liabilities. | ||
Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. | ||
Level 3—Unobservable inputs based on the Company's assumptions. | ||
We are required to use observable market data if such data is available, without undue cost and effort. At December 31, 2014 and 2013, the fair value of cash and cash equivalents and accounts payable approximate their carrying values based on their short term nature. | ||
Derivative Financial Instruments | ||
The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. | ||
On May 22, 2013, upon the completed restructuring of the Company’s debt and equity securities (“financial instruments”) (see Notes 4), financial instruments held at that time that were accounted for as a derivative liability were converted into shares of the Company’s common stock. The Company has no derivatives outstanding at the end of 2013 or 2014. | ||
Use of Estimates | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounting for potential liabilities and the assumptions made in valuing stock instruments issued for services. | ||
Stock-Based Compensation | ||
The Company periodically grants stock options and warrants to employees and non-employees in non-capital raising transactions for as compensation for services rendered. The Company accounts for stock option grants to employees based on the authoritative guidance provided by the Financial Accounting Standards Board where the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option grants to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board where the value of the stock compensation is determined based upon the measurement date as at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. | ||
The fair value of the Company's common stock option grants are estimated using a Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. | ||
Cash and Cash Equivalents | ||
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. | ||
Property and Equipment | ||
Property and equipment are stated at cost, net of accumulated depreciation and amortization. The cost of property and equipment is depreciated or amortized on the straight-line method over the following estimated useful lives: | ||
Computer equipment | 2 years | |
Office furniture and equipment | 5 years | |
Lab equipment | 2 years | |
Leasehold improvements | 5 years | |
Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. | ||
Research and Development | ||
Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company's treatments and product candidates. Research and development costs are expensed as incurred over the life of the underlying contracts on the straight-line basis, unless the achievement of milestones, the completion of contracted work, or other information indicates that a different expensing schedule is more appropriate. The Company reviews the status of its research and development contracts on a quarterly basis | ||
Concentrations | ||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash. | ||
The Company maintains cash balances at one bank. At times, the amount on deposit exceeds the federally insured limits. Management believes that the financial institution that holds the Company’s cash is financially sound and, accordingly, minimal credit risk exists. As of December 31, 2014 and 2013, the Company’s cash balances were in excess of insured limits maintained at the bank. | ||
Recent Accounting Pronouncements | ||
On June 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-10 (ASU 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 eliminates the requirement to present inception-to-date information about income statement line items, cash flows, and equity transactions, and clarifies how entities should disclose the risks and uncertainties related to their activities. ASU 2014-10 also eliminates an exception provided to development stage entities in Consolidations (ASC Topic 810) for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The presentation and disclosure requirements in Topic 915 are no longer required for interim and annual reporting periods beginning after December 15, 2014. The revised consolidation standards will take effect in annual periods beginning after December 15, 2015, however, early adoption is permitted. The Company adopted the provisions of ASU 2014-10 starting with its quarterly report on Form 10-Q for the six months ended June 30, 2014. | ||
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently assessing the impact the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting. | ||
In April 2014, the FASB issued Accounting Standards Update No. (ASU) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360). ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition. | ||
In August 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2014-15 on the Company’s financial statement presentation and disclosures. | ||
In November 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The amendments in this ASU do not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. The ASU applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share and is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2014-16 on the Company’s financial statement presentation and disclosures | ||
In January 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-01 (Subtopic 225-20) - Income Statement - Extraordinary and Unusual Items. ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted. | ||
In February, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted. | ||
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not or are not believed by management to have a material impact on the Company's present or future financial statements. | ||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | NOTE 3 - PROPERTY AND EQUIPMENT | |||||||
Property and equipment consisted of the following: | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Computer equipment | $ | 72,368 | $ | 43,758 | ||||
Office furniture and equipment | 112,776 | - | ||||||
Lab equipment | 688,484 | - | ||||||
Leasehold improvements | 762,161 | - | ||||||
Total Property and equipment, cost | 1,635,789 | 43,758 | ||||||
Less: Accumulated depreciation and amortization | -104,223 | -16,002 | ||||||
Property and equipment, net | $ | 1,531,566 | $ | 27,756 | ||||
Depreciation expense for the years ended December 31, 2014 and 2013 was $88,221 and $7,087, respectively. | ||||||||
2013_RESTRUCTURING_OF_DEBT
2013 RESTRUCTURING OF DEBT | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 4. 2013 RESTRUCTURING OF DEBT |
Effective May 22, 2013, the Company completed a restructuring of its unregistered debt and equity securities ( the “Restructuring”) resulting in the issuance of shares of common stock in exchange for (i) the cancellation of the 12% Secured Promissory Notes, (ii) 7% Senior Secured Notes, (iii) September 2012 Secured Promissory Notes, (iv) 18% Notes and certain other indebtedness, (v) and the receipt of $1.35 million from the sale of shares of common stock (the “Restructuring”). To effect the Restructuring, the Company entered into an exchange agreement (the “Exchange Agreement”) and a stock purchase agreement (the “Stock Purchase Agreement”). The Exchange Agreement, Stock Purchase Agreement and the transactions contemplated thereby are described in further detail below. The terms of the Restructuring were determined in negotiations between the Company and the creditors and investors party thereto, and were approved by the Board of Directors, including a majority of the disinterested directors. The securities issued pursuant the Restructuring are exempt from registration under Section 4(2) of the Securities Act of 1933 (the “Securities Act”) and Rule 506 of Regulation D because, among other reasons, all offerees are “accredited investors” under Section 2(15) of the Securities Act, all participants were existing security holders of the Company, and no general solicitation or public advertisement was conducted in connection with the Restructuring. The terms of the Restructuring are as follows: | |
Exchange Agreement | |
Before the Exchange Agreement was entered into on May 22, 2013, the Company had outstanding promissory notes payable, and accrued interest and penalties thereon, in the aggregate amount of $9,267,641. Under the Exchange Agreement, these creditors of the Company converted the outstanding debt into 9,267,641 shares of Common Stock at a conversion price of $1.00 per share. | |
This Exchange Agreement terminated all outstanding promissory notes and warrants originally issued with these notes, and any anti-dilution protection thereunder. In addition, all creditors and placement agents provided a release of all claims against the Company with respect to all rights and ownership of the Debt and warrants, in consideration of the shares issued pursuant to this Exchange Agreement. | |
Stock Purchase Agreement | |
In addition to the exchange agreement, certain creditors entered into a Stock Purchase Agreement that resulted in the sale of 1,100,000 shares of common stock at a price of $1.00 per share. Furthermore, certain creditors purchased an additional of 250,000 shares of Common Stock at a purchase price of $1.00 per share under the exchange agreement, resulting in aggregate subscription of 1,350,000 shares of common stock for proceeds to the Company of $1,240,010, net of legal fees of $109,990. | |
In addition, any investor participating in and purchasing a minimum amount of Common Stock in the financing received, for no further consideration, the number of shares of Common Stock that such Investor would have received in debt or equity transactions if the price per share of Common Stock in prior transactions where they purchased stock or convertible notes would have been $1.00 per share (the “Repricing Issuance”). As such, the Company issued 2,173,134 shares of common stock to these investors, and reflected the fair value of such shares of $2,173,134 (based on a value of a $1.00 per share) as cost to induce the exchange in the accompanying statement of operations for the year ended December 31, 2013. | |
In addition, certain creditors and certain placement agents associated with the Debt, together holding warrants to purchase 40,800 shares of capital stock of the Company, exchanged such warrants and received one share of Common Stock in exchange for each share of capital stock of the Company underlying the warrants. All Investors and other parties holding warrants to purchase 81,934 shares of capital stock of the Company exchanged such warrants and received one share of Common Stock in exchange for each share of capital stock of the Company underlying the warrants. In the aggregate, warrants to acquire 122,734 shares of common stock were cancelled and exchanged for 122,734 shares of common stock, which were valued at $122,734 and reflected as a cost to induce the exchange in the accompanying statement of operations for the year ended December 31, 2013. | |
In the aggregate, the Stock Purchase Agreement resulted in the issuance of 3,645,868 shares of common stock. | |
2013_EQUITY_RESTRUCTURING
2013 EQUITY RESTRUCTURING | 12 Months Ended |
Dec. 31, 2014 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | NOTE 5. 2013 EQUITY RESTRUCTURING |
Pursuant to the Restructuring discussed in Note 3, the Company underwent a significant change in ownership of its shares. Under the Restructuring, certain creditors, Investors, placement agents and consultants were issued approximately 94% of the Company’s outstanding voting equity interests, with Ayer Capital Partners Master Fund, L.P. together with certain of its affiliates (the “Ayer Funds”) and Bristol Investment Fund, Ltd., together with certain of its affiliates (“Bristol”), who owned approximately 41% and 29% respectively of the Company’s outstanding voting securities immediately after the Restructuring. Prior to the Restructuring, control of the Company was widely disseminated among various stockholders, including the Investors. No single shareholder currently holds more than 25.4% of the voting shares after the Restructuring. | |
On May 20, 2013, Martin Schroeder resigned from the Board of Directors. In connection with the Restructuring, on May 22, 2013, Anthony Cataldo, Michael Handelman and William Andrews resigned from our Board of Directors. Finally, on May 24, 2013, our stockholders removed Dr. L. Stephen Coles from the Board and elected Paul Kessler to serve as an additional director on the Board. Mr. Kessler is a director of Bristol Investment Fund, Ltd. and a manager of Bristol Capital, LLC who, collectively, hold approximately 27.5% of our currently outstanding shares of common stock. Under the Restructuring, Bristol converted approximately $2.92 million in Debt (including accrued interest and penalties) into shares of Common Stock, invested $341,111 in the Financing, received a Repricing Issuance, and exchanged 45,325 warrants for shares of capital stock of the Company into shares of Common Stock, collectively resulting in the issuance of approximately 3,910,000 shares of Common Stock to Bristol. | |
Agreement with Lion Biotechnologies, Inc. (Related Party) | |
On July 24, 2013, we entered into an Agreement and Plan of Merger (the “Lion Agreement”) with Lion Biotechnologies, Inc. (“Lion”), a privately owned Delaware corporation, and Genesis Biopharma Sub, Inc., our newly formed Delaware subsidiary. Lion was a non-operating entity with no assets and liabilities, and their only account balances were the shares held by its two (2) owners. | |
In the Lion Agreement, Lion’s stockholders received, in exchange for all of their issued and outstanding shares of common stock, an aggregate of 1,340,000 shares of our Common Stock with a fair value of $6,700,000. The acquisition was done to acquire access to technical and managerial resources to build our current and future products, which we believed would enhance or future operations and enable us to obtain additional funding. The technical resources that we acquired included access to next generation T-cell technologies (including term sheets for such technologies), access to cancer vaccine technologies that Lion was evaluating at Harvard University, NIH, Baylor University and other institutions, and other proprietary technologies and ideas on novel T-cell manufacturing technologies that Lion was designing. The value of these shares of $6,700,000 was recognized and recorded as an expense during the year ended December 31, 2013. | |
In addition, the Lion stockholders had the ability to receive an additional 1,350,000 shares of Common Stock upon the achievement of two milestones related to the Company’s financial performance and position. In November and December 2013 both of the milestones were met and, accordingly, the Company was required to issue the remaining 1,350,000 shares of Common Stock to the Lion Biotechnologies’ former stockholders. These additional shares were issued in the fourth quarter of 2013, and the Company determined their fair value on the dates of issuance to be $9,956,250 in the aggregate, based on the trading prices of the Company’s stock at the date of achievement of the two milestones. The aggregate fair value of all shares issued under the Lion transaction of $16,656,250 was recognized and recorded as Cost of Lion transaction on the Company’s accompanying statement of operations for the year ended December 31, 2013. | |
As part of the Lion transaction, Dr. Manish Singh entered into an employment agreement with us whereby we appointed him as our Chief Executive Officer and Chairman of the Board of the Company. We also agreed to reconstitute our Board of Directors, which changes became effective on September 3, 2013. In connection with his appointment as Chief Executive Officer and Chairman of the Board, we entered into an employment agreement with Dr. Singh pursuant to which we were required to pay Dr. Singh an annual base salary of $34,000 until this Company raised at least $1,000,000 in additional financing. Effective November 6, 2013, upon the closing of a Private Placement with proceeds of $23.3 million to the Company (see Note 5), Dr. Singh’s annual salary increased to $350,000. In addition to his base salary, Dr. Singh was eligible to participate in the Company’s annual incentive compensation program, with a target potential bonus of 30% of Dr. Singh’s salary, conditioned upon the satisfaction of individual and company objectives. Dr. Singh was also entitled to health and other benefits programs and, on July 24, 2014, he was eligible to receive stock option grants under the Company’s stock option plan. | |
On February 5, 2014, the Compensation Committee awarded Dr.Singh, a cash bonus of $100,000 under his Employment Agreement for his services rendered in 2013, which was included in accrued expenses in the accompanying balance sheet as of the year ended December 31, 2013. During the year ended December 31, 2014, the Company’s Compensation Committee awarded Dr. Singh, a cash bonus of $84,000, still pursuant to his Employment Agreement for his services rendered in 2014. | |
On November 12, 2014, Dr. Singh resigned as the member of the Company’s Board of Directors, and effective December 31, 2014, Dr. Singh also resigned as the Company’s Chief Executive Officer. | |
Amended and Restated Articles | |
Effective September 26, 2013, the Company amended and restated its articles of incorporation. The Amended and Restated Articles of Incorporation effected the following: | |
(1) a 1-for-100 reverse stock split (pro-rata reduction of outstanding shares) of Common Stock (the “Reverse Stock Split”). All share and per share amounts included in these financial statements have been retroactively restated to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented. | |
(2) to fix the number of authorized shares of Common Stock after the Reverse Stock Split at one hundred and fifty million (150,000,000) shares of Common Stock, which change resulted in an increase in the authorized number of shares of Common Stock. | |
(3) to authorize the issuance of fifty million (50,000,000) shares of “blank check” preferred stock, $0.001 par value per share, to be issued in series, and all properties of such preferred stock to be determined by the Company’s Board. | |
(4) to change the name of the Company to “Lion Biotechnologies, Inc.” | |
(5) to add indemnification and limit the personal liability of officers and members of the Company’s Board of Directors. | |
Amendment to 2011 Plan | |
The Company’s Board of Directors and the holders of a majority of the issued and outstanding shares of common stock approved an amendment to the Company’s 2011 Equity Incentive Plan (the “2011 Plan”) (a) to increase the number of shares of common stock authorized for issuance under the 2011 Plan from 180,000 shares of common stock to 1,700,000 shares of common stock, (b) increasing the maximum number of shares eligible for issuance under the 2011 Plan in any twelve-month period from 50,000 shares of common stock to 300,000 shares of common stock. | |
Director Stock Awards | |
On July 24, 2013, the Company entered into a Director Stock Award Agreement (the “Award Agreement”) with each of General Merrill McPeak, Matrix Group International, Inc. (on behalf of David Voyticky) (“Matrix”) and Bristol Capital, LLC (on behalf of Paul Kessler) (“Bristol”) whereby General McPeak, Matrix and Bristol each received 133,532 shares of Common Stock or an aggregate of 400,596 shares with a fair value of $2,002,982 for consideration of services rendered as directors and recorded as expense in the accompanying statements of operations for the year ended December 31, 2013. The terms of the Award Agreement were approved by a majority of the Company’s stockholders, including a majority of the disinterested stockholders. The securities issued pursuant the Award Agreement are exempt from registration under Section 4(2) of the Securities Act of 1933 (the “Securities Act”) because, among other reasons, all offerees are “accredited investors” under Section 2(15) of the Securities Act and no general solicitation or public advertisement was conducted in connection with the issuance. | |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 6. STOCKHOLDERS’ EQUITY |
Year Ended December 31, 2014 | |
Public Offering | |
On December 22, 2014 we completed an underwritten public offering of 6,000,000 shares of our common stock at a price of $5.75 per share.. The net proceeds to us from the offering were $32,240,222, after deducting underwriting discounts and commissions and offering expenses payable by us. The offering was made pursuant to a shelf registration statement on Form S-3, which was filed with the SEC on November 20, 2014 and declared effective on December 10, 2014, and a prospectus supplement thereunder. | |
Issuance of common stock for services | |
In January 2014, the Company issued 2,000 shares of common stock with a fair value of $17,700 for services. The shares of common stock issued were valued at the market price on the date of issuance. | |
Issuance of common stock for services with vesting terms | |
During the year ended December 31, 2014, the Company granted 782,500 shares of its restricted common stock to nine of its employees in accordance with the terms of their employment agreements. The 782,500 shares vest over a period of three years. As these shares were granted to employees, the Company calculated the aggregate fair value of these 782,500 shares based on the trading prices of the Company’s stock at their grant dates and determined it to be $4,515,590. The allocable portion of the fair value of the stock that vested during the year ended December 31, 2014 amounted to $1,237,619 and was recognized as expense in the accompanying statements of operations. | |
Shares of restricted stock granted above are subject to forfeiture to the Company or other restrictions that will lapse in accordance with a vesting schedule determined by our Board. In the event a recipient’s employment or service with the Company terminates, any or all of the shares of common stock held by such recipient that have not vested as of the date of termination under the terms of the restricted stock agreement are forfeited to the Company in accordance with such restricted grant agreement. | |
Rights to acquire shares of common stock under the restricted stock purchase or grant agreement shall be transferable by the recipient only upon such terms and conditions as are set forth in the restricted stock agreement, as the Board shall determine in its discretion, so long as shares of common stock awarded under the restricted stock agreement remains subject to the terms of the such agreement. | |
Issuance of common stock upon conversion of preferred stock | |
During the year ended December 31, 2014, the Company issued 5,653,000 shares of common stock upon the conversion of 11,306 shares of Series A Convertible Preferred Stock. The conversion shares issued was determined on a formula basis of 500 common shares for each Series A Convertible Preferred Stock held. | |
Year ended December 31, 2013 | |
Sale of Common stock, Series A Convertible Preferred Stock, and Warrants to Purchase Shares of Common Stock under a Private Placement. | |
On October 30, 2013, the Company, entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the institutional and other accredited investors identified therein (each, an “Investor” and collectively, the “Investors”), relating to a private placement (the “Private Placement”) through the sale of the Company’s Common stock, Series A Convertible Preferred Stock ("Preferred stock"), and Warrants to Purchase Common Stock (“Warrants”) for an aggregate gross proceeds of $23,290,600. Under the Securities Purchase Agreement, the Investors agreed to purchase units consisting of either (i) 3,145,300 shares of Common Stock, and Warrants to purchase an aggregate of 3,145,300 shares of Common stock at a purchase price of $2.00 per unit resulting in gross proceeds of $6,290,600; or (ii) 17,000 shares of Series A Convertible Preferred Stock, and Warrants to purchase 8,500,000 shares of Common Stock at a purchase price of $1,000 per unit, resulting in gross proceeds to the Company of $17,000,000. | |
In connection with the Private Placement, the Company incurred $1,495,037 of direct offering costs, resulting in net proceeds to the Company of $21,795,563. In addition, the Company granted warrants to purchase an aggregate of 726,856 shares of the Company’s common stock to the placement agents. | |
The Warrants are exercisable in whole or in part, at an initial exercise price per share of $2.50, and may be exercised in a cashless exercise if, after six months, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant shares. The exercise price and number of shares of Common Stock issuable under the Warrants are subject to adjustments for stock dividends, splits, combinations and similar events. The Warrants may be exercised at any time upon the election of the holder, beginning on the date of issuance and ending on the fifth anniversary of the date of issuance. | |
Series A Convertible Preferred Stock | |
A total of 17,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) have been authorized for issuance under the Certificate Of Designation Of Preferences And Rights Of Series A Convertible Preferred Stock (the “Certificate of Designation”). The shares of Series A Preferred Stock have a stated value of $1,000 per share and are initially convertible into shares of Common Stock at a price of $2.00 per share (subject to adjustment as described below). Under the Certificate of Designation, the holders of the Series A Preferred Stock have the following rights, preferences and privileges: | |
The Series A Preferred Stock may, at the option of the Investor, be converted at any time or from time to time into fully paid and non-assessable shares of Common Stock at the conversion price in effect at the time of conversion; provided, that a holder of Series A Preferred Stock may at any given time convert only up to that number of shares of Series A Preferred Stock so that, upon conversion, the aggregate beneficial ownership of the Company’s Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of such Investor and all persons affiliated with such Investor, is not more than 4.99% of the Company’s Common Stock then outstanding (subject to adjustment up to 9.99% solely at the Investor’s discretion upon 60 days’ prior notice). The number of shares into which one share of Series A Preferred Stock shall be convertible is determined by dividing the stated value of $1,000 per share by the initial Conversion Price. The "Conversion Price" per share for the Series A Preferred Stock is initially equal to $2.00 (subject to appropriate adjustment for certain events, including stock splits, stock dividends, combinations, recapitalizations or other recapitalizations affecting the Series A Preferred Stock). | |
The Series A Preferred Stock will automatically be converted into Common Stock at the then applicable Conversion Price (i) upon the written consent of the Investors holding at least a majority of the outstanding shares of Series A Preferred Stock or (ii) if required by the Company for the Company to list its Common Stock on a national securities exchange; provided, any such conversions will continue to be limited by, and subject to the beneficial ownership conversion limitations set forth above. | |
Except as otherwise required by law, the holders of shares of Series A Preferred Stock shall not have the right to vote on matters that come before the stockholders; provided, that the Company will not, without the prior written consent of a majority of the outstanding Series A Preferred Stock: (i) amend, alter, or repeal any provision of the Articles of Incorporation (including the Certificate of Designation setting forth the rights of the Series A Preferred Stock) or Bylaws in a manner adverse to the Series A Preferred Stock; (ii) create or authorize the creation of or issue any other security convertible into or exercisable for any equity security, having rights, preferences or privileges senior to or on parity with the Series A Preferred Stock, or increase the authorized number of shares of Series A Preferred Stock; (iii) issue or sell any equity or debt securities for one year after the initial sale of the Series A Preferred Stock, subject to certain specified and other customary exceptions; or (iv) enter into any agreement with respect to any of the foregoing. | |
In the event of any dissolution or winding up of the Company, whether voluntary or involuntary, the proceeds shall be paid pari passu among the holders of the shares of Common Stock and Preferred Stock, pro rata based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to Common Stock. | |
The Company may not declare, pay or set aside any dividends on shares of any class or series of capital stock of the Company (other than dividends on shares of Common Stock payable in shares of Common Stock) unless the holders of the Series A Preferred Stock shall first receive, or simultaneously receive, an equal dividend on each outstanding share of Series A Preferred Stock. | |
In accordance with ASC 470-20, the Company determined that the common stock into which the Series A Preferred on the date of issuance of the Series A Preferred was convertible at less than the fair value of the common shares using the relative fair method, resulting in a beneficial conversion feature that the Company recognized as an increase to additional paid-in capital and a deemed dividend to the Series A Preferred stockholders of $8,461,627. | |
Issuance of common stock for services | |
On October 31, 2013, the Company granted 50,000 shares of common stock for consulting services. These shares were valued at $274,000 based on the trading price of the Company’s common stock at the date of the agreement. | |
On November 14, 2013, the Company also issued 5,747 shares of common stock to a creditor as payment for outstanding obligations. The fair value of the 5,747 shares issued was $25,000 based on the trading price of the Company’s common stock at the date of settlement of the obligation, which was reduced by the total fair value of the shares issued of $25,000. | |
STOCK_OPTIONS_AND_WARRANTS
STOCK OPTIONS AND WARRANTS | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 7. STOCK OPTIONS AND WARRANTS | ||||||||||||
Stock Options | |||||||||||||
As of October 14, 2011, the Company’s Board of Directors, based upon the approval and recommendation of the Compensation Committee, approved by unanimous written consent the Company’s 2011 Equity Incentive Plan (the “2011 Plan”) and form of option agreements for grants under the 2011 Plan. Employees, directors, consultants and advisors of the Company are eligible to participate in the 2011 Plan. The 2011 Plan will be administered by the Board of Directors or the Company’s Compensation Committee and has 1,900,000 shares of common stock reserved for issuance in the form of non-qualified options, restricted stock and the grant appreciation rights. No person eligible to participate in the 2011 Plan shall be granted options or other awards during a twelve month period that exceeds 300,000 shares. No options, restricted stock or stock appreciation rights may be granted after ten years of the adoption of the 2011 Plan by the Board of Directors, nor may any option have a term of more than ten years from the date of grant. The exercise price of non qualified options and the base value of a stock appreciation right shall not be less than the fair market value of the common stock on the date of grant. The Company’s stockholders did not approve the 2011 Plan within the required one-year period. Accordingly, the Company cannot grant incentive stock options under the 2011 Plan. | |||||||||||||
A summary of the status of stock options at December 31, 2014 and 2013, and the changes during the year then ended, is presented in the following table: | |||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Shares | Average | Remaining | Aggregate | ||||||||||
Under | Exercise | Contractual | Intrinsic | ||||||||||
Option | Price | Life | Value | ||||||||||
Outstanding at January 1, 2013 | 93,750 | $ | 109 | 8.5 years | $ | 217,063 | |||||||
Granted | 225,000 | 104 | |||||||||||
Exercised | |||||||||||||
Expired/Forfeited/Cancelled | -40,000 | 92 | |||||||||||
Outstanding at December 31, 2013 | 278,750 | $ | 23.1 | 9.1 years | $ | 1,176,063 | |||||||
Granted | 1,604,127 | 6.58 | 8.5 years | ||||||||||
Exercised | - | ||||||||||||
Expired/Forfeited/Cancelled | -25,000 | 125 | 7.0 years | ||||||||||
Outstanding at December 31, 2014 | 1,857,877 | $ | 7.31 | 8.5 years | $ | 2,874,378 | |||||||
Exercisable at December 31, 2014 | 305,163 | $ | 12.2 | 7.8 years | $ | 472,127 | |||||||
During the year ended December 31, 2014, the Company granted employees and directors options to purchase an aggregate of 1,544,127 shares of the Company’s common stock that expire ten years from date of grant, with vesting periods ranging from 12 months to 36 months. The fair value of each option award was estimated on the date of grant using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rates ranging from 218% to 236%, (ii) discount rates ranging from 2% to 3%, (iii) zero expected dividend yield, and (iv) expected life ranging from 5 years to 7 years, which is the average of the term of the option and the vesting period. The total fair value of these option grants to employees at grant dates was approximately $10,193,000. | |||||||||||||
During the year ended December 31, 2013, the Company granted employees and directors options to purchase an aggregate of 140,000 shares of the Company’s common stock that expire ten years from date of grant, with vesting periods ranging from 9 months to 24 months. The fair value of each option award was estimated on the date of grant using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rate of 236% (ii) discount rate of 2.67% (iii) zero expected dividend yield, and (iv) expected life of ranging from 5.38 to 6 years, which are the average of the term of the option and the vesting period. The total fair value of these option grants to employees and directors at grant dates was approximately $1,200,000. | |||||||||||||
During the year ended December 31, 2014, the Company also granted consultants options to purchase 60,000 shares of the Company’s common stock that expire 4 years from date of grant, and all of which vested immediately at grant dates. The fair value of these options granted to consultants was estimated, as the options vest, using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rate of 236%, (ii) discount rate of 1.5%, (iii) zero expected dividend yield, and (iv) expected life of 4 years. The total fair value of these option grants to consultants at current valuation date was approximately $323,000. | |||||||||||||
During the year ended December 31, 2013, the Company also granted a consultant option to purchase 5,000 shares of the Company’s common stock that expire 5 years from date of grant, and vested immediately at grant date. The fair value of this option granted to consultant was estimated, as the options vest, using the Black-Scholes option pricing model based on the following assumptions: (i) volatility rate of 236%, (ii) discount rate of 2.67 %, (iii) zero expected dividend yield, and (iv) expected life of 5 years. The total fair value of these option grants to consultants at current valuation date was approximately $28,000. | |||||||||||||
During the years ended December 31, 2014 and 2013, the Company recorded compensation costs of $2,558,512 and $747,241, respectively, relating to the vesting of the stock options. As of December 31, 2014, the aggregate value of unvested options was approximately $9,000,000, which will continue to be amortized as compensation cost as the options vest over terms ranging from three months to three years, as applicable. | |||||||||||||
Warrants | |||||||||||||
A summary of the status of stock warrants at December 31, 2014, and the changes during the year then ended, is presented in the following table: | |||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Shares | Average | Remaining | Aggregate | ||||||||||
Under | Exercise | Contractual | Intrinsic | ||||||||||
Warrants | Price | Life | Value | ||||||||||
Outstanding at January 1, 2013 | 108,734 | 123 | 3.5 years | - | |||||||||
Issued | 12,387,156 | 2.5 | |||||||||||
Exercised | |||||||||||||
Expired | -122,734 | ||||||||||||
Outstanding at December 31, 2013 | 12,373,156 | $ | 2.51 | 4.11 years | $ | 31,056,390 | |||||||
Issued | - | ||||||||||||
Exercised | -1,288,730 | 2.5 | |||||||||||
Expired | - | ||||||||||||
Outstanding and exercisable at December 31, 2014 | 11,084,426 | $ | 2.51 | 3.85 years | $ | 59,517,998 | |||||||
The Company issued warrants to purchase an aggregate 12,372,156 shares of the Company’s common stock, in connection with the sale of its securities for cash under the October 30, 2013 Private Placement (see Note 6). All of these warrant grants have an exercise price per share of $2.50, were fully vested, and will expire in 2018 | |||||||||||||
During the year ended December 31, 3014, 1,288,730 warrants were exercised to purchase an aggregate of 1,288,730 shares of the Company’s common stock for total proceeds to the Company of $3,221,825 based on the warrants’ exercise price of $2.50 per share. | |||||||||||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Tax Disclosure [Text Block] | NOTE 8. INCOME TAXES | |||||||
The Company has no tax provision for any period presented due to our history of operating losses. As of December 31, 2014, the Company had net operating loss carry forwards of approximately $24,557,630 that may be available to reduce future years' taxable income through 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as management has determined that their realization is not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. | ||||||||
Significant components of the Company’s deferred income tax assets are as follows as of: | ||||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Deferred income tax asset: | ||||||||
Net operating loss carry forward | $ | 8,428,156 | $ | 3,679,022 | ||||
Valuation allowance | -8,428,156 | -3,679,022 | ||||||
Net deferred income tax asset | $ | — | $ | — | ||||
Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: | ||||||||
Year Ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Federal Statutory tax rate | -34 | % | -34 | % | ||||
State tax, net of federal benefit | -5 | % | -5 | % | ||||
-39 | % | -39 | % | |||||
Valuation allowance | 39 | % | 39 | % | ||||
Effective tax rate | - | % | - | % | ||||
The Company adopted accounting rules which address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under these rules, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. These accounting rules also provide guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of December 31, 2014, no liability for unrecognized tax benefits was required to be recorded. | ||||||||
LICENSES_AND_COMMITMENTS
LICENSES AND COMMITMENTS | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies Disclosure [Text Block] | NOTE 9. LICENSES AND COMMITMENTS | ||||
National Institutes of Health and the National Cancer Institute | |||||
Effective August 5, 2011, the Company signed a Cooperative Research and Development Agreement (CRADA) with the National Institutes of Health and the National Cancer Institute (NCI). Under the terms of the five-year cooperative research and development agreement, the Company will work with Steven A. Rosenberg, M.D., Ph.D., chief of NCI’s Surgery Branch, to develop adoptive cell immunotherapies that are designed to destroy metastatic melanoma cells using a patient’s tumor infiltrating lymphocytes. | |||||
The Company will pay the NCI $250,000 per quarter ($1,000,000 per year) under the CRADA for Dr. Rosenberg to use for technical, statistical, and administrative support, and research activities, as well as to pay for supplies and travel expenses. Although the CRADA has a five year term, either party to the CRADA has the right to terminate the CRADA upon 60 days’ notice to the other party. | |||||
During the years ended December 31, 2014 and 2013, the Company recognized $1,000,000 and $1,000,000, respectively, of CRADA expenses, which were recorded as part of research and development expenses in the statement of operations. As of December 31, 2014, $250,000 of these CRADA expenses were outstanding and included in the balance of accrued expenses on the accompanying balance sheet. | |||||
National Institutes of Health | |||||
Effective October 5, 2011, the Company entered into a Patent License Agreement (the “License Agreement”) with the National Institutes of Health, an agency of the United States Public Health Service within the Department of Health and Human Services (“NIH”). Pursuant to the License Agreement, NIH granted to the Company a non-exclusive worldwide right and license to develop and manufacture certain proprietary autologous tumor infiltrating lymphocyte adoptive cell therapy products for the treatment of metastatic melanoma, ovarian cancer, breast cancer, and colorectal cancer. The License Agreement required the Company to pay the NIH approximately $723,000 of upfront licensing fees and expense reimbursements in 2011, which amounts were included in Research and Development expenses in fiscal 2011. In addition, the Company will have to pay royalties of six percent (6%) of net sales (subject to certain annual minimum royalty payments), a percentage of revenues from sublicensing arrangements, and lump sum benchmark royalty payments on the achievement of certain clinical and regulatory milestones for each of the various indications and other direct cost incurred by NIH pursuant to the agreement. The Company initially intends to focus on the development of licensed products in the metastatic melanoma field of use. If the Company achieves all benchmarks for metastatic melanoma, up to and including the product’s first commercial sale in the United States, the total amount of such benchmark payments will be $6,050,000. The benchmark payments for the other three indications, if all benchmarks are achieved, will be $6,050,000 for ovarian cancer, $12,100,000 for breast cancer, and $12,100,000 for colorectal cancer. Accordingly, if the Company achieves all benchmarks for all four licensed indications, the aggregate amount of benchmark royalty payments that the Company will have to make to NIH will be $36,300,000. | |||||
During the years ended December 31, 2014 and 2013, there were no net sales subject to certain annual minimum royalty payments or sales that would require us to pay a percentage of revenues from sublicensing arrangements. In addition there were no benchmarks or milestones achieved that would require payment under the lump sum benchmark royalty payments on the achievement of certain clinical and regulatory milestones for each of the various indications. | |||||
During the years ended December 31, 2014 and 2013, the Company recognized $52,662 and $329,367, respectively, under the License Agreement with NIH, which were recorded as part of research and development expenses in the statement of operations for the years then ended. As of December 31, 2014 and 2013, $0 and $941,659 of these NIH expenses, respectively, were outstanding and included in the balance of accrued expenses on the accompanying balance sheets of the years then ended. | |||||
Exclusive License Agreement | |||||
On July 21, 2014, the Company entered into an Exclusive License Agreement (the “Moffitt License Agreement”), effective as of June 28, 2014, with the H. Lee Moffitt Cancer Center and Research Institute, Inc. (“Moffitt”) under which the Company received an exclusive, world-wide license to Moffitt’s rights in and to two patent-pending technologies related to methods for improving tumor-infiltrating lymphocytes for adoptive cell therapy. Unless earlier terminated, the term of the license extends until the earlier of the expiration of the last patent related to the licensed technology or 20 years after the effective date of the license agreement. | |||||
Pursuant to the Moffitt License Agreement, the Company paid an upfront licensing fee of $25,000 within 30 days of the effective date of the Moffitt License Agreement, which was recognized as research and development expense during the year ended December 31, 2014. A patent issuance fee will also be payable under the Moffitt License Agreement, upon the issuance of the first U.S. patent covering the subject technology. In addition, the Company agreed to pay milestone license fees upon completion of specified milestones, customary royalties based on a specified percentage of net sales (which percentage is in the low single digits) and sublicensing payments, as applicable, and annual minimum royalties beginning with the first sale of products based on the licensed technologies, which minimum royalties will be credited against the percentage royalty payments otherwise payable in that year. The Company will also be responsible for all costs associated with the preparation, filing, maintenance and prosecution of the patent applications and patents covered by the Moffitt License Agreement related to the treatment of any cancers in the United States, Europe and Japan and in other countries selected that the Company and Moffitt agreed to. | |||||
Manufacturing Service Agreement | |||||
In December 2011, the Company entered into a Manufacturing Services Agreement with Lonza Walkersville, Inc. (Lonza) pursuant to which Lonza has agreed to manufacture, package, ship and perform quality assurance and quality control of our TIL therapy. This agreement was amended on March 13, 2014. Lonza has commenced developing a commercial-scale manufacturing process for the TIL therapy. The goal is to develop and establish a manufacturing process for the large-scale production of TIL that is in accord with current Good Manufacturing Practices (cGMP). | |||||
On June 1, 2014 we issued a new statement of work (SOW) to Lonza under the Manufacturing Services Agreement. The total cost for services to be provided under the SOW is approximately $738,000. During the year ended December 31, 2014, the Company recognized $890,684 of expenses under the Manufacturing Services Agreement with Lonza, which included a $100,000 in upfront costs required under the (SOW), and were recorded as part of research and development expenses in the statement of operations for the year then ended. | |||||
In September, 2015 we entered into a research collaboration agreement with the H. Lee Moffitt Cancer Center and Research Institute, Inc. to jointly engage in transitional research and development of adoptive tumor-infiltrating lymphocyte cell therapy with improved anti-tumor properties and process. The total obligation under the agreement is $1,432,797 with 25%, or $358,199, paid at execution. | |||||
Tampa Lease | |||||
On July 18, 2014, the Company entered into a five -year lease with the University of South Florida Research Foundation for an approximately 5,200 square foot facility located at 3802 Spectrum Boulevard Tampa, Florida 33612. The new facility is part of the University of South Florida research park and will be used as the Company’s research and development facilities. The new space currently is being developed and furbished for the Company’s research needs and we took possession of the premise in January 2015. Accordingly, we did not recognize any rent expense on this lease until January 2015. The monthly base rent for this facility during the first year of the lease is $10,443, which amount will increase by 3% annually. The Company has the option to extend the lease term of this facility for an additional five-year period on the same terms and conditions, except that the base rent for the renewal term will be increased in accordance with the applicable consumer price index. | |||||
The minimum lease payments are as follows: | |||||
Year | Amount | ||||
2015 | $ | 125,316 | |||
2016 | 129,075 | ||||
2017 | 132,948 | ||||
2018 | 135,936 | ||||
2019 | $ | 141,044 | |||
664,319 | |||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 10. RELATED PARTY TRANSACTIONS |
Accrued Payroll and Fees | |
As of December 31, 2014 and 2013, the Company had accrued the unpaid salaries of its officers and fees due to former members of the Company’s board of directors in the amount of $85,500 and $338,731, respectively. | |
Settlement with Mr. Cataldo | |
On June 19, 2013, the Company entered into a Settlement Agreement and General Release of All Claims (the “Settlement Agreement”) with Anthony Cataldo, this Company’s former Chief Executive Officer. Under the Settlement Agreement, the Company agreed to pay Mr. Cataldo a cash payment of $370,000 when the Company obtains financing of more than $5,000,000. The $370,000 was to be paid as follows: (a) a payment of $120,000, less all appropriate federal and state income and employment taxes, would be paid in cash, and (b) and another payment of $250,000, less all appropriate federal and state income and employment taxes, would be paid in the same securities as sold in the next financing. On November 5, 2013, the Company completed a financing of more than $5,000,000 and, as a result, the foregoing $370,000 payment became due and payable. On November 18, 2013, the Company and Mr. Cataldo agreed to revise the terms of the Settlement Agreement and to reduce the foregoing $370,000 payment to $250,000, payable in cash as payment in full for all amounts owed to him under the Settlement Agreement. The $250,000 payment was made in the year ended December 31, 2013. | |
LEGAL_PROCEEDINGS
LEGAL PROCEEDINGS | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters and Contingencies [Text Block] | NOTE 11. LEGAL PROCEEDINGS |
On April 23, 2014, the Company received a subpoena from the Securities Exchange Commission (the “SEC”) that stated that the staff of the SEC is conducting an investigation In the Matter of Galena Biopharma, Inc. File No. HO 12356 (now known as “In the Matter of Certain Stock Promotions”) and that the subpoena was issued to the Company as part of the foregoing investigation. The SEC’s subpoena and accompanying letter do not indicate whether the Company is, or is not, under investigation. The Company has contacted the SEC’s staff regarding the subpoena, and the Company is cooperating with the SEC. | |
The subpoena requires the Company to give the SEC, among other materials, all communications between anyone at the Company and certain persons and entities (which include investor-relations firms and persons associated with the investor-relations firms), all documents related to the listed persons and entities, all articles regarding the Company posted on certain equity research or other financial websites, and documents and communications related to individuals who post or have posted articles regarding the Company on equity research or other financial websites. | |
Theorem Group, LLC vs. Lion Biotechnologies, Inc. (Case No.: BC550529). On July 2, 2014, Theorem Group, LLC filed a complaint for damages against the Company in the Superior Court of the State of California, Los Angeles County. Prior to relocating its offices to its current location in Woodland Hills, California, the Company subleased its offices from Theorem Group, LLC. In addition, Theorem Group, LLC occasionally made loans to the Company. In its complaint, Theorem Group, LLC alleges that the Company breached the sublease and owes Theorem Group, LLC $138,719 under the sublease for unpaid rent and other expenses. In addition, Theorem Group, LLC alleges that it made a $10,000 loan to the Company on March 18, 2013, and that Theorem Group, LLC and the Company orally agreed that Theorem Group, LLC could convert the $10,000 loan in the May 2013 restructuring into shares of the Company’s common stock (which conversion was at a price of $1.00 per share). Theorem Group, LLC alleges that the $10,000 loan was neither repaid nor converted in the restructuring and, as a result, that Theorem Group, LLC is entitled to damages of $150,000. The foregoing complaint was served on July 23, 2014. On November 12, 2014, the matter was settled for $110,000, for which the Company has provided for in accrued expenses on the accompanying December 31, 2014 balance sheet. | |
There are no other pending legal proceedings to which the Company is a party or of which its property is the subject. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 12. SUBSEQUENT EVENTS |
Amendment to NIH/NCI CRADA | |
On January 22, 2015, we executed an amendment (the “Amendment”) to the CRADA we have with the NIH and NCI to include four new indications. As amended, in addition to metastatic melanoma, the CRADA now also includes the development of TIL therapy for the treatment of patients with bladder, lung, triple-negative breast, and HPV-associated cancers. Under the Amendment, the NCI also has agreed to provide us with samples of all tumors covered by the Amendment for performing studies related to improving TIL selection and/or TIL scale-out production and process development. | |
To fund the NCI’s expanded development efforts and support, the annual payments we are required to make to the NCI have increased from $1 million to $2 million, to be paid in quarterly installments of $500,000. We paid the first quarterly installment of a prorated amount in February 2015. | |
Amendment to NIH License Agreement | |
On February 9, 2015, we entered into an amendment to our License Agreement with the NIH pursuant to which our non-exclusive license to melanoma was converted into an exclusive license. | |
In consideration for the exclusive rights granted under the amendment to the License Agreement, we agreed to pay the NIH a non-refundable upfront licensing fee of $350,000 within 60 days after the effective date of the amendment, to pay customary royalties based on a percentage of net sales (which percentage is in the mid-single digits), a percentage of revenues from sublicensing arrangements, and lump sum benchmark payments upon the successful completion of our first Phase 2 clinical study, the successful completion of our first Phase 3 clinical study, the receipt of the first FDA approval or foreign equivalent for a licensed product or process resulting from the licensed technologies, the first commercial sale of a licensed product or process in the United States, and the first commercial sale of a licensed product or process in any foreign country. | |
Exclusive License to Next-Generation TIL Technologies | |
On February 10, 2015, we entered into an exclusive Patent License Agreement with the NIH under which we received an exclusive, world-wide license to the NIH’s rights in and to two patent-pending technologies related to methods for improving tumor-infiltrating lymphocytes for adoptive cell therapy. The licensed technologies relate to the more potent and efficient production of TIL from melanoma tumors by selecting for T-cell populations that express various inhibitory receptors. Unless terminated sooner, the license shall remain in effect until the last licensed patent right expires. | |
In consideration for the exclusive rights granted under the exclusive Patent License Agreement, we agreed to pay the NIH a non-refundable upfront licensing fee of $40,000 within 60 days after the effective date of the agreement, and to pay customary royalties based on a percentage of net sales (which percentage is in the mid-single digits), a percentage of revenues from sublicensing arrangements, and lump sum benchmark payments upon the successful completion of our first Phase 2 clinical study, the successful completion of our first Phase 3 clinical study, the receipt of the first FDA approval or foreign equivalent for a licensed product or process resulting from the licensed technologies, the first commercial sale of a licensed product or process in the United States, and the first commercial sale of a licensed product or process in any foreign country. | |
March 2015 Public Offering | |
March 3, 2015 we completed an underwritten public offering of 9,200,000 shares of our common stock at a price of $8.00 per share of common stock. The net proceeds to us from the offering were $68.2 million, after deducting underwriting discounts and commissions and offering expenses. The offering was made pursuant to our existing shelf registration statement on Form S-3, including a base prospectus, which was filed with the SEC on November 20, 2014 and declared effective on December 10, 2014, a preliminary prospectus supplement thereunder, and a registration statement on Form S-3 filed with the SEC on February 26, 2015. | |
Share Issuances | |
In the first quarter of 2015, the Company received $329,875 in cash from the exercise of warrants for the purchase of 131,950 shares of its common stock. | |
In the first quarter of 2015, the Company issued 1,000,000 common shares upon the exercise of 2,000 preferred shares. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Earnings Per Share, Policy [Policy Text Block] | Loss per Share | |
Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. The Company excludes shares issued but unvested from the calculation of basic loss per share and weighted average shares outstanding. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. For the years ended December 31, 2014 and 2013, the calculations of basic and diluted loss per share are the same because inclusion of potential dilutive securities in the computation would have an anti-dilutive effect due to the net losses. | ||
The potentially dilutive securities at December 31, 2014 consist of options to acquire 1,857,877 shares of the Company’s common stock, warrants to acquire 11,084,426 shares of common stock, and preferred stock that can convert into 2,847,000 shares of common stock. The potentially dilutive securities at December 31, 2013 consisted of options to acquire 278,750 shares of the Company’s common stock,warrants to acquire 12,373,156 shares of common stock, and preferred stock that can be converted into 8,500,000 shares of the Company’s common stock. | ||
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value Measurements | |
The Company uses various inputs in determining the fair value of certain assets and liabilities and measures these on a recurring basis. Financial assets and liabilities recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by the Financial Accounting Standards Board (the “FASB”) defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets and liabilities: | ||
Level 1—Quoted prices in active markets for identical assets or liabilities. | ||
Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. | ||
Level 3—Unobservable inputs based on the Company's assumptions. | ||
We are required to use observable market data if such data is available, without undue cost and effort. At December 31, 2014 and 2013, the fair value of cash and cash equivalents and accounts payable approximate their carrying values based on their short term nature. | ||
Derivatives, Policy [Policy Text Block] | Derivative Financial Instruments | |
The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. | ||
On May 22, 2013, upon the completed restructuring of the Company’s debt and equity securities (“financial instruments”) (see Notes 4), financial instruments held at that time that were accounted for as a derivative liability were converted into shares of the Company’s common stock. The Company has no derivatives outstanding at the end of 2013 or 2014. | ||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include accounting for potential liabilities and the assumptions made in valuing stock instruments issued for services. | ||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation | |
The Company periodically grants stock options and warrants to employees and non-employees in non-capital raising transactions for as compensation for services rendered. The Company accounts for stock option grants to employees based on the authoritative guidance provided by the Financial Accounting Standards Board where the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option grants to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board where the value of the stock compensation is determined based upon the measurement date as at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. | ||
The fair value of the Company's common stock option grants are estimated using a Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. | ||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents | |
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. | ||
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment | |
Property and equipment are stated at cost, net of accumulated depreciation and amortization. The cost of property and equipment is depreciated or amortized on the straight-line method over the following estimated useful lives: | ||
Computer equipment | 2 years | |
Office furniture and equipment | 5 years | |
Lab equipment | 2 years | |
Leasehold improvements | 5 years | |
Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. | ||
Research and Development Expense, Policy [Policy Text Block] | Research and Development | |
Research and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses relating to the acquisition, design, development and testing of the Company's treatments and product candidates. Research and development costs are expensed as incurred over the life of the underlying contracts on the straight-line basis, unless the achievement of milestones, the completion of contracted work, or other information indicates that a different expensing schedule is more appropriate. The Company reviews the status of its research and development contracts on a quarterly basis | ||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations | |
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash. | ||
The Company maintains cash balances at one bank. At times, the amount on deposit exceeds the federally insured limits. Management believes that the financial institution that holds the Company’s cash is financially sound and, accordingly, minimal credit risk exists. As of December 31, 2014 and 2013, the Company’s cash balances were in excess of insured limits maintained at the bank. | ||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements | |
On June 10, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-10 (ASU 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 eliminates the requirement to present inception-to-date information about income statement line items, cash flows, and equity transactions, and clarifies how entities should disclose the risks and uncertainties related to their activities. ASU 2014-10 also eliminates an exception provided to development stage entities in Consolidations (ASC Topic 810) for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The presentation and disclosure requirements in Topic 915 are no longer required for interim and annual reporting periods beginning after December 15, 2014. The revised consolidation standards will take effect in annual periods beginning after December 15, 2015, however, early adoption is permitted. The Company adopted the provisions of ASU 2014-10 starting with its quarterly report on Form 10-Q for the six months ended June 30, 2014. | ||
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently assessing the impact the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting. | ||
In April 2014, the FASB issued Accounting Standards Update No. (ASU) 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360). ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations. Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014. The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition. | ||
In August 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2014-15 on the Company’s financial statement presentation and disclosures. | ||
In November 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. The amendments in this ASU do not change the current criteria in U.S. GAAP for determining when separation of certain embedded derivative features in a hybrid financial instrument is required. The amendments clarify that an entity should consider all relevant terms and features, including the embedded derivative feature being evaluated for bifurcation, in evaluating the nature of the host contract. The ASU applies to all entities that are issuers of, or investors in, hybrid financial instruments that are issued in the form of a share and is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2014-16 on the Company’s financial statement presentation and disclosures | ||
In January 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-01 (Subtopic 225-20) - Income Statement - Extraordinary and Unusual Items. ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted. | ||
In February, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted. | ||
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not or are not believed by management to have a material impact on the Company's present or future financial statements. | ||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following: | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Computer equipment | $ | 72,368 | $ | 43,758 | ||||
Office furniture and equipment | 112,776 | - | ||||||
Lab equipment | 688,484 | - | ||||||
Leasehold improvements | 762,161 | - | ||||||
Total Property and equipment, cost | 1,635,789 | 43,758 | ||||||
Less: Accumulated depreciation and amortization | -104,223 | -16,002 | ||||||
Property and equipment, net | $ | 1,531,566 | $ | 27,756 | ||||
STOCK_OPTIONS_AND_WARRANTS_Tab
STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the status of stock options at December 31, 2014 and 2013, and the changes during the year then ended, is presented in the following table: | ||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Shares | Average | Remaining | Aggregate | ||||||||||
Under | Exercise | Contractual | Intrinsic | ||||||||||
Option | Price | Life | Value | ||||||||||
Outstanding at January 1, 2013 | 93,750 | $ | 109 | 8.5 years | $ | 217,063 | |||||||
Granted | 225,000 | 104 | |||||||||||
Exercised | |||||||||||||
Expired/Forfeited/Cancelled | -40,000 | 92 | |||||||||||
Outstanding at December 31, 2013 | 278,750 | $ | 23.1 | 9.1 years | $ | 1,176,063 | |||||||
Granted | 1,604,127 | 6.58 | 8.5 years | ||||||||||
Exercised | - | ||||||||||||
Expired/Forfeited/Cancelled | -25,000 | 125 | 7.0 years | ||||||||||
Outstanding at December 31, 2014 | 1,857,877 | $ | 7.31 | 8.5 years | $ | 2,874,378 | |||||||
Exercisable at December 31, 2014 | 305,163 | $ | 12.2 | 7.8 years | $ | 472,127 | |||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the status of stock warrants at December 31, 2014, and the changes during the year then ended, is presented in the following table: | ||||||||||||
Weighted | |||||||||||||
Weighted | Average | ||||||||||||
Shares | Average | Remaining | Aggregate | ||||||||||
Under | Exercise | Contractual | Intrinsic | ||||||||||
Warrants | Price | Life | Value | ||||||||||
Outstanding at January 1, 2013 | 108,734 | 123 | 3.5 years | - | |||||||||
Issued | 12,387,156 | 2.5 | |||||||||||
Exercised | |||||||||||||
Expired | -122,734 | ||||||||||||
Outstanding at December 31, 2013 | 12,373,156 | $ | 2.51 | 4.11 years | $ | 31,056,390 | |||||||
Issued | - | ||||||||||||
Exercised | -1,288,730 | 2.5 | |||||||||||
Expired | - | ||||||||||||
Outstanding and exercisable at December 31, 2014 | 11,084,426 | $ | 2.51 | 3.85 years | $ | 59,517,998 | |||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of the Company’s deferred income tax assets are as follows as of: | |||||||
December 31, | December 31, | |||||||
2014 | 2013 | |||||||
Deferred income tax asset: | ||||||||
Net operating loss carry forward | $ | 8,428,156 | $ | 3,679,022 | ||||
Valuation allowance | -8,428,156 | -3,679,022 | ||||||
Net deferred income tax asset | $ | — | $ | — | ||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: | |||||||
Year Ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Federal Statutory tax rate | -34 | % | -34 | % | ||||
State tax, net of federal benefit | -5 | % | -5 | % | ||||
-39 | % | -39 | % | |||||
Valuation allowance | 39 | % | 39 | % | ||||
Effective tax rate | - | % | - | % | ||||
LICENSES_AND_COMMITMENTS_Table
LICENSES AND COMMITMENTS (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The minimum lease payments are as follows: | ||||
Year | Amount | ||||
2015 | $ | 125,316 | |||
2016 | 129,075 | ||||
2017 | 132,948 | ||||
2018 | 135,936 | ||||
2019 | $ | 141,044 | |||
664,319 | |||||
GENERAL_ORGANIZATION_AND_BUSIN1
GENERAL ORGANIZATION AND BUSINESS (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||||
Dec. 22, 2014 | Sep. 30, 2013 | 22-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2015 | Nov. 30, 2013 | Sep. 26, 2013 | Dec. 31, 2012 | Mar. 03, 2015 | |
General Organization And Business [Line Items] | ||||||||||
Net Income (Loss) Attributable to Parent | $12,034,709 | $25,381,363 | ||||||||
Net Cash Provided by (Used in) Operating Activities | 8,633,247 | |||||||||
Assets, Current | 44,975,281 | 19,845,893 | ||||||||
Stockholders' Equity, Reverse Stock Split | (1) a 1-for-100 reverse stock split (pro-rata reduction of outstanding shares) of Common Stock (the Reverse Stock Split). All share and per share amounts included in these financial statements have been retroactively restated to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented | |||||||||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | 150,000,000 | |||||||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | |||||||
Stockholders' Equity Attributable to Parent | 44,845,087 | 17,603,717 | -11,319,476 | |||||||
Working Capital | 43,313,521 | |||||||||
Proceeds from Issuance of Common Stock | 32,240,222 | 1,350,000 | 32,240,422 | 7,126,813 | ||||||
Common Stock [Member] | ||||||||||
General Organization And Business [Line Items] | ||||||||||
Stockholders' Equity, Reverse Stock Split | On September 26, 2013, we amended and restated our Articles of Incorporation to, among other things, change our name to Lion Biotechnologies, Inc., effect a 1-for-100 reverse stock split (pro-rata reduction of outstanding shares) of our common stock | |||||||||
Stock Issued During Period, Shares, New Issues | 6,000,000 | |||||||||
Share Price | $5.75 | |||||||||
Subsequent Event [Member] | ||||||||||
General Organization And Business [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 9,200,000 | |||||||||
Share Price | $8 | $8 | ||||||||
Proceeds from Issuance of Common Stock | $68,200,000 | |||||||||
Private Placement [Member] | ||||||||||
General Organization And Business [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 23,300,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Details Textual) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,373,156 | |
Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Conversion of Stock, Shares Issued | 8,500,000 | |
Computer Equipment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 2 years | |
Office Equipment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 5 years | |
Equipment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 2 years | |
Leasehold Improvements [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Property, Plant and Equipment, Estimated Useful Lives | 5 years | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 11,084,426 | |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,847,000 | |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,857,877 | 278,750 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $1,635,789 | $43,758 |
Less: Accumulated depreciation and amortization | -104,223 | -16,002 |
Property and equipment, net | 1,531,566 | 27,756 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 72,368 | 43,758 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 112,776 | 0 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 688,484 | 0 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $762,161 | $0 |
PROPERTY_AND_EQUIPMENT_Details1
PROPERTY AND EQUIPMENT (Details Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $88,221 | $7,087 |
2013_RESTRUCTURING_OF_DEBT_Det
2013 RESTRUCTURING OF DEBT (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | ||
Dec. 22, 2014 | 22-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | |
Short-term Debt [Line Items] | ||||
Proceeds from Issuance of Common Stock | $32,240,222 | $1,350,000 | $32,240,422 | $7,126,813 |
Notes Payable | 9,267,641 | |||
Debt Instrument, Convertible, Conversion Price | $1 | |||
Debt Conversion, Converted Instrument, Amount | 9,267,641 | 0 | 2,474,891 | |
Investors [Member] | ||||
Short-term Debt [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 2,173,134 | |||
Share Price | $1 | |||
Stock Issued During Period, Value, New Issues | 2,173,134 | |||
Investors And Other Parties [Member] | ||||
Short-term Debt [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 81,934 | |||
Exchange agreement [Member] | ||||
Short-term Debt [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 250,000 | |||
Share Price | $1 | |||
Stock Purchase And Exchange Agreement [Member] | ||||
Short-term Debt [Line Items] | ||||
Proceeds from Issuance of Common Stock | 1,240,010 | |||
Stock Issued During Period, Shares, New Issues | 1,350,000 | |||
Legal Fees | 109,990 | |||
Certain Creditors And Certain Placement Agents [Member] | ||||
Short-term Debt [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 40,800 | |||
Stock Purchase Agreement [Member] | ||||
Short-term Debt [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,100,000 | |||
Share Price | $1 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 122,734 | |||
Payments of Financing Costs | 3,645,868 | |||
Common Stock Cancelled And Exchanged Value | $122,734 | |||
Secured Promissory Notes [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||
Senior Secured Notes [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |||
Notes And Certain Other Indebtedness [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% |
2013_EQUITY_RESTRUCTURING_Deta
2013 EQUITY RESTRUCTURING (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||
Nov. 30, 2013 | Sep. 30, 2013 | 22-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2015 | Dec. 22, 2014 | Jul. 24, 2013 | 24-May-13 | Sep. 26, 2013 | Feb. 05, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||||||||||
Percentage of Outstanding Voting Equity Interests | 94.00% | ||||||||||
Debt Conversion, Converted Instrument, Amount | $9,267,641 | $0 | $2,474,891 | ||||||||
Common Stock To Be Issued Shares | 303,125 | 303,125 | |||||||||
Noncash Merger Related Costs | 0 | 16,656,250 | |||||||||
Proceeds from Issuance or Sale of Equity | 1,000,000 | ||||||||||
Proceeds from Issuance of Private Placement | 23,300,000 | ||||||||||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | 150,000,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | ||||||||
Stockholders' Equity, Reverse Stock Split | (1) a 1-for-100 reverse stock split (pro-rata reduction of outstanding shares) of Common Stock (the Reverse Stock Split). All share and per share amounts included in these financial statements have been retroactively restated to reflect the reverse stock split as if it had occurred at the beginning of the earliest period presented | ||||||||||
Stock Issued During Period, Value, Issued for Services | 1,255,319 | 274,000 | |||||||||
Payments to Employees | 84,000 | ||||||||||
Equity Incentive Plan 2011 [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 180,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,700,000 | 50,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 300,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 9,200,000 | ||||||||||
Preferred Stock [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Stock Issued During Period, Shares, Stock Splits | -50,000,000 | ||||||||||
Common Stock [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,288,730 | 6,000,000 | |||||||||
Payments of Stock Issuance Costs | 109,990 | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 784,500 | 50,000 | |||||||||
Stock Issued During Period, Value, Issued for Services | 32 | 2 | |||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | ||||||||||
Lion Agreement [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Common Stock To Be Issued Shares | 1,350,000 | ||||||||||
Payments of Stock Issuance Costs | 6,700,000 | ||||||||||
Common Stock To Be Issued | $9,956,250 | ||||||||||
Noncash Merger Related Costs | 16,656,250 | ||||||||||
Lion Agreement [Member] | Common Stock [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Stock Issued During Period, Value, New Issues | 6,700,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 1,340,000 | ||||||||||
Award Agreement [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Stock Issued During Period, Value, Issued for Services | 2,002,982 | ||||||||||
Director [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Percentage of Outstanding Voting Equity Interests After Restructuring | 25.40% | ||||||||||
Chief Executive Officer [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Annual Base Salary | 350,000 | 34,000 | |||||||||
Percentage of Potential Bonus | 30.00% | ||||||||||
Chief Executive Officer [Member] | Subsequent Event [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Accrued Bonuses, Current | 100,000 | ||||||||||
Ayer Capital Partners Master Fund, L.P [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Percentage of Outstanding Voting Equity Interests | 41.00% | ||||||||||
Bristol Investment Fund, Ltd [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Percentage of Outstanding Voting Equity Interests | 29.00% | ||||||||||
Bristol Investment Fund, Ltd [Member] | Common Stock [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Amount | 2,920,000 | ||||||||||
Stock Issued During Period, Value, New Issues | $341,111 | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 45,325 | ||||||||||
Stock Issued During Period, Shares, New Issues | 3,910,000 | ||||||||||
Bristol Capital, LLC [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Percentage of Outstanding Voting Equity Interests | 27.50% | ||||||||||
Bristol Capital, LLC [Member] | Award Agreement [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 400,596 | ||||||||||
Matrix Group International, Inc [Member] | Award Agreement [Member] | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 133,532 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Dec. 22, 2014 | Nov. 30, 2013 | 22-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 30, 2013 | Sep. 26, 2013 | |
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Value, Issued for Services | $1,255,319 | $274,000 | |||||
Debt Conversion, Converted Instrument, Amount | 9,267,641 | 0 | 2,474,891 | ||||
Debt Conversion, Original Debt, Amount | 0 | 6,792,750 | |||||
Proceeds from Issuance of Common Stock | 32,240,222 | 1,350,000 | 32,240,422 | 7,126,813 | |||
Proceeds from Issuance of Private Placement | 23,300,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | ||||
Other Preferred Stock Dividends and Adjustments | 8,461,627 | ||||||
Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 23,300,000 | ||||||
Proceeds from Issuance of Private Placement | 23,290,600 | ||||||
Payments of Stock Issuance Costs | 1,495,037 | ||||||
Proceeds From Issuance Of Private Placement Net | 21,795,563 | ||||||
Restricted Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, Issued for Services | 784,500 | 50,000 | |||||
Stock Issued During Period, Value, Issued for Services | 32 | 2 | |||||
Stock Issued During Period, Shares, New Issues | 6,000,000 | 1,288,730 | |||||
Share Price | $5.75 | ||||||
Sale of Stock, Price Per Share | $2.50 | ||||||
Payments of Stock Issuance Costs | 109,990 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $2.50 | ||||||
Common Stock [Member] | Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 3,145,300 | ||||||
Sale of Stock, Price Per Share | $2 | $5.75 | |||||
Payments of Stock Issuance Costs | 2,259,578 | 403,797 | |||||
Common Stock [Member] | Settlement Of Outstanding Obligations [Member] | |||||||
Class of Stock [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,747 | ||||||
Debt Conversion, Converted Instrument, Amount | 25,000 | ||||||
Debt Conversion, Original Debt, Amount | 25,000 | ||||||
Common Stock [Member] | Consultant [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, Issued for Services | 50,000 | ||||||
Stock Issued During Period, Value, Issued for Services | 274,000 | ||||||
Common Stock [Member] | Issuance Of Common Stock Upon Conversion Of Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Conversion of Stock, Type of Stock Converted | Series A Convertible Preferred Stock | ||||||
Conversion of Stock, Shares Issued | 5,653,000 | ||||||
Conversion of Stock, Shares Converted | 11,306 | ||||||
Conversion of Stock, Description | The conversion shares issued was determined on a formula basis of 500 common shares for each Series A Convertible Preferred Stock held. | ||||||
Common Stock [Member] | Nonemployee [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, Issued for Services | 2,000 | ||||||
Stock Issued During Period, Value, Issued for Services | 17,700 | ||||||
Common Stock [Member] | Employees [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, Issued for Services | 782,500 | ||||||
Stock Issued During Period, Value, Issued for Services | 1,237,619 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 4,515,590 | ||||||
Warrant [Member] | Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 12,372,156 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $2.50 | ||||||
Warrant [Member] | Placement Agents [Member] | Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 726,856 | ||||||
Warrant Issuance1 [Member] | Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 3,145,300 | ||||||
Sale of Stock, Price Per Share | $2 | ||||||
Stock Issued During Period, Value, New Issues | 6,290,600 | ||||||
Warrant Issuance2 [Member] | Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 8,500,000 | ||||||
Sale of Stock, Price Per Share | $1,000 | ||||||
Series A Convertible Preferred Stock [Member] | Private Placement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 17,000 | ||||||
Sale of Stock, Price Per Share | $2 | ||||||
Stock Issued During Period, Value, New Issues | 17,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $1,000 | ||||||
Description on Aggregate Beneficial Ownership Percentage of Common Stock Upon Conversion | the aggregate beneficial ownership of the Companys Common Stock (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of such Investor and all persons affiliated with such Investor, is not more than 4.99% of the Companys Common Stock then outstanding (subject to adjustment up to 9.99% solely at the Investors discretion upon 60 days prior notice) | ||||||
Other Preferred Stock Dividends and Adjustments | $8,461,627 |
STOCK_OPTIONS_AND_WARRANTS_Det
STOCK OPTIONS AND WARRANTS (Details) (Employee Stock Option [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Stock Option [Member] | |||
Shares Under Option | |||
Outstanding beginning balance | 278,750 | 93,750 | |
Granted | 1,604,127 | 225,000 | |
Exercised | 0 | ||
Expired | -25,000 | -40,000 | |
Outstanding ending balance | 1,857,877 | 278,750 | 93,750 |
Exercisable ending balance | 305,163 | ||
Weighted Average Exercise Price | |||
Outstanding beginning balance | $23.10 | $109 | |
Granted | $6.58 | $104 | |
Expired | $125 | $92 | |
Outstanding ending balance | $7.31 | $23.10 | $109 |
Exercisable ending balance | $12.20 | ||
Weighted Average Remaining Contractual Life | |||
Outstanding | 8 years 6 months | 9 years 1 month 6 days | 8 years 6 months |
Granted | 8 years 6 months | ||
Expired/Forfeited/Cancelled | 7 years | ||
Exercisable ending balance | 7 years 9 months 18 days | ||
Aggregate Intrinsic Value | |||
Outstanding beginning balance | $1,176,063 | $217,063 | |
Outstanding ending balance | 2,874,378 | 1,176,063 | 217,063 |
Exercisable Balance | $472,127 |
STOCK_OPTIONS_AND_WARRANTS_Det1
STOCK OPTIONS AND WARRANTS (Details 1) (Warrant [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Warrant [Member] | |||
Shares Under Warrants | |||
Outstanding beginning balance | 12,373,156 | 108,734 | |
Issued | 0 | 12,387,156 | |
Exercised | -1,288,730 | ||
Expired | 0 | -122,734 | |
Outstanding ending balance | 11,084,426 | 12,373,156 | 108,734 |
Exercisable ending balance | 11,084,426 | ||
Weighted Average Exercise Price | |||
Outstanding beginning balance | $2.51 | $123 | |
Issued | $2.50 | ||
Exercised | $2.50 | ||
Outstanding ending balance | $2.51 | $2.51 | $123 |
Exercisable ending balance | $2.51 | ||
Weighted Average Remaining Contractual Life | |||
Outstanding | 3 years 10 months 6 days | 4 years 1 month 10 days | 3 years 6 months |
Exercisable ending balance | 3 years 10 months 6 days | ||
Aggregate Intrinsic Value | |||
Outstanding beginning balance | $31,056,390 | $0 | |
Outstanding ending balance | 59,517,998 | 31,056,390 | 0 |
Exercisable ending balance | $59,517,998 |
STOCK_OPTIONS_AND_WARRANTS_Det2
STOCK OPTIONS AND WARRANTS (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 1 Months Ended | |||
Feb. 15, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2013 | Dec. 22, 2014 | Oct. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation | $3,813,831 | $2,750,223 | ||||
Proceeds from Warrant Exercises | 3,221,825 | 0 | ||||
Warrant Expiration Period | 10 years | |||||
Private Placement [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 23,300,000 | |||||
Warrant Expiration Period | 2018 years | |||||
Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Sale of Stock, Price Per Share | $2.50 | |||||
Common Stock Issued Upon Exercise Of Warrants Shares | 1,288,730 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $2.50 | |||||
Stock Issued During Period, Shares, New Issues | 1,288,730 | 6,000,000 | ||||
Common Stock [Member] | Private Placement [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Sale of Stock, Price Per Share | $5.75 | 2 | ||||
Stock Issued During Period, Shares, New Issues | 3,145,300 | |||||
Warrant [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 12,387,156 | ||||
Proceeds from Warrant Exercises | 3,221,825 | |||||
Warrant [Member] | Private Placement [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 2.5 | |||||
Stock Issued During Period, Shares, New Issues | 12,372,156 | |||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,900,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 300,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,604,127 | 225,000 | ||||
Allocated Share-based Compensation Expense | 2,558,512 | 747,241 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | 9,000,000 | |||||
Employee Stock Option [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | |||||
Employee Stock Option [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 months | |||||
Employee Stock Option [Member] | Employees and Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,544,127 | 140,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 236.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.67% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||
Share-based Compensation | 10,193,000 | 1,200,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 218.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 236.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 2.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 3.00% | |||||
Employee Stock Option [Member] | Employees and Directors [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months | 24 months | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years | 6 years | ||||
Employee Stock Option [Member] | Employees and Directors [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 12 months | 9 months | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | 5 years 4 months 17 days | ||||
Employee Stock Option [Member] | Consultants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 60,000 | 5,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 4 years | 5 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 236.00% | 236.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.50% | 2.67% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years | 5 years | ||||
Share-based Compensation | $323,000 | $28,000 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred income tax asset: | ||
Net operating loss carry forward | $8,428,156 | $3,679,022 |
Valuation allowance | -8,428,156 | -3,679,022 |
Net deferred income tax asset | $0 | $0 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Federal Statutory tax rate | -34.00% | -34.00% |
State tax, net of federal benefit | -5.00% | -5.00% |
Effective Income Tax Rate Reconciliation Expected Rate Total | -39.00% | -39.00% |
Valuation allowance | 39.00% | 39.00% |
Effective tax rate | 0.00% | 0.00% |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | Dec. 31, 2014 |
Income Tax Contingency [Line Items] | |
Tax Credit Carryforward, Amount | $24,557,630 |
LICENSES_AND_COMMITMENTS_Detai
LICENSES AND COMMITMENTS (Details) (USD $) | Dec. 31, 2014 |
Other Commitments [Line Items] | |
2015 | $125,316 |
2016 | 129,075 |
2017 | 132,948 |
2018 | 135,936 |
2019 | 141,044 |
Operating Leases, Future Minimum Payments Due | $664,319 |
LICENSES_AND_COMMITMENTS_Detai1
LICENSES AND COMMITMENTS (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Jul. 31, 2014 | Dec. 31, 2014 | |
sqft | |||||
License And Commitments [Line Items] | |||||
Research and Development Expense | $2,704,597 | $1,329,367 | |||
Accrued Liabilities, Current | 327,847 | 1,518,225 | 327,847 | ||
Department of Health and Human Services [Member] | |||||
License And Commitments [Line Items] | |||||
Research and Development Expense | 52,662 | 329,367 | |||
Accrued Liabilities, Current | 0 | 941,659 | 0 | ||
License Agreement Terms [Member] | |||||
License And Commitments [Line Items] | |||||
Research and Development Expense | 723,000 | ||||
Percentage Of Royalty On Sales | 6.00% | ||||
Estimated Benchmark Payments For Metastatic Melanoma | 6,050,000 | ||||
Estimated Benchmark Payments For Ovarian Cancer | 6,050,000 | ||||
Estimated Benchmark Payments For Breast Cancer | 12,100,000 | ||||
Estimated Benchmark Payments For Colorectal Cancer | 12,100,000 | ||||
Estimated Benchmark Payments | 36,300,000 | ||||
Tampa Lease [Member] | |||||
License And Commitments [Line Items] | |||||
Term Of Lease | 5 years | 5 years | |||
Area of Land | 5,200 | ||||
Operating Leases, Rent Expense | 10,443 | ||||
Percentage Of Increase In Lease Rent | 3.00% | ||||
Moffitt License Agreement | |||||
License And Commitments [Line Items] | |||||
Research and Development Expense | 25,000 | ||||
Term of License | 20 years | ||||
Manufacturing Service Agreement [Member] | |||||
License And Commitments [Line Items] | |||||
Research and Development Expense | 100,000 | ||||
Cost of Services, Licenses and Services | 738,000 | ||||
Manufacturing Service Agreement [Member] | Subsequent Event [Member] | |||||
License And Commitments [Line Items] | |||||
Contractual Obligation | 1,432,797 | 1,432,797 | |||
Contractual Obligation, Due in Next Twelve Months | 358,199 | 358,199 | |||
Percentage Of Contractual Obligation | 25.00% | ||||
Manufacturing Service Agreement [Member] | Lonza Walkersville, Inc [Member] | |||||
License And Commitments [Line Items] | |||||
Research and Development Expense | 890,684 | ||||
Research and Development Arrangement [Member] | |||||
License And Commitments [Line Items] | |||||
Research and Development Arrangement, Contract to Perform for Others, Description and Terms | five year | five-year | |||
Research and Development Expense | 1,000,000 | 250,000 | |||
Research and Development Arrangement, Contract to Perform for Others, Costs Incurred, Gross | 1,000,000 | 1,000,000 | |||
Accrued Liabilities, Current | $250,000 | $250,000 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2013 | Feb. 15, 2011 | Nov. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Nov. 05, 2013 | Jun. 19, 2013 | |
Related Party Transaction [Line Items] | ||||||||
Due to Officers or Stockholders | $338,731 | $85,500 | ||||||
Proceeds from Issuance or Sale of Equity | 1,000,000 | |||||||
Warrant Expiration Period | 10 years | |||||||
Mr Cataldo [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to Related Parties | 370,000 | 370,000 | ||||||
Proceeds from Issuance or Sale of Equity | 5,000,000 | 5,000,000 | ||||||
Compensation Paid In Cash | 120,000 | |||||||
Compensation Paid In Kind | 250,000 | |||||||
Increase (Decrease) in Due to Related Parties | 250,000 | |||||||
Payments for Legal Settlements | $250,000 |
LEGAL_PROCEEDINGS_Details_Text
LEGAL PROCEEDINGS (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||
22-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 30, 2014 | Jul. 31, 2014 | Jul. 31, 2014 | 31-May-13 | Mar. 18, 2013 | |
Loss Contingencies [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Amount | $9,267,641 | $0 | $2,474,891 | |||||
Debt Instrument, Convertible, Conversion Price | $1 | |||||||
Theorem Group, LLC [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Other Loans Payable | 10,000 | |||||||
Debt Conversion, Converted Instrument, Amount | 10,000 | |||||||
Debt Instrument, Convertible, Conversion Price | $1 | |||||||
Loan Neither Repaid Nor Converted | 10,000 | |||||||
Loss Contingency, Damages Sought, Value | 138,719 | 150,000 | ||||||
Payments for Legal Settlements | $110,000 |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||
Dec. 22, 2014 | 22-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2015 | Jan. 31, 2015 | Feb. 28, 2015 | Mar. 03, 2015 | Jan. 22, 2015 | |
Subsequent Event [Line Items] | |||||||||
Proceeds from Issuance of Common Stock | $32,240,222 | $1,350,000 | $32,240,422 | $7,126,813 | |||||
Proceeds from Warrant Exercises | 3,221,825 | 0 | |||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 6,000,000 | 1,288,730 | |||||||
Share Price | $5.75 | ||||||||
Warrant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Warrant Exercises | 3,221,825 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 9,200,000 | ||||||||
Proceeds from Issuance of Common Stock | 68,200,000 | ||||||||
Share Price | $8 | $8 | |||||||
Restructuring and Related Cost, Expected Cost Remaining | 1,000,000 | 2,000,000 | |||||||
Restructuring And Related Cost Expected Cost Quarterly Payments | 500,000 | ||||||||
Proceeds from Warrant Exercises | 329,875 | ||||||||
Preferred Stock Shares Exercised | 2,000 | ||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | ||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 131,950 | ||||||||
Subsequent Event [Member] | Patent License Agreement [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
License Costs | 40,000 | ||||||||
Subsequent Event [Member] | Department of Health and Human Services [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
License Costs | $350,000 |