Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 13, 2014 | |
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 | 30-Sep-14 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 11,226,936 |
Unaudited_Condensed_Consolidat
Unaudited Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $1,208,000 | $3,000 |
Prepaid expenses and other current assets | 302,000 | 36,000 |
Total current assets | 1,510,000 | 39,000 |
Property and equipment, net | 188,000 | 32,000 |
Intangible assets | 150,000 | 150,000 |
Other assets | 50,000 | 150,000 |
Restricted cash | 35,000 | ' |
Total assets | 1,933,000 | 371,000 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 1,326,000 | 427,000 |
Payroll liabilities | 85,000 | 64,000 |
Deferred rent | 55,000 | 65,000 |
Convertible notes, short term | ' | 90,000 |
Related party payables | 345,000 | 125,000 |
Total current liabilities | 1,811,000 | 771,000 |
Convertible notes payable | ' | 938,000 |
Other long-term liabilities | ' | 32,000 |
Total liabilities | 1,811,000 | 1,741,000 |
Commitments and contingencies (Note 8) | ' | ' |
Series A convertible redeemable preferred stock, $0.001 par value; 10,000,000 shares authorized; 2,176,387 and no shares issued and outstanding at September 30, 2014, and December 31, 2013, respectively (liquidation preference of $4,026,000 as of September 30, 2014) | 3,637,000 | ' |
Stockholders' deficit: | ' | ' |
Common stock, $0.001 par value; 90,000,000 shares authorized; 11,057,249 and 7,025,000 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 11,000 | 7,000 |
Additional paid-in capital | 3,188,000 | 306,000 |
Accumulated deficit | -6,714,000 | -1,683,000 |
Total stockholders' deficit | -3,515,000 | -1,370,000 |
Total liabilities, convertible redeemable preferred stock and stockholders' deficit | $1,933,000 | $371,000 |
Unaudited_Condensed_Consolidat1
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, issued | 11,057,249 | 7,025,000 |
Common stock, shares outstanding | 11,057,249 | 7,025,000 |
Series A convertible redeemable preferred stock | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, issued | 2,176,387 | 0 |
Preferred stock, shares outstanding | 2,176,387 | 0 |
Liquidation Preference | $4,026,000 | ' |
Unaudited_Condensed_Consolidat2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Operating expenses: | ' | ' | ' | ' |
Research and development | $807,000 | $221,000 | $1,851,000 | $401,000 |
Sales and marketing | 757,000 | 48,000 | 1,337,000 | 73,000 |
General and administrative | 515,000 | 160,000 | 1,800,000 | 306,000 |
Total operating expenses | 2,079,000 | 429,000 | 4,988,000 | 780,000 |
Loss from operations | -2,079,000 | -429,000 | -4,988,000 | -780,000 |
Other income | 16,000 | ' | 31,000 | ' |
Interest expense, net | -2,000 | -22,000 | -74,000 | -42,000 |
Net and comprehensive loss | -2,065,000 | -451,000 | -5,031,000 | -822,000 |
Deemed dividend on Series A convertible redeemable preferred stock | -37,000 | ' | -70,000 | ' |
Net loss available to common stockholders | ($2,102,000) | ($451,000) | ($5,101,000) | ($822,000) |
Basic and diluted net loss available to common stockholders per share | ($0.20) | ($0.06) | ($0.52) | ($0.12) |
Shares used in computing basic and diluted net loss per share | 10,630,000 | 7,025,000 | 9,844,000 | 7,025,000 |
Unaudited_Condensed_Consolidat3
Unaudited Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($5,031,000) | ($822,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Stock-based compensation expense | 385,000 | 28,000 |
Depreciation expense | 10,000 | 6,000 |
Warrants issued for services provided | 99,000 | ' |
Noncash interest expense | 76,000 | 42,000 |
Changes in assets and liabilities: | ' | ' |
Prepaid expenses and other assets | -166,000 | -191,000 |
Accounts payable and accrued expenses | 889,000 | 111,000 |
Payroll liabilities | 21,000 | 33,000 |
Related party payables | 220,000 | 123,000 |
Net cash used in operating activities | -3,497,000 | -670,000 |
Cash flows from investing activities: | ' | ' |
Change in restricted cash | -35,000 | ' |
Purchases of property and equipment | -166,000 | -24,000 |
Purchase of intellectual property | ' | -50,000 |
Net cash used in investing activities | -201,000 | -74,000 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of common stock | 43,000 | ' |
Net proceeds from issuance of convertible redeemable preferred stock | 3,840,000 | ' |
Proceeds from issuance of convertible notes payable | 1,020,000 | 630,000 |
Net cash provided by financing activities | 4,903,000 | 630,000 |
Net increase (decrease) in cash and cash equivalents | 1,205,000 | -114,000 |
Cash at beginning of period | 3,000 | 138,000 |
Cash at end of period | 1,208,000 | 24,000 |
Noncash investing and financing activities: | ' | ' |
Intangible assets purchase accrued | 90,000 | 100,000 |
Conversion of convertible notes payable to common stock | 1,942,000 | ' |
Fair value of beneficial conversion feature issued in connection with convertible notes payable | 204,000 | 126,000 |
Issuance of common stock warrants in connection with Series A convertible redeemable preferred stock | 273,000 | ' |
Issuance of common stock warrants in connection with convertible notes payable | $105,000 | ' |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 9 Months Ended | |
Sep. 30, 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, registered in Delaware and originally incorporated on August 30, 2010 in Nevada under the name Thompson Designs, Inc. The Company has one wholly-owned subsidiary, BioPharmX, Inc., a Nevada corporation. The Company 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. and stockholders of BioPharmX, Inc. who collectively owned 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. | ||
Effective May 16, 2014, BioPharmX Corporation, previously a Nevada corporation, was redomiciled as a Delaware corporation and effective June 26, 2014, BioPharmX, Inc, previously a Delaware corporation, was redomiciled as a Nevada 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 September 30, 2014 and December 31, 2013, the Company’s results of operations and its cash flows for each of the three and nine months ended September 30, 2014 and 2013 and its cash flows for each of the nine months ended September 30, 2014 and 2013. The results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. All references to September 30, 2014 or to the three and nine months ended September 30, 2014 and 2013 in the notes to the condensed consolidated financial statements are unaudited. | ||
Reclassification | ||
Certain prior year amounts have been reclassified to conform to the current year presentation. The amounts for the prior periods have been reclassified to be consistent with the current year presentation and have no impact on previously reported total assets, total stockholders’ deficit or net loss. | ||
Recent Accounting Pronouncements | ||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2014-09,Revenue from Contracts with Customers, (“ASU 2014-09”), which converges the FASB and the International Accounting Standards Board standards on revenue recognition. Areas of revenue recognition that will be affected include, but are not limited to, transfer of control, variable consideration, allocation of transfer pricing, licenses, time value of money, contract costs and disclosures. This guidance is effective for the fiscal years and interim reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact that the adoption of ASU 2014-09 will have on its consolidated financial statements and related disclosures. | ||
On June 10, 2014, the FASB issued ASU 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation,, which eliminates the definition of a development stage entity, eliminates the development stage presentation and disclosure requirements under Accounting Standards Codification, or ASC, 915 Development Stage Entities, or ASC 915, and amends provisions of existing variable interest entity guidance under ASC 810 Consolidation . As a result of the changes, entities which meet the former definition of a development stage entity will no longer be required to: (1) present inception-to-date information in the statements of income, cash flows, and stockholder equity; (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged; and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. Furthermore, ASU 2014-10 clarifies disclosures about risks and uncertainties under ASC Topic 275, Risks and Uncertainties, that apply to companies that have not commenced planned principal operations. Finally, variable interest entity rules no longer contain an exception for development stage entities and, as a result, development stage entities will have to be evaluated for consolidation in the same manner as non-development stage entities. | ||
Under ASU 2014-10, entities are no longer required to apply the presentation and disclosure provisions of ASC 915 during annual periods beginning after December 15, 2014. In addition, the revisions to the consolidation standards are effective for annual periods beginning after December 15, 2015 for public entities and are effective for annual periods beginning after December 15, 2016 for nonpublic entities. Early adoption is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). | ||
The Company has adopted ASU 2014-10 effective as of its issuance date. Adoption of this standard had no impact on its financial position, results of operations, or cash flows; however, the presentation of the consolidated financial statements and related disclosures in the notes to the consolidated financial statements has been changed to eliminate the disclosures that are no longer required. | ||
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (“ASU 2014-15”). This standard includes guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year after the financial statements are issued. If conditions or events raise substantial doubt, the entity must disclose the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, management’s evaluation of those conditions or events, and management’s plans to mitigate the conditions or events. This update is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2014-15 will have on its consolidated financial statements and related disclosures. | ||
We have reviewed other recent accounting pronouncements and concluded they are either not applicable to the business, or no material effect is expected on the consolidated financial statements as a result of future adoption. | ||
Going_Concern_Considerations_a
Going Concern Considerations and Management's Plan | 9 Months Ended | |
Sep. 30, 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 and convertible preferred stock. 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 $5.0 million and $822,000 during the nine months ended September 30, 2014 and 2013, respectively, and has an accumulated deficit of $6.7 million as of September 30, 2014. As of September 30, 2014, the Company had a working capital deficit of $301,000. 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 the first half of 2014, the Company has issued Series A convertible redeemable preferred stock and common stock warrants resulting in gross proceeds of $4.0 million (see details in Note. 9 -- “Convertible Redeemable Preferred Stock and Stockholders’ Equity”) and is looking to raise additional funds as a result of this offering prior to the end of the third 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 | 9 Months Ended | |
Sep. 30, 2014 | ||
Summary of Significant Accounting Policies [Abstract] | ' | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |
3 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
These unaudited interim condensed consolidated 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 September 30, 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 | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
PROPERTY, PLANT AND EQUIPMENT | ' | ||||||||
4 | PROPERTY, PLANT AND EQUIPMENT | ||||||||
Property and equipment, consisted of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Furniture and fixtures | $ | 18,000 | $ | 11,000 | |||||
Laboratory equipment | 26,000 | 12,000 | |||||||
Computers and equipment | 15,000 | 15,000 | |||||||
Software | 145,000 | - | |||||||
204,000 | 38,000 | ||||||||
Less: accumulated depreciation | (16,000 | ) | (6,000 | ) | |||||
$ | 188,000 | $ | 32,000 | ||||||
Depreciation expense for the nine months ended September 30, 2014 and 2013 was $10,000 and $6,000. |
Restricted_Cash
Restricted Cash | 9 Months Ended | |
Sep. 30, 2014 | ||
Restricted Cash [Abstract] | ' | |
RESTRICTED CASH | ' | |
5 | RESTRICTED CASH | |
The company has restricted cash in the amount of $35,000 held by Bank of America in a money market account to secure the credit line of the Company’s credit cards. |
Related_Party_Payables
Related Party Payables | 9 Months Ended | |
Sep. 30, 2014 | ||
Related Party Payables [Abstract] | ' | |
RELATED PARTY PAYABLES | ' | |
6 | RELATED-PARTY PAYABLES | |
Since inception, the founding executives of the Company have made advances to cover short-term operating expenses. Additionally, since the beginning of 2014 a portion of their compensation is being deferred and is included in this balance. These advances and deferred compensation are non-interest bearing. | ||
As of September 30, 2014 and December 31, 2013, related party payables were $345,000 and $125,000, respectively. |
LongTerm_Obligations
Long-Term Obligations | 9 Months Ended | |
Sep. 30, 2014 | ||
Long-Term Obligations [Abstract] | ' | |
LONG-TERM OBLIGATIONS | ' | |
7 | LONG-TERM OBLIGATIONS | |
Financing Arrangements | ||
During the six months ended June 30, 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. Prior to 2014, the Company had issued $1,230,000 of convertible notes payable (the “Notes”). | ||
The Notes automatically convert into common stock upon the Company entering into a qualified preferred stock 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 nine months ended September 30, 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 $6,000 and $49,000 for the nine months ended September 30, 2014, respectively. The amortization expense related to the debt discount was $17,000 and $24,000 for the three and nine months ended September 30, 2013. | ||
The Company entered into Subscription Agreements (the “Subscription Agreements”) for a private placement of shares of our Series A convertible redeemable preferred stock, par value $0.001 per share (“Series A”), and warrants (the “Warrants”) with two accredited investors on March 14, 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. See Note 9. | ||
As a result, upon the closing, the 6% secured convertible notes in the aggregate principal amount of $2.25 million and accrued interest for one of the note holders were automatically converted into 1,526,001 shares of common stock of the Company (the “Conversion Shares”). The balance of accrued interest was waived. On April 11, 2014, the convertible notes payable balance, net of unamortized discounts, of $1,942,000 was converted to common stock. As of September 30, 2014, there were no remaining outstanding convertible notes. | ||
Commitments_and_Contigencies
Commitments and Contigencies | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies [Abstract] | ' | ||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
8 | 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: | |||||
Three months remaining of 2014 | $ | 70,000 | |||
2015 | 288,000 | ||||
2016 | 271,000 | ||||
Total | $ | 629,000 | |||
Legal Proceedings | |||||
The Company is not currently a party to any legal proceedings. The Company is not aware of any pending legal proceeding to which any of its officers, directors, or any beneficial holders of 5% or more of its voting securities are adverse to it or have a material interest adverse to it. |
Convertible_Redeemable_Preferr
Convertible Redeemable Preferred Stock and Stockholders' Equity | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Convertible Redeemable Preferred Stock and Stockholders' Equity [Abstract] | ' | ||||||||||||
CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY | ' | ||||||||||||
9 | CONVERTIBLE REDEEMABLE PREFERRED STOCK AND 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 described in Note 7, on April 11, 2014, the Company’s convertible notes and eligible interest were converted to 1,526,001 shares of common stock upon the first closing of the offer and sale of Series A Preferred Stock. During the nine months ended September 30, 2014, the Company issued 506,248 shares of common stock upon the exercise of stock options. At September 30, 2014, the Company has 11,057,249 shares of common stock currently issued and outstanding. | |||||||||||||
Series A Preferred Stock | |||||||||||||
The Company entered into Subscription Agreements (the “Subscription Agreements”) for a private placement of shares of our Series A convertible redeemable preferred Stock, par value $0.001 per share (“Series A”), and warrants (the “Warrants”) with 30 accredited investors through the third quarter of 2014 whereby we sold an aggregate of 2,176,387 shares of Series A at a per share price of $1.85 for gross proceeds of $4.0 million and issued to the investors for no additional consideration the Warrants to purchase in the aggregate 1,088,201 shares of the Company’s common stock, par value $0.001 per share, with an exercise price of $3.70 per share. | |||||||||||||
The Warrants with an allocated fair value of $273,000 were classified as additional paid in capital. The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions: dividend rate of 0%, risk-free rate of 1.6% to 1.9%, contractual term of 5 years and expected volatility of 88.8%. These Warrants were immediately exercisable, and as of September 30, 2014, were all outstanding. | |||||||||||||
In connection with the Subscription Agreements, the Company, the majority shareholders of the Company and the Investors entered into Investor Rights Agreements (the “Investor Rights Agreements”) with the Investors, 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. | |||||||||||||
Significant terms of Series A are as follows: | |||||||||||||
· | Holders of the Series A are entitled to interest payment at the rate of 6% of the purchase price per annum. The Company has the option to pay this interest in shares of common stock or in cash. As of September 30, 2014, $70,000 in interest has been accreted to the Series A. Holders of the Series A are entitled to receive dividends on an as converted basis with the holders of the Company’s common stock. | ||||||||||||
· | The holders of the Series A are entitled to vote together with the holders of the Company’s common stock, with each such holder of Series A entitled to the number of votes equal to the number of shares of the Company’s common stock into which such Series A would be converted if converted on the record date for the taking of a vote. | ||||||||||||
· | Each share of Series A is initially convertible, at any time at the sole option of the holder, into one share of the Company’s common stock, subject to future adjustments as provided for in the Series A Certificate. The Series A shall automatically convert into shares of the Company’s common stock upon the uplisting of the common stock to NYSE or NASDAQ within three years from the issuance of shares of Series A. | ||||||||||||
· | If the Company fails to effect the uplisting within three years from the issuance of shares of Series A, the holders will have the right to require the Company to redeem all or a portion of the then outstanding Series A at a price per share equal to the Series A liquidation preference. | ||||||||||||
Warrants | |||||||||||||
In addition to the Warrants issued in conjunction with the Subscription Agreements, the Company issued warrants on May 15, 2014, to a service provider for 316,395 shares of common stock at an exercise price of $2.035 per share, which was valued at $99,000 and expensed. The Company also issued to a qualified investor as a part of his convertible loan package for 343,559 shares of common stock at an exercise price of $1.85 per share, which was valued at $105,000. These warrants expire after five years. The Company determined the fair value using the Black-Scholes option pricing model with the following assumptions: dividend rate of 0%, risk-free rate of 1.6%, contractual term of 5 years and expected volatility of 88.8%. These Warrants were immediately exercisable, and as of September 30, 2014, were all outstanding. | |||||||||||||
Equity Incentive Plan | |||||||||||||
On January 23, 2014, the Company adopted the 2014 Equity Incentive Plan (the “2014 Plan”) which permits the Company to grant stock options to directors, officers or employees of the Company or others to purchase shares of common stock of the Company through awards of incentive and nonqualified stock options (“Options”), stock (“Restricted Stock” or “Unrestricted Stock”) and stock appreciation rights (“SARs”). Options previously issued under the BioPharmX, Inc. 2011 Equity Incentive 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 2,700,000. Shares issued under the Plan will be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company. At September 30, 2014, there were 79,000 shares available for grant under the Plan. | |||||||||||||
The following table summarizes the Company’s stock option activities for the nine month periods ended September 30, 2014 and 2013: | |||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Exercise | Remaining | ||||||||||||
Price | Contractual | ||||||||||||
Shares | Per Share | Term | |||||||||||
Outstanding as of January 1, 2014 | 2,606,000 | $ | 0.25 | ||||||||||
Granted | 175,000 | 1.85 | |||||||||||
Exercised | (506,248 | ) | 0.09 | ||||||||||
Cancelled | (160,000 | ) | 0.37 | ||||||||||
Outstanding as of September 30, 2014 | 2,114,752 | $ | 0.41 | 8.39 | |||||||||
Vested and exercisable | 1,149,809 | $ | 0.32 | 8.09 | |||||||||
Vested and expected to vest | 2,114,752 | $ | 0.41 | 8.39 |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||||||||
STOCK-BASED COMPENSATION | ' | ||||||||||||||||
10 | STOCK-BASED COMPENSATION | ||||||||||||||||
The following table summarizes the stock-based compensation expenses included in our Unaudited Condensed Consolidated Statement of Operations and Comprehensive Loss: | |||||||||||||||||
For the three months | For the nine months | ||||||||||||||||
ended of | ended of | ||||||||||||||||
30-Sep | 30-Sep | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Research and development | $ | 14,000 | $ | 9,000 | $ | 94,000 | $ | 13,000 | |||||||||
Sales and marketing | 9,000 | 3,000 | 52,000 | 4,000 | |||||||||||||
General and administrative expenses | 49,000 | 6,000 | 239,000 | 11,000 | |||||||||||||
Stock-based compensation expense | $ | 72,000 | $ | 18,000 | $ | 385,000 | $ | 28,000 | |||||||||
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. | |||||||||||||||||
During the nine months ended September 30, 2014 and 2013, the Company issued options to non-employees for the purchase of 175,000 and 1,165,000 shares of common stock in exchange for services. During the nine months ended September 30, 2014, the options were issued with an exercise price of $1.85 per share. The options issued during the nine months ended September 30, 2013, were issued with a range of exercise prices from $0.05 to $0.35 per share. These options generally vest over four years. The Company accounts for these options as variable awards. The options were valued using the Black-Scholes option pricing model. The total stock based compensation related to nonemployees amounted to $381,000 and $18,000 for the nine months ended September 30, 2014 and 2013. | |||||||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||
Sep. 30, 2014 | |||
Fair Value Measurements [Abstract] | ' | ||
FAIR VALUE MEASUREMENTS | ' | ||
11 | 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 September 30, 2014 and December 31, 2013, the Company held no assets or liabilities with instrument valuations measured on a recurring basis. |
Income_Taxes
Income Taxes | 9 Months Ended | |
Sep. 30, 2014 | ||
Income Taxes [Abstract] | ' | |
INCOME TAXES | ' | |
12 | INCOME TAXES | |
No federal income taxes were provided in the three and nine months ended September 30, 2014 and 2013 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 September 30, 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 | 9 Months Ended | |
Sep. 30, 2014 | ||
Net Loss Per Share [Abstract] | ' | |
NET LOSS PER SHARE | ' | |
13 | 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 and nine months ended September 30, 2014 and 2013, 6.0 million, 6.0 million, 1.0 million and 1.0 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 and nine months ended September 30, 2014 and 2013 there is no dilutive impact to the net loss per share calculation for the periods. |
Subsequent_Events
Subsequent Events | 9 Months Ended | |
Sep. 30, 2014 | ||
Subsequent Events [Abstract] | ' | |
SUBSEQUENT EVENTS | ' | |
14 | SUBSEQUENT EVENTS | |
On November 10, 2014, the Company completed a private placement (the “Private Placement”) of shares of its Series A and warrants to purchase common stock (“Warrants”). The Private Placement was consummated in a series of closings that occurred between April 2014 and November 2014. In October and November 2014, the Company sold to accredited investors and non-U.S. persons an additional 3 million shares of Series A at a per share price of $1.85 and issued to the investors for no additional consideration the Warrants to purchase in the aggregate 1.5 million shares of the Company’s common stock, at an exercise price of $3.70 per share pursuant to a series of subscription agreements. | ||
Additionally, under the subscription agreement with one of the investors, the investor commits them to purchasing an additional 1,081,081 shares of Series A at a per share price of $1.85 on the achievement of certain milestones which would raise another $2 million in gross proceeds for total proceeds of $9,537,546. The milestones include the Company receiving revenues of $2 million for its Violet product or uplisting of the Company’s stock to NYSE or NASDAQ. The Company, two majority shareholders of the Company and this Investor also entered into a Voting Agreement (the “Voting Agreement”), whereby the stockholders agreed to (i) vote in favor of any merger or sale of the Company which has been approved by the board of directors and holders of at least 50% of the then outstanding shares of Series A, and (ii) irrevocably grant to the Investor a proxy to vote in favor of such business combination transaction. The shareholders also agreed to sell their shares to a purchaser in a transaction approved by holders of at least 67% of shares of Series A or 67% of shares of common stock and Series A. | ||
On November 7, 2014, the Company increased the stock available to the 2014 Equity Incentive Plan for options grants from 2,700,000 shares to 4,500,000 shares. | ||
On November 10, 2014, Mr. Ping Wang was appointed as a director of the Company. Mr. Wang is a principal of Korea Investment Partners. | ||
Property_Plant_and_Equipment_T
Property Plant and Equipment (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Summary of property and equipment | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Furniture and fixtures | $ | 18,000 | $ | 11,000 | |||||
Laboratory equipment | 26,000 | 12,000 | |||||||
Computers and equipment | 15,000 | 15,000 | |||||||
Software | 145,000 | - | |||||||
204,000 | 38,000 | ||||||||
Less: accumulated depreciation | (16,000 | ) | (6,000 | ) | |||||
$ | 188,000 | $ | 32,000 |
Commitments_and_Contigencies_T
Commitments and Contigencies (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies [Abstract] | ' | ||||
Future minimum commitments under lease | ' | ||||
Three months remaining of 2014 | $ | 70,000 | |||
2015 | 288,000 | ||||
2016 | 271,000 | ||||
Total | $ | 629,000 |
Convertible_Redeemable_Preferr1
Convertible Redeemable Preferred Stock and Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Convertible Redeemable Preferred Stock and Stockholders' Equity [Abstract] | ' | ||||||||||||
Stock option plan activity | ' | ||||||||||||
Weighted | |||||||||||||
Average | |||||||||||||
Exercise | Remaining | ||||||||||||
Price | Contractual | ||||||||||||
Shares | Per Share | Term | |||||||||||
Outstanding as of January 1, 2014 | 2,606,000 | $ | 0.25 | ||||||||||
Granted | 175,000 | 1.85 | |||||||||||
Exercised | (506,248 | ) | 0.09 | ||||||||||
Cancelled | (160,000 | ) | 0.37 | ||||||||||
Outstanding as of September 30, 2014 | 2,114,752 | $ | 0.41 | 8.39 | |||||||||
Vested and exercisable | 1,149,809 | $ | 0.32 | 8.09 | |||||||||
Vested and expected to vest | 2,114,752 | $ | 0.41 | 8.39 | |||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Stock-Based Compensation [Abstract] | ' | ||||||||||||||||
Summary of stock based compensation expense | ' | ||||||||||||||||
For the three months | For the nine months | ||||||||||||||||
ended of | ended of | ||||||||||||||||
30-Sep | 30-Sep | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Research and development | $ | 14,000 | $ | 9,000 | $ | 94,000 | $ | 13,000 | |||||||||
Sales and marketing | 9,000 | 3,000 | 52,000 | 4,000 | |||||||||||||
General and administrative expenses | 49,000 | 6,000 | 239,000 | 11,000 | |||||||||||||
Stock-based compensation expense | $ | 72,000 | $ | 18,000 | $ | 385,000 | $ | 28,000 |
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation (Details) (USD $) | 9 Months Ended | |
Sep. 30, 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 |
Payroll liabilities | $85,000 | $64,000 |
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 | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Going Concern Considerations and Management's Plan [Abstract] | ' | ' | ' | ' | ' | ' |
Net loss | ($2,065,000) | ($451,000) | ($5,031,000) | ($822,000) | ' | ' |
Deficit accumulated during the development stage | 6,714,000 | ' | 6,714,000 | ' | ' | 1,683,000 |
Working capital deficit | 301,000 | ' | 301,000 | ' | ' | 732,000 |
Percentage of discount on share price | ' | ' | ' | ' | 20.00% | ' |
Series A convertible redeemable preferred stock and warrants issued as consideration | ' | ' | $4,000,000 | ' | ' | ' |
Property_Plant_and_Equipment_D
Property Plant and Equipment (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Total | $204,000 | $38,000 |
Less: accumulated depreciation | -16,000 | -6,000 |
Property and equipment, net | 188,000 | 32,000 |
Furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total | 18,000 | 11,000 |
Laboratory equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total | 26,000 | 12,000 |
Computers and equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total | 15,000 | 15,000 |
Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Total | $145,000 | ' |
Property_Plant_and_Equipment_D1
Property Plant and Equipment (Details Textual) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation expense | $10,000 | $6,000 |
Restricted_Cash_Details
Restricted Cash (Details) (USD $) | Sep. 30, 2014 |
Restricted Cash [Abstract] | ' |
Restricted cash | $35,000 |
Related_Party_Payables_Details
Related Party Payables (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Related Party Payables [Abstract] | ' | ' |
Related party payables | $345,000 | $125,000 |
LongTerm_Obligations_Details
Long-Term Obligations (Details) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 6 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||||
Apr. 11, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | 15-May-14 | Sep. 30, 2014 | Mar. 14, 2014 | Mar. 14, 2014 | Sep. 30, 2014 | |
Twelve Individuals Member [Member] | Series A convertible redeemable preferred stock [Member] | Series A convertible redeemable preferred stock [Member] | Warrant [Member] | Private placement [Member] | Private placement [Member] | Private placement [Member] | Private placement [Member] | ||||||||
Series A convertible redeemable preferred stock [Member] | Warrant [Member] | Warrant [Member] | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, aggregate principal amount | $2,250,000 | ' | ' | ' | ' | ' | $1,230,000 | $1,020,000 | ' | ' | ' | ' | ' | ' | ' |
Percentage of interest on convertible notes payable | 6.00% | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument maturity date description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mature between January 2015 and March 2017, with principal and interest payable at maturity. | |||||||||||||||
Conversion rate of price per share | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt discount | ' | 204,000 | ' | ' | 204,000 | ' | 246,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense related to debt discount | ' | 6,000 | 17,000 | ' | 49,000 | 24,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | $0.00 | ' | ' | $0.00 | ' | ' |
Number of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,176,387 | 810,811 | 405,406 | 1,088,201 |
Share sold, per share price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.85 | ' | ' |
Gross proceeds on transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' |
Common stock, par value | ' | $0.00 | ' | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | $0.00 | ' |
Warrants exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.04 | ' | ' | $3.70 | $3.70 |
Shares issued for conversion of notes payable | 1,526,001 | ' | ' | ' | 1,526,001 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of convertible notes payable to common stock | $1,942,000 | ' | ' | ' | $1,942,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contigencies_D
Commitments and Contigencies (Details) (USD $) | Sep. 30, 2014 |
Future minimum commitments under lease | ' |
Three months remaining of 2014 | $70,000 |
2015 | 288,000 |
2016 | 271,000 |
Total | $629,000 |
Commitments_and_Contigencies_D1
Commitments and Contigencies (Details Textual) | 9 Months Ended |
Sep. 30, 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 | ' |
The Company is not currently a party to any legal proceedings. The Company is not aware of any pending legal proceeding to which any of its officers, directors, or any beneficial holders of 5% or more of its voting securities are adverse to it or have a material interest adverse to it. |
Convertible_Redeemable_Preferr2
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details) (Stock Option [Member], USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2012 | |
Stock Option [Member] | ' | ' | ' |
Shares | ' | ' | ' |
Outstanding, Beginning | 2,606,000 | 1,610,000 | 1,150,000 |
Granted | 175,000 | ' | ' |
Exercised | -506,248 | ' | ' |
Cancelled | -160,000 | ' | ' |
Outstanding, Ending | 2,114,752 | 1,610,000 | 1,150,000 |
Vested and excercisable | 1,149,809 | ' | ' |
Vested and expected to vest | 2,114,752 | ' | ' |
Weighted-Average Exercise Price Per Share | ' | ' | ' |
Outstanding, Beginning | $0.25 | $0.11 | $0.06 |
Granted | $1.85 | ' | ' |
Exercised | $0.09 | ' | ' |
Cancelled | $0.37 | ' | ' |
Outstanding, Ending | $0.41 | $0.11 | $0.06 |
Vested and exercisable | $0.32 | ' | ' |
Vested and expected to vest | $0.41 | ' | ' |
Oustanding, Remaining Contractual Term | '8 years 4 months 21 days | ' | ' |
Vested and exercisable, Remaining Contractual Term | '8 years 1 month 2 days | ' | ' |
Vested and expected to vest, Remaining Contractual Term | '8 years 4 months 21 days | ' | ' |
Convertible_Redeemable_Preferr3
Convertible Redeemable Preferred Stock and Stockholders' Equity (Details Textual) (USD $) | 0 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | |||||||
Apr. 11, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jan. 23, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | 15-May-14 | Sep. 30, 2014 | |
Employee Stock Option [Member] | 2014 Plan [Member] | Series A Preferred Stock [Member] | Subscription Agreement [Member] | Stock Purchase Agreement [Member] | Share Exchange Agreement [Member] | Warrant [Member] | Common Stock [Member] | ||||||
Series A Preferred Stock [Member] | Employee Stock Option [Member] | ||||||||||||
Proceeds from Issuance of Private Placement | ' | ' | ' | ' | ' | ' | ' | ' | $4,000,000 | ' | ' | ' | ' |
Par value, preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | $1.85 | ' | ' | $1.85 | ' |
Number of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | 2,176,387 | 7,000,000 | 7,025,000 | ' | ' |
Warrants exercise price | ' | ' | ' | ' | ' | ' | ' | ' | $3.70 | ' | ' | $2.04 | ' |
Warrants issued upon conversion of shares | ' | ' | ' | ' | ' | ' | ' | ' | 1,088,201 | ' | ' | 316,395 | ' |
Warrant issued upon conversion of shares, issuance cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 99,000 | ' |
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 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. | |||||||||||||
Common stock, issued | ' | 11,057,249 | ' | 7,025,000 | 7,025,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | ' | 11,057,249 | ' | ' | 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 | ' | 2,700,000 | ' | ' | ' | ' | 79,000 | ' | ' | ' | ' | ' | ' |
Shares issued for conversion of notes payable | 1,526,001 | 1,526,001 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants | ' | 273,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock dividend rate, percentage | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' |
Series A Preferred stock dividend | ' | ' | ' | ' | ' | ' | ' | 70,000 | ' | ' | ' | ' | ' |
Dividend rate | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | 0.00% | ' |
Risk-free interest rate | ' | ' | 0.89% | ' | ' | ' | ' | ' | ' | ' | ' | 1.60% | ' |
Risk free interest rate, Minimum | ' | ' | ' | ' | ' | ' | ' | 1.60% | ' | ' | ' | ' | ' |
Risk free interest rate, Maximum | ' | ' | ' | ' | ' | ' | ' | 1.90% | ' | ' | ' | ' | ' |
Contractual term | ' | ' | '6 years 29 days | ' | ' | ' | ' | '5 years | ' | ' | ' | '5 years | ' |
Expected volatility | ' | ' | 82.10% | ' | ' | ' | ' | 88.80% | ' | ' | ' | 88.80% | ' |
Share issued for conversion of Loan package | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 343,559 | ' |
Share issued for conversion of Loan package , Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $105,000 | ' |
Common stock upon the exercise of stock options, Shares | ' | ' | ' | ' | ' | -506,248 | ' | ' | ' | ' | ' | ' | 506,248 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Stock-Based Compensation [Abstract] | ' | ' | ' | ' |
Research and development | $14,000 | $9,000 | $94,000 | $13,000 |
Sales and marketing | 9,000 | 3,000 | 52,000 | 4,000 |
General and administrative | 49,000 | 6,000 | 239,000 | 11,000 |
Stock-based compensation expense | $72,000 | $18,000 | $385,000 | $28,000 |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Stock-based compensation | $72,000 | $18,000 | $385,000 | $28,000 |
Stock Option [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Number of option issued to non employee for purchase of common stock | ' | ' | 175,000 | 165,000 |
Option exercise price | ' | ' | $1.85 | ' |
Stock option vesting period | ' | ' | '4 years | '4 years |
Stock-based compensation | ' | ' | $381,000 | $18,000 |
Stock Option [Member] | Minimum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Option exercise price | ' | ' | ' | $0.05 |
Stock Option [Member] | Maximum [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Option exercise price | ' | ' | ' | $0.35 |
Net_Loss_Per_Share_Details
Net Loss Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Share data in Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Net Loss Per Share [Abstract] | ' | ' | ' | ' |
Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive | 6 | 1 | 6 | 1 |
Dilutive impact to the net loss per share calculation for the periods | $0 | $0 | $0 | $0 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||
Sep. 30, 2014 | Nov. 07, 2014 | Nov. 07, 2014 | Nov. 10, 2014 | Oct. 31, 2014 | Nov. 10, 2014 | |
Private Placement [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |
Minimum [Member] | Maximum [Member] | Private Placement [Member] | Private Placement [Member] | Series A Preferred Stock [Member] | ||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Number of shares issued | 2,176,387 | ' | ' | 3,000,000 | 3,000,000 | 1,081,081 |
Share sold, per share price | ' | ' | ' | $1.85 | $1.85 | $1.85 |
Proceed from issuance of shares | ' | ' | ' | ' | ' | $2,000,000 |
Net proceed on private plaement transaction | ' | ' | ' | ' | ' | $9,537,546 |
Purchase of warrants | ' | ' | ' | 1,500,000 | 1,500,000 | ' |
Warrants exercise price | ' | ' | ' | $3.70 | $3.70 | ' |
Voting rights agreement | ' | ' | ' | ' | ' | ' |
(i) vote in favor of any merger or sale of the Company which has been approved by the board of directors and holders of at least 50% of the then outstanding shares of Series A, and (ii) irrevocably grant to the Investor a proxy to vote in favor of such business combination transaction. The shareholders also agreed to sell their shares to a purchaser in a transaction approved by holders of at least 67% of shares of Series A or 67% of shares of common stock and Series A. | ||||||
Number of option granted | ' | 2,700,000 | 4,500,000 | ' | ' | ' |