Timber Pharmaceuticals (TMBR) 10-Q 15 May 14 2014 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	14-May-14
Document And Entity Information	'	'
Entity Registrant Name	'BioPharmX Corp	'
Entity Central Index Key	'0001504167	'
Amendment Flag	'false	'
Current Fiscal Year End Date	'--12-31	'
Document Type	'10-Q	'
Document Period End Date	31-Mar-14	'
Document Fiscal Period Focus	'Q1	'
Document Fiscal Year Focus	'2014	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	9,025,000

Unaudited_Condensed_Consolidat

Unaudited Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2014	Dec. 31, 2013
Current assets:	'	'
Cash	$57,000	$3,000
Prepaid expenses and other current assets	55,000	36,000
Total current assets	112,000	39,000
Property and equipment, net	41,000	32,000
Intangible assets	150,000	150,000
Other assets	150,000	150,000
Total assets	453,000	371,000
Current liabilities:	'	'
Accounts payable and accrued expenses	552,000	491,000
Deferred rent	62,000	65,000
Related party payables	188,000	125,000
Convertible notes, short-term	509,000	90,000
Total current liabilities	1,311,000	771,000
Convertible notes payable	1,378,000	938,000
Other long-term liabilities	51,000	32,000
Total liabilities	2,740,000	1,741,000
Commitments and contingencies (Note 7)	'	'
Stockholders' deficit:	'	'
Preferred stock, $0.001 par value; 10,000,000 shares authorized; zero shares issued and outstanding	'	'
Common stock, $0.001 par value; 90,000,000 shares authorized; 9,025,000 and 7,400,000 shares issued and outstanding at December 31, 2013 and December 31, 2012, respectively	1,000	1,000
Additional paid in capital	548,000	312,000
Deficit accumulated during the development stage	-2,836,000	-1,683,000
Total stockholders' deficit	-2,287,000	-1,370,000
Total liabilities and stockholders' deficit	$453,000	$371,000

Unaudited_Condensed_Consolidat1

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]	'	'
Preferred stock, par value	$0.00	$0.00
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	90,000,000	90,000,000
Common stock, issued	9,025,000	7,025,000
Common stock, shares outstanding	9,025,000	7,025,000

Unaudited_Condensed_Consolidat2

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $)	3 Months Ended		31 Months Ended
Share data in Thousands, except Per Share data, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Operating expenses:	'	'	'
Research and development	$387,000	$31,000	$1,093,000
Sales and marketing	213,000	13,000	354,000
General and administrative	483,000	59,000	1,240,000
Total operating expenses	1,083,000	103,000	2,687,000
Loss from operations	-1,083,000	-103,000	-2,687,000
Interest expense	-70,000	-6,000	-149,000
Net and comprehensive loss	($1,153,000)	($109,000)	($2,836,000)
Basic and diluted net loss per share	($0.13)	($0.02)	'
Shares used in computing basic and diluted net loss per share	9,025,000	7,383,000	'

Unaudited_Condensed_Consolidat3

Unaudited Condensed Consolidated Statements of Cash Flows (USD $)	3 Months Ended		31 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Cash flows from operating activities:	'	'	'
Net loss	($1,153,000)	($109,000)	($2,836,000)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'	'
Stock-based compensation expense	32,000	5,000	99,000
Depreciation expense	1,000	1,000	7,000
Noncash interest expense	70,000	6,000	149,000
Changes in assets and liabilities:	'	'	'
Prepaid expenses and other assets	-19,000	'	-205,000
Accounts payable and accrued expenses	50,000	64,000	513,000
Related party payables	63,000	'	188,000
Net cash used in operating activities	-956,000	-33,000	-2,085,000
Cash flows from investing activities:	'	'	'
Purchases of property and equipment	-10,000	'	-48,000
Purchase of intellectual property	'	-50,000	-60,000
Net cash used in investing activities	-10,000	-50,000	-108,000
Cash flows from financing activities:	'	'	'
Proceeds from issuance of common stock	'	'	'
Repurchase of common stock	'	'	'
Proceeds from issuance of convertible notes payable	1,020,000	50,000	2,250,000
Net cash provided by financing activities	1,020,000	50,000	2,250,000
Net (decrease) increase in cash and cash equivalents	54,000	-33,000	57,000
Cash at beginning of period	3,000	138,000	'
Cash at end of period	$57,000	$105,000	$57,000

Description_of_Business_and_Ba

Description of Business and Basis of Presentation	3 Months Ended
	Mar. 31, 2014
Description of Business and Basis of Presentation [Abstract]	'
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	'
	1	DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
	Description of Business
	BioPharmX Corporation (“BioPharmX” or the “Company”) is a Silicon Valley-based company, incorporated in Nevada on August 30, 2010, that seeks to provide innovative products through unique, patented platform technologies for pharmaceutical and over-the-counter (“OTC”) applications in the fast growing dermatology and health and wellness markets.
	The strategy of the Company begins with obtaining novel, patented, platform technologies through exclusive licensing, joint development or acquisition. BioPharmX then develops platform technologies that can be developed into product lines through specialized formulation and clinical protocol development with a bifurcated market penetration strategy, prescription for the high dose prescription version and OTC consumer for the low dose version. Identifying such technologies requires a strong knowledge of the markets served through technology assessment and evaluation of sell-side and buy-side opportunities through relationships with major pharmaceutical companies. BioPharmX’s products are formulated to address both market pathways to address unmet needs in well-defined, multi-billion dollar markets for licensing or direct commercialization for both pharmaceutical and OTC distribution and sales.
	On January 23, 2014, the Company, BioPharmX Inc., a Delaware corporation (“BioPharmX, Inc.”) and stockholders of BioPharmX, Inc. who collectively own 100% of BioPharmX, Inc. (the “BioPharmX, Inc. Stockholders”) entered into and consummated transactions pursuant to a Share Exchange Agreement (the “Share Exchange Agreement,” such transaction referred to as the “Share Exchange Transaction”), whereby the Company issued to the BioPharmX, Inc. Stockholders an aggregate of 7,025,000 shares of its common stock, par value $0.001 (“Common Stock”), in exchange for 100% of the shares of BioPharmX, Inc. held by the BioPharmX, Inc. Stockholders. The shares of our Common Stock received by the BioPharmX, Inc. Stockholders in the Share Exchange Transaction constituted approximately 77.8% of our then issued and outstanding Common Stock giving effect to the issuance of shares pursuant to the Share Exchange Agreement.
	As a result of the Share Exchange Transaction, BioPharmX, Inc. became a subsidiary of the Company. The acquisition was accounted for as a reverse merger and recapitalization effected by a share exchange. BioPharmX, Inc. is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.
	On March 3, 2014, we completed the name change of the Company from Thompson Designs, Inc. to BioPharmX Corporation.
	Basis of Presentation and Principles of Consolidation
	These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of BioPharmX and its subsidiary. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed on March 31, 2014. The condensed consolidated balance sheet as of December 31, 2013, included herein, was derived from the audited consolidated financial statements as of that date.
	The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s statement of financial position as of March 31, 2014 and December 31, 2013, the Company’s results of operations and its cash flows for each of the three months ended March 31, 2014 and 2013 and, cumulatively for the period from August 18, 2011 (date of inception) to March 31, 2014. The results for the three months ended March 31, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. All references to March 31, 2014 or to the three months ended March 31, 2014 and 2013 in the notes to the condensed consolidated financial statements are unaudited.

Going_Concern_Considerations_a

Going Concern Considerations and Management's Plan	3 Months Ended
	Mar. 31, 2014
Going Concern Considerations and Management's Plan [Abstract]	'
GOING CONCERN CONSIDERATIONS AND MANAGEMENT'S PLAN	'
	2	GOING CONCERN CONSIDERATIONS AND MANAGEMENT’S PLAN
	The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred recurring losses and negative cash flows from operations since inception. The Company has not generated revenues and has funded its operating losses through the issuance of convertible notes payable. The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by companies in the industry. These risks include, but are not limited to, the uncertainty of availability of additional financing and the uncertainty of achieving future profitability. Management of the Company intends to raise additional funds through the issuance of equity securities. There can be no assurance that such financing will be available or on terms which are favorable to the Company. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not contain any adjustments that might result from the outcome of this uncertainty.
	As shown in the accompanying financial statements, the Company incurred a net loss of $1.2 million and $109,000 during the three months ended March 31, 2014 and 2013, respectively, and has an accumulated deficit of $2.8 million as of March 31, 2014. As of March 31, 2014, the Company had a working capital deficit of $1.2 million. As of December 31, 2013, the Company had a working capital deficit of $732,000. While management of the Company believes that it has a plan to fund on-going operations, there is no assurance that its plan will be successfully implemented.
	Since 2012, the Company has obtained financing with convertible notes to invite early investors at a 20% discount to the share price in a future offering.  Additionally, during April 2014, the Company has issued Series A Preferred stock and warrants in consideration for $1.5 million (see details in Note. 14 -- “Subsequent Events”) and plans to close on additional funds as a result of this offering prior to the end of the second quarter. While the Company has been able to secure a number of investors, there is continued risk in the Company’s ability to attract additional development-stage investors. Without access to continued funds for working capital, the Company may not be able to execute its product strategy and pursue research and development activities on its novel platform technologies.
	The discovery of key raw materials to formulate novel products depends on the Company’s ability to identify, negotiate and secure procurement of such materials. This also depends on the Company’s ability to establish comprehensive and long term vendor contracts and relationships.
	The Company’s ability to compete and to achieve its product platform strategy depends on its ability to protect its proprietary discoveries and technologies. The Company currently relies on a combination of copyrights, trademarks, trade secret laws and confidentiality agreements to protect its intellectual property rights. The Company also relies upon unpatented know-how and continuing technological innovation.
	The Company’s continued operations are dependent upon its ability to identify, recruit and retain adequate management personnel and contractors to perform certain jobs such as research and development, patent generation, regulatory affairs and general administrative functions. The Company requires highly trained professionals of varying levels and experience along with a flexible work force.
	Research and development for novel prescription or OTC based products can be very extensive and lengthy in nature; along with the clinical trial process with the Food and Drug Administration which can require significant funding and time consuming patient studies. The competitive landscape could change significantly over the time period to complete targeted product development milestones. The current competition for BioPharmX’s products could also turn into strategic partners or potential acquirers in the future.
	The significant risks and uncertainties described above could have a significant negative impact on the financial viability of BioPharmX and raise substantial doubt about the Company’s ability to continue as a going concern. Management is working on the Company’s business model to increase working capital by managing its cash flow, securing financing and working towards bringing its first product to market.

Summary_of_Significant_Account

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2014
Summary of Significant Accounting Policies [Abstract]	'
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'
	3	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	These financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and notes thereto contained in the Annual Report on Form 10-K for the year ended December 31, 2013. There have been no significant changes in the Company’s significant accounting policies for the three months ended March 31, 2014, as compared to the significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2013.

Property_Plant_and_Equipment

Property Plant and Equipment	3 Months Ended
	Mar. 31, 2014
Property, Plant and Equipment [Abstract]	'
PROPERTY, PLANT AND EQUIPMENT	'
	4	PROPERTY, PLANT AND EQUIPMENT
	Property and equipment, consisted of the following:
			March 31,			December 31,
			2014			2013
	Furniture and fixtures		$	11,000		$	11,000
	Lab equipment			22,000			12,000
	Computers and equipment			15,000			15,000
				48,000			38,000
	Less: accumulated depreciation			(7,000	)		(6,000	)
			$	41,000		$	32,000
	Depreciation expense for the three months ended March 31, 2014 and 2013 was $1,000 and $1,000.  Depreciation expense for the cumulative period from August 18, 2011 (date of inception) to March 31, 2014 totaled $7,000.

Related_Party_Payables

Related Party Payables	3 Months Ended
	Mar. 31, 2014
Related Party Payables [Abstract]	'
RELATED PARTY PAYABLES	'
	5	RELATED PARTY PAYABLES
	Since inception, the founding executives of the Company have made advances to cover short-term operating expenses. These advances are non-interest bearing. As of March 31, 2014 and December 31, 2013, related party payables were $188,000 and $125,000, respectively.

LongTerm_Obligations

Long-Term Obligations	3 Months Ended
	Mar. 31, 2014
Long-Term Obligations [Abstract]	'
LONG-TERM OBLIGATIONS	'
	6	LONG-TERM OBLIGATIONS
	Financing Arrangements
	The following table summarizes the carrying amount of our borrowings under various financing arrangements:
						Interest
	Type of Borrowing		Description	Issue Date	Due Date	Rate			Principal
	Convertible notes as of December 31, 2013								$	1,230,000
	Convertible		Note	Jan-14	Jan-15		6.00	%		350,000
	Convertible		Note	Jan-14	Dec-16		6.00	%		340,000
	Convertible		Notes	Jan-14	Jan-17		6.00	%		50,000
	Convertible		Note	Mar-14	Jan-17		6.00	%		30,000
	Convertible		Note	Mar-14	Mar-17		6.00	%		250,000
	Convertible notes as of March 31, 2014								$	2,250,000
	Less current portion									600,000
	Total long-term debt, net								$	1,650,000
	During the three months ended March 31, 2014, the Company issued convertible notes payable to twelve individuals in exchange for $1,020,000 in cash.  The Notes carry an interest rate of 6% per annum and mature between January 2015 and March 2017, with principal and interest payable at maturity.
	The Notes automatically convert into preferred stock issued in a qualified financing at 80% of the price per share at which such preferred stock is issued in such an offering. Additionally, there is a special conversion that at maturity, unless the Company repays all outstanding principal and interest, the Notes shall be automatically converted into a number of shares of common stock of the Company at 80% of the then fair market value per share.
	As a result of this beneficial conversion feature, the Company has recorded $204,000 and $246,000 as a debt discount during the three months ended March 31, 2014 and year ended December 31, 2013. The debt discount is being amortized to interest expense over the term of the Notes using the effective interest rate method. The amortization expense related to the debt discount was $43,000 and $3,000 for the three months ended March 31, 2014 and 2013, respectively and $87,000 for the cumulative period from August 18, 2011 (date of inception) to March 31, 2014. The note holders as a group also have the right to purchase up to an aggregate of $1.5 million in shares in the event of a subsequent offer of equity securities, see Note 13.

Commitments_and_Contigencies

Commitments and Contigencies	3 Months Ended
	Mar. 31, 2014
Commitments and Contingencies [Abstract]	'
COMMITMENTS AND CONTINGENCIES	'
	7	COMMITMENTS AND CONTINGENCIES
	Lease Arrangements
	On August 23, 2013, the Company signed a lease for 10,800 square feet of office and laboratory space in Menlo Park, California. The term of the lease is 39 months from the lease commencement date of September 1, 2013. Future minimum commitments under this lease are as follows:
	Nine month remaining of 2014		$	210,000
	2015			288,000
	2016			271,000
	Total		$	769,000
	Legal Proceedings
	We are not currently a party to any legal proceedings. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Stockholders_Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2014
Stockholders' Equity [Abstract]	'
STOCKHOLDERS' EQUITY	'
	8	STOCKHOLDERS' EQUITY
	Common Stock
	As described in Note 1, on January 23, 2014, the Company issued 7,025,000 shares of its common stock to BioPharmX, Inc. stockholders.  As a result, the Company has 9,025,000 shares of common stock currently issued and outstanding.
	Series A Preferred Stock
	On March 14, 2014, we entered into a Subscription Agreement for a private placement of shares of our Series A Preferred Stock (“Series A”) and warrants with an accredited investor, whereby we will sell an aggregate of 540,977 shares of our Series A preferred stock, par value $0.001 per share at a per share price of $1.85 for gross proceeds of $1,000,000 and to issue to the investors for no additional consideration warrants (the “Warrants”) to purchase 270,489 shares of the Company’s common stock in the aggregate at an exercise price of $3.70 per share upon the closing of Series A.
	On March 14, 2014, the Company, the majority shareholders of the Company and the subscriber who is the party to the Subscription Agreement entered into an Investor Rights Agreements, whereby the subscriber was granted certain rights including: (i) right to receive copies of quarterly and annual reports of the Company, (ii) right of inspection of the Company’s properties and records, (iii) right of participation in future securities offerings, (iv) tag-along rights in connection with sales of the Company’s stock by a major shareholder, and (v) board of directors representation rights for the subscribers who purchased at least 500,000 shares of Series A and hold at least 30% of such shares (the “Qualified Subscribers”). The Company made certain covenants under the agreement including: (i) uplisting to NYSE or NASDAQ within three years from the issuance shares of Series A, and (ii) increase of the board of directors to five members including one member to be appointed by the Qualified Subscribers.
	On March 20, 2014, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designations, Preferences, Rights and Limitations of Series A (the “Series A Certificate”).  Pursuant to the Series A Certificate, there are 3.3 million shares of Series A authorized.
	As discussed in Note 13, the first closing of the sale of Series A occurred on April 11, 2014, at which time the Series A was issued and the proceeds were released to the Company.
	Equity Incentive Plan
	On August 18, 2011, BioPharmX, Inc. adopted the 2011 Equity Incentive Plan (the “BioPharmX, Inc. Plan”) which permits BioPharmX, Inc. to grant stock options to directors, officers or employees of the Company or others to purchase shares of common stock of BioPharmX, Inc. through awards of incentive and nonqualified stock options (“Options”), stock (“Restricted Stock” or “Unrestricted Stock”) and stock appreciation rights (“SARs”). On January 23, 2014, immediately after the closing of the Share Exchange Transaction which resulted in a reverse acquisition of the Company by BioPharmX, Inc., the Company adopted the 2014 Equity Incentive Plan (the “2014 Plan”), options issued under the BioPharmX, Inc. Plan were cancelled, and options under the 2014 Plan were issued to replace all cancelled BioPharmX, Inc., options.
	The Company currently has time-based options outstanding. The time-based options generally vest in two to four years and expire ten years from the date of grant. Total number of shares reserved and available for grant and issuance pursuant to this Plan is 3,600,000. Shares issued under the Plan will be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company. At March 31, 2014, there were 994,000 shares available for grant under the Plan. There was no incremental value recorded in relation to this exchange.
	There was no stock option activity for the three month period ended March 31, 2014.

StockBased_Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
STOCK-BASED COMPENSATION	'
	9	STOCK-BASED COMPENSATION
	The following table summarizes the stock-based compensation expenses included in our Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss:
								Cumulative for the period from
								August 18 2011
			For the three months ended					(date of inception) to
			of March 31					March 31,
			2014			2013		2014
	Research and development		$	23,000		$	1,000	$	58,000
	Sales and marketing			4,000			1,000		11,000
	General and administrative			5,000			3,000		30,000
	Stock-based compensation expense		$	32,000		$	5,000	$	99,000
	The Company estimates the fair value of time-based stock options, if any, granted using the Black-Scholes option pricing model. The fair value is then amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period. Time-based and performance-based options, if any, typically have a ten-year life from date of grant and vesting periods of two to four years.
	Valuation Assumptions
	The fair value of stock-based awards to employees is calculated through the use of the Black-Scholes option pricing model, even though such model was developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which differ significantly from the Company’s stock option awards. This model also requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values.
	Expected Term
	The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. For awards granted subject only to service vesting requirements, the Company utilizes the simplified method for estimating the expected term of the stock-based award, instead of historical exercise data.
	Expected Volatility
	The Company uses the historical volatility of the price of the common shares of selected public companies in the biotechnology sector.
	Expected Dividend
	The Company has never paid dividends on its common shares and currently does not intend to do so and, accordingly, the dividend yield percentage is zero for all periods.
	Risk-Free Interest Rate
	The Company bases the risk-free interest rate used in the Black-Scholes option pricing model upon the implied yield curve currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model.
	We used the following assumptions to calculate the estimated fair value of the awards:
		For the three months endedMarch 31,
		2013
	Expected volatility			82.1	%
	Expected term in years			5.52 - 6.08
	Risk-free interest rate			0.67% - 0.89	%
	Expected dividend yield			—	%

Fair_Value_of_Financial_Instru

Fair Value of Financial Instruments	3 Months Ended
	Mar. 31, 2014
Fair Value Measurements [Abstract]	'
FAIR VALUE MEASUREMENTS	'
	10	FAIR VALUE MEASUREMENTS
	The Company recognizes and discloses the fair value of its assets and liabilities using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to valuations based upon unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to valuations based upon unobservable inputs that are significant to the valuation (Level 3 measurements). Each level of input has different levels of subjectivity and difficulty involved in determining fair value.
		●	Level 1 - Inputs used to measure fair value are unadjusted quoted prices that are available in active markets for the identical assets or liabilities as of the reporting date. Therefore, determining fair value for Level 1 investments generally does not require significant judgment, and the estimation is not difficult.
		●	Level 2 - Pricing is provided by third party sources of market information obtained through investment advisors. The Company does not adjust for or apply any additional assumptions or estimates to the pricing information received from its advisors.
		●	Level 3 - Inputs used to measure fair value are unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. The determination of fair value for Level 3 instruments involves the most management judgment and subjectivity.
	As of March 31, 2014 and December 31, 2013, the Company held no assets or liabilities with instrument valuations measured on a recurring basis.

Income_Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2014
Income Taxes [Abstract]	'
INCOME TAXES	'
	11	INCOME TAXES
	No federal income taxes were provided in the three months ended March 31, 2014 and 2013 or for the cumulative period from August 18, 2011 (date of inception) to March 31, 2014 due to the Company’s net losses. State minimum income and franchise taxes are included in general and administrative expenses and were immaterial for the periods presented.  The Company evaluates its ability to recover deferred tax assets, in full or in part, by considering all available positive and negative evidence, including past operating results and our forecast of future taxable income on a jurisdictional basis. The Company bases its estimate of current and deferred taxes on the tax laws and rates that are currently in effect in the appropriate jurisdiction. Changes in laws or rates may affect the tax provision as well as the amount of deferred tax assets or liabilities.
	Current tax laws impose substantial restrictions on the utilization of net operating loss and credit carry-forwards in the event of an “ownership change,” as defined by the Internal Revenue Code. If there should be an ownership change, the Company’s ability to utilize its carry-forwards could be limited.
	As of March 31, 2014 and December 31, 2013, the Company did not have any material unrecognized tax benefits. The 2013 and 2012 tax years remain open for examination by the federal and state authorities.

Net_Loss_Per_Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2014
Net Loss Per Share [Abstract]	'
NET LOSS PER SHARE	'
	12	NET LOSS PER SHARE
	Basic net loss per share is computed by dividing income attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution of securities by adding other common stock equivalents, including common stock options, warrants, and convertible notes, in the weighted average number of common shares outstanding for a period, if dilutive. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. For the three months ended March 31, 2014 and 2013, 3.7 million and 1.5 million potentially dilutive securities, respectively, were excluded from the computation of diluted loss per share because their effect on net loss per share was anti-dilutive. As a result of the net loss for each of the three months ended March 31, 2014 and 2013 there is no dilutive impact to the net loss per share calculation for the periods.

Subsequent_Events

Subsequent Events	3 Months Ended
	Mar. 31, 2014
Subsequent Events [Abstract]	'
SUBSEQUENT EVENTS	'
	13	SUBSEQUENT EVENTS
	The Company entered into Subscription Agreements (the “Subscription Agreements”) for a private placement (the “Private Placement”) of shares of our Series A, par value $0.001 per share, and warrants (the “Warrants”) with two accredited investors (the “Investors”) during the first quarter of 2014 and April 1, 2014, respectively, whereby we sold an aggregate of 810,811 shares of Series A at a per share price of $1.85 for gross proceeds of $1,500,000 and issued to the investors for no additional consideration the Warrants to purchase in the aggregate 405,406 shares of the Company’s common stock, par value $0.001 per share, at an exercise price of $3.70 per share. The closing of the sale of the Series A and the Warrants under the Subscription Agreements occurred on April 11, 2014 (the “Private Placement”), at which time the Series A was issued and the proceeds were released to the Company
	In connection with the Subscription Agreements, the Company, the majority shareholders of the Company and the Investors entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with the Investors on March 14, 2014 and April 1, 2014, respectively, whereby the Investors were granted certain rights including: (i) right to receive copies of quarterly and annual reports of the Company, (ii) right of inspection of the Company’s properties and records, (iii) right of participation in future securities offerings, (iv) tag-along rights in connection with sales of the Company’s stock by a major shareholder, and (v) board of directors representation rights for the subscribers who purchased at least 500,000 shares of Series A and hold at least 30% of such shares (the “Qualified Subscribers”). The Company made certain covenants under the agreement including: (i) uplisting to NYSE or NASDAQ within three years from the issuance shares of Series A, and (ii) increase of the board of directors to five members including one member to be appointed by the Qualified Subscribers.
	As a result of the closing of the Private Placement, the 6% secured convertible notes in the aggregate principal amount of $2.25 million previously issued were automatically converted into 1,520,280 shares of common stock of the Company (the “Conversion Shares”).

Property_Plant_and_Equipment_T

Property Plant and Equipment (Tables)	3 Months Ended
	Mar. 31, 2014
Property, Plant and Equipment [Abstract]	'
Property and Equipment	'
		March 31,			December 31,
		2014			2013
	Furniture and fixtures	$	11,000		$	11,000
	Lab equipment		22,000			12,000
	Computers and equipment		15,000			15,000
			48,000			38,000
	Less: accumulated depreciation		(7,000	)		(6,000	)
		$	41,000		$	32,000

LongTerm_Obligations_Tables

Long-Term Obligations (Tables)	3 Months Ended
	Mar. 31, 2014
Long-Term Obligations [Abstract]	'
Summary of long term borrowings	'
					Interest
	Type of Borrowing	Description	Issue Date	Due Date	Rate			Principal
	Convertible notes as of December 31, 2013							$	1,230,000
	Convertible	Note	Jan-14	Jan-15		6.00	%		350,000
	Convertible	Note	Jan-14	Dec-16		6.00	%		340,000
	Convertible	Notes	Jan-14	Jan-17		6.00	%		50,000
	Convertible	Note	Mar-14	Jan-17		6.00	%		30,000
	Convertible	Note	Mar-14	Mar-17		6.00	%		250,000
	Convertible notes as of March 31, 2014							$	2,250,000
	Less current portion								600,000
	Total long-term debt, net							$	1,650,000

Commitments_and_Contigencies_T

Commitments and Contigencies (Tables)	3 Months Ended
	Mar. 31, 2014
Commitments and Contingencies [Abstract]	'
Future minimum commitments under lease	'
	Nine month remaining of 2014	$	210,000
	2015		288,000
	2016		271,000
	Total	$	769,000

StockBased_Compensation_Tables

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'
Summary of stock based compensation expense	'
								Cumulative for the period from
								August 18 2011
			For the three months ended					(date of inception) to
			of March 31					March 31,
			2014			2013		2014
	Research and development		$	23,000		$	1,000	$	58,000
	Sales and marketing			4,000			1,000		11,000
	General and administrative			5,000			3,000		30,000
	Stock-based compensation expense		$	32,000		$	5,000	$	99,000
Summary of black scholes option pricing model fair value assumptions	'
		For the three months endedMarch 31,
		2013
	Expected volatility			82.1	%
	Expected term in years			5.52 - 6.08
	Risk-free interest rate			0.67% - 0.89	%
	Expected dividend yield			—	%

Description_of_Business_and_Ba1

Description of Business and Basis of Presentation (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Change in Accounting Estimate [Line Items]	'	'
Entity Incorporation, Date of Incorporation	30-Aug-10	'
Common stock, par value	$0.00	$0.00
Share Exchange Agreement [Member]	'	'
Change in Accounting Estimate [Line Items]	'	'
Number of shares issued	7,025,000	'
Equity interest percentage	100.00%	'
Common stock, par value	$0.00	'
Stock Purchase Agreement [Member]	'	'
Change in Accounting Estimate [Line Items]	'	'
Number of shares issued	7,000,000	'
Equity interest percentage	77.80%	'

Going_Concern_Considerations_a1

Going Concern Considerations and Management's Plan (Details) (USD $)	3 Months Ended		12 Months Ended	31 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2014	Dec. 31, 2013
Going Concern Considerations and Management's Plan [Abstract]	'	'	'	'	'
Net loss	($1,153,000)	($109,000)	'	($2,836,000)	'
Accumulated deficit	2,836,000	'	'	2,836,000	1,683,000
Working capital deficit	$1,200,000	'	'	$1,200,000	$732,000
Percentage of discount on share price	'	'	20.00%	'	'

Property_Plant_and_Equipment_D

Property Plant and Equipment (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Property, Plant And Equipment (Textual)	'	'
Total	$48,000	$38,000
Less: accumulated depreciation	-7,000	-6,000
Property and equipment, net	41,000	32,000
Furniture and fixtures	'	'
Property, Plant And Equipment (Textual)	'	'
Total	11,000	11,000
Lab equipment	'	'
Property, Plant And Equipment (Textual)	'	'
Total	22,000	12,000
Computers and equipment	'	'
Property, Plant And Equipment (Textual)	'	'
Total	$15,000	$15,000

Property_Plant_and_Equipment_D1

Property Plant and Equipment (Details Textual) (USD $)	3 Months Ended		31 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Property, Plant and Equipment [Abstract]	'	'	'
Depreciation expense	$1,000	$1,000	$7,000

Related_Party_Payables_Details

Related Party Payables (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Debt Disclosure [Abstract]	'	'
Related party payables	$188,000	$125,000

LongTerm_Obligations_Details

Long-Term Obligations (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Debt Instrument [Line Items]	'	'
Total debt, net	$2,250,000	1,230,000
Less current portion	600,000	'
Total long-term debt, net	1,650,000	'
January 2014 [Member] | January 2015 [Member]	'	'
Debt Instrument [Line Items]	'	'
Type of Borrowing	'Convertible	'Convertible
Description	'Note	'Note
Issue Date	'January 2014	'January 2014
Due Date	'January 2015	'January 2015
Interest Rate	6.00%	'
Total debt, net	350,000	'
January 2014 [Member] | December 2016 [Member]	'	'
Debt Instrument [Line Items]	'	'
Type of Borrowing	'Convertible	'Convertible
Description	'Note	'Note
Issue Date	'January 2014	'January 2014
Due Date	'December 2016	'December 2016
Interest Rate	6.00%	'
Total debt, net	340,000	'
January 2014 [Member] | January 2017 [Member]	'	'
Debt Instrument [Line Items]	'	'
Type of Borrowing	'Convertible	'Convertible
Description	'Notes	'Notes
Issue Date	'January 2014	'January 2014
Due Date	'January 2017	'January 2017
Interest Rate	6.00%	'
Total debt, net	50,000	'
March 2014 [Member] | January 2017 [Member]	'	'
Debt Instrument [Line Items]	'	'
Type of Borrowing	'Convertible	'Convertible
Description	'Note	'Note
Issue Date	'March 2014	'March 2014
Due Date	'January 2017	'January 2017
Interest Rate	6.00%	'
Total debt, net	30,000	'
March 2014 [Member] | March 2017 [Member]	'	'
Debt Instrument [Line Items]	'	'
Type of Borrowing	'Convertible	'Convertible
Description	'Note	'Note
Issue Date	'March 2014	'March 2014
Due Date	'March 2017	'March 2017
Interest Rate	6.00%	'
Total debt, net	$250,000	'

LongTerm_Obligations_Details_T

Long-Term Obligations (Details Textual) (USD $)	3 Months Ended		12 Months Ended	31 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Mar. 31, 2014
Debt Instrument [Line Items]	'	'	'	'
Debt discount amortized	$43,000	$3,000	'	$87,000
Issuance of convertible notes payable with beneficial conversion feature	204,000	10,000	246,000	450,000
Purchase of maximum shares value in subsequent offer	1,500,000	'	'	'
Convert into preferred stock issued in a qualified financing, Term	'The Notes automatically convert into preferred stock issued in a qualified financing at 80% of the price per share at which such preferred stock is issued in such an offering. Additionally, there is a special conversion that at maturity, unless the Company repays all outstanding principal and interest, the Notes shall be automatically converted into a number of shares of common stock of the Company at 80% of the then fair market value per share.	'	'	'
Interest Rate Effective Percentage	6.00%	'	'	6.00%
Debt instrument maturity date, description	'Mature between January 2015 and March 2017	'	'	'
Twelve Individuals [Member]	'	'	'	'
Debt Instrument [Line Items]	'	'	'	'
Convertible notes payable	$1,020,000	'	'	$1,020,000

Commitments_and_Contigencies_D

Commitments and Contigencies (Details) (USD $)	Mar. 31, 2014
Future Minimum Commitments [Abstract]	'
Nine month remaining of 2014	$210,000
2015	288,000
2016	271,000
Total	$769,000

Commitments_and_Contigencies_D1

Commitments and Contigencies (Details Textual)	3 Months Ended
	Mar. 31, 2014
	sqft
Commitments and Contingencies [Abstract]	'
Area of office and laboratory space	10,800
Lease term	'39 months
Lease commencement date	1-Sep-13
Legal proceedings description	'We are not currently a party to any legal proceedings. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Stockholders_Equity_Details

Stockholders' Equity (Details) (USD $)	3 Months Ended				0 Months Ended
	Mar. 31, 2014	Jan. 23, 2014	Dec. 31, 2013	Mar. 20, 2014	Mar. 14, 2014	Mar. 31, 2014
				Series A Preferred Stock [Member]	Subscription Agreement [Member]	Subscription Agreement [Member]
					Series A Preferred Stock [Member]	Series A Preferred Stock [Member]
Proceeds from Issuance of Private Placement	'	'	'	'	$1,000,000	'
Par value, preferred stock	'	'	'	'	$0.00	'
Share Price	'	'	'	'	$1.85	'
Warrants exercise price	'	'	'	'	3.7	'
Warrants to purchase shares	'	'	'	'	270,489	405,406
Shares authorized, Preferred stock	'	'	'	3,300,000	'	'
Preferred Stock, Participation Rights	'	'	'	'	'(i) right to receive copies of quarterly and annual reports of the Company, (ii) right of inspection of the Company's properties and records, (iii) right of participation in future securities offerings, (iv) tag-along rights in connection with sales of the Company's stock by a major shareholder, and (v) board of directors representation rights for the subscribers who purchased at least 500,000 shares of Series A Preferred Stock and hold at least 30% of such shares (the "Qualified Subscribers"). The Company made certain covenants under the agreement including: (i) uplisting to NYSE or NASDAQ within three years from the issuance shares of Series A Preferred Stock, and (ii) increase of the board of directors to five members including one member to be appointed by the Qualified Subscribers.	'
Preferred stock, issued	0	'	0	'	540,977	'
Common stock, issued	9,025,000	7,025,000	7,025,000	'	'	'
Common stock, shares outstanding	9,025,000	'	7,025,000	'	'	'
Time-based and performance-based options, Description	'Time-based options generally vest in two to four years and expire ten years from the date of grant.	'	'	'	'	'
Number of shares reserved and available for grant and issuance pursuant	3,600,000	'	'	'	'	'
Number of Shares, granted	94,000	'	'	'	'	'

StockBased_Compensation_Detail

Stock-Based Compensation (Details) (USD $)	3 Months Ended		31 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]	'	'	'
Research and development	$23,000	$1,000	$58,000
Sales and marketing	4,000	1,000	11,000
General and administrative	5,000	3,000	30,000
Stock-based compensation expense	$32,000	$5,000	$99,000

StockBased_Compensation_Detail1

Stock-Based Compensation (Details 1)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]	'	'
Expected volatility	'	82.10%
Expected dividend yield	'	'
Minimum [Member]	'	'
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]	'	'
Expected term in years	'	'5 years 6 months 7 days
Risk-free interest rate	'	0.67%
Maximum [Member]	'	'
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]	'	'
Expected term in years	'	'6 years 29 days
Risk-free interest rate	'	0.89%

Net_Loss_Per_Share_Details

Net Loss Per Share (Details) (USD $)	3 Months Ended
Share data in Millions, unless otherwise specified	Mar. 31, 2014	Mar. 31, 2013
Net Loss Per Share [Abstract]	'	'
Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive	3.7	1.5
Dilutive impact to the net loss per share calculation for the periods	$0	$0

Subsequent_Events_Details

Subsequent Events (Details) (USD $)	12 Months Ended		3 Months Ended	0 Months Ended	3 Months Ended
	Dec. 31, 2013	Dec. 31, 2012	Mar. 31, 2014	Mar. 14, 2014	Mar. 31, 2014	Apr. 01, 2014
			6% Convertible Notes Payable [Member]	Subscription Agreement [Member]	Subscription Agreement [Member]	Subsequent Event [Member]
				Series A Preferred Stock [Member]	Series A Preferred Stock [Member]	Subscription Agreement [Member]
					BoardofDirectors	Series A Preferred Stock [Member]
					Investors	Investors
Subsequent Event [Line Items]	'	'	'	'	'	'
Number of accredited investors	'	'	'	'	2	2
Par value, preferred stock	'	'	'	$0.00	'	'
Number of shares issued	'	'	'	'	810,811	'
Share Price	'	'	'	$1.85	'	'
Proceeds from shares issued	'	'	'	'	$1,500,000	'
Warrants to purchase shares	'	'	'	270,489	405,406	'
Warrants exercise price	'	'	'	3.7	'	'
Par value, common stock	'	'	'	'	$0.00	'
Convertible notes in the aggregate principal amount	'	'	$2,250,000	'	'	'
Converted into shares of common stock	'	'	1,520,280	'	'	'
Number of board of directors	'	'	'	'	5	'
Preferred Stock, Participation Rights	'	'	'	'(i) right to receive copies of quarterly and annual reports of the Company, (ii) right of inspection of the Company's properties and records, (iii) right of participation in future securities offerings, (iv) tag-along rights in connection with sales of the Company's stock by a major shareholder, and (v) board of directors representation rights for the subscribers who purchased at least 500,000 shares of Series A Preferred Stock and hold at least 30% of such shares (the "Qualified Subscribers"). The Company made certain covenants under the agreement including: (i) uplisting to NYSE or NASDAQ within three years from the issuance shares of Series A Preferred Stock, and (ii) increase of the board of directors to five members including one member to be appointed by the Qualified Subscribers.	'	'