Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 06, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | VACCINOGEN INC | |
Entity Central Index Key | 1,453,001 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | VGEN | |
Entity Common Stock, Shares Outstanding | 37,321,078 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 445,821 | $ 3,040,942 |
Restricted cash | 36,751 | 39,563 |
Inventory | 97,750 | 99,250 |
Prepaid expenses and other current assets | 761,860 | 2,910,476 |
Total Current Assets | 1,342,182 | 6,090,231 |
Long-Term Assets | ||
Prepaid income taxes | 5,980,486 | 8,575,810 |
Property and equipment, net | 418,240 | 393,046 |
Intangible assets, net | 50,995,384 | 56,022,289 |
Total Long-Term Assets | 57,394,110 | 64,991,145 |
Total Assets | 58,736,292 | 71,081,376 |
Current Liabilities | ||
Accounts payable | 3,873,932 | 2,709,551 |
Financial instruments | 1,957,549 | 1,798,184 |
Accrued compensation | 731,344 | 653,294 |
Accrued expenses and other liabilities | 886,258 | 374,106 |
Notes Payable | 800,000 | 0 |
Obligation under capital lease - current portion | 4,254 | 0 |
Total Current Liabilities | 8,253,337 | 5,535,135 |
Long-Term Liabilities | ||
Income tax payable | 6,704,486 | 8,814,027 |
Notes payable | 3,000,000 | 3,000,000 |
Accrued interest | 950,000 | 856,666 |
Deferred rent | 65,476 | 0 |
Obligation under capital lease | 35,745 | 0 |
Total Long-Term Liabilities | 10,755,707 | 12,670,693 |
Total Liabilities | $ 19,009,044 | $ 18,205,828 |
Commitments and Contingencies | ||
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; 37,081,078 and 34,962,172 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 3,708 | 3,496 |
Additional paid-in capital | 176,411,921 | 164,844,066 |
Accumulated deficit | (136,549,616) | (111,806,126) |
Accumulated other comprehensive loss | (138,765) | (165,888) |
Total Stockholders' Equity | 39,727,248 | 52,875,548 |
Total Liabilities and Stockholders' Equity | $ 58,736,292 | $ 71,081,376 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
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) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 37,081,078 | 34,962,172 |
Common Stock, Shares, Outstanding | 37,081,078 | 34,962,172 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Expenses: | ||||
Research and development | 5,715,380 | 2,698,152 | 12,093,649 | 6,820,980 |
General and administrative expenses | 2,588,823 | 1,702,609 | 11,937,440 | 3,397,378 |
Total Operating Expenses | 8,304,203 | 4,400,761 | 24,031,089 | 10,218,358 |
Loss From Operations | (8,304,203) | (4,400,761) | (24,031,089) | (10,218,358) |
Gain on Financial Instruments | 613,986 | 1,772,196 | 244,968 | 6,516,834 |
Interest Expense & Other Expenses | (247,351) | (229,528) | (504,073) | (1,957,806) |
Net Loss before Income Taxes | (7,937,568) | (2,858,093) | (24,290,194) | (5,659,330) |
Provisions for income taxes | (166,773) | 0 | (453,296) | 0 |
Net loss available to commmon stockholders | $ (8,104,341) | $ (2,858,093) | $ (24,743,490) | $ (5,659,330) |
Net loss per common share | ||||
Basic (in dollars per share) | $ (0.22) | $ (0.09) | $ (0.69) | $ (0.18) |
Diluted (in dollars per share) | $ (0.22) | $ (0.14) | $ (0.69) | $ (0.38) |
Weighted average shares outstanding | ||||
Basic (in shares) | 36,943,343 | 32,959,051 | 36,056,358 | 32,127,883 |
Diluted (in shares) | 36,943,343 | 32,959,051 | 36,056,358 | 32,127,883 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Comprehensive Loss | ||||
Net loss | $ (8,104,341) | $ (2,858,093) | $ (24,743,490) | $ (5,659,330) |
Foreign currency translation adjustments | 82,593 | (11,432) | 27,123 | (8,399) |
Total Comprehensive Loss | $ (8,021,748) | $ (2,869,525) | $ (24,716,367) | $ (5,667,729) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Changes in Stockholders' Equity - 9 months ended Sep. 30, 2015 - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Balance at Dec. 31, 2014 | $ 52,875,548 | $ 3,496 | $ 164,844,066 | $ (111,806,126) | $ (165,888) |
Balance (in shares) at Dec. 31, 2014 | 34,962,172 | ||||
Issuance of common stock for cash | 4,245,669 | $ 94 | 4,245,575 | 0 | 0 |
Issuance of common stock for cash (in shares) | 934,580 | ||||
Stock-based compensation | 6,539,995 | $ 118 | 6,539,877 | 0 | 0 |
Stock-based compensation (in shares) | 1,184,326 | ||||
Service-based warrants | 782,403 | $ 0 | 782,403 | 0 | 0 |
Other comprehensive income | 27,123 | 0 | 0 | 0 | 27,123 |
Net loss | (24,743,490) | 0 | 0 | (24,743,490) | 0 |
Balance at Sep. 30, 2015 | $ 39,727,248 | $ 3,708 | $ 176,411,921 | $ (136,549,616) | $ (138,765) |
Balance (in shares) at Sep. 30, 2015 | 37,081,078 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows From Operating Activities | ||
Net loss | $ (24,743,490) | $ (5,659,330) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 88,174 | 36,823 |
Amortization of intangible assets | 5,026,905 | 5,027,451 |
Gain on financial instruments | (244,968) | (6,516,834) |
Stock based compensation | 6,539,995 | 54,159 |
Warrants issued for services | 782,403 | 147,630 |
Non-cash interest expense | 0 | 1,818,642 |
Changes in operating assets and liabilities, net: | ||
Accrued interest | 103,333 | 95,818 |
Prepaid income taxes | 2,595,324 | 0 |
Income tax payable | (2,109,541) | 0 |
Restricted cash | 2,812 | (133) |
Inventory | 1,500 | 0 |
Prepaid expenses and other assets | 2,148,622 | (1,751,887) |
Accounts payable and accrued expenses and other liabilities | 1,744,580 | (1,853,291) |
Deferred Rent | 65,476 | 0 |
Net Cash Used In Operating Activities | (7,998,875) | (8,600,952) |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | (109,819) | (10,213) |
Net Cash Used In Investing Activities | (109,819) | (10,213) |
Cash Flows From Financing Activities | ||
Proceeds from issuance of common stock and warrants, net of issuance costs | 4,650,000 | 12,458,880 |
Proceeds from issuance of notes payable | 800,000 | 0 |
Repayments of related party notes payable | 0 | (54,099) |
Repayments of Abell Loan and Bridge Loan | 0 | (1,331,218) |
Net Cash Provided by Financing Activities | 5,450,000 | 11,073,563 |
Impact of foreign currency translation on cash and cash equivalents | 63,573 | 53,089 |
Net (Decrease) Increase in Cash and Cash Equivalents | (2,595,121) | 2,515,487 |
Cash and Cash Equivalents, beginning of period | 3,040,942 | 73,096 |
Cash and Cash Equivalents, end of period | 445,821 | 2,588,583 |
Supplemental Disclosure of Non-Cash Information: | ||
Purchase of property and equipment under capital lease | $ 43,000 | $ 0 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2015 | |
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 Baltimore, 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). During September 2014, three new wholly-owned entities were formed by Vaccinogen, Inc. The three entities are Vaccinogen (US) R&D, Inc. a Delaware corporation; Vaccinogen International Partners, Ltd. a Bermuda partnership and Vaccinogen Bermuda, Ltd., a Bermuda company. During January 2015, one new wholly-owned entity, Vaccinogen Ireland R&D Company, Limited was established in Ireland. The purpose of the entities is to facilitate the global commercialization of OncoVAX® and other products as they are developed and marketed by the Company. |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2015 | |
Going Concern [Abstract] | |
Going Concern [Text Block] | 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 September 30, 2015, the Company had an accumulated deficit of approximately $ 136.5 6.9 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 unaudited condensed 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. Since January 28, 2015 and as of November 12, 2015, no additional funding has been received except for an $ 800,000 240,000 2.50 600,000 The Company incurred significant operating losses and negative cash flows since inception. The Company does not expect to be profitable in the next several years, but rather expects to incur additional operating losses. The Company has limited liquidity and capital resources and must obtain significant additional capital resources in order to sustain its product development efforts, for its phase IIIb clinical trial, pursuit of regulatory approvals, acquisition of capital equipment, costs to maintain office and manufacturing facilities, for general and administrative expenses and other working capital requirements. The Company relies on cash balances, the proceeds from the offering of its securities and debt financing to fund its operations. As of September 30, 2015, the Company had approximately $ 0.4 1,000,000 incurrence and payment of expenses reduces the monthly cash requirements to 800,000 The Company has recurring losses and negative cash flows from operating activities and has significant future commitments and as a result substantial doubt exists regarding its ability to remain in operation at its current level without additional debt or equity financing. The report of BDO USA, LLP, the Company’s independent registered accounting firm, with respect to the Company’s audited consolidated financial statements at December 31, 2014 contains an explanatory paragraph as to the Company’s potential inability to continue as a going concern. Additionally, this may adversely affect the Company’s ability to obtain new financing on reasonable terms or at all. In April 2014, the Company entered into a binding agreement (as amended in August 2014, the “TIS Agreement”) with a Stockholm-based investor group known as The Investment Syndicate (“TIS”) under which TIS members agreed to purchase up to $ 80 20 60 The lead TIS representative continues to indicate the desire of an existing TIS member to meet the funding obligations of TIS. Nevertheless, management has significant doubt that the existing TIS member will be able to meet the TIS funding obligations in the manner and timeframe required to address the Company’s capital needs. As previously disclosed, the TIS representative has informed the Company that the timing of the TIS funding expected to be led by such TIS member continues to be dependent upon funds the TIS member expects to receive from a third party relating to investments made and services provided by the TIS member. Given the continued and substantial delays in receiving funds from TIS, Company management is operating under the assumption that funding from this source will not be received in a manner needed to address the Company’s current capital needs and the Company will have to find other sources of funding. The Company is currently in discussions with other parties considering debt and equity financings. One potential source of equity financing would be made pursuant to the terms of the TIS Agreement. The Company, TIS and the potential investor have been in discussions regarding a possible investment since July 2015 and such potential investor has expressed an interest in investing $ 40 Company management is working to secure such funding but can provide no assurances that such funding will be completed. In addition, the Company is also seeking other sources of funding, including other sources of equity financing and long-term and short-term debt financing. Concurrent with the above-referenced potential equity financing through the TIS Agreement, the Company is engaged in discussions with investment banks, other intermediaries and direct possible sources of additional equity financing and long-term and short-term debt financing. The above referenced equity and debt financing opportunities might not be available to the Company when needed, on acceptable terms, or at all. If the Company is unable to obtain additional financing in sufficient amounts or on acceptable terms under such circumstances, it will not be able to continue its operations. The Company does not currently have sufficient capital to fund its operations beyond November 30, 2015. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 3. Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements as of September 30, 2015 and for the three and nine months ended September 30, 2015 and 2014, respectively, include the accounts of Vaccinogen, Inc. and its subsidiaries and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, omit or condense certain disclosures and other information required under accounting principles generally accepted in the United States of America (“US GAAP”) for complete financial statements. These unaudited condensed consolidated financial statements therefore should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2014, filed with the SEC on April 15, 2015. 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 nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements include the accounts of Vaccinogen, Inc. and its wholly-owned subsidiaries, Vaccinogen BV (a company incorporated in the Netherlands); Vaccinogen (US) R&D, Inc.; Vaccinogen International Partners, LP; Vaccinogen Bermuda, Ltd.; and Vaccinogen Ireland R&D Company, Ltd. All intercompany balances and transactions have been eliminated in consolidation. In September 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern The preparation of unaudited condensed consolidated financial statements in conformity with US GAAP 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. 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 represents monies pledged by the Company’s foreign subsidiary in the Netherlands for a lease obligation related to its manufacturing facility and to the Dutch government as required for companies with irradiator equipment. 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 of America and the Netherlands. Cash and cash equivalents in the United States of America are maintained at financial institutions and, at times, balances may exceed federally insured limits. All noninterest bearing cash balances were fully insured to $ 250,000 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 The Company has not experienced any losses with respect to cash and cash equivalents. 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. Machinery and equipment 3 5 Automobile 3 5 Furniture and fixtures 5 Computers and software 3 Leasehold Improvements Shorter of lease term or useful life 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 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 12.7 The Company accounts for the impairment of long-lived assets in accordance with Accounting Standards Codification (ASC) No. 360, Property, Plant and Equipment Leases in which the Company assumes all the risks and rewards of ownership are classified as capital leases. Assets acquired under capital lease are stated at the amount equal to the lower of their fair value or the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation. Depreciation of assets acquired under capital leases is computed using the straight-line method over the shorter of the life of the contract for which the asset was purchased or the lease term. 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 in which they occur. The resulting translation adjustments are reflected in other comprehensive loss. 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 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. 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 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-Merton 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. The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes As of September 30, 2015 and December 31, 2014 the Company recorded a valuation allowance equal to the full recorded amount of the Company's net deferred tax assets since it is more likely than not that such benefits will not be realized. The valuation allowance is reviewed quarterly and is maintained until sufficient positive evidence exists to support its reversal. As required under ASC 740-270, Interim Financial Reporting 0.2 0.5 The tax effect of an uncertain tax position is 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 a greater than 50% likelihood of being realized. As of September 30, 2015 and December 31, 2014, the recorded liability for uncertain tax positions under the measurement criteria of ASC 740, Income Taxes 6.7 8.8 2.1 2.4 60,000 30,000 0.2 0.7 2.9 60,000 0.5 0 It is the Company's accounting policy to account for ASC 740-10 related penalties and interest in income tax payable and does not include it in the provision for income taxes in the unaudited condensed consolidated statements of operations. The Company has identified its U.S. Consolidated Federal income tax return, its Maryland state return and its Netherlands corporate income tax returns as its major tax jurisdictions. Tax returns for fiscal years 2007 and forward are open for examination. Warrants and Options 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 agreed to issue 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”). Between January 2013 and August 2014, the maturity of the Abell Loan was extended on various occasions and additional warrants were issued. 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 promissory note was paid in full on August 25, 2014 and Abell released its security interest in the Company’s assets. 10 As of September 30, 2015 and December 31, 2014, the estimated fair value of the Abell Warrants was $ 472,959 438,537 91,300 The Company recorded a gain of $ 271,152 896,588 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 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 Round C Warrants From October 2012 through March 2015, the Company issued to certain investors warrants for common stock of the Company (the “Round C Warrants”). Round C Warrants to acquire 1,602,974 318,182 156,910 6.05 5 As of September 30, 2015 and December 31, 2014, the estimated fair value of the Round C Warrants was $ 1,484,590 1,359,647 522,686 279,390 The Company recorded gains of $ 295,434 1,425,943 Net Loss Per Share Basic loss per share is determined by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Nine months ended September 30, 2015 2014 Stock Options 1,789,124 137,000 Abell Investment Option 909,091 934,579 Convertible debt - 142,857 Restricted stock awards 845,031 134,278 Warrants 5,077,247 4,440,883 Dilutive 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. Three months ended September 30, 2015 Weighted Loss Average Per Net Loss Shares Share Basic loss per share $ (8,104,341) 36,943,343 $ (0.22) Gain on derivatives - Dilutive loss per share $ (8,104,341) 36,943,343 $ (0.22) Three months ended September 30, 2014 Weighted Loss Average Per Net Loss Shares Share Basic loss per share $ (2,858,093) 32,959,051 $ (0.09) Gain on derivatives (1,772,196) Dilutive loss per share $ (4,630,289) 32,959,051 $ (0.14) Nine months ended September 30, 2015 Weighted Loss Average Per Net Loss Shares Share Basic loss per share $ (24,743,490) 36,056,358 $ (0.69) Loss on derivatives - Dilutive loss per share $ (24,743,490) 36,056,358 $ (0.69) Nine months ended September 30, 2014 Weighted Loss Average Per Net Loss Shares Share Basic loss per share $ (5,659,330) 32,127,883 $ (0.18) Gain on derivatives (6,516,834) Dilutive loss per share $ (12,176,164) 32,127,883 $ (0.38) |
Agreements with Intracel
Agreements with Intracel | 9 Months Ended |
Sep. 30, 2015 | |
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 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 4.0 3.0 450,000 10 In connection with the License Agreement, the Company issued 1,506,750 984,000 4,450,000 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 20 The terms and conditions of the Series B preferred stock provided Intracel with anti-dilution rights with respect to its 20 50 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 Research and Development In June 2010, in connection with the Asset Transfer Agreement, the Company issued 3,452,766 16.8 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 The Company did not meet the Series B Milestones and consequently, in December 2010, was required to increase Intracel’s total ownership interest in the Company to 50 In December 2010, the Company issued 10,973,612 63.1 All shares of Series B Preferred Stock were converted to common stock in 2012. In September 2015 Intracel Holdings distributed its approximately 37 550,444 As of September 30, 2015 Intracel directly owns approximately 1.5 40 In connection with the Asset Transfer Agreement, the Company entered into an Amendment to License Agreement (the “License Amendment”, and together with the License Agreement, the “Amended License Agreement”) upon which significant terms of the License Agreement were terminated except the provision for royalties on future sales and the Company agreed to certain additional licensing payments. Generally, the royalty provisions on future sales includes an agreement to pay Intracel a running royalty on net sales of the OncoVAX® Program vaccine and related products according to the following schedule: (x) 3% of net sales on the first $350 million of net sales occurring in a calendar year 4% of that portion of net sales in the calendar year in excess of $350 million and up to and including $750 million 5% of that portion of net sales in the calendar year in excess of $750 million agreed to pay Intracel 25% of any and all compensation received by the Company in consideration for licensing In consideration of the asset transfer, the Company also agreed to assume all of Intracel’s obligations to Organon. The liabilities due to Organon assumed by the Company were (A) the remaining $ 3.5 4 500,000 3.0 1 10% of the net sales of OncoVAX® until the $3.0 million (and accrued interest) settlement payment is paid and (2) 3% for five years thereafter. In connection with funding $ 80,000,000 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 5. Property and Equipment Property and equipment consisted of the following: Period ended September 30, 2015 December 31, 2014 Machinery and equipment $ 741,137 $ 740,042 Automobile 65,524 - Leasehold improvements 264,418 258,505 Furniture and fixtures 74,604 31,764 Computers and software 109,596 119,473 1,255,279 1,149,784 Less accumulated depreciation (837,039) (756,738) $ 418,240 $ 393,046 Depreciation expense was $ 31,089 88,174 13,883 36,823 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
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. Gross Accumulated Net Carrying Amount Amortization Amount Intellectual Property $ 84,481,856 $ (33,514,866) $ 50,966,990 Other Intangible Assets 121,944 (93,550) 28,394 $ 84,603,800 $ (33,608,416) $ 50,995,384 Intangible assets by major asset class were as follows at December 31, 2014: Gross Accumulated Net Carrying Amount Amortization Amount Intellectual Property $ 84,481,856 $ (28,490,967) $ 55,990,889 Other Intangible Assets 121,944 (90,544) 31,400 $ 84,603,800 $ (28,581,511) $ 56,022,289 The amortization expense for intangible assets was approximately $ 1.7 5.0 12.6 Years ending December 31, 2015 $ 1,675,611 2016 6,702,449 2017 6,702,449 2018 6,702,449 2019 6,702,449 Thereafter 22,509,977 $ 50,995,384 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2015 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expense And Other Assets Current [Text Block] | 7. Prepaid Expenses and Other Current Assets September 30, 2015 December 31, 2014 Prepaid Clinical Trial expense $ 301,646 $ 2,477,571 Prepaid Other 460,214 432,905 $ 761,860 $ 2,910,476 On September 10, 2014, we entered into a Master Services Agreement with RxTrials, Inc. d/b/a OnPoint CRO (“RxTrials”), as amended by the First Amendment to the Master Services Agreement, dated January 16, 2015 (the “MSA”), pursuant to which we retained RxTrials to provide site selection, clinical operations, project management and trial enrollment for our OncoVAX® Study for patients with stage II colon cancer. The MSA was filed as an exhibit to our current report on Form 8-K filed on September 16, 2014 and is herein incorporated by reference; the description of the MSA contained in this current report is qualified in its entirety by reference to the full text of the MSA. On September 14, 2015 and September 30, 2015, the Company received two letters regarding the purported suspension and termination of the MSA. This information was made available by Form 8-K filed October 6, 2015 and Amendment No. 1 on Form 8-K/A filed October 28, 2015, both of which are herein incorporated by reference. The value of RxTrials’ estimated labor fees under the MSA at signing was approximately $ 10.3 350,000 125,000 The termination provisions of the MSA provided that it would continue in force until the earlier of (i) seven years; (ii) the date on which all services under the MSA were completed, or (iii) when otherwise terminated by the parties pursuant thereto; either party could terminate the MSA without cause by providing 90 days’ written notice to the other. The termination did not result in any penalty. The Company wrote-off $ 2,401,000 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2015 | |
Notes Payable [Abstract] | |
Short-term Debt [Text Block] | 8. Notes Payable Organon Note Notes payable under noncurrent liabilities at September 30, 2015 and December 31, 2014 represent amounts owed to Organon, currently owned by Merck & Co, Inc., an entity that manufactures a key component used with the OncoVAX® technology. In 2007, in conjunction with the Agreement with Intracel, the Company assumed $ 4.0 500,000 3.5 500,000 1.0 4.0 30,000 93,000 35,000 70,000 While the Company did not pay the $ 500,000 500,000 140,000 Dolphin Note Notes payable under current liabilities represents a loan obtained on 800,000 9 10,000 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 9. 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 and the Round C Warrants. This fair value guidance also applies to the disclosure of the fair value of financial instruments not otherwise recorded in the Company’s unaudited condensed consolidated balance sheets at fair value. September 30, 2015 Description Total Level 1 Level 2 Level 3 Abell Warrants $ 472,959 $ - $ - $ 472,959 Round C Warrants 1,484,590 - - 1,484,590 $ 1,957,549 $ - $ - $ 1,957,549 December 31, 2014 Description Total Level 1 Level 2 Level 3 Abell Warrants $ 438,537 $ - $ - $ 438,537 Round C Warrants 1,359,647 - - 1,359,647 $ 1,798,184 $ - $ - $ 1,798,184 Abell Round C Warrants Warrants Balance, January 1, 2015 $ 438,537 $ 1,359,647 Issuance of securities - 404,333 Change in fair value included in earnings 34,422 (279,390) Balance, September 30, 2015 $ 472,959 $ 1,484,590 Warrants Warrants Loan Option Balance, January 1, 2014 $ 1,615,835 $ 1,796,427 $ 990,000 $ 7,392,528 Issuance of securities 37,529 2,025,313 - - Repayment/extinguishment of debt - - (1,100,000) (3,168,224) Change in fair value included in earnings (1,214,827) (2,462,093) 110,000 (4,224,304) Balance, December 31, 2014 $ 438,537 $ 1,359,647 $ - $ - Quantitative Information Range Principal Valuation Unobservable (Weighted Description Fair Value Techniques Inputs Average) Abell Warrants $ 472,959 Black-Scholes-Merton Strike price N/A Round C Warrants $ 1,484,590 Black-Scholes-Merton Strike price N/A 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-Merton option pricing model was utilized in the valuation of both the Abell Warrants and the Round C Warrants. Abell Warrants Round C Warrants Nine months ended September 30, 2015 2014 2015 2014 Volatility 93 % 80 % 74% - 87 % 80 % Exercise price $ 4.55 $ 4.55 $ 5.90 $ 5.48 Stock price at September 30 $ 2.37 $ 3.50 $ 2.37 $ 3.50 Risk free interest rate 2.06 % 2.52 % 0.64% - 1.22 % 1.02% - 1.78 % Dividend yield 0 % 0 % 0 % 0 % Expected life 10 10 2.07 - 4.33 3.1 -5.0 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-Merton 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. 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 valuation models would result in changes in the fair value of the Abell Warrants and the Round C Warrants. 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 Organon Obligation approximates its carrying value as the repayment schedule is contingent on future events, which are indeterminable. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 10. Stockholders’ Equity 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. 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. 5.35 27,213 25,489 The Company closed the Round C Private Placement Offering of $ 30,800,000 5,600,000 Other Common Stock Issuances On October 30, 2015, by the Unanimous Consent of Directors the Board of Directors (“BOD”) authorized the issuance of up to $ 3,000,000 2.50 240,000 600,000 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 11. Stock-Based Compensation Restricted Stock For the service period of August 2010 through August 2014, the Company authorized 179,969 179,969 179,969 179,969 The Company records compensation expense for the award of restricted stock based upon the awards’ fair value determined as the difference in the estimated fair value of the Company’s common stock and the price paid by the recipient, if any, generally on the date of grant. The fair value of restricted stock awards is recognized as compensation expense over the service period which is generally the same as the vesting period. The following table summarizes activity related to restricted stock awards for the nine months ended September 30, 2015 and 2014. Nine months ended September 30, 2015 2014 Shares Weighted Average Fair Value Shares Weighted Average Fair Value Balance, January 1 179,969 $ 3.36 134,278 $ 3.91 Granted 845,031 $ 3.90 - $ - Vested - $ - - $ - Forfeitures (179,969) $ - - $ - Balance, September 30 845,031 $ 3.90 134,278 $ 3.91 As of September 30, 2015 and 2014, total unrecognized compensation cost related to nonvested restricted stock awards to purchase 845,031 134,278 2,870,931 429,979 3.25 6.71 23,483 179,969 On November 15, 2014, the BOD resolved to grant 179,969 69,994 605,200 69,991 605,182 On April 20, 2015, the BOD awarded 716,291 3.90 2,793,535 25 25 50 174,596 312,333 174,596 312,261 On the same date, the BOD awarded RSUs to the Company’s president and Board Chairman Emeritus 61,432 67,308 3.90 502,086 50 50 62,761 112,272 62,761 112,259 Common Stock On April 20, 2015, the BOD awarded 14,326 55,871 0 0 55,870 On September 23, 2015, the BOD awarded 145,000 362,500 362,500 362,486 Stock Option Pool The Company recorded stock-based compensation expense in the amount of $ 36,576 115,054 2,050 5,010 34,526 110,044 The Company recorded stock-based compensation in the amount of $ 20,490 54,159 4,777 14,331 15,713 39,828 Total compensation cost for unvested stock option awards outstanding at September 30, 2015 was approximately $ 418,056 2.2 The Company uses the Black-Scholes-Merton option pricing model to calculate the fair value of options. Annual Dividend - Expected life (in years) 6.25 10.00 Risk free interest rate 1.35% - 2.17% Expected volatility 80% - 93% On April 20, 2015, the BOD awarded stock options to the Company’s president and non-employee directors to purchase 1,493,374 145,000 5.50 3.90 4,940,000 493,243 100 10 0 4,940,000 4,339 36,765 2015 2014 Weighted Average Weighted Average Weighted Average Weighted Average Shares Exercise Price Remaining Life Shares Exercise Price Remaining Life Balance, January 1 177,000 $ 6.44 8.72 77,000 $ 7.00 9.45 Granted 1,698,374 $ 5.31 9.39 60,000 $ 3.81 9.98 Forfeited (86,250) $ 4.03 - - $ - - Balance, September 30 1,789,124 $ 5.48 9.31 137,000 $ 5.60 9.26 Stock Purchase Warrants From time to time the Company has issued stock purchase warrants to non-employees in exchange for services. As of September 30, 2015 and 2014, there are 1,230,575 820,575 1.00 7.50 5.0 7.75 2015 2014 Weighted Weighted Average Average Shares Fair Value Shares Fair Value Balance, January 1 820,575 $ 1.60 785,575 $ 2.99 Granted 410,000 $ 1.65 35,000 $ 4.51 Balance, September 30 1,230,575 $ 1.62 820,575 $ 1.72 Weighted Weighted Average Average Exercise price Shares Remaining Life Exercise Price $ 1.00 705,575 0.30 $ 1.00 $ 5.50 80,000 2.99 $ 5.50 $ 6.05 410,000 4.82 $ 6.05 $ 7.50 35,000 3.59 $ 7.50 Total 1,230,575 2.25 $ 3.16 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 12. Commitments and Contingencies Leases The Company leases office space, a manufacturing facility, and equipment under operating leases expiring in 2018. In addition, the Company leases storage facilities on a month to month basis. Rent expense was approximately $ 56,000 196,000 Rent expense was approximately $ 51,000 134,000 For the years ended Amount 2015 $ 62,955 2016 210,170 2017 214,297 2018 89,951 Total $ 577,373 Royalty Agreement with Intracel On August 22, 2014, Intracel and Vaccinogen entered into a Letter Agreement whereby the Amended License Agreement will terminate and no longer be of any force or effect once TIS invests in Vaccinogen the aggregate amount of $ 80,000,000 Royalty Agreement with Organon The Company has agreed to pay Organon a royalty of 10 3 Litigation The Company may be subject to certain claims arising in the ordinary course of business. The Company and a vendor were in dispute over amounts owed for services performed. A demand for payment under a written agreement was made against the Company in the amount of approximately $ 150,000 65,000 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 73,421 |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow, Supplemental Disclosures [Text Block] | 13. Supplemental Disclosure of Cash Flow Information For the three and nine months ended September 30, 2015 the Company paid interest of approximately $ 613 1,408 53,279 267,331 From January 1, 2015 through September 30, 2015, the Company raised additional capital totaling approximately $ 4.7 909,091 25,489 272,727 4.2 0.5 From January 1, 2014 through September 30, 2014, the Company raised additional capital totaling approximately $ 12.8 2,332,781 65,434 699,828 11.2 1.6 In January 2014, the Company issued 56,075 300,000 16,363 6.05 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 14. Subsequent Events In accordance with ASC 855-50 , Subsequent Events 3,000,000 2.50 240,000 600,000 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of September 30, 2015 and for the three and nine months ended September 30, 2015 and 2014, respectively, include the accounts of Vaccinogen, Inc. and its subsidiaries and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, omit or condense certain disclosures and other information required under accounting principles generally accepted in the United States of America (“US GAAP”) for complete financial statements. These unaudited condensed consolidated financial statements therefore should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2014, filed with the SEC on April 15, 2015. 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 nine months ended September 30, 2015 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 the accounts of Vaccinogen, Inc. and its wholly-owned subsidiaries, Vaccinogen BV (a company incorporated in the Netherlands); Vaccinogen (US) R&D, Inc.; Vaccinogen International Partners, LP; Vaccinogen Bermuda, Ltd.; and Vaccinogen Ireland R&D Company, Ltd. All intercompany balances and transactions have been eliminated in consolidation. |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Standards In September 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with US GAAP 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 in the Netherlands for a lease obligation related to its 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 of America and the Netherlands. Cash and cash equivalents in the United States of America are maintained at financial institutions and, at times, balances may exceed federally insured limits. All noninterest bearing cash balances were fully insured to $ 250,000 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 The Company has not experienced any losses with respect to cash and cash equivalents. |
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 Machinery and equipment 3 5 Automobile 3 5 Furniture and fixtures 5 Computers and software 3 Leasehold Improvements Shorter of lease term or useful life 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 12.7 |
Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets The Company accounts for the impairment of long-lived assets in accordance with Accounting Standards Codification (ASC) No. 360, Property, Plant and Equipment |
Lease, Policy [Policy Text Block] | Capital Leases Leases in which the Company assumes all the risks and rewards of ownership are classified as capital leases. Assets acquired under capital lease are stated at the amount equal to the lower of their fair value or the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation. Depreciation of assets acquired under capital leases is computed using the straight-line method over the shorter of the life of the contract for which the asset was purchased or the lease term. |
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 in 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 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-Merton 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 The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes As of September 30, 2015 and December 31, 2014 the Company recorded a valuation allowance equal to the full recorded amount of the Company's net deferred tax assets since it is more likely than not that such benefits will not be realized. The valuation allowance is reviewed quarterly and is maintained until sufficient positive evidence exists to support its reversal. As required under ASC 740-270, Interim Financial Reporting 0.2 0.5 The tax effect of an uncertain tax position is 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 a greater than 50% likelihood of being realized. As of September 30, 2015 and December 31, 2014, the recorded liability for uncertain tax positions under the measurement criteria of ASC 740, Income Taxes 6.7 8.8 2.1 2.4 60,000 30,000 0.2 0.7 2.9 60,000 0.5 0 It is the Company's accounting policy to account for ASC 740-10 related penalties and interest in income tax payable and does not include it in the provision for income taxes in the unaudited condensed consolidated statements of operations. The Company has identified its U.S. Consolidated Federal income tax return, its Maryland state return and its Netherlands corporate income tax returns as its major tax jurisdictions. Tax returns for fiscal years 2007 and forward are open for examination. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Financial Instruments Warrants and Options 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 agreed to issue 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”). Between January 2013 and August 2014, the maturity of the Abell Loan was extended on various occasions and additional warrants were issued. 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 promissory note was paid in full on August 25, 2014 and Abell released its security interest in the Company’s assets. 10 As of September 30, 2015 and December 31, 2014, the estimated fair value of the Abell Warrants was $ 472,959 438,537 91,300 The Company recorded a gain of $ 271,152 896,588 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 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 Round C Warrants From October 2012 through March 2015, the Company issued to certain investors warrants for common stock of the Company (the “Round C Warrants”). Round C Warrants to acquire 1,602,974 318,182 156,910 6.05 5 As of September 30, 2015 and December 31, 2014, the estimated fair value of the Round C Warrants was $ 1,484,590 1,359,647 522,686 279,390 The Company recorded gains of $ 295,434 1,425,943 |
Earnings Per Share, Policy [Policy Text Block] | Basic loss per share is determined by dividing the loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Nine months ended September 30, 2015 2014 Stock Options 1,789,124 137,000 Abell Investment Option 909,091 934,579 Convertible debt - 142,857 Restricted stock awards 845,031 134,278 Warrants 5,077,247 4,440,883 Dilutive 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. Three months ended September 30, 2015 Weighted Loss Average Per Net Loss Shares Share Basic loss per share $ (8,104,341) 36,943,343 $ (0.22) Gain on derivatives - Dilutive loss per share $ (8,104,341) 36,943,343 $ (0.22) Three months ended September 30, 2014 Weighted Loss Average Per Net Loss Shares Share Basic loss per share $ (2,858,093) 32,959,051 $ (0.09) Gain on derivatives (1,772,196) Dilutive loss per share $ (4,630,289) 32,959,051 $ (0.14) Nine months ended September 30, 2015 Weighted Loss Average Per Net Loss Shares Share Basic loss per share $ (24,743,490) 36,056,358 $ (0.69) Loss on derivatives - Dilutive loss per share $ (24,743,490) 36,056,358 $ (0.69) Nine months ended September 30, 2014 Weighted Loss Average Per Net Loss Shares Share Basic loss per share $ (5,659,330) 32,127,883 $ (0.18) Gain on derivatives (6,516,834) Dilutive loss per share $ (12,176,164) 32,127,883 $ (0.38) |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 Automobile 3 5 Furniture and fixtures 5 Computers and software 3 Leasehold Improvements Shorter of lease term or useful life |
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: Nine months ended September 30, 2015 2014 Stock Options 1,789,124 137,000 Abell Investment Option 909,091 934,579 Convertible debt - 142,857 Restricted stock awards 845,031 134,278 Warrants 5,077,247 4,440,883 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The net loss available to common shareholders is adjusted for gains on financial instruments, as its effect would be anti-dilutive. Three months ended September 30, 2015 Weighted Loss Average Per Net Loss Shares Share Basic loss per share $ (8,104,341) 36,943,343 $ (0.22) Gain on derivatives - Dilutive loss per share $ (8,104,341) 36,943,343 $ (0.22) Three months ended September 30, 2014 Weighted Loss Average Per Net Loss Shares Share Basic loss per share $ (2,858,093) 32,959,051 $ (0.09) Gain on derivatives (1,772,196) Dilutive loss per share $ (4,630,289) 32,959,051 $ (0.14) Nine months ended September 30, 2015 Weighted Loss Average Per Net Loss Shares Share Basic loss per share $ (24,743,490) 36,056,358 $ (0.69) Loss on derivatives - Dilutive loss per share $ (24,743,490) 36,056,358 $ (0.69) Nine months ended September 30, 2014 Weighted Loss Average Per Net Loss Shares Share Basic loss per share $ (5,659,330) 32,127,883 $ (0.18) Gain on derivatives (6,516,834) Dilutive loss per share $ (12,176,164) 32,127,883 $ (0.38) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following: Period ended September 30, 2015 December 31, 2014 Machinery and equipment $ 741,137 $ 740,042 Automobile 65,524 - Leasehold improvements 264,418 258,505 Furniture and fixtures 74,604 31,764 Computers and software 109,596 119,473 1,255,279 1,149,784 Less accumulated depreciation (837,039) (756,738) $ 418,240 $ 393,046 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Gross Accumulated Net Carrying Amount Amortization Amount Intellectual Property $ 84,481,856 $ (33,514,866) $ 50,966,990 Other Intangible Assets 121,944 (93,550) 28,394 $ 84,603,800 $ (33,608,416) $ 50,995,384 Intangible assets by major asset class were as follows at December 31, 2014: Gross Accumulated Net Carrying Amount Amortization Amount Intellectual Property $ 84,481,856 $ (28,490,967) $ 55,990,889 Other Intangible Assets 121,944 (90,544) 31,400 $ 84,603,800 $ (28,581,511) $ 56,022,289 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Years ending December 31, 2015 $ 1,675,611 2016 6,702,449 2017 6,702,449 2018 6,702,449 2019 6,702,449 Thereafter 22,509,977 $ 50,995,384 |
Prepaid Expenses and Other Cu26
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Prepaid expenses and other current assets consisted of the following: September 30, 2015 December 31, 2014 Prepaid Clinical Trial expense $ 301,646 $ 2,477,571 Prepaid Other 460,214 432,905 $ 761,860 $ 2,910,476 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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: September 30, 2015 Description Total Level 1 Level 2 Level 3 Abell Warrants $ 472,959 $ - $ - $ 472,959 Round C Warrants 1,484,590 - - 1,484,590 $ 1,957,549 $ - $ - $ 1,957,549 December 31, 2014 Description Total Level 1 Level 2 Level 3 Abell Warrants $ 438,537 $ - $ - $ 438,537 Round C Warrants 1,359,647 - - 1,359,647 $ 1,798,184 $ - $ - $ 1,798,184 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following is a reconciliation of the fair value measurements from January 1, 2015 to September 30, 2015: Abell Round C Warrants Warrants Balance, January 1, 2015 $ 438,537 $ 1,359,647 Issuance of securities - 404,333 Change in fair value included in earnings 34,422 (279,390) Balance, September 30, 2015 $ 472,959 $ 1,484,590 The following is a reconciliation of the fair value measurements from January 1, 2014 to December 31, 2014. Warrants Warrants Loan Option Balance, January 1, 2014 $ 1,615,835 $ 1,796,427 $ 990,000 $ 7,392,528 Issuance of securities 37,529 2,025,313 - - Repayment/extinguishment of debt - - (1,100,000) (3,168,224) Change in fair value included in earnings (1,214,827) (2,462,093) 110,000 (4,224,304) Balance, December 31, 2014 $ 438,537 $ 1,359,647 $ - $ - |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Quantitative information as of September 30, 2015 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: Range Principal Valuation Unobservable (Weighted Description Fair Value Techniques Inputs Average) Abell Warrants $ 472,959 Black-Scholes-Merton Strike price N/A Round C Warrants $ 1,484,590 Black-Scholes-Merton Strike price N/A |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The following assumptions were used: Abell Warrants Round C Warrants Nine months ended September 30, 2015 2014 2015 2014 Volatility 93 % 80 % 74% - 87 % 80 % Exercise price $ 4.55 $ 4.55 $ 5.90 $ 5.48 Stock price at September 30 $ 2.37 $ 3.50 $ 2.37 $ 3.50 Risk free interest rate 2.06 % 2.52 % 0.64% - 1.22 % 1.02% - 1.78 % Dividend yield 0 % 0 % 0 % 0 % Expected life 10 10 2.07 - 4.33 3.1 -5.0 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The weighted average fair values for the awards below are based on the fair value at the grant date of the respective awards, which is equal to the value of the Company’s common stock on such date. Nine months ended September 30, 2015 2014 Shares Weighted Average Fair Value Shares Weighted Average Fair Value Balance, January 1 179,969 $ 3.36 134,278 $ 3.91 Granted 845,031 $ 3.90 - $ - Vested - $ - - $ - Forfeitures (179,969) $ - - $ - Balance, September 30 845,031 $ 3.90 134,278 $ 3.91 |
Schedule Of Fair Value Assumptions [Table Text Block] | The significant assumptions for options issued in 2015 used in this model include: Annual Dividend - Expected life (in years) 6.25 10.00 Risk free interest rate 1.35% - 2.17% Expected volatility 80% - 93% |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | The following table summarizes the Stock Option pool activity for the nine months ended September 30, 2015 and 2014. 2015 2014 Weighted Average Weighted Average Weighted Average Weighted Average Shares Exercise Price Remaining Life Shares Exercise Price Remaining Life Balance, January 1 177,000 $ 6.44 8.72 77,000 $ 7.00 9.45 Granted 1,698,374 $ 5.31 9.39 60,000 $ 3.81 9.98 Forfeited (86,250) $ 4.03 - - $ - - Balance, September 30 1,789,124 $ 5.48 9.31 137,000 $ 5.60 9.26 |
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 nine months ended September 30, 2015 and 2014. 2015 2014 Weighted Weighted Average Average Shares Fair Value Shares Fair Value Balance, January 1 820,575 $ 1.60 785,575 $ 2.99 Granted 410,000 $ 1.65 35,000 $ 4.51 Balance, September 30 1,230,575 $ 1.62 820,575 $ 1.72 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table summarizes information on stock purchase warrants outstanding as of September 30 Weighted Weighted Average Average Exercise price Shares Remaining Life Exercise Price $ 1.00 705,575 0.30 $ 1.00 $ 5.50 80,000 2.99 $ 5.50 $ 6.05 410,000 4.82 $ 6.05 $ 7.50 35,000 3.59 $ 7.50 Total 1,230,575 2.25 $ 3.16 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Minimum future lease payments required under these operating leases at September 30, 2015 were as follows: For the years ended Amount 2015 $ 62,955 2016 210,170 2017 214,297 2018 89,951 Total $ 577,373 |
Going Concern (Details Textual)
Going Concern (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Nov. 16, 2015 | Apr. 30, 2014 | Sep. 30, 2015 | Aug. 12, 2015 | Dec. 31, 2014 | Oct. 31, 2013 | |
Retained Earnings (Accumulated Deficit), Total | $ (136,549,616) | $ (111,806,126) | ||||
Working Capital Deficit | 6.9 | |||||
Proceeds from Issuance of Common Stock | $ 600,000 | |||||
Cash To Fund Operations | 400,000 | |||||
Immediate Requirement Of Cash | 1,000,000 | |||||
Cash, Period Increase (Decrease), Total | 800,000 | |||||
Stock Issued During Period, Shares, New Issues | 240,000 | |||||
Share Price | $ 2.50 | $ 5.35 | ||||
Dolphin Offshore Partners, LP [Member] | ||||||
Debt Instrument, Face Amount | $ 800,000 | |||||
The Investment Syndicate [Member] | ||||||
Payments for Remaining milestones | $ 60,000,000 | |||||
Investments | $ 40,000,000 | |||||
Common Stock Value Reserved For Future Issuance | 80,000,000 | |||||
Sale of Stock, Consideration Received on Transaction | $ 20,000,000 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2015 | |
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 |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of lease term or useful life |
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 Accoun32
Summary of Significant Accounting Policies (Details 1) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
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 | 1,789,124 | 137,000 |
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 | 909,091 | 934,579 |
Convertible debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 142,857 |
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 | 845,031 | 134,278 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,077,247 | 4,440,883 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Basic loss per share, Net Loss | $ (8,104,341) | $ (2,858,093) | $ (24,743,490) | $ (5,659,330) |
Gain on derivatives, Net Loss | 613,986 | 1,772,196 | 244,968 | 6,516,834 |
Dilutive loss per share, Net Loss | $ (8,104,341) | $ (4,630,289) | $ (24,743,490) | $ (12,176,164) |
Basic loss per share, Weighted Average Shares | 36,943,343 | 32,959,051 | 36,056,358 | 32,127,883 |
Dilutive loss per share, Weighted Average Shares | 36,943,343 | 32,959,051 | 36,056,358 | 32,127,883 |
Basic loss per share | $ (0.22) | $ (0.09) | $ (0.69) | $ (0.18) |
Dilutive loss per share | $ (0.22) | $ (0.14) | $ (0.69) | $ (0.38) |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($)$ / shares | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)$ / shares | Sep. 30, 2015EUR (€) | Sep. 30, 2014USD ($) | Jun. 08, 2015USD ($) | Dec. 31, 2014USD ($) | |
Malpractice Insurance, Annual Coverage Limit | $ 250,000 | |||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ (34,422) | |||||||
Debt Instrument, Convertible, Number of Equity Instruments | 1,602,974 | 1,602,974 | ||||||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | $ 6,700,000 | $ 6,700,000 | $ 8,800,000 | |||||
Income Tax Expense (Benefit) | 166,773 | $ 0 | 453,296 | $ 0 | ||||
Unrecognized Tax Benefits, Period Increase (Decrease) | 2,100,000 | |||||||
Unrecognized Tax Benefits | 500,000 | 500,000 | $ 2,400,000 | 0 | ||||
Unrecognized Tax Benefits Decreases Resulting From Prepaid Asset | 2,900,000 | |||||||
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | 60,000 | 60,000 | 30,000 | |||||
Unrecognized Tax Benefits Decreases Resulting Recorded Penalties | 60,000 | |||||||
Unrecognized Tax Benefits Other Expense Adjustments Income Taxes Expense | $ 200,000 | |||||||
Scenario, Forecast [Member] | ||||||||
Unrecognized Tax Benefits, Period Increase (Decrease) | $ 700,000 | |||||||
NETHERLANDS [Member] | ||||||||
Malpractice Insurance, Annual Coverage Limit | € | € 100 | |||||||
Abell Warrant [Member] | ||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The number of shares issuable pursuant to the Abell Warrants is based upon a fixed amount of $1.1 million divided by 85% of the per share price of stock sold in the next qualifying round of venture capital financing where the total proceeds are at least $35 million. The Abell Warrants have a contractual term of 10 years and will be fully vested upon issuance. | The number of shares issuable pursuant to the Abell Warrants is based upon a fixed amount of $1.1 million divided by 85% of the per share price of stock sold in the next qualifying round of venture capital financing where the total proceeds are at least $35 million. The Abell Warrants have a contractual term of 10 years and will be fully vested upon issuance. | ||||||
Warrants Contractual Term | 10 years | 10 years | ||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | 91,300 | 271,152 | 896,588 | |||||
Warrants Not Settleable in Cash, Fair Value Disclosure | 472,959 | $ 472,959 | 438,537 | |||||
Round C Warrant [Member] | ||||||||
Warrants Contractual Term | 5 years | 5 years | ||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | $ 522,686 | $ 295,434 | $ 279,390 | $ 1,425,943 | ||||
Debt Instrument, Convertible, Number of Equity Instruments | 318,182 | 318,182 | 156,910 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6.05 | $ 6.05 | ||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 1,484,590 | $ 1,484,590 | $ 1,359,647 | |||||
Patents [Member] | ||||||||
Finite-Lived Intangible Asset, Useful Life | 12 years 8 months 12 days | 12 years 8 months 12 days |
Agreements with Intracel (Detai
Agreements with Intracel (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | |||||||
Dec. 31, 2007 | Oct. 31, 2007 | Sep. 30, 2015 | Dec. 31, 2014 | Aug. 22, 2014 | Dec. 31, 2010 | Jun. 30, 2010 | Jun. 24, 2010 | Oct. 10, 2007 | |
Agreement [Line Items] | |||||||||
Common Stock, Shares, Issued | 37,081,078 | 34,962,172 | |||||||
Common Stock, Value, Issued | $ 3,708 | $ 3,496 | |||||||
Preferred Stock, Shares Issued | 0 | 0 | |||||||
Preferred Stock, Value, Issued | $ 0 | $ 0 | |||||||
Description for Payment of all compensation received for License Agreement | agreed to pay Intracel 25% of any and all compensation received by the Company in consideration for licensing | ||||||||
Milestone [Member] | |||||||||
Agreement [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||||
Assets Transfer Agreement [Member] | Series B Preferred Stock [Member] | |||||||||
Agreement [Line Items] | |||||||||
Preferred Stock, Shares Issued | 10,973,612 | 3,452,766 | |||||||
Preferred Stock, Value, Issued | $ 63,100,000 | $ 16,800,000 | |||||||
The Investment Syndicate [Member] | |||||||||
Agreement [Line Items] | |||||||||
Deferred Revenue and Credits | $ 80,000,000 | ||||||||
License Agreement Terms [Member] | |||||||||
Agreement [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 10.00% | ||||||||
Liabilities Assumed | $ 4,000,000 | ||||||||
Common Stock, Shares, Issued | 1,506,750 | ||||||||
Common Stock, Value, Issued | $ 984,000 | ||||||||
Equity, Fair Value Disclosure, Total | $ 4,450,000 | ||||||||
Letter Agreement Remaining outstanding | 3,000,000 | ||||||||
License Agreement Terms [Member] | Series B Preferred Stock [Member] | |||||||||
Agreement [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 20.00% | ||||||||
License Agreement Terms [Member] | Common Stock And Series AA Preferred Stock [Member] | |||||||||
Agreement [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 10.00% | ||||||||
Trade Payable [Member] | |||||||||
Agreement [Line Items] | |||||||||
Settlement Liabilities, Current | $ 450,000 | ||||||||
Amended License Agreement [Member] | |||||||||
Agreement [Line Items] | |||||||||
Description for Net sale of product schedule One | 3% of net sales on the first $350 million of net sales occurring in a calendar year | ||||||||
Description for Net sale of product schedule Two | 4% of that portion of net sales in the calendar year in excess of $350 million and up to and including $750 million | ||||||||
Description for Net sale of product schedule Three | 5% of that portion of net sales in the calendar year in excess of $750 million | ||||||||
Intracel Ltd [Member] | |||||||||
Agreement [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 37.00% | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 550,444 | ||||||||
Intracel Ltd [Member] | Officers and Directors [Member] | |||||||||
Agreement [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 40.00% | ||||||||
Intracel Ltd [Member] | Executive Officers [Member] | |||||||||
Agreement [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 1.50% | ||||||||
Intracel Ltd [Member] | Series B Preferred Stock [Member] | |||||||||
Agreement [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 20.00% | 50.00% | |||||||
Stock Holder One [Member] | |||||||||
Agreement [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 10.00% | ||||||||
Organon Obligation [Member] | |||||||||
Agreement [Line Items] | |||||||||
Debt Instrument Remaining Due amount | 3,500,000 | ||||||||
Debt Instrument Remaining Due after repayments | 3,000,000 | ||||||||
Debt Instrument, Face Amount | $ 4,000,000 | 4,000,000 | |||||||
Repayments of Debt | $ 500,000 | 500,000 | |||||||
Debt Instrument, Annual Principal Payment | $ 1,000,000 | ||||||||
Debt Instrument, Description | 10% of the net sales of OncoVAX until the $3.0 million (and accrued interest) settlement payment is paid and (2) 3% for five years thereafter. |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 1,255,279 | $ 1,149,784 |
Less accumulated depreciation | (837,039) | (756,738) |
Property, Plant and Equipment, Net ,Total | 418,240 | 393,046 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | 741,137 | 740,042 |
Automobile [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | 65,524 | 0 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | 264,418 | 258,505 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | 74,604 | 31,764 |
Computers and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant And Equipment Gross | $ 109,596 | $ 119,473 |
Property and Equipment (Detai37
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 31,089 | $ 13,883 | $ 88,174 | $ 36,823 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 84,603,800 | $ 84,603,800 |
Accumulated Amortization | (33,608,416) | (28,581,511) |
Net Carrying Amount | 50,995,384 | 56,022,289 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 84,481,856 | 84,481,856 |
Accumulated Amortization | (33,514,866) | (28,490,967) |
Net Carrying Amount | 50,966,990 | 55,990,889 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 121,944 | 121,944 |
Accumulated Amortization | (93,550) | (90,544) |
Net Carrying Amount | $ 28,394 | $ 31,400 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Sep. 30, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,015 | $ 1,675,611 |
2,016 | 6,702,449 |
2,017 | 6,702,449 |
2,018 | 6,702,449 |
2,019 | 6,702,449 |
Thereafter | 22,509,977 |
Finite-Lived Intangible Assets, Net, Total | $ 50,995,384 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 1,700,000 | $ 1,700,000 | $ 5,026,905 | $ 5,027,451 |
Finite-Lived Intangible Assets, Remaining Amortization Period | 12 years 7 months 6 days |
Prepaid Expenses and Other Cu41
Prepaid Expenses and Other Current Assets (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Prepaid Expense And Other Assets Current [Line Items] | ||
Prepaid Clinical Trial expense | $ 301,646 | $ 2,477,571 |
Prepaid Other | 460,214 | 432,905 |
Prepaid expenses and other current assets | $ 761,860 | $ 2,910,476 |
Prepaid Expenses and Other Cu42
Prepaid Expenses and Other Current Assets (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Prepaid Expense And Other Assets Current [Line Items] | |||||
Research and Development Expense, Total | $ 5,715,380 | $ 2,698,152 | $ 12,093,649 | $ 6,820,980 | |
RXTrails Inc [Member] | |||||
Prepaid Expense And Other Assets Current [Line Items] | |||||
Estimated Labor Fees | $ 10,300,000 | ||||
Administrative Fees Expense | 350,000 | ||||
Prepaid Expense | 125,000 | $ 125,000 | $ 125,000 | ||
Research and Development Expense, Total | $ 2,401,000 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | Aug. 12, 2015 | Nov. 01, 2014 | Dec. 31, 2007 | Oct. 31, 2007 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Oct. 31, 2008 |
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Increase, Accrued Interest | $ 140,000 | |||||||||
Debt Instrument installment due Yet to Paid after one year | $ 500,000 | |||||||||
Notes Payable, Noncurrent | $ 3,000,000 | 3,000,000 | $ 3,000,000 | |||||||
Other Income [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument installment due Amount included in Other Income | $ 500,000 | |||||||||
Organon Obligation [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Repayments Of Debt | $ 500,000 | $ 500,000 | ||||||||
Debt Instrument, Periodic Payment, Interest | 500,000 | |||||||||
Debt Instrument, Annual Principal Payment | 1,000,000 | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.00% | |||||||||
Interest Paid, Total | $ 30,000 | $ 35,000 | 93,000 | $ 70,000 | ||||||
Debt Instrument, Face Amount | $ 4,000,000 | 4,000,000 | ||||||||
Debt Instrument Remaining Due amount | $ 3,500,000 | |||||||||
Dolphin Offshore Partners, LP [Member] | Unsecured Promissory Note [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Debt Instrument, Increase, Accrued Interest | $ 10,000 | |||||||||
Notes Payable, Noncurrent | $ 800,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | |||||||||
Debt Instrument, Maturity Date | Nov. 10, 2015 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Liabilities, Fair Value Disclosure, Recurring | $ 1,957,549 | $ 1,798,184 |
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 | 1,957,549 | 1,798,184 |
Abell Warrants [Member] | ||
Liabilities, Fair Value Disclosure, Recurring | 472,959 | 438,537 |
Abell Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Abell Warrants [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 |
Abell Warrants [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Liabilities, Fair Value Disclosure, Recurring | 472,959 | 438,537 |
Round C Warrants [Member] | ||
Liabilities, Fair Value Disclosure, Recurring | 1,484,590 | 1,359,647 |
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 | $ 1,484,590 | $ 1,359,647 |
Fair Value Measurements (Deta45
Fair Value Measurements (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Abell Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 438,537 | $ 1,615,835 |
Issuance of securities | 0 | 37,529 |
Repayment/extinguishment of debt | 0 | |
Change in fair value included in earnings | 34,422 | (1,214,827) |
Ending Balance | 472,959 | 438,537 |
Round C Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 1,359,647 | 1,796,427 |
Issuance of securities | 404,333 | 2,025,313 |
Repayment/extinguishment of debt | 0 | |
Change in fair value included in earnings | (279,390) | (2,462,093) |
Ending Balance | 1,484,590 | 1,359,647 |
Loan [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 0 | 990,000 |
Issuance of securities | 0 | |
Repayment/extinguishment of debt | (1,100,000) | |
Change in fair value included in earnings | 110,000 | |
Ending Balance | 0 | |
Option [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 0 | 7,392,528 |
Issuance of securities | 0 | |
Repayment/extinguishment of debt | (3,168,224) | |
Change in fair value included in earnings | (4,224,304) | |
Ending Balance | $ 0 |
Fair Value Measurements (Deta46
Fair Value Measurements (Details 2) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, Fair Value Disclosure, Recurring | $ 1,957,549 | $ 1,798,184 |
Round C Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, Fair Value Disclosure, Recurring | 1,484,590 | 1,359,647 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Liabilities, Fair Value Disclosure, Recurring | 1,957,549 | 1,798,184 |
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 | $ 472,959 | |
Fair Value Measurements, Valuation Techniques | Black-Scholes-Merton | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings, Description | Strike price equity volatility | |
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 | $ 1,484,590 | $ 1,359,647 |
Fair Value Measurements, Valuation Techniques | Black-Scholes-Merton | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings, Description | Strike price equity volatility |
Fair Value Measurements (Deta47
Fair Value Measurements (Details 3) - $ / shares | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Nov. 16, 2015 | Oct. 31, 2013 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Share price | $ 2.50 | $ 5.35 | ||
Abell Warrants [Member] | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Volatility | 93.00% | 80.00% | ||
Exercise price | $ 4.55 | $ 4.55 | ||
Share price | $ 2.37 | $ 3.50 | ||
Risk free interest rate | 2.06% | 2.52% | ||
Dividend yield | 0.00% | 0.00% | ||
Expected life | 10 years | 10 years | ||
Round C Warrants [Member] | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Volatility | 80.00% | |||
Exercise price | $ 5.90 | $ 5.48 | ||
Share price | $ 2.37 | $ 3.50 | ||
Dividend yield | 0.00% | 0.00% | ||
Maximum [Member] | Round C Warrants [Member] | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Volatility | 87.00% | |||
Risk free interest rate | 1.22% | 1.78% | ||
Expected life | 4 years 3 months 29 days | 5 years | ||
Minimum [Member] | Round C Warrants [Member] | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Volatility | 74.00% | |||
Risk free interest rate | 0.64% | 1.02% | ||
Expected life | 2 years 25 days | 3 years 1 month 6 days |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | ||||
Nov. 16, 2015 | Oct. 30, 2015 | Jan. 31, 2015 | Oct. 31, 2013 | Sep. 30, 2015 | Dec. 31, 2014 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||
Common Stock, Shares, Issued | 37,081,078 | 34,962,172 | ||||
Share Price | $ 2.50 | $ 5.35 | ||||
Stock Issued During Period Shares Prior To Antidilution Protection | 27,213 | |||||
Stock Issued During Period Shares After Antidilution Protection | 25,489 | |||||
Stock Issued During Period, Shares, New Issues | 240,000 | |||||
Proceeds from Issuance of Common Stock | $ 600,000 | |||||
Director [Member] | ||||||
Common Stock, Par or Stated Value Per Share | $ 2.50 | |||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | |||||
Round C Warrants [Member] | ||||||
Common Stock, Shares, Issued | 5,600,000 | |||||
Proceeds From Issuance of Common Stock Warrants | $ 30,800,000 | |||||
Round C Stock [Member] | ||||||
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 September 30, 2015 have been issued as adjustment shares, including 25,489 adjustment shares issued during the nine months ended September 30, 2015. All of the adjustment shares are included in the calculation of total shares issued or outstanding for the periods ended September 30, 2015 and December 31, 2014. |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - Restricted Stock [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Shares | ||
Beginning balance | 179,969 | 134,278 |
Granted | 845,031 | 0 |
Vested | 0 | 0 |
Forfeitures | (179,969) | 0 |
Ending balance | 845,031 | 134,278 |
Weighted Average Fair Value | ||
Beginning balance | $ 3.36 | $ 3.91 |
Granted | 3.90 | 0 |
Vested | 0 | 0 |
Forfeitures | 0 | 0 |
Ending balance | $ 3.90 | $ 3.91 |
Stock-Based Compensation (Det50
Stock-Based Compensation (Details 1) | 9 Months Ended |
Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Annual Dividend | 0.00% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 10 years |
Risk free interest rate | 2.17% |
Expected volatility | 93.00% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life (in years) | 6 years 3 months |
Risk free interest rate | 1.35% |
Expected volatility | 80.00% |
Stock-Based Compensation (Det51
Stock-Based Compensation (Details 2) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Weighted Average Exercise Price | ||||
Balance | $ 3.16 | |||
Stock Option Pool [Member] | ||||
Shares | ||||
Beginning balance | 177,000 | 77,000 | 77,000 | |
Granted | 1,698,374 | 60,000 | ||
Forfeited | (86,250) | 0 | ||
Ending balance | 1,789,124 | 137,000 | 177,000 | 77,000 |
Weighted Average Exercise Price | ||||
Balance | $ 6.44 | $ 7 | $ 7 | |
Granted | 5.31 | 3.81 | ||
Forfeited | 4.03 | 0 | ||
Balance | $ 5.48 | $ 5.60 | $ 6.44 | $ 7 |
Weighted Average Remaining Life | ||||
Balance | 9 years 3 months 22 days | 9 years 3 months 4 days | 8 years 8 months 19 days | 9 years 5 months 12 days |
Granted | 9 years 4 months 20 days | 9 years 11 months 23 days | ||
Forfeited | 0 years | 0 years | ||
Balance | 9 years 3 months 22 days | 9 years 3 months 4 days | 8 years 8 months 19 days | 9 years 5 months 12 days |
Stock-Based Compensation (Det52
Stock-Based Compensation (Details 3) - Warrant Activity [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Shares | ||
Beginning balance | 820,575 | 785,575 |
Granted | 410,000 | 35,000 |
Ending balance | 1,230,575 | 820,575 |
Weighted Average Fair Value | ||
Beginning balance | $ 1.60 | $ 2.99 |
Granted | 1.65 | 4.51 |
Ending balance | $ 1.62 | $ 1.72 |
Stock-Based Compensation (Det53
Stock-Based Compensation (Details 4) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Shares | 1,230,575 |
Warrants Outstanding, Weighted Average Remaining Life | 2 years 3 months |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 3.16 |
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 | 3 months 18 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 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 | 2 years 11 months 26 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 5.50 |
Exercise Price 6.05 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Warrants Outstanding, Shares | 410,000 |
Warrants Outstanding, Weighted Average Remaining Life | 4 years 9 months 25 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 6.05 |
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 | 3 years 7 months 2 days |
Warrants Outstanding, Weighted Average Exercise Price | $ / shares | $ 7.50 |
Stock-Based Compensation (Det54
Stock-Based Compensation (Details Textual) - USD ($) | Nov. 15, 2014 | Nov. 16, 2015 | Oct. 30, 2015 | Sep. 23, 2015 | Apr. 20, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Aug. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Warrants Outstanding, Weighted Average ExercisePrice | $ 3.16 | $ 3.16 | ||||||||
Share-based Compensation, Total | $ 6,539,995 | $ 54,159 | ||||||||
General and Administrative Expense, Total | $ 2,588,823 | $ 1,702,609 | 11,937,440 | 3,397,378 | ||||||
Research and Development Expense, Total | 5,715,380 | 2,698,152 | 12,093,649 | 6,820,980 | ||||||
Restricted Common Stock Shares Authorized | 179,969 | |||||||||
Stock Issued During Period, Shares, New Issues | 240,000 | |||||||||
Employee Stock Option [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 | 418,056 | $ 418,056 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 2 months 12 days | |||||||||
Share-based Compensation, Total | 36,576 | 20,490 | $ 115,054 | 54,159 | ||||||
General and Administrative Expense, Total | 2,050 | 4,777 | 5,010 | 14,331 | ||||||
Research and Development Expense, Total | 34,526 | $ 15,713 | $ 110,044 | $ 39,828 | ||||||
Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 934,580 | |||||||||
Non Employee Director [Member] | Employee Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | |||||||||
Share-based Compensation, Total | 4,339 | $ 36,765 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 145,000 | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | 4,339 | |||||||||
Exercise Price Of Company Stock | $ 3.90 | |||||||||
Share Based compensation Arrangement By Share Based Payment Award Stock Options Value | $ 493,243 | |||||||||
Employees And Consultants [Member] | Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation, Total | $ 362,500 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 145,000 | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | 362,500 | $ 362,486 | ||||||||
Director [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted Common Stock Shares Authorized | 179,969 | |||||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | |||||||||
Director [Member] | Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 179,969 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 179,969 | |||||||||
Board of Directors Chairman [Member] | Employee Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | $ 36,765 | |||||||||
Board of Directors Chairman [Member] | Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation, Total | $ 55,871 | 0 | 55,871 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 14,326 | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | 0 | 55,870 | ||||||||
President [Member] | Employee Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation, Total | 0 | 4,940,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,493,374 | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | $ 0 | $ 4,940,000 | ||||||||
Exercise Price Of Company Stock | $ 5.50 | |||||||||
Share Based compensation Arrangement By Share Based Payment Award Stock Options Value | $ 4,940,000 | |||||||||
Percentage Of vested Upon Issuance | 100.00% | |||||||||
Share based Compensation Arrangement By Share based Payment Award Options Exercisable Contractual Term1 | 10 years | |||||||||
Non Employee [Member] | Warrant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 1,230,575 | 820,575 | 1,230,575 | 820,575 | ||||||
Maximum [Member] | Non Employee [Member] | Warrant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Warrants Outstanding, Weighted Average ExercisePrice | $ 7.50 | $ 7.50 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 7 years 9 months | |||||||||
Minimum [Member] | Non Employee [Member] | Warrant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Warrants Outstanding, Weighted Average ExercisePrice | $ 1 | $ 1 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 5 years | |||||||||
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 | $ 2,870,931 | $ 429,979 | $ 2,870,931 | $ 429,979 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 3 years 3 months | 6 years 8 months 16 days | ||||||||
Share Based Compensation Arrangement By Share Based Payment Restricted Stock Awards To Purchase Number | 845,031 | 134,278 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 179,969 | 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 845,031 | 0 | ||||||||
Restricted Stock [Member] | Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 23,483 | 179,969 | ||||||||
Restricted Stock [Member] | Board of Directors Chairman [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation, Total | $ 69,994 | $ 605,200 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 179,969 | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | 69,991 | 605,182 | ||||||||
Restricted Stock Units (RSUs) [Member] | Board of Directors Chairman [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation, Total | 174,596 | 312,333 | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 716,291 | |||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | 174,596 | 312,261 | ||||||||
Restricted Stock Award Exercise Price | $ 3.90 | |||||||||
Share Based compensation Arrangement By Share Based Payment Award Restricted Stock Units Value | $ 2,793,535 | |||||||||
Percentage of shares vested on second anniversary of the grant date | 25.00% | |||||||||
Percentage of shares vested on third anniversary of the grant date | 25.00% | |||||||||
Percentage of shares vested on fourth anniversary of the grant date | 50.00% | |||||||||
Restricted Stock Units (RSUs) [Member] | President [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 61,432 | |||||||||
Restricted Stock Units (RSUs) [Member] | President and Board Of Directors Chairman [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation, Total | 62,761 | 112,272 | ||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | $ 62,761 | $ 112,259 | ||||||||
Restricted Stock Award Exercise Price | $ 3.90 | |||||||||
Share Based compensation Arrangement By Share Based Payment Award Restricted Stock Units Value | $ 502,086 | |||||||||
Percentage of shares vested on second anniversary of the grant date | 50.00% | |||||||||
Percentage of shares vested on first anniversary of the grant date | 50.00% | |||||||||
Restricted Stock Units (RSUs) [Member] | Board Chairman [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 67,308 |
Commitments and Contingencies55
Commitments and Contingencies (Details) | Sep. 30, 2015USD ($) |
2,015 | $ 62,955 |
2,016 | 210,170 |
2,017 | 214,297 |
2,018 | 89,951 |
Total | $ 577,373 |
Commitments and Contingencies56
Commitments and Contingencies (Details Textual) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Aug. 22, 2015USD ($) | Nov. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2011EUR (€) | Dec. 31, 2010EUR (€) | |
Operating Leases, Rent Expense | $ 56,000 | $ 51,000 | $ 196,000 | $ 134,000 | ||||
Loss Contingency, Estimate of Possible Loss | $ 150,000 | |||||||
Value Added Tax Payable | $ 73,421 | $ 73,421 | € 65,666 | € 65,666 | ||||
Litigation Settlement, Amount | $ 65,000 | |||||||
Royalty Agreement Payment Terms | 5 years thereafter | |||||||
Lease Expiration Date | Dec. 31, 2018 | |||||||
Intracel [Member] | ||||||||
Royalty Agreement Payment Terms | Pursuant to the Amended License Agreement, the Company agreed to pay Intracel the following royalties on the Net Sales of Royalty Bearing Products (as defined): (i) 3% of net sales on the first $350 million of Net Sales of Colon Cancer Products occurring in the calendar year; (ii) 4% of net sales of Net Sales of Royalty Bearing Products occurring in the calendar year in excess of $350 million and up to and including $750 million and (iii) 5% of net sales of Net Sales of Royalty Bearing Products occurring in the calendar year in excess of $750 million. | |||||||
Liabilities Assumed | $ 80,000,000 | |||||||
Organon [Member] | ||||||||
Royalty Rate | 10.00% | |||||||
Royalty Rate Payment Due There After | 3.00% |
Supplemental Disclosure of Ca57
Supplemental Disclosure of Cash Flow Information (Details Textual) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Nov. 16, 2015USD ($) | Jan. 31, 2014USD ($)$ / sharesshares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($)shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($)shares | Jan. 31, 2015shares | Dec. 31, 2014USD ($)shares | |
Interest Paid, Total | $ 613 | $ 53,279 | $ 1,408 | $ 267,331 | ||||
Additional Paid In Capital Common Stock And Warrants | 4,700,000 | $ 12,800,000 | 4,700,000 | $ 12,800,000 | ||||
Proceeds from Issuance of Common Stock | $ 600,000 | |||||||
Common Stock, Value, Issued | $ 3,708 | $ 3,708 | $ 3,496 | |||||
Common Stock, Shares, Issued | shares | 37,081,078 | 37,081,078 | 34,962,172 | |||||
Debt Instrument, Convertible, Number of Equity Instruments | 1,602,974 | |||||||
Round C Warrants [Member] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6.05 | |||||||
Common Stock, Shares, Issued | shares | 5,600,000 | |||||||
Debt Instrument, Convertible, Number of Equity Instruments | 16,363 | |||||||
Common Stock [Member] | ||||||||
Warrants Issued To Purchase Of Common Stock | shares | 272,727 | 699,828 | ||||||
Additional Paid In Capital Common Stock And Warrants, Share | shares | 909,091 | 2,332,781 | ||||||
Class Of Warrant Or Right Number Of Securities Called By Warrants Or Rights adjustment Shares | shares | 25,489 | 65,434 | 25,489 | 65,434 | ||||
Proceeds from Issuance of Common Stock | $ 4,200,000 | $ 11,200,000 | ||||||
Warrant [Member] | ||||||||
Proceeds from Issuance of Warrants | $ 500,000 | $ 1,600,000 | ||||||
Bridge Loan 2012 [Member] | ||||||||
Common Stock, Value, Issued | $ 300,000 | |||||||
Common Stock, Shares, Issued | shares | 56,075 | |||||||
Number Of Adjustment Shares | shares | 1,530 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Nov. 16, 2015 | Sep. 30, 2015 | Oct. 30, 2015 | Dec. 31, 2014 | |
Subsequent Event [Line Items] | ||||
Common Stock, Shares, Issued | 37,081,078 | 34,962,172 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Stock Issued During Period, Shares, New Issues | 240,000 | |||
Stock Issued During Period, Value, New Issues | $ 4,245,669 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common Stock, Shares, Issued | 3,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 2.50 | |||
Stock Issued During Period, Shares, New Issues | 240,000 | |||
Stock Issued During Period, Value, New Issues | $ 600,000 |