Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 14, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
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 | 33,629,260 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 9,602,191 | $ 12,858,873 |
Prepaid expenses and other current assets | 904,042 | 1,006,779 |
Deposit | 120,928 | 27,884 |
Total Current Assets | 10,627,161 | 13,893,536 |
NON - CURRENT ASSETS: | ||
Property and equipment, net | 3,157,873 | 3,303,366 |
Mineral rights | 22,873,912 | 22,803,912 |
Restricted cash | 3,690,000 | 3,690,000 |
Reclamation bond deposit | 50,000 | 50,000 |
Other non-current assets | 14,624 | 9,689 |
Total Non - Current Assets | 29,786,409 | 29,856,967 |
Total Assets | 40,413,570 | 43,750,503 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 2,055,742 | 1,651,461 |
Deferred rent - current portion | 2,578 | 4,513 |
Deposit | 1,750 | 1,750 |
Total Current Liabilities | 2,060,070 | 1,657,724 |
LONG-TERM LIABILITIES: | ||
Asset retirement obligation | 972,116 | 963,303 |
Total Liabilities | 3,032,186 | 2,621,027 |
Commitments and Contingencies | ||
STOCKHOLDERS' EQUITY : | ||
Common stock ($0.0001 Par Value; 200,000,000 Shares Authorized; 33,629,260 and 33,544,125 shares issued and outstanding as of March 31, 2018 and December 31, 2017) | 3,363 | 3,354 |
Additional paid-in capital | 212,097,561 | 211,817,072 |
Accumulated deficit | (174,719,541) | (170,690,951) |
Total Stockholders' Equity | 37,381,384 | 41,129,476 |
Total Liabilities and Stockholders' Equity | 40,413,570 | 43,750,503 |
Convertible Series A Preferred Stock | ||
STOCKHOLDERS' EQUITY : | ||
Preferred Stock, Value, Issued | 0 | 0 |
Convertible Series B Preferred Stock | ||
STOCKHOLDERS' EQUITY : | ||
Preferred Stock, Value, Issued | 0 | 0 |
Convertible Series C Preferred Stock | ||
STOCKHOLDERS' EQUITY : | ||
Preferred Stock, Value, Issued | 0 | 0 |
Convertible Series D Preferred Stock | ||
STOCKHOLDERS' EQUITY : | ||
Preferred Stock, Value, Issued | 0 | 0 |
Convertible Series E Preferred Stock | ||
STOCKHOLDERS' EQUITY : | ||
Preferred Stock, Value, Issued | $ 1 | $ 1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 33,629,260 | 33,544,125 |
Common Stock, Shares, Outstanding | 33,629,260 | 33,544,125 |
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 | 8,946 |
Preferred Stock, Shares Outstanding | 8,946 | 8,946 |
Preferred Stock, Liquidation Preference, Value | $ 9,742,194 | $ 9,742,194 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net revenues | $ 0 | $ 0 |
Operating expenses: | ||
Compensation and related taxes | 878,412 | 1,074,892 |
Exploration cost | 1,252,941 | 597,279 |
Consulting fees | 794,785 | 522,546 |
General and administrative expenses | 1,103,687 | 1,125,913 |
Total operating expenses | 4,029,825 | 3,320,630 |
Loss from operations | (4,029,825) | (3,320,630) |
Other income (expenses): | ||
Foreign currency loss | (1,097) | (11,155) |
Interest expense and other finance costs | (3,500) | (2,922) |
Interest income | 5,832 | 968 |
Total other income (expenses) - net | 1,235 | (13,109) |
Loss before provision for income taxes | (4,028,590) | (3,333,739) |
Provision for income taxes | 0 | 0 |
Net loss | $ (4,028,590) | $ (3,333,739) |
Net loss per common share, basic and diluted | $ (0.12) | $ (0.12) |
Weighted average common shares outstanding - basic and diluted | 33,578,179 | 28,388,153 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (4,028,590) | $ (3,333,739) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 247,528 | 269,195 |
Accretion | 8,813 | 9,632 |
Stock-based compensation | 154,452 | 199,282 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 102,737 | 59,376 |
Accounts payable and accrued expenses | 530,327 | (561,452) |
Deferred rent | (1,935) | (1,435) |
Deposits | (93,044) | 0 |
Other non-current assets | (4,935) | 0 |
NET CASH USED IN OPERATING ACTIVITIES | (3,084,647) | (3,359,141) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of mineral rights | (70,000) | 0 |
Purchase of property and equipment | (102,035) | (18,709) |
NET CASH USED IN INVESTING ACTIVITIES | (172,035) | (18,709) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (3,256,682) | (3,377,850) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - beginning of period | 16,548,873 | 13,972,102 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - end of period | 13,292,191 | 10,594,252 |
Cash paid for: | ||
Interest | 3,500 | 2,922 |
Income taxes | 0 | 0 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Reduction of accrued bonuses in connection with vested restricted common stock unit grants | 73,035 | 371,508 |
Reduction of accrued bonuses in connection with vested stock options | $ 53,011 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2018 | |
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, development, and mining 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 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
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 wholly-owned subsidiaries as of March 31, 2018. 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 March 31, 2018, and the results of operations and cash flows for the three months ended March 31, 2018 have been included. The results of operations for the three months ended March 31, 2018 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, 2017, which are contained in the Company’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 28, 2018. The consolidated balance sheet as of December 31, 2017, 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 an original 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 March 31, 2018, 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 which is held as collateral under surface management surety bonds issued on the Company’s behalf. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: March 31, 2018 December 31, 2017 (Unaudited) Cash and cash equivalents $ 9,602,191 $ 12,858,873 Restricted cash non current 3,690,000 3,690,000 Total cash, cash equivalents and restricted cash $ 13,292,191 $ 16,548,873 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 and other current assets, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. Prepaid expenses and other current assets of $ 904,042 1,006,779 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. Upon the completion of a final feasibility study indicating a mine is economically viable and a final decision to commence operating mine development activities to bring a mine into production, the property would enter into the development stage and the Company would 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 provide 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 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 March 31, 2018 and December 31, 2017, 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. The Company adopted ASU 2016-09, “Compensation - Stock Compensation (Topic 718)” (“ASU 2016-09”), which makes several modifications to Topic 718. Upon adoption of ASU 2016-09, the Company recognizes the effect of forfeitures in compensation cost as they occur, rather than estimating forfeitures as of the award date. Any previously recognized compensation cost will be reversed in the period of forfeiture. 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. The Company accounts for foreign currency transactions in accordance with ASC 830, “Foreign Currency Matters” (“ASC 830”), specifically the guidance in subsection ASC 830-20, “Foreign Currency Transactions”. The U.S. dollar is the functional and reporting currency for the Company and its subsidiaries. Pursuant to ASC 830, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting gains or losses upon settlement reported in foreign exchange gain (loss) in the computation of net income (loss). In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” or ASU 2016-18. ASU 2016-18 is intended to clarify how entities present restricted cash in the statement of cash flows. The guidance requires entities to show the changes in the total of cash and cash equivalents and restricted cash in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash in the statement of cash flows. When cash and cash equivalents and restricted cash are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and is to be applied retrospectively. Early adoption was permitted, including adoption in an interim period. The Company early adopted ASU 2016-18 for the three-month period ended December 31, 2017 and its adoption did not have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates Step 2 from the goodwill impairment test. When an indication of impairment was identified after performing the first step of the goodwill impairment test, Step 2 required that an entity determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) using the same procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under the amendments in ASU No. 2017-04, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying value. An entity would recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value. In addition, an entity must consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. A public business entity that is a SEC filer should adopt the amendments in ASU No. 2017-04 for its annual, or any interim, good will impairment tests in fiscal years beginning after December 15, 2019. The Company does not believe the guidance will have a material impact on its consolidated financial statements. In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260)”. The amendments in the update change the classification of certain equity-linked financial instruments (or embedded features) with down round features. The amendments also clarify existing disclosure requirements for equity-classified instruments. For freestanding equity-classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260, Earnings Per Share, to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features would be subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, DebtDebt with Conversion and Other Options), including related EPS guidance (in Topic 260). For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not believe the guidance will have a material impact on its consolidated financial statements. In August 2017, the FASB issued ASU 2017-12 “Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities”. ASU 2017-12 eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. The guidance is effective for the Company beginning after December 15, 2018, although early adoption is permitted. The 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 | 3 Months Ended |
Mar. 31, 2018 | |
Mineral Industries Disclosures [Abstract] | |
MINERAL PROPERTIES | NOTE 3 MINERAL PROPERTIES The Company’s Relief Canyon property rights currently total approximately 29,000 1,056 120 143 4,127 3,739 2 4.5 2 5 Pershing Pass Property The Pershing Pass property consists of over 765 746 19 12,900 635 17 2 19 The primary term of the mining lease of private lands 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 private lands covered by the lease is subject to a 2 2 500 3.5 1,500 600,000 1 In September 2013, the Company entered into a lease agreement and purchase option for 19 400 0.5 10,000 12,500 15,000 20,000 250,000 Coal Canyon Property In December 2017, the Company entered into two mining leases at Coal Canyon, which is west of the Relief Canyon Mine. One such mining lease with Good Springs Exploration, LLC and Clancy Wendt (collectively “Lessor”) covers 43 800 20,000 50,000 3 350,000 A second mining lease with New Nevada Resources, LLC and New Nevada Lands, LLC (collectively “New Nevada”) covers 1,899 10 25 3 1 500 Newmont Properties On April 5, 2012, the Company purchased from Victoria Gold Corp. and Victoria Resources (US) Inc. (collectively, “Victoria”) 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 (the “Asset Purchase Agreement”) pursuant to which the Company acquired for $ 6.0 74 1,300 1,600 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 2.9 2.3 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 On March 29, 2017, the Company entered into a Mining Sublease with Newmont granting the Company the exclusive right to prospect, explore for, develop, and mine minerals on certain lands within the Pershing Pass area south of the Relief Canyon Mine. The Mining Sublease has an initial term of ten years and may be extended by the Company until December 3, 2034 and so long thereafter as any mining, development, or processing operations are being conducted continuously. The Mining Sublease calls for the Company to make minimum work expenditures for the first four years of the Mining Sublease, followed by annual advanced minimum royalty payments to Newmont to maintain the Mining Sublease in good standing. The Sublease may be terminated any time after providing 90 days written notice of termination. If the required minimum work commitment of $ 500,000 260,000 1.5 General In February 2018, the Company increased its statewide surface management surety bonds by $ 200,000 12.5 80,000 3,690,000 As of March 31, 2018, 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 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. March 31 December 31, (Unaudited) 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 593,400 593,400 Water rights Gold Acquisition 70,000 - $ 22,873,912 $ 22,803,912 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 PROPERTY AND EQUIPMENT Estimated Life March 31, December 31, (Unaudited) Furniture and fixtures 5 years $ 56,995 $ 56,995 Office and computer equipment 1 - 5 years 436,173 434,563 Land 358,886 358,886 Building and improvements 5 - 25 years 823,131 823,131 Site costs 10 years 1,518,129 1,417,704 Crushing system 20 years 2,514,021 2,514,021 Process plant and equipment 10 years 3,530,460 3,530,460 Vehicles and mining equipment 5 - 10 years 605,824 605,824 9,843,619 9,741,584 Less: accumulated depreciation (6,685,746) (6,438,218) $ 3,157,873 $ 3,303,366 For the three months ended March 31, 2018 and 2017, depreciation expense amounted to $ 247,528 269,195 |
ASSET RETIREMENT OBLIGATIONS
ASSET RETIREMENT OBLIGATIONS | 3 Months Ended |
Mar. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | |
ASSET RETIREMENT OBLIGATIONS | NOTE 5 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. The following table summarizes activity in the Company’s ARO: March 31, March 31, (Unaudited) (Unaudited) Balance, beginning of period $ 963,303 $ 895,085 Accretion expense 8,813 9,632 Reclamation obligations settled - - Additions and changes in estimates - - Balance, end of period $ 972,116 $ 904,717 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 6 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 March 31, 2018, 2,250,000 0.0001 Series B Convertible Preferred Stock As of March 31, 2018, 8,000,000 0.0001 Series C Convertible Preferred Stock As of March 31, 2018, 3,284,396 0.0001 9% Series D Cumulative Preferred Stock As of March 31, 2018, 7,500,000 0.0001 Series E Convertible Preferred Stock As of March 31, 2018, 15,151 0.0001 8,946 Common Stock Restricted Stock Units In February 2018, the Company accelerated the vesting of 18,518 85,135 In January 2018, the Company granted 25,000 59,000 As of December 31, 2017 and 2016, the Company recognized a liability for employee and director bonus compensation related to restricted stock unit grants with a fair value of approximately $ 59,000 530,000 59,000 530,000 73,035 0 During the three months ended March 31, 2018 and 2017, the Company recorded total stock-based compensation expense in connection with restricted stock and restricted stock unit awards of $ 154,452 186,735 1,707,069 Three months ended March 31, 2018 (Unaudited) Restricted Stock Weighted Outstanding at December 31, 2017 1,061,471 $ 5.68 Granted 25,000 2.36 Vested and converted (85,135) 2.15 Forfeited - - Outstanding at March 31, 2018 1,001,336 $ 5.35 Common Stock Options 436,000 2.80 10 Number of Weighted Weighted Balance at December 31, 2017 1,794,453 $ 7.21 4.20 Granted 436,000 2.80 10.00 Exercised Forfeited Cancelled Balance at March 31, 2018 2,230,453 6.35 5.30 Options exercisable at end of period 1,794,453 $ 7.21 Options expected to vest 436,000 $ 2.80 Weighted average fair value of options granted during the period $ 1.19 As of December 31, 2017, the Company recognized a liability for employee bonus compensation related to stock options granted in January 2018 with a grant-date fair value of approximately $ 520,000 1.19 2.36 2.80 41 10 2.70 520,000 467,000 Common Stock Warrants Number of Weighted Weighted Balance at December 31, 2017 4,434,267 $ 4.12 1.29 Granted Cancelled Forfeited Exercised Balance at March 31, 2018 4,434,267 $ 4.12 1.05 Warrants exercisable at March 31, 2018 4,434,267 $ 4.12 1.05 Weighted average fair value of warrants granted during the period $ |
NET LOSS PER COMMON SHARE
NET LOSS PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
NET LOSS PER COMMON SHARE | NOTE 7 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 Three For the Three (Unaudited) (Unaudited) Numerator: Net loss available to common stockholders $ (4,028,590) $ (3,333,739) Denominator: Denominator for basic and diluted loss per share (weighted-average shares) 33,578,179 28,388,153 Net loss per common share, basic and diluted $ (0.12) $ (0.12) 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. March 31, 2018 March 31, 2017 (Unaudited) (Unaudited) Common stock equivalents: Stock options 2,230,453 1,794,453 Stock warrants 4,434,267 3,282,808 Restricted stock units 1,001,336 1,027,644 Convertible preferred stock 3,163,051 2,725,092 Total 10,829,107 8,829,997 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 COMMITMENTS AND CONTINGENCIES Operating Leases The Company leases its corporate facility and certain office equipment under operating leases with expiration dates through 2021. 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 2,578 12,333 12,619 Future minimum rental payments required under operating leases are as follows: 2018 $ 31,554 2019 7,440 2020 7,440 2021 620 $ 47,054 Mining Leases The Company leases certain mineral properties and water rights included in its Relief Canyon Properties. The future minimum lease payments under these mining leases are as follows: 2018 $ 78,994 2019 98,491 2020 137,485 2021 137,485 2022 142,485 Thereafter 937,290 $ 1,532,230 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 SUBSEQUENT EVENTS On April 26, 2018 the Company issued a total of 9,026 18,500 On April 29, 2018 the Company issued 12,377 25,000 |
SUMMARY OF SIGNIFICANT ACCOUN15
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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 wholly-owned subsidiaries as of March 31, 2018. 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 March 31, 2018, and the results of operations and cash flows for the three months ended March 31, 2018 have been included. The results of operations for the three months ended March 31, 2018 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, 2017, which are contained in the Company’s Form 10-K as filed with the Securities and Exchange Commission (“SEC”) on March 28, 2018. The consolidated balance sheet as of December 31, 2017, 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 an original 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 March 31, 2018, 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 - non current | Restricted cash non current Restricted cash consists of cash which is held as collateral under surface management surety bonds issued on the Company’s behalf. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: March 31, 2018 December 31, 2017 (Unaudited) Cash and cash equivalents $ 9,602,191 $ 12,858,873 Restricted cash non current 3,690,000 3,690,000 Total cash, cash equivalents and restricted cash $ 13,292,191 $ 16,548,873 |
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 and other current assets, accounts payable and accrued expenses approximate their estimated fair market values based on the short-term maturity of these instruments. |
Prepaid expenses and other current assets | Prepaid expenses and other current assets Prepaid expenses and other current assets of $ 904,042 1,006,779 |
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. Upon the completion of a final feasibility study indicating a mine is economically viable and a final decision to commence operating mine development activities to bring a mine into production, the property would enter into the development stage and the Company would 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 provide 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 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 March 31, 2018 and December 31, 2017, 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. The Company adopted ASU 2016-09, “Compensation - Stock Compensation (Topic 718)” (“ASU 2016-09”), which makes several modifications to Topic 718. Upon adoption of ASU 2016-09, the Company recognizes the effect of forfeitures in compensation cost as they occur, rather than estimating forfeitures as of the award date. Any previously recognized compensation cost will be reversed in the period of forfeiture. 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 transactions | Related party transactions 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. |
Foreign currency transactions | Foreign currency transactions The Company accounts for foreign currency transactions in accordance with ASC 830, “Foreign Currency Matters” (“ASC 830”), specifically the guidance in subsection ASC 830-20, “Foreign Currency Transactions”. The U.S. dollar is the functional and reporting currency for the Company and its subsidiaries. Pursuant to ASC 830, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at exchange rates in effect at the balance sheet date, with the resulting gains or losses upon settlement reported in foreign exchange gain (loss) in the computation of net income (loss). |
Recent accounting pronouncements | Recent accounting pronouncements In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash,” or ASU 2016-18. ASU 2016-18 is intended to clarify how entities present restricted cash in the statement of cash flows. The guidance requires entities to show the changes in the total of cash and cash equivalents and restricted cash in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash in the statement of cash flows. When cash and cash equivalents and restricted cash are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017 and is to be applied retrospectively. Early adoption was permitted, including adoption in an interim period. The Company early adopted ASU 2016-18 for the three-month period ended December 31, 2017 and its adoption did not have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates Step 2 from the goodwill impairment test. When an indication of impairment was identified after performing the first step of the goodwill impairment test, Step 2 required that an entity determine the fair value at the impairment testing date of its assets and liabilities (including unrecognized assets and liabilities) using the same procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Under the amendments in ASU No. 2017-04, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying value. An entity would recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value. In addition, an entity must consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. A public business entity that is a SEC filer should adopt the amendments in ASU No. 2017-04 for its annual, or any interim, good will impairment tests in fiscal years beginning after December 15, 2019. The Company does not believe the guidance will have a material impact on its consolidated financial statements. In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260)”. The amendments in the update change the classification of certain equity-linked financial instruments (or embedded features) with down round features. The amendments also clarify existing disclosure requirements for equity-classified instruments. For freestanding equity-classified financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260, Earnings Per Share, to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features would be subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, DebtDebt with Conversion and Other Options), including related EPS guidance (in Topic 260). For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company does not believe the guidance will have a material impact on its consolidated financial statements. In August 2017, the FASB issued ASU 2017-12 “Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities”. ASU 2017-12 eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness. The guidance is effective for the Company beginning after December 15, 2018, although early adoption is permitted. The 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. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statements of Cash Flows: March 31, 2018 December 31, 2017 (Unaudited) Cash and cash equivalents $ 9,602,191 $ 12,858,873 Restricted cash non current 3,690,000 3,690,000 Total cash, cash equivalents and restricted cash $ 13,292,191 $ 16,548,873 |
MINERAL PROPERTIES (Tables)
MINERAL PROPERTIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Mineral Industries Disclosures [Abstract] | |
Mineral Property | March 31 December 31, (Unaudited) 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 593,400 593,400 Water rights Gold Acquisition 70,000 - $ 22,873,912 $ 22,803,912 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment consisted of the following: Estimated Life March 31, December 31, (Unaudited) Furniture and fixtures 5 years $ 56,995 $ 56,995 Office and computer equipment 1 - 5 years 436,173 434,563 Land 358,886 358,886 Building and improvements 5 - 25 years 823,131 823,131 Site costs 10 years 1,518,129 1,417,704 Crushing system 20 years 2,514,021 2,514,021 Process plant and equipment 10 years 3,530,460 3,530,460 Vehicles and mining equipment 5 - 10 years 605,824 605,824 9,843,619 9,741,584 Less: accumulated depreciation (6,685,746) (6,438,218) $ 3,157,873 $ 3,303,366 |
ASSET RETIREMENT OBLIGATIONS (T
ASSET RETIREMENT OBLIGATIONS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of Asset Retirement Obligations | The following table summarizes activity in the Company’s ARO: March 31, March 31, (Unaudited) (Unaudited) Balance, beginning of period $ 963,303 $ 895,085 Accretion expense 8,813 9,632 Reclamation obligations settled - - Additions and changes in estimates - - Balance, end of period $ 972,116 $ 904,717 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Summary of the outstanding restricted stock | A summary of the status of the restricted stock units as of March 31, 2018, and of changes in restricted stock units outstanding during the three months ended March 31, 2018, is as follows: Three months ended March 31, 2018 (Unaudited) Restricted Stock Weighted Outstanding at December 31, 2017 1,061,471 $ 5.68 Granted 25,000 2.36 Vested and converted (85,135) 2.15 Forfeited - - Outstanding at March 31, 2018 1,001,336 $ 5.35 |
Summary of the outstanding stock options | A summary of the Company’s outstanding stock options as of March 31, 2018 (unaudited) and changes during the three months ended are presented below: Number of Weighted Weighted Balance at December 31, 2017 1,794,453 $ 7.21 4.20 Granted 436,000 2.80 10.00 Exercised Forfeited Cancelled Balance at March 31, 2018 2,230,453 6.35 5.30 Options exercisable at end of period 1,794,453 $ 7.21 Options expected to vest 436,000 $ 2.80 Weighted average fair value of options granted during the period $ 1.19 |
Summary of the outstanding stock warrants | A summary of the Company’s outstanding stock warrants as of March 31, 2018 (unaudited) and changes during the three months ended are presented below: Number of Weighted Weighted Balance at December 31, 2017 4,434,267 $ 4.12 1.29 Granted Cancelled Forfeited Exercised Balance at March 31, 2018 4,434,267 $ 4.12 1.05 Warrants exercisable at March 31, 2018 4,434,267 $ 4.12 1.05 Weighted average fair value of warrants granted during the period $ |
NET LOSS PER COMMON SHARE (Tabl
NET LOSS PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 Three For the Three (Unaudited) (Unaudited) Numerator: Net loss available to common stockholders $ (4,028,590) $ (3,333,739) Denominator: Denominator for basic and diluted loss per share (weighted-average shares) 33,578,179 28,388,153 Net loss per common share, basic and diluted $ (0.12) $ (0.12) |
Schedule of antidilutive securities excluded from computation diluted shares outstanding | In periods where the Company has a net loss, all dilutive securities are excluded. March 31, 2018 March 31, 2017 (Unaudited) (Unaudited) Common stock equivalents: Stock options 2,230,453 1,794,453 Stock warrants 4,434,267 3,282,808 Restricted stock units 1,001,336 1,027,644 Convertible preferred stock 3,163,051 2,725,092 Total 10,829,107 8,829,997 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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: 2018 $ 31,554 2019 7,440 2020 7,440 2021 620 $ 47,054 |
Schedule of future minimum lease payments under mining leases | The Company leases certain mineral properties and water rights included in its Relief Canyon Properties. The future minimum lease payments under these mining leases are as follows: 2018 $ 78,994 2019 98,491 2020 137,485 2021 137,485 2022 142,485 Thereafter 937,290 $ 1,532,230 |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Cash and cash equivalents | $ 9,602,191 | $ 12,858,873 | ||
Restricted cash - non current | 3,690,000 | 3,690,000 | ||
Total cash, cash equivalents and restricted cash | $ 13,292,191 | $ 16,548,873 | $ 10,594,252 | $ 13,972,102 |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Prepaid expenses | $ 904,042 | $ 1,006,779 |
Federal Deposit Insurance Corporation Premium Expense | $ 250,000 |
MINERAL PROPERTIES (Details)
MINERAL PROPERTIES (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Mineral properties | ||
Total Mineral Properties | $ 22,873,912 | $ 22,803,912 |
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 | 593,400 | 593,400 |
Water rights - Gold Acquisition [Member] | ||
Mineral properties | ||
Total Mineral Properties | $ 70,000 | $ 0 |
MINERAL PROPERTIES (Details Tex
MINERAL PROPERTIES (Details Textual) | Dec. 15, 2017USD ($) | Jan. 14, 2015USD ($)amine | Mar. 29, 2017USD ($) | Mar. 31, 2018USD ($)aminelb | Dec. 31, 2017USD ($)a | Dec. 29, 2017USD ($) | Feb. 28, 2018USD ($) | Sep. 30, 2013amine | Apr. 05, 2012amine |
Mineral properties | |||||||||
Royalty percentage on precious metals | 1.00% | ||||||||
Statewide bond | $ 200,000 | ||||||||
Payments to Acquire Businesses, Gross | $ 6,000,000 | ||||||||
Minerals Lease and Sublease work commitment Amount | $ 500,000 | ||||||||
Owner [Member] | |||||||||
Mineral properties | |||||||||
Acres of Property | a | 1,899 | ||||||||
Advance royalty required to pay per year | $ 10 | ||||||||
Royalty Return Percentage | 3.00% | ||||||||
Royalty Capping Amount | $ 25 | ||||||||
Purchase Options, Land | 500 | ||||||||
Net Smelter Return Payment | $ 1,000,000 | ||||||||
Lessor [Member] | |||||||||
Mineral properties | |||||||||
Unpatented mining claims owned | mine | 43 | ||||||||
Acres of Property | a | 800 | ||||||||
Advance royalty required to pay per year | $ 20,000 | ||||||||
Royalty Return Percentage | 3.00% | ||||||||
Royalty Capping Amount | $ 50,000 | ||||||||
Purchase Options, Land | 350,000 | ||||||||
Relief Canyon | |||||||||
Mineral properties | |||||||||
Unpatented mill sites owned | mine | 74 | ||||||||
Unpatented mining claims owned | mine | 1,056 | ||||||||
Acres of Property | a | 29,000 | ||||||||
Mine site Claim Owned | mine | 120 | ||||||||
Unpatented Mining Claims Leased | mine | 143 | ||||||||
Area of Land for Leased | a | 4,127 | ||||||||
Area of Land for Subleased | a | 3,739 | ||||||||
Royalty Return Percentage Total | 4.50% | ||||||||
Net smelter return royalty percentage | 2.00% | ||||||||
Newmont USA Ltd | |||||||||
Mineral properties | |||||||||
Acres of Property | a | 1,300 | ||||||||
BLM | |||||||||
Mineral properties | |||||||||
Statewide bond | $ 12,500,000 | ||||||||
Excess amount of the current coverage requirement to reclaim land disturbed in exploration and mining operations | 80,000 | ||||||||
Debt Instrument, Collateral Amount | $ 3,690,000 | ||||||||
New Nevada Lands, LLC | |||||||||
Mineral properties | |||||||||
Acres of Property | a | 1,600 | ||||||||
Maximum | Relief Canyon | |||||||||
Mineral properties | |||||||||
Royalty Return Percentage Total | 5.00% | ||||||||
Minimum | Relief Canyon | |||||||||
Mineral properties | |||||||||
Royalty Return Percentage | 2.00% | ||||||||
Relief Canyon Mine - Newmont Properties | |||||||||
Mineral properties | |||||||||
Unpatented lode mining claims owned | mine | 62 | ||||||||
Relief Canyon Mine - Newmont Properties | 2006 Mineral Lease and Sublease | |||||||||
Mineral properties | |||||||||
Rental payment per acre per year | a | 10 | ||||||||
Minerals Lease and Sublease work commitment Amount | $ 500,000 | ||||||||
Relief Canyon Mine - Newmont Properties | Victoria Gold | |||||||||
Mineral properties | |||||||||
Area of properties held under leases and subleases | a | 8,900 | ||||||||
Relief Canyon Mine - Newmont Properties | Victoria Gold | Relief Canyon | |||||||||
Mineral properties | |||||||||
Acres of Property | a | 13,300 | ||||||||
Relief Canyon Mine - Newmont Properties | Newmont USA Ltd | |||||||||
Mineral properties | |||||||||
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 | |||||||||
Acres of Property | a | 2,800 | ||||||||
Pershing Pass Property | |||||||||
Mineral properties | |||||||||
Unpatented mill sites owned | mine | 17 | ||||||||
Unpatented mining claims owned | mine | 765 | 19 | |||||||
Acres of Property | a | 12,900 | 400 | |||||||
Area of properties held under leases and subleases | a | 635 | ||||||||
Royalty percentage on gold if gold prices are less than $500 per ounce | 2.00% | ||||||||
Gold price (per ounce) | lb | 500 | ||||||||
Royalty percentage on gold if gold prices are over $1,500 per ounce | 3.50% | ||||||||
Gold price (per ounce) | lb | 1,500 | ||||||||
Rate at which the entity can repurchase royalty percentage of gold | $ 600,000 | ||||||||
Unpatented Mining Claims Leased | mine | 19 | ||||||||
Royalty Return Percentage | 2.00% | ||||||||
Net smelter return royalty percentage | 2.00% | ||||||||
Pershing Pass Property | Other Metal | |||||||||
Mineral properties | |||||||||
Royalty percentage on precious metals | 0.50% | ||||||||
Pershing Pass Property | Wolf Pack Gold (Nevada) Corp | |||||||||
Mineral properties | |||||||||
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 | |||||||||
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 | |||||||||
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 | |||||||||
Advance royalty required to pay per year | 15,000 | ||||||||
Pershing Pass Property | Minimum | Wolf Pack Gold (Nevada) Corp | September 2033 | |||||||||
Mineral properties | |||||||||
Advance royalty required to pay per year | $ 20,000 | ||||||||
2015 Newmont Lease | |||||||||
Mineral properties | |||||||||
Acres of Property | a | 2,770 | ||||||||
Percentage of Royalty To Smelter Returns | 2.50% | ||||||||
Minerals Lease and Sublease work commitment Amount | $ 2,300,000 | $ 2,600,000 | |||||||
Minerals Lease and Sublease exploration expenditures | $ 2,900,000 | ||||||||
Newmont Leased Property [Member] | |||||||||
Mineral properties | |||||||||
Amount required to be spent in exploration expenses in 2017 | 260,000 | ||||||||
Minerals Lease and Sublease work commitment Amount | $ 1,500,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 9,843,619 | $ 9,741,584 |
Less: accumulated depreciation | (6,685,746) | (6,438,218) |
Total property and equipment, net | 3,157,873 | 3,303,366 |
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 | $ 436,173 | 434,563 |
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 | $ 823,131 | 823,131 |
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 | $ 1,518,129 | 1,417,704 |
Estimated Life | 10 years | |
Crushing system | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 2,514,021 | 2,514,021 |
Estimated Life | 20 years | |
Process plant and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 3,530,460 | 3,530,460 |
Estimated Life | 10 years | |
Vehicles and mining equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, gross | $ 605,824 | $ 605,824 |
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 (Detai28
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $ 247,528 | $ 269,195 |
ASSET RETIREMENT OBLIGATIONS (D
ASSET RETIREMENT OBLIGATIONS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Balance, beginning of period | $ 963,303 | $ 895,085 |
Accretion expense | 8,813 | 9,632 |
Reclamation obligations settled | 0 | 0 |
Additions and changes in estimates | 0 | 0 |
Balance, end of period | $ 972,116 | $ 904,717 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Restricted Stock Unit | |
Beginning Balance | shares | 1,061,471 |
Granted | shares | 25,000 |
Vested and converted | shares | (85,135) |
Forfeited | shares | 0 |
Ending Balance | shares | 1,001,336 |
Weighted Average Grant-Date Fair Value Per Share | |
Beginning Balance | $ / shares | $ 5.68 |
Granted | $ / shares | 2.36 |
Vested and converted | $ / shares | 2.15 |
Forfeited | $ / shares | 0 |
Ending Balance | $ / shares | $ 5.35 |
STOCKHOLDERS' EQUITY (Details 1
STOCKHOLDERS' EQUITY (Details 1) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2016 | |
Number of Options | ||
Beginning Balance | 1,794,453 | |
Granted | 436,000 | |
Exercised | 0 | |
Forfeited | 0 | |
Cancelled | 0 | |
Ending Balance | 2,230,453 | |
Options exercisable at end of period | 1,794,453 | |
Options expected to vest | 436,000 | |
Weighted Average Exercise Price | ||
Beginning Balance | $ 7.21 | |
Granted | 2.8 | |
Exercised | 0 | |
Forfeited | 0 | |
Cancelled | 0 | |
Ending Balance | 6.35 | |
Options exercisable at end of period | 7.21 | |
Options expected to vest | 2.80 | |
Weighted average fair value of options granted during the period | $ 1.19 | |
Weighted Average Remaining Contractual Life (Years) | ||
Balance | 5 years 3 months 18 days | 4 years 2 months 12 days |
Granted | 10 years | |
Exercised | 0 years | |
Forfeited | 0 years | |
Cancelled | 0 years |
STOCKHOLDERS' EQUITY (Details 2
STOCKHOLDERS' EQUITY (Details 2) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2016 | |
Number of Warrants | ||
Beginning Balance | 4,434,267 | |
Granted | 0 | |
Cancelled | 0 | |
Forfeited | 0 | |
Exercised | 0 | |
Ending Balance | 4,434,267 | |
Warrants exercisable | 4,434,267 | |
Weighted Average Exercise Price | ||
Beginning Balance | $ 4.12 | |
Granted | 0 | |
Cancelled | 0 | |
Forfeited | 0 | |
Exercised | 0 | |
Ending Balance | 4.12 | |
Warrants exercisable | 4.12 | |
Weighted average fair value of warrants granted during the period | $ 0 | |
Weighted Average Remaining Contractual Life (Years) | ||
Balance | 1 year 18 days | 1 year 3 months 14 days |
Granted | 0 years | |
Cancelled | 0 years | |
Forfeited | 0 years | |
Exercised | 0 years | |
Warrants exercisable | 1 year 18 days |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 28, 2018 | Jan. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | 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 | ||||||
Stock-based compensation expense | $ 520,000 | |||||||
Share Price | $ 2.36 | |||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | ||||||
Shares Issued, Price Per Share | $ 1.19 | |||||||
Deferred Compensation Liability, Current and Noncurrent | $ 467,000 | $ 520,000 | ||||||
Accrued Bonus Reduction Related To Vesting Of Restricted Stock | $ 73,035 | $ 371,508 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 436,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 2.80 | $ 6.35 | $ 7.21 | |||||
Sale of Stock, Price Per Share | $ 2.80 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 41.00% | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.70% | |||||||
Accounts Payable and Accrued Liabilities [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock-based compensation expense | $ 59,000 | $ 530,000 | ||||||
Deferred Compensation Liability, Current | $ 0 | $ 59,000 | $ 530,000 | |||||
Amendment [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Shares Authorized | 200,000,000 | 800,000,000 | ||||||
Restricted Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Stock-based compensation expense | 154,452 | $ 186,735 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 1,707,069 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 18,518 | 25,000 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 85,135 | |||||||
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 | ||||||
Convertible 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 | 8,946 | ||||||
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 | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||
Net loss available to common stockholders | $ (4,028,590) | $ (3,333,739) |
Denominator: | ||
Denominator for basic and diluted loss per share (weighted-average shares) | 33,578,179 | 28,388,153 |
Net loss per common share, basic and diluted | $ (0.12) | $ (0.12) |
NET LOSS PER COMMON SHARE (De35
NET LOSS PER COMMON SHARE (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 10,829,107 | 8,829,997 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 2,230,453 | 1,794,453 |
Stock warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 4,434,267 | 3,282,808 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 1,001,336 | 1,027,644 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common stock equivalents | 3,163,051 | 2,725,092 |
COMMITMENTS AND CONTINGENCIES36
COMMITMENTS AND CONTINGENCIES (Details) | Mar. 31, 2018USD ($) |
Other Commitments [Line Items] | |
2,018 | $ 31,554 |
2,019 | 7,440 |
2,020 | 7,440 |
2,021 | 620 |
Total | $ 47,054 |
COMMITMENTS AND CONTINGENCIES37
COMMITMENTS AND CONTINGENCIES (Details 1) | Mar. 31, 2018USD ($) |
COMMITMENTS AND CONTINGENCIES [Line Items] | |
2,018 | $ 78,994 |
2,019 | 98,491 |
2,020 | 137,485 |
2,021 | 137,485 |
2,022 | 142,485 |
Thereafter | 937,290 |
Total | $ 1,532,230 |
COMMITMENTS AND CONTINGENCIES38
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Other Commitments [Line Items] | ||
Operating Leases, Rent Expense, Net | $ 12,333 | $ 12,619 |
Lease Expiring Period | 39 months | |
Deferred Rent Credit | $ 2,578 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - Subsequent Event - USD ($) | Apr. 29, 2018 | Apr. 26, 2018 |
Subsequent Event [Line Items] | ||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 12,377 | 9,026 |
Retainer and Meeting Fees | $ 18,500 | |
Initial Board Retainer Fees | $ 25,000 |