Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 06, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ATOSSA GENETICS INC | |
Entity Central Index Key | 1,488,039 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | ATOS | |
Entity Common Stock, Shares Outstanding | 29,046,260 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $ 11,402,935 | $ 8,500,718 |
Accounts receivable, net | 2,012,153 | 297,958 |
Prepaid expenses | 239,092 | 247,207 |
Inventory, net | 101,339 | 39,788 |
Total current assets | 13,755,519 | 9,085,671 |
Furniture and equipment, net | 360,206 | 357,532 |
Intangible assets, net | 1,822,328 | 1,920,645 |
Deferred financing costs | 570,500 | 351,961 |
Other assets | 52,647 | 48,193 |
Total assets | 16,561,200 | 11,764,002 |
Current liabilities | ||
Accounts payable | 580,541 | 594,357 |
Accrued expenses | 1,900,284 | 444,861 |
Payroll liabilities | 840,228 | 1,056,705 |
Short-term lease obligations | 72,338 | 76,025 |
Other current liabilities | 20,272 | 42,228 |
Total current liabilities | 3,413,663 | 2,214,176 |
Deferred rent, net of current portion | 10,019 | 2,483 |
Long-term lease obligations | 12,531 | 49,216 |
Total liabilities | $ 3,436,213 | $ 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, 29,046,260 and 24,564,058 shares issued and outstanding | 29,046 | 24,564 |
Additional paid-in capital | 54,751,098 | 44,648,103 |
Accumulated deficit | (41,655,157) | (35,174,540) |
Total stockholders' equity | 13,124,987 | 9,498,127 |
Total liabilities and stockholders' equity | $ 16,561,200 | $ 11,764,002 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
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) | $ 0.001 | $ 0.001 |
Common stock, authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 29,046,260 | 24,564,058 |
Common stock, shares outstanding | 29,046,260 | 24,564,058 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net revenue | $ 2,694,157 | $ 9,875 | $ 4,567,425 | $ 33,999 |
Cost of revenue | 1,854,711 | 0 | 3,062,665 | 0 |
Gross profit | 839,446 | 9,875 | 1,504,760 | 33,999 |
Operating expenses: | ||||
Selling | 732,061 | 223,385 | 1,278,915 | 461,223 |
Research and development | 510,458 | 510,767 | 1,307,683 | 933,270 |
General and administrative | 2,790,872 | 2,462,256 | 5,395,983 | 4,236,964 |
Total operating expenses | 4,033,391 | 3,196,408 | 7,982,581 | 5,631,457 |
Operating loss | (3,193,945) | (3,186,533) | (6,477,821) | (5,597,458) |
Other income (expense) | 48,619 | (1,443) | (2,796) | (2,049) |
Loss before income taxes | (3,145,326) | (3,187,976) | (6,480,617) | (5,599,507) |
Income taxes | 0 | 0 | 0 | 0 |
Net loss | $ (3,145,326) | $ (3,187,976) | $ (6,480,617) | $ (5,599,507) |
Loss per common share - basic and diluted (in dollars per share) | $ (0.11) | $ (0.13) | $ (0.25) | $ (0.24) |
Weighted average shares outstanding, basic & diluted | 27,686,202 | 24,430,346 | 25,805,293 | 23,515,576 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - 6 months ended Jun. 30, 2015 - 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 | 5,964,451 | $ 4,107 | 5,960,344 | 0 |
Issuance of common shares for cash (in shares) | 4,107,202 | |||
Deferred financing costs net of amortization | 218,539 | $ 375 | 218,164 | 0 |
Deferred financing costs net of amortization (in shares) | 375,000 | |||
Financing fees from the public offering | (577,790) | $ 0 | (577,790) | 0 |
Issuance of prefunded warrants | 4,116,537 | 0 | 4,116,537 | 0 |
Compensation cost for stock options granted to executives and employees | 385,740 | 0 | 385,740 | 0 |
Net loss | (6,480,617) | 0 | 0 | (6,480,617) |
Balance at Jun. 30, 2015 | $ 13,124,987 | $ 29,046 | $ 54,751,098 | $ (41,655,157) |
Balance (in shares) at Jun. 30, 2015 | 29,046,260 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (6,480,617) | $ (5,599,507) |
Compensation cost for stock options granted | 385,740 | 397,715 |
Depreciation and amortization | 170,775 | 252,924 |
Loss on disposal of intangible assets | 6,533 | 0 |
Bad debt expense | 562,694 | 64,759 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,276,889) | 26,158 |
Inventory | (61,551) | (1,910) |
Prepaid expenses | 8,115 | (129,719) |
Other assets | (4,454) | (24,863) |
Accounts payable | (13,816) | 542,042 |
Payroll liabilities | (216,477) | 32,169 |
Deferred rent | 8,736 | (26,785) |
Accrued expenses | 1,415,051 | (172,836) |
Product recall liabilities | 0 | (199,465) |
Other current liabilities | (23,156) | (19,027) |
Net cash used in operating activities | (6,519,316) | (4,858,345) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of furniture and equipment | (66,112) | (20,629) |
Purchase of intangible assets | (15,553) | (170,441) |
Net cash used in investing activities | (81,665) | (191,070) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net proceeds from issuance of common stock and warrants | 9,503,198 | 13,005,745 |
Net cash provided by financing activities | 9,503,198 | 13,005,745 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 2,902,217 | 7,956,330 |
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE | 8,500,718 | 6,342,161 |
CASH AND CASH EQUIVALENTS, ENDING BALANCE | 11,402,935 | 14,298,491 |
SUPPLEMENTAL DISCLOSURES: | ||
Interest paid | 3,311 | 2,192 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Noncash reclassification of prepaid license fees | 0 | 15,000 |
Amortization of commitment shares | $ 392,711 | $ 0 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 6 Months Ended |
Jun. 30, 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., the NRLBH, as 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 | 6 Months Ended |
Jun. 30, 2015 | |
Substantial Doubt About Going Concern [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 six months ended June 30, 2015, the Company recorded a net loss of approximately $ 6.5 6.5 11.4 10.3 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 | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3: SUMMARY OF ACCOUNTING POLICIES 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 which consist only of normal recurring adjustments necessary to fairly state the financial position, results 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. The Company recognizes product and service revenue in accordance with GAAP when the following overall fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or the service has been performed, (iii) the Company’s price to the customer is fixed or determinable, and Service Revenue Diagnostic testing revenue is recognized upon completion of the test, communication of results to the patient’s physician, and when collectability is reasonably assured. Patient requisition forms and/or contracts are generally used to determine the existence of an arrangement. Services are provided to self-pay patients or patients covered by various commercial insurance plans and Medicare programs. Revenue for services under insurance plans are recognized net of allowances for contractual discounts and allowances for differences between the amounts we bill and expected payment amounts. The Company records revenue for diagnostic testing on an accrual basis based on the amount expected to be collected based on historical benefit allowed for Medicare and non-Medicare payors. The assumptions used to determine the expected benefits allowed are reasonable considering known facts and circumstances and may change as we develop more history. If the actual amount received from the payors or patients are different than the original accrual amount, revenue is subsequently adjusted. 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 In August, 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. |
PREPAID EXPENSES
PREPAID EXPENSES | 6 Months Ended |
Jun. 30, 2015 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses [Text Block] | NOTE 4: PREPAID EXPENSES June 30, December 31, 2015 2014 Prepaid insurance 119,886 87,633 Retainer and security deposits 39,821 25,000 Prepaid hardware and software 32,691 38,268 Lab supplies 7,499 14,976 Tradeshow and other marketing events - 50,000 Other 39,195 31,330 Total prepaid expenses $ 239,092 $ 247,207 |
FURNITURE AND EQUIPMENT
FURNITURE AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 5: FURNITURE AND EQUIPMENT June 30, December 31, 2015 2014 Machinery and equipment $ 586,100 $ 522,813 Leasehold improvements 96,491 93,665 Furniture and equipment 682,591 616,478 Less: Accumulated depreciation (322,385) (258,946) Total furniture and equipment $ 360,206 $ 357,532 Depreciation and amortization expense for the three months ended June 30, 2015 and 2014 was $ 32,844 19,864 63,438 41,035 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 6: INTANGIBLE ASSET S June 30, December 31, 2015 2014 Patents $ 1,630,000 $ 1,630,000 Capitalized license costs 200,000 200,000 Software 203,890 203,038 Intangible assets 2,033,890 2,033,038 Less: Accumulated amortization (211,562) (112,393) Total intangible assets, net $ 1,822,328 $ 1,920,645 Intangible assets amounted to $ 1,822,328 1,920,645 3 11,018 9,466 22,829 18,227 Patents amounted to $ 1,630,000 7 12 37,254 93,498 74,508 186,995 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 4,999 10,000 6,667 For the Year Ending December 31, Amounts 2015 (includes the remainder of the year) $ 107,030 2016 227,130 2017 198,628 2018 169,934 2019 169,015 Thereafter 950,591 $ 1,822,328 |
PAYROLL LIABILITIES
PAYROLL LIABILITIES | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 7: PAYROLL LIABILITIES: Payroll liabilities consisted of the following: June 30, December 31, 2015 2014 Accrued bonus payable $ 459,592 $ 752,828 Accrued payroll liabilities 169,854 109,653 Accrued payroll tax liabilities 210,782 194,224 Total payroll liabilities $ 840,228 $ 1,056,705 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 8: ACCRUED EXPENSES: June 30, December 31, 2015 2014 Accrued commissions $ 1,502,759 $ 174,398 Accrued expenses 279,030 254,126 Accrued royalties 118,495 16,337 Total accrued expenses $ 1,900,284 $ 444,861 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 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 75,000,000 0.001 10,000,000 0.001 750,000 0.001 On May 19, 2014, the Company adopted a stockholder rights agreement which provided 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 2.0 15.00 30.00 2014 Public Offering of Common Stock and Warrants On January 29, 2014, the Company closed a public offering of 5,834,234 2.40 14.0 3.00 6.00 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 7 980,151 175,027 3 3.00 980,151 121,707 Warrants The 2014 Warrants are exercisable at any time commencing after January 29, 2014. Subject to the call right described above, the 2014 Warrants shall expire and no longer be exercisable on November 29, 2018. 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. 2015 Issuance of Additional Shares to Aspire During the first quarter of 2015, we sold a total of 2,653,199 4,292,349 2015 Offering of Common Stock and Pre-Funded Warrants In June 2015, the Company entered into a Placement Agent Agreement with Roth Capital Partners, LLC. and Dawson James Securities, Inc. (the “2015 Placement Agents”), pursuant to which the Company issued and sold an aggregate of 1,454,003 1.15 3,610,997 1.14 5.2 577,790 0.01 Placement Agent and Other Fees In connection with the 2015 Offering, the Company paid the 2015 Placement Agents a cash fee of $ 463,091 57,886 , and incurred legal fees of $ 114,699 Outstanding Warrants Outstanding Warrants to Exercise Purchase Shares Price Expiration Date 2011 private placement 4,252,050 $ 1.25 - 1.60 June 23, 2016 Acueity warrants 325,000 5.00 September 30, 2017 2014 public offering 1,166,849 3.00 January 29, 2019 2015 offering prefunded warrants 3,610,997 0.01 Perpetual Placement agent fees for Company’s offerings 242,027 2.12 12.43 March - November, 2018 Outside consulting 47,500 $ 4.24 January 14, 2018 9,644,423 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 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 Accounting Standards Codification (“ASC”) Topic 260, Earnings per 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 and six months ended June 30, 2015 and 2014 because the effect of them would be anti-dilutive since the Company recorded net losses for both periods: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Options to purchase common stock 4,312,409 3,610,152 4,312,409 3,610,152 Warrants to purchase common stock 9,644,423 6,033,426 9,644,423 6,033,426 13,956,832 9,643,578 13,956,832 9,643,578 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 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 June 30, 2015 and December 31, 2014 due to the Company’s continuing operating losses. |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 6 Months Ended |
Jun. 30, 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 11,152,935 8,250,718 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 13: COMMITMENTS AND CONTINGENCIES Affymetrix Purchase Commitment In September 1, 2013, 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 $ 21,590 647,700 of the three-year 206,702 a two-year service 51,600 94,723 142,005 Year Ending December 31, Amount 2015 $ 35,645 2016 49,224 Total minimum lease payments $ 84,869 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 worldwide 100,000 100,000 1.2 50 65 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 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. 162,600 Besins Healthcare Luxembourg SARL Agreement On May 14, 2015, the Company entered into an Intellectual Property License Agreement with Besins Healthcare Luxembourg SARL (“Besins”). The agreement The agreement 8 9 5,000,000 20,000,000 The agreement automatically expires on a country-by-country basis fifteen years after the first commercial sale of Afimoxifene Gel in the particular country. The Agreement may be terminated (i) by either party upon a material breach of the agreement that is not cured by the breaching party, (ii) by mutual agreement of the parties, (iii) by the Company at its discretion if it elects to stop developing or commercializing Afimoxifene Gel, (iv) by Besins on a country-by-country basis or indication-by-indication basis if the Company fails to commercialize or commence commercial sales within a specified time, or (v) by Besins if Atossa fails to accomplish any aspect of the development plan within six months of target date set forth in the development plan. The development plan covers an 18-month period and is required to be updated by the Company every six months during the term of the agreement 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’s 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 the Company’s subsequent press releases and SEC filings with respect to its NAF specimen collection process, its ForeCYTE Breast Health Test and its MASCT device. This action seeks, on behalf of persons who purchased the Company’s 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 On May 18, 2015, Plaintiffs filed 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 June 30, 2015. The costs associated with defending and resolving the lawsuit and ultimate outcome cannot be predicted. These matters . |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 6 Months Ended |
Jun. 30, 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 Number of January 1, shares 2012 450,275 2013 516,774 2014 742,973 2015 983,362 Total additional shares 2,693,384 The Company granted options to purchase 845,822 666,466 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 $ 205,112 385,740 167,534 397,715 Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Selling expenses $ 13,100 $ 25,911 $ 45,399 $ 41,837 Research and development expenses 24,820 10,139 43,790 14,766 General and administrative expenses 167,192 131,484 296,551 341,112 $ 205,112 $ 167,534 $ 385,740 $ 397,715 Executives & Employees Officers January Date of Grant January June 2015 June 2015 Fair value of common stock on date of grant $ 1.19 1.59 $ 1.21 1.59 Exercise price of the options $ 1.40 1.88 $ 1.44 1.88 Expected life of the options (years) 6.03 6.13 6.06 6.11 Dividend yield 0.00 % 0.00 % Expected volatility 110.8 115.0 % 111.3 113.5 % Risk-free interest rate 1.64 1.79 % 1.72 1.74 % Expected forfeiture per year (%) 10.00 % 10.00 % Weighted average fair value of the options per unit $ 1.50 $ 1.46 Weighted- Average Weighted- Contractual Average Life Number of Exercise Remaining Underlying Price Per in Aggregate Shares Share Years Intrinsic Value Outstanding as of January 1, 2015 3,675,634 $ 2.86 $ 344,000 Granted 1,145,822 1.71 - Forfeited (509,047) 2.06 63,223 Exercised - - - Outstanding as of June 30, 2015 4,312,409 2.65 8.03 $ 39,400 Exercisable as of June 30, 2015 1,734,948 3.89 6.37 $ - Vested and expected to vest (1) 3,929,771 $ 2.74 7.90 $ 33,255 (1) vested shares and unvested shares after a forfeiture rate is applied As of June 30, 2015, there were 2,577,461 2,057,210 over a weighted average 3.16 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 15: SUBSEQUENT EVENTS All subsequent events requiring recognition as of June 30, 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 POLICIES
SUMMARY OF ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 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 which consist only of normal recurring adjustments necessary to fairly state the financial position, results |
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. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes product and service revenue in accordance with GAAP when the following overall fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or the service has been performed, (iii) the Company’s price to the customer is fixed or determinable, and Service Revenue Diagnostic testing revenue is recognized upon completion of the test, communication of results to the patient’s physician, and when collectability is reasonably assured. Patient requisition forms and/or contracts are generally used to determine the existence of an arrangement. Services are provided to self-pay patients or patients covered by various commercial insurance plans and Medicare programs. Revenue for services under insurance plans are recognized net of allowances for contractual discounts and allowances for differences between the amounts we bill and expected payment amounts. The Company records revenue for diagnostic testing on an accrual basis based on the amount expected to be collected based on historical benefit allowed for Medicare and non-Medicare payors. The assumptions used to determine the expected benefits allowed are reasonable considering known facts and circumstances and may change as we develop more history. If the actual amount received from the payors or patients are different than the original accrual amount, revenue is subsequently adjusted. |
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 In August, 2014, FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. |
PREPAID EXPENSES (Tables)
PREPAID EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 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: June 30, December 31, 2015 2014 Prepaid insurance 119,886 87,633 Retainer and security deposits 39,821 25,000 Prepaid hardware and software 32,691 38,268 Lab supplies 7,499 14,976 Tradeshow and other marketing events - 50,000 Other 39,195 31,330 Total prepaid expenses $ 239,092 $ 247,207 |
FURNITURE AND EQUIPMENT (Tables
FURNITURE AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Furniture and equipment consisted of the following: June 30, December 31, 2015 2014 Machinery and equipment $ 586,100 $ 522,813 Leasehold improvements 96,491 93,665 Furniture and equipment 682,591 616,478 Less: Accumulated depreciation (322,385) (258,946) Total furniture and equipment $ 360,206 $ 357,532 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Intangible assets consisted of the following: June 30, December 31, 2015 2014 Patents $ 1,630,000 $ 1,630,000 Capitalized license costs 200,000 200,000 Software 203,890 203,038 Intangible assets 2,033,890 2,033,038 Less: Accumulated amortization (211,562) (112,393) Total intangible assets, net $ 1,822,328 $ 1,920,645 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Future estimated amortization expenses as of June 30, 2015 for the five succeeding years are as follows: For the Year Ending December 31, Amounts 2015 (includes the remainder of the year) $ 107,030 2016 227,130 2017 198,628 2018 169,934 2019 169,015 Thereafter 950,591 $ 1,822,328 |
PAYROLL LIABILITIES (Tables)
PAYROLL LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Payroll liabilities consisted of the following: June 30, December 31, 2015 2014 Accrued bonus payable $ 459,592 $ 752,828 Accrued payroll liabilities 169,854 109,653 Accrued payroll tax liabilities 210,782 194,224 Total payroll liabilities $ 840,228 $ 1,056,705 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accrued expenses consisted of the following: June 30, December 31, 2015 2014 Accrued commissions $ 1,502,759 $ 174,398 Accrued expenses 279,030 254,126 Accrued royalties 118,495 16,337 Total accrued expenses $ 1,900,284 $ 444,861 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | As of June 30, 2015, warrants to purchase 9,644,423 shares of common stock are outstanding including: Outstanding Warrants to Exercise Purchase Shares Price Expiration Date 2011 private placement 4,252,050 $ 1.25 - 1.60 June 23, 2016 Acueity warrants 325,000 5.00 September 30, 2017 2014 public offering 1,166,849 3.00 January 29, 2019 2015 offering prefunded warrants 3,610,997 0.01 Perpetual Placement agent fees for Company’s offerings 242,027 2.12 12.43 March - November, 2018 Outside consulting 47,500 $ 4.24 January 14, 2018 9,644,423 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2015 and 2014 because the effect of them would be anti-dilutive since the Company recorded net losses for both periods: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Options to purchase common stock 4,312,409 3,610,152 4,312,409 3,610,152 Warrants to purchase common stock 9,644,423 6,033,426 9,644,423 6,033,426 13,956,832 9,643,578 13,956,832 9,643,578 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 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 $ 35,645 2016 49,224 Total minimum lease payments $ 84,869 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Number of January 1, shares 2012 450,275 2013 516,774 2014 742,973 2015 983,362 Total additional shares 2,693,384 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Stock-based compensation expense was included in the following captions in the condensed consolidated statements of operations for the periods shown: Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Selling expenses $ 13,100 $ 25,911 $ 45,399 $ 41,837 Research and development expenses 24,820 10,139 43,790 14,766 General and administrative expenses 167,192 131,484 296,551 341,112 $ 205,112 $ 167,534 $ 385,740 $ 397,715 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following table presents information concerning stock option grants for the six months ended June 30, 2015: Executives & Employees Officers January Date of Grant January June 2015 June 2015 Fair value of common stock on date of grant $ 1.19 1.59 $ 1.21 1.59 Exercise price of the options $ 1.40 1.88 $ 1.44 1.88 Expected life of the options (years) 6.03 6.13 6.06 6.11 Dividend yield 0.00 % 0.00 % Expected volatility 110.8 115.0 % 111.3 113.5 % Risk-free interest rate 1.64 1.79 % 1.72 1.74 % Expected forfeiture per year (%) 10.00 % 10.00 % Weighted average fair value of the options per unit $ 1.50 $ 1.46 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options issued and outstanding as of June 30, 2015 and their activities during the six months then ended are as follows: Weighted- Average Weighted- Contractual Average Life Number of Exercise Remaining Underlying Price Per in Aggregate Shares Share Years Intrinsic Value Outstanding as of January 1, 2015 3,675,634 $ 2.86 $ 344,000 Granted 1,145,822 1.71 - Forfeited (509,047) 2.06 63,223 Exercised - - - Outstanding as of June 30, 2015 4,312,409 2.65 8.03 $ 39,400 Exercisable as of June 30, 2015 1,734,948 3.89 6.37 $ - Vested and expected to vest (1) 3,929,771 $ 2.74 7.90 $ 33,255 (1) vested shares and unvested shares after a forfeiture rate is applied |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net Income (Loss) Attributable to Parent | $ 3,145,326 | $ 3,187,976 | $ 6,480,617 | $ 5,599,507 | ||
Cash and Cash Equivalents, at Carrying Value, Total | 11,402,935 | $ 14,298,491 | 11,402,935 | 14,298,491 | $ 8,500,718 | $ 6,342,161 |
Working Capital | $ 10,300,000 | 10,300,000 | ||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | $ (6,519,316) | $ (4,858,345) |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Deferred Costs, Capitalized, Prepaid, and Other Assets [Line Items] | ||
Prepaid insurance | $ 119,886 | $ 87,633 |
Retainer and security deposits | 39,821 | 25,000 |
Prepaid hardware and software | 32,691 | 38,268 |
Lab supplies | 7,499 | 14,976 |
Tradeshow and other marketing events | 0 | 50,000 |
Other | 39,195 | 31,330 |
Total prepaid expenses | $ 239,092 | $ 247,207 |
FURNITURE AND EQUIPMENT (Detail
FURNITURE AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Machinery and equipment | $ 586,100 | $ 522,813 |
Leasehold improvements | 96,491 | 93,665 |
Furniture and equipment | 682,591 | 616,478 |
Less: Accumulated depreciation | (322,385) | (258,946) |
Total furniture and equipment | $ 360,206 | $ 357,532 |
FURNITURE AND EQUIPMENT (Deta35
FURNITURE AND EQUIPMENT (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 170,775 | $ 252,924 | ||
Property, Plant and Equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 32,844 | $ 19,864 | $ 63,438 | $ 41,035 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Jun. 30, 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 | 203,890 | 203,038 |
Intangible assets | 2,033,890 | 2,033,038 |
Less: Accumulated amortization | (211,562) | (112,393) |
Total intangible assets, net | $ 1,822,328 | $ 1,920,645 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
2015 (includes the remainder of the year) | $ 107,030 | |
2,016 | 227,130 | |
2,017 | 198,628 | |
2,018 | 169,934 | |
2,019 | 169,015 | |
Thereafter | 950,591 | |
Intangible assets, net | $ 1,822,328 | $ 1,920,645 |
INTANGIBLE ASSETS (Details Text
INTANGIBLE ASSETS (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Assets, Net, Total | $ 1,822,328 | $ 1,822,328 | $ 1,920,645 | ||
Finite-Lived Patents, Gross | 1,630,000 | 1,630,000 | $ 1,630,000 | ||
Computer Software, Intangible Asset [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of Intangible Assets | 11,018 | $ 9,466 | $ 22,829 | $ 18,227 | |
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||
Patents [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of Intangible Assets | 37,254 | 93,498 | $ 74,508 | 186,995 | |
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 | $ 4,999 | $ 10,000 | $ 6,667 |
PAYROLL LIABILITIES (Details)
PAYROLL LIABILITIES (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Payroll Liabilities [Line Items] | ||
Accrued bonus payable | $ 459,592 | $ 752,828 |
Accrued payroll liabilities | 169,854 | 109,653 |
Accrued payroll tax liabilities | 210,782 | 194,224 |
Total payroll liabilities | $ 840,228 | $ 1,056,705 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Accounts Payable And Accrued Liabilities [Line Items] | ||
Accrued commissions | $ 1,502,759 | $ 174,398 |
Accrued expenses | 279,030 | 254,126 |
Accrued royalties | 118,495 | 16,337 |
Total accrued expenses | $ 1,900,284 | $ 444,861 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | 6 Months Ended | ||
Jun. 30, 2015 | May. 19, 2014 | Jan. 29, 2014 | |
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 9,644,423 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 15 | ||
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 | Jun. 23, 2016 | ||
2011 Private Placement [Member] | Maximum [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.60 | ||
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 | Sep. 30, 2017 | ||
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 | Jan. 29, 2019 | ||
2015 Offering Prefunded Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Class of Warrant or Right, Outstanding | 3,610,997 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||
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 | Nov. 30, 2018 | ||
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 | Mar. 31, 2018 | ||
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 | Jan. 14, 2018 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - Range [Domain] - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jan. 29, 2014 | Mar. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | May. 19, 2014 | |
Stockholder's Equity [Line Items] | ||||||
Total Shares Authorized | 85,000,000 | |||||
Common Stock, Shares Authorized | 75,000,000 | 75,000,000 | ||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | ||||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | ||||
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 | |||||
Proceeds from Issuance of Common Stock | $ 9,503,198 | $ 13,005,745 | ||||
Series A Preferred Stock [Member] | ||||||
Stockholder's Equity [Line Items] | ||||||
Preferred Stock, Shares Authorized | 750,000 | |||||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | |||||
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 | |||||
Warrants Callable Per Share | $ 6 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | $ 3 | ||||
2015 Public Offering [Member] | ||||||
Stockholder's Equity [Line Items] | ||||||
Fees and Commissions, Other | $ 463,091 | |||||
Share Price | $ 1.15 | |||||
Issuance Of Prefunded Warrants | 3,610,997 | |||||
Prefunded Warrants Price | $ 1.14 | |||||
Net Proceeds From Issuance Of Prefunded Warrants | $ 5,200,000 | |||||
Prefunded Warrants Exercise Price | $ 0.01 | |||||
Reimbursement Of Legal Fees | $ 57,886 | |||||
Deferred Offering Costs | 577,790 | |||||
Legal Fees | $ 114,699 | |||||
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 | |||||
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% | |||||
Roth Capital Partners LLC And Dawson James Securities Inc [Member] | 2015 Placement Agents [Member] | ||||||
Stockholder's Equity [Line Items] | ||||||
Shares, Issued | 1,454,003 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,956,832 | 9,643,578 | 13,956,832 | 9,643,578 |
Equity Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,312,409 | 3,610,152 | 4,312,409 | 3,610,152 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,644,423 | 6,033,426 | 9,644,423 | 6,033,426 |
CONCENTRATION OF CREDIT RISK (D
CONCENTRATION OF CREDIT RISK (Details Textual) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Concentration Risk [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 | |
Cash, Uninsured Amount | $ 11,152,935 | $ 8,250,718 |
COMMITMENTS AND CONTINGENCIES45
COMMITMENTS AND CONTINGENCIES (Details) - Affymetrix Inc [Member] | Jun. 30, 2015USD ($) |
Capital Leased Assets [Line Items] | |
2,015 | $ 35,645 |
2,016 | 49,224 |
Total minimum lease payments | $ 84,869 |
COMMITMENTS AND CONTINGENCIES46
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | Sep. 02, 2014 | Jun. 10, 2013 | Sep. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 |
COMMITMENTS AND CONTINGENCIES [Line Items] | |||||||||
Research and Development Expense, Total | $ 510,458 | $ 510,767 | $ 1,307,683 | $ 933,270 | |||||
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. | ||||||||
Minimum [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES [Line Items] | |||||||||
Percentage of Royalty Payment | 8.00% | 8.00% | |||||||
Maximum [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES [Line Items] | |||||||||
Percentage of Royalty Payment | 9.00% | 9.00% | |||||||
Milestone Payment One [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES [Line Items] | |||||||||
Other Commitment, Total | $ 5,000,000 | $ 5,000,000 | |||||||
Milestone Payment Two [Member] | |||||||||
COMMITMENTS AND CONTINGENCIES [Line Items] | |||||||||
Other Commitment, Total | $ 20,000,000 | 20,000,000 | |||||||
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) | 6 Months Ended |
Jun. 30, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,693,384 |
Plan 2012 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 450,275 |
Plan 2013 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 516,774 |
Plan 2014 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 742,973 |
Plan 2015 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 983,362 |
STOCK BASED COMPENSATION (Det48
STOCK BASED COMPENSATION (Details 1) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 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 | $ 205,112 | $ 167,534 | $ 385,740 | $ 397,715 |
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 | 167,192 | 131,484 | 296,551 | 341,112 |
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 | 24,820 | 10,139 | 43,790 | 14,766 |
Selling expenses [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 | $ 13,100 | $ 25,911 | $ 45,399 | $ 41,837 |
STOCK BASED COMPENSATION (Det49
STOCK BASED COMPENSATION (Details 2) - Jun. 30, 2015 - $ / shares | Total |
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 | $ 1.50 |
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 11 days |
Expected volatility | 110.80% |
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% |
Employees and Officers [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 | $ 1.46 |
Employees and Officers [Member] | Minimum [Member] | |
Share Based Payment Award Stock Options Valuation Assumption [Line Items] | |
Fair value of common stock on date of grant | 1.21 |
Exercise price of the options | $ 1.44 |
Expected life of the options (years) | 6 years 22 days |
Expected volatility | 111.30% |
Risk free rate | 1.72% |
Employees and Officers [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 10 days |
Expected volatility | 113.50% |
Risk free rate | 1.74% |
STOCK BASED COMPENSATION (Det50
STOCK BASED COMPENSATION (Details 3) - Jun. 30, 2015 - USD ($) | Total | |
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) | 1,145,822 | |
Number of Underlying Shares, Forfeited (in shares) | (509,047) | |
Number of Underlying Shares, Exercised (in shares) | 0 | |
Number of Underlying Shares, Outstanding as of March 31, 2015 (in shares) | 4,312,409 | |
Number of Underlying Shares, Exercisable as of March 31, 2015 (in shares) | 1,734,948 | |
Number of Underlying Shares, Vested and expected to vest (in shares) | [1] | 3,929,771 |
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) | 1.71 | |
Weighted-Average Exercise Price Per Share, Forfeited (in dollars per share) | 2.06 | |
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) | 2.65 | |
Weighted-Average Exercise Price Per Share, Exercisable as of March 31, 2015 (in dollars per share) | 3.89 | |
Weighted-Average Exercise Price Per Share, Vested and expected to vest (in dollars per share) | [1] | $ 2.74 |
Weighted-Average Contractual Life Remaining in Years, Outstanding as of March 31, 2015 | 8 years 11 days | |
Weighted-Average Contractual Life Remaining in Years, Exercisable as of March 31, 2015 | 6 years 4 months 13 days | |
Weighted-Average Contractual Life Remaining in Years, Vested and expected to vest | [1] | 7 years 10 months 24 days |
Aggregate Intrinsic Value, Outstanding as of January 1, 2015 | $ 344,000 | |
Aggregate Intrinsic Value, Granted (in dollars) | 0 | |
Aggregate Intrinsic Value, Forfeited (in dollars) | 63,223 | |
Aggregate Intrinsic Value, Exercised (in dollars) | 0 | |
Aggregate Intrinsic Value, Outstanding as of March 31, 2015 | 39,400 | |
Aggregate Intrinsic Value, Exercisable as of March 31, 2015 | 0 | |
Aggregate Intrinsic Value, Vested and expected to vest | [1] | $ 33,255 |
[1] | vested shares and unvested shares after a forfeiture rate is applied |
STOCK BASED COMPENSATION (Det51
STOCK BASED COMPENSATION (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jul. 30, 2015 | |
Stock-based Compensation [Line Items] | |||||
Share-based Compensation | $ 205,112 | $ 167,534 | $ 385,740 | $ 397,715 | |
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 1,145,822 | ||||
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 | 2,577,461 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 2,057,210 | ||||
Stock Option and Incentive Plan 2010 [Member] | |||||
Stock-based Compensation [Line Items] | |||||
Shares held in Employee Stock Option Plan, Suspense Shares | 1,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 666,466 | ||||
Employees And Directors [Member] | |||||
Stock-based Compensation [Line Items] | |||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 845,822 |