Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 11-May-15 | |
Document Information [Line Items] | ||
Entity Registrant Name | ATOSSA GENETICS INC | |
Entity Central Index Key | 1488039 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | ATOS | |
Entity Common Stock, Shares Outstanding | 27,217,257 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $9,728,369 | $8,500,718 |
Accounts receivable, net | 1,280,209 | 297,958 |
Prepaid expense | 263,763 | 247,207 |
Inventory, net | 94,628 | 39,788 |
Total current assets | 11,366,969 | 9,085,671 |
Furniture and equipment, net | 381,590 | 357,532 |
Intangible assets, net | 1,877,755 | 1,920,645 |
Deferred financing costs | 0 | 351,961 |
Other assets | 176,551 | 48,193 |
Total assets | 13,802,865 | 11,764,002 |
Current liabilities | ||
Accounts payable | 966,208 | 594,357 |
Accrued expenses | 1,117,932 | 444,861 |
Payroll liabilities | 1,279,528 | 1,056,705 |
Short-term lease obligations | 79,974 | 76,025 |
Other current liabilities | 42,914 | 42,228 |
Total current liabilities | 3,486,556 | 2,214,176 |
Deferred rent, net of current portion | 7,227 | 2,483 |
Long-term lease obligations | 25,230 | 49,216 |
Total liabilities | 3,519,013 | 2,265,875 |
Commitments and contingencies (note 13) | ||
Stockholders' equity | ||
Preferred stock - $.001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding | 0 | 0 |
Common stock - $.001 par value; 75,000,000 shares authorized, 27,217,257 and 24,564,058 shares issued and outstanding | 27,217 | 24,564 |
Additional paid-in capital | 48,766,466 | 44,648,103 |
Accumulated deficit | -38,509,831 | -35,174,540 |
Total stockholders' equity | 10,283,852 | 9,498,127 |
Total liabilities and stockholders' equity | $13,802,865 | $11,764,002 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 27,217,257 | 24,564,058 |
Common stock, shares outstanding | 27,217,257 | 24,564,058 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenue | ||
Diagnostic testing services | $1,872,798 | $24,124 |
Product sales | 470 | 0 |
Total revenue | 1,873,268 | 24,124 |
Cost of revenue | ||
Diagnostic testing services | 1,206,312 | 0 |
Product sales | 1,642 | 0 |
Total cost of revenue | 1,207,954 | 0 |
Gross profit | 665,314 | 24,124 |
Selling expenses | 546,854 | 237,838 |
Research and development expenses | 797,225 | 422,503 |
General and administrative expenses | 2,605,111 | 1,774,708 |
Total operating expenses | 3,949,190 | 2,435,049 |
Operating loss | -3,283,876 | -2,410,925 |
Interest income | 279 | 143 |
Interest expense | 1,784 | 749 |
Other losses | 49,910 | |
Loss before income taxes | -3,335,291 | -2,411,531 |
Income taxes | 0 | 0 |
Net loss | ($3,335,291) | ($2,411,531) |
Loss per common share - basic and diluted (in dollars per share) | ($0.13) | ($0.10) |
Weighted Average Number Of Shares Outstanding, Basic and Diluted | 24,916,867 | 24,419,060 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2014 | $9,498,127 | $24,564 | $44,648,103 | ($35,174,540) |
Balance (in shares) at Dec. 31, 2014 | 24,564,058 | |||
Issuance of common shares for cash | 4,292,349 | 2,653 | 4,289,696 | 0 |
Issuance of common shares for cash (in shares) | 2,653,199 | |||
Amortization of deferred financing costs | -351,961 | 0 | -351,961 | 0 |
Compensation cost for stock options granted to executives and employees | 180,628 | 0 | 180,628 | 0 |
Net loss | -3,335,291 | 0 | 0 | -3,335,291 |
Balance at Mar. 31, 2015 | $10,283,852 | $27,217 | $48,766,466 | ($38,509,831) |
Balance (in shares) at Mar. 31, 2015 | 27,217,257 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ($3,335,291) | ($2,411,531) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Compensation cost for stock options granted | 180,628 | 230,181 |
Depreciation and amortization | 84,867 | 125,097 |
Bad debt expense | 218,482 | 27,860 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -1,200,733 | 19,796 |
Inventory | -54,840 | 0 |
Prepaid expenses | -16,556 | -245,178 |
Increase in other assets | -128,359 | -24,863 |
Accounts payable | 371,851 | 42,944 |
Payroll liabilities | 222,823 | -150,504 |
Deferred rent | 4,744 | -13,134 |
Accrued expenses | 653,034 | -75,905 |
Product recall liabilities | 0 | -115,292 |
Other current liabilities | 687 | -13,460 |
Net cash used in operating activities | -2,998,663 | -2,603,989 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of furniture and equipment | -54,860 | -2,966 |
Purchase of intangible assets | -11,175 | -100,000 |
Net cash used in investing activities | -66,035 | -102,966 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from issuance of common stock and warrants | 4,292,349 | 12,955,745 |
Net cash provided by financing activities | 4,292,349 | 12,955,745 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 1,227,651 | 10,248,790 |
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE | 8,500,718 | 6,342,161 |
CASH AND CASH EQUIVALENTS, ENDING BALANCE | 9,728,369 | 16,590,951 |
SUPPLEMENTAL DISCLOSURES: | ||
Interest paid | 1,784 | 749 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Noncash reclass of prepaid license fees | 15,000 | |
Amortization of commitment shares | $351,961 | $75,000 |
NATURE_OF_OPERATIONS
NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | NOTE 1: NATURE OF OPERATIONS |
Atossa Genetics Inc. (the “Company”) was incorporated on April 30, 2009 in the State of Delaware. The Company’s operations began in December 2008 with the negotiations for the acquisition of the Mammary Aspirate Specimen Cytology Test System, or the MASCT System, patent rights and assignments and the FDA clearance for marketing, which acquisition was completed in January 2009. The Company was formed to develop and market the MASCT System, which is a medical device that collects specimens of nipple aspirate fluid (NAF). The Company’s fiscal year ends on December 31st. | |
In December 2011, the Company established The National Reference Laboratory for Breast Health, Inc., or NRLBH, as a wholly-owned subsidiary which performs the Company’s NAF cytology test on NAF specimens including those collected with the MASCT System. The NRLBH is certified by College of American Pathologists (CAP) and by Clinical Laboratory Improvement Amendments (CLIA). The current version of the MASCT System is called the ForeCYTE Breast Aspirator. The NRLBH is providing other test services, including the pharmacogenomics test which provides physicians with genetic information that can be used to guide therapeutic decisions and may mitigate the incidence of costly adverse drug reactions and improve efficiencies. | |
Since its inception, the Company has been dependent upon the receipt of capital investment to fund its continuing activities. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s business plan will be successfully executed. The Company’s ability to execute its business plan will depend on its ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained. Further, the Company cannot give any assurance that it will generate substantial revenue or that its business operations will prove to be profitable. | |
GOING_CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2015 | |
Going Concern Disclosure [Abstract] | |
Going Concern Disclosure [Text Block] | NOTE 2: GOING CONCERN |
The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America (“GAAP”) applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net losses and negative operating cash flows since inception. For the three months ended March 31, 2015, the Company recorded a net loss of approximately $3.3 million and used approximately $3.0 million of cash in operating activities. As of March 31, 2015, the Company had approximately $9.7 million in cash and cash equivalents and working capital of approximately $7.9 million. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs, or that any such financing will be obtainable on acceptable terms. If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail is commercial activities. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities should the Company be unable to continue as a going concern. | |
Management’s Plan to Continue as a Going Concern | |
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from the sale of its equity securities during 2015, (2) sales of the ForeCYTE and FullCYTE Breast Aspirators and laboratory service revenue in 2015 , and (3) short-term borrowings from the banks, stockholders or related party(ies), if needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually to secure other sources of financing and attain profitable operations. | |
SUMMARY_OF_ACCOUNTING_POLICIES
SUMMARY OF ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3: SUMMARY OF ACCOUNTING POLICIES |
Basis of Presentation: | |
The accompanying condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), have been condensed or omitted pursuant to those rules and regulations. The Company believes disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary to fairly state the financial position, results of operations and cash flows with respect to the interim condensed consolidated financial statements have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire fiscal year. Reference is made to the Company’s audited annual financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2014, which contain information useful to understanding the Company's business and financial statement presentations. The Condensed Consolidated Balance Sheet as of December 31, 2014 was derived from the Company's most recent audited financial statements, but does not include all disclosures required by GAAP for a year-end balance sheet. The Company’s significant accounting policies and practices are presented as Note 3 to the consolidated financial statements included in the Annual Report. The accompanying condensed consolidated financial statements include the financial statements of Atossa Genetics Inc. and its wholly-owned subsidiary NRLBH. All significant intercompany account balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in accordance with GAAP. | |
Use of Estimates: | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |
Recently Issued Accounting Pronouncements: | |
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers: Topic 606 (“ASU 2014-09”), to supersede nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company in the first quarter of 2017 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. The Company is currently evaluating the impact of its pending adoption of ASU 2014-09 on its consolidated financial statements. | |
In August, 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU requires management to determine whether substantial doubt exists regarding the entity’s going concern presumption, which generally refers to an entity’s ability to meet its obligations as they become due. If substantial doubt exists but is not alleviated by management’s plan, the footnotes must specifically state that “there is substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued.” In addition, if substantial doubt exists, regardless of whether such doubt was alleviated, entities must disclose: (a) principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans, if any); (b) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations; and (c) management’s plans that are intended to mitigate the conditions or events that raise substantial doubt, or that did alleviate substantial doubt, about the entity’s ability to continue as a going concern. If substantial doubt has not been alleviated, these disclosures should become more extensive in subsequent reporting periods as additional information becomes available. In the period that substantial doubt no longer exists (before or after considering management’s plans), management should disclose how the principal conditions and events that originally gave rise to substantial doubt have been resolved. The ASU applies prospectively to all entities for annual periods ending after December 15, 2016, and to annual and interim periods thereafter. Early adoption is permitted. The Company has not yet adopted the provisions of ASU 2014-15. | |
PREPAID_EXPENSES
PREPAID EXPENSES | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||
Prepaid Expenses [Text Block] | NOTE 4: PREPAID EXPENSES | |||||||
Prepaid expenses consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Prepaid insurance | 103,649 | 87,633 | ||||||
Prepaid hardware and software | 41,313 | 38,268 | ||||||
Retainer and security deposits | 25,000 | 25,000 | ||||||
Lab supplies | 6,804 | 14,976 | ||||||
Tradeshow and other marketing events | 5,995 | 50,000 | ||||||
Other | 81,002 | 31,330 | ||||||
Total prepaid expenses | $ | 263,763 | $ | 247,207 | ||||
FURNITURE_AND_EQUIPMENT
FURNITURE AND EQUIPMENT | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | NOTE 5: FURNITURE AND EQUIPMENT | |||||||
Furniture and equipment consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Machinery and equipment | $ | 574,848 | $ | 522,813 | ||||
Leasehold improvements | 96,491 | 93,665 | ||||||
Furniture and equipment | 671,339 | 616,478 | ||||||
Less: Accumulated depreciation | -289,749 | -258,946 | ||||||
Total furniture and equipment | $ | 381,590 | $ | 357,532 | ||||
Depreciation expense for the three months ended March 31, 2015 and 2014 was $30,802 and $21,171, respectively. | ||||||||
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 6: INTANGIBLE ASSETS | |||||||
Intangible assets consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Patents | $ | 1,630,000 | $ | 1,630,000 | ||||
Capitalized license costs | 200,000 | 200,000 | ||||||
Software | 214,212 | 203,038 | ||||||
Intangible assets | 2,044,212 | 2,033,038 | ||||||
Less: Accumulated amortization | -166,457 | -112,393 | ||||||
Total intangible assets, net | $ | 1,877,755 | $ | 1,920,645 | ||||
Intangible assets amounted to $1,877,755 and $1,920,645 as of March 31, 2015 and December 31, 2014, respectively, and consisted of patents, capitalized license costs and software acquired. The amortization period for the purchased software is 3 years. Amortization expense related to software for the three months ended March 31, 2015 and 2014 was $11,811 and $8,761, respectively. | ||||||||
Patents amounted to $1,630,000 as of March 31, 2015 and December 31, 2014, and mainly consisted of patents acquired from Acueity on September 30, 2012 in an asset purchase transaction. Patent assets are amortized based on their determined useful life, and tested annually for impairment. The amortization period was from 7 to 12 years. Amortization expense related to patents was $37,254 and $93,497 for the three months ended March 31, 2015 and 2014, respectively. | ||||||||
Capitalized license costs consist of fees paid to A5 Genetics KFT, Corporation, pursuant to which the Company received the world-wide (other than the European Union) exclusive license to use the software in the NextCYTE test. Amortization expense related to license costs was $5,000 and $1,668 for the three months ended March 31, 2015 and 2014, respectively. | ||||||||
Future estimated amortization expenses as of March 31, 2015 for the five succeeding years is as follows: | ||||||||
For the Year Ending December 31, | Amounts | |||||||
2015 (includes the remainder of the year) | $ | 163,126 | ||||||
2016 | 228,529 | |||||||
2017 | 197,168 | |||||||
2018 | 169,325 | |||||||
2019 | 169,015 | |||||||
Thereafter | 950,592 | |||||||
$ | 1,877,755 | |||||||
PAYROLL_LIABILITIES
PAYROLL LIABILITIES | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 7: PAYROLL LIABILITIES: | |||||||
Payroll liabilities consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Accrued bonus payable | $ | 896,884 | $ | 752,828 | ||||
Accrued payroll liabilities | 157,959 | 109,653 | ||||||
Accrued payroll tax liabilities | 224,685 | 194,224 | ||||||
Total payroll liabilities | $ | 1,279,528 | $ | 1,056,705 | ||||
ACCRUED_EXPENSES
ACCRUED EXPENSES | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 8: ACCRUED EXPENSES: | |||||||
Accrued expenses consisted of the following: | ||||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Accrued commissions | $ | 924,825 | $ | 174,398 | ||||
Accrued expenses | 138,144 | 254,126 | ||||||
Accrued royalties | 54,963 | 16,337 | ||||||
Total accrued expenses | $ | 1,117,932 | $ | 444,861 | ||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9: STOCKHOLDERS’ EQUITY | |||||||||
The Company is authorized to issue a total of 85,000,000 shares of stock consisting of 75,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred Stock, par value $0.001 per share. The Company has designated 750,000 shares of Series A Junior Participating Preferred Stock, par value $0.001 per share through the filing of certificate of designation with the Delaware Secretary of State. | ||||||||||
On May 19, 2014, the Company adopted a stockholder rights agreement which provides that all stockholders of record on May 26, 2014 received a non-taxable distribution of one preferred stock purchase right for each share of the Company’s common stock held by such stockholder. Each right is attached to and trades with the associated share of common stock. The rights will become exercisable only if one of the following occurs: (1) a person becomes an “Acquiring Person” by acquiring beneficial ownership of 15% or more of the Company’s common stock (or, in the case of a person who beneficially owned 15% or more of the Company’s common stock on the date the stockholder rights agreement was executed, by acquiring beneficial ownership of additional shares representing 2.0% of the Company’s common stock then outstanding (excluding compensatory arrangements) or (2) a person commences a tender offer that, if consummated, would result in such person becoming an Acquiring Person. If a person becomes an Acquiring Person, each right will entitle the holder, other than the Acquiring Person and certain related parties, to purchase a number of shares of the Company’s common stock with a market value that equals twice the exercise price of the right. The initial exercise price of each right is $15.00, so each holder (other than the Acquiring Person and certain related parties) exercising a right would be entitled to receive $30.00 worth of the Company’s common stock. If the Company is acquired in a merger or similar business combination transaction at any time after a person has become an Acquiring Person, each holder of a right (other than the Acquiring Person and certain related parties) will be entitled to purchase a similar amount of stock of the acquiring entity. | ||||||||||
2014 Public Offering of Common Stock and Warrants | ||||||||||
On January 29, 2014, the Company closed a public offering of 5,834,234 units at the price of $2.40 per unit for total gross proceeds of approximately $14.0 million. Each unit consists of one share of common stock and a warrant to purchase 0.20 of a share of common stock (the “2014 Investor Warrants”). The 2014 Investor Warrants are exercisable at $3.00 per share and callable by the Company at $6.00 per share if certain conditions are met. | ||||||||||
Placement Agent Fees | ||||||||||
In connection with the 2014 Public Offering, the Company paid Dawson James Securities, Inc. (the “Placement Agent”), a cash fee equal to 7% of the gross proceeds from sale of the units, which resulted in a payment to the Placement Agent of an aggregate of $980,151 (the “Placement Agent Fee”). In addition, the Company entered into Warrant Agreements with the Placement Agent pursuant to which the Placement Agent received 175,027 warrants, or 3% of the aggregate number of shares sold in the offering (the “2014 Placement Agent Warrants” and together with the 2014 Investor Warrants, the “2014 Warrants”). Each 2014 Placement Agent Warrant entitles the Placement Agent to purchase one share of the Company’s common stock at $3.00 per share. The cash payment of the $980,151 2014 Placement Agent Fee and the $121,707 aggregated initial fair value of the 2014 Placement Agent Warrants (see Fair Value Considerations below) were directly attributable to an actual offering and were charged through additional paid-in capital in accordance with the SEC Staff Accounting Bulletin (SAB) Topic 5A. | ||||||||||
Warrants | ||||||||||
The 2014 Warrants are exercisable at any time commencing after January 29, 2014 (the “Initial Exercise Date”). Subject to the call right described above, the 2014 Warrants shall expire and no longer be exercisable on the fifth anniversary of the Initial Exercise Date on November 29, 2018 (the “Expiration Date”). The 2014 Warrants cannot be exercised on a cashless basis. There are no redemption features embodied in the 2014 Warrants and they have met the conditions provided in current GAAP accounting standards for equity classification. | ||||||||||
Outstanding Warrants | ||||||||||
As of March 31, 2015, warrants to purchase 6,033,426 shares of common stock are outstanding including: | ||||||||||
Outstanding | Exercise | Expiration date | ||||||||
Warrants to | price | |||||||||
purchase shares | ||||||||||
2011 private placement | 4,252,050 | $ | 1.25 - 1.60 | 23-Jun-16 | ||||||
Acueity warrants | 325,000 | 5 | 30-Sep-17 | |||||||
2014 public offering | 1,166,849 | 3 | 29-Jan-19 | |||||||
Placement agent fees for Company’s offerings | 242,027 | 2.12 – 12.43 | March - November, 2018 | |||||||
Outside consulting | 47,500 | $ | 4.24 | 14-Jan-18 | ||||||
6,033,426 | ||||||||||
From March 4, 2015 to March 31, 2015 we sold 2,653,199 shares of Common Stock to Aspire Capital under the November 8, 2013 agreement with them, with total gross proceeds to the Company of $4,292,349. | ||||||||||
NET_LOSS_PER_SHARE
NET LOSS PER SHARE | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Earnings Per Share [Text Block] | NOTE 10: NET LOSS PER SHARE | |||||||
The Company accounts for and discloses net loss per common share in accordance with FASB ASC Topic 260, Earnings Per Share. Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares that would have been outstanding during the period assuming the issuance of common shares for all potential dilutive common shares outstanding. Potential common shares consist of shares issuable upon the exercise of stock options and warrants. Because the inclusion of potential common shares would be anti-dilutive for all periods presented, diluted net loss per common share is the same as basic net loss per common share. | ||||||||
The following table sets forth the number of potential common shares excluded from the calculation of net loss per diluted share for the three-month ended March 31, 2015 and 2014 because the effect of them would be anti-dilutive since the Company recorded net losses for both periods: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Options to purchase common stock | 4,354,418 | 2,246,651 | ||||||
Warrants to purchase common stock | 6,033,426 | 4,775,550 | ||||||
Restricted stock units | - | - | ||||||
10,387,844 | 7,022,201 | |||||||
INCOME_TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 11: INCOME TAXES |
Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | |
As a result of the Company’s cumulative losses, management has concluded that a full valuation allowance against the Company’s net deferred tax assets is appropriate. No income tax liabilities existed as of March 31, 2015 and December 31, 2014 due to the Company’s continuing operating losses. | |
CONCENTRATION_OF_CREDIT_RISK
CONCENTRATION OF CREDIT RISK | 3 Months Ended |
Mar. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | NOTE 12: CONCENTRATION OF CREDIT RISK |
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At March 31, 2015 and December 31, 2014, the Company had $9,478,369 and $8,250,718 in excess of the FDIC insured limit, respectively. | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies Disclosure [Text Block] | NOTE 13: COMMITMENTS AND CONTINGENCIES | ||||
Affymetrix Purchase Commitment | |||||
In connection with the development of the NextCYTE test by the NRLBH, the NRLBH entered into an “OwnerChip Program Agreement” with Affymetrix, Inc. (“Affymetrix”), a manufacturer of GeneChip Systems, where Affymetrix has agreed to loan a GeneChip System 3000Dx v.2 (“instrument”) to the Company if it purchases and takes delivery of a minimum thirty GeneChip Human Genome U133 Plus 2.0 (30-pack) arrays at $21,590 per 30-pack for the next three years for a total purchase obligation of $647,700 with a minimum purchase of ten 30-pack arrays per contract year. At the end of the three year contract, upon fulfillment of the purchase commitment, the instrument title and ownership transfer to the NRLBH at no additional cost. Because the Company takes ownership of the equipment at the completion of the three-year contract, the Company determined that the arrangement represents a capital lease for the equipment. The Company recorded $206,702 as a capital lease for the equipment and began amortizing the equipment on a straight line basis over five years. In addition to the GeneChip Human Genome, the NRLBH must purchase a two year service contract for $51,600 to cover maintenance of the instrument during the contract period. The NRLBH placed an initial order for four 30-pack arrays during 2013 for $94,723. In September 2014, the NRLBH purchased six additional 30-pack arrays for $142,005. | |||||
The future minimum payments for the Affymetrix capital lease are as follows: | |||||
Year Ending December 31, | Amount | ||||
2015 | $ | 53,045 | |||
2016 | 49,194 | ||||
Total minimum lease payments | $ | 102,239 | |||
A5 Software Development Commitment | |||||
On June 10, 2013 the Company entered into an irrevocable license and service agreement with A5 Genetics KFT, Corporation (“A5 Genetics”), pursuant to which the Company received the world-wide (other than the European Union) exclusive license to the software used in the NextCYTE test. The Company has the right to prosecute patents related to this software, two of which the Company has filed in the United States. The patent applications have been assigned to the Company. The Company paid a one-time fee of $100,000 to A5 Genetics in 2013 and in March 2014 the Company completed software validation and paid an additional $100,000 to A5 Genetics. The Company is obligated to pay up to an additional $1.2 million to A5 Genetics upon receiving the regulatory clearance for the NextCYTE test. The Company must also pay a royalty of $50 for each NextCYTE test performed and a service fee of $65 for each NextCYTE test performed. The NextCYTE test is still in validation stage and no royalty or service fees have been paid as of March 31, 2015. The agreement terminates on the later of June 10, 2023 or the expiration of the latest patents covering the software. | |||||
Luminex Reagent Rental Agreement and Assay License Agreement | |||||
On September 2, 2014, in connection with the development of a pharmacogenomics test by the NRLBH, the NRLBH entered into a three-year rental agreement with Luminex Corporation (Luminex), which provides that the NRLBH acquires the right to use Luminex instruments, including accessories, peripherals and options (the “System”) at no cost if the NRLBH purchases goods (the “Products”) at agreed upon quantities and prices for the next three years. The minimum purchases of Products under the agreement are $452,408 per year. The title to the System remains with Luminex and the NRLBH is required to return the System to Luminex at the end of the three-year rental agreement. | |||||
BioVentive Laboratory Marketing Service Agreement | |||||
On August 28, 2014, the NRLBH entered into a three year Laboratory Marketing Services Agreement with BioVentive, Inc. (“BioVentive”), which provides that BioVentive market and promote the NRLBH laboratory tests to licensed physicians practicing medicine for a fee. The agreement may be terminated prior to the end of the three year term by either party for material breach that is not cured and the NRLBH may terminate if BioVentive fails to meet certain minimums or if the NRLBH undergoes a change of control. If the agreement is terminated by the NRLBH for any reason other than for cause (which includes a material uncured breach by BioVentive or if BioVentive fails to meet certain minimums), the NRLBH is required to pay BioVentive a termination fee equal to approximately three months of fees otherwise payable to BioVentive. | |||||
Targeted Medical Education (TME) Master Service Agreement | |||||
On September 1, 2014, the NRLBH entered into a three year agreement with TME Research LLC (TME) which requires TME to provide to the NRLBH 100 tissue specimens in connection with the development of the NextCYTE test. Fees payable to TME under the agreement includes $99,600 up front, $31,500 upon supplying the first 25 specimens and $31,500 at the time of final delivery of all specimens. The agreement is terminable with 60 days prior written notice or immediately upon a material breach. As of March 31, 2015, the Company has paid $162,600 in fees, which were recorded as R&D expenses. | |||||
Litigation and Contingencies | |||||
On October 10, 2013, a putative securities class action complaint, captioned Cook v. Atossa Genetics, Inc., et al., No. 2:13-cv-01836-RSM, was filed in the United States District Court for the Western District of Washington against us, certain of the Company’s directors and officers and the underwriters of the Company November 2012 initial public offering. The complaint alleges that all defendants violated Sections 11 and 12(a)(2), and that the Company and certain of its directors and officers violated Section 15, of the Securities Act by making material false and misleading statements and omissions in the offering’s registration statement, and that we and certain of our directors and officers violated Sections 10(b) and 20A of the Exchange Act and SEC Rule 10b-5 promulgated thereunder by making false and misleading statements and omissions in the registration statement and in certain of our subsequent press releases and SEC filings with respect to our NAF specimen collection process, our ForeCYTE Breast Health Test and our MASCT device. This action seeks, on behalf of persons who purchased our common stock between November 8, 2012 and October 4, 2013, inclusive, damages of an unspecific amount. | |||||
On February 14, 2014, the Court appointed plaintiffs Miko Levi, Bandar Almosa and Gregory Harrison (collectively, the “Levi Group”) as lead plaintiffs, and approved their selection of co-lead counsel and liaison counsel. The Court also amended the caption of the case to read In re Atossa Genetics, Inc. Securities Litigation. No. 2:13-cv-01836-RSM. An amended complaint was filed on April 15, 2014. The Company and other defendants filed motions to dismiss the amended complaint on May 30, 2014. On October 6, 2014 the Court granted defendants’ motion dismissing all claims against Atossa and all other defendants. On October 30, 2014, the Court entered a final order of dismissal. On November 3, 2014, plaintiffs filed a notice of appeal with the Court and have appealed the Court’s dismissal order to the U.S. Court of Appeals for the Ninth Circuit. On February 11, 2015, plaintiffs filed their opening appellate brief. Defendants filed an answer on April 13, 2015. If plaintiffs choose to file a reply brief in support of their appeal, it is due May 18, 2015. A hearing for the appeal has not been set. | |||||
The Company believes this lawsuit is without merit and plans to defend itself vigorously; however, failure by the Company to obtain a favorable resolution of the claims set forth in the complaint could have a material adverse effect on the Company’s business, results of operations and financial condition. Currently, the amount of such material adverse effect cannot be reasonably estimated, and no provision or liability has been recorded for these claims as of March 31, 2015. The costs associated with defending and resolving the lawsuit and ultimate outcome cannot be predicted. These matters are subject to inherent uncertainties and the actual cost, as well as the distraction from the conduct of the Company’s business, will depend upon many unknown factors and management’s view of these may change in the future. | |||||
STOCK_BASED_COMPENSATION
STOCK BASED COMPENSATION | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 14: STOCK BASED COMPENSATION | |||||||||||||
Stock Options and Incentive Plan | ||||||||||||||
On September 28, 2010, the Board of Directors approved the adoption of the 2010 Stock Option and Incentive Plan, or the 2010 Plan, to provide for the grant of equity-based awards to employees, officers, non-employee directors and other key persons providing services to the Company. Awards of incentive options may be granted under the 2010 Plan until September 2020. No other awards may be granted under the 2010 Plan after the date that is 10 years from the date of stockholder approval. An aggregate of 1,000,000 shares were initially reserved for issuance in connection with awards granted under the 2010 Plan, such number of shares to be subject to adjustment as provided in the plan and in any award agreements entered into by the Company under the plan, and upon the exercise or conversion of any awards granted under the plan. On January 1, 2012, 450,275 shares were added to the 2010 Plan and on January 1, 2013, 516,774 shares were added to the 2010 Plan, on January 1, 2014, 742,973 shares, on January 1, 2015, 983,362 shares were added to the 2010 plan as provided under the terms of the 2010 Plan. | ||||||||||||||
The Company granted options to purchase 768,322 shares of common stock to employees and directors during the three months ended March 31, 2015. There are 743,966 options available for grant under the 2010 Plan as of March 31, 2015. | ||||||||||||||
Compensation costs associated with the Company’s stock options are recognized, based on the grant-date fair values of these options, over the requisite service period, or vesting period. Accordingly, the Company recognized stock based compensation expense of $180,628 and $230,181 for the three months ended March 31, 2015 and 2014, respectively. | ||||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
General and administrative | $ | 129,360 | $ | 209,629 | ||||||||||
Research and development | 18,970 | 4,627 | ||||||||||||
Selling | 32,298 | 15,926 | ||||||||||||
Total stock compensation expense | $ | 180,628 | $ | 230,181 | ||||||||||
The following table presents information concerning stock option grants for the three months ended March 31, 2015: | ||||||||||||||
Employees | Executives & | |||||||||||||
Officers | ||||||||||||||
Date of Grant | January –March 2015 | January – | ||||||||||||
March 2015 | ||||||||||||||
Fair value of common stock on date of grant | $ | 1.19 – 1.59 | $ | 1.59 | ||||||||||
Exercise price of the options | $ | 1.40 – 1.88 | $ | 1.88 | ||||||||||
Expected life of the options (years) | 6.04-6.13 | 6.06 | ||||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
Expected volatility | 113.5- 115 | % | 113.5 | % | ||||||||||
Risk-free interest rate | 1.64 – 1.79 | % | 1.74 | % | ||||||||||
Expected forfeiture per year (%) | 10 | % | 10 | % | ||||||||||
Weighted average fair value of the options per unit | $ | 1.56 | $ | 1.59 | ||||||||||
Options issued and outstanding as of March 31, 2015 and their activities during the three months then ended are as follows: | ||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||
Underlying | Average | Average | Intrinsic Value | |||||||||||
Shares | Exercise | Contractual | ||||||||||||
Price Per | Life | |||||||||||||
Share | Remaining | |||||||||||||
in | ||||||||||||||
Years | ||||||||||||||
Outstanding as of January 1, 2015 | 3,675,634 | $ | 2.86 | $ | 344,000 | |||||||||
Granted | 768,322 | 1.56 | ||||||||||||
Forfeited | -89,538 | 0.7 | 51,750 | |||||||||||
Exercised | - | - | ||||||||||||
Outstanding as of March 31, 2015 | 4,354,418 | 2.71 | 8.2 | $ | 884,650 | |||||||||
Exercisable as of March 31, 2015 | 1,494,728 | 4.21 | 6.23 | $ | 140,282 | |||||||||
Vested and expected to vest (1) | 3,967,136 | $ | 2.79 | 8.09 | $ | 797,960 | ||||||||
(1) vested shares and unvested shares after a forfeiture rate is applied | ||||||||||||||
At March 31, 2015, there were 2,859,690 unvested options outstanding and the related unrecognized total compensation cost associated with these options was $2,302,162. This expense is expected to be recognized over a weighted-average period of 3.16 years. | ||||||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 15: SUBSEQUENT EVENTS |
All subsequent events requiring recognition as of March 31, 2015 have been incorporated into these consolidated financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events”. | |
SUMMARY_OF_ACCOUNTING_POLICIES1
SUMMARY OF ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation: |
The accompanying condensed consolidated financial statements have been prepared pursuant to the rules of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), have been condensed or omitted pursuant to those rules and regulations. The Company believes disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary to fairly state the financial position, results of operations and cash flows with respect to the interim condensed consolidated financial statements have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire fiscal year. Reference is made to the Company’s audited annual financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2014, which contain information useful to understanding the Company's business and financial statement presentations. The Condensed Consolidated Balance Sheet as of December 31, 2014 was derived from the Company's most recent audited financial statements, but does not include all disclosures required by GAAP for a year-end balance sheet. The Company’s significant accounting policies and practices are presented as Note 3 to the consolidated financial statements included in the Annual Report. The accompanying condensed consolidated financial statements include the financial statements of Atossa Genetics Inc. and its wholly-owned subsidiary NRLBH. All significant intercompany account balances and transactions have been eliminated in consolidation. These condensed consolidated financial statements have been prepared in accordance with GAAP. | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates: |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements: |
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers: Topic 606 (“ASU 2014-09”), to supersede nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than required under existing GAAP including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company in the first quarter of 2017 using either of two methods: (i) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application and providing certain additional disclosures as defined per ASU 2014-09. The Company is currently evaluating the impact of its pending adoption of ASU 2014-09 on its consolidated financial statements. | |
In August, 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU requires management to determine whether substantial doubt exists regarding the entity’s going concern presumption, which generally refers to an entity’s ability to meet its obligations as they become due. If substantial doubt exists but is not alleviated by management’s plan, the footnotes must specifically state that “there is substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued.” In addition, if substantial doubt exists, regardless of whether such doubt was alleviated, entities must disclose: (a) principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans, if any); (b) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations; and (c) management’s plans that are intended to mitigate the conditions or events that raise substantial doubt, or that did alleviate substantial doubt, about the entity’s ability to continue as a going concern. If substantial doubt has not been alleviated, these disclosures should become more extensive in subsequent reporting periods as additional information becomes available. In the period that substantial doubt no longer exists (before or after considering management’s plans), management should disclose how the principal conditions and events that originally gave rise to substantial doubt have been resolved. The ASU applies prospectively to all entities for annual periods ending after December 15, 2016, and to annual and interim periods thereafter. Early adoption is permitted. The Company has not yet adopted the provisions of ASU 2014-15. | |
PREPAID_EXPENSES_Tables
PREPAID EXPENSES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||||||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Prepaid expenses consisted of the following: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Prepaid insurance | 103,649 | 87,633 | ||||||
Prepaid hardware and software | 41,313 | 38,268 | ||||||
Retainer and security deposits | 25,000 | 25,000 | ||||||
Lab supplies | 6,804 | 14,976 | ||||||
Tradeshow and other marketing events | 5,995 | 50,000 | ||||||
Other | 81,002 | 31,330 | ||||||
Total prepaid expenses | $ | 263,763 | $ | 247,207 | ||||
FURNITURE_AND_EQUIPMENT_Tables
FURNITURE AND EQUIPMENT (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment [Table Text Block] | Furniture and equipment consisted of the following: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Machinery and equipment | $ | 574,848 | $ | 522,813 | ||||
Leasehold improvements | 96,491 | 93,665 | ||||||
Furniture and equipment | 671,339 | 616,478 | ||||||
Less: Accumulated depreciation | -289,749 | -258,946 | ||||||
Total furniture and equipment | $ | 381,590 | $ | 357,532 | ||||
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | Intangible assets consisted of the following: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Patents | $ | 1,630,000 | $ | 1,630,000 | ||||
Capitalized license costs | 200,000 | 200,000 | ||||||
Software | 214,212 | 203,038 | ||||||
Intangible assets | 2,044,212 | 2,033,038 | ||||||
Less: Accumulated amortization | -166,457 | -112,393 | ||||||
Total intangible assets, net | $ | 1,877,755 | $ | 1,920,645 | ||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Future estimated amortization expenses as of March 31, 2015 for the five succeeding years is as follows: | |||||||
For the Year Ending December 31, | Amounts | |||||||
2015 (includes the remainder of the year) | $ | 163,126 | ||||||
2016 | 228,529 | |||||||
2017 | 197,168 | |||||||
2018 | 169,325 | |||||||
2019 | 169,015 | |||||||
Thereafter | 950,592 | |||||||
$ | 1,877,755 | |||||||
PAYROLL_LIABILITIES_Tables
PAYROLL LIABILITIES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of Accrued Liabilities [Table Text Block] | Payroll liabilities consisted of the following: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Accrued bonus payable | $ | 896,884 | $ | 752,828 | ||||
Accrued payroll liabilities | 157,959 | 109,653 | ||||||
Accrued payroll tax liabilities | 224,685 | 194,224 | ||||||
Total payroll liabilities | $ | 1,279,528 | $ | 1,056,705 | ||||
ACCRUED_EXPENSES_Tables
ACCRUED EXPENSES (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accrued expenses consisted of the following: | |||||||
March 31, | December 31, | |||||||
2015 | 2014 | |||||||
Accrued commissions | $ | 924,825 | $ | 174,398 | ||||
Accrued expenses | 138,144 | 254,126 | ||||||
Accrued royalties | 54,963 | 16,337 | ||||||
Total accrued expenses | $ | 1,117,932 | $ | 444,861 | ||||
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended | |||||||||
Mar. 31, 2015 | ||||||||||
Stockholders' Equity Note [Abstract] | ||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | As of March 31, 2015, warrants to purchase 6,033,426 shares of common stock are outstanding including: | |||||||||
Outstanding | Exercise | Expiration date | ||||||||
Warrants to | price | |||||||||
purchase shares | ||||||||||
2011 private placement | 4,252,050 | $ | 1.25 - 1.60 | 23-Jun-16 | ||||||
Acueity warrants | 325,000 | 5 | 30-Sep-17 | |||||||
2014 public offering | 1,166,849 | 3 | 29-Jan-19 | |||||||
Placement agent fees for Company’s offerings | 242,027 | 2.12 – 12.43 | March - November, 2018 | |||||||
Outside consulting | 47,500 | $ | 4.24 | 14-Jan-18 | ||||||
6,033,426 | ||||||||||
NET_LOSS_PER_SHARE_Tables
NET LOSS PER SHARE (Tables) | 3 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Earnings Per Share [Abstract] | ||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following table sets forth the number of potential common shares excluded from the calculation of net loss per diluted share for the three-month ended March 31, 2015 and 2014 because the effect of them would be anti-dilutive since the Company recorded net losses for both periods: | |||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2015 | 2014 | |||||||
Options to purchase common stock | 4,354,418 | 2,246,651 | ||||||
Warrants to purchase common stock | 6,033,426 | 4,775,550 | ||||||
Restricted stock units | - | - | ||||||
10,387,844 | 7,022,201 | |||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Operating Leases of Lessee Disclosure [Table Text Block] | The future minimum payments for the Affymetrix capital lease are as follows: | ||||
Year Ending December 31, | Amount | ||||
2015 | $ | 53,045 | |||
2016 | 49,194 | ||||
Total minimum lease payments | $ | 102,239 | |||
STOCK_BASED_COMPENSATION_Table
STOCK BASED COMPENSATION (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2015 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Accordingly, the Company recognized stock based compensation expense of $180,628 and $230,181 for the three months ended March 31, 2015 and 2014, respectively. | |||||||||||||
Three Months Ended | ||||||||||||||
March 31, | ||||||||||||||
2015 | 2014 | |||||||||||||
General and administrative | $ | 129,360 | $ | 209,629 | ||||||||||
Research and development | 18,970 | 4,627 | ||||||||||||
Selling | 32,298 | 15,926 | ||||||||||||
Total stock compensation expense | $ | 180,628 | $ | 230,181 | ||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following table presents information concerning stock option grants for the three months ended March 31, 2015: | |||||||||||||
Employees | Executives & | |||||||||||||
Officers | ||||||||||||||
Date of Grant | January –March 2015 | January – | ||||||||||||
March 2015 | ||||||||||||||
Fair value of common stock on date of grant | $ | 1.19 – 1.59 | $ | 1.59 | ||||||||||
Exercise price of the options | $ | 1.40 – 1.88 | $ | 1.88 | ||||||||||
Expected life of the options (years) | 6.04-6.13 | 6.06 | ||||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
Expected volatility | 113.5- 115 | % | 113.5 | % | ||||||||||
Risk-free interest rate | 1.64 – 1.79 | % | 1.74 | % | ||||||||||
Expected forfeiture per year (%) | 10 | % | 10 | % | ||||||||||
Weighted average fair value of the options per unit | $ | 1.56 | $ | 1.59 | ||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options issued and outstanding as of March 31, 2015 and their activities during the three months then ended are as follows: | |||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||
Underlying | Average | Average | Intrinsic Value | |||||||||||
Shares | Exercise | Contractual | ||||||||||||
Price Per | Life | |||||||||||||
Share | Remaining | |||||||||||||
in | ||||||||||||||
Years | ||||||||||||||
Outstanding as of January 1, 2015 | 3,675,634 | $ | 2.86 | $ | 344,000 | |||||||||
Granted | 768,322 | 1.56 | ||||||||||||
Forfeited | -89,538 | 0.7 | 51,750 | |||||||||||
Exercised | - | - | ||||||||||||
Outstanding as of March 31, 2015 | 4,354,418 | 2.71 | 8.2 | $ | 884,650 | |||||||||
Exercisable as of March 31, 2015 | 1,494,728 | 4.21 | 6.23 | $ | 140,282 | |||||||||
Vested and expected to vest (1) | 3,967,136 | $ | 2.79 | 8.09 | $ | 797,960 | ||||||||
(1) vested shares and unvested shares after a forfeiture rate is applied | ||||||||||||||
GOING_CONCERN_Details_Textual
GOING CONCERN (Details Textual) (USD $) | 3 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net Income (Loss) Attributable to Parent | $3,335,291 | $2,411,531 | ||
Cash and Cash Equivalents, at Carrying Value, Total | 9,728,369 | 16,590,951 | 8,500,718 | 6,342,161 |
Working Capital | 7,900,000 | |||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations, Total | ($2,998,663) | ($2,603,989) |
PREPAID_EXPENSES_Details
PREPAID EXPENSES (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets [Line Items] | ||
Prepaid insurance | $103,649 | $87,633 |
Prepaid hardware and software | 41,313 | 38,268 |
Retainer and security deposits | 25,000 | 25,000 |
Lab supplies | 6,804 | 14,976 |
Tradeshow and other marketing events | 5,995 | 50,000 |
Other | 81,002 | 31,330 |
Total prepaid expenses | $263,763 | $247,207 |
FURNITURE_AND_EQUIPMENT_Detail
FURNITURE AND EQUIPMENT (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Machinery and equipment | $574,848 | $522,813 |
Leasehold improvements | 96,491 | 93,665 |
Furniture and equipment | 671,339 | 616,478 |
Less: accumulated depreciation | -289,749 | -258,946 |
Total furniture and equipment | $381,590 | $357,532 |
FURNITURE_AND_EQUIPMENT_Detail1
FURNITURE AND EQUIPMENT (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $30,802 | $21,171 |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Patents | $1,630,000 | $1,630,000 |
Capitalized license costs | 200,000 | 200,000 |
Software | 214,212 | 203,038 |
Intangible assets | 2,044,212 | 2,033,038 |
Less: Accumulated amortization | -166,457 | -112,393 |
Total intangible assets, net | $1,877,755 | $1,920,645 |
INTANGIBLE_ASSETS_Details_1
INTANGIBLE ASSETS (Details 1) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
2015 (includes the remainder of the year) | $163,126 | |
2016 | 228,529 | |
2017 | 197,168 | |
2018 | 169,325 | |
2019 | 169,015 | |
Thereafter | 950,592 | |
Intangible assets, net | $1,877,755 | $1,920,645 |
INTANGIBLE_ASSETS_Details_Text
INTANGIBLE ASSETS (Details Textual) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Net, Total | $1,877,755 | $1,920,645 | |
Finite-Lived Patents, Gross | 1,630,000 | 1,630,000 | |
Computer Software, Intangible Asset [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | 11,811 | 8,761 | |
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | 37,254 | 93,497 | |
Patents [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||
Patents [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 12 years | ||
Software License Arrangement [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $5,000 | $1,668 |
PAYROLL_LIABILITIES_Details
PAYROLL LIABILITIES (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Payroll Liabilities [Line Items] | ||
Accrued bonus payable | $896,884 | $752,828 |
Accrued payroll liabilities | 157,959 | 109,653 |
Accrued payroll tax liabilities | 224,685 | 194,224 |
Total payroll liabilities | $1,279,528 | $1,056,705 |
ACCRUED_EXPENSES_Details
ACCRUED EXPENSES (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Accounts Payable And Accrued Liabilities [Line Items] | ||
Accrued commissions | $924,825 | $174,398 |
Accrued expenses | 138,144 | 254,126 |
Accrued royalties | 54,963 | 16,337 |
Total accrued expenses | $1,117,932 | $444,861 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | 19-May-14 | Jan. 29, 2014 | |
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $15 | ||
Shares of Common Stock, Outstanding | 6,033,426 | ||
2011 Private Placement [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 4,252,050 | ||
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable | 23-Jun-16 | ||
2011 Private Placement [Member] | Maximum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 1.6 | ||
2011 Private Placement [Member] | Minimum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 1.25 | ||
Acuiety Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 325,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 5 | ||
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable | 30-Sep-17 | ||
2014 Public Offering [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 1,166,849 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 3 | $3 | |
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable | 29-Jan-19 | ||
Placement Agent Fee [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 242,027 | ||
Placement Agent Fee [Member] | Maximum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 12.43 | ||
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable | 30-Nov-18 | ||
Placement Agent Fee [Member] | Minimum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 2.12 | ||
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable | 31-Mar-18 | ||
Outside consulting firm [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 47,500 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 4.24 | ||
Expiration Dates of Class of Warrant or Right Not Date From Which Warrants or Rights Exercisable | 14-Jan-18 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||
Jan. 29, 2014 | Mar. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | 19-May-14 | |
Stockholder's Equity [Line Items] | |||||
Total Shares Authorized | 85,000,000 | 85,000,000 | |||
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 | 75,000,000 | ||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $0.00 | $0.00 | $0.00 | ||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $0.00 | $0.00 | $0.00 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,033,426 | 6,033,426 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $15 | ||||
Percentage of Common Stock Outstanding | 2.00% | ||||
Entitled to Receive Worth of Common Stock | $30 | ||||
Series A Preferred Stock [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Preferred Stock, Shares Authorized | 750,000 | 750,000 | |||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $0.00 | $0.00 | |||
2014 Public Offering [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Shares, Issued | 5,834,234 | ||||
Shares Issued, Price Per Share | $2.40 | ||||
Proceeds from Issuance or Sale of Equity | $14,000,000 | ||||
Stockholders Equity Note, Stock Split | Each unit consists of one share of common stock and a warrant to purchase 0.20 of a share of common stock (the “2014 Investor Warrants”). | ||||
Warrants Callable Per Share | $6 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $3 | $3 | $3 | ||
Acuiety Warrants [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $5 | $5 | |||
outside consulting firm [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $4.24 | $4.24 | |||
Placement Agent1 [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Cash Fee Equals to Percentage of Gross Proceeds from Sale of Common Stock and Warrants | 7.00% | ||||
Fees and Commissions, Other | 980,151 | ||||
Placement Agent1 [Member] | Warrant [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Fees and Commissions, Other | 980,151 | ||||
Exercise Price of Common Stock | $3 | ||||
Option Indexed To Issuer's Equity, Indexed Shares | 121,707 | ||||
Percentage of Shares Sold in Offering | 3.00% | ||||
Placement Agent Warrants [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Option Indexed To Issuer's Equity, Indexed Shares | 175,027 | ||||
Minimum [Member] | 2011 Private Placement [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1.25 | $1.25 | |||
Maximum [Member] | 2011 Private Placement [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1.60 | $1.60 | |||
Aspire Capital Fund, Llc [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 2,653,199 | ||||
Proceeds from Issuance of Common Stock | $4,292,349 | ||||
Beneficial Owner [Member] | |||||
Stockholder's Equity [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 15.00% |
NET_LOSS_PER_SHARE_Details
NET LOSS PER SHARE (Details) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,387,844 | 7,022,201 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,354,418 | 2,246,651 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,033,426 | 4,775,550 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 |
CONCENTRATION_OF_CREDIT_RISK_D
CONCENTRATION OF CREDIT RISK (Details Textual) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Concentration Risk [Line Items] | ||
Cash, FDIC Insured Amount | $250,000 | |
Cash, Uninsured Amount | $9,478,369 | $8,250,718 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (Affymetrix Inc [Member], USD $) | Mar. 31, 2015 |
Affymetrix Inc [Member] | |
Capital Leased Assets [Line Items] | |
2015 | $53,045 |
2016 | 49,194 |
Total minimum lease payments | $102,239 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 12 Months Ended | ||
Sep. 02, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Jun. 10, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | |
COMMITMENTS AND CONTINGENCIES [Line Items] | ||||||
Cost of Services | $1,206,312 | $0 | ||||
Research and Development Expense, Total | 797,225 | 422,503 | ||||
Amortization Of Capital Lease Equipment Straight Line Basis | 5 years | |||||
Other Commitments, Description | On September 1, 2014, the NRLBH entered into a three year agreement with TME Research LLC (TME) which requires TME to provide to the NRLBH 100 tissue specimens in connection with the development of the NextCYTE test. Fees payable to TME under the agreement includes $99,600 up front, $31,500 upon supplying the first 25 specimens and $31,500 at the time of final delivery of all specimens. The agreement is terminable with 60 days prior written notice or immediately upon a material breach. | |||||
Targeted Medical Education [Member] | Master Service Agreement [Member] | ||||||
COMMITMENTS AND CONTINGENCIES [Line Items] | ||||||
Research and Development Expense, Total | 162,600 | |||||
A5 Genetics KFT [Member] | ||||||
COMMITMENTS AND CONTINGENCIES [Line Items] | ||||||
Cost of Services, Licenses and Services | 100,000 | |||||
Additional License Fee Amount Paid | 100,000 | |||||
Additional License Fee Obligation Amount | 1,200,000 | |||||
Royalty Expense | 50 | |||||
Cost of Services | 65 | |||||
Affymetrix In [Member] | OwnerChip Program Agreement [Member] | Subsidiaries [Member] | ||||||
COMMITMENTS AND CONTINGENCIES [Line Items] | ||||||
Payments for Software | 21,590 | 94,723 | ||||
Purchase Obligation | 647,700 | 142,005 | ||||
Contract Payable, Due in Rolling Year Two | 51,600 | |||||
Capital Leased Assets, Gross | 206,702 | |||||
NRLBH [Member] | ||||||
COMMITMENTS AND CONTINGENCIES [Line Items] | ||||||
Minimum Purchase Under License Agreement to Acquire Right | 452,408 |
STOCK_BASED_COMPENSATION_Detai
STOCK BASED COMPENSATION (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | $180,628 | $230,181 |
General and administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | 129,360 | 209,629 |
Research and development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | 18,970 | 4,627 |
Selling [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs, Capitalized Amount | $32,298 | $15,926 |
STOCK_BASED_COMPENSATION_Detai1
STOCK BASED COMPENSATION (Details 1) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Employees [Member] | |
Share Based Payment Award Stock Options Valuation Assumption [Line Items] | |
Dividend yield | 0.00% |
Expected forfeiture per year (%) | 10.00% |
Weighted average fair value of the options per unit | $1.56 |
Employees [Member] | Minimum [Member] | |
Share Based Payment Award Stock Options Valuation Assumption [Line Items] | |
Fair value of common stock on date of grant | $1.19 |
Exercise price of the options | $1.40 |
Expected life of the options (years) | 6 years 14 days |
Expected volatility | 113.50% |
Risk free rate | 1.64% |
Employees [Member] | Maximum [Member] | |
Share Based Payment Award Stock Options Valuation Assumption [Line Items] | |
Fair value of common stock on date of grant | $1.59 |
Exercise price of the options | $1.88 |
Expected life of the options (years) | 6 years 1 month 17 days |
Expected volatility | 115.00% |
Risk free rate | 1.79% |
Executives and Officers [Member] | |
Share Based Payment Award Stock Options Valuation Assumption [Line Items] | |
Fair value of common stock on date of grant | $1.59 |
Exercise price of the options | $1.88 |
Expected life of the options (years) | 6 years 22 days |
Dividend yield | 0.00% |
Expected volatility | 113.50% |
Risk free rate | 1.74% |
Expected forfeiture per year (%) | 10.00% |
Weighted average fair value of the options per unit | $1.59 |
STOCK_BASED_COMPENSATION_Detai2
STOCK BASED COMPENSATION (Details 2) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | ||
Share Based Compensation Stock Options Activity [Line Items] | ||
Number of Underlying Shares, Outstanding as of January 1, 2015 (in shares) | 3,675,634 | |
Number of Underlying Shares, Granted (in shares) | 768,322 | |
Number of Underlying Shares, Forfeited (in shares) | -89,538 | |
Number of Underlying Shares, Exercised (in shares) | 0 | |
Number of Underlying Shares, Outstanding as of March 31, 2015 (in shares) | 4,354,418 | |
Number of Underlying Shares, Exercisable as of March 31, 2015 (in shares) | 1,494,728 | |
Number of Underlying Shares, Vested and expected to vest (in shares) | 3,967,136 | [1] |
Weighted-Average Exercise Price Per Share, Outstanding as of January 1, 2015 (in dollars per share) | $2.86 | |
Weighted-Average Exercise Price Per Share, Granted (in dollars per share) | $1.56 | |
Weighted-Average Exercise Price Per Share, Forfeited (in dollars per share) | $0.70 | |
Weighted-Average Exercise Price Per Share, Exercised (in dollars per share) | $0 | |
Weighted-Average Exercise Price Per Share, Outstanding as of March 31, 2015 (in dollars per share) | $2.71 | |
Weighted-Average Exercise Price Per Share, Exercisable as of March 31, 2015 (in dollars per share) | $4.21 | |
Weighted-Average Exercise Price Per Share, Vested and expected to vest (in dollars per share) | $2.79 | [1] |
Weighted-Average Contractual Life Remaining in Years, Outstanding as of March 31, 2015 | 8 years 2 months 12 days | |
Weighted-Average Contractual Life Remaining in Years, Exercisable as of March 31, 2015 | 6 years 2 months 23 days | |
Weighted-Average Contractual Life Remaining in Years, Vested and expected to vest | 8 years 1 month 2 days | [1] |
Aggregate Intrinsic Value, Outstanding as of January 1, 2015 | $344,000 | |
Aggregate Intrinsic Value, Forfeited (in dollars) | 51,750 | |
Aggregate Intrinsic Value, Exercised (in dollars) | 0 | |
Aggregate Intrinsic Value, Outstanding as of March 31, 2015 | 884,650 | |
Aggregate Intrinsic Value, Exercisable as of March 31, 2015 | 140,282 | |
Aggregate Intrinsic Value, Vested and expected to vest | $797,960 | [1] |
[1] | vested shares and unvested shares after a forfeiture rate is applied. |
STOCK_BASED_COMPENSATION_Detai3
STOCK BASED COMPENSATION (Details Textual) (USD $) | 3 Months Ended | ||||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 28, 2010 | |
Stock-based Compensation [Line Items] | |||||||
Share-based Compensation | $180,628 | $230,181 | |||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 768,322 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years 1 month 28 days | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 2,859,690 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $2,302,162 | ||||||
Stock Option and Incentive Plan 2010 [Member] | |||||||
Stock-based Compensation [Line Items] | |||||||
Shares held in Employee Stock Option Plan, Suspense Shares | 983,362 | 742,973 | 516,774 | 450,275 | 1,000,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 743,966 |