Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 10, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Pershing Gold Corp. | |
Entity Central Index Key | 1,432,196 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | PGLC | |
Entity Common Stock, Shares Outstanding | 26,206,570 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 12,484,206 | $ 3,237,384 |
Restricted cash | 2,250,000 | 2,250,000 |
Other receivables | 70,145 | |
Prepaid expenses and other current assets | 455,803 | 899,228 |
Total Current Assets | 15,190,009 | 6,456,757 |
NON - CURRENT ASSETS: | ||
Property and equipment, net | 4,766,870 | 5,321,895 |
Mineral rights | 22,786,912 | 22,786,912 |
Reclamation bond deposit | 25,000 | 25,000 |
Deposit | 3,884 | 3,884 |
Total Non - Current Assets | 27,582,666 | 28,137,691 |
Total Assets | 42,772,675 | 34,594,448 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 500,282 | 538,161 |
Note payable | 4,410 | 17,319 |
Deferred rent | 5,737 | 5,217 |
Total Current Liabilities | 510,429 | 560,697 |
LONG-TERM LIABILITIES: | ||
Deferred rent - long term portion | 8,381 | 10,771 |
Asset retirement obligation | 803,000 | 783,539 |
Total Liabilities | 1,321,810 | 1,355,007 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY: | ||
Common stock ($0.0001 Par Value; 200,000,000 Shares Authorized; 26,206,570 and 21,723,049 shares issued and outstanding as of June 30, 2016 and December 31, 2015) | 2,621 | 2,173 |
Additional paid-in capital | 188,717,861 | 170,529,953 |
Accumulated deficit | (147,269,618) | (137,292,686) |
Total Stockholders' Equity | 41,450,865 | 33,239,441 |
Total Liabilities and Stockholders' Equity | 42,772,675 | 34,594,448 |
Convertible Series A Preferred Stock | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.0001 par value; 50,000,000 authorized | 0 | |
Convertible Series B Preferred Stock | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.0001 par value; 50,000,000 authorized | 0 | |
Convertible Series C Preferred Stock | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.0001 par value; 50,000,000 authorized | 0 | |
Convertible Series D Preferred Stock | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.0001 par value; 50,000,000 authorized | 0 | |
Convertible Series E Preferred Stock | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.0001 par value; 50,000,000 authorized | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 26,206,570 | 26,206,570 |
Common Stock, Shares, Outstanding | 21,723,049 | 21,723,049 |
Convertible Series A Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 2,250,000 | 2,250,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Convertible Series B Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 8,000,000 | 8,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Convertible Series C Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 3,284,396 | 3,284,396 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Convertible Series D Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 7,500,000 | 7,500,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Convertible Series E Preferred Stock | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 15,151 | 15,151 |
Preferred Stock, Shares Issued | 8,946 | 9,375 |
Preferred Stock, Shares Outstanding | 8,946 | 9,375 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
Compensation and related taxes | 1,611,127 | 987,958 | 2,671,495 | 2,067,803 |
Exploration cost | 436,769 | 1,418,338 | 866,989 | 2,859,934 |
Consulting fees | 257,478 | 361,662 | 907,208 | 662,768 |
General and administrative expenses | 931,992 | 1,303,746 | 1,927,689 | 2,537,128 |
Total operating expenses | 3,237,366 | 4,071,704 | 6,373,381 | 8,127,633 |
Loss from operations | (3,237,366) | (4,071,704) | (6,373,381) | (8,127,633) |
Other income (expenses): | ||||
Interest expense and other finance costs, net of interest income | (1,303) | (551) | (3,986) | (858) |
Total other income (expenses) - net | (1,303) | (551) | (3,986) | (858) |
Loss before provision for income taxes | (3,238,669) | (4,072,255) | (6,377,367) | (8,128,491) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | (3,238,669) | (4,072,255) | (6,377,367) | (8,128,491) |
Preferred deemed dividend | 0 | 0 | (3,599,565) | 0 |
Net loss available to common stockholders | $ (3,238,669) | $ (4,072,255) | $ (9,976,932) | $ (8,128,491) |
Net loss per common share, basic and diluted | $ (0.12) | $ (0.19) | $ (0.41) | $ (0.4) |
Weighted average common shares outstanding - basic and diluted | 26,116,068 | 21,454,509 | 24,465,109 | 20,171,334 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,377,367) | $ (8,128,491) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 555,025 | 565,663 |
Accretion | 19,461 | 23,074 |
Stock-based compensation | 1,372,246 | 924,224 |
Changes in operating assets and liabilities: | ||
Other receivables | 70,145 | 0 |
Prepaid expenses and other current assets | 443,425 | 185,191 |
Accounts payable and accrued expenses | (37,879) | (144,548) |
Deferred rent | (1,870) | 11,697 |
Asset retirement obligation settled | 0 | (18,737) |
NET CASH USED IN OPERATING ACTIVITIES | (3,956,814) | (6,581,927) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of mineral rights | 0 | (6,000,000) |
Purchase of property and equipment | 0 | (91,909) |
NET CASH USED IN INVESTING ACTIVITIES | 0 | (6,091,909) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from sale of common stock, net of issuance costs | 13,216,545 | 10,461,842 |
Payments on notes payable | (12,909) | (11,985) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 13,203,636 | 10,449,857 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 9,246,822 | (2,223,979) |
CASH AND CASH EQUIVALENTS- beginning of period | 3,237,384 | 15,147,837 |
CASH AND CASH EQUIVALENTS- end of period | 12,484,206 | 12,923,858 |
Cash paid for: | ||
Interest | 4,703 | 1,370 |
Income taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Preferred stock deemed dividend | $ 3,599,565 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS Pershing Gold Corporation (the “Company”), formerly named Sagebrush Gold Ltd., was incorporated under the laws of the State of Nevada on August 2, 2007. The Company is a gold and precious metals exploration company pursuing exploration and development opportunities primarily in Nevada. The Company is currently focused on exploration of its Relief Canyon properties in Pershing County in northwestern Nevada. None of the Company’s properties contain proven and probable reserves, and all of the Company’s activities on all of its properties are exploratory in nature. On August 30, 2011, the Company, through its wholly-owned subsidiary, Gold Acquisition Corp. (“Gold Acquisition”), acquired the Relief Canyon Mine property (“Relief Canyon”) located in Pershing County, near Lovelock, Nevada. A wholly-owned subsidiary, Pershing Royalty Company, a Delaware corporation, was formed on May 17, 2012 to hold royalty interests in two gold exploration properties. On July 5, 2016 a wholly-owned subsidiary, Blackjack Gold Corporation, a Nevada corporation, was formed for potential purchases of exploration targets. On June 17, 2015, the Board of Directors of the Company approved a reverse stock split of the Company’s common stock, par value $ 0.0001 800,000,000 200,000,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and present the consolidated financial statements of the Company and its majority-owned subsidiaries as of June 30, 2016. All intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of June 30, 2016, and the results of operations and cash flows for the six months ended June 30, 2016 have been included. The results of operations for the six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the full year. The accounting policies and procedures employed in the preparation of these consolidated financial statements have been derived from the audited financial statements of the Company for the fiscal year ended December 31, 2015, which are contained in the Company’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 22, 2016. The consolidated balance sheet as of December 31, 2015, contained herein, was derived from those financial statements. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the useful life of property and equipment, the valuation of deferred tax assets and liabilities, including valuation allowance, amounts and timing of closure obligations, the assumptions used to calculate fair value of restricted stock units, options and warrants granted, stock-based compensation, beneficial conversion on preferred stock, capitalized mineral rights, asset valuations, timing of the performance criteria of restricted stock units and the fair value of common stock issued. The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 At June 30, 2016, the Company had bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. Restricted cash consists of cash and investments which are held as collateral under a surface management surety bond issued on the Company’s behalf. The Company adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. The carrying amount of the note payable at June 30, 2016 approximates its respective fair value based on the Company’s incremental borrowing rate. Prepaid expenses and other current assets of $ 455,803 899,228 Costs of leasing, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method over the estimated life of the proven and probable reserves. If in the future the Company has capitalized mineral properties, these properties will be periodically assessed for impairment. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed. ASC 930-805, “Extractive Activities-Mining: Business Combinations” (“ASC 930-805”), states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. ASC 930-805-30-1 and 30-2 provides that in fair valuing mineral assets, an acquirer should take into account both: ⋅ The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets. ⋅ The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants. Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to twenty five years. The Company accounts for the impairment or disposal of long-lived assets according to the ASC 360, “Property, Plant and Equipment”. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including mineral rights, may not be recoverable. Long-lived assets in the exploration stage are monitored for impairment based on factors such as the Company’s continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company’s continued plans to fund exploration programs on the property, and whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried forward as an asset will not be fully recovered. The tests for long-lived assets in the exploration stage are monitored for impairment based on factors such as current market value of the long-lived assets and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The Company did not record any impairment of its long-lived assets at June 30, 2016 and December 31, 2015, respectively. Asset retirement obligations (“ARO”), consisting primarily of estimated mine reclamation and closure costs at the Company’s Relief Canyon property, are recognized in the period incurred and when a reasonable estimate can be made, and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. Corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s remaining useful life. Asset retirement obligations are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of reclamation and closure costs. The Company reviews and evaluates its asset retirement obligations annually or more frequently at interim periods if deemed necessary. The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation Stock Compensation” (“ASC 718”), which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. In August 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial StatementsGoing Concern” (“ASU No. 2014-15”). The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. In November 2014, FASB issued ASU No. 2014-17, “Business Combinations: Pushdown Accounting” (“ASU No. 2014-17”). This ASU amended the Business Combination Accounting Standards Codification to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The Company’s adoption of ASU No. 2014-17 effective November 14, 2014 did not have an impact on the Company’s consolidated results of operations, financial position and related disclosures. In April 2015, FASB issued ASU 2015-03, “Interest Imputation of Interest” (Subtopic 835-30) which focuses on simplifying the presentation of debt issuance costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The ASU is effective for periods beginning after December 15, 2015 for public companies. The Company’s adoption did not have an impact on the Company’s consolidated results of operations, financial position and related disclosures. In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU simplifies the current guidance in ASC Topic 740, “Income Taxes”, which requires entities to separately present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The Company does not expect the impact of ASU 2015-17 to be material on the Company’s consolidated financial statements. In February 2016, FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. The Company is currently in the process of assessing the impact the adoption of this guidance will have on the Company’s consolidated financial statements. In March 2016, FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718)”, or ASU 2016-09. ASU 2016-09 was issued as part of the FASB's simplification initiative focused on improving areas of GAAP for which cost and complexity may be reduced while maintaining or improving the usefulness of information disclosed within the financial statements. ASU 2016-09 focuses on simplification specifically with regard to share-based payment transactions, including income tax consequences, classification of awards as equity or liabilities and classification on the statement of cash flows. The guidance in ASU No. 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company will evaluate the effect of ASU 2016-09 for future periods. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
MINERAL PROPERTIES
MINERAL PROPERTIES | 6 Months Ended |
Jun. 30, 2016 | |
Mineral Industries Disclosures [Abstract] | |
MINERAL PROPERTIES | NOTE 3 MINERAL PROPERTIES The Company’s Relief Canyon property rights currently total approximately 25,000 948 120 172 2,235 2,770 4.5 2 5 Pershing Pass Property The Pershing Pass property consists of over 700 12,000 600 17 2 19 The primary term of the unpatented mining claim lease referenced above is ten years ending in January 2023, which may be extended as long as mineral exploration, development or mining continue on the property. Production from the lease is subject to a 1 0.5 10,000 12,500 15,000 20,000 250,000 The primary term of the unpatented mining claim lease referenced above is ten years ending in January 2023, which may be extended as long as mineral exploration, development or mining continue on the property. Production from the lease is subject to a 1 Prior to one year after commercial production, the Company can repurchase up to 3 600,000 1 Newmont Properties On April 5, 2012, the Company purchased from Victoria Gold Corp. and Victoria Resources (US) Inc. their interest in approximately 13,300 Approximately 8,900 155 2,800 4,900 62 On January 14, 2015, the Company entered into an Asset Purchase Agreement with Newmont pursuant to which the Company acquired for $ 6.0 74 1,300 As part of the January 2015 transactions completed pursuant to the Asset Purchase Agreement, a subsidiary of the Company entered into a Mining Lease (the “2015 Mining Lease”) with New Nevada Resources, LLC and New Nevada Lands, LLC (the “Owners”), covering certain fee lands (the “Leased Properties”) included in the Company’s Relief Canyon properties. The 2015 Mining Lease has a term of twenty years and for as long thereafter as any mining, development or processing operations are being conducted on a continuous basis. The 2015 Mining Lease contains customary terms and conditions, including an advance royalty and a 2.5 Newmont Leased Property As part of the Asset Purchase Agreement transactions, Newmont and the Company entered into an amendment of the 2006 Minerals Lease and Sublease (the “Third Amendment”), pursuant to which the Company agreed to a $ 2.6 10.00 500,000 2.8 Also as part of the transactions completed pursuant to the Asset Purchase Agreement, Newmont and the Owners entered into a new Mining Lease (the “2015 Newmont Lease”) covering about 2,770 General The Company has posted a statewide surface management surety bond with the United States Department of the Interior Bureau of Land Management (“BLM”) as required by the State of Nevada in an amount of approximately $ 5.6 108,000 2,250,000 45 5.0 As of June 30, 2016, based on management’s review of the carrying value of mineral rights, management determined that there is no evidence that the cost of these acquired mineral rights will not be fully recovered and accordingly, the Company has determined that no adjustment to the carrying value of mineral rights was required. As of the date of these consolidated financial statements, the Company has not established any proven or probable reserves on its mineral properties and has incurred only acquisition and exploration costs. June 30, December 31, Relief Canyon Mine Gold Acquisition $ 8,501,071 $ 8,501,071 Relief Canyon Mine Newmont Properties 13,709,441 13,709,441 Pershing Pass Property 576,400 576,400 $ 22,786,912 $ 22,786,912 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 PROPERTY AND EQUIPMENT Estimated Life June 30, December 31, Furniture and fixtures 5 years $ 56,995 $ 56,995 Office and computer equipment 1 - 5 years 402,835 402,835 Land 358,886 358,886 Building and improvements 5 - 25 years 812,967 812,967 Site costs 10 years 1,400,197 1,400,197 Crushing system 20 years 2,482,976 2,482,976 Process plant and equipment 10 years 3,486,864 3,486,864 Vehicles and mining equipment 5 - 10 years 699,025 699,025 9,700,745 9,700,745 Less: accumulated depreciation (4,933,875) (4,378,850) $ 4,766,870 $ 5,321,895 For the six months ended June 30, 2016 and 2015, depreciation expense amounted to $ 555,025 565,663 |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended |
Jun. 30, 2016 | |
Notes Payable [Abstract] | |
NOTES PAYABLE | NOTE 5 NOTES PAYABLE In August 2012, the Company issued a note payable in the amount of $ 92,145 7 48 2,226 June 30, 2016 December 31, 2015 Total notes payable $ 4,410 $ 17,319 Less: current portion (4.410) (17,319) Long term portion $ - $ - The Company recognized interest expense of $446 and $1,370 for the six months ended June 30, 2016 and 2015, respectively. |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 6 Months Ended |
Jun. 30, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | NOTE 6 ASSET RETIREMENT OBLIGATIONS In conjunction with the permit approval permitting the Company to resume mining in the existing open pits at the Relief Canyon Mine during the third quarter of 2014, the Company has recorded an asset retirement obligation based upon the reclamation plan submitted in connection with the permit. For the Six For the Six Balance, beginning of period $ 783,539 $ 798,605 Accretion expense 19,461 23,074 Reclamation expenditures - (18,737) Additions and changes in estimates - (21,643) Balance, end of period $ 803,000 $ 781,299 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7 STOCKHOLDERS’ EQUITY On June 17, 2015, the Board of Directors of the Company approved a reverse stock split of the Company’s Common Stock at a ratio of 1-for-18 (the “Reverse Stock Split”) which became effective on June 18, 2015. In connection with the Reverse Stock Split, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation, as amended, with the Nevada Secretary of State to reduce the number of shares of Common Stock the Company is authorized to issue from 800,000,000 200,000,000 Preferred Stock The Company is authorized within the limitations and restrictions stated in the Amended and Restated Articles of Incorporation to provide by resolution or resolutions for the issuance of 50,000,000 0.0001 Series A Convertible Preferred Stock As of June 30, 2016, 2,250,000 0.0001 Series B Convertible Preferred Stock As of June 30, 2016, 8,000,000 shares of Series B Preferred Stock, $0.0001 par value were authorized with none outstanding. Series C Convertible Preferred Stock As of June 30, 2016, 3,284,396 0.0001 9% Series D Cumulative Preferred Stock As of June 30, 2016, 7,500,000 0.0001 Series E Convertible Preferred Stock As of June 30, 2016, 15,151 0.0001 8,946 During February 2016 a holder of Series E Preferred Stock converted one Series E share into 292 During March 2016 a holder of Series E Preferred Stock converted 100 30,461 During June 2016 holders of Series E Preferred Stock converted 328 99,916 Preferred Deemed Dividend As a result of the February 4, 2016 private placement, the conversion price for the Series E Preferred Stock was reduced effective February 4, 2016 from $ 5.04 3.40 990.00 291.176 9,375 2,729,780 1,841,528 3.02 Additionally, in connection with the private placement on February 25, 2016, the conversion price for the Series E Preferred Stock was further reduced effective February 25, 2016 from $ 3.40 3.25 990.00 304.615 9,374 2,855,469 2,729,489 580,000 Common Stock Private Placement On February 4, 2016, the Company issued 367,647 1.25 On February 25, 2016, the Company issued 2,120,882 0.5 5.06 2,120,882 1,060,429 6.9 6.1 On March 28, 2016, the Company issued 1,850,000 0.5 4.35 1,850,000 925,000 6.0 In connection with these private placements, certain FINRA broker-dealers acted on behalf of the Company and were paid aggregate cash commissions of approximately $ 695,000 25,000 261,590 5.06 Additionally, the Company paid a total of approximately $ 219,000 Common stock for services In March 2016, the Company issued an aggregate of 9,480 3.70 3.90 35,600 In May 2016, the Company issued an aggregate of 4,843 4.12 20,000 Restricted Stock Units In June 2016, 120,000 702,000 On June 24, 2016, the Company granted 5,995 25,239 During the six months ended June 30, 2016 and 2015, the Company recorded total stock-based compensation expense in connection with restricted stock and restricted stock unit awards of $ 1,316,646 899,915 3,398,278 Six Months Ended June 30, 2016 Restricted Stock Weighted Outstanding at December 31, 2015 842,770 $ 5.60 Granted 5,995 4.21 Vested and converted - - Forfeited - - Outstanding at June 30, 2016 848,765 $ 5.67 Common Stock Options Number of Weighted Weighted Balance at December 31, 2015 1,811,121 $ 7.20 6.15 Granted Exercised Forfeited (16,668) 7.20 Cancelled Balance at June 30, 2016 1,794,453 7.21 5.70 Options exercisable at end of period 1,794,453 $ 7.21 Options expected to vest Weighted average fair value of options granted during the period $ Common Stock Warrants Number of Weighted Weighted Balance at December 31, 2015 2,810,579 $ 7.55 1.07 Granted 2,247,019 4.77 2.50 Cancelled Forfeited Exercised Balance at June 30, 2016 5,057,598 $ 6.31 1.28 Warrants exercisable at June 30, 2016 2,810,579 $ 7.55 0.57 Weighted average fair value of warrants granted during the period $ 4.77 On February 25, 2016, the Company granted 1,060,429 5.06 261,590 5.06 On March 28, 2016, the Company granted 925,000 4.35 |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
NET LOSS PER COMMON SHARE | NOTE 8 NET LOSS PER COMMON SHARE Net loss per common share is calculated in accordance with ASC Topic 260, “Earnings Per Share”. Basic loss per share is computed by dividing net loss available to common stockholder, adjusted for preferred dividends, by the weighted average number of shares of Common Stock outstanding during the period. The computation of diluted net loss per share does not include anti-dilutive Common Stock equivalents in the weighted average shares outstanding. For the Six For the Six Numerator: Net loss available to common stockholders $ (9,976,932) $ (8,128,491) Denominator: Denominator for basic and diluted loss per share (weighted-average shares) 24,465,109 20,171,334 Net loss per common share, basic and diluted $ (0.41) $ (0.40) June 30, 2016 June 30, 2015 Common stock equivalents: Stock options 1,794,453 1,811,121 Stock warrants 5,057,598 3,027,754 Restricted stock units 848,765 - Convertible preferred stock 2,725,092 1,851,350 Total 10,425,908 6,690,225 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 COMMITMENTS AND CONTINGENCIES Operating Lease The Company leases its corporate facility, and certain office equipment, in Lakewood, Colorado under operating leases with expiration dates through 2018. In April 2015, the Company executed a new operating lease agreement for its corporate facility in Lakewood, Colorado. The lease is for a period of 39 14,118 5,737 8,381 17,546 27,270 2016 $ 41,172 2017 83,343 2018 45,455 $ 169,970 Mining Leases 2016 $ 20,000 2017 25,000 2018 25,000 2019 25,000 2020 25,000 Thereafter 67,500 $ 187,500 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 SUBSEQUENT EVENTS On July 5, 2016 a wholly-owned subsidiary, Blackjack Gold Corporation, a Nevada corporation, was formed for potential purchases of exploration targets. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and present the consolidated financial statements of the Company and its majority-owned subsidiaries as of June 30, 2016. All intercompany transactions and balances have been eliminated. All adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of June 30, 2016, and the results of operations and cash flows for the six months ended June 30, 2016 have been included. The results of operations for the six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the full year. The accounting policies and procedures employed in the preparation of these consolidated financial statements have been derived from the audited financial statements of the Company for the fiscal year ended December 31, 2015, which are contained in the Company’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 22, 2016. The consolidated balance sheet as of December 31, 2015, contained herein, was derived from those financial statements. |
Use of estimates | Use of estimates In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet, and revenues and expenses for the period then ended. Actual results may differ significantly from those estimates. Significant estimates made by management include, but are not limited to, the useful life of property and equipment, the valuation of deferred tax assets and liabilities, including valuation allowance, amounts and timing of closure obligations, the assumptions used to calculate fair value of restricted stock units, options and warrants granted, stock-based compensation, beneficial conversion on preferred stock, capitalized mineral rights, asset valuations, timing of the performance criteria of restricted stock units and the fair value of common stock issued. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when acquired to be cash equivalents. The Company places its cash with high credit quality financial institutions. The Company’s accounts at these institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 At June 30, 2016, the Company had bank balances exceeding the FDIC insurance limit on interest bearing accounts. To reduce its risk associated with the failure of such financial institutions, the Company evaluates at least annually the rating of the financial institutions in which it holds deposits. |
Restricted cash | Restricted cash Restricted cash consists of cash and investments which are held as collateral under a surface management surety bond issued on the Company’s behalf. |
Fair value of financial instruments | Fair value of financial instruments The Company adopted Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that requires the use of fair value measurements, establishes a framework for measuring fair value and expands disclosure about such fair value measurements. The adoption of ASC 820 did not have an impact on the Company’s financial position or operating results, but did expand certain disclosures. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. The Company analyzes all financial instruments with features of both liabilities and equity under the Financial Accounting Standard Board’s (“FASB”) accounting standard for such instruments. Under this standard, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, prepaid expenses, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. The carrying amount of the note payable at June 30, 2016 approximates its respective fair value based on the Company’s incremental borrowing rate. |
Prepaid expenses | Prepaid expenses and other current assets Prepaid expenses and other current assets of $ 455,803 899,228 |
Mineral property acquisition and exploration costs | Mineral property acquisition and exploration costs Costs of leasing, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred as it is still in the exploration stage. If the Company identifies proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would enter the development stage and capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs are amortized using the units-of-production method over the estimated life of the proven and probable reserves. If in the future the Company has capitalized mineral properties, these properties will be periodically assessed for impairment. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed. ASC 930-805, “Extractive Activities-Mining: Business Combinations” (“ASC 930-805”), states that mineral rights consist of the legal right to explore, extract, and retain at least a portion of the benefits from mineral deposits. Mining assets include mineral rights. Acquired mineral rights are considered tangible assets under ASC 930-805. ASC 930-805 requires that mineral rights be recognized at fair value as of the acquisition date. As a result, the direct costs to acquire mineral rights are initially capitalized as tangible assets. Mineral rights include costs associated with acquiring patented and unpatented mining claims. ASC 930-805-30-1 and 30-2 provides that in fair valuing mineral assets, an acquirer should take into account both: ⋅ The value beyond proven and probable reserves (“VBPP”) to the extent that a market participant would include VBPP in determining the fair value of the assets. ⋅ The effects of anticipated fluctuations in the future market price of minerals in a manner that is consistent with the expectations of market participants. |
Property and equipment | Property and equipment Property and equipment are carried at cost. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, generally one to twenty five years. |
Impairment of long-lived assets | Impairment of long-lived assets The Company accounts for the impairment or disposal of long-lived assets according to the ASC 360, “Property, Plant and Equipment”. The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of long-lived assets, including mineral rights, may not be recoverable. Long-lived assets in the exploration stage are monitored for impairment based on factors such as the Company’s continued right to explore the area, exploration reports, assays, technical reports, drill results and the Company’s continued plans to fund exploration programs on the property, and whether sufficient work has been performed to indicate that the carrying amount of the mineral property cost carried forward as an asset will not be fully recovered. The tests for long-lived assets in the exploration stage are monitored for impairment based on factors such as current market value of the long-lived assets and results of exploration, future asset utilization, business climate, mineral prices and future undiscounted cash flows expected to result from the use of the related assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future net undiscounted cash flows expected to be generated by the asset. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The Company did not record any impairment of its long-lived assets at June 30, 2016 and December 31, 2015, respectively. |
Asset Retirement Obligations | Asset Retirement Obligations Asset retirement obligations (“ARO”), consisting primarily of estimated mine reclamation and closure costs at the Company’s Relief Canyon property, are recognized in the period incurred and when a reasonable estimate can be made, and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. Corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s remaining useful life. Asset retirement obligations are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of reclamation and closure costs. The Company reviews and evaluates its asset retirement obligations annually or more frequently at interim periods if deemed necessary. |
Income taxes | Income taxes The Company accounts for income taxes pursuant to the provision of ASC 740-10, “Accounting for Income Taxes” (“ASC 740-10”), which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized. The Company follows the provision of ASC 740-10 related to Accounting for Uncertain Income Tax Positions. When tax returns are filed, there may be uncertainty about the merits of positions taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more likely than not recognition threshold are measured at the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefit associated with tax positions taken that exceed the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company has adopted ASC 740-10-25, “Definition of Settlement”, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion and examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The federal and state income tax returns of the Company are subject to examination by the IRS and state taxing authorities, generally for three years after they are filed. |
Stock-based compensation | Stock-based compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718, “Compensation Stock Compensation” (“ASC 718”), which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). ASC 718 also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC Topic 505-50, “Equity Based Payments to Non-employees”, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date. |
Related party transaction | Related party transaction Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all related party transactions. |
Recent accounting pronouncements | Recent accounting pronouncements In August 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial StatementsGoing Concern” (“ASU No. 2014-15”). The provisions of ASU No. 2014-15 require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently assessing the impact of this ASU on the Company’s consolidated financial statements. In November 2014, FASB issued ASU No. 2014-17, “Business Combinations: Pushdown Accounting” (“ASU No. 2014-17”). This ASU amended the Business Combination Accounting Standards Codification to provide guidance on whether and at what threshold an acquired entity that is a business or nonprofit activity can apply pushdown accounting in its separate financial statements. The Company’s adoption of ASU No. 2014-17 effective November 14, 2014 did not have an impact on the Company’s consolidated results of operations, financial position and related disclosures. In April 2015, FASB issued ASU 2015-03, “Interest Imputation of Interest” (Subtopic 835-30) which focuses on simplifying the presentation of debt issuance costs. The amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. The ASU is effective for periods beginning after December 15, 2015 for public companies. The Company’s adoption did not have an impact on the Company’s consolidated results of operations, financial position and related disclosures. In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”), which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent in a classified balance sheet. The ASU simplifies the current guidance in ASC Topic 740, “Income Taxes”, which requires entities to separately present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet. ASU 2015-17 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The Company does not expect the impact of ASU 2015-17 to be material on the Company’s consolidated financial statements. In February 2016, FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. The new guidance will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period and is applied retrospectively. Early adoption is permitted. The Company is currently in the process of assessing the impact the adoption of this guidance will have on the Company’s consolidated financial statements. In March 2016, FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718)”, or ASU 2016-09. ASU 2016-09 was issued as part of the FASB's simplification initiative focused on improving areas of GAAP for which cost and complexity may be reduced while maintaining or improving the usefulness of information disclosed within the financial statements. ASU 2016-09 focuses on simplification specifically with regard to share-based payment transactions, including income tax consequences, classification of awards as equity or liabilities and classification on the statement of cash flows. The guidance in ASU No. 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted. The Company will evaluate the effect of ASU 2016-09 for future periods. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. |
MINERAL PROPERTIES (Tables)
MINERAL PROPERTIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Mineral Industries Disclosures [Abstract] | |
Mineral Property | Mineral properties consisted of the following: June 30, December 31, Relief Canyon Mine Gold Acquisition $ 8,501,071 $ 8,501,071 Relief Canyon Mine Newmont Properties 13,709,441 13,709,441 Pershing Pass Property 576,400 576,400 $ 22,786,912 $ 22,786,912 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment consisted of the following: Estimated Life June 30, December 31, Furniture and fixtures 5 years $ 56,995 $ 56,995 Office and computer equipment 1 - 5 years 402,835 402,835 Land 358,886 358,886 Building and improvements 5 - 25 years 812,967 812,967 Site costs 10 years 1,400,197 1,400,197 Crushing system 20 years 2,482,976 2,482,976 Process plant and equipment 10 years 3,486,864 3,486,864 Vehicles and mining equipment 5 - 10 years 699,025 699,025 9,700,745 9,700,745 Less: accumulated depreciation (4,933,875) (4,378,850) $ 4,766,870 $ 5,321,895 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Notes Payable [Abstract] | |
Schedule of Notes Payable | Notes payable short and long term portion consisted of the following: June 30, 2016 December 31, 2015 Total notes payable $ 4,410 $ 17,319 Less: current portion (4.410) (17,319) Long term portion $ - $ - |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Asset Retirement Obligations | The following table summarizes activity in the Company’s ARO: For the Six For the Six Balance, beginning of period $ 783,539 $ 798,605 Accretion expense 19,461 23,074 Reclamation expenditures - (18,737) Additions and changes in estimates - (21,643) Balance, end of period $ 803,000 $ 781,299 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Summary of the outstanding restricted stock | A summary of the status of the restricted stock units as of June 30, 2016, and of changes in restricted stock units outstanding during the six months ended June 30, 2016, is as follows: Six Months Ended June 30, 2016 Restricted Stock Weighted Outstanding at December 31, 2015 842,770 $ 5.60 Granted 5,995 4.21 Vested and converted - - Forfeited - - Outstanding at June 30, 2016 848,765 $ 5.67 |
Summary of the outstanding stock options | A summary of the Company’s outstanding stock options as of June 30, 2016 and changes during the period then ended are presented below: Number of Weighted Weighted Balance at December 31, 2015 1,811,121 $ 7.20 6.15 Granted Exercised Forfeited (16,668) 7.20 Cancelled Balance at June 30, 2016 1,794,453 7.21 5.70 Options exercisable at end of period 1,794,453 $ 7.21 Options expected to vest Weighted average fair value of options granted during the period $ |
Summary of the outstanding stock warrants | A summary of the Company’s outstanding stock warrants as of June 30, 2016 and changes during the period then ended are presented below: Number of Weighted Weighted Balance at December 31, 2015 2,810,579 $ 7.55 1.07 Granted 2,247,019 4.77 2.50 Cancelled Forfeited Exercised Balance at June 30, 2016 5,057,598 $ 6.31 1.28 Warrants exercisable at June 30, 2016 2,810,579 $ 7.55 0.57 Weighted average fair value of warrants granted during the period $ 4.77 |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Earnings Per Share | The following table sets forth the computation of basic and diluted loss per share: For the Six For the Six Numerator: Net loss available to common stockholders $ (9,976,932) $ (8,128,491) Denominator: Denominator for basic and diluted loss per share (weighted-average shares) 24,465,109 20,171,334 Net loss per common share, basic and diluted $ (0.41) $ (0.40) |
Schedule of antidilutive securities excluded from computation diluted shares outstanding | The following were excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact on the Company’s net loss. In periods where the Company has a net loss, all dilutive securities are excluded. June 30, 2016 June 30, 2015 Common stock equivalents: Stock options 1,794,453 1,811,121 Stock warrants 5,057,598 3,027,754 Restricted stock units 848,765 - Convertible preferred stock 2,725,092 1,851,350 Total 10,425,908 6,690,225 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum rental payments required under the lease | Future minimum rental payments required under operating leases are as follows: 2016 $ 41,172 2017 83,343 2018 45,455 $ 169,970 |
Schedule of future minimum lease payments under mining leases | As more fully discussed in Note 3 Mineral Properties, the Company leases certain mineral properties included in its Pershing Pass Property. The future minimum lease payments under these mining leases are as follows: 2016 $ 20,000 2017 25,000 2018 25,000 2019 25,000 2020 25,000 Thereafter 67,500 $ 187,500 |
ORGANIZATION AND DESCRIPTION 24
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details Textual) | 1 Months Ended | ||||
Jun. 17, 2015$ / sharesshares | Jun. 30, 2016$ / sharesshares | Dec. 31, 2015$ / sharesshares | Jun. 16, 2015shares | May 17, 2012 | |
Common Stock, Shares Authorized | shares | 200,000,000 | 200,000,000 | |||
Stockholders' Equity, Reverse Stock Split | 1-for-18 | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | |||
Pershing Royalty Company [Member] | |||||
Number Of Gold Exploration Properties | 2 | ||||
Amendment [Member] | |||||
Common Stock, Shares Authorized | shares | 200,000,000 | 800,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Prepaid expenses | $ 455,803 | $ 899,228 |
Federal Deposit Insurance Corporation Premium Expense | $ 250,000 | |
Maximum [Member] | Property, Plant and Equipment [Member] | ||
Estimated useful life | 25 years | |
Minimum [Member] | Property, Plant and Equipment [Member] | ||
Estimated useful life | 1 year |
MINERAL PROPERTIES (Details)
MINERAL PROPERTIES (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Mineral properties | ||
Total Mineral Properties | $ 22,786,912 | $ 22,786,912 |
Relief Canyon Mine - Gold Acquisition | ||
Mineral properties | ||
Total Mineral Properties | 8,501,071 | 8,501,071 |
Relief Canyon Mine - Newmont Properties | ||
Mineral properties | ||
Total Mineral Properties | 13,709,441 | 13,709,441 |
Pershing Pass Property | ||
Mineral properties | ||
Total Mineral Properties | $ 576,400 | $ 576,400 |
MINERAL PROPERTIES (Details Tex
MINERAL PROPERTIES (Details Textual) | Jan. 14, 2015USD ($)amine | Jun. 15, 2016USD ($) | Jun. 30, 2016USD ($)amine | Dec. 31, 2015USD ($) | Nov. 30, 2013USD ($) | Apr. 05, 2012amine |
Mineral properties [Line Items] | ||||||
Royalty percentage on precious metals | 1.00% | |||||
Restricted cash | $ 2,250,000 | $ 2,250,000 | $ 2,250,000 | |||
Relief Canyon | ||||||
Mineral properties [Line Items] | ||||||
Unpatented mining claims owned | mine | 948 | |||||
Acres of Property | a | 25,000 | |||||
Mine site Claim Owned | mine | 120 | |||||
Unpatented Mining Claims Leased | mine | 172 | |||||
Area of Land for Leased | a | 2,235 | |||||
Area of Land for Subleased | a | 2,770 | |||||
Royalty Return Percentage Total | 4.50% | |||||
Third party | ||||||
Mineral properties [Line Items] | ||||||
Amount of the bonds written | $ 5,000,000 | |||||
Restricted cash required to be maintained as a percentage of the value of the bonds | 45.00% | |||||
Newmont USA Ltd | ||||||
Mineral properties [Line Items] | ||||||
Unpatented mill sites owned | mine | 74 | |||||
Acres of Property | a | 1,300 | |||||
Payments to Acquire Businesses, Gross | $ 6,000,000 | |||||
BLM | ||||||
Mineral properties [Line Items] | ||||||
Statewide bond | $ 5,600,000 | |||||
Excess amount of the current coverage requirement to reclaim land disturbed in exploration and mining operations | $ 108,000 | |||||
Maximum | Relief Canyon | ||||||
Mineral properties [Line Items] | ||||||
Net smelter return royalty percentage | 5.00% | |||||
Minimum | Relief Canyon | ||||||
Mineral properties [Line Items] | ||||||
Net smelter return royalty percentage | 2.00% | |||||
Relief Canyon Mine - Newmont Properties | ||||||
Mineral properties [Line Items] | ||||||
Unpatented lode mining claims owned | mine | 62 | |||||
Relief Canyon Mine - Newmont Properties | 2006 Mineral Lease and Sublease | ||||||
Mineral properties [Line Items] | ||||||
Amount required to be spent in exploration expenses per year | $ 500,000 | |||||
Rental payment per acre per year | a | 10 | |||||
Relief Canyon Mine - Newmont Properties | Victoria Gold | ||||||
Mineral properties [Line Items] | ||||||
Area of properties held under leases and subleases | a | 8,900 | |||||
Relief Canyon Mine - Newmont Properties | Victoria Gold | Relief Canyon | ||||||
Mineral properties [Line Items] | ||||||
Acres of Property | a | 13,300 | |||||
Relief Canyon Mine - Newmont Properties | Newmont USA Ltd | ||||||
Mineral properties [Line Items] | ||||||
Unpatented lode mining claims owned | mine | 155 | |||||
Acres of privately-owned fee minerals leased (in acres) | a | 4,900 | |||||
Relief Canyon Mine - Newmont Properties | Newmont USA Ltd | Relief Canyon | ||||||
Mineral properties [Line Items] | ||||||
Acres of Property | a | 2,800 | |||||
Pershing Pass Property | ||||||
Mineral properties [Line Items] | ||||||
Unpatented mill sites owned | mine | 17 | |||||
Net smelter return royalty percentage | 2.00% | |||||
Unpatented mining claims owned | mine | 700 | |||||
Acres of Property | a | 12,000 | |||||
Area of properties held under leases and subleases | a | 600 | |||||
Royalty percentage on all metals produced other than gold | 1.00% | |||||
Royalty percentage on gold if gold prices are over $1,500 per ounce | 3.00% | |||||
Rate at which the entity can repurchase royalty percentage of gold | $ 600,000 | |||||
Each royalty percentage that the company can repurchase at specified rate | 1.00% | |||||
Pershing Pass Property | Other Metal | ||||||
Mineral properties [Line Items] | ||||||
Royalty percentage on precious metals | 0.50% | |||||
Pershing Pass Property | Wolf Pack Gold (Nevada) Corp | ||||||
Mineral properties [Line Items] | ||||||
Unpatented mining claims owned | mine | 19 | |||||
Purchase price for acquisition of unpatented mining claims | $ 250,000 | |||||
Pershing Pass Property | Minimum | Wolf Pack Gold (Nevada) Corp | Starting September 2016 till September 2023 | ||||||
Mineral properties [Line Items] | ||||||
Advance royalty required to pay per year | 10,000 | |||||
Pershing Pass Property | Minimum | Wolf Pack Gold (Nevada) Corp | Starting September 2023 till September 2028 | ||||||
Mineral properties [Line Items] | ||||||
Advance royalty required to pay per year | 12,500 | |||||
Pershing Pass Property | Minimum | Wolf Pack Gold (Nevada) Corp | Starting September 2028 till September 2033 | ||||||
Mineral properties [Line Items] | ||||||
Advance royalty required to pay per year | 15,000 | |||||
Pershing Pass Property | Minimum | Wolf Pack Gold (Nevada) Corp | September 2033 | ||||||
Mineral properties [Line Items] | ||||||
Advance royalty required to pay per year | $ 20,000 | |||||
2015 Newmont Lease | ||||||
Mineral properties [Line Items] | ||||||
Acres of Property | a | 2,770 | |||||
Percentage of Royalty To Smelter Returns | 2.50% | |||||
Minerals Lease and Sublease work commitment Amount | $ 2,600,000 | |||||
Minerals Lease and Sublease exploration expenditures | $ 2,800,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 9,700,745 | $ 9,700,745 |
Less: accumulated depreciation | (4,933,875) | (4,378,850) |
Total property and equipment, net | 4,766,870 | 5,321,895 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 56,995 | 56,995 |
Estimated Life | 5 years | |
Office and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 402,835 | 402,835 |
Office and computer equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Office and computer equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 1 year | |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 358,886 | 358,886 |
Estimated Life | 0 years | |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 812,967 | 812,967 |
Building and improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 25 years | |
Building and improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years | |
Site costs | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 1,400,197 | 1,400,197 |
Estimated Life | 10 years | |
Crushing system | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 2,482,976 | 2,482,976 |
Estimated Life | 20 years | |
Process plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 3,486,864 | 3,486,864 |
Estimated Life | 10 years | |
Vehicles and mining equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 699,025 | $ 699,025 |
Vehicles and mining equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 10 years | |
Vehicles and mining equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Life | 5 years |
PROPERTY AND EQUIPMENT (Detai29
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 555,025 | $ 565,663 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Schedule Of Short Term And Long Term Portion [Line Items] | ||
Total notes payable | $ 4,410 | $ 17,319 |
Less: current portion | (4,410) | (17,319) |
Long term portion | $ 0 | $ 0 |
NOTES PAYABLE (Details Textual)
NOTES PAYABLE (Details Textual) | 1 Months Ended | 6 Months Ended | ||
Aug. 31, 2012USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||||
Notes payable | $ 4,410 | $ 17,319 | ||
Interest Expense | $ 446 | $ 1,370 | ||
Note Payable | ||||
Debt Instrument [Line Items] | ||||
Number of equal monthly payments of the debt | 48 | |||
Notes payable | $ 92,145 | |||
Interest rate (as a percent) | 7.00% | |||
Monthly payments of the debt | $ 2,226 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Balance, beginning of period | $ 783,539 | $ 798,605 |
Accretion expense | 19,461 | 23,074 |
Reclamation expenditures | 0 | (18,737) |
Additions and changes in estimates | 0 | (21,643) |
Balance, end of period | $ 803,000 | $ 781,299 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Restricted Stock Units (RSUs) [Member] | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Restricted Stock Unit | |
Beginning Balance | shares | 842,770 |
Granted | shares | 5,995 |
Vested and converted | shares | 0 |
Forfeited | shares | 0 |
Ending Balance | shares | 848,765 |
Weighted Average Grant-Date Fair Value Per Share | |
Beginning Balance | $ / shares | $ 5.6 |
Granted | $ / shares | 4.21 |
Vested and converted | $ / shares | 0 |
Forfeited | $ / shares | 0 |
Ending Balance | $ / shares | $ 5.67 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Number of Options | ||
Beginning Balance | 1,811,121 | |
Granted | 0 | |
Exercised | 0 | |
Forfeited | (16,668) | |
Cancelled | 0 | |
Ending Balance | 1,794,453 | 1,811,121 |
Options exercisable at end of period | 1,794,453 | |
Options expected to vest | 0 | |
Weighted Average Exercise Price | ||
Beginning Balance | $ 7.2 | |
Granted | 0 | |
Exercised | 0 | |
Forfeited | 7.2 | |
Cancelled | 0 | |
Ending Balance | 7.21 | $ 7.2 |
Options exercisable at end of period | 7.21 | |
Weighted average fair value of options granted during the period | $ 0 | |
Weighted Average Remaining Contractual Life (Years) | ||
Balance | 5 years 8 months 12 days | 6 years 1 month 24 days |
Granted | 0 years | |
Exercised | 0 years | |
Forfeited | 0 years | |
Cancelled | 0 years |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Number of Warrants | ||
Beginning Balance | 2,810,579 | |
Granted | 2,247,019 | |
Cancelled | 0 | |
Forfeited | 0 | |
Exercised | 0 | |
Ending Balance | 5,057,598 | 2,810,579 |
Balance at June 30, 2016 | 2,810,579 | |
Weighted Average Exercise Price | ||
Beginning Balance | $ 7.55 | |
Granted | 4.77 | |
Cancelled | 0 | |
Forfeited | 0 | |
Exercised | 0 | |
Ending Balance | 6.31 | $ 7.55 |
Warrants exercisable at June 30, 2016 | 7.55 | |
Weighted average fair value of warrants granted during the period | $ 4.77 | |
Weighted Average Remaining Contractual Life (Years) | ||
Balance | 1 year 3 months 11 days | 1 year 25 days |
Granted | 2 years 6 months | |
Cancelled | 0 years | |
Forfeited | 0 years | |
Exercised | 0 years | |
Warrants exercisable at June 30, 2016 | 6 months 25 days |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | Feb. 04, 2016 | May 31, 2016 | Mar. 31, 2016 | Mar. 28, 2016 | Feb. 29, 2016 | Feb. 25, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Jun. 17, 2015 | Jun. 16, 2015 |
Class of Stock [Line Items] | |||||||||||
Stock authorized, shares | 50,000,000 | 50,000,000 | |||||||||
Par value of preferred stock authorized (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, Outstanding (in shares) | 9,374 | ||||||||||
Stock issued (in shares) | 367,647 | 4,843 | |||||||||
Number of shares of common stock to be acquired | 304.615 | ||||||||||
Number of share of preferred stock converted in common shares | 2,855,469 | ||||||||||
Common Stock Prior To Adjustment | 2,729,489 | ||||||||||
Share Price | $ 4.12 | ||||||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |||||||||
Stock Issued During Period, Value, Issued for Services | $ 20,000 | $ 35,600 | |||||||||
Additional Collateral, Aggregate Fair Value | $ 580,000 | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 9,480 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 990 | ||||||||||
Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock authorized, shares | 50,000,000 | ||||||||||
Par value of preferred stock authorized (in dollars per share) | $ 0.0001 | ||||||||||
Amendment [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common Stock, Shares Authorized | 200,000,000 | 800,000,000 | |||||||||
Private Placement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of common shares issued upon conversion | 261,590 | 261,590 | |||||||||
Stock issued (in shares) | 1,850,000 | 2,120,882 | |||||||||
Number of shares of common stock to be acquired | 0.5 | 0.5 | |||||||||
Number of shares of common stock issued for each warrant | 925,000 | 1,060,429 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.06 | ||||||||||
Gross proceeds from sale of units | $ 1,250,000 | $ 6,900,000 | |||||||||
Commissions paid in cash | $ 695,000 | ||||||||||
Payments of Stock Issuance Costs | 25,000 | ||||||||||
Legal Fees | $ 6,000,000 | $ 219,000 | $ 6,100,000 | ||||||||
Share Price | $ 4.35 | $ 5.06 | |||||||||
Common Stock, Shares Authorized | 1,850,000 | 2,120,882 | |||||||||
Units Shares [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares of common stock issued for each warrant | 925,000 | 1,060,429 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.35 | $ 5.06 | |||||||||
Maximum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share Price | $ 3.90 | ||||||||||
Maximum | Private Placement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Adjusted Conversion Price | 3.40 | ||||||||||
Minimum | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share Price | $ 3.70 | ||||||||||
Minimum | Private Placement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Adjusted Conversion Price | 3.25 | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock-based compensation expense | $ 1,316,646 | $ 899,915 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | 3,398,278 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | $ 25,239 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 5,995 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 0 | ||||||||||
Convertible Series A Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock authorized, shares | 2,250,000 | 2,250,000 | |||||||||
Par value of preferred stock authorized (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, Outstanding (in shares) | 0 | 0 | |||||||||
Convertible Series B Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock authorized, shares | 8,000,000 | 8,000,000 | |||||||||
Par value of preferred stock authorized (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, Outstanding (in shares) | 0 | 0 | |||||||||
Convertible Series C Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock authorized, shares | 3,284,396 | 3,284,396 | |||||||||
Par value of preferred stock authorized (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, Outstanding (in shares) | 0 | 0 | |||||||||
Series E Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock authorized, shares | 15,151 | 15,151 | |||||||||
Par value of preferred stock authorized (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||||
Preferred stock, Outstanding (in shares) | 8,946 | 9,375 | |||||||||
Number of shares of common stock to be acquired | 291.176 | ||||||||||
Number of share of preferred stock converted in common shares | 100 | 1 | 328 | ||||||||
Aggregate number of common shares issued upon conversion | 30,461 | 292 | 99,916 | ||||||||
Common Stock Units Sold | 9,375 | ||||||||||
Common Stock Prior To Adjustment | 1,841,528 | ||||||||||
Preferred Stock Convertible Beneficial Conversion Feature | $ 2,729,780 | ||||||||||
Additional Collateral, Aggregate Fair Value | 3,020,000 | ||||||||||
Conversion of Stock, Amount Issued | $ 990 | ||||||||||
Series E Preferred Stock | Maximum | February 4, 2016 Private Placement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Adjusted Conversion Price | 5.04 | ||||||||||
Series E Preferred Stock | Minimum | February 4, 2016 Private Placement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Adjusted Conversion Price | 3.40 | ||||||||||
9% Series D Cumulative Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock authorized, shares | 7,500,000 | ||||||||||
Par value of preferred stock authorized (in dollars per share) | $ 0.0001 | ||||||||||
Preferred stock, Outstanding (in shares) | 0 |
NET LOSS PER COMMON SHARE (Deta
NET LOSS PER COMMON SHARE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator: | ||||
Net loss available to common stockholders | $ (3,238,669) | $ (4,072,255) | $ (9,976,932) | $ (8,128,491) |
Denominator: | ||||
Denominator for basic and diluted loss per share (weighted-average shares) | 26,116,068 | 21,454,509 | 24,465,109 | 20,171,334 |
Net loss per common share, basic and diluted | $ (0.12) | $ (0.19) | $ (0.41) | $ (0.4) |
NET LOSS PER COMMON SHARE (De38
NET LOSS PER COMMON SHARE (Details 1) - shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 10,425,908 | 6,690,225 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 1,794,453 | 1,811,121 |
Stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 5,057,598 | 3,027,754 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 848,765 | 0 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 2,725,092 | 1,851,350 |
COMMITMENTS AND CONTINGENCIES39
COMMITMENTS AND CONTINGENCIES (Details) | Jun. 30, 2016USD ($) |
Other Commitments [Line Items] | |
2,016 | $ 41,172 |
2,017 | 83,343 |
2,018 | 45,455 |
Total | $ 169,970 |
COMMITMENTS AND CONTINGENCIES40
COMMITMENTS AND CONTINGENCIES (Details 1) | Jun. 30, 2016USD ($) |
COMMITMENTS AND CONTINGENCIES [Line Items] | |
2,016 | $ 20,000 |
2,017 | 25,000 |
2,018 | 25,000 |
2,019 | 25,000 |
2,020 | 25,000 |
Thereafter | 67,500 |
Total | $ 187,500 |
COMMITMENTS AND CONTINGENCIES41
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Other Commitments [Line Items] | |||
Operating Leases, Rent Expense, Net | $ 17,546 | $ 27,270 | |
Lease Expiring Period | 39 months | ||
Deferred Rent Credit, Current | $ 5,737 | $ 5,217 | |
Deferred Rent Credit | 14,118 | ||
Deferred Rent Credit, Noncurrent | $ 8,381 | $ 10,771 |