Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 8-May-15 | |
Document Information [Line Items] | ||
Entity Registrant Name | Skyline Medical Inc. | |
Entity Central Index Key | 1446159 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | SKLN | |
Entity Common Stock, Shares Outstanding | 3,280,600 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash | $3,453 | $16,384 |
Accounts Receivable | 90,033 | 57,549 |
Inventories | 301,389 | 367,367 |
Prepaid Expense and other assets | 79,290 | 190,015 |
Total Current Assets | 474,165 | 631,315 |
Fixed Assets, net | 171,313 | 196,479 |
Intangibles, net | 79,439 | 73,183 |
Total Assets | 724,917 | 900,977 |
Current Liabilities: | ||
Accounts Payable | 2,464,163 | 2,194,518 |
Accrued Expenses | 2,623,480 | 3,066,379 |
Short-term note payable net of discounts of $95,801 and $194,097 (See Note 4) | 907,242 | 937,424 |
Deferred Revenue | 71,338 | 5,000 |
Total Current Liabilities | 6,066,223 | 6,203,321 |
Accrued Expenses | 203,456 | 213,883 |
Total Liabilities | 6,269,679 | 6,417,204 |
Commitments and Contingencies | ||
Stockholders' Deficit: | ||
Series A Convertible Preferred Stock, $.01 par value, $100 Stated Value, 10,000,000 authorized, 20,550 outstanding | 206 | 206 |
Common Stock, $.01 par value, 10,666,667 authorized, 3,142,737 and 3,092,766 outstanding | 31,426 | 30,927 |
Additional paid-in capital | 30,320,907 | 30,093,745 |
Accumulated Deficit | -35,897,301 | -35,641,105 |
Total Stockholders' Deficit | -5,544,762 | -5,516,227 |
Total Liabilities and Stockholders' Deficit | $724,917 | $900,977 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Discount on short term note payable (in dollars) | $95,801 | $194,097 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 10,666,667 | 10,666,667 |
Common stock, shares outstanding | 3,142,737 | 3,092,766 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, stated value (in dollars per share) | $100 | $100 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 20,550 | 20,550 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CONDENSED STATEMENTS OF OPERATIONS [Abstract] | ||
Revenue | $151,274 | $70,220 |
Cost of goods sold | 95,968 | 31,083 |
Gross margin | 55,306 | 39,137 |
General and administrative expense | -127,795 | 1,179,281 |
Operations expense | 21,317 | 265,274 |
Sales and marketing expense | 233,957 | 204,920 |
Interest expense | 153,622 | 18,123 |
Loss (gain) on valuation of equity-linked financial instruments | -11,468 | |
Total Expense | 281,101 | 1,656,130 |
Net loss available to common shareholders | ($225,795) | ($1,616,993) |
Loss per common share - basic and diluted (in dollars per share) | ($0.07) | ($0.55) |
Weighted average shares used in computation - basic and diluted (in shares) | 3,100,244 | 2,949,651 |
STATEMENT_OF_STOCKHOLDERS_DEFI
STATEMENT OF STOCKHOLDERS' DEFICIT (USD $) | Total | Note convertible at $6.68 per share [Member] | Note convertible at $6.68 per share [Member] | Note convertible at $5.85 per share [Member] | Note convertible at $5.03 per share [Member] | Note convertible at $5.14 per share [Member] | Note convertible at $5.00 per share [Member] | Note convertible at $5.26 per share [Member] | Note convertible at $5.26 per share [Member] | Note convertible at $5.95 per share [Member] | Note convertible at $5.05 per share [Member] | Note convertible at $2.90 per share [Member] | Note convertible at $2.96 per share [Member] | Note convertible at $2.91 per share [Member] | Note convertible at $2.77 per share [Member] | Note convertible at $2.25 per share [Member] | Shares issued at $20.63 per share [Member] | Shares issued at $18.75 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $11.25 per share [Member] | Shares issued at $18.75 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $9.75 per share [Member] | Shares issued at $9.75 per share [Member] | Option exercisable at $1.25 per share [Member] | Option exercisable at $5.25 per share [Member] | Option exercisable at $5.25 per share [Member] | Warrant exercisable at $15.00 per share [Member] | Warrant exercisable at $12.75 per share [Member] | Warrant exercisable at $.75 per share [Member] | Warrant exercisable at $13.50 per share [Member] | Warrant exercisable at $7.50 per share [Member] | Warrant exercisable at $5.63 per share [Member] | Warrant exercisable at $12.75 per share [Member] | Warrant exercisable at $11.25 per share [Member] | Warrant exercisable at $13.50 per share [Member] | Warrant exercisable at $9.75 per share [Member] | Warrant exercisable at $5.63 per share [Member] | Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Deficit [Member] | Deficit [Member] | Deficit [Member] | Deficit [Member] | Deficit [Member] | Deficit [Member] |
Note convertible at $6.68 per share [Member] | Note convertible at $6.68 per share [Member] | Note convertible at $5.85 per share [Member] | Note convertible at $5.03 per share [Member] | Note convertible at $5.14 per share [Member] | Note convertible at $5.00 per share [Member] | Note convertible at $5.26 per share [Member] | Note convertible at $5.26 per share [Member] | Note convertible at $5.95 per share [Member] | Note convertible at $5.05 per share [Member] | Note convertible at $2.90 per share [Member] | Note convertible at $2.96 per share [Member] | Note convertible at $2.91 per share [Member] | Note convertible at $2.77 per share [Member] | Note convertible at $2.25 per share [Member] | Shares issued at $20.63 per share [Member] | Shares issued at $18.75 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $11.25 per share [Member] | Shares issued at $18.75 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $9.75 per share [Member] | Shares issued at $9.75 per share [Member] | Option exercisable at $1.25 per share [Member] | Option exercisable at $5.25 per share [Member] | Option exercisable at $5.25 per share [Member] | Warrant exercisable at $15.00 per share [Member] | Warrant exercisable at $12.75 per share [Member] | Warrant exercisable at $.75 per share [Member] | Warrant exercisable at $13.50 per share [Member] | Warrant exercisable at $7.50 per share [Member] | Warrant exercisable at $5.63 per share [Member] | Warrant exercisable at $12.75 per share [Member] | Warrant exercisable at $11.25 per share [Member] | Warrant exercisable at $13.50 per share [Member] | Warrant exercisable at $9.75 per share [Member] | Warrant exercisable at $5.63 per share [Member] | Note convertible at $6.68 per share [Member] | Note convertible at $6.68 per share [Member] | Note convertible at $5.85 per share [Member] | Note convertible at $5.03 per share [Member] | Note convertible at $5.14 per share [Member] | Note convertible at $5.00 per share [Member] | Note convertible at $5.26 per share [Member] | Note convertible at $5.26 per share [Member] | Note convertible at $5.95 per share [Member] | Note convertible at $5.05 per share [Member] | Note convertible at $2.90 per share [Member] | Note convertible at $2.96 per share [Member] | Note convertible at $2.91 per share [Member] | Note convertible at $2.77 per share [Member] | Note convertible at $2.25 per share [Member] | Shares issued at $20.63 per share [Member] | Shares issued at $18.75 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $11.25 per share [Member] | Shares issued at $18.75 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $9.75 per share [Member] | Shares issued at $9.75 per share [Member] | Option exercisable at $1.25 per share [Member] | Option exercisable at $5.25 per share [Member] | Option exercisable at $5.25 per share [Member] | Warrant exercisable at $15.00 per share [Member] | Warrant exercisable at $12.75 per share [Member] | Warrant exercisable at $.75 per share [Member] | Warrant exercisable at $13.50 per share [Member] | Warrant exercisable at $7.50 per share [Member] | Warrant exercisable at $5.63 per share [Member] | Warrant exercisable at $12.75 per share [Member] | Warrant exercisable at $11.25 per share [Member] | Warrant exercisable at $13.50 per share [Member] | Warrant exercisable at $9.75 per share [Member] | Warrant exercisable at $5.63 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $19.50 per share [Member] | Shares issued at $9.75 per share [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2013 | ($3,218,454) | $29,325 | $25,449,636 | ($28,697,415) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2013 | 2,932,501 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for warrant exercise | 1,296 | 2,493 | 1,630 | 36,000 | 3,605 | 2,333 | 224 | 2,794 | 1,058 | 62,500 | 17 | 33 | 22 | 27 | 48 | 31 | 3 | 37 | 14 | 111 | 1,279 | 2,460 | 1,608 | 35,973 | 3,557 | 2,302 | 221 | 2,757 | 1,044 | 62,389 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for warrant exercise, shares | 1,728 | 3,323 | 2,174 | 2,667 | 4,807 | 3,112 | 299 | 3,725 | 1,410 | 11,111 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for option exercise | 5,430 | 1,400 | 1,750 | 43 | 3 | 3 | 5,387 | 1,397 | 1,747 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for option exercise, shares | 4,336 | 267 | 333 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued as Investor Relations compensation | 41,250 | 25,000 | 24,000 | 25,000 | 20 | 13 | 21 | 13 | 41,230 | 24,987 | 23,979 | 24,987 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued as Investor Relations compensation, shares | 2,000 | 1,333 | 2,133 | 1,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of reduction in escrow account per settlement agreement. | -3,333 | -44 | -3,289 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reduction in escrow account per settlement agreement, shares | -4,444 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued to 16 shareholders of Series A Convertible Preferred Stock | -1 | 52,500 | 10 | 16 | 16 | 16 | 78 | 18,909 | 30,384 | 30,385 | 30,385 | 52,422 | -18,919 | -30,400 | -30,401 | -30,402 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued to 16 shareholders of Series A Convertible Preferred Stock, shares | 972 | 1,561 | 1,561 | 1,561 | 7,778 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vesting Expense | 705,434 | 705,434 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Options issued as part of employee bonus | 694,500 | 694,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Preferred stock | 2,055,001 | 206 | 2,054,795 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of equity instruments issued with debt | 313,175 | 313,175 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for a note conversion | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 20,000 | 30,000 | 30,000 | 280,616 | 30 | 30 | 34 | 38 | 39 | 40 | 38 | 57 | 50 | 556 | 19,970 | 19,970 | 19,966 | 19,962 | 19,961 | 19,960 | 19,962 | 29,943 | 29,950 | 280,060 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for a note conversion, shares | 1,559 | 3,018 | 3,019 | 3,435 | 3,894 | 3,894 | 3,997 | 3,804 | 5,706 | 5,044 | 55,568 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued into an escrow account per settlement agreement | 137 | 137 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued into an escrow account per settlement agreement, shares | 13,700 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares adjusted for rounding per reverse stock split | 2 | 1 | 1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares adjusted for rounding per reverse stock split, shares | 106 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | -6,833,568 | -6,833,568 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2014 | -5,516,227 | 206 | 30,927 | 30,093,745 | -35,641,105 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2014 | 3,092,766 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Value of reduction in escrow account per settlement agreement. | -3,333 | -44 | -3,289 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reduction in escrow account per settlement agreement, shares | -4,444 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued to 16 shareholders of Series A Convertible Preferred Stock | -1 | 31 | 31 | -31 | 30,369 | -30,401 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued to 16 shareholders of Series A Convertible Preferred Stock, shares | 3,122 | 3,121 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vesting Expense | 72,116 | 72,116 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Issuance of Preferred stock | 2,055,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for a note conversion | 10,000 | 20,000 | 30,000 | 33,478 | 35,000 | 34 | 68 | 103 | 120 | 156 | 9,966 | 19,932 | 29,897 | 33,358 | 34,844 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued for a note conversion, shares | 3,447 | 6,762 | 10,313 | 12,098 | 15,552 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net loss | -225,795 | -225,795 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at Mar. 31, 2015 | ($5,544,762) | $206 | $31,426 | $30,320,907 | ($35,897,301) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Mar. 31, 2015 | 3,142,737 |
STATEMENT_OF_STOCKHOLDERS_DEFI1
STATEMENT OF STOCKHOLDERS' DEFICIT (Parenthetical) (item, USD $) | 12 Months Ended | 3 Months Ended |
Dec. 31, 2014 | Mar. 31, 2015 | |
Note convertible at $6.68 per share [Member] | ||
Shares issued for a note conversion, conversion price | $6.68 | |
Note convertible at $6.68 per share [Member] | ||
Shares issued for a note conversion, conversion price | $6.68 | |
Note convertible at $5.85 per share [Member] | ||
Shares issued for a note conversion, conversion price | $5.85 | |
Note convertible at $5.03 per share [Member] | ||
Shares issued for a note conversion, conversion price | $5.03 | |
Note convertible at $5.14 per share [Member] | ||
Shares issued for a note conversion, conversion price | $5.14 | |
Note convertible at $5.00 per share [Member] | ||
Shares issued for a note conversion, conversion price | $5 | |
Note convertible at $5.26 per share [Member] | ||
Shares issued for a note conversion, conversion price | $5.26 | |
Note convertible at $5.26 per share [Member] | ||
Shares issued for a note conversion, conversion price | $5.26 | |
Note convertible at $5.95 per share [Member] | ||
Shares issued for a note conversion, conversion price | $5.95 | |
Note convertible at $5.05 per share [Member] | ||
Shares issued for a note conversion, conversion price | $5.05 | |
Note convertible at $2.90 per share [Member] | ||
Shares issued for a note conversion, conversion price | $2.90 | |
Note convertible at $2.96 per share [Member] | ||
Shares issued for a note conversion, conversion price | $2.96 | |
Note convertible at $2.91 per share [Member] | ||
Shares issued for a note conversion, conversion price | $2.91 | |
Note convertible at $2.77 per share [Member] | ||
Shares issued for a note conversion, conversion price | $2.77 | |
Note convertible at $2.25 per share [Member] | ||
Shares issued for a note conversion, conversion price | $2.25 | |
Shares issued at $20.63 per share [Member] | ||
Share issue price per share | $20.63 | |
Shares issued at $18.75 per share [Member] | ||
Share issue price per share | $18.75 | |
Shares issued at $19.50 per share [Member] | ||
Share issue price per share | $19.50 | |
Number of shareholders to whom shares issued | 16 | |
Shares issued at $11.25 per share [Member] | ||
Share issue price per share | $11.25 | |
Shares issued at $18.75 per share [Member] | ||
Share issue price per share | $18.75 | |
Shares issued at $19.50 per share [Member] | ||
Share issue price per share | $19.50 | |
Number of shareholders to whom shares issued | 16 | |
Shares issued at $19.50 per share [Member] | ||
Share issue price per share | $19.50 | |
Number of shareholders to whom shares issued | 16 | |
Shares issued at $19.50 per share [Member] | ||
Share issue price per share | $19.50 | |
Number of shareholders to whom shares issued | 16 | |
Shares issued at $9.75 per share [Member] | ||
Share issue price per share | $9.75 | |
Number of shareholders to whom shares issued | 16 | |
Shares issued at $9.75 per share [Member] | ||
Share issue price per share | $9.75 | |
Number of shareholders to whom shares issued | 16 | |
Option exercisable at $1.25 per share [Member] | ||
Shares issued for option exercise, exercise price | $1.25 | |
Option exercisable at $5.25 per share [Member] | ||
Shares issued for option exercise, exercise price | $5.25 | |
Option exercisable at $5.25 per share [Member] | ||
Shares issued for option exercise, exercise price | $5.25 | |
Warrant exercisable at $15.00 per share [Member] | ||
Shares issued for warrant exercise, exercise price | $15 | |
Warrant exercisable at $12.75 per share [Member] | ||
Shares issued for warrant exercise, exercise price | $12.75 | |
Warrant exercisable at $.75 per share [Member] | ||
Shares issued for warrant exercise, exercise price | $0.75 | |
Warrant exercisable at $13.50 per share [Member] | ||
Shares issued for warrant exercise, exercise price | $13.50 | |
Warrant exercisable at $7.50 per share [Member] | ||
Shares issued for warrant exercise, exercise price | $7.50 | |
Warrant exercisable at $5.63 per share [Member] | ||
Shares issued for warrant exercise, exercise price | $5.63 | |
Warrant exercisable at $12.75 per share [Member] | ||
Shares issued for warrant exercise, exercise price | $12.75 | |
Warrant exercisable at $11.25 per share [Member] | ||
Shares issued for warrant exercise, exercise price | $11.25 | |
Warrant exercisable at $13.50 per share [Member] | ||
Shares issued for warrant exercise, exercise price | $13.50 | |
Warrant exercisable at $9.75 per share [Member] | ||
Shares issued for warrant exercise, exercise price | $9.75 | |
Warrant exercisable at $5.63 per share [Member] | ||
Shares issued for warrant exercise, exercise price | $5.63 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flow from operating activities: | ||
Net loss | ($225,795) | ($1,616,993) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 19,874 | 9,385 |
Vested stock options and warrants | 72,116 | 273,420 |
Equity instruments issued for management and consulting | -3,333 | 62,917 |
Amortization of debt discount | 98,296 | |
Loss on Sales of Equipment | 6,736 | |
(Gain) loss on valuation of equity-linked instruments | -11,468 | |
Changes in assets and liabilities: | ||
Accounts receivable | -32,484 | 33,391 |
Inventories | 65,978 | -269,392 |
Prepaid expense and other assets | 110,725 | -62,057 |
Accounts payable | 269,645 | 40,535 |
Accrued expenses | -453,327 | -212,181 |
Deferred Revenue | 66,338 | |
Net cash used in operating activities: | -5,231 | -1,752,443 |
Cash flow from investing activities: | ||
Purchase of fixed assets | -72,377 | |
Purchase of intangibles | -7,700 | -14,226 |
Net cash used in investing activities | -7,700 | -86,603 |
Cash flow from financing activities: | ||
Proceeds from long-term and convertible debt | 20,000 | |
Principal payments on debt | -300,000 | |
Issuance of preferred stock | 2,055,000 | |
Issuance of common stock | 92,831 | |
Net cash provided by (used in) financing activities | 1,867,831 | |
Net increase (decrease) in cash | -12,931 | 28,785 |
Cash at beginning of period | 16,384 | 101,953 |
Cash at end of period | 3,453 | 130,738 |
Non cash transactions: | ||
Common stock issued for accrued interest/bonus | 694,500 | |
Common stock issued to satisfy debt | $128,478 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||
Nature of Operations and Continuance of Operations | |||||||||
Skyline Medical Inc. (the "Company") was incorporated under the laws of the State of Minnesota in 2002. Effective August 6, 2013, the Company changed its name to Skyline Medical Inc. As of March 31, 2015, the registrant had 3,142,737 shares of common stock, par value $.01 per share, outstanding, adjusted for a 1-for-75 reverse stock split effective October 24, 2014. In this Report, all numbers of shares and per share amounts, as appropriate, have been stated to reflect the reverse stock split. Pursuant to an Agreement and Plan of Merger dated effective December 16, 2013, the Company merged with and into a Delaware corporation with the same name that was its wholly-owned subsidiary, with such Delaware Corporation as the surviving corporation of the merger. The Company has developed an environmentally safe system for the collection and disposal of infectious fluids that result from surgical procedures and post-operative care. The Company also makes ongoing sales of our proprietary cleaning fluid and filters to users of our systems. In April 2009, the Company received 510(k) clearance from the FDA to authorize the Company to market and sell its STREAMWAY FMS products. | |||||||||
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a stockholders' deficit. These factors raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In September 2014, we filed a registration statement with the SEC in connection with a proposed public offering of common stock and warrants. We continue to pursue this public offering, with the intention of listing our common stock on NASDAQ, and we intend to update the registration statement as soon as possible following the filing of this report. We also are seeking additional financing through one or more private placements of securities. | |||||||||
Since inception to March 31, 2015, the Company raised approximately $9,168,000 in equity, inclusive of $2,055,000 from a private placement of Series A Convertible Preferred Stock, and $5,435,000 in debt financing. See “Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.” | |||||||||
Recent Accounting Developments | |||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers and created a new topic in the FASB Accounting Standards Codification ("ASC"), Topic 606. The new standard provides a single comprehensive revenue recognition framework for all entities and supersedes nearly all existing U.S. GAAP revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries and also requires enhanced disclosures. The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is not permitted. We are currently evaluating the impact this guidance may have on our financial statements and related disclosures. | |||||||||
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting | |||||||||
Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 during the year 2014. | |||||||||
In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation" providing explicit guidance on how to account for share-based payments granted to employees in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact this guidance may have on our financial statements. | |||||||||
We reviewed all other significant newly issued accounting pronouncements and determined they are either not applicable to our business or that no material effect is expected on our financial position and results of our operations. | |||||||||
Valuation of Intangible Assets | |||||||||
We review identifiable intangible assets for impairment in accordance with ASC 350 — Intangibles —Goodwill and Other, whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Our intangible assets are currently solely the costs of obtaining trademarks and patents. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which we operate. If such events or changes in circumstances are present, the undiscounted cash flows method is used to determine whether the intangible asset is impaired. Cash flows would include the estimated terminal value of the asset and exclude any interest charges. If the carrying value of the asset exceeds the undiscounted cash flows over the estimated remaining life of the asset, the asset is considered impaired, and the impairment is measured by reducing the carrying value of the asset to its fair value using the discounted cash flows method. The discount rate utilized is based on management's best estimate of the related risks and return at the time the impairment assessment is made. | |||||||||
Accounting Policies and Estimates | |||||||||
The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
Presentation of Taxes Collected from Customers | |||||||||
Sales taxes are imposed on the Company's sales to nonexempt customers. The Company collects the taxes from customers and remits the entire amounts to the governmental authorities. The Company's accounting policy is to exclude the taxes collected and remitted from revenues and expenses. | |||||||||
Shipping and Handling | |||||||||
Shipping and handling charges billed to customers are recorded as revenue. Shipping and handling costs are recorded within cost of goods sold on the statement of operations. | |||||||||
Advertising | |||||||||
Advertising costs are expensed as incurred. Advertising expenses were $917 in the three months ended March 31, 2015 and were $6,543 in the three months ended March 31, 2014. | |||||||||
Research and Development | |||||||||
Research and development costs are charged to operations as incurred. Research and development expenses were $62,662 in the three months ended March 31, 2015 and $118,351 for March 31, 2014. | |||||||||
Revenue Recognition | |||||||||
The Company recognizes revenue in accordance with the SEC's Staff Accounting Bulletin Topic 13 Revenue Recognition and ASC 605-Revenue Recognition. | |||||||||
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is probable. Delivery is considered to have occurred upon either shipment of the product or arrival at its destination based on the shipping terms of the transaction. The Company's standard terms specify that shipment is FOB Skyline and the Company will, therefore, recognize revenue upon shipment in most cases. This revenue recognition policy applies to shipments of the STREAMWAY FMS units as well as shipments of cleaning solution kits. When these conditions are satisfied, the Company recognizes gross product revenue, which is the price it charges generally to its customers for a particular product. Under the Company's standard terms and conditions, there is no provision for installation or acceptance of the product to take place prior to the obligation of the customer. The customer's right of return is limited only to the Company's standard one-year warranty whereby the Company replaces or repairs, at its option, and it would be rare that the STREAMWAY FMS unit or significant quantities of cleaning solution kits may be returned. Additionally, since the Company buys both the STREAMWAY FMS units and cleaning solution kits from “turnkey” suppliers, the Company would have the right to replacements from the suppliers if this situation should occur. | |||||||||
Receivables | |||||||||
Receivables are reported at the amount the Company expects to collect on balances outstanding. The Company provides for probable uncollectible amounts through charges to earnings and credits to the valuation based on management's assessment of the current status of individual accounts, changes to the valuation allowance have not been material to the financial statements. | |||||||||
Inventories | |||||||||
Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out basis. Inventory balances are as follows: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Finished goods | $ | 65,459 | $ | 88,362 | |||||
Raw materials | 221,996 | 237,556 | |||||||
Work-In-Process | 13,934 | 41,449 | |||||||
Total | $ | 301,389 | $ | 367,367 | |||||
Property and Equipment | |||||||||
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. Estimated useful asset life by classification is as follows: | |||||||||
Years | |||||||||
Computers and office equipment | 7-Mar | ||||||||
Leasehold improvements | 5 | ||||||||
Manufacturing tooling | 7-Mar | ||||||||
Demo Equipment | 3 | ||||||||
The Company's investment in Fixed Assets consists of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Computers and office equipment | $ | 123,708 | $ | 123,708 | |||||
Leasehold improvements | 23,874 | 23,874 | |||||||
Manufacturing tooling | 97,288 | 97,288 | |||||||
Demo Equipment | 22,141 | 30,576 | |||||||
Total | 267,011 | 275,446 | |||||||
Less: Accumulated depreciation | 95,698 | 78,967 | |||||||
Total Fixed Assets, Net | $ | 171,313 | $ | 196,479 | |||||
Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred. | |||||||||
Intangible Assets | |||||||||
Intangible assets consist of trademarks and patent costs. Amortization expense was $1,444 in the three months ended March 31, 2015, and was $0 in the three months ended March 31, 2014.The assets are reviewed for impairment annually, and impairment losses, if any, are charged to operations when identified. | |||||||||
Income Taxes | |||||||||
The Company accounts for income taxes in accordance with ASC 740- Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. | |||||||||
The Company reviews income tax positions expected to be taken in income tax returns to determine if there are any income tax uncertainties. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified no income tax uncertainties. | |||||||||
Tax years subsequent to 2011 remain open to examination by federal and state tax authorities. | |||||||||
Patents and Intellectual Property | |||||||||
On January 25th, 2014 the Company filed a non-provisional PCT Application No. PCT/US2014/013081 claiming priority from the U.S. Provisional Patent Application, number 61756763 which was filed one year earlier on January 25th, 2013. The Patent Cooperation Treaty (“PCT”) allows an applicant to file a single patent application to seek patent protection for an invention simultaneously in each of the 148 countries of the PCT, including the United States. By filing this single “international” patent application through the PCT, it is easier and more cost effective than filing separate applications directly with each national or regional patent office in which patent protection is desired. | |||||||||
Our PCT patent application is for the new model of the surgical fluid waste management system. We obtained a favorable International Search Report from the PCT searching authority indicating that the claims in our PCT application are patentable (i.e., novel and non-obvious) over the cited prior art. A feature claimed in the PCT application is the ability to maintain continuous suction to the surgical field while measuring, recording and evacuating fluid to the facilities sewer drainage system. This provides for continuous operation of the STREAMWAY System unit in suctioning waste fluids, which means that suction is not interrupted during a surgical operation, for example, to empty a fluid collection container or otherwise dispose of the collected fluid. | |||||||||
The Company holds the following granted patents in the United States and a pending application in the United States on its earlier models: US7469727, US8123731 and U.S. Publication No. US20090216205 (collectively, the “Patents”). These Patents will begin to expire on August 8, 2023. | |||||||||
Subsequent Events | |||||||||
Convertible Notes Issued in 2015. On April 8, 2015, the Company entered into a securities purchase agreement with a private investor, pursuant to which the Company agreed to issue and sell (i) a senior convertible note, in an original principal amount of $125,000 (the “April 2015 Note”), which shall be convertible into a certain amount of shares of Common Stock, in accordance with the terms of the April 2015 Note, for an aggregate purchase price of $100,000 (representing an approximately 20% original issue discount (the “April 2015 Convertible Notes Offering”). The terms of the April 2015 Note are substantially similar to those of the 2014 Convertible Notes. | |||||||||
Convertible Notes Issued in 2015. On May 8, 2015, the Company entered into a securities purchase agreement with a private investor, pursuant to which the Company agreed to issue and sell (i) a senior convertible note, in an original principal amount of $150,000 (the “May 2015 Note”), which shall be convertible into a certain amount of shares of Common Stock, in accordance with the terms of the May 2015 Note (the “May 2015 Convertible Notes Offering”). The terms of the May 2015 Note are substantially similar to those of the 2014 Convertible Notes. | |||||||||
Interim Financial Statements | |||||||||
The Company has prepared the unaudited interim financial statements and related unaudited financial information in the footnotes in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. These interim financial statements reflect all adjustments consisting of normal recurring accruals, which, in the opinion of management, are necessary to present fairly the Company's financial position, the results of its operations and its cash flows for the interim periods. These interim financial statements should be read in conjunction with the annual financial statements and the notes thereto contained in the Form 10-K filed with the SEC on April 30, 2015. The nature of the Company's business is such that the results of any interim period may not be indicative of the results to be expected for the entire year. | |||||||||
DEVELOPMENT_STAGE_OPERATIONS
DEVELOPMENT STAGE OPERATIONS | 3 Months Ended |
Mar. 31, 2015 | |
DEVELOPMENT STAGE OPERATIONS [Abstract] | |
DEVELOPMENT STAGE OPERATIONS | NOTE 2 – DEVELOPMENT STAGE OPERATIONS |
The Company was formed April 23, 2002. Since inception to May 6, 2015, 3,142,737 shares of common stock have been issued between par value and $125.25. Operations since incorporation have been devoted to raising capital, obtaining financing, development of the Company's product, and administrative services, customer acceptance and sales and marketing strategies. | |
STOCKHOLDERS_DEFICIT_STOCK_OPT
STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS [Abstract] | ||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS | NOTE 3 – STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS | |||||||||||||||||||||||
The Company has an equity incentive plan, which allows issuance of incentive and non-qualified stock options to employees, directors and consultants of the Company, where permitted under the plan. The exercise price for each stock option is determined by the Board of Directors. Vesting requirements are determined by the Board of Directors when granted and currently range from immediate to three years. Options under this plan have terms ranging from three to ten years. | ||||||||||||||||||||||||
On February 4, 2014, (the “Closing Date”) we raised $2,055,000 in gross proceeds from a private placement of Series A Convertible Preferred Stock, par value $0.01 (the “Preferred Shares”) pursuant to a Securities Purchase Agreement with certain investors (the Purchasers”) purchased 20,550 Preferred Shares, and warrants (the “Warrants”) to acquire an aggregate of approximately 21,334 shares of Common Stock. The Preferred Shares are convertible into shares of Common Stock at an initial conversion price of $19.50 per share of Common Stock. The Warrants are exercisable at an exercise price of $24.38 per share and expire five years from the Closing Date. If the Common Stock is not listed on the NASDAQ Stock Market, the New York Stock Exchange, or the NYSE MKT within 180 days of the Closing, the Company was required to issue additional Warrants to purchase additional shares of Common Stock, equal to 30% of the shares of Common Stock which the Preferred Shares each Purchaser purchased are convertible into. As of August 4, 2014, the Company issued additional warrants to purchase 61,539 shares to the Purchasers in connection with this provision. | ||||||||||||||||||||||||
The Securities Purchase Agreement requires the Company to register the resale of the shares of Common Stock underlying the Preferred Shares (the “Underlying Shares”) and the Common Stock underlying the Warrants (the “Warrant Shares”). On September 9, 2014, a resale registration statement covering the Underlying Shares, the Warrant Shares and certain other securities (the “Resale Registration Statement”) was declared effective. | ||||||||||||||||||||||||
The Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $19.50, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the “New Issuance Price”), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $9.75 or reduced to a price level that would be in breach of the listing rules of any stock exchange or that would have material adverse effect on the Company's ability to list its Common Stock on a stock exchange, including but not limited to the change of accounting treatment of the Preferred Stock. In July 2014, in connection with the issuance of certain convertible notes, the conversion price of the Preferred Stock was adjusted to $9.75 per share. Further, the Company has agreed to additional shares of Common Stock to holders of the Preferred Stock in certain circumstances, as described in the following paragraph. The Preferred Shares contain certain limitations on conversion so that the holder will not own more than 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Shares held by the applicable holder, with the percentage subject to increase in certain circumstances. The Preferred Shares are eligible to vote with the Common Stock on an as-converted basis, but only to the extent that the Preferred Shares are eligible for conversion without exceeding the Beneficial Ownership Limitation. The Preferred Shares are entitled to receive dividends on a pari passu basis with the Common Stock, when, and if declared. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), after the satisfaction in full of the debts of the Company and the payment of any liquidation preference owed to the holders of shares of Common Stock ranking prior to the Preferred Shares upon liquidation, the holders of the Preferred Shares shall receive, prior and in preference to the holders of any junior securities, an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends. | ||||||||||||||||||||||||
In July 2014, in connection with the offering of convertible notes and warrants and in connection with the waiver of certain rights, the Company agreed to issue additional shares of Common Stock to the Preferred Stockholders (the “Additional Shares”) (A) automatically upon the closing of a Qualified Public Offering (as defined in the Certificate of Designation), to the extent that (i) the Qualified Public Offering closes within six (6) months of the first closing of the convertible notes offering (“Qualified Public Offering Deadline”) and (ii) 70% of the public offering price per share of the Common Stock in the Qualified Public Offering (the “QPO Discount Price”) is less than the Conversion Price floor contained in Section 7(e)(i) of the Certificate of Designation (the “Conversion Price Floor”), or (B) if a Qualified Public Offering has not been consummated by the Qualified Public Offering Deadline, upon the Preferred Stockholders' conversion of their shares of Preferred Stock to the extent that 70% of the volume weighted average price of the Common Stock on the principal Trading Market (as defined in the Certificate of Designation) of the Common Stock during the ten Trading Days (as defined in the Certificate of Designation) immediately preceding the Qualified Public Offering Deadline (the “Non-QPO Discount Price”) is less than the Conversion Price Floor. | ||||||||||||||||||||||||
The Warrants are exercisable on any day on or after the date of issuance, have an exercise price of $24.38 per share, subject to adjustment, and a term of five years from the date they are first exercisable. However, a holder will be prohibited from exercising a Warrant if, as a result of such exercise, the holder, together with its affiliates, would exceed the Beneficial Ownership Limitation as described above for the Preferred Shares. If any Warrant has not been fully exercised prior to the first anniversary of the Closing and if during such period the Company has not installed or received firm purchase orders (accepted by the Company) for at least 500 STREAMWAY ® Automated Surgical Fluid Disposal Systems, then, the number of shares of Common Stock for which such Warrant may be exercised shall be increased 2.5 times. | ||||||||||||||||||||||||
In addition, in July, August and September 2014, the Company issued 71,257 warrants to investors in convertible notes as further described below. | ||||||||||||||||||||||||
Accounting for share-based payment | ||||||||||||||||||||||||
The Company has adopted ASC 718- Compensation-Stock Compensation ("ASC 718"). Under ASC 718 stock-based employee compensation cost is recognized using the fair value based method for all new awards granted after January 1, 2006 and unvested awards outstanding at January 1, 2006. Compensation costs for unvested stock options and non-vested awards that were outstanding at January 1, 2006, are being recognized over the requisite service period based on the grant-date fair value of those options and awards, using a straight-line method. We elected the modified-prospective method under which prior periods are not retroactively restated. | ||||||||||||||||||||||||
ASC 718 requires companies to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model or other acceptable means. The Company uses the Black-Scholes option valuation model which requires the input of significant assumptions including an estimate of the average period of time employees will retain vested stock options before exercising them, the estimated volatility of the Company's common stock price over the expected term, the number of options that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based compensation and, consequently, the related expense recognized. The assumptions the Company uses in calculating the fair value of stock-based payment awards represent the Company's best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, the Company's equity-based compensation expense could be materially different in the future. | ||||||||||||||||||||||||
Since the Company's common stock has no significant public trading history, and the Company has experienced no significant option exercises in its history, the Company is required to take an alternative approach to estimating future volatility and estimated life and the future results could vary significantly from the Company's estimates. The Company compiled historical volatilities over a period of 2 to 7 years of 15 small-cap medical companies traded on major exchanges and 10 mid-range medical companies on the OTC Bulletin Board and combined the results using a weighted average approach. In the case of ordinary options to employees the Company determined the expected life to be the midpoint between the vesting term and the legal term. In the case of options or warrants granted to non-employees, the Company estimated the life to be the legal term unless there was a compelling reason to make it shorter. | ||||||||||||||||||||||||
When an option or warrant is granted in place of cash compensation for services, the Company deems the value of the service rendered to be the value of the option or warrant. In most cases, however, an option or warrant is granted in addition to other forms of compensation and its separate value is difficult to determine without utilizing an option pricing model. For that reason the Company also uses the Black-Scholes option-pricing model to value options and warrants granted to non-employees, which requires the input of significant assumptions including an estimate of the average period the investors or consultants will retain vested stock options and warrants before exercising them, the estimated volatility of the Company's common stock price over the expected term, the number of options and warrants that will ultimately be forfeited before completing vesting requirements, the expected dividend rate and the risk-free interest rate. Changes in the assumptions can materially affect the estimate of fair value of stock-based consulting and/or compensation and, consequently, the related expense recognized. | ||||||||||||||||||||||||
Since the Company has limited trading history in its stock and no first-hand experience with how its investors and consultants have acted in similar circumstances, the assumptions the Company uses in calculating the fair value of stock-based payment awards represent its best estimates, which involve inherent uncertainties and the application of management's judgment. As a result, if factors change and the Company uses different assumptions, the Company's equity-based consulting and interest expense could be materially different in the future. | ||||||||||||||||||||||||
Valuation and accounting for options and warrants | ||||||||||||||||||||||||
The Company determines the grant date fair value of options and warrants using a Black-Scholes option valuation model based upon assumptions regarding risk-free interest rate, expected dividend rate, volatility and estimated term. | ||||||||||||||||||||||||
In January 2014 the Company issued 4,336 shares of common stock to the former CEO at $1.25 per share upon his exercising options. | ||||||||||||||||||||||||
In January through March 2014, 9 warrant holders exercised warrants through a cashless exercise for a total of 15,442 shares of common stock. | ||||||||||||||||||||||||
In January and February 2014 the Company issued warrants to purchase 21,538 shares pursuant to a February 4, 2014 private placement whereby the Company issued 20,550 shares of Series A Convertible Preferred Stock raising gross proceeds of $2,055,000. The warrants are at an exercise price of $24.38. | ||||||||||||||||||||||||
In February 2014 the Company issued a warrant to purchase 1,482 shares of common stock at an exercise price of $20.25 to a major shareholder Dr. Samuel Herschkowitz. The warrant is in consideration for a bridge loan extended in December 2013 that has been paid in February 2014. | ||||||||||||||||||||||||
On March 31, 2014, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $19.50 per share. As a result 970 shares of common stock were issued to 16 holders of Preferred Shares. | ||||||||||||||||||||||||
In March 2014, the Company issued 4,444 shares of common stock to a warrant holder for a partial cash exercise at $11.25 per share; issued 3,333 shares to the holder via the cashless exercise of the remainder of the warrant. | ||||||||||||||||||||||||
In June 2014, the Company issued 3,725 shares of common stock to a warrant holder exercising cashless warrants. | ||||||||||||||||||||||||
On June 30, 2014, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $19.50 per share. As a result 1,561 shares of common stock were issued to 16 holders of Preferred Shares. | ||||||||||||||||||||||||
On June 30, 2014, the Company issued a warrant to purchase 5,431 shares of common stock at an exercise price of $12.38 to SOK Partners, LLC, in consideration for a bridge loan in the form of convertible notes. On September 9, 2014 the Resale Registration Statement went into effect. The convertible note agreement provided an immediate approximately 11% reduction to the warrant agreement. Therefore, the warrant has been adjusted to purchase 4,831 shares of common stock at an exercise price of $12.38 to SOK Partners, LLC in consideration for a bridge loan. | ||||||||||||||||||||||||
In July 2014, the Company issued warrants to purchase 28,986 shares of common stock at an exercise price of $12.38 to two lenders in consideration for a bridge loan in the form of convertible notes. The shares above reflect approximately an 11% reduction resulting from the Resale Registration Statement that went effective September 9, 2014. | ||||||||||||||||||||||||
In August 2014, the Company issued warrants to purchase 61,539 of common stock at an exercise price of $24.38 to the Purchasers of the Preferred Shares. The Securities Purchase Agreement with the Preferred Shareholders stipulated that if the Company was not listed on either the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT within 180 days of closing the agreement then warrants to purchase the above additional shares would be issued in aggregate to the Preferred Shareholders. | ||||||||||||||||||||||||
In August and September 2014, the Company issued warrants to purchase 37,440 shares of common stock at an exercise price of $12.38 to four lenders in consideration for a bridge loan in the form of convertible notes. The shares above reflect the approximate 11% reduction resulting from the Resale Registration Statement that went effective September 9, 2014. | ||||||||||||||||||||||||
On September 30, 2014, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $19.50 per share. As a result 1,561 shares of common stock were issued to 16 holders of Preferred Shares. | ||||||||||||||||||||||||
In November 2014, the Company issued 13,700 shares of common stock, par value $0.01, in escrow for debt settlement. | ||||||||||||||||||||||||
On December 31, 2014, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $19.50 per share. As a result 1,559 shares of common stock were issued to 16 holders of Preferred Shares. | ||||||||||||||||||||||||
For grants of stock options and warrants in 2014 the Company used a 1.44% to 2.75% risk-free interest rate, 0% dividend rate, 59% to 66% volatility and estimated terms of 5 to 10 years. Value computed using these assumptions ranged from $3.2006 to $13.9195 per share. | ||||||||||||||||||||||||
In January 2015, the Company issued a dividend adjustment to the Purchasers of the Preferred Shares as described above. Certain previous dividends paid were calculated with an exercise price of $19.50 per share, but should have been calculated at $9.75 per share. As a result 3,122 shares of common stock were issued to 16 holders of Preferred Shares. | ||||||||||||||||||||||||
On March 31, 2015, the Company issued dividends to the Purchasers of the Preferred Shares as described above. The dividends are at an annual rate of 6% of the stated value of the Preferred Shares paid on a quarterly basis in the form of common stock per a stipulated $9.75 per share. As a result 3,121 shares of common stock were issued to 16 holders of Preferred Shares. | ||||||||||||||||||||||||
For grants of stock options and warrants in 2015 the Company used a 1.66% to 1.94% risk-free interest rate, 0% dividend rate, 59% to 66% volatility and estimated terms of 5 to 10 years. Value computed using these assumptions ranged from $2.5227 to $5.5695 per share. | ||||||||||||||||||||||||
The following summarizes transactions for stock options and warrants for the periods indicated: | ||||||||||||||||||||||||
Stock Options | Warrants | |||||||||||||||||||||||
Average | Average | |||||||||||||||||||||||
Number of | Exercise | Number of | Exercise | |||||||||||||||||||||
Shares | Price | Shares | Price | |||||||||||||||||||||
Outstanding at December 31, 2013 | 385,733 | $ | 6.75 | 461,920 | $ | 10.5 | ||||||||||||||||||
Issued | 75,683 | 8.12 | 161,375 | 3.81 | ||||||||||||||||||||
Expired | (7,879 | ) | 23.58 | (81,851 | ) | 13.54 | ||||||||||||||||||
Exercised | (4,936 | ) | 1.76 | (40,722 | ) | 8.38 | ||||||||||||||||||
Outstanding at December 31, 2014 | 448,601 | $ | 7.51 | 500,722 | $ | 7.95 | ||||||||||||||||||
Issued | 7,245 | 3.45 | 1,690 | 9.75 | ||||||||||||||||||||
Expired | (7,136 | ) | 13.55 | -1,167 | 15 | |||||||||||||||||||
Exercised | - | - | - | - | ||||||||||||||||||||
Outstanding at March 31, 2015 | 448,710 | $ | 7.47 | 501,245 | $ | 7.94 | ||||||||||||||||||
At March 31, 2015, 440,208 stock options are fully vested and currently exercisable with a weighted average exercise price of $7.14 and a weighted average remaining term of 7.58 years. All warrants are fully vested and exercisable. Stock-based compensation recognized for the three months ending March 2015 and March 2014 was $72,116 and $259,339, respectively. The Company has $90,796 of unrecognized compensation expense related to non-vested stock options that are expected to be recognized over a weighted average period of approximately 12 months. | ||||||||||||||||||||||||
The following summarizes the status of options and warrants outstanding at March 31, 2015: | ||||||||||||||||||||||||
Range of Prices | Shares | Weighted Remaining Life | ||||||||||||||||||||||
Options | ||||||||||||||||||||||||
$ | 0.75 | 7,333 | 6.27 | |||||||||||||||||||||
$ | 3.45 | 7,245 | 10 | |||||||||||||||||||||
$ | 4.875 | 134 | 7.95 | |||||||||||||||||||||
$ | 5.25 | 2,031 | 7.44 | |||||||||||||||||||||
$ | 5.625 | 192,000 | 7.96 | |||||||||||||||||||||
$ | 5.925 | 23,206 | 7.97 | |||||||||||||||||||||
$ | 6 | 123,998 | 7.38 | |||||||||||||||||||||
$ | 6.5 | 3,845 | 9.76 | |||||||||||||||||||||
$ | 6.6 | 5,332 | 6.82 | |||||||||||||||||||||
$ | 8.25 | 3,636 | 9.51 | |||||||||||||||||||||
$ | 9.9375 | 3,019 | 8.29 | |||||||||||||||||||||
$ | 10.5 | 3,238 | 8.29 | |||||||||||||||||||||
$ | 11.25 | 13,666 | 7.85 | |||||||||||||||||||||
$ | 12.75 | 3,401 | 9.03 | |||||||||||||||||||||
$ | 13.875 | 2,160 | 9.01 | |||||||||||||||||||||
$ | 15 | 3,334 | 8.97 | |||||||||||||||||||||
$ | 17.25 | 40,261 | 8.94 | |||||||||||||||||||||
$ | 18.75 | 3,334 | 8.9 | |||||||||||||||||||||
$ | 20.25 | 4,940 | 8.76 | |||||||||||||||||||||
$ | 21.75 | 1,336 | 8.53 | |||||||||||||||||||||
$ | 23.85 | 1,260 | 8.51 | |||||||||||||||||||||
448,710 | ||||||||||||||||||||||||
Warrants | ||||||||||||||||||||||||
$ | 0.75 | 400 | 0.69 | |||||||||||||||||||||
$ | 6 | 102,857 | 2.96 | |||||||||||||||||||||
$ | 9 | 2,666 | 2.82 | |||||||||||||||||||||
$ | 9.75 | 63,232 | 4.23 | |||||||||||||||||||||
$ | 11.25 | 204,201 | 2.77 | |||||||||||||||||||||
$ | 12.375 | 71,257 | 4.36 | |||||||||||||||||||||
$ | 12.38 | 5,557 | 4.61 | |||||||||||||||||||||
$ | 13.5 | 4,444 | 3.22 | |||||||||||||||||||||
$ | 14.85 | 23,612 | 3.17 | |||||||||||||||||||||
$ | 20.25 | 1,481 | 3.88 | |||||||||||||||||||||
$ | 24.375 | 21,538 | 3.85 | |||||||||||||||||||||
501,245 | ||||||||||||||||||||||||
Stock options and warrants expire on various dates from December 2015 to March 2025. | ||||||||||||||||||||||||
The shareholders approved an increase in authorized shares to 1,066,067 shares in an annual shareholder meeting held on June 22, 2010 and approved an increase in authorized shares to 2,666,667 shares in a special shareholder meeting held on September 7, 2011. | ||||||||||||||||||||||||
The shareholders approved an increase in authorized shares to 4,000,000 shares in a special shareholder meeting held on January 15, 2013. | ||||||||||||||||||||||||
The shareholders approved an amendment of the Company's 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 666,667 shares and to increase the threshold of limitation on certain grants to 266,667 shares on April 15, 2013. | ||||||||||||||||||||||||
An increase from 4,000,000 to 10,666,667 authorized shares, and an amendment of the Company's 2012 Stock Incentive Plan to increase the reserve of shares authorized for issuance to 1,333,334 shares was approved at the September 10, 2013 annual meeting. | ||||||||||||||||||||||||
Stock Options and Warrants Granted by the Company | ||||||||||||||||||||||||
The following table is the listing of stock options and warrants as of March 31, 2015 by year of grant: | ||||||||||||||||||||||||
Stock Options: | ||||||||||||||||||||||||
Year | Shares | Price | ||||||||||||||||||||||
2011 | 11,666 | $ | 0.75 | |||||||||||||||||||||
2012 | 126,029 | 5.25 - 6.00 | ||||||||||||||||||||||
2013 | 238,088 | 4.875 - 23.85 | ||||||||||||||||||||||
2014 | 65,681 | 6.50 - 18.75 | ||||||||||||||||||||||
2015 | 7,245 | 3.45 | ||||||||||||||||||||||
Total | 448,710 | $ | 75 - 23.85 | |||||||||||||||||||||
Warrants: | ||||||||||||||||||||||||
Year | Shares | Price | ||||||||||||||||||||||
2010 | 400 | 0.75 | ||||||||||||||||||||||
2011 | - | - | ||||||||||||||||||||||
2012 | 70,201 | 11.25 | ||||||||||||||||||||||
2013 | 267,579 | 6.00- 14.85 | ||||||||||||||||||||||
2014 | 161,375 | 9.75 - 24.375 | ||||||||||||||||||||||
2015 | 1,690 | $ | 9.75 | |||||||||||||||||||||
Total | 501,245 | $ | 0.75 - 24.375 | |||||||||||||||||||||
SHORTTERM_NOTES_PAYABLE
SHORT-TERM NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Short-term Debt [Text Block] | NOTE 4 – SHORT-TERM NOTES PAYABLE |
On July 23, 2014, the Company entered into a Securities Purchase Agreement (the “SOK Securities Purchase Agreement”) with SOK Partners, LLC, an affiliate of the Company (“SOK”), pursuant to which the Company agreed to issue and sell (i) a senior convertible note, in an original principal amount of $122,196 (the “SOK Note”), which SOK Note shall be convertible into a certain amount of shares (the “SOK Conversion Shares”) of Common Stock, in accordance with the terms of the SOK Note, and (ii) a warrant (the “SOK Warrant”) to initially acquire up to 5,431 additional shares of Common Stock (the “SOK Warrant Shares,” and collectively with the SOK Note, the SOK Warrant and the SOK Conversion Shares, the “SOK Securities”) for an aggregate purchase price of $100,000 (with the reduced principal amount as described below representing an approximately 8.7% original issue discount) (the “SOK Convertible Notes Offering”). Upon effectiveness of the Resale Registration Statement (as defined below) on September 9, 2014, the principal amount of the note was reduced to $108,696 and the number of warrants was reduced to 4,831 shares. | |
Also, on July 23, 2014, the Company entered into a Securities Purchase Agreement with 31 Group, LLC (an affiliate of Aegis Capital Corp., the underwriter for the Company's pending public offering) pursuant to which the Company agreed to issue and sell (i) a senior convertible note, in an original principal amount of $610,978 (subsequently reduced to $543,478) (the “31 Group Note”), which shall be convertible into a certain amount of shares of Common Stock, in accordance with the terms of the 31 Group Note, (ii) a warrant (the “31 Group Warrant”) to initially acquire up to 27,155 additional shares of Common Stock (subsequently reduced to 24,155 shares) (the “31 Group Conversion Shares,” and collectively with the 31 Group Note, the 31 Group Warrant and the 31 Conversion Shares, the “31 Group Securities”) for an aggregate purchase price of $500,000 (representing an approximately 8.7% original issue discount) (the “31 Group Convertible Notes Offering”). | |
On July 31, 2014, August 8, 2014, August 12, 2014, September 4, 2014 and September 5, 2014, the Company entered into Securities Purchase Agreements (collectively, the “Affiliate Securities Purchase Agreements”) with certain affiliates of the Company and certain persons with whom the Company was required to have a pre-existing relationship (the “Affiliates”) pursuant to which the Company agreed to issue and sell (i) senior convertible notes, in an original aggregate principal amount of $1,069,222 (subsequently reduced to $951,086) (the “Affiliate Notes”), which Affiliate Notes shall be convertible into a certain amount of shares (the “Affiliate Conversion Shares”) of the Company's Common Stock in accordance with the terms of the Affiliate Notes, and (ii) warrants (the “Affiliate Warrants”) to initially acquire up to 48,879 additional shares of Common Stock (subsequently reduced to 42,271 shares) (the “Affiliate Warrant Shares,” and collectively with the Affiliate Notes, the Affiliate Warrants and the Affiliate Conversion Shares, the “Affiliate Securities”) for an aggregate purchase price of $875,000 (representing an approximately 8.7% original issue discount) (the “Affiliate Convertible Notes Offering”). | |
The SOK Note, 31 Group Note and the Affiliate Notes mature on July 23, 2015 (subject to extension as provided in the Notes) and, in addition to the original issue discount, accrue interest at a rate of 12.0% per annum. The Notes are convertible at any time after issuance, in whole or in part, at the Investor's or SOK's option, as the case may be, into shares of Common Stock, at a conversion price equal to the lesser of (i) the product of (x) the arithmetic average of the lowest three volume weighted average prices of the Common Stock during the ten consecutive trading days ending and including the trading day immediately preceding the applicable conversion date and (y) 72.5% (or if an event of default has occurred and is continuing, 70%), and (ii) $11.25 (as adjusted for stock splits, stock dividends, recapitalizations or similar events). | |
On September 30, 2014, the SOK Note, 31 Group Note and the Affiliate Notes had a combined amortization of $250,494. At the same point in time the SOK Note, the 31 Group Note and the Affiliate Notes had a combined original issue discount of $103,088. Additionally, as of September 30, 2014, the 31 Group, LLC converted $40,000 of their note. One of the affiliate investors also converted $40,000 of their note by September 30, 2014. | |
In October 2014, the 31 Group LLC converted $40,000 of their note, and one of the affiliate investors converted $80,000 of their note. | |
On November 18, 2014, one of the other affiliate investors converted their entire note totaling $280,615.81. | |
In March 2015, the 31 Group LLC converted an aggregate of $98,478 of their note, and one of the affiliate investors converted $30,000 of their note. | |
On March 31, 2015, the SOK Note, 31 Group Note and the Affiliates Note had a combined amortization of $67,850. At the same point in time the SOK Note, the 31 Group Note and the Affiliates Note had a combined original issue discount of $27,951. |
LOSS_PER_SHARE
LOSS PER SHARE | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
LOSS PER SHARE [Abstract] | |||||||||||||||||
LOSS PER SHARE | NOTE 5 - LOSS PER SHARE | ||||||||||||||||
The following table presents the shares used in the basic and diluted loss per common share computations: | |||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
Numerator: | |||||||||||||||||
Net loss available in basic and diluted calculation | $ | (225,795 | ) | $ | (1,616,993 | ) | |||||||||||
Denominator: | |||||||||||||||||
Weighted average common shares outstanding-basic | 3,100,244 | 2,949,651 | |||||||||||||||
Effect of diluted stock options and warrants (1) | - | - | |||||||||||||||
Weighted average common shares outstanding-basic | 3,100,244 | 2,949,651 | |||||||||||||||
Loss per common share-basic and diluted | $ | (0.07 | ) | $ | (0.55 | ) | |||||||||||
-1 | The number of shares underlying options and warrants outstanding as of March 31, 2015 and March 31, 2014 are 949,955 and 852,807 respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive. |
INCOME_TAXES
INCOME TAXES | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
INCOME TAXES [Abstract] | |||||||||
INCOME TAXES | NOTE 6 – INCOME TAXES | ||||||||
The provision for income taxes consists of an amount for taxes currently payable and a provision for tax consequences deferred to future periods. Deferred income taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. | |||||||||
There is no income tax provision in the accompanying statements of operations due to the cumulative operating losses that indicate a 100% valuation allowance for the deferred tax assets and state income taxes is appropriate. | |||||||||
During September 2013, the Company experienced an "ownership change" as defined in Section 382 of the Internal Revenue Code which could potentially limit the ability to utilize the Company's net operating losses (NOLs). The general limitation rules allow the Company to utilize its NOLs subject to an annual limitation that is determined by multiplying the federal long-term tax-exempt rate by the Company's value immediately before the ownership change. | |||||||||
At March 31, 2015, the Company had approximately $18.9 million of gross NOLs to reduce future federal taxable income, the majority of which are expected to be available for use in 2015, subject to the Section 382 limitation described above. The federal NOLs will expire beginning in 2022 if unused. The Company also had approximately $12.6 million of gross NOLs to reduce future state taxable income at December 31, 2014, which will expire in years 2022 through 2034 if unused. The Company's net deferred tax assets, which include the NOLs, are subject to a full valuation allowance. At December 31, 2014, the federal and state valuation allowances were $8.1 million and $1.0 million, respectively. | |||||||||
The valuation allowance has been recorded due to the uncertainty of realization of the benefits associated with the net operating losses. Future events and changes in circumstances could cause this valuation allowance to change. | |||||||||
The components of deferred income taxes at March 31, 2015 and December 31, 2014 are as follows: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Deferred Tax Asset: | |||||||||
Net Operating Loss | $ | 7,919,000 | $ | 7,919,000 | |||||
Other | 1,150,000 | 1,150,000 | |||||||
Total Deferred Tax Asset | 9,069,000 | 9,069,000 | |||||||
Less Valuation Allowance | 9,069,000 | 9,069,000 | |||||||
Net Deferred Income Taxes | $ | — | $ | — |
RENT_OBLIGATION
RENT OBLIGATION | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
RENT OBLIGATION [Abstract] | |||||
RENT OBLIGATION | NOTE 7 – RENT OBLIGATION | ||||
The Company leases its principal office under a lease that can be cancelled after three years with proper notice per the lease and an amortized schedule of adjustments that will be due to the landlord. The lease extends five years and expires January 2018. In addition to rent, the Company pays real estate taxes and repairs and maintenance on the leased property. Rent expense was $18,433 and $17,609 for the three months ended March 31, 2015 and March 31, 2014 respectively. | |||||
The Company's rent obligation for the next five years is as follows: | |||||
2015 | $ | 27,750 | |||
2016 | $ | 38,000 | |||
2017 | $ | 39,000 | |||
2018 | $ | 3,600 | |||
2019 | $ | - |
LIABILITY_FOR_EQUITYLINKED_FIN
LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||
LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||
LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS | NOTE 8 – LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS | |||||||||||||||||||||||||||||||||||||||
The Company adopted ASC 815- Derivatives and Hedging (“ASC 815”) on January 1, 2009. ASC 815 mandates a two-step process for evaluating whether an equity-linked financial instrument or embedded feature is indexed to the entity's own stock. It was effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, which was the Company's first quarter of 2009. Many of the warrants issued by the Company contain a strike price adjustment feature, which upon adoption of ASC 815, changed the classification (from equity to liability) and the related accounting for warrants with a $479,910 estimated fair value of as of January 1, 2009. An adjustment was made to remove $486,564 from paid-in capital (the cumulative values of the warrants on their grant dates), a positive adjustment of $6,654 was made to accumulated deficit, representing the gain on valuation from the grant date to January 1, 2009, and $479,910 was booked as a liability. The warrants issued in 2011 do not contain a strike price adjustment feature and, therefore, are not treated as a liability. | ||||||||||||||||||||||||||||||||||||||||
The January 1, 2009 valuation was computed using the Black-Scholes valuation model based upon a 2.5-year expected term, an expected volatility of 63%, an exercise price of $34.50 per share, a stock price of $26.25, a zero dividend rate and a 1.37% risk free interest rate. Subsequent to January 1, 2009 these warrants were re-valued at the end of each quarter and a gain or loss was recorded based upon their increase or decrease in value during the quarter. Likewise, new warrants that were issued during 2009 and 2010 were valued, using the Black-Scholes valuation model on their date of grant and an entry was made to reduce paid-in capital and increase the liability for equity-linked financial instruments. These warrants were also re-valued at the end of each quarter based upon their expected life, the stock price, the exercise price, assumed dividend rate, expected volatility and risk free interest rate. A significant reduction in the liability was realized in 2010 primarily due to a reduction from $37.50 to $16.50 per share in the underlying stock price. The Company realized a slight increase in the liability for existing warrants during the first quarter of 2012. In 2013 there was a significant decrease in the liability primarily due to current expirations and the amount of warrants reaching expiration in the near term. In 2014, all warrants expired and the liability was reduced to zero. | ||||||||||||||||||||||||||||||||||||||||
The inputs to the Black-Scholes model during 2009 through 2014 were as follows: | ||||||||||||||||||||||||||||||||||||||||
Stock price | $ 3.75 to $37.50 | |||||||||||||||||||||||||||||||||||||||
Exercise price | $ .75 to $24.38 | |||||||||||||||||||||||||||||||||||||||
Expected life | 2.0 to 6.5 years | |||||||||||||||||||||||||||||||||||||||
Expected volatility | 59% | |||||||||||||||||||||||||||||||||||||||
Assumed dividend rate | -% | |||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | .13% to 2.97% | |||||||||||||||||||||||||||||||||||||||
The original valuations, annual gain/(loss) and end of year valuations are shown below: | ||||||||||||||||||||||||||||||||||||||||
Initial Value | Annual Gain (Loss) | Value at 12/31/09 | 2010 Gain (Loss) | Value at 12/31/10 | 2011 Gain (Loss) | Value at | 2012 Gain | Value at | 2013 Gain | Value | 2014 Gain | Value at | ||||||||||||||||||||||||||||
12/31/2011 | (Loss) | 12/31/2012 | (Loss) | at 12/31/2013 | (Loss) | 12/31/14 | ||||||||||||||||||||||||||||||||||
January 1, 2009 adoption | $ | 479,910 | $ | (390,368) | $ | 870,278 | $ | 868,772 | $ | 1,506 | $ | (88,290) | $ | 89,796 | $ | (21,856) | $ | 111,652 | $ | 100,053 | $ | 11,599 | $ | 11,599 | $ | - | ||||||||||||||
Warrants issued in quarter | 169,854 | 20,847 | 149,007 | 147,403 | 1,604 | (4,689) | 6,293 | 6,293 | - | - | - | - | - | |||||||||||||||||||||||||||
ended 6/30/2009 | ||||||||||||||||||||||||||||||||||||||||
Warrants issued in quarter | 39,743 | (738) | 40,481 | 40,419 | 62 | (1,562) | 1,624 | 910 | 714 | 714 | - | - | - | |||||||||||||||||||||||||||
ended 9/30/2009 | ||||||||||||||||||||||||||||||||||||||||
Warrants issued in quarter | 12,698 | 617 | 12,081 | 12,053 | 28 | (724) | 752 | 415 | 337 | 337 | - | - | - | |||||||||||||||||||||||||||
ended 12/31/2009 | ||||||||||||||||||||||||||||||||||||||||
Subtotal | 702,205 | 1,071,847 | ||||||||||||||||||||||||||||||||||||||
Warrants issued in quarter | 25,553 | 25,014 | 539 | (5,570) | 6,109 | 3,701 | 2,408 | 2,408 | - | - | - | |||||||||||||||||||||||||||||
ended 3/31/2010 | ||||||||||||||||||||||||||||||||||||||||
Warrants issued in quarter | 31,332 | 30,740 | 592 | (6,122) | 6,714 | 6,083 | 631 | 631 | - | - | - | |||||||||||||||||||||||||||||
ended 6/30/2010 | ||||||||||||||||||||||||||||||||||||||||
Warrants issued in quarter | 31,506 | 20,891 | 10,615 | (44,160) | 54,775 | 1,338 | 53,437 | 53,437 | - | - | - | |||||||||||||||||||||||||||||
ended 9/30/2010 | ||||||||||||||||||||||||||||||||||||||||
Total | $ | 790,596 | $ | (369,642) | $ | 1,071,847 | $ | 1,145,292 | $ | 14,946 | $ | (151,117) | $ | 166,063 | $ | (3,116) | $ | 169,179 | $ | 157,580 | $ | 11,599 | $ | 11,599 | $ | - |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2015 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS |
The Audit Committee has the responsibility to review and approve all transactions to which a related party and the Company may be a party prior to their implementation, to assess whether such transactions meet applicable legal requirements. Rick Koenigsberger, a director, is a holder of membership units in SOK Partners. | |
Convertible Note Issuances to Dr. Samuel Herschkowitz and SOK Partners, LLC | |
On September 11, 2013, both the Herschkowitz Note and the SOK Note (each as defined below in this Note 9) were converted in full by the holders thereof at $0.014 per share. The principal and interest balance of the Herschkowitz Note of $314,484 was converted into 299,509 shares of common stock. The principal and interest balance of the SOK Note of $680,444 was converted into 648,050 shares of common stock. The collateral that secured these notes was released back to the Company. | |
The remaining disclosure of this Note 9 provides historical information regarding the Herschkowitz Note, the SOK Note and certain other convertible note issuances. | |
On March 28, 2012, the Company, entered into a Convertible Note Purchase Agreement, dated as of March 28, 2012 (the “SOK Purchase Agreement”) with SOK Partners, LLC (“SOK Partners”), and an investment partnership. Josh Kornberg, who is a member of the Company's Board of Directors, and Dr. Samuel Herschkowitz are affiliates of the manager of SOK Partners and Ricardo Koenigsberger, a director, is a holder of membership units of SOK Partners. Pursuant to the SOK Purchase Agreement, the Company issued a 20.0% convertible note due August 2012 in the principal amount of up to $600,000. Principal and accrued interest on the note is due and payable on August 28, 2012. The Company's obligations under the note are secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The SOK Purchase Agreement and the note include customary events of default that include, among other things, non-payment defaults, covenant defaults, inaccuracy of representations and warranties, cross-defaults to other indebtedness and bankruptcy and insolvency defaults. The occurrence of an event of default could result in the acceleration of the Company's obligations under the note, and interest rate of twenty-four (24%) percent per annum accrues if the note is not paid when due. | |
On March 28, 2012, the Company received an advance of $84,657 under the note, including a cash advance of $60,000 net of a prepayment of interest on the first $300,000 in advances under the note. The holder of the note is entitled to convert the note into shares of common stock of the Company at an initial conversion price per share of $4.88 per share, subject to adjustment in the event of (1) certain issuances of common stock or convertible securities at a price lower than the conversion price of the note, and (2) recapitalizations, stock splits, reorganizations and similar events. In addition, the Company is required to issue two installments of an equity bonus to SOK Partners in the form of common stock valued at the rate of $4.88 per share. In March 2012, the Company issued the first equity bonus to SOK Partners, consisting of 61,539 shares of common stock, with a second installment due within five business days after SOK Partners has made aggregate advances under the note of at least $300,000. In May 2012 the Company issued the second installment consisting of 61,539 shares of common stock subsequent to SOK Partners surpassing the aggregate advances of $300,000. Until the maturity date of the note, if the Company obtains financing from any other source without the consent of SOK Partners, then the Company is required to issue additional bonus equity in an amount equal to $600,000 less the aggregate advances on the note made prior to the breach. The principal balance of the SOK Note was $357,282 as of December 31, 2012. | |
As long as any amount payable under the SOK Note remains outstanding, SOK Partners or its designee is entitled to appoint a new member to the Company's Board of Directors, who will be appointed upon request. Mr. Koenigsberger was appointed to the Board by SOK Partners on June 25, 2012. | |
On March 28, 2012, the Company signed an Amended and Restated Note Purchase Agreement, dated as of December 20, 2011, with Dr. Samuel Herschkowitz (as amended, the “Herschkowitz Purchase Agreement”). Pursuant to the Herschkowitz Purchase Agreement, the Company issued a 20.0% convertible note due June 20, 2012 in the principal amount of $240,000 for previous advances under the note. The Company's obligations under the note are secured by the grant of a security interest in substantially all tangible and intangible assets of the Company. The Company has previously issued to Dr. Herschkowitz an equity bonus consisting of 20,623 shares of common stock. An additional 100,000 shares were transferred to Dr. Herschkowitz effective in April 2012, upon the occurrence of an event of default on the note. On August 13, 2012, the Company entered into a settlement and forbearance agreement described below, relating to the defaults under the Herschkowitz Note and other matters. | |
As long as any amount payable under the Herschkowitz Note remains outstanding, Dr. Herschkowitz or his designee is entitled to appoint a special advisor to the Company's Board of Directors, to be appointed as a member upon request. Pursuant to this authority, Josh Kornberg was appointed to the Board on March 9, 2012. In addition, pursuant to this authority, Mr. Koenigsberger was appointed to the Board on June 25, 2012. | |
Pursuant to a letter dated April 12, 2012, Dr. Herschkowitz advised the Company of the occurrence of numerous events of default under the terms of the Herschkowitz Note and the Herschkowitz Note Purchase Agreement. As a result of such events of default, Dr. Herschkowitz asserted significant rights as a secured creditor of the Company, including his rights as a secured creditor with a security interest in substantially all assets of the Company. Without a settlement relating to the defaults and other matters, Dr. Herschkowitz could have taken action to levy upon the Company's assets, including patents and other intellectual property. | |
In addition, the Company and Atlantic Partners Alliance LLC (“APA”) were parties to a letter agreement dated March 14, 2012, providing APA and its affiliates (including Dr. Herschkowitz and SOK) with rights to avoid dilution relating to additional issuances of equity securities by the Company through July 14, 2012, evidencing the parties' intent that APA would be provided with significant protection against dilution. This protection was in recognition of APA's investments in the Company involving a high degree of risk and the Company's contemplated need for restructuring its indebtedness, which were anticipated to result, and have resulted, in significant dilution. The parties acknowledged that Dr. Herschkowitz and SOK would not have made their historical cash investments in the Company to the same degree had the dilution protection not been provided, and the investments by these parties have enabled the Company to avoid insolvency. Since the respective dates of the Herschkowitz Note Purchase Agreement and the SOK Note Purchase Agreement, the Company had issued in excess of 213,334 shares of common stock to parties other than APA and its affiliates, resulting in significant dilution. | |
Effective August 15, 2012, the Company entered into a letter agreement with Dr. Herschkowitz, APA and SOK (the “Forbearance Agreement”). Under the Forbearance Agreement, among other things, (i) Dr. Herschkowitz agreed to forbear from asserting his rights as a secured creditor to substantially all of the Company's assets, resulting from the Company's defaults; (ii) the Company issued an aggregate 353,334 shares of common stock to Dr. Herschkowitz and SOK and adjusted the conversion price of their convertible notes to $1.05 per share from $4.88 per share, to satisfy the Company's obligations to adjust for dilution; (iii) Dr. Herschkowitz and SOK agreed to extend the maturity of their notes to December 31, 2012; (iv) the Company agreed to pay certain compensation to Dr. Herschkowitz upon the achievement of financial milestones; and (v) Dr. Herschkowitz clarified and waived certain of his rights, including the right to interest at a penalty rate upon default. | |
In the Forbearance Agreement, Dr. Herschkowitz agreed to forbear from exercising any of his rights arising under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement with respect to the existing defaults against the Company, subject to the limitations set forth in the letter agreement and without releasing or waiving any future breach of the letter agreement. He further agreed to forbear from exercising any rights with respect to events of default, security interests in the collateral and other similar remedies against the Company or his interests under the Herschkowitz Note or the Herschkowitz Note Purchase Agreement until the occurrence of an event of default under the Herschkowitz Note: (a) that does not constitute an existing default; and (b) occurs and accrues after the date of the letter agreement. | |
Dr. Herschkowitz and the Company acknowledged that 100,000 shares of the Company's common stock, constituting the “penalty shares” under the Herschkowitz Note Purchase Agreement, were delivered to Dr. Herschkowitz in April 2012 as provided in the Herschkowitz Note Purchase Agreement upon an event of default. Notwithstanding a provision that would have increased the rate of interest from 20% to 24% upon an event of default, Dr. Herschkowitz agreed that the Company would not pay the increased rate of interest but would accrue interest at 20% until a subsequent event of default. | |
Under the Forbearance Agreement, the Herschkowitz Note and the SOK Note were amended as follows: (i) the due dates of the notes were extended to December 31, 2012 from the previous due dates of June 20, 2012 and August 28, 2012, respectively; (ii) Dr. Herschkowitz will release his security agreement after payment of all currently outstanding promissory notes to parties other than SOK; and (iii) the Herschkowitz Note was amended to add certain events of default relating to judgments against the Company or other creditors taking action with respect to the collateral. In consideration of the extension additional milestone fees were revised as described below. Pursuant to a Forbearance and Settlement Agreement with these parties dated August 15, 2012, as subsequently amended, the due date of these notes were extended to August 31, 2013. | |
APA and its affiliates agreed to terminate the letter agreement regarding dilution dated March 14, 2012. In consideration of the various provisions of the letter agreement and in recognition of the understanding of the parties regarding dilution and the agreements of APA and its affiliates to forbear and to extend the due dates of the notes, the Company (i) issued 176,667 shares to Dr. Herschkowitz, (ii) issued 176,667 shares to SOK, and (iii) the conversion price of the Herschkowitz Note and the SOK Note, respectively was changed to $1.05 per share from $4.88 per share. | |
In the event that the Company consummated the following series of transactions on or prior to June 30, 2013: (i) a merger or similar transaction with a public shell company, (ii) raising between $2 million and $4 million through an offering of the securities of the public shell company concurrent with or subsequent to the shell merger; and (iii) listing the Company's shares on NASDAQ pursuant to an underwritten offering of the Company's securities resulting in gross proceeds of between $5 million and $30 million, then the Company would have to be required to deliver to Dr. Herschkowitz the following compensation: (A) $75,000 upon consummating the shell merger, (B) $150,000 upon consummating the qualifying financing round; and (C) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $1,000,000. The Company was also required to reimburse Dr. Herschkowitz at his actual out-of-pocket cost for reasonable expenses incurred in connection with the shell transactions, with a maximum limit of $10,000 for such expenses. | |
In connection with the extension of the due date for the Herschkowitz Note and the SOK Note on March 6, 2013, the milestone fees were revised. The following fees were payable to Dr. Herschkowitz in the event that the Company consummates the following series of transactions on or prior to December 31, 2013: (i) financing raising not less than $1 million, compensation of $75,000; (ii) a going private transaction, compensation of $200,000 or greater; and (iii) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $3,000,000. In May 2013 Dr. Herschkowitz received $75,000 after the Company surpassed raising $1 million. | |
As a result of the transactions under the Forbearance Agreement and other investments, Dr. Herschkowitz, SOK and their affiliates currently own shares of common stock and securities representing beneficial ownership of more than 57% of the Company's outstanding common stock, giving such parties significant control over election of the Board of Directors and other matters. | |
On November 6, 2012, the Company issued and sold convertible promissory notes in the total principal amount of $156,243 to Dr. Herschkowitz and certain of his assignees. The Company issued to these parties an aggregate 20,833 shares of common stock in consideration of placement of the notes. The notes bear interest at a rate of 20% per annum and are secured by a security interest in the Company's accounts receivable, patents and certain patent rights and are convertible into common stock upon certain mergers or other fundamental transactions at a conversion price based on the trading price prior to the transaction. The proceeds from this transaction were used to pay off approximately $155,000 in principal amount of secured indebtedness. Such notes were converted in April 2013 in to 13,889 shares of common stock at $7.50 per share. | |
In December 2013 the Company received an additional $300,000 in debt financing from SOK Partners under a non-convertible grid note due February 28, 2014, with 10% interest based on a 365 day year. Dr. Herschkowitz received 10% of the gross proceeds in advance, and the Company received $250,000 in three tranches in December 2013. In January 2014, the Company received an additional $20,000 from SOK Partners completing the grid note maximum. Should the company default on the note the interest rate will increase to 20% interest based on a 365 day year. In February 2014, the Company wired $305,589.04 to SOK Partners in complete payment of the grid note, including interest. | |
In connection with the sale of the Preferred Shares on February 4, 2014 as described in Note 3, Josh Kornberg, our CEO, was one of the Purchasers. Mr. Kornberg purchased 19,231 Preferred Shares for a purchase price of $25,000 and received warrants to purchase 52 shares of common stock. | |
On July 23, 2014, the Company entered into the SOK Securities Purchase Agreement pursuant to which the Company agreed to issue and sell certain securities to SOK, as described in Note 4 of this Report. | |
Retirement_Savings_Plan
Retirement Savings Plan | 3 Months Ended |
Mar. 31, 2015 | |
Retirement Savings Plan [Abstract] | |
Retirement Savings Plan | Note 10 – Retirement Savings Plan |
We have a pre-tax salary reduction/profit-sharing plan under the provisions of Section 401(k) of the Internal Revenue Code, which covers employees meeting certain eligibility requirements. In fiscal 2015 and 2014, we matched 100%, of the employee's contribution up to 4% of their earnings. The employer contribution was $98,062 and $67,323 for the three months ending March 31, 2015 and March 31, 2014, respectively. | |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies |
On July 17, 2014, Skyline Medical Inc. (the “Company”) and a stockholder entered into a settlement agreement and release (the “Settlement Agreement”) with Marshall Ryan (“Ryan”) and a company related to Ryan (together, the “Plaintiffs”). The settlement relates to a previously disclosed lawsuit by the Plaintiffs initiated in March 2014. Ryan is an engineer who previously worked with the Company on design of certain of the Company's products. The lawsuit alleged among other things, breach of a 2008 consulting agreement, a 2006 manufacturing agreement and a 2006 supply agreement among the Plaintiffs and the Company, various claims of fraud and negligent misrepresentation, and breach of the duty of good faith and fair dealing. | |
Under the Settlement Agreement, the parties have agreed that the lawsuit will be dismissed. The Company has agreed to pay Ryan an aggregate of $500,000 in various cash installments through April 25, 2015, which amount includes $200,000 in installments that are payable during the remainder of 2014. The Settlement Agreement, among other things, extinguishes any prior claims of Plaintiffs for royalties or other alleged rights to payments under their prior agreements with the Company. Payment of the outstanding balance under the Settlement Agreement will be accelerated if the Company raises $2 million or more of gross dollars in a single funding round or raises aggregate funding of $4 million of gross dollars on or before April 10, 2015. If the Company defaults on the required cash payments and fails to cure as provided in the Settlement Agreement, then Ryan will have the option to either sue Skyline to enforce the Settlement Agreement or rescind the Settlement Agreement, including returning all payments previously made thereunder. | |
The Settlement Agreement also contains mutual releases covering claims other than a breach of the Settlement Agreement. In the Settlement Agreement, Ryan fully, unconditionally and irrevocably affirms and ratifies the Company's rights to Ryan's prior patent assignments, and disclaims any right, title or interest in the Company's Streamway product including any claims to royalties both past and future. In addition, the parties confirmed that the patents related to the Streamway product belong exclusively to Skyline and remain in full force and effect. | |
On April 27, 2015, the Company entered into a Third Extension of Settlement Agreement (the “Third Extension”) with Ryan and the Plaintiffs. Under the Third Extension the parties have agreed that in consideration for this Memorandum of Understanding Skyline will pay Ryan $50,000 to be added to the current balance; Skyline will pay 18% interest on the current balance retroactive to certain dates; all payments will be made in full by no later than June 2, 2015, except that if Skyline obtains gross funding, as measured from all its funding and revenue beginning on April 1, 2015, in the amounts specified below, payment shall accelerate as follows: if Skyline obtains gross funding of at least $2,000,000 or more but less than $4,000,000, it shall immediately pay $250,000 to Ryan toward the current balance; if Skyline obtain gross funding of at least $4,000,000 or more, it shall immediately pay any portion of the current balance, third extension payment and interest not already paid. Additionally, incremental payments to be deducted from the current balance will be made in the following amounts: Skyline will pay $15,000 on or before May 29, 2015. The incremental payment, if made, will be deducted from the December 24, 2015 payment due pursuant to Paragraph 1.3 of the Settlement Agreement. | |
Darryl C. Demaray, Brady P. Farrell, Christopher S. Howell and Ronald W. Walters v. Skyline Medical Inc. On April 29, 2015, the plaintiffs filed an action in District Court in Dakota County, Minnesota against the Company. The four plaintiffs are current or former employees of the Company who were or are each engaged as a Regional Sales Manager. The action alleges, among other things, breach of employment agreements, failure to pay certain cash and non-cash compensation, negligent misrepresentation and unjust enrichment. The plaintiffs are seeking the amounts they claim are due, in addition to, among other things, certain penalties and certain attorney's fees and costs. The Company's records indicate that certain amounts are owing to these individuals. The Company intends to defend against the claims vigorously. | |
Supplemental_Cash_Flow_Data
Supplemental Cash Flow Data | 3 Months Ended |
Mar. 31, 2015 | |
Supplemental Cash Flow Data [Abstract] | |
Supplemental Cash Flow Data | Note 12 – Supplemental Cash Flow Data |
Cash payments for interest were $9,661 for the three months ended March 31, 2015 and $18,138 for the three months ended March 31, 2014. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||
Recent Accounting Developments | Recent Accounting Developments | ||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers and created a new topic in the FASB Accounting Standards Codification ("ASC"), Topic 606. The new standard provides a single comprehensive revenue recognition framework for all entities and supersedes nearly all existing U.S. GAAP revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity should recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is designed to create greater comparability for financial statement users across industries and also requires enhanced disclosures. The amendments are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is not permitted. We are currently evaluating the impact this guidance may have on our financial statements and related disclosures. | |||||||||
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting | |||||||||
Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company evaluated and adopted ASU 2014-10 during the year 2014. | |||||||||
In June 2014, the FASB issued ASU 2014-12, "Compensation - Stock Compensation" providing explicit guidance on how to account for share-based payments granted to employees in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. We are currently evaluating the impact this guidance may have on our financial statements. | |||||||||
We reviewed all other significant newly issued accounting pronouncements and determined they are either not applicable to our business or that no material effect is expected on our financial position and results of our operations. | |||||||||
Valuation of Intangible Assets | Valuation of Intangible Assets | ||||||||
We review identifiable intangible assets for impairment in accordance with ASC 350 — Intangibles —Goodwill and Other, whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Our intangible assets are currently solely the costs of obtaining trademarks and patents. Events or changes in circumstances that indicate the carrying amount may not be recoverable include, but are not limited to, a significant change in the medical device marketplace and a significant adverse change in the business climate in which we operate. If such events or changes in circumstances are present, the undiscounted cash flows method is used to determine whether the intangible asset is impaired. Cash flows would include the estimated terminal value of the asset and exclude any interest charges. If the carrying value of the asset exceeds the undiscounted cash flows over the estimated remaining life of the asset, the asset is considered impaired, and the impairment is measured by reducing the carrying value of the asset to its fair value using the discounted cash flows method. The discount rate utilized is based on management's best estimate of the related risks and return at the time the impairment assessment is made. | |||||||||
Accounting Policies and Estimates | Accounting Policies and Estimates | ||||||||
The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||
Presentation Of Taxes Collected From Customers Policy | Presentation of Taxes Collected from Customers | ||||||||
Sales taxes are imposed on the Company's sales to nonexempt customers. The Company collects the taxes from customers and remits the entire amounts to the governmental authorities. The Company's accounting policy is to exclude the taxes collected and remitted from revenues and expenses. | |||||||||
Shipping and Handling | Shipping and Handling | ||||||||
Shipping and handling charges billed to customers are recorded as revenue. Shipping and handling costs are recorded within cost of goods sold on the statement of operations. | |||||||||
Advertising | Advertising | ||||||||
Advertising costs are expensed as incurred. Advertising expenses were $917 in the three months ended March 31, 2015 and were $6,543 in the three months ended March 31, 2014. | |||||||||
Research and Development | Research and Development | ||||||||
Research and development costs are charged to operations as incurred. Research and development expenses were $62,662 in the three months ended March 31, 2015 and $118,351 for March 31, 2014. | |||||||||
Revenue Recognition | Revenue Recognition | ||||||||
The Company recognizes revenue in accordance with the SEC's Staff Accounting Bulletin Topic 13 Revenue Recognition and ASC 605-Revenue Recognition. | |||||||||
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed and determinable and collectability is probable. Delivery is considered to have occurred upon either shipment of the product or arrival at its destination based on the shipping terms of the transaction. The Company's standard terms specify that shipment is FOB Skyline and the Company will, therefore, recognize revenue upon shipment in most cases. This revenue recognition policy applies to shipments of the STREAMWAY FMS units as well as shipments of cleaning solution kits. When these conditions are satisfied, the Company recognizes gross product revenue, which is the price it charges generally to its customers for a particular product. Under the Company's standard terms and conditions, there is no provision for installation or acceptance of the product to take place prior to the obligation of the customer. The customer's right of return is limited only to the Company's standard one-year warranty whereby the Company replaces or repairs, at its option, and it would be rare that the STREAMWAY FMS unit or significant quantities of cleaning solution kits may be returned. Additionally, since the Company buys both the STREAMWAY FMS units and cleaning solution kits from “turnkey” suppliers, the Company would have the right to replacements from the suppliers if this situation should occur. | |||||||||
Receivables | Receivables | ||||||||
Receivables are reported at the amount the Company expects to collect on balances outstanding. The Company provides for probable uncollectible amounts through charges to earnings and credits to the valuation based on management's assessment of the current status of individual accounts, changes to the valuation allowance have not been material to the financial statements. | |||||||||
Inventories | Inventories | ||||||||
Inventories are stated at the lower of cost or market, with cost determined on a first-in, first-out basis. Inventory balances are as follows: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Finished goods | $ | 65,459 | $ | 88,362 | |||||
Raw materials | 221,996 | 237,556 | |||||||
Work-In-Process | 13,934 | 41,449 | |||||||
Total | $ | 301,389 | $ | 367,367 | |||||
Property and Equipment | Property and Equipment | ||||||||
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the respective assets. Estimated useful asset life by classification is as follows: | |||||||||
Years | |||||||||
Computers and office equipment | 7-Mar | ||||||||
Leasehold improvements | 5 | ||||||||
Manufacturing tooling | 7-Mar | ||||||||
Demo Equipment | 3 | ||||||||
The Company's investment in Fixed Assets consists of the following: | |||||||||
March 31, | December 31, | ||||||||
2015 | 2014 | ||||||||
Computers and office equipment | $ | 123,708 | $ | 123,708 | |||||
Leasehold improvements | 23,874 | 23,874 | |||||||
Manufacturing tooling | 97,288 | 97,288 | |||||||
Demo Equipment | 22,141 | 30,576 | |||||||
Total | 267,011 | 275,446 | |||||||
Less: Accumulated depreciation | 95,698 | 78,967 | |||||||
Total Fixed Assets, Net | $ | 171,313 | $ | 196,479 | |||||
Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Maintenance and repairs are charged to operations as incurred. | |||||||||
Intangible Assets | Intangible Assets | ||||||||
Intangible assets consist of trademarks and patent costs. Amortization expense was $1,444 in the three months ended March 31, 2015, and was $0 in the three months ended March 31, 2014.The assets are reviewed for impairment annually, and impairment losses, if any, are charged to operations when identified. | |||||||||
Income Taxes | Income Taxes | ||||||||
The Company accounts for income taxes in accordance with ASC 740- Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. | |||||||||
The Company reviews income tax positions expected to be taken in income tax returns to determine if there are any income tax uncertainties. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on technical merits of the positions. The Company has identified no income tax uncertainties. | |||||||||
Tax years subsequent to 2011 remain open to examination by federal and state tax authorities. | |||||||||
Patents and Intellectual Property | Patents and Intellectual Property | ||||||||
On January 25th, 2014 the Company filed a non-provisional PCT Application No. PCT/US2014/013081 claiming priority from the U.S. Provisional Patent Application, number 61756763 which was filed one year earlier on January 25th, 2013. The Patent Cooperation Treaty (“PCT”) allows an applicant to file a single patent application to seek patent protection for an invention simultaneously in each of the 148 countries of the PCT, including the United States. By filing this single “international” patent application through the PCT, it is easier and more cost effective than filing separate applications directly with each national or regional patent office in which patent protection is desired. | |||||||||
Our PCT patent application is for the new model of the surgical fluid waste management system. We obtained a favorable International Search Report from the PCT searching authority indicating that the claims in our PCT application are patentable (i.e., novel and non-obvious) over the cited prior art. A feature claimed in the PCT application is the ability to maintain continuous suction to the surgical field while measuring, recording and evacuating fluid to the facilities sewer drainage system. This provides for continuous operation of the STREAMWAY System unit in suctioning waste fluids, which means that suction is not interrupted during a surgical operation, for example, to empty a fluid collection container or otherwise dispose of the collected fluid. | |||||||||
The Company holds the following granted patents in the United States and a pending application in the United States on its earlier models: US7469727, US8123731 and U.S. Publication No. US20090216205 (collectively, the “Patents”). These Patents will begin to expire on August 8, 2023. | |||||||||
Subsequent Events | Subsequent Events | ||||||||
Convertible Notes Issued in 2015. On April 8, 2015, the Company entered into a securities purchase agreement with a private investor, pursuant to which the Company agreed to issue and sell (i) a senior convertible note, in an original principal amount of $125,000 (the “April 2015 Note”), which shall be convertible into a certain amount of shares of Common Stock, in accordance with the terms of the April 2015 Note, for an aggregate purchase price of $100,000 (representing an approximately 20% original issue discount (the “April 2015 Convertible Notes Offering”). The terms of the April 2015 Note are substantially similar to those of the 2014 Convertible Notes. | |||||||||
Convertible Notes Issued in 2015. On May 8, 2015, the Company entered into a securities purchase agreement with a private investor, pursuant to which the Company agreed to issue and sell (i) a senior convertible note, in an original principal amount of $150,000 (the “May 2015 Note”), which shall be convertible into a certain amount of shares of Common Stock, in accordance with the terms of the May 2015 Note (the “May 2015 Convertible Notes Offering”). The terms of the May 2015 Note are substantially similar to those of the 2014 Convertible Notes. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||
Schedule of inventory | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
Finished goods | $ | 65,459 | $ | 88,362 | |||||
Raw materials | 221,996 | 237,556 | |||||||
Work-In-Process | 13,934 | 41,449 | |||||||
Total | $ | 301,389 | $ | 367,367 | |||||
Schedule of property, plant and equipment | Years | ||||||||
Computers and office equipment | 7-Mar | ||||||||
Leasehold improvements | 5 | ||||||||
Manufacturing tooling | 7-Mar | ||||||||
Demo Equipment | 3 | ||||||||
Schedule of investment in fixed Assets | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
Computers and office equipment | $ | 123,708 | $ | 123,708 | |||||
Leasehold improvements | 23,874 | 23,874 | |||||||
Manufacturing tooling | 97,288 | 97,288 | |||||||
Demo Equipment | 22,141 | 30,576 | |||||||
Total | 267,011 | 275,446 | |||||||
Less: Accumulated depreciation | 95,698 | 78,967 | |||||||
Total Fixed Assets, Net | $ | 171,313 | $ | 196,479 |
STOCKHOLDERS_DEFICIT_STOCK_OPT1
STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Tables) | 3 Months Ended | |||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||
STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS [Abstract] | ||||||||||||||||||||||||
Summary of Transactions for Stock Options and Warrants | Stock Options | Warrants | ||||||||||||||||||||||
Average | Average | |||||||||||||||||||||||
Number of | Exercise | Number of | Exercise | |||||||||||||||||||||
Shares | Price | Shares | Price | |||||||||||||||||||||
Outstanding at December 31, 2013 | 385,733 | $ | 6.75 | 461,920 | $ | 10.5 | ||||||||||||||||||
Issued | 75,683 | 8.12 | 161,375 | 3.81 | ||||||||||||||||||||
Expired | (7,879 | ) | 23.58 | (81,851 | ) | 13.54 | ||||||||||||||||||
Exercised | (4,936 | ) | 1.76 | (40,722 | ) | 8.38 | ||||||||||||||||||
Outstanding at December 31, 2014 | 448,601 | $ | 7.51 | 500,722 | $ | 7.95 | ||||||||||||||||||
Issued | 7,245 | 3.45 | 1,690 | 9.75 | ||||||||||||||||||||
Expired | (7,136 | ) | 13.55 | -1,167 | 15 | |||||||||||||||||||
Exercised | - | - | - | - | ||||||||||||||||||||
Outstanding at March 31, 2015 | 448,710 | $ | 7.47 | 501,245 | $ | 7.94 | ||||||||||||||||||
Summary of Status of Options and Warrants Outstanding | Range of Prices | Shares | Weighted Remaining Life | |||||||||||||||||||||
Options | ||||||||||||||||||||||||
$ | 0.75 | 7,333 | 6.27 | |||||||||||||||||||||
$ | 3.45 | 7,245 | 10 | |||||||||||||||||||||
$ | 4.875 | 134 | 7.95 | |||||||||||||||||||||
$ | 5.25 | 2,031 | 7.44 | |||||||||||||||||||||
$ | 5.625 | 192,000 | 7.96 | |||||||||||||||||||||
$ | 5.925 | 23,206 | 7.97 | |||||||||||||||||||||
$ | 6 | 123,998 | 7.38 | |||||||||||||||||||||
$ | 6.5 | 3,845 | 9.76 | |||||||||||||||||||||
$ | 6.6 | 5,332 | 6.82 | |||||||||||||||||||||
$ | 8.25 | 3,636 | 9.51 | |||||||||||||||||||||
$ | 9.9375 | 3,019 | 8.29 | |||||||||||||||||||||
$ | 10.5 | 3,238 | 8.29 | |||||||||||||||||||||
$ | 11.25 | 13,666 | 7.85 | |||||||||||||||||||||
$ | 12.75 | 3,401 | 9.03 | |||||||||||||||||||||
$ | 13.875 | 2,160 | 9.01 | |||||||||||||||||||||
$ | 15 | 3,334 | 8.97 | |||||||||||||||||||||
$ | 17.25 | 40,261 | 8.94 | |||||||||||||||||||||
$ | 18.75 | 3,334 | 8.9 | |||||||||||||||||||||
$ | 20.25 | 4,940 | 8.76 | |||||||||||||||||||||
$ | 21.75 | 1,336 | 8.53 | |||||||||||||||||||||
$ | 23.85 | 1,260 | 8.51 | |||||||||||||||||||||
448,710 | ||||||||||||||||||||||||
Warrants | ||||||||||||||||||||||||
$ | 0.75 | 400 | 0.69 | |||||||||||||||||||||
$ | 6 | 102,857 | 2.96 | |||||||||||||||||||||
$ | 9 | 2,666 | 2.82 | |||||||||||||||||||||
$ | 9.75 | 63,232 | 4.23 | |||||||||||||||||||||
$ | 11.25 | 204,201 | 2.77 | |||||||||||||||||||||
$ | 12.375 | 71,257 | 4.36 | |||||||||||||||||||||
$ | 12.38 | 5,557 | 4.61 | |||||||||||||||||||||
$ | 13.5 | 4,444 | 3.22 | |||||||||||||||||||||
$ | 14.85 | 23,612 | 3.17 | |||||||||||||||||||||
$ | 20.25 | 1,481 | 3.88 | |||||||||||||||||||||
$ | 24.375 | 21,538 | 3.85 | |||||||||||||||||||||
501,245 | ||||||||||||||||||||||||
Schedule of Listing of Stock Options and Warrants | Stock Options: | |||||||||||||||||||||||
Year | Shares | Price | ||||||||||||||||||||||
2011 | 11,666 | $ | 0.75 | |||||||||||||||||||||
2012 | 126,029 | 5.25 - 6.00 | ||||||||||||||||||||||
2013 | 238,088 | 4.875 - 23.85 | ||||||||||||||||||||||
2014 | 65,681 | 6.50 - 18.75 | ||||||||||||||||||||||
2015 | 7,245 | 3.45 | ||||||||||||||||||||||
Total | 448,710 | $ | 75 - 23.85 | |||||||||||||||||||||
Warrants: | ||||||||||||||||||||||||
Year | Shares | Price | ||||||||||||||||||||||
2010 | 400 | 0.75 | ||||||||||||||||||||||
2011 | - | - | ||||||||||||||||||||||
2012 | 70,201 | 11.25 | ||||||||||||||||||||||
2013 | 267,579 | 6.00- 14.85 | ||||||||||||||||||||||
2014 | 161,375 | 9.75 - 24.375 | ||||||||||||||||||||||
2015 | 1,690 | $ | 9.75 | |||||||||||||||||||||
Total | 501,245 | $ | 0.75 - 24.375 | |||||||||||||||||||||
LOSS_PER_SHARE_Tables
LOSS PER SHARE (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
LOSS PER SHARE [Abstract] | |||||||||||||||||
Schedule of Shares Used in Basic and Diluted Loss Per Common Share Computations | |||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||
2015 | 2014 | ||||||||||||||||
Numerator: | |||||||||||||||||
Net loss available in basic and diluted calculation | $ | (225,795 | ) | $ | (1,616,993 | ) | |||||||||||
Denominator: | |||||||||||||||||
Weighted average common shares outstanding-basic | 3,100,244 | 2,949,651 | |||||||||||||||
Effect of diluted stock options and warrants (1) | - | - | |||||||||||||||
Weighted average common shares outstanding-basic | 3,100,244 | 2,949,651 | |||||||||||||||
Loss per common share-basic and diluted | $ | (0.07 | ) | $ | (0.55 | ) | |||||||||||
-1 | The number of shares underlying options and warrants outstanding as of March 31, 2015 and March 31, 2014 are 949,955 and 852,807 respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive. |
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
INCOME TAXES [Abstract] | |||||||||
Schedule of Components of Deferred Income Taxes | March 31, | December 31, | |||||||
2015 | 2014 | ||||||||
Deferred Tax Asset: | |||||||||
Net Operating Loss | $ | 7,919,000 | $ | 7,919,000 | |||||
Other | 1,150,000 | 1,150,000 | |||||||
Total Deferred Tax Asset | 9,069,000 | 9,069,000 | |||||||
Less Valuation Allowance | 9,069,000 | 9,069,000 | |||||||
Net Deferred Income Taxes | $ | — | $ | — |
RENT_OBLIGATION_Tables
RENT OBLIGATION (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
RENT OBLIGATION [Abstract] | |||||
Schedule of Rent Obligation | 2015 | $ | 27,750 | ||
2016 | $ | 38,000 | |||
2017 | $ | 39,000 | |||
2018 | $ | 3,600 | |||
2019 | $ | - |
LIABILITY_FOR_EQUITYLINKED_FIN1
LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||
LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||
Schedule of Inputs to Black-Scholes Model | Stock price | $ 3.75 to $37.50 | ||||||||||||||||||||||||||||||||||||||
Exercise price | $ .75 to $24.38 | |||||||||||||||||||||||||||||||||||||||
Expected life | 2.0 to 6.5 years | |||||||||||||||||||||||||||||||||||||||
Expected volatility | 59% | |||||||||||||||||||||||||||||||||||||||
Assumed dividend rate | -% | |||||||||||||||||||||||||||||||||||||||
Risk-free interest rate | .13% to 2.97% | |||||||||||||||||||||||||||||||||||||||
Schedule of Original Valuations, Annual Gain/(Loss) and End of Year Valuations | Initial Value | Annual Gain (Loss) | Value at 12/31/09 | 2010 Gain (Loss) | Value at 12/31/10 | 2011 Gain (Loss) | Value at | 2012 Gain | Value at | 2013 Gain | Value | 2014 Gain | Value at | |||||||||||||||||||||||||||
12/31/2011 | (Loss) | 12/31/2012 | (Loss) | at 12/31/2013 | (Loss) | 12/31/14 | ||||||||||||||||||||||||||||||||||
January 1, 2009 adoption | $ | 479,910 | $ | (390,368) | $ | 870,278 | $ | 868,772 | $ | 1,506 | $ | (88,290) | $ | 89,796 | $ | (21,856) | $ | 111,652 | $ | 100,053 | $ | 11,599 | $ | 11,599 | $ | - | ||||||||||||||
Warrants issued in quarter | 169,854 | 20,847 | 149,007 | 147,403 | 1,604 | (4,689) | 6,293 | 6,293 | - | - | - | - | - | |||||||||||||||||||||||||||
ended 6/30/2009 | ||||||||||||||||||||||||||||||||||||||||
Warrants issued in quarter | 39,743 | (738) | 40,481 | 40,419 | 62 | (1,562) | 1,624 | 910 | 714 | 714 | - | - | - | |||||||||||||||||||||||||||
ended 9/30/2009 | ||||||||||||||||||||||||||||||||||||||||
Warrants issued in quarter | 12,698 | 617 | 12,081 | 12,053 | 28 | (724) | 752 | 415 | 337 | 337 | - | - | - | |||||||||||||||||||||||||||
ended 12/31/2009 | ||||||||||||||||||||||||||||||||||||||||
Subtotal | 702,205 | 1,071,847 | ||||||||||||||||||||||||||||||||||||||
Warrants issued in quarter | 25,553 | 25,014 | 539 | (5,570) | 6,109 | 3,701 | 2,408 | 2,408 | - | - | - | |||||||||||||||||||||||||||||
ended 3/31/2010 | ||||||||||||||||||||||||||||||||||||||||
Warrants issued in quarter | 31,332 | 30,740 | 592 | (6,122) | 6,714 | 6,083 | 631 | 631 | - | - | - | |||||||||||||||||||||||||||||
ended 6/30/2010 | ||||||||||||||||||||||||||||||||||||||||
Warrants issued in quarter | 31,506 | 20,891 | 10,615 | (44,160) | 54,775 | 1,338 | 53,437 | 53,437 | - | - | - | |||||||||||||||||||||||||||||
ended 9/30/2010 | ||||||||||||||||||||||||||||||||||||||||
Total | $ | 790,596 | $ | (369,642) | $ | 1,071,847 | $ | 1,145,292 | $ | 14,946 | $ | (151,117) | $ | 166,063 | $ | (3,116) | $ | 169,179 | $ | 157,580 | $ | 11,599 | $ | 11,599 | $ | - |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 155 Months Ended | 0 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Apr. 08, 2015 | Nov. 30, 2014 | 8-May-15 | |
Summary Of Significant Accounting Policy [Line Items] | |||||||
Common Stock, Shares, Outstanding | 3,142,737 | 3,092,766 | 3,142,737 | ||||
Common Stock, Par or Stated Value Per Share | $0.01 | $0.01 | $0.01 | $0.01 | |||
Stockholders' Equity, Reverse Stock Split | 1-for-75 | ||||||
Stockholders' Equity, Period Increase (Decrease) | $9,168,000 | ||||||
Stock Issued During Period, Value, New Issues | 2,055,000 | 2,055,001 | |||||
Debt Instrument, Increase (Decrease) for Period, Net | 5,435,000 | ||||||
Amortization of Intangible Assets | 1,444 | 0 | |||||
Advertising Expense | 917 | 6,543 | |||||
Research and Development Expense | 62,662 | 118,351 | |||||
Series A Convertible Preferred Stock [Member] | |||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | 2,055,000 | ||||||
Subsequent Event [Member] | April 2015 Note [Member] | |||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||
Original principal amount | 125,000 | ||||||
Amount of financial instrument in which debt will be convertible | 100,000 | ||||||
Original issue discount (as a percent) | 20.00% | ||||||
Subsequent Event [Member] | May 2015 Note [Member] | |||||||
Summary Of Significant Accounting Policy [Line Items] | |||||||
Original principal amount | $150,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Inventory) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Finished goods | $65,459 | $88,362 |
Raw materials | 221,996 | 237,556 |
Work-In-Process | 13,934 | 41,449 |
Total | $301,389 | $367,367 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Property, Plant and Equipment) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Estimated useful of assets [Line items] | ||
Total | $267,011 | $275,446 |
Less: Accumulated depreciation | 95,698 | 78,967 |
Total Fixed Assets, Net | 171,313 | 196,479 |
Computers and office equipment [Member] | ||
Estimated useful of assets [Line items] | ||
Total | 123,708 | 123,708 |
Computers and office equipment [Member] | Minimum [Member] | ||
Estimated useful of assets [Line items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Computers and office equipment [Member] | Maximum [Member] | ||
Estimated useful of assets [Line items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Leasehold Improvements [Member] | ||
Estimated useful of assets [Line items] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Total | 23,874 | 23,874 |
Manufacturing Tooling [Member] | ||
Estimated useful of assets [Line items] | ||
Total | 97,288 | 97,288 |
Manufacturing Tooling [Member] | Minimum [Member] | ||
Estimated useful of assets [Line items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Manufacturing Tooling [Member] | Maximum [Member] | ||
Estimated useful of assets [Line items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Demo Equipment [Member] | ||
Estimated useful of assets [Line items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Total | $22,141 | $30,576 |
DEVELOPMENT_STAGE_OPERATIONS_D
DEVELOPMENT STAGE OPERATIONS (Details) (USD $) | 156 Months Ended |
6-May-15 | |
Development stage operation [Line Items] | |
Common Stock, Shares, Issued | 3,142,737 |
Equity Issuance Per Share Amount | $125.25 |
STOCKHOLDERS_DEFICIT_STOCK_OPT2
STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Narrative) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 2 Months Ended | |||||||||||||||||||
Mar. 31, 2015 | Jan. 31, 2015 | Nov. 30, 2014 | Sep. 30, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Apr. 30, 2013 | Mar. 31, 2012 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2009 | Sep. 09, 2014 | Jan. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Aug. 31, 2014 | Aug. 04, 2014 | Apr. 15, 2013 | Jan. 15, 2013 | Sep. 07, 2011 | Jun. 22, 2010 | Feb. 04, 2014 | Sep. 10, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Weighted Average Remaining Life | 2 years 6 months | |||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 59.00% | |||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 66.00% | |||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Volatility Description | The Company compiled historical volatilities over a period of 2 to 7 years of 15 small-cap medical companies traded on major exchanges and 10 mid-range medical companies on the OTC Bulletin Board and combined the results using a weighted average approach. | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.37% | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 440,208 | 440,208 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $7.14 | $7.14 | ||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Vested and Expected To Vest, Outstanding, Weighted Average Remaining Contractual Term 1 | 7 years 6 months 29 days | |||||||||||||||||||||||||
Share-based Compensation Expense | $72,116 | $259,339 | ||||||||||||||||||||||||
Employee Service Share-Based Compensation, Nonvested Awards, Total Compensation Cost Not Yet Recognized, Stock Options | 90,796 | 90,796 | ||||||||||||||||||||||||
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition 1 | 12 months | |||||||||||||||||||||||||
Common stock, shares authorized | 10,666,667 | 10,666,667 | 10,666,667 | 666,667 | 4,000,000 | 2,666,667 | 1,066,067 | |||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $0.01 | $0.01 | $0.01 | |||||||||||||||||||||||
Common stock, par value (in dollars per share) | $0.01 | $0.01 | $0.01 | $0.01 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $12.38 | $11.25 | $24.38 | $11.25 | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 37,440 | 28,986 | 4,831 | 21,538 | 37,440 | 37,440 | 61,539 | 61,539 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | 2,055,000 | 2,055,001 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 13,700 | 13,889 | ||||||||||||||||||||||||
Preferred Stock Conversion Price, Per Share | $19.50 | $19.50 | $19.50 | $19.50 | ||||||||||||||||||||||
Convertible Preferred Stock, Terms of Conversion | The Preferred Shares are convertible at the option of the holder into the number of shares of Common Stock determined by dividing the stated value of the Preferred Shares being converted by the conversion price of $19.50, subject to adjustment for stock splits, reverse stock splits and similar recapitalization events. If the Company issues additional shares of Common Stock, other than certain stock that is excluded under the terms of the Securities Purchase Agreement, in one or more capital raising transactions with an aggregate purchase price of at least $100,000 for a price less than the then existing conversion price for the Preferred Shares (the “New Issuance Price”), then the then existing conversion price shall be reduced to the New Issuance Price, provided, however, that under no circumstances shall the New Issuance Price be less than $9.75 or reduced to a price level that would be in breach of the listing rules of any stock exchange | |||||||||||||||||||||||||
Beneficial Ownership Limitation, Percentage | 4.99% | |||||||||||||||||||||||||
Preferred Shareholders, Receivable, Upon Any Liquidation, Description | an amount equal to $2,055,000 times 1.2, plus all declared but unpaid dividends. | |||||||||||||||||||||||||
Cashless Exercise Of Common Stock Warrants Total | 3,333 | 15,442 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,121 | 3,122 | 1,561 | 1,561 | 970 | 1,559 | ||||||||||||||||||||
Conversion Of Stock Price Per Share | $9.75 | $9.75 | $19.50 | |||||||||||||||||||||||
Preferred Stock, Dividend Rate, Percentage | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | |||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercises In Period | 3,725 | 4,444 | ||||||||||||||||||||||||
Securities Purchase Agreement Terms | (i) the Qualified Public Offering closes within six (6) months of the first closing of the convertible notes offering (“Qualified Public Offering Deadline”) and (ii) 70% of the public offering price per share of the Common Stock in the Qualified Public Offering (the “QPO Discount Price”) is less than the Conversion Price floor contained in Section 7(e)(i) of the Certificate of Designation (the “Conversion Price Floor”), or (B) if a Qualified Public Offering has not been consummated by the Qualified Public Offering Deadline, upon the Preferred Stockholders' conversion of their shares of Preferred Stock to the extent that 70% of the volume weighted average price of the Common Stock on the principal Trading Market (as defined in the Certificate of Designation) of the Common Stock during the ten Trading Days (as defined in the Certificate of Designation) immediately preceding the Qualified Public Offering Deadline (the “Non-QPO Discount Price”) is less than the Conversion Price Floor. | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 20,623 | |||||||||||||||||||||||||
Affiliates [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Securities Purchase Agreement Terms | (i) senior convertible notes, in an original aggregate principal amount of $1,069,222 (subsequently reduced to $951,086) (the “Affiliate Notes”), which Affiliate Notes shall be convertible into a certain amount of shares (the “Affiliate Conversion Shares”) of the Company's Common Stock in accordance with the terms of the Affiliate Notes, and (ii) warrants (the “Affiliate Warrants”) to initially acquire up to 48,879 additional shares of Common Stock (subsequently reduced to 42,271 shares) (the “Affiliate Warrant Shares,” and collectively with the Affiliate Notes, the Affiliate Warrants and the Affiliate Conversion Shares, the “Affiliate Securities”) for an aggregate purchase price of $875,000 (representing an approximately 8.7% original issue discount) (the “Affiliate Convertible Notes Offering”). | |||||||||||||||||||||||||
SOK Partners, LLC, [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $12.38 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,431 | |||||||||||||||||||||||||
Percentage Of Reduction To Warrant Agreement | 11.00% | |||||||||||||||||||||||||
Dr.Samuel Herschowitz [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,482 | |||||||||||||||||||||||||
CEO [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $1.25 | |||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercises In Period | 4,336 | |||||||||||||||||||||||||
Two Lenders [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $12.38 | |||||||||||||||||||||||||
Four Lenders [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $12.38 | 12.38 | 12.38 | |||||||||||||||||||||||
Purchasers [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 24.38 | |||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Issued - Average Exercise Price | $9.75 | $3.81 | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $24.38 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 21,334 | |||||||||||||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $8.38 | |||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercises In Period | 40,722 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 71,257 | |||||||||||||||||||||||||
Warrant [Member] | Two Lenders [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Percentage Of Reduction To Warrant Agreement | 11.00% | |||||||||||||||||||||||||
Warrant [Member] | Four Lenders [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Percentage Of Reduction To Warrant Agreement | 11.00% | |||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $0.01 | |||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $2,055,000 | |||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 20,550 | |||||||||||||||||||||||||
Sale of Stock, Price Per Share | $9.75 | |||||||||||||||||||||||||
Stock Incentive Plan 2012 [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Common stock, shares authorized | 1,333,334 | |||||||||||||||||||||||||
Shares Grants Increase For Threshold | 266,667 | |||||||||||||||||||||||||
Stock Options and Warrants [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 59.00% | |||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 66.00% | |||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Weighted Average Remaining Life | 2 years | |||||||||||||||||||||||||
Issued - Average Exercise Price | $3.20 | |||||||||||||||||||||||||
Common stock, shares authorized | 4,000,000 | |||||||||||||||||||||||||
Minimum [Member] | Warrant [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Issued - Average Exercise Price | $0.75 | |||||||||||||||||||||||||
Minimum [Member] | Stock Options and Warrants [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Weighted Average Remaining Life | 5 years | 5 years | ||||||||||||||||||||||||
Issued - Average Exercise Price | $2.52 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.66% | 1.44% | ||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Weighted Average Remaining Life | 6 years 6 months | |||||||||||||||||||||||||
Issued - Average Exercise Price | $13.92 | |||||||||||||||||||||||||
Common stock, shares authorized | 10,666,667 | |||||||||||||||||||||||||
Maximum [Member] | Warrant [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Issued - Average Exercise Price | $24.38 | |||||||||||||||||||||||||
Maximum [Member] | Stock Options and Warrants [Member] | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Weighted Average Remaining Life | 10 years | 10 years | ||||||||||||||||||||||||
Issued - Average Exercise Price | $5.57 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.94% | 2.75% |
STOCKHOLDERS_DEFICIT_STOCK_OPT3
STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Summary of Transactions for Stock Options and Warrants) (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercised - Number of shares | -3,725 | -4,444 | ||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding Number of shares | 448,601 | 385,733 | ||
Issued - Number of shares | 7,245 | 75,683 | ||
Expired - Number of shares | -7,136 | -7,879 | ||
Exercised - Number of shares | -4,936 | |||
Outstanding Number of shares | 448,710 | 448,601 | ||
Outstanding - Average Exercise Price | $7.51 | $6.75 | ||
Issued - Average Exercise Price | $3.45 | $8.12 | ||
Expired - Average Exercise Price | $13.55 | $23.58 | ||
Exercised - Average Exercise Price | $1.76 | |||
Outstanding - Average Exercise Price | $7.47 | $7.51 | ||
Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding Number of shares | 500,722 | 461,920 | ||
Issued - Number of shares | 1,690 | 161,375 | ||
Expired - Number of shares | -1,167 | -81,851 | ||
Exercised - Number of shares | -40,722 | |||
Outstanding Number of shares | 501,245 | 500,722 | ||
Outstanding - Average Exercise Price | $7.95 | $10.50 | ||
Issued - Average Exercise Price | $9.75 | $3.81 | ||
Expired - Average Exercise Price | $15 | $13.54 | ||
Exercised - Average Exercise Price | $8.38 | |||
Outstanding - Average Exercise Price | $7.94 | $7.95 |
STOCKHOLDERS_DEFICIT_STOCK_OPT4
STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Summary of Status of Options and Warrants Outstanding) (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||
Dec. 31, 2009 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted Average Remaining Life | 2 years 6 months | |||
Stock Options One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $0.75 | |||
Shares | 7,333 | |||
Weighted Average Remaining Life | 6 years 3 months 7 days | |||
Stock Options Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $3.45 | |||
Shares | 7,245 | |||
Weighted Average Remaining Life | 10 years | |||
Stock Options Three [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $4.88 | |||
Shares | 134 | |||
Weighted Average Remaining Life | 7 years 11 months 12 days | |||
Stock Options Four [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $5.25 | |||
Shares | 2,031 | |||
Weighted Average Remaining Life | 7 years 5 months 8 days | |||
Stock Options Five [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $5.63 | |||
Shares | 192,000 | |||
Weighted Average Remaining Life | 7 years 11 months 16 days | |||
Stock Options Six [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $5.92 | |||
Shares | 23,206 | |||
Weighted Average Remaining Life | 7 years 11 months 19 days | |||
Stock Options Seven [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $6 | |||
Shares | 123,998 | |||
Weighted Average Remaining Life | 7 years 4 months 17 days | |||
Stock Options Eight [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $6.50 | |||
Shares | 3,845 | |||
Weighted Average Remaining Life | 9 years 9 months 4 days | |||
Stock Options Nine [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $6.60 | |||
Shares | 5,332 | |||
Weighted Average Remaining Life | 6 years 9 months 25 days | |||
Stock Options Ten [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $8.25 | |||
Shares | 3,636 | |||
Weighted Average Remaining Life | 9 years 6 months 4 days | |||
Stock Options Eleven [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $9.94 | |||
Shares | 3,019 | |||
Weighted Average Remaining Life | 8 years 3 months 14 days | |||
Stock Options Twelve [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $10.50 | |||
Shares | 3,238 | |||
Weighted Average Remaining Life | 8 years 3 months 14 days | |||
Stock Options Thirteen [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $11.25 | |||
Shares | 13,666 | |||
Weighted Average Remaining Life | 7 years 10 months 6 days | |||
Stock Options Fourteen [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $12.75 | |||
Shares | 3,401 | |||
Weighted Average Remaining Life | 9 years 11 days | |||
Stock Options Fifteen [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $13.88 | |||
Shares | 2,160 | |||
Weighted Average Remaining Life | 9 years 4 days | |||
Stock Options Sixteen [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $15 | |||
Shares | 3,334 | |||
Weighted Average Remaining Life | 8 years 11 months 19 days | |||
Stock Options Seventeen [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $17.25 | |||
Shares | 40,261 | |||
Weighted Average Remaining Life | 8 years 11 months 8 days | |||
Stock Options Eighteen [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $18.75 | |||
Shares | 3,334 | |||
Weighted Average Remaining Life | 8 years 10 months 24 days | |||
Stock Options Nineteen [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $20.25 | |||
Shares | 4,940 | |||
Weighted Average Remaining Life | 8 years 9 months 4 days | |||
Stock Options Twenty [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $21.75 | |||
Shares | 1,336 | |||
Weighted Average Remaining Life | 8 years 6 months 11 days | |||
Stock Options Twenty One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $23.85 | |||
Shares | 1,260 | |||
Weighted Average Remaining Life | 8 years 6 months 4 days | |||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $7.47 | $7.51 | $6.75 | |
Shares | 448,710 | 448,601 | 385,733 | |
Warrant One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $0.75 | |||
Shares | 400 | |||
Weighted Average Remaining Life | 8 months 8 days | |||
Warrant Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $6 | |||
Shares | 102,857 | |||
Weighted Average Remaining Life | 2 years 11 months 16 days | |||
Warrant Three [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $9 | |||
Shares | 2,666 | |||
Weighted Average Remaining Life | 2 years 9 months 25 days | |||
Warrant Four [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $9.75 | |||
Shares | 63,232 | |||
Weighted Average Remaining Life | 4 years 2 months 23 days | |||
Warrant Five [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $11.25 | |||
Shares | 204,201 | |||
Weighted Average Remaining Life | 2 years 9 months 7 days | |||
Warrant Six [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $12.38 | |||
Shares | 71,257 | |||
Weighted Average Remaining Life | 4 years 4 months 10 days | |||
Warrant Seven [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $12.38 | |||
Shares | 5,557 | |||
Weighted Average Remaining Life | 4 years 7 months 10 days | |||
Warrant Eight [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $13.50 | |||
Shares | 4,444 | |||
Weighted Average Remaining Life | 3 years 2 months 19 days | |||
Warrant Nine [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $14.85 | |||
Shares | 23,612 | |||
Weighted Average Remaining Life | 3 years 2 months 1 day | |||
Warrant Ten [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $20.25 | |||
Shares | 1,481 | |||
Weighted Average Remaining Life | 3 years 10 months 17 days | |||
Warrant Eleven [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $24.38 | |||
Shares | 21,538 | |||
Weighted Average Remaining Life | 3 years 10 months 6 days | |||
Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Prices | $7.94 | $7.95 | $10.50 | |
Shares | 501,245 | 500,722 | 461,920 |
STOCKHOLDERS_DEFICIT_STOCK_OPT5
STOCKHOLDERS' DEFICIT, STOCK OPTIONS AND WARRANTS (Schedule of Listing of Stock Options and Warrants) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $3.20 | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $13.92 | ||
Warrants 2010 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 400 | ||
Issued - Average Exercise Price | $0.75 | ||
Warrants 2011 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | |||
Issued - Average Exercise Price | |||
Warrants 2012 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 70,201 | ||
Issued - Average Exercise Price | $11.25 | ||
Warrants 2013 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 267,579 | ||
Warrants 2013 [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $6 | ||
Warrants 2013 [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $14.85 | ||
Warrants 2014 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 161,375 | ||
Warrants 2014 [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $9.75 | ||
Warrants 2014 [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $24.38 | ||
Warrants 2015 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 1,690 | ||
Issued - Average Exercise Price | $9.75 | ||
Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 501,245 | 500,722 | 461,920 |
Issued - Average Exercise Price | $9.75 | $3.81 | |
Warrant [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $0.75 | ||
Warrant [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $24.38 | ||
Stock Options 2011 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 11,666 | ||
Issued - Average Exercise Price | $0.75 | ||
Stock Options 2012 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 126,029 | ||
Stock Options 2012 [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $5.25 | ||
Stock Options 2012 [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $6 | ||
Stock Options 2013 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 238,088 | ||
Stock Options 2013 [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $4.88 | ||
Stock Options 2013 [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $23.85 | ||
Stock Options 2014 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 65,681 | ||
Stock Options 2014 [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $6.50 | ||
Stock Options 2014 [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $18.75 | ||
Stock Options 2015 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 7,245 | ||
Issued - Average Exercise Price | $3.45 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares | 448,710 | 448,601 | 385,733 |
Issued - Average Exercise Price | $3.45 | $8.12 | |
Stock Options [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $75 | ||
Stock Options [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Issued - Average Exercise Price | $23.85 |
SHORTTERM_NOTES_PAYABLE_Detail
SHORT-TERM NOTES PAYABLE (Details) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Jul. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2014 | Jul. 23, 2014 | Nov. 18, 2014 | Oct. 31, 2014 | Dec. 31, 2014 | Sep. 09, 2014 | |
Short-term Debt [Line Items] | |||||||||
Amortization Of Debt Discount (Premium) | $98,296 | ||||||||
Securities Purchase Agreement Terms | (i) the Qualified Public Offering closes within six (6) months of the first closing of the convertible notes offering (“Qualified Public Offering Deadline”) and (ii) 70% of the public offering price per share of the Common Stock in the Qualified Public Offering (the “QPO Discount Price”) is less than the Conversion Price floor contained in Section 7(e)(i) of the Certificate of Designation (the “Conversion Price Floor”), or (B) if a Qualified Public Offering has not been consummated by the Qualified Public Offering Deadline, upon the Preferred Stockholders' conversion of their shares of Preferred Stock to the extent that 70% of the volume weighted average price of the Common Stock on the principal Trading Market (as defined in the Certificate of Designation) of the Common Stock during the ten Trading Days (as defined in the Certificate of Designation) immediately preceding the Qualified Public Offering Deadline (the “Non-QPO Discount Price”) is less than the Conversion Price Floor. | ||||||||
Debt Instrument, Unamortized Discount | 95,801 | 194,097 | |||||||
SOK Note, 31 Group Note And Affiliate Notes [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Amortization Of Debt Discount (Premium) | 67,850 | 250,494 | |||||||
Debt Instrument, Interest Rate During Period | 12.00% | ||||||||
Debt Instrument, Unamortized Discount | 27,951 | 103,088 | |||||||
Debt Instrument, Convertible, Terms of Conversion Feature | (i) the product of (x) the arithmetic average of the lowest three volume weighted average prices of the Common Stock during the ten consecutive trading days ending and including the trading day immediately preceding the applicable conversion date and (y) 72.5% (or if an event of default has occurred and is continuing, 70%), and (ii) $11.25 (as adjusted for stock splits, stock dividends, recapitalizations or similar events). | ||||||||
Affiliates [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Securities Purchase Agreement Terms | (i) senior convertible notes, in an original aggregate principal amount of $1,069,222 (subsequently reduced to $951,086) (the “Affiliate Notes”), which Affiliate Notes shall be convertible into a certain amount of shares (the “Affiliate Conversion Shares”) of the Company's Common Stock in accordance with the terms of the Affiliate Notes, and (ii) warrants (the “Affiliate Warrants”) to initially acquire up to 48,879 additional shares of Common Stock (subsequently reduced to 42,271 shares) (the “Affiliate Warrant Shares,” and collectively with the Affiliate Notes, the Affiliate Warrants and the Affiliate Conversion Shares, the “Affiliate Securities”) for an aggregate purchase price of $875,000 (representing an approximately 8.7% original issue discount) (the “Affiliate Convertible Notes Offering”). | ||||||||
SOK Partners, LLC, [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Securities Purchase Agreement Terms | (i) a senior convertible note, in an original principal amount of $122,196 (the “SOK Note”), which SOK Note shall be convertible into a certain amount of shares (the “SOK Conversion Shares”) of Common Stock, in accordance with the terms of the SOK Note, and (ii) a warrant (the “SOK Warrant”) to initially acquire up to 5,431 additional shares of Common Stock (the “SOK Warrant Shares,” and collectively with the SOK Note, the SOK Warrant and the SOK Conversion Shares, the “SOK Securities”) for an aggregate purchase price of $100,000 (with the reduced principal amount as described below representing an approximately 8.7% original issue discount) (the “SOK Convertible Notes Offering”). | ||||||||
Notes Payable, Current | 108,696 | ||||||||
Class of Warrant or Right, Outstanding | 4,831 | ||||||||
Affiliate Investor Two [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Conversion, Original Debt, Amount | 280,615.81 | ||||||||
Affiliate Investor One [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Conversion, Original Debt, Amount | 80,000 | ||||||||
31 Group, LLC Member | |||||||||
Short-term Debt [Line Items] | |||||||||
Securities Purchase Agreement Terms | (i) a senior convertible note, in an original principal amount of $610,978 (subsequently reduced to $543,478) (the “31 Group Note”), which shall be convertible into a certain amount of shares of Common Stock, in accordance with the terms of the 31 Group Note, (ii) a warrant (the “31 Group Warrant”) to initially acquire up to 27,155 additional shares of Common Stock (subsequently reduced to 24,155 shares) (the “31 Group Conversion Shares,” and collectively with the 31 Group Note, the 31 Group Warrant and the 31 Conversion Shares, the “31 Group Securities”) for an aggregate purchase price of $500,000 (representing an approximately 8.7% original issue discount) (the “31 Group Convertible Notes Offering”). | ||||||||
Debt Conversion, Original Debt, Amount | 40,000 | ||||||||
Convertible Notes Payable [Member] | Affiliates [Member] | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Amount | 40,000 | ||||||||
Convertible Notes Payable [Member] | 31 Group, LLC Member | |||||||||
Short-term Debt [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Amount | $40,000 |
LOSS_PER_SHARE_Schedule_of_Sha
LOSS PER SHARE (Schedule of Shares Used in Basic and Diluted Loss Per Common Share Computations) (Details) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | |||
Numerator: | ||||
Net loss available in basic and diluted calculation | ($225,795) | ($1,616,993) | ||
Denominator: | ||||
Weighted average common shares outstanding-basic | 3,100,244 | 2,949,651 | ||
Effect of diluted stock options and warrants | [1] | [1] | ||
Weighted average common shares outstanding-basic | 3,100,244 | 2,949,651 | ||
Loss per common share-basic and diluted | ($0.07) | ($0.55) | ||
[1] | The number of shares underlying options and warrants outstanding as of March 31, 2015 and March 31, 2014 are 949,955 and 852,807 respectively. The effect of the shares that would be issued upon exercise of such options and warrants has been excluded from the calculation of diluted loss per share because those shares are anti-dilutive. |
LOSS_PER_SHARE_Narrative_Detai
LOSS PER SHARE (Narrative) (Details) (USD $) | Mar. 31, 2015 | Mar. 31, 2014 |
LOSS PER SHARE [Abstract] | ||
Options and Warrants Outstanding | $949,955 | $852,807 |
INCOME_TAXES_Narrative_Details
INCOME TAXES (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Tax Credit Carryforward [Line Items] | ||
Valuation Allowance Percentage | 100.00% | |
Operating Loss Carryforwards, Expiration Period | December 31,2022 | |
Domestic Tax Authority [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Operating Loss Carryforwards | 18.9 | |
Operating Loss Carryforwards, Valuation Allowance | 8.1 | |
Operating Loss Carryforwards, Expiration Period | beginning in 2022 | |
State and Local Jurisdiction [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Operating Loss Carryforwards | 12.6 | |
Operating Loss Carryforwards, Valuation Allowance | $1 | |
Operating Loss Carryforwards, Expiration Period | 2022 through 2034 |
INCOME_TAXES_Schedule_of_Compo
INCOME TAXES (Schedule of Components of Deferred Income Taxes) (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Deferred Tax Asset: | ||
Net Operating Loss | $7,919,000 | $7,919,000 |
Other | 1,150,000 | 1,150,000 |
Total Deferred Tax Asset | 9,069,000 | 9,069,000 |
Less Valuation Allowance | 9,069,000 | 9,069,000 |
Net Deferred Income Taxes |
RENT_OBLIGATION_Narrative_Deta
RENT OBLIGATION (Narrative) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
RENT OBLIGATION [Abstract] | ||
Operating Leases, Rent Expense | $18,433 | $17,609 |
Lease Expiration Date | 31-Jan-18 | |
Lease Period Extended | 5 years |
RENT_OBLIGATION_Schedule_of_Re
RENT OBLIGATION (Schedule of Rent Obligation) (Details) (USD $) | Mar. 31, 2015 |
RENT OBLIGATION [Abstract] | |
2015 | $27,750 |
2016 | 38,000 |
2017 | 39,000 |
2018 | 3,600 |
2019 |
LIABILITY_FOR_EQUITYLINKED_FIN2
LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2009 | Dec. 31, 2010 | Dec. 31, 2014 | Jan. 02, 2009 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Warrants Not Settleable In Cash, Fair Value Disclosure | $479,910 | ||||
Weighted Average Remaining Life | 2 years 6 months | ||||
Additional Paid in Capital | 486,564 | ||||
Retained Earnings (Accumulated Deficit) | 6,654 | ||||
Total Current Liabilities | $6,066,223 | $6,203,321 | $479,910 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 59.00% | 63.00% | |||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Exercise Price | $34.50 | ||||
Share Price | $26.25 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.37% | ||||
Minimum [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Weighted Average Remaining Life | 2 years | ||||
Reduction In Stock Price | $37.50 | ||||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Exercise Price | $0.75 | ||||
Share Price | $3.75 | ||||
Maximum [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Weighted Average Remaining Life | 6 years 6 months | ||||
Reduction In Stock Price | $16.50 | ||||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Exercise Price | $24.38 | ||||
Share Price | $37.50 |
LIABILITY_FOR_EQUITYLINKED_FIN3
LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Schedule of Inputs to Black-Scholes Model) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2009 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price | $26.25 | ||
Exercise price | $34.50 | ||
Expected life | 2 years 6 months | ||
Expected volatility | 59.00% | 63.00% | |
Assumed dividend rate | 0.00% | ||
Risk-free interest rate - Minimum | 0.13% | ||
Risk-free interest rate - Maximum | 2.97% | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price | 3.75 | ||
Exercise price | 0.75 | ||
Expected life | 2 years | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock price | 37.5 | ||
Exercise price | 24.38 | ||
Expected life | 6 years 6 months |
LIABILITY_FOR_EQUITYLINKED_FIN4
LIABILITY FOR EQUITY-LINKED FINANCIAL INSTRUMENTS (Schedule of Original Valuations, Annual Gain/(Loss) and End of Year Valuations) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2010 | Jun. 30, 2010 | Mar. 31, 2010 | Dec. 31, 2009 | Sep. 30, 2009 | Jun. 30, 2009 | Sep. 30, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | |
Class of Warrant or Right [Line Items] | |||||||||
Initial Value | $31,506 | $31,332 | $25,553 | $12,698 | $39,743 | $169,854 | $702,205 | $479,910 | |
Annual Gain (Loss) | 617 | -738 | 20,847 | -369,642 | -390,368 | ||||
Total | 790,596 | ||||||||
Value At 2009 [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Initial Value | 12,081 | 40,481 | 149,007 | 1,071,847 | 870,278 | ||||
Total | 1,071,847 | ||||||||
Value At 2010 [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Initial Value | 10,615 | 592 | 539 | 28 | 62 | 1,604 | 1,506 | ||
Total | 14,946 | ||||||||
Gain Loss 2010 [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Annual Gain (Loss) | 20,891 | 30,740 | 25,014 | 12,053 | 40,419 | 147,403 | 868,772 | ||
Total | 1,145,292 | ||||||||
Value At 2011 [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Initial Value | 54,775 | 6,714 | 6,109 | 752 | 1,624 | 6,293 | 89,796 | ||
Total | 166,063 | ||||||||
Gain Loss 2011 [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Annual Gain (Loss) | -44,160 | -6,122 | -5,570 | -724 | -1,562 | -4,689 | -88,290 | ||
Total | -151,117 | ||||||||
Value At 2012 [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Initial Value | 53,437 | 631 | 2,408 | 337 | 714 | 111,652 | |||
Total | 169,179 | ||||||||
Gain Loss 2012 [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Annual Gain (Loss) | 1,338 | 6,083 | 3,701 | 415 | 910 | 6,293 | -21,856 | ||
Total | -3,116 | ||||||||
Value At 2013 [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Initial Value | 11,599 | ||||||||
Total | 11,599 | ||||||||
Gain Loss 2013 [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Annual Gain (Loss) | 53,437 | 631 | 2,408 | 337 | 714 | 100,053 | |||
Total | 157,580 | ||||||||
Value at 2014 [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Initial Value | |||||||||
Gain Loss 2014 [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Annual Gain (Loss) | 11,599 | ||||||||
Total | $11,599 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||||||||||
Nov. 30, 2014 | Apr. 30, 2013 | Nov. 30, 2012 | Aug. 31, 2012 | Mar. 31, 2012 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 11, 2013 | Apr. 30, 2012 | Dec. 31, 2013 | 31-May-12 | Jan. 31, 2014 | Feb. 28, 2014 | Sep. 30, 2014 | Aug. 31, 2014 | Aug. 04, 2014 | Jul. 31, 2014 | Jun. 30, 2014 | Mar. 28, 2012 | Aug. 15, 2012 | Dec. 31, 2012 | Mar. 14, 2012 | Feb. 04, 2014 | |
Related party transaction [Line Items] | |||||||||||||||||||||||
Convertible note (as a percentage) | 20.00% | 20.00% | 20.00% | ||||||||||||||||||||
Principal amount | $156,243 | $600,000 | $240,000 | ||||||||||||||||||||
Effective interest rate (as a percent) | 24.00% | ||||||||||||||||||||||
Advance under note | 300,000 | ||||||||||||||||||||||
Cash advance net Of interest | 60,000 | ||||||||||||||||||||||
Conversion price (in dollars per share) | $7.50 | $0.01 | $4.88 | ||||||||||||||||||||
Conversion of units | 600,000 | ||||||||||||||||||||||
Other shares issued (in shares) | 20,623 | ||||||||||||||||||||||
Shares issued, three (in shares) | 20,833 | ||||||||||||||||||||||
Proceeds from related party debt | 155,000 | ||||||||||||||||||||||
Convertible note due date | 31-Aug-13 | ||||||||||||||||||||||
Description of transaction | (i) financing raising not less than $1 million, compensation of $75,000; (ii) a going private transaction, compensation of $200,000 or greater; and (iii) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $3,000,000. In May 2013 Dr. Herschkowitz received $75,000 after the Company surpassed raising $1 million. | ||||||||||||||||||||||
Shares issued | 13,700 | 13,889 | |||||||||||||||||||||
Compensation payment pursuant to merger | listing the Company's shares on NASDAQ pursuant to an underwritten offering of the Company's securities resulting in gross proceeds of between $5 million and $30 million, then the Company would have to be required to deliver to Dr. Herschkowitz the following compensation: (A) $75,000 upon consummating the shell merger, (B) $150,000 upon consummating the qualifying financing round; and (C) 3% of the gross proceeds of the NASDAQ underwriting, which payment shall under no circumstances be less than $200,000 or greater than $1,000,000. The Company was also required to reimburse Dr. Herschkowitz at his actual out-of-pocket cost for reasonable expenses incurred in connection with the shell transactions, with a maximum limit of $10,000 for such expenses. | ||||||||||||||||||||||
Value of new shares issued | 2,055,000 | 2,055,001 | |||||||||||||||||||||
Number of securities called by warrants or rights | 21,538 | 37,440 | 61,539 | 61,539 | 28,986 | 4,831 | |||||||||||||||||
Preferred stock [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Value of new shares issued | 206 | ||||||||||||||||||||||
Non-convertible grid note [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Effective interest rate (as a percent) | 10.00% | ||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Proceeds from offering of securities | 2,000,000 | ||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Proceeds from offering of securities | 4,000,000 | ||||||||||||||||||||||
First advance [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Advance under note | 300,000 | ||||||||||||||||||||||
Second advance [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Advance under note | 84,657 | ||||||||||||||||||||||
Samuel Herschkowitz [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Shares issued, two (in shares) | 353,334 | ||||||||||||||||||||||
Shares issued | 100,000 | ||||||||||||||||||||||
Accrued interest (as a percent) | 20.00% | ||||||||||||||||||||||
Periodic payment | 314,484 | ||||||||||||||||||||||
Number of shares converted | 299,509 | ||||||||||||||||||||||
Samuel Herschkowitz [Member] | Non-convertible grid note [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Gross proceeds received in advance (as a percent) | 10.00% | ||||||||||||||||||||||
Samuel Herschkowitz [Member] | Minimum [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Conversion price (in dollars per share) | $1.05 | ||||||||||||||||||||||
Interest rate on event of default (as a percent) | 20.00% | ||||||||||||||||||||||
Samuel Herschkowitz [Member] | Maximum [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Conversion price (in dollars per share) | $4.88 | ||||||||||||||||||||||
Interest rate on event of default (as a percent) | 24.00% | ||||||||||||||||||||||
Sok Partners [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Notes payable | 357,282 | ||||||||||||||||||||||
Advance under note | 300,000 | ||||||||||||||||||||||
Conversion of units (in shares) | 61,539 | 61,539 | |||||||||||||||||||||
Additional issue Of common stock (in shares) | 213,334 | ||||||||||||||||||||||
Shares issued | 176,667 | ||||||||||||||||||||||
Periodic payment | 680,444 | ||||||||||||||||||||||
Number of shares converted | 648,050 | ||||||||||||||||||||||
Sok Partners [Member] | Non-convertible grid note [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Notes payable | 305,589.04 | ||||||||||||||||||||||
Proceeds from notes payable | 300,000 | 20,000 | |||||||||||||||||||||
Maturity date | 28-Feb-14 | ||||||||||||||||||||||
Amount received in three tranches | 250,000 | ||||||||||||||||||||||
Increase in interest in case of default | 20.00% | ||||||||||||||||||||||
Dr. Samuel Herschkowitz and SOK Partners, LLC [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Shares issued | 176,667 | ||||||||||||||||||||||
Dr. Samuel Herschkowitz and SOK Partners, LLC [Member] | Minimum [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Equity bonus valued at common stock (in dollars per share) | $1.05 | ||||||||||||||||||||||
Dr. Samuel Herschkowitz and SOK Partners, LLC [Member] | Maximum [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Equity bonus valued at common stock (in dollars per share) | $4.88 | ||||||||||||||||||||||
CEO [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Number of securities called by warrants or rights | 52 | ||||||||||||||||||||||
CEO [Member] | Preferred stock [Member] | |||||||||||||||||||||||
Related party transaction [Line Items] | |||||||||||||||||||||||
Shares issued | 25,000 | ||||||||||||||||||||||
Value of new shares issued | $19,231 |
Retirement_Savings_Plan_Detail
Retirement Savings Plan (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Retirement Savings Plan [Abstract] | ||
Employer matching contribution (as a percent) | 100.00% | |
Maximum contributions per employee (as a percent) | 4.00% | |
Employer contribution | $98,062 | $67,323 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
Mar. 31, 2015 | Apr. 27, 2015 | Apr. 29, 2015 | |
item | |||
Commitments and Contingencies [Line Items] | |||
Settlement amount | $500,000 | ||
Litigation liability payable | 200,000 | ||
Settlement agreement term | Payment of the outstanding balance under the Settlement Agreement will be accelerated if the Company raises $2 million or more of gross dollars in a single funding round or raises aggregate funding of $4 million of gross dollars on or before April 10, 2015 | ||
Subsequent Event [Member] | |||
Commitments and Contingencies [Line Items] | |||
Settlement amount | $50,000 | ||
Interest percentage | 18.00% | ||
Settlement agreement term | that if Skyline obtains gross funding, as measured from all its funding and revenue beginning on April 1, 2015, in the amounts specified below, payment shall accelerate as follows: if Skyline obtains gross funding of at least $2,000,000 or more but less than $4,000,000, it shall immediately pay $250,000 to Ryan toward the current balance; if Skyline obtain gross funding of at least $4,000,000 or more, it shall immediately pay any portion of the current balance, third extension payment and interest not already paid. Additionally, incremental payments to be deducted from the current balance will be made in the following amounts: Skyline will pay $15,000 on or before May 29, 2015. | ||
Subsequent Event [Member] | Darryl C. Demaray, Brady P. Farrell, Christopher S. Howell and Ronald W. Walters v. Skyline Medical Inc [Member] | |||
Commitments and Contingencies [Line Items] | |||
Number of plaintiffs | 4 |
Supplemental_Cash_Flow_Data_De
Supplemental Cash Flow Data (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Supplemental Cash Flow Data [Abstract] | ||
Cash payments for interest | $9,661 | $18,138 |