Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 15, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Registrant Name | 'VACCINOGEN INC | ' |
Entity Central Index Key | '0001453001 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'VGEN | ' |
Entity Common Stock, Shares Outstanding | ' | 32,158,433 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Assets | ' | ' |
Cash and cash equivalents | $36,273 | $73,096 |
Restricted cash | 44,224 | 44,394 |
Inventory | 99,250 | 100,150 |
Prepaid expenses and other current assets | 243,215 | 115,522 |
Total Current Assets | 422,962 | 333,162 |
Property and equipment, net | 176,632 | 198,790 |
Intangible assets, net | 59,373,926 | 62,725,559 |
Total Assets | 59,973,520 | 63,257,511 |
Liabilities and Stockholders' Equity | ' | ' |
Financial instruments | 7,419,596 | 11,794,790 |
Notes payable | 4,274,117 | 4,831,217 |
Accounts payable | 3,505,299 | 3,357,287 |
Accrued compensation | 1,375,105 | 1,108,541 |
Accrued interest | 933,507 | 863,637 |
Accrued expenses and other liabilities | 781,789 | 639,448 |
Related party payable | 10,000 | 54,099 |
Total Current Liabilities | 18,299,413 | 22,649,019 |
Total Liabilities | 18,299,413 | 22,649,019 |
Commitments and Contigencies | ' | ' |
Stockholders' Equity | ' | ' |
Preferred stock, $0.0001 par value: 50,000,000 shares authorized; 0 shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 200,000,000 shares authorized; 32,106,373 and 31,568,629 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively. | 3,211 | 3,157 |
Additional paid-in capital | 147,784,620 | 143,920,855 |
Accumulated other comprehensive loss | -33,166 | -36,199 |
Accumulated deficit | -106,080,558 | -103,279,321 |
Total Stockholders' Equity | 41,674,107 | 40,608,492 |
Total Liabilities and Stockholders' Equity | $59,973,520 | $63,257,511 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 32,106,373 | 31,568,629 |
Common Stock, Shares, Outstanding | 32,106,373 | 31,568,629 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenues | $0 | $0 | $0 | $0 |
Operating Expenses: | ' | ' | ' | ' |
Research and Development | 2,102,699 | 2,116,484 | 4,122,828 | 4,189,668 |
General and administrative expenses | 986,842 | 1,042,931 | 1,694,768 | 7,972,691 |
Total Operating Expenses | 3,089,541 | 3,159,415 | 5,817,596 | 12,162,359 |
Loss From Operations | -3,089,541 | -3,159,415 | -5,817,596 | -12,162,359 |
Gain (Loss) on Financial Instruments | 2,841,816 | -809,301 | 4,744,639 | -1,223,196 |
Interest Expense and Other Expenses | -875,395 | -71,791 | -1,728,280 | -137,021 |
Net Loss | -1,123,120 | -4,040,507 | -2,801,237 | -13,522,576 |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net Loss available to common stockholders | -1,123,120 | -4,040,507 | -2,801,237 | -13,522,576 |
Less: Accretion of preferred stock | 0 | 0 | 0 | 0 |
Net loss available to common stockholders | ($1,123,120) | ($4,040,507) | ($2,801,237) | ($13,522,576) |
Net loss per Common Share | ' | ' | ' | ' |
Basic | ($0.04) | ($0.13) | ($0.09) | ($0.44) |
Diluted | ($0.12) | ($0.13) | ($0.24) | ($0.44) |
Weighted average shares outstanding | ' | ' | ' | ' |
Basic | 32,048,075 | 30,963,706 | 31,777,420 | 30,843,886 |
Diluted | 32,048,075 | 30,763,706 | 31,777,420 | 30,843,886 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Comprehensive Loss | ' | ' | ' | ' |
Net loss | ($1,123,120) | ($4,040,507) | ($2,801,237) | ($13,522,576) |
Foreign currency translation adjustments | 2,946 | -845 | 3,033 | 34,618 |
Total Comprehensive Loss | ($1,120,174) | ($4,041,352) | ($2,798,204) | ($13,487,958) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statement of Changes in Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning Balance at Dec. 31, 2013 | $40,608,492 | $3,157 | $143,920,855 | ($103,279,321) | ($36,199) |
Beginning Balance (in shares) at Dec. 31, 2013 | ' | 31,568,629 | ' | ' | ' |
Issuance of common stock for cash | 1,868,860 | 48 | 1,868,812 | 0 | 0 |
Issuance of common stock for cash (in shares) | ' | 476,996 | ' | ' | ' |
Conversion of 2012 Bridge Loan for common stock | 227,939 | 6 | 227,933 | 0 | 0 |
Conversion of 2012 Bridge Loan for common stock (in shares) | ' | 56,075 | ' | ' | ' |
Conversion of payable to common stock | 18,967 | 0 | 18,967 | 0 | 0 |
Conversion of payable to common stock (in shares) | ' | 4,673 | ' | ' | ' |
Contingent Warrants | 1,640,570 | 0 | 1,640,570 | 0 | 0 |
Stock-based compensation | 107,483 | 0 | 107,483 | 0 | 0 |
Other comprehensive income | 3,033 | 0 | 0 | 0 | 3,033 |
Net loss | -2,801,237 | 0 | 0 | -2,801,237 | 0 |
Ending Balance at Jun. 30, 2014 | $41,674,107 | $3,211 | $147,784,620 | ($106,080,558) | ($33,166) |
Ending Balance (in shares) at Jun. 30, 2014 | ' | 32,106,373 | ' | ' | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash Flows From Operating Activities | ' | ' |
Net loss | ($2,801,237) | ($13,522,576) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 22,940 | 13,865 |
Amortization of intangible assets | 3,351,633 | 3,351,632 |
(Gain) Loss on financial instruments | -4,744,639 | 1,223,196 |
Other Stock based expense | 0 | 5,954,545 |
Stock based compensation - employees | 33,669 | 6,748 |
Warrants issued for services | 73,814 | 0 |
Non-cash interest expense | 1,640,570 | 0 |
Changes in operating assets and liabilities, net: | ' | ' |
Accrued interest | 69,870 | -104,268 |
Changes in restricted cash | -133 | -314 |
Prepaid expenses and other assets | 5,687 | -132,009 |
Accounts payable and accrued expenses and other liabilities | 496,332 | 793,500 |
Net Cash Used In Operating Activities | -1,851,494 | -2,415,681 |
Cash Flows From Investing Activities | ' | ' |
Purchases of property and equipment | -1,500 | -722 |
Net Cash Used In Investing Activities | -1,500 | -722 |
Cash Flows From Financing Activities | ' | ' |
Repayments of Abell Loan | -557,101 | -222,448 |
Repayments of related party notes payable | -44,099 | 0 |
Proceeds from issuance of common stock and warrants | 2,405,000 | 2,632,836 |
Net Cash Provided by Financing Activities | 1,803,800 | 2,410,388 |
Impact of foreign currency translation on cash and cash equivalents | 12,371 | 41,356 |
Net (Decrease) Increase in Cash and Cash Equivalents | -36,823 | 35,341 |
Cash and Cash Equivalents, beginning of period | 73,096 | 113,840 |
Cash and Cash Equivalents, end of period | $36,273 | $149,181 |
Organization
Organization | 6 Months Ended | |
Jun. 30, 2014 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Nature of Operations [Text Block] | ' | |
1 | Organization | |
The Business | ||
Vaccinogen, Inc. (the “Company” or “Vaccinogen”), a biotechnology Company headquartered in Frederick, Maryland, was incorporated in the State of Delaware during 2007 for the purpose of developing therapies and vaccines to combat cancer by using the body’s own immune system. On November 23, 2010, the Company changed its domicile from Delaware to Maryland by means of a merger of the Company with and into its wholly owned subsidiary Vaccinogen I, Inc., a Maryland corporation. | ||
On October 10, 2007, the Company entered into a license agreement with Intracel Holdings Corporation (“Intracel”), a related party, for the exclusive and indefinite rights to use the OncoVAX® technology platform. OncoVAX® is an active specific immunotherapy (“ASI”) that uses the patient’s own cancer cells to create a vaccine that in turn is used to block the return of cancer following surgery. On October 23, 2007, Vaccinogen acquired out of bankruptcy, certain tangible assets that had been previously owned and used by Intracel’s wholly owned subsidiary in the Netherlands. These assets will be used to conduct research and development and in the commercialization of OncoVAX® to produce vaccines. In connection with the acquisition of these assets, the Company formed a wholly owned subsidiary, Vaccinogen BV, for the purposes of continuing development of OncoVAX®. In June 2010, the Company entered into an agreement with Intracel (the “Asset Transfer Agreement”) whereby the Company acquired title to the patents associated with the OncoVAX® (See Note 4). | ||
Going_Concern
Going Concern | 6 Months Ended | ||
Jun. 30, 2014 | |||
Going Concern [Abstract] | ' | ||
Going Concern [Text Block] | ' | ||
2 | Going Concern | ||
The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has recurring losses and as of June 30, 2014, the Company had an accumulated deficit of approximately $106.1 million and negative working capital of approximately $17.9 million. Since inception, the Company has financed its activities principally from the proceeds from the issuance of equity and debt securities and loans from officers. | |||
The Company’s ability to continue as a going concern is dependent upon the Company’s ability to raise additional debt and equity capital. There can be no assurance that such capital will be available in sufficient amounts or on terms acceptable to the Company. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability of the recorded assets or the classification of liabilities that may be necessary should the Company be unable to continue as a going concern. | |||
We do not have sufficient capital to fund our plan of operations over the next twelve months. In order to address our capital needs, including our planned Phase IIIb clinical trial, we are continuing our private offering of Units, and we are actively pursuing additional equity or debt financing, in the form of either a private placement or a public offering. We have been in ongoing discussions with strategic institutional investors and investment banks with respect to such possible offerings. In April 2014, we entered into a binding agreement with a group of investors for the purchase of up to $80 million of our Series Units and Common Stock as set forth on Form 8-K dated April 24, 2014 and filed with the Securities and Exchange Commission (“SEC”) on April 28, 2014. Such additional financing opportunities might not be available to us, when and if needed, on acceptable terms or at all. If we are unable to obtain additional financing in sufficient amounts or on acceptable terms under such circumstances, our operating results and prospects will be adversely affected. | |||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | |||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||
Significant Accounting Policies [Text Block] | ' | |||||||||||||||||||
3. Summary of Significant Accounting Policies | ||||||||||||||||||||
Basis of Presentation | ||||||||||||||||||||
The accompanying unaudited condensed consolidated financial statements as of June 30, 2014 and for the three and six months months ended June 30, 2014 and 2013, respectively include the accounts of Vaccinogen, Inc. and its wholly owned subsidiary and have been prepared in accordance with the rules and regulations of the SEC and, therefore, omit or condense certain disclosures and other information required under generally accepted accounting principles in the United States of America (“US GAAP”) for complete financial statements. These unaudited condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2013, filed with the SEC on March 28, 2014. | ||||||||||||||||||||
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all the adjustments and reclassifications necessary for a fair presentation for the periods presented in accordance with US GAAP. The results for the three and six months months ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year. | ||||||||||||||||||||
Principles of Consolidation | ||||||||||||||||||||
The unaudited condensed consolidated financial statements include accounts of Vaccinogen and its wholly owned subsidiary, Vaccinogen BV (a company incorporated in the Netherlands). All intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||||||||||
Use of Estimates | ||||||||||||||||||||
The preparation of unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in its financial statements. On an ongoing basis, the Company evaluates the estimates used in recording common stock warrant related liabilities, derivative financial instruments, stock based compensation, and where applicable, the fair value of assets. The Company may base such estimates on various assumptions which it believes to be reasonable under the circumstances. Actual results could differ from those estimates. | ||||||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||||||
The Company considers all highly liquid securities with a maturity of three months or less at acquisition to be cash equivalents. Cash and cash equivalents include demand deposits with financial institutions and at times the amounts may exceed federally insured deposit limits. The Company has not experienced any losses and does not believe it is exposed to any significant credit risk related to demand deposits. | ||||||||||||||||||||
Restricted Cash | ||||||||||||||||||||
Restricted cash represents monies pledged by the Company’s foreign subsidiary for a lease obligation related to the manufacturing facility and to the Dutch government as required for companies with irradiator equipment. | ||||||||||||||||||||
Concentrations of Credit Risk | ||||||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-credit-quality financial institutions in the United States and the Netherlands. | ||||||||||||||||||||
Cash and cash equivalents in the United States are maintained at financial institutions and, at times, balances may exceed federally insured limits. All non-interest bearing cash balances were fully insured to $250,000 per depositor at each financial institution, and noninterest bearing cash balances may again exceed federally insured limits. | ||||||||||||||||||||
Cash and cash equivalents in The Netherlands are maintained at a financial institution and, at times, balances may exceed insured limits. Insurance coverage is limited to 100.000€ for all company accounts at each financial institution. | ||||||||||||||||||||
Inventory | ||||||||||||||||||||
Inventory is reported at the lower of cost or market value. The Company analyzes its inventory and writes down inventory that has become obsolete, or has a cost basis in excess of its expected net realizable value and inventory quantities in excess of expected requirements. Inventory primarily consists of a product used in creating vaccines using the OncoVAX® technology platform to be utilized in the planned Phase IIIb clinical trial and for research and development activities. | ||||||||||||||||||||
Property and Equipment | ||||||||||||||||||||
Property and equipment are recorded at cost and are depreciated or amortized over their estimated useful lives using the straight-line method. Estimated useful lives are as follows: | ||||||||||||||||||||
Machinery and equipment | 3 – 5 years | |||||||||||||||||||
Automobile | 3 – 5 years | |||||||||||||||||||
Furniture and fixtures | 5 years | |||||||||||||||||||
Computers and software | 3 years | |||||||||||||||||||
Maintenance and repairs are charged to expense as incurred. Major betterments and improvements, which extend the useful life of the underlying assets, are capitalized and depreciated. | ||||||||||||||||||||
Intangible Assets | ||||||||||||||||||||
Intangible assets consist primarily of the cost of acquired patents associated with OncoVAX® to be used in research and development and the commercialization of cancer related vaccines. The Company has capitalized the cost of the acquired patents because the Company has identified alternative future research and development efforts for numerous forms of cancer which it intends to pursue and for which management believes will result in commercialization of related vaccines. Acquired patents are carried at cost less accumulated amortization. Amortization is calculated on a straight-line basis, over the estimated useful economic life of the patent, which is 12.3 years for OncoVAX®. | ||||||||||||||||||||
Impairment of Long-Lived Assets | ||||||||||||||||||||
Long-lived assets, including identifiable intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company has determined that no impairment has occurred as of June 30, 2014. | ||||||||||||||||||||
Foreign Currency Translation | ||||||||||||||||||||
The financial statements of foreign subsidiaries are maintained in their functional currency, which generally is the local currency. The assets and liabilities are translated to U.S. dollars using the exchange rate in effect at the balance sheet date. Revenues, expenses and cash flows of these operations are translated using average exchange rates during the reporting period which they occur. The resulting translation adjustments are reflected in other comprehensive loss. | ||||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||
To date, the Company has not earned any revenues as the use of OncoVAX® to create cancer related vaccines still requires additional clinical trials and has not received regulatory approval for commercialization and sale. | ||||||||||||||||||||
Research and Development Expense | ||||||||||||||||||||
Research and development costs are expensed as incurred. Research and development expenses primarily include the amortization of intangible assets, cost of conducting clinical trials, compensation and related overhead for employees, consultants, facilities costs and the cost of materials purchased for research and development. | ||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||
The Company measures the cost of employee services received in exchange for stock options or restricted stock awards based upon the fair value of the award on the date of the grant. The Company recognizes the estimated grant date fair value of the award as stock-based compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period. | ||||||||||||||||||||
The Company initially measures the cost of awards granted to non-employees based on the fair value of the award on the date of grant however such cost is re-measured at the end of each reporting period until performance is fully satisfied or services are rendered by the non-employee. | ||||||||||||||||||||
The fair value of stock options granted is calculated using the Black-Scholes option-pricing model, which requires the use of subjective assumptions including volatility, expected term, risk-free rate, and the fair value of the underlying common stock. The fair value of non-vested stock awards is determined based upon the estimated fair value of the Company's common stock. | ||||||||||||||||||||
Income Taxes | ||||||||||||||||||||
Deferred income tax assets and liabilities are determined based on differences between the financial statements and tax basis of assets and liabilities, as measured using the enacted tax rates, which are expected to be in effect when the differences reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A full valuation allowance was recorded against its deferred tax assets for the periods ended June 30, 2014 and December 31, 2013 respectively. | ||||||||||||||||||||
As required under ASC 740-270 Interim Financial Reporting, the Company has estimated its annual effective tax rate for the full fiscal year and applied that rate to the year to date pretax book income to determine its provision for income taxes for the interim period. The Company had no provision for income taxes for the three month period ended June 30, 2014 and for the six month period ended June 30, 2014. | ||||||||||||||||||||
The tax effects of uncertain tax positions are recognized in the financial statements only if the position is more likely than not to be sustained on audit, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that had greater than 50% likelihood of being realized. Management has not identified any uncertain tax positions with the exception of income tax return filing penalties and accordingly has established a liability of $100,000 and $130,000 under ASC 740-10 as of June 30, 2014 and December 31, 2013, respectively. It is the Company’s accounting policy to account for ASC 740-10 related penalties and interest by including those items in other liabilities/expenses and not in the income tax provision in the unaudited condensed consolidated statements of operations. The Company has identified its U.S. Federal income tax return, its state return in Maryland and Netherlands corporate income tax returns as its major tax jurisdictions. Tax returns for fiscal years 2007 and forward are still open for examination. | ||||||||||||||||||||
Financial Instruments | ||||||||||||||||||||
Warrants Accounted for as Liabilities | ||||||||||||||||||||
Abell Warrants | ||||||||||||||||||||
In October 2011, the Company entered into a borrowing arrangement with The Abell Foundation (“Abell”). In connection with that arrangement, the Company also issued warrants (the “Abell Warrants”) exercisable into common stock of the Company. In February 2012, the Company and Abell amended the agreement to provide for additional borrowings (the “Abell Loan”). In January 2013, the maturity of the Abell Loan was extended to March 31, 2013. In April 2013, the borrowing arrangement was further amended to extend the maturity date to May 31, 2013. On May 31, 2013, the borrowing arrangement was amended to extend the maturity date to July 31, 2013. During September 2013 the borrowing arrangement was amended effective July 31, 2013 to extend the maturity date to December 31, 2013. During January 2014 the borrowing arrangement was amended effective January 1, 2014 to extend the maturity date to January 31, 2014. During March 2014 the borrowing arrangement was amended effective February 1, 2014 to extend the maturity date to July 31, 2014. During July 2014 the maturity date was extended to August 16, 2014. The accounting treatment of these extensions are described within Note 8 to these unaudited condensed consolidated financial statements. In connection with the promissory note issued to The Abell Foundation, the Company granted The Abell Foundation a security interest in its patents related to OncoVAX®. | ||||||||||||||||||||
The number of shares issuable pursuant to the Abell Warrants was originally determined based upon a fixed amount of $500,000 divided by 85% of the per share price of stock sold in the next qualifying round of venture capital financing (defined as a round that raised at least $20 million). In connection with the February 2012 amendment to the borrowing arrangement, the fixed amount used to determine the ultimate number of shares into which the Abell Warrants are exercisable was increased to $800,000. In connection with the January 2013 amendment to the borrowing arrangement, the fixed amount used to determine the ultimate number of shares into which the Abell Warrants are exercisable was increased to $1.1 million and the total proceeds of the next qualifying round of venture capital financing was increased to $35 million. There were no amendments to the Abell Warrants in connection with the April 2013, May 2013 and July 2014 modifications to the Abell Loan. The Abell Warrants have a contractual term of 10 years and were fully vested upon issuance. | ||||||||||||||||||||
The Abell Warrants represent a fixed obligation that is to be settled through the issuance of a variable number of shares of the Company’s common stock. Consistent with the provisions of ASC Topic 480, Distinguishing Liabilities from Equity, the Company has concluded that the Abell Warrants should be accounted for as a liability. The Company is required to record the Abell Warrants at their estimated fair value at the end of each reporting period, with changes in the estimated fair value recorded in the unaudited condensed consolidated statements of operations as a component of Gain (Loss) on Financial Instruments. | ||||||||||||||||||||
As of June 30, 2014 and December 31, 2013, the estimated fair value of the Abell Warrants was $990,399 and $1,615,835, respectively. The Company recorded a gain of $385,667 and $625,436 for the three and six months ended June 30, 2014, respectively. As of June 30, 2013 and December 31, 2012, the estimated fair value of Abell Warrants was $1,092,022 and $831,806, respectively. The Company recorded a loss of $107,404 and a gain of $15,597 for the three and six months ended the June 30, 2013, reporting. | ||||||||||||||||||||
Included in the change in the carrying value of the liability at June 30, 2013 is $275,813 representing the grant date fair value of the amended number of shares issuable in connection with the Abell Warrants pursuant to the January 2013 amendments to the Abell Loan. This amount has been included in the determination of the loss resulting from the deemed extinguishment of the Abell Loan triggered by the January 2013 amendments. The loss from the deemed extinguishment of the Abell Loan has been included as a component of Gain (Loss) on Financial Instruments in the accompanying unaudited condensed consolidated statements of operations, for the six months ended June 30, 2013. | ||||||||||||||||||||
Effective July 31, 2013, the Company and Abell agreed to amend the Abell Note (the “July Amendment”). In connection with the July Amendment, the Company and Abell also amended the terms and conditions of the Warrant. In addition to the continuation of the “fixed for variable” feature, if the Company has not repaid the outstanding debt in full by specified dates between July 31, 2013 and December 31, 2013, the Company will be required to issue additional warrants for incremental shares (“Contingent Warrants”). More specifically, since the debt remained outstanding as of August 31, September 30, October 31, November 30 and December 31, the Warrant will be exercisable into the number of shares as described above plus an additional 20,000, 40,000, 60,000, 80,000 and 100,000 respectively. It is understood that the exercise price related to the Contingent Warrants will be the same as that for those warrants subject to the Fixed for Variable provisions – that is it will depend upon a value equal to 85% of the lowest price paid on a qualified future raise of equity capital. The outstanding debt was not repaid in full by December 31, 2013 and 300,000 warrants were issued to Abell. | ||||||||||||||||||||
Effective February 1, 2014 the Company and Abell agreed to amend the Abell Note. In connection with the issuance of the Seventh Amended and Restated Promissory Note, the Company entered into an Amendment No. 7 to the Note and Warrant Purchase Agreement, which increases the amount of shares issuable to The Abell Foundation under the Warrant to be issued by up to 360,000 Warrant Shares (“Contingent Warrants”), calculated as follows: (i) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on March 1, 2014, (ii) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on April 1, 2014, (iii) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on May 1, 2014, (iv) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on June 1, 2014; (v) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on July 1, 2014 and (vi) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on July 31, 2014. | ||||||||||||||||||||
The outstanding debt was not repaid in full by June 30, 2014 and 180,000 and 300,000 warrants were issued to Abell for the three and six months ended June 30, 2014, respectively. | ||||||||||||||||||||
The warrants were valued using the Black-Scholes method, and for the three and six months ended June 30, 2014 approximately $847,000 and $1.6 million, respectively, were included in Interest expense. | ||||||||||||||||||||
The Contingent Warrants provide for the issuance of a fixed number of shares that are known at inception. The Contingent Share warrants are not considered a derivative as they are considered indexed to the Company’s own stock as defined by ASC 815-40. | ||||||||||||||||||||
Abell Investment Option | ||||||||||||||||||||
On January 16, 2013, the Company entered into an investment agreement with Abell under which Abell was granted an option to acquire up to $5.0 million of common stock of the Company (the “Abell Option”). The number of shares to be issued will be based on the lowest price paid by any purchaser of shares in a subsequent round of equity financing meeting certain conditions defined in the agreement. The term of the agreement and Abell’s right to exercise is perpetual. | ||||||||||||||||||||
The Abell Option represents a fixed obligation that is to be settled through the issuance of a variable number of shares of the Company’s common stock. Consistent with the provisions of ASC Topic 480, the Company has concluded that the Abell Option should be accounted for as a liability and should be recorded as the conditions necessary to trigger the holders rights to exercise are considered by management to be probable of occurring as of June 30, 2014. The Company is required to record the Abell Option at its estimated fair value at the end of each reporting period. The Company recorded the grant date fair value as a component of general and administrative expenses. Changes in the estimated fair value of the Abell Option will be recorded in the unaudited condensed consolidated statements of operations as a component of Gain (Loss) on Financial Instruments. | ||||||||||||||||||||
As of June 30, 2014 and December 31, 2013 the estimated fair value of the Abell Option was $4,373,834 and $7,392,528, respectively. The Company recorded a gain of $1,700,936 and $3,018,694 for the three and six months ended June 30, 2014, respectively. | ||||||||||||||||||||
The Company recorded a loss of $579,548 and $579,548 for the three and six months ended June 30, 2013.The Company has classified The Carrying value of the Abell Option in Financial instruments in the accompanying condensed consolidated balance sheet The initial value assigned to the Abell Option of $5,954,545 was recorded as a component of General & Administrative expense in the accompanying unaudited condensed consolidated financial statements for the six months ended June 30, 2013. | ||||||||||||||||||||
Derivative Financial Instruments | ||||||||||||||||||||
The Company may enter into transactions that represent free-standing or embedded derivative financial instruments as those terms are defined in ASC Topic 815 Derivatives and Hedging (“Topic 815”). The Company records the estimated fair value of derivative financial instruments in its consolidated balance sheets and records changes in the estimated fair value of derivative financial instruments as income or expense in its unaudited condensed consolidated statements of operations. | ||||||||||||||||||||
Round C Warrants | ||||||||||||||||||||
From October 2012 through December 2013 and then again from January 2014 through June 30, 2014, the Company issued warrants to certain investors in the common stock of the Company (the “Round C Warrants”). Round C Warrants to acquire 339,966 shares of common stock were issued through December 2013 and Round C Warrants to acquire 156,910 shares of common stock were issued during the six months ended June 30, 2014. The Round C Warrants have an exercise price of $6.05, a contractual term of 5 years and were fully vested upon issuance. | ||||||||||||||||||||
The terms of the Round C Warrants provide for "down-round" anti-dilution adjustments in certain situations whereby the Company sells or issues (a) stock at a price per share less than the exercise price of the Round C Warrants or (b) equity linked financial instruments with an exercise price less than the exercise price of the Round C Warrants. Consistent with the provisions of ASC Topic 815-40, the Round C Warrants are classified as derivative financial instruments. The Company is required to record the estimated fair value of derivative financial instruments at the end of each reporting period, with changes in the estimated fair value of such derivatives recorded in the unaudited condensed consolidated statements of operations as a component of Gain (Loss) on Financial Instruments. | ||||||||||||||||||||
As of June 30, 2014 and December 31, 2013, the estimated fair value of the Round C Warrants was $1,335,363 and 1,796,427 respectively. The Company recorded a loss of $755,213 and again of $1,130,509 for the three and six months ended June 30, respectively. | ||||||||||||||||||||
The Company recorded a loss of $38,549 and a gain of $6,068 for the three and six months ended June 30, 2013. | ||||||||||||||||||||
2012 Bridge Loan | ||||||||||||||||||||
Between April 2012 and October 2012, the Company entered into transactions with various investors which resulted in the Company raising $1,019,000 from the issuance of unsecured notes payable (collectively the “Bridge Loan”). The Bridge Loan has no contractual maturity date, and is repayable only in the event that the Company closes on a future round of equity financing which results in gross proceeds of at least $20 million. If the Company fails to raise sufficient additional capital, there is no obligation to pay interest or repay any amount borrowed under the Bridge Loan. Should the Company be successful in raising sufficient equity capital, the Company must repay an amount to the investors equal to 2 times the amount originally raised. | ||||||||||||||||||||
The Company has classified the Bridge Loan as a derivative financial instrument, as it meets three qualifying criteria of ASC Topic 815 Derivatives and Hedging (“Topic 815”) including the contractual terms whereby the Company can be required to settle its obligation under the Bridge Loan by transferring cash to investors if and only when sufficient additional capital is raised. As of June 30, 2014, and December 31, 2013, the estimated fair value of the liability associated with the Bridge Loan was $720,000 and $990,000 respectively, which has been recorded and included in financial instruments in the accompanying condensed consolidated balance sheets. | ||||||||||||||||||||
The change in the carrying value of the Bridge Loan includes a reduction of $270,000 representing the carrying value of the liability, as referenced in Note 8, related to those investors on the date of conversion. In April 2013, the board of directors authorized the Company to offer the investors in the 2012 Bridge Loan, the option to convert the amount otherwise due and payable to them in the event of a successful qualified offering, or $2,038,000, into common stock of the Company, at a per share price equal to that provided in the Round C common stock offering, or $5.50 per share plus 30% warrant coverage. In order to accommodate all Bridge Loan holders, the total dollar value of common stock issuable in the Round C offering was increased from $11 million to $13 million. | ||||||||||||||||||||
During 2013, certain investors in the Bridge Loan elected to convert their rights to receive cash under the Bridge Loan into shares of common stock and common stock warrants. The accounts for these investors were increased to 2 times the amount originally invested creating a loss on financial instruments for the year ended December 31, 2013 of $93,800. As a result, the Company issued 170,540 shares of common stock to certain holders of the Bridge Loan that had elected to convert their rights into common stock of the Company and an additional 4,787 adjustment shares as discussed in Note 10 of these unaudited condensed consolidated financial statements. The Company also issued additional Round C Warrants exercisable into 51,159 shares of common stock of the Company, with an exercise price of $6.05 per share. | ||||||||||||||||||||
During the six months ended June 30, 2014, certain investors in the Bridge Loan elected to convert their rights to receive cash under the Bridge Loan into shares of common stock and common stock warrants. The accounts for these investors were increased to 2 times the amount originally invested creating a loss on financial instruments for the six months ended June 30, 2014 of $30,000. As a result, the Company issued 54,545 shares of common stock to certain holders of the Bridge Loan that had elected to convert their rights into common stock of the Company and an additional 1,530 adjustment shares as discussed in Note 10 of these unaudited condensed consolidated financial statements. The Company also issued additional Round C Warrants exercisable into 16,363 shares of common stock of the Company, with an exercise price of $6.05 per share. | ||||||||||||||||||||
As of June 30, 2014 and December 31, 2013 the estimated fair value of the 2012 Bridge Loan was $720,000 and $990,000, respectively. The Company recorded a loss of $0 and $30,000 for the three and six months ended June 30, 2014, respectively. | ||||||||||||||||||||
The Company recorded a loss of $83,800 and $389,500 for the three and six months ended June 30, 2013, respectively. | ||||||||||||||||||||
The changes in the estimated fair value have been classified in Gain (Loss) on Financial Instruments in the accompanying unaudited condensed consolidated statements of operations for the three and six months periods ended June 30, 2014 and 2013. | ||||||||||||||||||||
Net Loss Per Share | ||||||||||||||||||||
Basic loss per share is determined by dividing loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. The following common stock equivalents were excluded in the calculation of diluted loss per share because their effect would be anti-dilutive: | ||||||||||||||||||||
Six months ended June 30, | 2014 | 2013 | ||||||||||||||||||
Stock Option Pool | 77,000 | - | ||||||||||||||||||
Abell Investment Option | 934,579 | 1,136,364 | ||||||||||||||||||
Convertible debt | 106,838 | 91,324 | ||||||||||||||||||
Restricted stock awards | 134,278 | 119,734 | ||||||||||||||||||
Warrants | 3,820,769 | 2,917,210 | ||||||||||||||||||
Dilutive loss per share is determined by dividing loss attributable to common stockholders by the weighed-average number of common shares outstanding during the period, without consideration of common stock equivalent. The net loss attributable to common shareholders is adjusted for gains on financial instruments as it effect would be anti-dilutive. | ||||||||||||||||||||
Three months ended June 30, 2014 | Three months ended June 30, 2013 | |||||||||||||||||||
Weighted | Loss | Weighted | Loss | |||||||||||||||||
Average | Per | Average | Per | |||||||||||||||||
Net Loss | Shares | Share | Net Loss | Shares | Share | |||||||||||||||
Basic loss per share | $ | -1,123,120 | 32,048,075 | $ | -0.04 | $ | -4,040,507 | 30,963,706 | $ | -0.13 | ||||||||||
Gain on derivatives | -2,841,816 | |||||||||||||||||||
Dilutive loss per share | $ | -3,964,936 | 32,048,075 | $ | -0.12 | $ | -4,040,507 | 30,963,706 | $ | -0.13 | ||||||||||
Six months ended June 30, 2014 | Six months ended June 30, 2013 | |||||||||||||||||||
Weighted | Loss | Weighted | Loss | |||||||||||||||||
Average | Per | Average | Per | |||||||||||||||||
Net Loss | Shares | Share | Net Loss | Shares | Share | |||||||||||||||
Basic loss per share | $ | -2,801,237 | 31,777,420 | $ | -0.09 | $ | -13,522,576 | 30,843,886 | $ | -0.44 | ||||||||||
Gain on derivatives | -4,774,639 | |||||||||||||||||||
Dilutive loss per share | $ | -7,575,876 | 31,777,420 | $ | -0.24 | $ | -13,522,576 | 30,843,886 | $ | -0.44 | ||||||||||
Agreements_with_Intracel
Agreements with Intracel | 6 Months Ended |
Jun. 30, 2014 | |
Agreement [Abstract] | ' |
Agreement [Text Block] | ' |
4. Agreements with Intracel | |
License Agreement | |
On October 10, 2007, the Company entered into an agreement (the “License Agreement”) with Intracel Holdings Corporation (“Intracel”), for the exclusive and indefinite rights to license and use the OncoVAX® technology platform. OncoVAX® is an active specific immunotherapy (“ASI”) that uses the patient’s own cancer cells to block the return of cancer following surgery. In exchange for the rights to OncoVAX®, the Company (i) agreed to issue equity securities equal to 10% of the fully diluted capitalization of the Company, (ii) assumed liabilities of Intracel to Organon Teknika Corporation (“Organon”) totaling $4.0 million under an October 31, 2007 Letter Agreement between Intracel and Organon, (iii) agreed to pay $450,000 in cash for settling trade payable related to the OncoVAX intellectual property, and (iv) agreed to make royalty payments to Intracel based on future sales of OncoVAX®. The terms of the securities issued to Intracel provided Intracel with anti-dilution rights with respect to its 10% ownership interest (See Note 10). The License Agreement also contained a provision such that if the Company obtained specified levels of financing in a specified time period, that title to OncoVAX® would transfer to the Company without further consideration. If the Company did not reach the specified levels of financing in the specified period of time, Intracel could cancel the License Agreement and could re-purchase the rights to OncoVAX®. The Company did not obtain the necessary financing in the period specified. | |
In connection with the License Agreement, the Company issued 1,506,750 shares of common stock valued at approximately $984,000 and assumed liabilities with an estimated value of $4,450,000. The Company estimated the fair value of the liabilities assumed based upon their face amount as these liabilities were due currently and on demand. | |
Asset Transfer Agreement and Stock Exchange Agreement | |
As a result of the Company’s inability to raise the necessary capital under the License Agreement, the Company and Intracel negotiated amended terms to the License Agreement. On June 24, 2010, the Company and Intracel entered into the Asset Transfer Agreement pursuant to which the title to all of the intellectual property associated with OncoVAX® was transferred to the Company. Under the Asset Transfer Agreement, the Company also agreed to exchange the previously issued common stock and Series AA preferred stock representing a 10% interest in the Company for shares of its Series B preferred stock equal to a 20% interest in the Company on a fully diluted basis. | |
The terms and conditions of the Series B preferred stock provided Intracel with anti-dilution rights with respect to its 20% ownership interest (See Note 10). In addition, the Company agreed that Intracel’s ownership position (and corresponding anti-dilution rights) would increase to 50% upon failure of the Company to meet certain defined milestones, which included but were not limited to, the Company attaining specified levels of additional financing. | |
The Company accounted for the acquisition of the rights to the OncoVAX® technology platform under the License Agreement in 2007 and the Asset Transfer Agreement in 2010 as an asset acquisition in accordance with ASC Topic 805, Business Combinations. Furthermore, as described in Note 2 to these consolidated financial statements, and in accordance with ASC Topic 730, Research and Development, the Company has capitalized the cost of acquiring the rights to OncoVAX® technology platform as these rights represent intangible assets to be used in research and development activities and for which future alternative uses exist. | |
In June 2010, in connection with the Asset Transfer Agreement, the Company issued 3,452,766 shares of Series B preferred stock, with an estimated value of approximately $16.8 million. The Company estimated the fair value of the common stock issued pursuant to the License Agreement and the Series B Preferred Stock issued pursuant to the Asset Transfer Agreement by considering various commonly accepted valuation techniques, including the income and market approaches. | |
The Company ultimately relied on the income approach, specifically, the discounted cash flow method, to estimate the value of the Company’s equity. The Company further utilized commonly used option pricing techniques to estimate the fair value of the various equity classes. The use of the income approach, and specifically the discounted cash flow method, requires management to make significant assumptions about the future level and timing of revenues, direct and indirect costs associated with continued research and development, the conduct of clinical trials, and the production and commercialization of the intended cancer vaccines. The discounted cash flow method also requires the estimation of discount rates used to reflect the risk inherent in the projected cash flows, the terminal growth rate, among other factors. | |
The Company did not meet these milestones and consequently, in December 2010, was required to increase Intracel’s total ownership interest in the Company to 50% through the issuance of additional shares of Series B preferred stock. | |
In December 2010, the Company issued 10,973,612 additional shares of Series B preferred stock to Intracel when the Company failed to meet certain conditions of the Asset Transfer Agreement. The estimated value of those additional shares of approximately $63.1 million was accounted for as additional consideration and is included in the total cost of acquiring the OncoVAX® technology platform. | |
All shares of Series B preferred stock were converted to common stock in 2012 as discussed in Note 10 to these unaudited condensed consolidated financial statements. | |
As of June 30, 2014 Intracel directly owns approximately 42% of the Company on a fully diluted basis, and certain officers and directors of Vaccinogen are also stockholders of Intracel and collectively own approximately 19% of the Company on a fully diluted basis. Intracel also continues to hold certain royalty rights associated with future commercial sales of vaccines developed using OncoVAX®. | |
Property_and_Equipment
Property and Equipment | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property, Plant and Equipment, Net [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
5. Property and Equipment | ||||||||
Property and equipment consisted of the following: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Machinery and equipment | $ | 880,001 | $ | 903,964 | ||||
Furniture and fixtures | 23,485 | 35,690 | ||||||
Computers and software | 28,100 | 1,929 | ||||||
931,586 | 941,583 | |||||||
Less accumulated depreciation | -754,954 | -742,793 | ||||||
$ | 176,632 | $ | 198,790 | |||||
Depreciation expense was $13,436 and $22,940 for the three and six months ended June 30, 2014 respectively. Depreciation expense was $6,329 and $13,685 for the three and six months ended June 30, 2013, respectively. | ||||||||
Intangible_Assets
Intangible Assets | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||
Intangible Assets Disclosure [Text Block] | ' | ||||||||||
6. Intangible Assets | |||||||||||
Intangible assets consist of the capitalized costs associated with the acquisition of patents related to OncoVAX® (the “Intellectual Property”) and the costs associated with website development and domain names. | |||||||||||
As discussed in Note 4 to these unaudited condensed consolidated financial statements, the total purchase price for the Intellectual Property was ultimately determined based upon the estimated fair value of the Series B preferred stock representing a 50% stock ownership in the Company, the value of cash payments made of $450,000 and, obligations of Intracel assumed of $4 million. | |||||||||||
Intangible assets by major asset class were as follows at June 30, 2014: | |||||||||||
Gross Carrying | Accumulated | Net Carrying | |||||||||
Amount | Amortization | Amount | |||||||||
Intellectual Property | $ | 84,481,856 | $ | 25,141,701 | $ | 59,340,155 | |||||
Other Intangible Assets | 121,944 | 88,173 | 33,771 | ||||||||
$ | 84,603,800 | $ | 25,229,874 | $ | 59,373,926 | ||||||
Intangible assets by major asset class were as follows at December 31, 2013: | |||||||||||
Gross Carrying | Accumulated | Net Carrying | |||||||||
Amount | Amortization | Amount | |||||||||
Intellectual Property | $ | 84,481,856 | $ | 21,792,439 | $ | 62,689,417 | |||||
Other Intangible Assets | 121,944 | 85,802 | 36,142 | ||||||||
$ | 84,603,800 | $ | 21,878,241 | $ | 62,725,559 | ||||||
The amortization expense for intangible assets was approximately $1.7 million and $3.4 million for both the three and six months ended June 30, 2014 and 2013. The weighted average amortization period for intangible assets was 12.6 years. | |||||||||||
The estimated future amortization relating to all intangible assets that are recorded in the consolidated balance sheets as of June 30, 2014 is as follows: | |||||||||||
Years ending December 31, | |||||||||||
2014 | $ | 3,346,897 | |||||||||
2015 | 6,698,530 | ||||||||||
2016 | 6,698,530 | ||||||||||
2017 | 6,698,530 | ||||||||||
2018 | 6,698,530 | ||||||||||
Thereafter | 29,232,909 | ||||||||||
$ | 59,373,926 | ||||||||||
Notes_Payable
Notes Payable | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Notes Payable [Abstract] | ' | |||||||
Short-term Debt [Text Block] | ' | |||||||
7. Notes Payable | ||||||||
Notes payable are as follows: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Organon Obligation | $ | 3,500,000 | $ | 3,500,000 | ||||
Abell Loan | 774,117 | 1,331,217 | ||||||
$ | 4,274,117 | $ | 4,831,217 | |||||
Organon Obligation | ||||||||
Organon, currently owned by Merck & Co, Inc., manufactures a key component used with the OncoVAX® technology. In 2007, in conjunction with the Agreement with Intracel, the Company assumed $4.0 million of related liabilities from Intracel due to Organon (“Organon Obligation”). Of the $4.0million due to Organon, $500,000 was paid at the time of the Agreement. The remaining $3.5 million was due in installments with an additional $500,000 (plus accrued interest) payable the first year but no later than one year after the agreement date of October 31, 2007. Organon may elect to receive this first $500,000 installment in stock. Commencing one year after the earlier of the first marketing approval of OncoVAX® by the United States Food and Drug Administration or the European Medicines Agency or October 31, 2007, Vaccinogen would make an annual payment of $1.0 million to Organon until repayment of the entire liability amount. The obligation accrued interest based on a simple annual interest rate based on the US prime lending rate in effect on the anniversary date of the agreement, or October 31, 2008, which was 4.00%. Interest expense under this agreement was approximately $35,000 for both the three months ended June 30, 2014 and June 30, 2013 and $70,000 for both the six months ended June 30, 2014 and June 30, 2013. The accrued interest on this obligation is shown on the Balance Sheet as a component of Accrued Interest. This obligation was secured by the OncoVAX® Intellectual Property. While the Company has not paid the installment due one year after the Agreement, no event of default has been declared by Organon or its successors including Merck & Co, Inc. Due to the right to declare an event of default and to accelerate all amounts owed on this obligation, all amounts owed under the Agreement have been classified as current in the accompanying condensed consolidated balance sheets. If an event of default were declared, the Company would need to pay the principal payment of $500,000 plus accrued interest, which as June 30, 2014 was approximately $133,000 within 45 days in order to cure such default. | ||||||||
Abell Loan | ||||||||
On October 26, 2011, the Company obtained a $1.5 million working capital loan from The Abell Foundation Inc. (“Abell”). The Abell Loan was originally due on April 26, 2012, with 8% simple interest accruing and payable on the maturity date. On February 16, 2012, the Company received an additional $300,000, thereby increasing the amount outstanding to $1.8 million. In January 2013, the maturity of the Abell Loan was extended to March 31, 2013. In April 2013, the borrowing arrangement was further amended to extend the maturity date to May 31, 2013. On May 31, 2013, the borrowing arrangement was amended to extend the maturity date to July 31, 2013, at which time all principal plus accrued interest was due in full. During September 2013 the borrowing arrangement was amended effective July 31, 2013 to extend the maturity date to December 31, 2013. In connection with this promissory note issued to The Abell Foundation, the Company granted The Abell Foundation a security interest in our patents related to OncoVAX®. | ||||||||
The 2012 amendment to the Abell Loan was accounted for as a modification, the January 2013 amendment was accounted for as an extinguishment, and the April 2013, May 2013 and July 2013 amendments were accounted for as modifications, as those terms are defined under ASC Topic 470-50. | ||||||||
Debt, Modifications and Extinguishments. | ||||||||
No costs or expenses were incurred by the Company in connection with the April 2013 or May 2013 extensions. The July 2013 amendment required the issuance of a fixed number of shares at various points in time known as Contingent Share Warrants. The Contingent Share Warrants are not considered a derivative instrument as they are considered indexed to the Company’s own stock as defined by ASC 815-40. As a result, the value assigned to the Contingent Share Warrants has been classified within stockholders’ equity. The outstanding debt was not repaid in full December 31, 2013 and 300,000 warrants were issued to Abell. The warrants were valued using the Black-Scholes method, and for the year ending December 31, 2013 approximately $1.7 million was included in interest expense. | ||||||||
Effective January 1, 2014 the maturity date was extended to January 31, 2014. No costs or expenses were incurred by the Company in connection with the January amendment. | ||||||||
On February 26, 2014, the Company issued a Seventh Amended and Restated Promissory Note to The Abell Foundation, Inc. dated February 1, 2014 in the aggregate principal amount of $1,038,957. The amended and restated note extends the maturity date until July 31, 2014. During August 2014 the maturity date was extended until August 22, 2014. In addition, the amended and restated note provides that the note will be paid concurrently with the closing of each issuance or sale of additional shares of capital stock, or securities directly or indirectly convertible or exchangeable for capital stock (each an “Equity Issuance”) occurring after February 1, 2014 in an amount equal to (a) twenty-five percent (25%) of the next $5,693,135 of gross proceeds of such Equity Issuance(s), and (b) one hundred percent (100%) of the net proceeds of all Equity Issuance(s) thereafter. | ||||||||
In connection with the issuance of the Seventh Amended and Restated Promissory Note, the Company entered into an Amendment No. 7 to the Note and Warrant Purchase Agreement (the “Amended Purchase Agreement”), which Amended Purchase Agreement increases the amount of shares issuable to The Abell Foundation under the Warrant to be issued to Abell by up to 360,000 Warrant Shares (the “Additional Warrant Shares”), calculated as follows: (i) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on March 1, 2014, (ii) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on April 1, 2014, (iii) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on May 1, 2014, (iv) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on June 1, 2014; (v) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on July 1, 2014 and (vi) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on July 31, 2014. The Note was not repaid by June 30, 2014 and 300,000 warrants were issued. The Note maturity date has been extended until August 22, 2014 without further consideration. | ||||||||
Payments of amounts due are required prior to the maturity date based on a percentage of proceeds received from the Company’s subsequent equity financing transactions, as outlined in the agreement. The Abell Loans are secured by all accounts, chattel paper, deposit accounts, equipment, general intangibles, instruments, inventory, investment property and letter of credit rights. | ||||||||
Under the terms of the loan, in the event of default, the interest rate increases to 10% per annum. The Company recorded interest expense related to the Abell Loan of approximately $16,500 and $38,000 for the three and six months ended June 30, 2014, respectively. The Company recorded interest expense related to the Abell Loan of approximately $36,000 and $72,039 for the three and six months ended June 30, 2013. As described in Note 3 to these unaudited condensed consolidated financial statements, in connection with the Abell Loan and the various amendments, the Company issued the Abell Warrants which are exercisable into common stock of the Company. The number of shares into which the Abell Warrants are exercisable was revised with each amendment to the Abell Loan and is ultimately equal $1.1 million divided by 85% of the purchase price per share of stock sold in the Company’s next venture capital financing resulting in proceeds of not less than $35.0 million. | ||||||||
The fair value of the Abell Warrants issued in connection with the Abell Loan in 2011 and subsequent amendment in February 2012 were recorded upon issuance as a debt discount based upon the estimated fair value and were amortized as additional interest expense through the original maturity date. | ||||||||
The fair value of the Abell Warrants issued in connection with the January 2013 amendment to the Abell Loan of $275,813 were included in the determination of the loss associated with the deemed extinguishment of the Abell Loan at that time. That loss was been classified within Loss on Financial instruments in the unaudited condensed consolidated statements of operations for the six months ended June 30, 2013. | ||||||||
The fair value of the warrants issued under the February 2014 Amendment No. 7 to the Note and Warrant Purchase Agreement was charged to interest expense was approximately $0.8 million and $1.6 million for the three and six months ended June 30, 2014, respectively. | ||||||||
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Disclosures [Text Block] | ' | ||||||||||||||||
8. Fair Value Measurements | |||||||||||||||||
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction occurring in the most advantageous market. The Company determines fair value based on a hierarchy that priorities valuation techniques used to measure fair value based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources. Unobservable inputs reflect assumptions based on the best information available. | |||||||||||||||||
The three levels of the fair value hierarchy are: | |||||||||||||||||
Level 1 — Inputs are quoted prices for identical assets or liabilities in an active market | |||||||||||||||||
Level 2 — Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (interest rates and yield curves), and inputs that are derived principally from or corroborated by observable market data correlation or other means | |||||||||||||||||
Level 3 — Inputs that are unobservable and significant to the fair value measurement | |||||||||||||||||
The Company is required to record or disclose the fair value of certain assets and liabilities. The fair value guidance described above is used in measuring and recording the fair value of the liability associated with the Abell Warrants, and the fair value of the financial derivatives including the Round C Warrants and the Bridge Financing. This fair value guidance also applies to the disclosure of the fair value of financial instruments not otherwise recorded in the Company’s condensed consolidated balance sheets at fair value. | |||||||||||||||||
The Company’s financial instruments measured on a recurring basis using fair value estimates are as follows: | |||||||||||||||||
June 30, 2014 | |||||||||||||||||
Description | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Abell Warrants | $ | 990,399 | $ | - | $ | - | $ | 990,399 | |||||||||
Round C Warrants | 1,335,363 | - | - | 1,335,363 | |||||||||||||
Bridge Loan | 720,000 | - | - | 720,000 | |||||||||||||
Abell Investment Option | 4,373,834 | - | - | 4,373,834 | |||||||||||||
$ | 7,419,596 | $ | - | $ | - | $ | 7,419,596 | ||||||||||
December 31, 2013 | |||||||||||||||||
Description | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Abell Warrants | $ | 1,615,835 | $ | - | $ | - | $ | 1,615,835 | |||||||||
Round C Warrants | 1,796,427 | - | - | 1,796,427 | |||||||||||||
Bridge Loan | 990,000 | - | - | 990,000 | |||||||||||||
Abell Investment Option | 7,392,528 | - | - | 7,392,528 | |||||||||||||
$ | 11,794,790 | $ | - | $ | - | $ | 11,794,790 | ||||||||||
The following is a reconciliation of the fair value measurements from December 31, 2013 to June 30, 2014. | |||||||||||||||||
Abell | Round C | Bridge | Abell | ||||||||||||||
Warrants | Warrants | Loan | Option | ||||||||||||||
Balance, December 31, 2013 | $ | 1,615,835 | $ | 1,796,427 | $ | 990,000 | $ | 7,392,528 | |||||||||
Issuance of securities | 37,529 | 669,445 | -300,000 | - | |||||||||||||
Fair value change included in earnings | -662,965 | -1,130,509 | 30,000 | -3,018,694 | |||||||||||||
Balance, June 30, 2014 | $ | 990,399 | $ | 1,335,363 | $ | 720,000 | $ | 4,373,834 | |||||||||
The following is a reconciliation of the fair value measurements from January 1, 2013 to December 31, 2013. | |||||||||||||||||
Abell | Round C Warrants | Bridge | Abell | ||||||||||||||
Warrants | Loan | Option | |||||||||||||||
Balance, January 1, 2013 | $ | 831,806 | $ | 230,349 | $ | 1,528,500 | $ | - | |||||||||
Issuance of securities | 275,813 | 1,112,990 | -938,000 | 5,954,545 | |||||||||||||
Fair value change included in earnings | 508,216 | 453,088 | 399,500 | 1,437,983 | |||||||||||||
Balance, December 31, 2013 | $ | 1,615,835 | $ | 1,796,427 | $ | 990,000 | $ | 7,392,528 | |||||||||
Quantitative Information | |||||||||||||||||
Quantitative information as of June 30, 2014 with respect to financial instruments measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) are as follows: | |||||||||||||||||
Level 3 - Significant Unobservable Inputs | |||||||||||||||||
Principal Valuation | Unobservable | Range | |||||||||||||||
Description | Fair Value | Techniques | Inputs | (Weighted Average) | |||||||||||||
Abell Warrants | $ | 990,399 | Black -Scholes | Strike price | N/A | ||||||||||||
Equity volatility | |||||||||||||||||
Round C Warrants | $ | 1,335,363 | Black -Scholes | Strike price | N/A | ||||||||||||
Equity volatility | |||||||||||||||||
Bridge Loan | $ | 720,000 | Present Value | Timing and amount of future cash flows | N/A | ||||||||||||
Abell Investment Option | $ | 4,373,834 | Black -Scholes | Strike price | N/A | ||||||||||||
Equity volatility | |||||||||||||||||
For the three and six months ended June 30, 2014 and 2013, there were no transfers in or out of Level 3. | |||||||||||||||||
Abell Warrants and Round C Warrants | |||||||||||||||||
The fair value of the Abell Warrants and the Round C Warrants are estimated at the end of each reporting period using an option pricing model. More specifically, the Black-Scholes option pricing model was utilized in the valuation of both the Abell Warrants and the Round C Warrants. The following assumptions were used: | |||||||||||||||||
Abell Warrants | Round C Warrants | ||||||||||||||||
Six months ended June 30, | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Volatility | 85 | % | 80 | % | 85 | % | 80 | % | |||||||||
Exercise price | $ | 4.55 | $ | 4.68 | $ | 5.88 | $ | 6.05 | |||||||||
Stock price at June 30 | $ | 4.68 | $ | 5.75 | $ | 4.68 | $ | 5.75 | |||||||||
Risk free interest rate | 2.53 | % | 2.24 – 2.45 | % | 0.97% - 1.62 | % | 1.16 – 1.41 | % | |||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Expected life | 10 | 10 | 3.3 -5.0 | 4.3 – 5.0 | |||||||||||||
As described in Note 3 to the unaudited condensed consolidated financial statements, the exercise price of the Abell Warrants is ultimately dependent upon the per share price and size of future rounds of equity financing. The Black-Scholes option pricing model was used to value the Abell Warrants as management believes that it can reasonably estimate the terms and conditions of future equity offerings that would impact the valuation of the Abell Warrants. Management’s ability to estimate these terms is based in part upon the terms and conditions of binding agreements to raise future equity capital in place at the time of each valuation. | |||||||||||||||||
As described in Note 3 to the unaudited condensed consolidated financial statements, the Round C Warrants include a form of anti-dilution protection that may result in future adjustments to the terms of the warrants. | |||||||||||||||||
The fair value calculations include the use of both observable and estimated inputs. There remains an inherent subjectivity in the development of the strike price used for both the Abell and Round C warrants. Therefore, the Company considers the derived fair value to have been determined using Level 3 inputs. | |||||||||||||||||
Significant changes to the assumptions used in the Company’s model would result in changes in the fair value of the Abell Warrants and the Round C Warrants. | |||||||||||||||||
Abell Option | |||||||||||||||||
As described in Note 3 to these unaudited condensed consolidated financial statements, the number of shares issuable under the Abell Option is dependent upon the lowest price paid for shares in a future qualified round of equity financing. Management has valued the Abell Option based upon an estimate of the fair value of the Company’s underlying stock because management believes it can reasonably estimate the occurrence and the terms of the future equity offering necessary to trigger Abell’s right to exercise the option and establish an exercise price, and because the right to exercise the option has no expiration. Given the perpetual exercise right, the Company believes it is reasonable to consider the shares issuable under the Abell Option as common stock equivalents. | |||||||||||||||||
As of January 16, 2013, the date of issuance for the Abell Option, the Company reasonably expected the undiscounted common stock price issuable to be $5.50 per share, discounted to $4.40 per share. Therefore, the $5 million investment divided by the discounted share price of $4.40 yielded an option for 1,136,364 shares. At June 30, 2014 and December 31, 2013, the estimated number of shares is 934,580 in recognition of the expected Venture Capital Financing price per share of $5.35, the effective price of the Round C issuances. | |||||||||||||||||
Since the Abell Option is perpetual, each option share has a value of the underlying common stock share or $4.68 and $7.91 per share as of June 30, 2014 and December 31, 2013 respectively. The Abell Option value will be adjusted at the end of each reporting period, based on the valuation of the underlying common stock. The change in value of the Abell Option will be recorded on the financial statements as a Loss on Financial Instruments. | |||||||||||||||||
The fair value calculations include the use of both observable and estimated inputs. There remains an inherent subjectivity in the development of the strike price used for the Abell Option. Therefore the Company considers the derived fair value to have been determined using Level 3 inputs. | |||||||||||||||||
Significant changes to the assumptions used in the Company’s model would result in changes in the fair value of the Abell Option. | |||||||||||||||||
Bridge Loan | |||||||||||||||||
The estimated fair value of the Bridge Loan was determined based upon the present value of probability weighted cash flows, using assumptions about the timing and amount of future cash flows and discount rates that management considers to be appropriate in the circumstances. | |||||||||||||||||
Because of the inherent subjectivity in management’s assumptions, the Company considers the derived fair value to have been determined using Level 3 inputs. | |||||||||||||||||
Significant changes to the assumptions used in the Company’s model would result in changes in the fair value of Bridge Loan. | |||||||||||||||||
Disclosure of the Fair Value of Financial Instruments | |||||||||||||||||
Cash and cash equivalents and accounts payable, are carried at amounts that approximate their fair values due to the short term nature of these financial instruments. The fair value of the Abell Loan approximates its carrying value due to the short term nature of the Abell Loan’s maturity. The fair value of the Organon Obligation approximates its carrying value as the note is due on demand. | |||||||||||||||||
Redeemable_Preferred_Stock_and
Redeemable Preferred Stock and Stockholders' Equity | 6 Months Ended |
Jun. 30, 2014 | |
Redeemable Preferred Stock and Stockholders' Equity [Abstract] | ' |
Redeemable Preferred Stock and Stockholder Equity [Text Block] | ' |
9. Redeemable Preferred Stock and Stockholders’ Equity | |
As of January 1, 2011, the aggregate number of shares which the Company was authorized to issue was 75,000,000 shares of common stock with par value of $.0001 per share and 50,000,000 shares of preferred stock. The Company designated 15,000,000 shares of preferred stock as Series AA Convertible Redeemable Preferred Stock with a par value of $.0001 per share (“Series AA”) and 35,000,000 shares of preferred stock as Series B Convertible Redeemable Preferred Stock with a par value of $.0001 per share (“Series B”). | |
In August 2012, the Company amended and restated its Certificate of Incorporation to increase the number of shares authorized for issuance to 200,000,000 shares of common stock with a par value $.0001 and 50,000,000 shares of preferred stock with a par value of $.0001 per share. | |
Common Stock | |
On August 1, 2012, the Company issued 1,507,666 shares of common stock to the holders of the Series AA preferred stock in consideration for the conversion of all outstanding shares of Series AA preferred stock. | |
On August 1, 2012, the Company issued 16,656,082 shares of common stock to the former holders of our Series B Preferred Stock in consideration for the conversion of all outstanding shares of Series B preferred stock. | |
During 2012, the Company issued 236,364 shares of common stock to Kodiak in exchange for their commitment to enter into the equity financing agreements. The Company estimated the fair value of the common stock issued to be approximately $1.3 million and has recorded that value as a deferred cost. These costs were to be offset against the anticipated proceeds of the equity financing agreements with Kodiak. The carrying value associated with these shares of common stock had been included in long-term prepaid expenses in the accompanying consolidated balance sheet as of December 31, 2012. The amount was written off as a General & Administrative expense on the accompanying unaudited condensed consolidated financial statements for the year ended December 31, 2013 as is the agreement was expiring January 18, 2014 and it was determined that financing would not be probable prior to expiration. | |
Round C Common Stock | |
The subscription agreement for the Company’s most recent financing, beginning October 2012, through the issuance of common stock (“Round C”) provides a form of anti-dilution protection to subscribers. Pursuant to the subscription agreement, if the market price of the Company’s common stock on the effective date of the Company’s first S-1 registration statement filed with the SEC (the “Effectiveness Date Market Price”) is less than $5.50 per share, then the Company will issue to each subscriber additional shares of common stock. The number of shares issued would equal the difference between a) the number of shares that would have been issued if the price per unit was equal to the greater of the Effectiveness Date Market Price or $5.00 and b) the number of shares originally issued to the subscriber. The anti-dilution rights are determined to be clearly and closely related to the Round C common stock as that term is defined in Topic 815 and as a result these rights are not required to be accounted for as a free standing derivative financial instrument. | |
During 2012, the Company raised additional capital of $920,002 through the issuance of 167,273 shares of common stock (Round C) and common stock warrants (Round C Warrants) to purchase 50,181 shares of common stock. $725,757 was allocated to the common stock and $194,245 was allocated to the common stock warrants. The common stock warrants were determined to be a derivative financial instrument. In addition, the Company satisfied a payable to a board member of the Company in the amount of $169,729 by issuing 30,860 shares of common stock and common stock warrants (Round C Warrants) exercisable into 9,258 shares of common stock. $133,624 was allocated to the common stock and $36,105 was allocated to the common stock warrants. The common stock warrants were determined to be a derivative financial instrument. The terms and conditions of the Round C Warrants are described in Note 3 to the unaudited condensed consolidated financial statements. | |
The Company filed a Form S-1 Registration Statement with the SEC, which became effective on October 31, 2013. The Effectiveness Date Market Price of Vaccinogen stock as of that date was $5.35. Pursuant to the protection provided to subscribers prior to October 31, 2013, 27,213 adjustment shares were issued. All subscriptions subsequent to the October 31, 2013 effective date through December 31, 2013 have been issued adjustment shares, totaling 31,811 and 14,691 adjustment shares issued for the six months ended June 30, 2014. All of the adjustment shares are included in the calculation of total shares issued or outstanding for the periods ended June 30, 2014 and December 31, 2013. | |
During 2013, the Company raised additional capital of $4,205,105 through the issuance of 764,578 shares of common stock (Round C), 21,465 adjustment shares and common stock warrants (Round C Warrants) to purchase 229,368 shares of common stock. $3,253,316 was allocated to the common stock;, $926,581 was allocated to the common stock warrants; $14,542 represents placement agent commissions paid and $10,746 was allocated to placement agent warrants. The Round C common stock warrants were determined to be a derivative financial instrument. | |
During 2013, several investors in the Bridge Loan opted to convert their loan to equity in the amount of $937,970 and the Company issued 170,540 shares of common stock (Round C), 4.787 adjustment shares and common stock warrants (Round C Warrants) exercisable into 51,159 shares of common stock. $751,561 was allocated to the common stock and $186,409 was allocated to the common stock warrants. The common stock warrants were determined to be a derivative financial instrument. The terms and conditions of the Round C Warrants are described in Note 3 to the unaudited condensed consolidated financial statements. | |
The Company has increased the size of the Round C Private Placement Offering to $30,800,000 (5,600,000 Units) and extended the Final Closing Date to December 31, 2014. | |
Series AA Preferred Stock | |
In 2010, the Company created a class of preferred stock known as Series AA preferred stock and authorized 15,000,000 shares for issuance as Series AA preferred stock. All shares of Series AA were issued with an original purchase price of $9.0797 per share (“Series AA Original Issuance Price”). From January 13, 2011 to October 24, 2011, the Company issued 123,015 shares of Series AA Preferred Stock to 15 third party investors in a private offering at a price of $9.0797 per share resulting in net proceeds of approximately $1.1 million after approximately $14,000 in related stock issuance costs. As noted above, all shares of Series AA were converted into common stock of the Company in 2012. | |
Series B Preferred Stock | |
In 2010, the Company created a class of preferred stock known as Series B preferred stock and authorized 35,000,000 shares for issuance as Series B Preferred Stock. All shares of Series B were issued pursuant to a Stock Exchange Agreement entered into concurrently with the June 2010 Asset Transfer Agreement with Intracel. As noted above, all shares of Series B were converted into common stock in 2012. | |
StockBased_Compensation
Stock-Based Compensation | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | |||||||||||||
10. Stock-Based Compensation | ||||||||||||||
Restricted Stock | ||||||||||||||
As of June 30, 2014 and June 30, 2013, total unrecognized compensation costs related to nonvested restricted stock awards to purchase 134,278 shares of common stock was approximately $430,000 and $350,000 respectively, which will be recognized upon a successful initial public offering of the Company’s stock. The nonvested restricted stock awards have a weighted average remaining contractual term of 6.96 years as of June 30, 2014. No awards vested during the three and six months ended June 30, 2014 and 2013. | ||||||||||||||
Stock Option Pool | ||||||||||||||
The Company recorded stock based compensation in the amount of $11,066 and $33,669 for the three and six months ended June 30, 2014, respectively. For the three and six months ended June 30, 2014, $4,777 and $9,554 was allocated to General & Administrative expense with $6,289 and $24,115 was allocated to Research & Development, respectively. | ||||||||||||||
Total compensation costs for unvested stock option awards outstanding at June 30, 2014 was approximately $342,000 to be recognized over approximately 3.0 years. | ||||||||||||||
The Company recorded stock based compensation in the amount of $6,748 and $6,748 for the three and six months ended June 30, 2013, respectively. For the three and six months ended June 30, 2013, $1,223 and $1,223 was allocated to General & Administrative expense with $5,525 and $5,525 was allocated to Research & Development, respectively. | ||||||||||||||
Stock Purchase Warrants | ||||||||||||||
From time to time the Company has issued stock purchase warrants to non-employees in exchange for services. As of June 30, 2014 and 2013 there are 820,575 and 785,575, respectively, warrants issued and outstanding with exercise prices ranging from $1.00 to $7.50. To date, all warrants have been issued with the exercise price at least equal to the then estimated fair value of the underlying security, and had contractual terms ranging from 2.5 to 7.5 years. | ||||||||||||||
The following table summarizes the stock purchase warrant activity for the six months ended June 30, 2014 and 2013. | ||||||||||||||
2014 | 2013 | |||||||||||||
Shares | Weighted | Shares | Weighted Average | |||||||||||
Average Fair | Fair Value | |||||||||||||
Value | ||||||||||||||
Balance, January 1 | 785,575 | $ | 1.48 | 785,575 | $ | 1.48 | ||||||||
Granted | 35,000 | 4.22 | - | - | ||||||||||
Balance, June 30 | 820,575 | $ | 1.72 | 785,575 | $ | 1.48 | ||||||||
The following table summarizes information on warrants outstanding as of June 30, 2014: | ||||||||||||||
Exercise price | Shares | Weighted Average | Weighted Average | |||||||||||
Remaining Life | Exercise Price | |||||||||||||
$1.00 | 705,575 | 0.55 | $ | 1 | ||||||||||
$5.50 | 80,000 | 3.24 | $ | 5.5 | ||||||||||
$7.50 | 35,000 | 4.76 | $ | 7.5 | ||||||||||
Total | 820,575 | |||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
11. Commitments and Contingencies | |
Leases | |
The Company leases office space, a manufacturing facility, and equipment under operating leases expiring at various dates 2014 and 2015. In addition, the Company leases storage facilities on a month to month basis. Rent expense was approximately $42,000 and $83,000 for the three and six months ended June 30, 2014 , respectively. Rent expense was approximately $39,000 and $80,500 for the three and six months ended June 30, 2013, respectively. | |
Minimum future rental payments under non-cancelable operating leases, including amendments to leases entered through the date the financial statements were available to be issued, total $61,811 for 2014 and $20,968 for 2015 for a total of $82,779. | |
Litigation | |
The Company may be subject to certain claims arising in the ordinary course of business. The Company and a vendor are in dispute over amounts owed for services performed. A demand for payment under a written agreement has been made against the Company in the amount of approximately $150,000. Management believes the vendor did not perform under the terms of the contract and contends that no amounts are due to the vendor. Management has offered to settle the matter for $75,000 to be paid upon the Company’s successful initial public offering and has accrued $75,000 in the accompanying unaudited condensed consolidated financial statements. | |
VAT Taxes | |
The foreign subsidiary of the Company, located in The Netherlands, was presented with a VAT tax bill for the years 2010 and 2011 in the amount of 65,666€. The Company is appealing the decision as it believes that it should be VAT exempt. There has not yet been a decision made by the Dutch authorities and there is no estimate of when a decision will be made. In the event an unfavorable decision is made, the Company will be required to pay the full amount plus interest. The original bill at the June 30, 2014 exchange rate would have a USD equivalent of approximately $90,000. There has been no expense accrued on the accompanying unaudited condensed consolidated financial statements. | |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
12. Related Party Transactions | |
During April 2014, an executive of the Company loaned the Company $20,000. As of June 30, 2014 $10,000 remained unpaid. The carrying value of this amount due to the Company executive is included in related party payable in the accompanying unaudited condensed consolidated financial statements as of June 30, 2014. | |
Supplemental_Disclosure_of_Cas
Supplemental Disclosure of Cash Flow Information | 6 Months Ended |
Jun. 30, 2014 | |
Supplemental Cash Flow Elements [Abstract] | ' |
Cash Flow, Supplemental Disclosures [Text Block] | ' |
13. Supplemental Disclosure of Cash Flow Information | |
For the six months ended June 30, 2014 and June 30, 2013 the Company paid interest costs of approximately $40,767 and $233,937, respectively. | |
From January 1, 2014 through June 30, 2014, the Company raised additional capital totaling approximately $ 2.5 million (net of issuance costs) from the issuance of 463,963 shares of Round C Common Stock, 13,033 Adjustment Shares and additional Round C Warrants to purchase 139,184 shares of common stock. The Company allocated approximately $1.9 million of the total 2014 proceeds to the common stock and approximately $0.6 million of the total proceeds to the common stock warrants. | |
In January 2014, the Company issued 54,545 shares of common stock to certain holders of the 2012 Bridge Loan that had elected to convert their rights, with a value of $300,000 into common stock of the Company. The Company also issued Round C Warrants exercisable into 16,363 shares of common stock of the Company, with an exercise price of $6.05 per share. | |
From January 1, 2013 through June 30, 2013, the Company raised additional capital totaling approximately $2.6 million (net of issuance costs) from the issuance of 478,697 shares of Round C Stock and additional Round C Warrants to purchase 143,607 shares of common stock. The Company allocated $2.0 million of the total 2013 proceeds to the common stock and $0.6 million of the total proceeds to the common stock warrants. | |
In May 2013, the Company issued 152,359 shares of common stock to certainholders of the 2012 Bridge Loan that had elected to convert their rights, with a value of $838,000, into common stock of the Company. The Company also issued additional Round C Warrants exercisable into 45,705 shares of common stock of the Company, with an exercise price of $6.05 per share. | |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
14. Subsequent Events | |
In accordance with ASC 855-50, “Subsequent Events,” the Company has reviewed events through the date of the filing. | |
July 1, 2014 through August 15, 2014, the Company raised additional capital totaling approximately $274,000 (net of issuance costs) through the issuance of 50,636 shares of Common Stock, warrants to purchase 15,190 shares of Common Stock and 1,424 Adjustment Shares. | |
On August 14, 2014 The Abell Foundation, under the Seventh Amended and Restated Promissory Note made February 1, 2014 by Vaccinogen, Inc. to the order of Abell, extends the maturity date until August 22, 2014, for no additional consideration. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended | |||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||
Basis of Accounting, Policy [Policy Text Block] | ' | |||||||||||||||||||
Basis of Presentation | ||||||||||||||||||||
The accompanying unaudited condensed consolidated financial statements as of June 30, 2014 and for the three and six months months ended June 30, 2014 and 2013, respectively include the accounts of Vaccinogen, Inc. and its wholly owned subsidiary and have been prepared in accordance with the rules and regulations of the SEC and, therefore, omit or condense certain disclosures and other information required under generally accepted accounting principles in the United States of America (“US GAAP”) for complete financial statements. These unaudited condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2013, filed with the SEC on March 28, 2014. | ||||||||||||||||||||
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all the adjustments and reclassifications necessary for a fair presentation for the periods presented in accordance with US GAAP. The results for the three and six months months ended June 30, 2014 are not necessarily indicative of the results to be expected for the full year. | ||||||||||||||||||||
Consolidation, Policy [Policy Text Block] | ' | |||||||||||||||||||
Principles of Consolidation | ||||||||||||||||||||
The unaudited condensed consolidated financial statements include accounts of Vaccinogen and its wholly owned subsidiary, Vaccinogen BV (a company incorporated in the Netherlands). All intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | |||||||||||||||||||
Use of Estimates | ||||||||||||||||||||
The preparation of unaudited condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in its financial statements. On an ongoing basis, the Company evaluates the estimates used in recording common stock warrant related liabilities, derivative financial instruments, stock based compensation, and where applicable, the fair value of assets. The Company may base such estimates on various assumptions which it believes to be reasonable under the circumstances. Actual results could differ from those estimates. | ||||||||||||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | |||||||||||||||||||
Cash and Cash Equivalents | ||||||||||||||||||||
The Company considers all highly liquid securities with a maturity of three months or less at acquisition to be cash equivalents. Cash and cash equivalents include demand deposits with financial institutions and at times the amounts may exceed federally insured deposit limits. The Company has not experienced any losses and does not believe it is exposed to any significant credit risk related to demand deposits. | ||||||||||||||||||||
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | ' | |||||||||||||||||||
Restricted Cash | ||||||||||||||||||||
Restricted cash represents monies pledged by the Company’s foreign subsidiary for a lease obligation related to the manufacturing facility and to the Dutch government as required for companies with irradiator equipment. | ||||||||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | |||||||||||||||||||
Concentrations of Credit Risk | ||||||||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high-credit-quality financial institutions in the United States and the Netherlands. | ||||||||||||||||||||
Cash and cash equivalents in the United States are maintained at financial institutions and, at times, balances may exceed federally insured limits. All non-interest bearing cash balances were fully insured to $250,000 per depositor at each financial institution, and noninterest bearing cash balances may again exceed federally insured limits. | ||||||||||||||||||||
Cash and cash equivalents in The Netherlands are maintained at a financial institution and, at times, balances may exceed insured limits. Insurance coverage is limited to 100.000€ for all company accounts at each financial institution. | ||||||||||||||||||||
Inventory, Policy [Policy Text Block] | ' | |||||||||||||||||||
Inventory | ||||||||||||||||||||
Inventory is reported at the lower of cost or market value. The Company analyzes its inventory and writes down inventory that has become obsolete, or has a cost basis in excess of its expected net realizable value and inventory quantities in excess of expected requirements. Inventory primarily consists of a product used in creating vaccines using the OncoVAX® technology platform to be utilized in the planned Phase IIIb clinical trial and for research and development activities. | ||||||||||||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | |||||||||||||||||||
Property and Equipment | ||||||||||||||||||||
Property and equipment are recorded at cost and are depreciated or amortized over their estimated useful lives using the straight-line method. Estimated useful lives are as follows: | ||||||||||||||||||||
Machinery and equipment | 3 – 5 years | |||||||||||||||||||
Automobile | 3 – 5 years | |||||||||||||||||||
Furniture and fixtures | 5 years | |||||||||||||||||||
Computers and software | 3 years | |||||||||||||||||||
Maintenance and repairs are charged to expense as incurred. Major betterments and improvements, which extend the useful life of the underlying assets, are capitalized and depreciated. | ||||||||||||||||||||
Goodwill and Intangible Assets, Policy [Policy Text Block] | ' | |||||||||||||||||||
Intangible Assets | ||||||||||||||||||||
Intangible assets consist primarily of the cost of acquired patents associated with OncoVAX® to be used in research and development and the commercialization of cancer related vaccines. The Company has capitalized the cost of the acquired patents because the Company has identified alternative future research and development efforts for numerous forms of cancer which it intends to pursue and for which management believes will result in commercialization of related vaccines. Acquired patents are carried at cost less accumulated amortization. Amortization is calculated on a straight-line basis, over the estimated useful economic life of the patent, which is 12.3 years for OncoVAX®. | ||||||||||||||||||||
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | ' | |||||||||||||||||||
Impairment of Long-Lived Assets | ||||||||||||||||||||
Long-lived assets, including identifiable intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company has determined that no impairment has occurred as of June 30, 2014. | ||||||||||||||||||||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | ' | |||||||||||||||||||
Foreign Currency Translation | ||||||||||||||||||||
The financial statements of foreign subsidiaries are maintained in their functional currency, which generally is the local currency. The assets and liabilities are translated to U.S. dollars using the exchange rate in effect at the balance sheet date. Revenues, expenses and cash flows of these operations are translated using average exchange rates during the reporting period which they occur. The resulting translation adjustments are reflected in other comprehensive loss. | ||||||||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | |||||||||||||||||||
Revenue Recognition | ||||||||||||||||||||
To date, the Company has not earned any revenues as the use of OncoVAX® to create cancer related vaccines still requires additional clinical trials and has not received regulatory approval for commercialization and sale. | ||||||||||||||||||||
Research and Development Expense, Policy [Policy Text Block] | ' | |||||||||||||||||||
Research and Development Expense | ||||||||||||||||||||
Research and development costs are expensed as incurred. Research and development expenses primarily include the amortization of intangible assets, cost of conducting clinical trials, compensation and related overhead for employees, consultants, facilities costs and the cost of materials purchased for research and development. | ||||||||||||||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | |||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||
The Company measures the cost of employee services received in exchange for stock options or restricted stock awards based upon the fair value of the award on the date of the grant. The Company recognizes the estimated grant date fair value of the award as stock-based compensation expense on a straight-line basis over the requisite service period, which is generally the vesting period. | ||||||||||||||||||||
The Company initially measures the cost of awards granted to non-employees based on the fair value of the award on the date of grant however such cost is re-measured at the end of each reporting period until performance is fully satisfied or services are rendered by the non-employee. | ||||||||||||||||||||
The fair value of stock options granted is calculated using the Black-Scholes option-pricing model, which requires the use of subjective assumptions including volatility, expected term, risk-free rate, and the fair value of the underlying common stock. The fair value of non-vested stock awards is determined based upon the estimated fair value of the Company's common stock. | ||||||||||||||||||||
Income Tax, Policy [Policy Text Block] | ' | |||||||||||||||||||
Income Taxes | ||||||||||||||||||||
Deferred income tax assets and liabilities are determined based on differences between the financial statements and tax basis of assets and liabilities, as measured using the enacted tax rates, which are expected to be in effect when the differences reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. A full valuation allowance was recorded against its deferred tax assets for the periods ended June 30, 2014 and December 31, 2013 respectively. | ||||||||||||||||||||
As required under ASC 740-270 Interim Financial Reporting, the Company has estimated its annual effective tax rate for the full fiscal year and applied that rate to the year to date pretax book income to determine its provision for income taxes for the interim period. The Company had no provision for income taxes for the three month period ended June 30, 2014 and for the six month period ended June 30, 2014. | ||||||||||||||||||||
The tax effects of uncertain tax positions are recognized in the financial statements only if the position is more likely than not to be sustained on audit, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that had greater than 50% likelihood of being realized. Management has not identified any uncertain tax positions with the exception of income tax return filing penalties and accordingly has established a liability of $100,000 and $130,000 under ASC 740-10 as of June 30, 2014 and December 31, 2013, respectively. It is the Company’s accounting policy to account for ASC 740-10 related penalties and interest by including those items in other liabilities/expenses and not in the income tax provision in the unaudited condensed consolidated statements of operations. The Company has identified its U.S. Federal income tax return, its state return in Maryland and Netherlands corporate income tax returns as its major tax jurisdictions. Tax returns for fiscal years 2007 and forward are still open for examination. | ||||||||||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | |||||||||||||||||||
Financial Instruments | ||||||||||||||||||||
Warrants Accounted for as Liabilities | ||||||||||||||||||||
Abell Warrants | ||||||||||||||||||||
In October 2011, the Company entered into a borrowing arrangement with The Abell Foundation (“Abell”). In connection with that arrangement, the Company also issued warrants (the “Abell Warrants”) exercisable into common stock of the Company. In February 2012, the Company and Abell amended the agreement to provide for additional borrowings (the “Abell Loan”). In January 2013, the maturity of the Abell Loan was extended to March 31, 2013. In April 2013, the borrowing arrangement was further amended to extend the maturity date to May 31, 2013. On May 31, 2013, the borrowing arrangement was amended to extend the maturity date to July 31, 2013. During September 2013 the borrowing arrangement was amended effective July 31, 2013 to extend the maturity date to December 31, 2013. During January 2014 the borrowing arrangement was amended effective January 1, 2014 to extend the maturity date to January 31, 2014. During March 2014 the borrowing arrangement was amended effective February 1, 2014 to extend the maturity date to July 31, 2014. During July 2014 the maturity date was extended to August 16, 2014. The accounting treatment of these extensions are described within Note 8 to these unaudited condensed consolidated financial statements. In connection with the promissory note issued to The Abell Foundation, the Company granted The Abell Foundation a security interest in its patents related to OncoVAX®. | ||||||||||||||||||||
The number of shares issuable pursuant to the Abell Warrants was originally determined based upon a fixed amount of $500,000 divided by 85% of the per share price of stock sold in the next qualifying round of venture capital financing (defined as a round that raised at least $20 million). In connection with the February 2012 amendment to the borrowing arrangement, the fixed amount used to determine the ultimate number of shares into which the Abell Warrants are exercisable was increased to $800,000. In connection with the January 2013 amendment to the borrowing arrangement, the fixed amount used to determine the ultimate number of shares into which the Abell Warrants are exercisable was increased to $1.1 million and the total proceeds of the next qualifying round of venture capital financing was increased to $35 million. There were no amendments to the Abell Warrants in connection with the April 2013, May 2013 and July 2014 modifications to the Abell Loan. The Abell Warrants have a contractual term of 10 years and were fully vested upon issuance. | ||||||||||||||||||||
The Abell Warrants represent a fixed obligation that is to be settled through the issuance of a variable number of shares of the Company’s common stock. Consistent with the provisions of ASC Topic 480, Distinguishing Liabilities from Equity, the Company has concluded that the Abell Warrants should be accounted for as a liability. The Company is required to record the Abell Warrants at their estimated fair value at the end of each reporting period, with changes in the estimated fair value recorded in the unaudited condensed consolidated statements of operations as a component of Gain (Loss) on Financial Instruments. | ||||||||||||||||||||
As of June 30, 2014 and December 31, 2013, the estimated fair value of the Abell Warrants was $990,399 and $1,615,835, respectively. The Company recorded a gain of $385,667 and $625,436 for the three and six months ended June 30, 2014, respectively. As of June 30, 2013 and December 31, 2012, the estimated fair value of Abell Warrants was $1,092,022 and $831,806, respectively. The Company recorded a loss of $107,404 and a gain of $15,597 for the three and six months ended the June 30, 2013, reporting. | ||||||||||||||||||||
Included in the change in the carrying value of the liability at June 30, 2013 is $275,813 representing the grant date fair value of the amended number of shares issuable in connection with the Abell Warrants pursuant to the January 2013 amendments to the Abell Loan. This amount has been included in the determination of the loss resulting from the deemed extinguishment of the Abell Loan triggered by the January 2013 amendments. The loss from the deemed extinguishment of the Abell Loan has been included as a component of Gain (Loss) on Financial Instruments in the accompanying unaudited condensed consolidated statements of operations, for the six months ended June 30, 2013. | ||||||||||||||||||||
Effective July 31, 2013, the Company and Abell agreed to amend the Abell Note (the “July Amendment”). In connection with the July Amendment, the Company and Abell also amended the terms and conditions of the Warrant. In addition to the continuation of the “fixed for variable” feature, if the Company has not repaid the outstanding debt in full by specified dates between July 31, 2013 and December 31, 2013, the Company will be required to issue additional warrants for incremental shares (“Contingent Warrants”). More specifically, since the debt remained outstanding as of August 31, September 30, October 31, November 30 and December 31, the Warrant will be exercisable into the number of shares as described above plus an additional 20,000, 40,000, 60,000, 80,000 and 100,000 respectively. It is understood that the exercise price related to the Contingent Warrants will be the same as that for those warrants subject to the Fixed for Variable provisions – that is it will depend upon a value equal to 85% of the lowest price paid on a qualified future raise of equity capital. The outstanding debt was not repaid in full by December 31, 2013 and 300,000 warrants were issued to Abell. | ||||||||||||||||||||
Effective February 1, 2014 the Company and Abell agreed to amend the Abell Note. In connection with the issuance of the Seventh Amended and Restated Promissory Note, the Company entered into an Amendment No. 7 to the Note and Warrant Purchase Agreement, which increases the amount of shares issuable to The Abell Foundation under the Warrant to be issued by up to 360,000 Warrant Shares (“Contingent Warrants”), calculated as follows: (i) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on March 1, 2014, (ii) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on April 1, 2014, (iii) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on May 1, 2014, (iv) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on June 1, 2014; (v) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on July 1, 2014 and (vi) an additional 60,000 Warrant Shares if the Note remains outstanding in whole or in part on July 31, 2014. | ||||||||||||||||||||
The outstanding debt was not repaid in full by June 30, 2014 and 180,000 and 300,000 warrants were issued to Abell for the three and six months ended June 30, 2014, respectively. | ||||||||||||||||||||
The warrants were valued using the Black-Scholes method, and for the three and six months ended June 30, 2014 approximately $847,000 and $1.6 million, respectively, were included in Interest expense. | ||||||||||||||||||||
The Contingent Warrants provide for the issuance of a fixed number of shares that are known at inception. The Contingent Share warrants are not considered a derivative as they are considered indexed to the Company’s own stock as defined by ASC 815-40. | ||||||||||||||||||||
Abell Investment Option | ||||||||||||||||||||
On January 16, 2013, the Company entered into an investment agreement with Abell under which Abell was granted an option to acquire up to $5.0 million of common stock of the Company (the “Abell Option”). The number of shares to be issued will be based on the lowest price paid by any purchaser of shares in a subsequent round of equity financing meeting certain conditions defined in the agreement. The term of the agreement and Abell’s right to exercise is perpetual. | ||||||||||||||||||||
The Abell Option represents a fixed obligation that is to be settled through the issuance of a variable number of shares of the Company’s common stock. Consistent with the provisions of ASC Topic 480, the Company has concluded that the Abell Option should be accounted for as a liability and should be recorded as the conditions necessary to trigger the holders rights to exercise are considered by management to be probable of occurring as of June 30, 2014. The Company is required to record the Abell Option at its estimated fair value at the end of each reporting period. The Company recorded the grant date fair value as a component of general and administrative expenses. Changes in the estimated fair value of the Abell Option will be recorded in the unaudited condensed consolidated statements of operations as a component of Gain (Loss) on Financial Instruments. | ||||||||||||||||||||
As of June 30, 2014 and December 31, 2013 the estimated fair value of the Abell Option was $4,373,834 and $7,392,528, respectively. The Company recorded a gain of $1,700,936 and $3,018,694 for the three and six months ended June 30, 2014, respectively. | ||||||||||||||||||||
The Company recorded a loss of $579,548 and $579,548 for the three and six months ended June 30, 2013.The Company has classified The Carrying value of the Abell Option in Financial instruments in the accompanying condensed consolidated balance sheet The initial value assigned to the Abell Option of $5,954,545 was recorded as a component of General & Administrative expense in the accompanying unaudited condensed consolidated financial statements for the six months ended June 30, 2013. | ||||||||||||||||||||
Derivative Financial Instruments | ||||||||||||||||||||
The Company may enter into transactions that represent free-standing or embedded derivative financial instruments as those terms are defined in ASC Topic 815 Derivatives and Hedging (“Topic 815”). The Company records the estimated fair value of derivative financial instruments in its consolidated balance sheets and records changes in the estimated fair value of derivative financial instruments as income or expense in its unaudited condensed consolidated statements of operations. | ||||||||||||||||||||
Round C Warrants | ||||||||||||||||||||
From October 2012 through December 2013 and then again from January 2014 through June 30, 2014, the Company issued warrants to certain investors in the common stock of the Company (the “Round C Warrants”). Round C Warrants to acquire 339,966 shares of common stock were issued through December 2013 and Round C Warrants to acquire 156,910 shares of common stock were issued during the six months ended June 30, 2014. The Round C Warrants have an exercise price of $6.05, a contractual term of 5 years and were fully vested upon issuance. | ||||||||||||||||||||
The terms of the Round C Warrants provide for "down-round" anti-dilution adjustments in certain situations whereby the Company sells or issues (a) stock at a price per share less than the exercise price of the Round C Warrants or (b) equity linked financial instruments with an exercise price less than the exercise price of the Round C Warrants. Consistent with the provisions of ASC Topic 815-40, the Round C Warrants are classified as derivative financial instruments. The Company is required to record the estimated fair value of derivative financial instruments at the end of each reporting period, with changes in the estimated fair value of such derivatives recorded in the unaudited condensed consolidated statements of operations as a component of Gain (Loss) on Financial Instruments. | ||||||||||||||||||||
As of June 30, 2014 and December 31, 2013, the estimated fair value of the Round C Warrants was $1,335,363 and 1,796,427 respectively. The Company recorded a loss of $755,213 and again of $1,130,509 for the three and six months ended June 30, respectively. | ||||||||||||||||||||
The Company recorded a loss of $38,549 and a gain of $6,068 for the three and six months ended June 30, 2013. | ||||||||||||||||||||
2012 Bridge Loan | ||||||||||||||||||||
Between April 2012 and October 2012, the Company entered into transactions with various investors which resulted in the Company raising $1,019,000 from the issuance of unsecured notes payable (collectively the “Bridge Loan”). The Bridge Loan has no contractual maturity date, and is repayable only in the event that the Company closes on a future round of equity financing which results in gross proceeds of at least $20 million. If the Company fails to raise sufficient additional capital, there is no obligation to pay interest or repay any amount borrowed under the Bridge Loan. Should the Company be successful in raising sufficient equity capital, the Company must repay an amount to the investors equal to 2 times the amount originally raised. | ||||||||||||||||||||
The Company has classified the Bridge Loan as a derivative financial instrument, as it meets three qualifying criteria of ASC Topic 815 Derivatives and Hedging (“Topic 815”) including the contractual terms whereby the Company can be required to settle its obligation under the Bridge Loan by transferring cash to investors if and only when sufficient additional capital is raised. As of June 30, 2014, and December 31, 2013, the estimated fair value of the liability associated with the Bridge Loan was $720,000 and $990,000 respectively, which has been recorded and included in financial instruments in the accompanying condensed consolidated balance sheets. | ||||||||||||||||||||
The change in the carrying value of the Bridge Loan includes a reduction of $270,000 representing the carrying value of the liability, as referenced in Note 8, related to those investors on the date of conversion. In April 2013, the board of directors authorized the Company to offer the investors in the 2012 Bridge Loan, the option to convert the amount otherwise due and payable to them in the event of a successful qualified offering, or $2,038,000, into common stock of the Company, at a per share price equal to that provided in the Round C common stock offering, or $5.50 per share plus 30% warrant coverage. In order to accommodate all Bridge Loan holders, the total dollar value of common stock issuable in the Round C offering was increased from $11 million to $13 million. | ||||||||||||||||||||
During 2013, certain investors in the Bridge Loan elected to convert their rights to receive cash under the Bridge Loan into shares of common stock and common stock warrants. The accounts for these investors were increased to 2 times the amount originally invested creating a loss on financial instruments for the year ended December 31, 2013 of $93,800. As a result, the Company issued 170,540 shares of common stock to certain holders of the Bridge Loan that had elected to convert their rights into common stock of the Company and an additional 4,787 adjustment shares as discussed in Note 10 of these unaudited condensed consolidated financial statements. The Company also issued additional Round C Warrants exercisable into 51,159 shares of common stock of the Company, with an exercise price of $6.05 per share. | ||||||||||||||||||||
During the six months ended June 30, 2014, certain investors in the Bridge Loan elected to convert their rights to receive cash under the Bridge Loan into shares of common stock and common stock warrants. The accounts for these investors were increased to 2 times the amount originally invested creating a loss on financial instruments for the six months ended June 30, 2014 of $30,000. As a result, the Company issued 54,545 shares of common stock to certain holders of the Bridge Loan that had elected to convert their rights into common stock of the Company and an additional 1,530 adjustment shares as discussed in Note 10 of these unaudited condensed consolidated financial statements. The Company also issued additional Round C Warrants exercisable into 16,363 shares of common stock of the Company, with an exercise price of $6.05 per share. | ||||||||||||||||||||
As of June 30, 2014 and December 31, 2013 the estimated fair value of the 2012 Bridge Loan was $720,000 and $990,000, respectively. The Company recorded a loss of $0 and $30,000 for the three and six months ended June 30, 2014, respectively. | ||||||||||||||||||||
The Company recorded a loss of $83,800 and $389,500 for the three and six months ended June 30, 2013, respectively. | ||||||||||||||||||||
The changes in the estimated fair value have been classified in Gain (Loss) on Financial Instruments in the accompanying unaudited condensed consolidated statements of operations for the three and six months periods ended June 30, 2014 and 2013. | ||||||||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | |||||||||||||||||||
Net Loss Per Share | ||||||||||||||||||||
Basic loss per share is determined by dividing loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. The following common stock equivalents were excluded in the calculation of diluted loss per share because their effect would be anti-dilutive: | ||||||||||||||||||||
Six months ended June 30, | 2014 | 2013 | ||||||||||||||||||
Stock Option Pool | 77,000 | - | ||||||||||||||||||
Abell Investment Option | 934,579 | 1,136,364 | ||||||||||||||||||
Convertible debt | 106,838 | 91,324 | ||||||||||||||||||
Restricted stock awards | 134,278 | 119,734 | ||||||||||||||||||
Warrants | 3,820,769 | 2,917,210 | ||||||||||||||||||
Dilutive loss per share is determined by dividing loss attributable to common stockholders by the weighed-average number of common shares outstanding during the period, without consideration of common stock equivalent. The net loss attributable to common shareholders is adjusted for gains on financial instruments as it effect would be anti-dilutive. | ||||||||||||||||||||
Three months ended June 30, 2014 | Three months ended June 30, 2013 | |||||||||||||||||||
Weighted | Loss | Weighted | Loss | |||||||||||||||||
Average | Per | Average | Per | |||||||||||||||||
Net Loss | Shares | Share | Net Loss | Shares | Share | |||||||||||||||
Basic loss per share | $ | -1,123,120 | 32,048,075 | $ | -0.04 | $ | -4,040,507 | 30,963,706 | $ | -0.13 | ||||||||||
Gain on derivatives | -2,841,816 | |||||||||||||||||||
Dilutive loss per share | $ | -3,964,936 | 32,048,075 | $ | -0.12 | $ | -4,040,507 | 30,963,706 | $ | -0.13 | ||||||||||
Six months ended June 30, 2014 | Six months ended June 30, 2013 | |||||||||||||||||||
Weighted | Loss | Weighted | Loss | |||||||||||||||||
Average | Per | Average | Per | |||||||||||||||||
Net Loss | Shares | Share | Net Loss | Shares | Share | |||||||||||||||
Basic loss per share | $ | -2,801,237 | 31,777,420 | $ | -0.09 | $ | -13,522,576 | 30,843,886 | $ | -0.44 | ||||||||||
Gain on derivatives | -4,774,639 | |||||||||||||||||||
Dilutive loss per share | $ | -7,575,876 | 31,777,420 | $ | -0.24 | $ | -13,522,576 | 30,843,886 | $ | -0.44 | ||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | |||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||
Schedule of Property Plant and Equipment Estimated Useful Life [Table Text Block] | ' | |||||||||||||||||||
Property and equipment are recorded at cost and are depreciated or amortized over their estimated useful lives using the straight-line method. Estimated useful lives are as follows: | ||||||||||||||||||||
Machinery and equipment | 3 – 5 years | |||||||||||||||||||
Automobile | 3 – 5 years | |||||||||||||||||||
Furniture and fixtures | 5 years | |||||||||||||||||||
Computers and software | 3 years | |||||||||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | |||||||||||||||||||
The following common stock equivalents were excluded in the calculation of diluted loss per share because their effect would be anti-dilutive: | ||||||||||||||||||||
Six months ended June 30, | 2014 | 2013 | ||||||||||||||||||
Stock Option Pool | 77,000 | - | ||||||||||||||||||
Abell Investment Option | 934,579 | 1,136,364 | ||||||||||||||||||
Convertible debt | 106,838 | 91,324 | ||||||||||||||||||
Restricted stock awards | 134,278 | 119,734 | ||||||||||||||||||
Warrants | 3,820,769 | 2,917,210 | ||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | |||||||||||||||||||
Dilutive loss per share is determined by dividing loss attributable to common stockholders by the weighed-average number of common shares outstanding during the period, without consideration of common stock equivalent. The net loss attributable to common shareholders is adjusted for gains on financial instruments as it effect would be anti-dilutive. | ||||||||||||||||||||
Three months ended June 30, 2014 | Three months ended June 30, 2013 | |||||||||||||||||||
Weighted | Loss | Weighted | Loss | |||||||||||||||||
Average | Per | Average | Per | |||||||||||||||||
Net Loss | Shares | Share | Net Loss | Shares | Share | |||||||||||||||
Basic loss per share | $ | -1,123,120 | 32,048,075 | $ | -0.04 | $ | -4,040,507 | 30,963,706 | $ | -0.13 | ||||||||||
Gain on derivatives | -2,841,816 | |||||||||||||||||||
Dilutive loss per share | $ | -3,964,936 | 32,048,075 | $ | -0.12 | $ | -4,040,507 | 30,963,706 | $ | -0.13 | ||||||||||
Six months ended June 30, 2014 | Six months ended June 30, 2013 | |||||||||||||||||||
Weighted | Loss | Weighted | Loss | |||||||||||||||||
Average | Per | Average | Per | |||||||||||||||||
Net Loss | Shares | Share | Net Loss | Shares | Share | |||||||||||||||
Basic loss per share | $ | -2,801,237 | 31,777,420 | $ | -0.09 | $ | -13,522,576 | 30,843,886 | $ | -0.44 | ||||||||||
Gain on derivatives | -4,774,639 | |||||||||||||||||||
Dilutive loss per share | $ | -7,575,876 | 31,777,420 | $ | -0.24 | $ | -13,522,576 | 30,843,886 | $ | -0.44 | ||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Property, Plant and Equipment, Net [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Property and equipment consisted of the following: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Machinery and equipment | $ | 880,001 | $ | 903,964 | ||||
Furniture and fixtures | 23,485 | 35,690 | ||||||
Computers and software | 28,100 | 1,929 | ||||||
931,586 | 941,583 | |||||||
Less accumulated depreciation | -754,954 | -742,793 | ||||||
$ | 176,632 | $ | 198,790 | |||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | ||||||||||
Intangible assets by major asset class were as follows at June 30, 2014: | |||||||||||
Gross Carrying | Accumulated | Net Carrying | |||||||||
Amount | Amortization | Amount | |||||||||
Intellectual Property | $ | 84,481,856 | $ | 25,141,701 | $ | 59,340,155 | |||||
Other Intangible Assets | 121,944 | 88,173 | 33,771 | ||||||||
$ | 84,603,800 | $ | 25,229,874 | $ | 59,373,926 | ||||||
Intangible assets by major asset class were as follows at December 31, 2013: | |||||||||||
Gross Carrying | Accumulated | Net Carrying | |||||||||
Amount | Amortization | Amount | |||||||||
Intellectual Property | $ | 84,481,856 | $ | 21,792,439 | $ | 62,689,417 | |||||
Other Intangible Assets | 121,944 | 85,802 | 36,142 | ||||||||
$ | 84,603,800 | $ | 21,878,241 | $ | 62,725,559 | ||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | ||||||||||
The estimated future amortization relating to all intangible assets that are recorded in the consolidated balance sheets as of June 30, 2014 is as follows: | |||||||||||
Years ending December 31, | |||||||||||
2014 | $ | 3,346,897 | |||||||||
2015 | 6,698,530 | ||||||||||
2016 | 6,698,530 | ||||||||||
2017 | 6,698,530 | ||||||||||
2018 | 6,698,530 | ||||||||||
Thereafter | 29,232,909 | ||||||||||
$ | 59,373,926 | ||||||||||
Notes_Payable_Tables
Notes Payable (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Notes Payable [Abstract] | ' | |||||||
Schedule of Short-term Debt [Table Text Block] | ' | |||||||
Notes payable are as follows: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
Organon Obligation | $ | 3,500,000 | $ | 3,500,000 | ||||
Abell Loan | 774,117 | 1,331,217 | ||||||
$ | 4,274,117 | $ | 4,831,217 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||
The Company’s financial instruments measured on a recurring basis using fair value estimates are as follows: | |||||||||||||||||
June 30, 2014 | |||||||||||||||||
Description | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Abell Warrants | $ | 990,399 | $ | - | $ | - | $ | 990,399 | |||||||||
Round C Warrants | 1,335,363 | - | - | 1,335,363 | |||||||||||||
Bridge Loan | 720,000 | - | - | 720,000 | |||||||||||||
Abell Investment Option | 4,373,834 | - | - | 4,373,834 | |||||||||||||
$ | 7,419,596 | $ | - | $ | - | $ | 7,419,596 | ||||||||||
December 31, 2013 | |||||||||||||||||
Description | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Abell Warrants | $ | 1,615,835 | $ | - | $ | - | $ | 1,615,835 | |||||||||
Round C Warrants | 1,796,427 | - | - | 1,796,427 | |||||||||||||
Bridge Loan | 990,000 | - | - | 990,000 | |||||||||||||
Abell Investment Option | 7,392,528 | - | - | 7,392,528 | |||||||||||||
$ | 11,794,790 | $ | - | $ | - | $ | 11,794,790 | ||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | ||||||||||||||||
The following is a reconciliation of the fair value measurements from December 31, 2013 to June 30, 2014. | |||||||||||||||||
Abell | Round C | Bridge | Abell | ||||||||||||||
Warrants | Warrants | Loan | Option | ||||||||||||||
Balance, December 31, 2013 | $ | 1,615,835 | $ | 1,796,427 | $ | 990,000 | $ | 7,392,528 | |||||||||
Issuance of securities | 37,529 | 669,445 | -300,000 | - | |||||||||||||
Fair value change included in earnings | -662,965 | -1,130,509 | 30,000 | -3,018,694 | |||||||||||||
Balance, June 30, 2014 | $ | 990,399 | $ | 1,335,363 | $ | 720,000 | $ | 4,373,834 | |||||||||
The following is a reconciliation of the fair value measurements from January 1, 2013 to December 31, 2013. | |||||||||||||||||
Abell | Round C Warrants | Bridge | Abell | ||||||||||||||
Warrants | Loan | Option | |||||||||||||||
Balance, January 1, 2013 | $ | 831,806 | $ | 230,349 | $ | 1,528,500 | $ | - | |||||||||
Issuance of securities | 275,813 | 1,112,990 | -938,000 | 5,954,545 | |||||||||||||
Fair value change included in earnings | 508,216 | 453,088 | 399,500 | 1,437,983 | |||||||||||||
Balance, December 31, 2013 | $ | 1,615,835 | $ | 1,796,427 | $ | 990,000 | $ | 7,392,528 | |||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | ||||||||||||||||
Quantitative information as of June 30, 2014 with respect to financial instruments measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) are as follows: | |||||||||||||||||
Level 3 - Significant Unobservable Inputs | |||||||||||||||||
Principal Valuation | Unobservable | Range | |||||||||||||||
Description | Fair Value | Techniques | Inputs | (Weighted Average) | |||||||||||||
Abell Warrants | $ | 990,399 | Black -Scholes | Strike price | N/A | ||||||||||||
Equity volatility | |||||||||||||||||
Round C Warrants | $ | 1,335,363 | Black -Scholes | Strike price | N/A | ||||||||||||
Equity volatility | |||||||||||||||||
Bridge Loan | $ | 720,000 | Present Value | Timing and amount of future cash flows | N/A | ||||||||||||
Abell Investment Option | $ | 4,373,834 | Black -Scholes | Strike price | N/A | ||||||||||||
Equity volatility | |||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | ' | ||||||||||||||||
The following assumptions were used: | |||||||||||||||||
Abell Warrants | Round C Warrants | ||||||||||||||||
Six months ended June 30, | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Volatility | 85 | % | 80 | % | 85 | % | 80 | % | |||||||||
Exercise price | $ | 4.55 | $ | 4.68 | $ | 5.88 | $ | 6.05 | |||||||||
Stock price at June 30 | $ | 4.68 | $ | 5.75 | $ | 4.68 | $ | 5.75 | |||||||||
Risk free interest rate | 2.53 | % | 2.24 – 2.45 | % | 0.97% - 1.62 | % | 1.16 – 1.41 | % | |||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | 0 | % | |||||||||
Expected life | 10 | 10 | 3.3 -5.0 | 4.3 – 5.0 | |||||||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award Warrants [Table Text Block] | ' | |||||||||||||
The following table summarizes the stock purchase warrant activity for the six months ended June 30, 2014 and 2013. | ||||||||||||||
2014 | 2013 | |||||||||||||
Shares | Weighted | Shares | Weighted Average | |||||||||||
Average Fair | Fair Value | |||||||||||||
Value | ||||||||||||||
Balance, January 1 | 785,575 | $ | 1.48 | 785,575 | $ | 1.48 | ||||||||
Granted | 35,000 | 4.22 | - | - | ||||||||||
Balance, June 30 | 820,575 | $ | 1.72 | 785,575 | $ | 1.48 | ||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | ' | |||||||||||||
The following table summarizes information on warrants outstanding as of June 30, 2014: | ||||||||||||||
Exercise price | Shares | Weighted Average | Weighted Average | |||||||||||
Remaining Life | Exercise Price | |||||||||||||
$1.00 | 705,575 | 0.55 | $ | 1 | ||||||||||
$5.50 | 80,000 | 3.24 | $ | 5.5 | ||||||||||
$7.50 | 35,000 | 4.76 | $ | 7.5 | ||||||||||
Total | 820,575 | |||||||||||||
Going_Concern_Details_Textual
Going Concern (Details Textual) (USD $) | 1 Months Ended | ||
Apr. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Retained Earnings (Accumulated Deficit), Total | ' | ($106,080,558) | ($103,279,321) |
Working Capital | ' | 17,900,000 | ' |
Stock Issued During Period, Value, New Issues | $80,000,000 | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 6 Months Ended |
Jun. 30, 2014 | |
Furniture and Fixtures [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Computers and software [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '3 years |
Minimum [Member] | Machinery and Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '3 years |
Minimum [Member] | Automobiles [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '3 years |
Maximum [Member] | Machinery and Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Maximum [Member] | Automobiles [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Stock Option Pool [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 77,000 | 0 |
Abell Investment Option [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 934,579 | 1,136,364 |
Convertible debt [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 106,838 | 91,324 |
Restricted stock awards [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 134,278 | 119,734 |
Warrants [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,820,769 | 2,917,210 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Basic loss per share, Net Loss | ($1,123,120) | ($4,040,507) | ($2,801,237) | ($13,522,576) |
Gain on derivatives, Net Loss | 2,841,816 | -809,301 | 4,744,639 | -1,223,196 |
Dilutive loss per share, Net Loss | ($3,964,936) | ($4,040,507) | ($7,575,876) | ($13,522,576) |
Basic loss per share, Weighted Average Shares | 32,048,075 | 30,963,706 | 31,777,420 | 30,843,886 |
Dilutive loss per share, Weighted Average Shares | 32,048,075 | 30,763,706 | 31,777,420 | 30,843,886 |
Basic loss per share | ($0.04) | ($0.13) | ($0.09) | ($0.44) |
Dilutive loss per share | ($0.12) | ($0.13) | ($0.24) | ($0.44) |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details Textual) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 6 Months Ended | ||||||||||||||||||||||||||||
Jan. 31, 2013 | Feb. 28, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Oct. 31, 2012 | Dec. 31, 2013 | Aug. 31, 2012 | Apr. 30, 2013 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jan. 16, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 30, 2013 | Oct. 31, 2013 | Sep. 30, 2013 | Aug. 31, 2013 | Feb. 28, 2012 | Jul. 31, 2014 | Jul. 01, 2014 | Jun. 01, 2014 | 1-May-14 | Mar. 01, 2014 | Feb. 01, 2014 | Apr. 30, 2013 | Jun. 30, 2014 | |
USD ($) | USD ($) | USD ($) | EUR (€) | USD ($) | USD ($) | Bridge Loan [Member] | Bridge Loan [Member] | Bridge Loan [Member] | Bridge Loan [Member] | Bridge Loan [Member] | Bridge Loan [Member] | Bridge Loan [Member] | Abell Investment Option [Member] | Abell Option [Member] | Abell Option [Member] | Abell Option [Member] | Abell Option [Member] | Abell Option [Member] | Abell Warrant [Member] | Abell Warrant [Member] | Abell Warrant [Member] | Abell Warrant [Member] | Abell Warrant [Member] | Abell Warrant [Member] | Round C Warrant [Member] | Round C Warrant [Member] | Round C Warrant [Member] | Round C Warrant [Member] | Round C Warrant [Member] | Round C Warrant [Member] | Round C Warrant [Member] | July Amendment [Member] | July Amendment [Member] | July Amendment [Member] | July Amendment [Member] | July Amendment [Member] | February Amendment [Member] | February Amendment [Member] | February Amendment [Member] | February Amendment [Member] | February Amendment [Member] | February Amendment [Member] | February Amendment [Member] | February Amendment [Member] | Patents [Member] | |||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Bridge Loan [Member] | |||||||||||||||||||||||
USD ($) | ||||||||||||||||||||||||||||||||||||||||||||||||
Malpractice Insurance, Annual Coverage Limit | ' | ' | ' | $250,000 | € 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 years 3 months 18 days |
Debt Instrument, Convertible, Terms of Conversion Feature | ' | 'The number of shares issuable pursuant to the Abell Warrants was originally determined based upon a fixed amount of $500,000 divided by 85% of the per share price of stock sold in the next qualifying round of venture capital financing (defined as a round that raised at least $20 million). | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'In connection with theFebruary 2012 amendment to the borrowing arrangement, the fixed amount used to determine the ultimate number of shares into which the Abell Warrants are exercisable was increased to $800,000. | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Exercisable | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Venture Capital Financing | 35,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Contractual Term | ' | ' | ' | '10 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value, Option, Changes in Fair Value, Gain (Loss) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 83,800 | 30,000 | 389,500 | ' | ' | 1,700,936 | 579,548 | 3,018,694 | 579,548 | ' | 385,667 | 107,404 | 625,436 | 15,597 | ' | ' | 755,213 | 38,549 | 1,130,509 | 6,068 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent Warrants Additional Share Issuable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 80,000 | 60,000 | 40,000 | 20,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent Warrants Exercisable Price Details | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'that is it will depend upon a value equal to 85% of the lowest price paid ona qualified future raise of equity capital. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial Liabilities Fair Value Disclosure, Total | ' | ' | 7,419,596 | 7,419,596 | ' | ' | 11,794,790 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,373,834 | ' | 4,373,834 | ' | 7,392,528 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, General and Administrative Expense, Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,954,545 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Number of Equity Instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,363 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 156,910 | ' | 339,966 | ' | 51,159 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.05 | ' | $6.05 | ' | ' | ' | $6.05 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Unsecured Notes Payable | ' | ' | ' | ' | ' | 1,019,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loans Payable, Fair Value Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 720,000 | ' | ' | ' | 990,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction Of Liabilities | ' | ' | ' | ' | ' | ' | ' | ' | 270,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Carrying Amount of Equity Component | ' | ' | ' | ' | ' | ' | ' | ' | 2,038,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | $5.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Coverage | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issuable Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative, Loss on Derivative | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000 | ' | ' | ' | 93,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares, Issued | ' | ' | 32,106,373 | 32,106,373 | 32,106,373 | ' | 31,568,629 | 200,000,000 | ' | ' | 54,545 | ' | ' | ' | 170,540 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issuable Value Increased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent Warrants Maximum Share Issuable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 180,000 | ' | 180,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | 60,000 | 60,000 | 60,000 | 60,000 | 360,000 | 60,000 | ' |
Additional Common Stock Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,530 | ' | ' | ' | 4,787 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 275,813 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | ' | ' | 100,000 | 100,000 | ' | ' | 130,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Not Settleable In Cash Fair Value | ' | ' | 847,000 | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Not Settleable in Cash, Fair Value Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | $720,000 | ' | ' | $720,000 | ' | $990,000 | ' | ' | ' | ' | ' | ' | $990,399 | $1,092,022 | $990,399 | $1,092,022 | $1,615,835 | $831,806 | $1,335,363 | ' | $1,335,363 | ' | $1,796,427 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments Of Outstanding Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | 300,000 | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreements_with_Intracel_Detai
Agreements with Intracel (Details Textual) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Aug. 31, 2012 | Jun. 30, 2014 | Dec. 31, 2010 | Dec. 31, 2010 | Jun. 30, 2010 | Oct. 31, 2007 | Jun. 30, 2014 | Jun. 24, 2010 | Jun. 24, 2010 | Oct. 31, 2007 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Oct. 31, 2007 |
Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Assets Transfer Agreement [Member] | Assets Transfer Agreement [Member] | License Agreement Terms [Member] | License Agreement Terms [Member] | License Agreement Terms [Member] | License Agreement Terms [Member] | Trade Payable [Member] | Intracel Ltd [Member] | Intracel Ltd [Member] | Intracel Ltd [Member] | Stock Holder One [Member] | ||||
Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock And Series AA Preferred Stock [Member] | Officers and Directors [Member] | Series B Preferred Stock [Member] | |||||||||||
Agreement [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | 50.00% | 50.00% | ' | ' | 10.00% | ' | 20.00% | 10.00% | ' | 42.00% | 19.00% | 20.00% | 10.00% |
Liabilities Assumed | ' | ' | ' | ' | ' | ' | ' | $4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Settlement Liabilities, Current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000 | ' | ' | ' | ' |
Common Stock, Shares, Issued | 32,106,373 | 31,568,629 | 200,000,000 | ' | ' | ' | ' | ' | 1,506,750 | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Value, Issued | 3,211 | 3,157 | ' | ' | ' | ' | ' | ' | 984,000 | ' | ' | ' | ' | ' | ' | ' |
Equity, Fair Value Disclosure, Total | ' | ' | ' | ' | ' | ' | ' | ' | 4,450,000 | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Issued | 0 | 0 | ' | ' | ' | 10,973,612 | 3,452,766 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Value, Issued | $0 | $0 | ' | ' | ' | $63,100,000 | $16,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property Plant And Equipment Gross | $931,586 | $941,583 |
Less accumulated depreciation | -754,954 | -742,793 |
Property, Plant and Equipment, Net ,Total | 176,632 | 198,790 |
Machinery and equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property Plant And Equipment Gross | 880,001 | 903,964 |
Furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property Plant And Equipment Gross | 23,485 | 35,690 |
Computers and software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property Plant And Equipment Gross | $28,100 | $1,929 |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Depreciation | $13,436 | $6,329 | $22,940 | $13,865 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
GrossCarrying Amount | $84,603,800 | $84,603,800 |
Accumulated Amortization | 25,229,874 | 21,878,241 |
Intangible assets, net | 59,373,926 | 62,725,559 |
Intellectual Property [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
GrossCarrying Amount | 84,481,856 | 84,481,856 |
Accumulated Amortization | 25,141,701 | 21,792,439 |
Intangible assets, net | 59,340,155 | 62,689,417 |
Other Intangible Assets [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
GrossCarrying Amount | 121,944 | 121,944 |
Accumulated Amortization | 88,173 | 85,802 |
Intangible assets, net | $33,771 | $36,142 |
Intangible_Assets_Details_1
Intangible Assets (Details 1) (USD $) | Jun. 30, 2014 |
Finite-Lived Intangible Assets [Line Items] | ' |
2014 | $3,346,897 |
2015 | 6,698,530 |
2016 | 6,698,530 |
2017 | 6,698,530 |
2018 | 6,698,530 |
Thereafter | 29,232,909 |
Finite-Lived Intangible Assets, Net, Total | $59,373,926 |
Intangible_Assets_Details_Text
Intangible Assets (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Intellectual Property Purchase Price Description | ' | ' | 'The total purchase price for the Intellectual Property was ultimately determined based upon the estimated fair value of the Series B preferred stock representing a 50% stock ownership in the Company, the value of cash payments made of $450,000 and, obligations of Intracel assumed of $4 million. | ' |
Amortization of Intangible Assets | $1,700,000 | $1,700,000 | $3,351,633 | $3,351,632 |
Finite-Lived Intangible Assets, Remaining Amortization Period | ' | ' | '12 years 7 months 6 days | ' |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Short-term Debt [Line Items] | ' | ' |
Notes Payable, Current | $4,274,117 | $4,831,217 |
Organon Obligation [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Notes Payable, Current | 3,500,000 | 3,500,000 |
Abell Loan [Member] | ' | ' |
Short-term Debt [Line Items] | ' | ' |
Notes Payable, Current | $774,117 | $1,331,217 |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||||||||||||
Feb. 16, 2012 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Feb. 01, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jul. 31, 2014 | Jul. 01, 2014 | Jun. 01, 2014 | 1-May-14 | Mar. 01, 2014 | Feb. 01, 2014 | Apr. 30, 2013 | Jan. 31, 2014 | Feb. 01, 2014 | Oct. 31, 2007 | Sep. 30, 2007 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Oct. 31, 2008 | Oct. 31, 2007 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Oct. 26, 2011 | Feb. 16, 2012 | |
February Amendment [Member] | February Amendment [Member] | February Amendment [Member] | February Amendment [Member] | February Amendment [Member] | February Amendment [Member] | February Amendment [Member] | February Amendment [Member] | February Amendment [Member] | Seventh Amended and Restated Promissory Note [Member] | Seventh Amended and Restated Promissory Note [Member] | Organon Obligation [Member] | Organon Obligation [Member] | Organon Obligation [Member] | Organon Obligation [Member] | Organon Obligation [Member] | Organon Obligation [Member] | Organon Obligation [Member] | Organon Obligation [Member] | Abell Loan [Member] | Abell Loan [Member] | Abell Loan [Member] | Abell Loan [Member] | Abell Loan [Member] | Abell Loan [Member] | Abell Loan [Member] | Abell Loan [Member] | |||||||||
First Installment [Member] | Working Capital Loan [Member] | Additional Loan [Member] | |||||||||||||||||||||||||||||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,500,000 | $4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | $300,000 |
Debt Instrument, Periodic Payment, Principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Increase, Accrued Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Periodic Payment, Interest | ' | ' | ' | ' | 133,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Annual Principal Payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' |
Interest Paid, Total | ' | ' | ' | ' | 40,767 | 233,937 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000 | 35,000 | 70,000 | 70,000 | ' | ' | 16,500 | 36,000 | 38,000 | 72,039 | ' | ' | ' | ' |
Debt Instrument, Increase (Decrease), Net, Total | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class Of Warrants or Rights Issued | ' | 300,000 | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' |
Debt Instrument Interest Rate Increases, Due To Default | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Exercisable Details | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The number of shares into which the Abell Warrants are exercisable was revised with each amendment to the Abell Loan and is ultimately equal $1.1 million divided by 85% of the purchase price per share of stock sold in the Company’s next venture capital financing resulting in proceeds of not less than $35.0 million. | ' | ' | ' | ' | ' |
Debt Instrument, Fair Value Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 275,813 | ' | ' |
Contingent Warrants Maximum Share Issuable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | 60,000 | 60,000 | 60,000 | 60,000 | 360,000 | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance or Sale of Equity, Total | ' | ' | ' | ' | 2,405,000 | 2,632,836 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,693,135 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,038,957 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Jul-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Debt Equity Issuance | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Expense, Debt, Excluding Amortization | ' | ' | ' | ' | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date, Description | ' | ' | ' | ' | 'Effective January 1, 2014 the maturity date was extended to January 31, 2014. No costs or expenses were incurred by the Company in connection with the January amendment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Expense, Total | ' | $875,395 | ' | $71,791 | $1,728,280 | $137,021 | ' | ' | $800,000 | $1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Liabilities, Fair Value Disclosure, Recurring | $7,419,596 | $11,794,790 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 7,419,596 | 11,794,790 |
Abell Warrant [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 990,399 | 1,615,835 |
Abell Warrant [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Abell Warrant [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Abell Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 990,399 | 1,615,835 |
Round C Warrants [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 1,335,363 | 1,796,427 |
Round C Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Round C Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Round C Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 1,335,363 | 1,796,427 |
Bridge Loan [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 720,000 | 990,000 |
Bridge Loan [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Bridge Loan [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Bridge Loan [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 720,000 | 990,000 |
Abell Option [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 4,373,834 | 7,392,528 |
Abell Option [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Abell Option [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Abell Option [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | $4,373,834 | $7,392,528 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (USD $) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Abell Warrants [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Beginning Balance | $1,615,835 | $831,806 | $831,806 |
Issuance of securities | 37,529 | ' | 275,813 |
Fair value change included in earnings | -662,965 | ' | 508,216 |
Ending Balance | 990,399 | ' | 1,615,835 |
Round C Warrants [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Beginning Balance | 1,796,427 | 230,349 | 230,349 |
Issuance of securities | 669,445 | ' | 1,112,990 |
Fair value change included in earnings | -1,130,509 | -6,068 | 453,088 |
Ending Balance | 1,335,363 | ' | 1,796,427 |
Bridge Loan [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Beginning Balance | 990,000 | 1,528,500 | 1,528,500 |
Issuance of securities | -300,000 | -838,000 | -938,000 |
Fair value change included in earnings | 30,000 | ' | 399,500 |
Ending Balance | 720,000 | ' | 990,000 |
Abell Option [Member] | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' |
Beginning Balance | 7,392,528 | 0 | 0 |
Issuance of securities | 0 | ' | 5,954,545 |
Fair value change included in earnings | -3,018,694 | ' | 1,437,983 |
Ending Balance | $4,373,834 | ' | $7,392,528 |
Fair_Value_Measurements_Detail2
Fair Value Measurements (Details 2) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | $7,419,596 | $11,794,790 |
Round C Warrants [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 1,335,363 | 1,796,427 |
Bridge Loan [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 720,000 | 990,000 |
Abell Option [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 4,373,834 | 7,392,528 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 7,419,596 | 11,794,790 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings, Description | 'Unobservable | ' |
Fair Value, Inputs, Level 3 [Member] | Abell Warrants [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 990,399 | ' |
Fair Value Measurements, Valuation Techniques | 'Black -Scholes | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings, Description | 'Strike price | ' |
Fair Value, Inputs, Level 3 [Member] | Round C Warrants [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 1,335,363 | 1,796,427 |
Fair Value Measurements, Valuation Techniques | 'Black -Scholes | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings, Description | 'Strike price | ' |
Fair Value, Inputs, Level 3 [Member] | Bridge Loan [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | 720,000 | 990,000 |
Fair Value Measurements, Valuation Techniques | 'Present Value | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings, Description | 'Timing and amount of future cash flows | ' |
Fair Value, Inputs, Level 3 [Member] | Abell Option [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Liabilities, Fair Value Disclosure, Recurring | $4,373,834 | $7,392,528 |
Fair Value Measurements, Valuation Techniques | 'Black -Scholes | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings, Description | 'Strike price | ' |
Fair_Value_Measurements_Detail3
Fair Value Measurements (Details 3) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Stock price | $5.35 | ' |
Abell Warrants [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Volatility | 85.00% | 80.00% |
Exercise price | $4.55 | $4.68 |
Stock price | $4.68 | $5.75 |
Risk free interest rate | 2.53% | ' |
Dividend yield | 0.00% | 0.00% |
Expected life (in years) | '10 years | '10 years |
Round C Warrants [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Volatility | 85.00% | 80.00% |
Exercise price | $5.88 | $6.05 |
Stock price | $4.68 | $5.75 |
Dividend yield | 0.00% | 0.00% |
Maximum [Member] | Abell Warrants [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Risk free interest rate | ' | 2.45% |
Maximum [Member] | Round C Warrants [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Risk free interest rate | 1.62% | 1.41% |
Expected life (in years) | '5 years | '5 years |
Minimum [Member] | Abell Warrants [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Risk free interest rate | ' | 2.24% |
Minimum [Member] | Round C Warrants [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Risk free interest rate | 0.97% | 1.16% |
Expected life (in years) | '3 years 3 months 18 days | '4 years 3 months 18 days |
Fair_Value_Measurements_Detail4
Fair Value Measurements (Details Textual) (USD $) | 6 Months Ended | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 | Jan. 16, 2013 |
Shares Issued, Price Per Share | $4.68 | $7.91 | $5.50 |
Discounted Share Price Per Share | $4.40 | ' | $4.40 |
Investment Owned, Face Amount | ' | ' | $5 |
Yielded Number Of Shares | 1,136,364 | 934,580 | ' |
Expected Venture Capital Financing Price Per Share | $5.35 | ' | ' |
Redeemable_Preferred_Stock_and1
Redeemable Preferred Stock and Stockholders' Equity (Details Textual) (USD $) | 6 Months Ended | 12 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | ||||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2012 | Jan. 01, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 01, 2012 | Oct. 24, 2011 | Aug. 31, 2012 | Jan. 01, 2011 | Dec. 31, 2010 | Aug. 01, 2012 | Jan. 01, 2011 | Dec. 31, 2010 | |
Placement Agent [Member] | Placement Agent Warrants [Member] | Placement Agent Warrants [Member] | Kodiak [Member] | Bridge Loan 2012 [Member] | Bridge Loan 2013 [Member] | Round C Warrants [Member] | Round C Warrants [Member] | Round C Warrants [Member] | Round C Warrants [Member] | Round C Stock [Member] | Round C Stock [Member] | Round C Stock [Member] | Round C Stock And Round C Warrants [Member] | Round C Stock And Round C Warrants [Member] | Series AA preferred Stock [Member] | Series AA preferred Stock [Member] | Series AA preferred Stock [Member] | Series AA preferred Stock [Member] | Series AA preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||||
Bridge Loan 2013 [Member] | Bridge Loan 2013 [Member] | |||||||||||||||||||||||||||||
Common Stock, Shares Authorized | 200,000,000 | ' | 200,000,000 | ' | ' | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | ' | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | 50,000,000 | ' | 50,000,000 | ' | 50,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 123,015 | ' | 15,000,000 | 15,000,000 | ' | 35,000,000 | 35,000,000 |
Preferred Stock, Par or Stated Value Per Share | $0.00 | ' | $0.00 | ' | ' | ' | $9.08 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | $9.08 | ' | $0.00 | ' |
Conversion of Stock, Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 764,578 | ' | ' | ' | ' | 1,507,666 | ' | ' | ' | ' | 16,656,082 | ' | ' |
Common Stock, Shares, Issued | 32,106,373 | ' | 31,568,629 | ' | 200,000,000 | ' | ' | ' | 5,600,000 | ' | 236,364 | 54,545 | ' | ' | ' | 30,860 | ' | ' | 167,273 | 170,540 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable Noncontrolling Interest, Equity, Common, Fair Value | ' | ' | ' | $1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Paid in Capital, Total | 147,784,620 | ' | 143,920,855 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 169,729 | ' | 4,205,105 | 920,002 | 937,970 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 229,368 | 9,258 | 51,159 | ' | ' | ' | ' | 50,181 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock | ' | 2,000,000 | 751,561 | 133,624 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | 3,253,316 | 725,757 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Issuance of Common Stock Warrants | ' | ' | 926,581 | 36,105 | ' | ' | ' | ' | 30,800,000 | ' | ' | ' | 186,409 | ' | ' | 194,245 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Preferred Stock and Preference Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' |
Anti-Dilution Protection Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The Company filed a Form S-1 Registration Statement with the SEC, which became effective on October 31, 2013. The Effectiveness Date Market Price of Vaccinogen stock as of that date was $5.35. Pursuant to the protection provided to subscribers prior to October 31, 2013, 27,213 adjustment shares were issued. All subscriptions subsequent to the October 31, 2013 effective date through December 31, 2013 have been issued adjustment shares, totaling 31,811 and 14,691 adjustment shares issued for the six months ended June 30, 2014. All of the adjustment shares are included in the calculation of total shares issued or outstanding for the periods ended June 30, 2014 and December 31, 2013 | ' | ' | 'if the market price of the Company’s common stock on the effective date of the Company’s first S-1 registration statement filed with the SEC (the “Effectiveness Date Market Price”) is less than $5.50 per share, then the Company will issue to each subscriber additional shares of common stock. The number of shares issued would equal the difference between a) the number of shares that would have been issued if the price per unit was equal to the greater of the Effectiveness Date Market Price or $5.00 and b) the number of shares originally issued to the subscriber. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of Stock Issuance Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,000 | ' | ' | ' | ' | ' | ' |
Share Price | $5.35 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Shares Prior To Antidilution Protection | 27,213 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Shares After Antidilution Protection | 14,691 | ' | 31,811 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Adjusted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,465 | 4,787 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for Commissions | ' | ' | ' | ' | ' | ' | ' | $14,542 | ' | $10,746 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (Warrant Activity [Member], USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Warrant Activity [Member] | ' | ' |
Shares | ' | ' |
Balance, beginning of year | 785,575 | 785,575 |
Granted | 35,000 | 0 |
Balance, end of year | 820,575 | 785,575 |
Weighted Average Fair Value | ' | ' |
Balance, beginning of year | $1.48 | $1.48 |
Granted | $4.22 | $0 |
Balance, end of year | $1.72 | $1.48 |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 1) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants Outstanding, Shares | 820,575 |
Exercise Price 1.00 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants Outstanding, Shares | 705,575 |
Warrants Outstanding, Weighted Average remaining life | '6 months 18 days |
Warrants Outstanding, Weighted Average Exercise Price | 1 |
Exercise Price 5.50 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants Outstanding, Shares | 80,000 |
Warrants Outstanding, Weighted Average remaining life | '3 years 2 months 26 days |
Warrants Outstanding, Weighted Average Exercise Price | 5.5 |
Exercise Price 7.50 [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants Outstanding, Shares | 35,000 |
Warrants Outstanding, Weighted Average remaining life | '4 years 9 months 4 days |
Warrants Outstanding, Weighted Average Exercise Price | 7.5 |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | '6 years 11 months 16 days | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $342,000 | ' | $342,000 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | '3 years | ' |
Share-based Compensation, Total | 11,066 | 6,748 | 33,669 | 6,748 |
General and Administrative Expense, Total | 986,842 | 1,042,931 | 1,694,768 | 7,972,691 |
Research and Development Expense, Total | 2,102,699 | 2,116,484 | 4,122,828 | 4,189,668 |
Employee Stock Option [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
General and Administrative Expense, Total | 4,777 | 1,223 | 9,554 | 1,223 |
Research and Development Expense, Total | 6,289 | 5,525 | 24,115 | 5,525 |
Warrant [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Issuance of Stock and Warrants for Services or Claims | ' | ' | 820,575 | 785,575 |
Maximum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | ' | ' | '7 years 6 months | ' |
Maximum [Member] | Warrant [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Warrants Outstanding, Weighted Average ExercisePrice | $7.50 | ' | $7.50 | ' |
Minimum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | ' | ' | '2 years 6 months | ' |
Minimum [Member] | Warrant [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Warrants Outstanding, Weighted Average ExercisePrice | $1 | ' | $1 | ' |
Restricted Stock [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $430,000 | $350,000 | $430,000 | $350,000 |
Share Based Compensation Arrangement By Share Based Payment Award Non vested Options Outstanding Number | ' | ' | 134,278 | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Textual) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2011 | Dec. 31, 2010 | |
USD ($) | USD ($) | USD ($) | USD ($) | EUR (€) | EUR (€) | |
Operating Leases, Rent Expense | $42,000 | $39,000 | $83,000 | $80,500 | ' | ' |
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | 61,811 | ' | 61,811 | ' | ' | ' |
Operating Leases, Future Minimum Payments, Due in Two Years | 20,968 | ' | 20,968 | ' | ' | ' |
Operating Leases, Future Minimum Payments Due, Total | 82,779 | ' | 82,779 | ' | ' | ' |
Loss Contingency, Estimate of Possible Loss | 150,000 | ' | 150,000 | ' | ' | ' |
Loss Contingency, Accrual, Current | 75,000 | ' | 75,000 | ' | ' | ' |
Value Added Tax Payable | $90,000 | ' | $90,000 | ' | € 65,666 | € 65,666 |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | Jun. 30, 2014 | Apr. 30, 2014 |
Due to Related Parties | ' | $20,000 |
Loans and Leases Receivable, Related Parties | $10,000 | ' |
Supplemental_Disclosure_of_Cas1
Supplemental Disclosure of Cash Flow Information (Details Textual) (USD $) | 6 Months Ended | 12 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 1 Months Ended | |||||||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2012 | Jan. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-13 | Jun. 30, 2014 | 31-May-13 | Jan. 31, 2014 | |
Round C Warrants [Member] | Round C Warrants [Member] | Round C Warrants [Member] | Round C Warrants [Member] | Round C Warrants [Member] | Round C Warrants [Member] | Round C Common Stock [Member] | Bridge Loan 2012 [Member] | Bridge Loan 2012 [Member] | ||||||
Interest Paid, Total | $40,767 | $233,937 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued To Purchase Of Common Stock | 139,184 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Paid In Capital Common Stock And Warrants | 2,500,000 | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Paid In Capital Common Stock And Warrants, Share | ' | 478,697 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 463,963 | ' | ' |
Class Of Warrant Or Right Number Of Securities Called By Warrants Or Rights adjustment Shares | ' | 143,607 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,033 | ' | ' |
Proceeds from Issuance of Common Stock | ' | 2,000,000 | 751,561 | 133,624 | ' | ' | ' | 600,000 | 3,253,316 | 725,757 | ' | 1,900,000 | ' | ' |
Proceeds from Issuance of Warrants | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 45,705 | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | $6.05 | ' | ' | ' | ' | $6.05 | ' | ' | ' |
Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 838,000 | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 152,359 | ' |
Common Stock, Value, Issued | $3,211 | ' | $3,157 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $300,000 |
Common Stock, Shares, Issued | 32,106,373 | ' | 31,568,629 | ' | 200,000,000 | ' | ' | ' | ' | 30,860 | ' | ' | ' | 54,545 |
Debt Instrument, Convertible, Number of Equity Instruments | ' | ' | ' | ' | ' | 16,363 | ' | ' | ' | ' | ' | ' | ' | ' |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 | 31-May-13 | Jul. 31, 2014 |
Round C Warrants [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | 45,705 | 15,190 |
Additional Paid In Capital Common Stock And Warrants | $2,500,000 | $2,600,000 | ' | $274,000 |
Common Stock Adjustment Shares | ' | 143,607 | ' | 1,424 |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | 50,636 |