Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 30, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | BioRestorative Therapies, Inc. | ||
Entity Central Index Key | 1505497 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $5,692,745 | ||
Trading Symbol | BRTX | ||
Entity Common Stock, Shares Outstanding | 37,149,052 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ||
Cash | $91,798 | $201,098 |
Inventories | 1,945 | 17,965 |
Prepaid expenses and other current assets | 20,570 | 20,739 |
Total Current Assets | 114,313 | 239,802 |
Property and equipment, net | 493,856 | 35,568 |
Intangible assets, net | 1,037,732 | 1,107,545 |
Security deposit | 45,900 | 0 |
Total Assets | 1,691,801 | 1,382,915 |
Current Liabilities: | ||
Accounts payable | 1,111,879 | 1,269,970 |
Accrued expenses and other current liabilities | 1,466,506 | 1,176,662 |
Accrued interest | 94,026 | 65,909 |
Current portion of notes payable, net of debt discount of $113,257 and $237,381 at December 31, 2014 and 2013, respectively | 5,688,239 | 4,990,009 |
Deferred revenues | 164,349 | 0 |
Total Current Liabilities | 8,524,999 | 7,502,550 |
Accrued interest, non-current portion | 5,195 | 41,434 |
Notes payable, non-current portion, net of debt discount of $0 and $3,110 at December 31, 2014 and 2013, respectively | 50,000 | 524,000 |
Total Liabilities | 8,580,194 | 8,067,984 |
Commitments and contingencies | ||
Stockholders' Deficiency: | ||
Preferred stock, $0.01 par value; Authorized, 5,000,000 shares (see Note 10); none issued and outstanding at December 31, 2014 and 2013 | 0 | 0 |
Common stock, $0.001 par value; Authorized, 200,000,000 shares (see Note 10); Issued 34,511,800 and 19,633,173 shares at December 31, 2014 and 2013, respectively; Outstanding 33,953,179 and 19,074,552 shares at December 31, 2014 and 2013, respectively | 34,512 | 19,633 |
Additional paid-in capital | 18,509,121 | 13,139,712 |
Accumulated deficit | -25,400,026 | -19,812,414 |
Treasury stock, at cost, 558,621 shares at December 31, 2014 and 2013 | -32,000 | -32,000 |
Total Stockholders' Deficiency | -6,888,393 | -6,685,069 |
Total Liabilities and Stockholders' Deficiency | $1,691,801 | $1,382,915 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current portion of notes payable, debt discount | $113,257 | $237,381 |
Non-current portion of notes payable, debt discount | $0 | $3,110 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, Authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, Authorized | 200,000,000 | 200,000,000 |
Common stock, Issued | 34,511,800 | 19,633,173 |
Common stock, Outstanding | 33,953,179 | 19,074,552 |
Treasury stock, at cost, shares | 558,621 | 558,621 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | $415,996 | $1,680 |
Cost of sales | 213,834 | 208 |
Gross Profit | 202,162 | 1,472 |
Operating Expenses | ||
Marketing and promotion | 125,626 | 114,951 |
Consulting | 1,310,121 | 779,462 |
Research and development | 1,430,614 | 1,594,054 |
General and administrative | 2,258,307 | 2,265,275 |
Total Operating Expenses | 5,124,668 | 4,753,742 |
Loss From Operations | -4,922,506 | -4,752,270 |
Other (Expense) Income | ||
Interest expense | -285,275 | -371,281 |
Amortization of debt discount | -464,470 | -405,531 |
Loss on extinguishment of note and payables, net | -49,094 | -7,200 |
Warrant modification expense | -50,035 | -214,912 |
Gain on settlement of notes and payables | 183,768 | 0 |
Total Other Expense | -665,106 | -998,924 |
Net Loss | ($5,587,612) | ($5,751,194) |
Net Loss Per Share - Basic and Diluted | ($0.22) | ($0.35) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 25,538,075 | 16,526,793 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (Deficiency) (USD $) | Total | Cash | Common Stock and Warrants | Shares and warrant issued as debt discount in connection with notes payable | Shares and warrants issued in exchange of notes payable and accrued interest | Shares issued as debt discount in connection with notes payable | Leasehold Improvements | Common Stock | Common Stock | Common Stock | Common Stock | Common Stock | Additional paid-in capital | Additional paid-in capital | Additional paid-in capital | Additional paid-in capital | Additional paid-in capital | Additional paid-in capital | Accumulated deficit | Accumulated deficit | Accumulated deficit | Accumulated deficit | Accumulated deficit | Accumulated deficit | Treasury Stock | Treasury Stock | Treasury Stock | Treasury Stock | Treasury Stock | Treasury Stock |
Cash | Shares and warrant issued as debt discount in connection with notes payable | Shares and warrants issued in exchange of notes payable and accrued interest | Shares issued as debt discount in connection with notes payable | Leasehold Improvements | Cash | Shares and warrant issued as debt discount in connection with notes payable | Shares and warrants issued in exchange of notes payable and accrued interest | Shares issued as debt discount in connection with notes payable | Leasehold Improvements | Cash | Shares and warrant issued as debt discount in connection with notes payable | Shares and warrants issued in exchange of notes payable and accrued interest | Shares issued as debt discount in connection with notes payable | Leasehold Improvements | Cash | Shares and warrant issued as debt discount in connection with notes payable | Shares and warrants issued in exchange of notes payable and accrued interest | Shares issued as debt discount in connection with notes payable | Leasehold Improvements | |||||||||||
Beginning Balance at Dec. 31, 2012 | ($5,141,693) | $15,443 | $8,936,084 | ($14,061,220) | ($32,000) | |||||||||||||||||||||||||
Beginning Balance (in shares) at Dec. 31, 2012 | 15,443,484 | -558,621 | ||||||||||||||||||||||||||||
Stock issued | 905,000 | 841 | 573,769 | 417,681 | 339 | 819 | 904,159 | 573,430 | 416,862 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Stock issued (in shares) | 840,589 | 338,750 | 818,495 | 0 | 0 | 0 | ||||||||||||||||||||||||
Shares issued in satisfaction of accrued interest | 213,000 | 266 | 212,734 | |||||||||||||||||||||||||||
Shares issued in satisfaction of accrued interest (in shares) | 266,250 | |||||||||||||||||||||||||||||
Shares issued in satisfaction of accrued consulting services | 0 | 0 | ||||||||||||||||||||||||||||
Shares issued in satisfaction of accrued consulting services (in shares) | 0 | |||||||||||||||||||||||||||||
Warrant modification | 214,912 | 0 | 214,912 | 0 | 0 | |||||||||||||||||||||||||
Waiver of previously accrued executive salary and bonus | 565,000 | 0 | 565,000 | 0 | 0 | |||||||||||||||||||||||||
Exercise of warrants for purchase of common stock | 505,809 | 1,686 | 504,123 | 0 | 0 | |||||||||||||||||||||||||
Exercise of warrants for purchase of common stock (in shares) | 1,686,029 | 0 | ||||||||||||||||||||||||||||
Beneficial conversion features related to convertible notes payable | 0 | |||||||||||||||||||||||||||||
Stock-based compensation: shares of common stock | 138,055 | 239 | 137,816 | 0 | 0 | |||||||||||||||||||||||||
Stock-based compensation: shares of common stock (in shares) | 239,537 | 0 | ||||||||||||||||||||||||||||
Stock-based compensation: options and warrants | 674,592 | 0 | 674,592 | 0 | 0 | |||||||||||||||||||||||||
Impact of share rounding as a result of reverse stock split | 39 | 0 | ||||||||||||||||||||||||||||
Net loss | -5,751,194 | 0 | 0 | -5,751,194 | ||||||||||||||||||||||||||
Ending Balance at Dec. 31, 2013 | -6,685,069 | 19,633 | 13,139,712 | -19,812,414 | -32,000 | |||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2013 | 19,633,173 | -558,621 | ||||||||||||||||||||||||||||
Stock issued | 2,605,000 | 8,672 | 343,026 | 249,800 | 71,050 | 1,101 | 1,000 | 284 | 2,596,328 | 341,925 | 248,800 | 70,766 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||
Stock issued (in shares) | 8,671,983 | 1,101,453 | 1,000,000 | 284,200 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
Shares issued in satisfaction of accrued consulting services | 140,000 | 595 | 139,405 | 0 | 0 | |||||||||||||||||||||||||
Shares issued in satisfaction of accrued consulting services (in shares) | 595,455 | 0 | ||||||||||||||||||||||||||||
Warrant modification | 50,035 | 0 | 50,035 | 0 | 0 | |||||||||||||||||||||||||
Exercise of warrants for purchase of common stock | 113,000 | 377 | 112,623 | 0 | 0 | |||||||||||||||||||||||||
Exercise of warrants for purchase of common stock (in shares) | 376,667 | 0 | ||||||||||||||||||||||||||||
Conversion of notes payable and accrued interest into common stock | 359,711 | 1,785 | 357,926 | 0 | 0 | |||||||||||||||||||||||||
Conversion of notes payable and accrued interest into common stock (in shares) | 1,784,777 | 0 | ||||||||||||||||||||||||||||
Beneficial conversion features related to convertible notes payable | 92,370 | 0 | 92,370 | 0 | 0 | |||||||||||||||||||||||||
Stock-based compensation: shares of common stock | 300,837 | 1,065 | 299,772 | 0 | 0 | |||||||||||||||||||||||||
Stock-based compensation: shares of common stock (in shares) | 1,064,092 | 0 | ||||||||||||||||||||||||||||
Stock-based compensation: options and warrants | 1,059,459 | 0 | 1,059,459 | 0 | 0 | |||||||||||||||||||||||||
Net loss | -5,587,612 | 0 | 0 | -5,587,612 | 0 | |||||||||||||||||||||||||
Ending Balance at Dec. 31, 2014 | ($6,888,393) | $34,512 | $18,509,121 | ($25,400,026) | ($32,000) | |||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2014 | 34,511,800 | -558,621 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash Flows From Operating Activities | ||
Net loss | ($5,587,612) | ($5,751,194) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 464,470 | 405,531 |
Accretion of interest expense | 24,934 | 5,066 |
Depreciation and amortization | 96,685 | 104,811 |
Loss on sale of property and equipment | 1,009 | 0 |
Stock-based compensation | 1,360,296 | 812,647 |
Loss on extinguishment of note and payables, net | 49,094 | 7,200 |
Gain on settlement of notes and payables | -183,768 | 0 |
Inventory write-down | 15,407 | 0 |
Warrant modification expense | 50,035 | 214,912 |
Warrant issued in connection with note payable | 0 | 9,400 |
Changes in operating assets and liabilities: | ||
Inventories | 613 | -5,481 |
Prepaid expenses and other current assets | 11,219 | -2,306 |
Security deposit | -45,900 | 0 |
Accounts payable | -234,563 | 498,541 |
Accrued interest, expenses and other current liabilities | 585,881 | 1,028,469 |
Deferred revenues | 164,349 | 0 |
Total Adjustments | 2,359,761 | 3,078,790 |
Net Cash Used in Operating Activities | -3,227,851 | -2,672,404 |
Cash Flows From Investing Activities | ||
Purchases of property and equipment | -168,376 | -11,160 |
Proceeds from sale of property and equipment | 980 | 0 |
Net Cash Used In Investing Activities | -167,396 | -11,160 |
Cash Flows From Financing Activities | ||
Proceeds from notes payable | 795,000 | 1,454,000 |
Repayments of notes payable | -202,063 | -5,500 |
Advances from director and officer | 58,054 | 144,285 |
Repayment of advances from director and officer | -83,044 | -119,295 |
Proceeds from exercise of warrants | 113,000 | 505,809 |
Sales of common stock and warrants for cash | 2,605,000 | 905,000 |
Net Cash Provided by Financing Activities | 3,285,947 | 2,884,299 |
Net (Decrease) Increase In Cash | -109,300 | 200,735 |
Cash - Beginning | 201,098 | 363 |
Cash - Ending | 91,798 | 201,098 |
Cash paid during the period for: | ||
Interest | 127,112 | 62,346 |
Non-cash investing and financing activities: | ||
Conversion of notes payable and accrued interest into common stock | 359,711 | 0 |
Recharacterization of accrued interest as principal with note payable reissuance | 108,059 | 68,100 |
Beneficial conversion features set up as debt discount | 92,370 | 0 |
Waiver of previously accrued executive salary and bonus | 0 | 565,000 |
Accrued purchases of property and equipment | 258,774 | 0 |
Shares Issued in Connection with Notes Payable Extension | ||
Non-cash investing and financing activities: | ||
Shares issued | 249,800 | 564,369 |
Shares Issued in Satisfaction of Accrued Interest | ||
Non-cash investing and financing activities: | ||
Shares issued | 0 | 213,000 |
Shares issued in satisfaction of accrued interest | ||
Non-cash investing and financing activities: | ||
Shares issued | 343,026 | 417,681 |
Shares and warrant issued to satisfy lease obligation and leasehold improvements | ||
Non-cash investing and financing activities: | ||
Shares issued | 71,050 | 0 |
Shares issued in satisfaction of accrued consulting services | ||
Non-cash investing and financing activities: | ||
Shares issued | $140,000 | $0 |
Business_Organization_and_Natu
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Business Organization and Nature of Operations | Note 1 – Business Organization and Nature of Operations |
BioRestorative Therapies, Inc. has two wholly-owned subsidiaries, Stem Pearls, LLC (“Stem Pearls”) and Stem Cell Cayman Ltd. (“Cayman”), which the Company formed in the Cayman Islands (collectively, “BRT” or the “Company”). BRT develops products and medical therapies using cell and tissue protocols, primarily involving adult stem cells designed for personal medical applications. BRT’s website is at www.biorestorative.com. BRT is currently pursuing a Disc/Spine Program. Its lead cell therapy candidate, brtxDISC™ (Disc Implanted Stem Cells), is a product formulated from autologous (or a person’s own) cultured mesenchymal stem cells collected from the patient’s bone marrow. The product is intended to be used for the non-surgical treatment of protruding and bulging lumbar discs in patients suffering from chronic lumbar disc disease. BRT is also engaging in research efforts with respect to a platform technology utilizing brown adipose (fat) for therapeutic purposes and has labeled this initiative its ThermoStem® Program. It is a pre-clinical cell-based therapy to target obesity and metabolic disorders using brown adipose (fat) derived stem cells to generate brown adipose tissue and is intended to mimic naturally occurring brown adipose depots that regulate metabolic homeostasis in humans." BRT has developed an ingredient derived from human adult stem cells, which can be used by third party companies in the development of their own skin care products. The ingredient was developed pursuant to BRT’s “brtx-C Cosmetic Program”. BRT’s Stem Pearls® brand offers plant stem cell-based cosmetic skincare products that are available for purchase online at www.stempearls.com. | |
Effective January 1, 2015, the Company changed its state of incorporation from the State of Nevada to the State of Delaware pursuant to a plan of conversion, dated December 22, 2014 (the “Plan of Conversion”). Pursuant to the Plan of Conversion, the Company also adopted new bylaws, which became effective on January 1, 2015. | |
Effective April 15, 2013, pursuant to authority granted by the stockholders to the Board of Directors of the Company, the Company implemented a 1-for-50 reverse split of the Company’s issued and outstanding common stock (the “Reverse Split”) and a reduction in the number of shares of common stock authorized to be issued by the Company from 1,500,000,000 to 100,000,000. All share and per share information in these consolidated financial statements has been retroactively adjusted to reflect the Reverse Split. See Note 10 – Stockholders’ Deficiency for additional details regarding the Company’s authorized capital. | |
Going_Concern_and_Managements_
Going Concern and Management's Plans | 12 Months Ended |
Dec. 31, 2014 | |
Development Stage Enterprises [Abstract] | |
Going Concern and Management Plans | Note 2 – Going Concern and Management’s Plans |
As of December 31, 2014, the Company had a working capital deficiency and a stockholders’ deficiency of $8,410,686 and $6,888,393, respectively. During the years ended December 31, 2014 and 2013, the Company incurred net losses of $5,587,612 and $5,751,194, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. | |
Despite recent revenue generated from specific research and development contracts, the Company's primary source of operating funds since inception has been, and will continue to be for the foreseeable future, equity and debt financings. The Company intends to continue to raise additional capital through debt and equity financings. There is no assurance that these funds will be sufficient to enable the Company to fully complete its development activities or attain profitable operations. If the Company is unable to obtain such additional financing on a timely basis and, notwithstanding any request the Company may make, the Company’s debt holders do not agree to convert their notes into equity or extend the maturity dates of their notes, the Company may have to curtail its development, marketing and promotional activities, which would have a material adverse effect on the Company’s business, financial condition and results of operations, and ultimately the Company could be forced to discontinue its operations and liquidate. | |
The accompanying consolidated financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty. | |
Subsequent to December 31, 2014, (a) the Company has raised an aggregate of $801,000 and $30,000 through equity financing and debt financing, respectively, (b) the Company has received research and development payments of $227,234 and (c) $50,000 and $5,984 of debt and accrued interest, respectively, has been converted into common stock. As a result, the Company expects to be able to fund its operations through April 2015. While there can be no assurance that it will be successful, the Company is in active negotiations to raise additional capital. As of the filing date of this report, the Company has notes payable with an aggregate principal balance of $5,000 which are either past due or payable on demand. The Company is currently in the process of negotiating extensions or discussing conversions to equity with respect to these notes. However, there can be no assurance that the Company will be successful in extending or converting these notes. See Note 11– Subsequent Events for additional details. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ||||||||
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies | |||||||
Principles of Consolidation | ||||||||
The consolidated financial statements of the Company include the accounts of Cayman and Stem Pearls. All significant intercompany transactions have been eliminated in the consolidation. | ||||||||
Use of Estimates | ||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets, the fair value of the Company’s equity securities and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. | ||||||||
Concentrations and Credit Risk | ||||||||
As of December 31, 2014, 75% of the face value of the Company’s outstanding notes payable were sourced from a single entity (the “Bermuda Lender”) and the maturity dates associated with these notes range from May 7, 2015 to June 30, 2015. See Note 7 – Notes Payable for additional discussion of the Bermuda Lender. | ||||||||
Two pharmaceutical clients comprised substantially all of the Company’s revenue during the year ended December 31, 2014. See Revenue Recognition – Research and Development Agreements below. | ||||||||
Cash | ||||||||
The Company maintains cash in bank accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the creditworthiness of the financial institutions and has determined the credit exposure to be negligible. | ||||||||
Inventories | ||||||||
The Company maintains finished goods inventories, consisting of Stem Pearls skincare products, which are available for sale. Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. | ||||||||
The Company periodically reviews for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value. During the year ended December 31, 2014, the Company recorded an inventory write-down of $15,407. | ||||||||
Property and Equipment | ||||||||
Property and equipment are stated at cost, net of accumulated depreciation which is recorded commencing at the in-service date using the straight line method at rates sufficient to charge the cost of depreciable assets to operations over their estimated useful lives, which range from 3 to 5 years. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term. Maintenance and repairs are charged to operations as incurred. | ||||||||
Intangible Assets | ||||||||
Intangible assets are comprised of trademarks and licenses with original estimated useful lives of 10 and 17.7 years (20 year life of underlying patents which the Company is licensing, less 2.3 years elapsed since the application date of the respective patents), respectively. Once placed into service, the Company amortizes the cost of the intangible assets over their estimated useful lives on a straight line basis. | ||||||||
Impairment of Long-lived Assets | ||||||||
The Company reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. The Company has not identified any such impairment losses. | ||||||||
Revenue Recognition | ||||||||
Research and Development Agreements | ||||||||
The Company’s policy relating to research and development agreements is to recognize research and development revenues associated with such agreements either (a) on a straight-line basis over the term of the agreement, or (b) in accordance with the milestone method of revenue recognition, depending on the nature of the contract terms, subject to potential acceleration upon achievement of contractually specified deliverables. | ||||||||
On March 19, 2014, the Company entered into a one-year agreement with a Japanese pharmaceutical company to perform specified research and development activities related to stem cells. The agreement may be terminated earlier or extended, as provided for in the agreement. Payment terms are (1) $150,000 received at commencement (straight-line method); (2) $50,000 upon achievement of a specified deliverable (milestone method); and (3) $50,000 upon achievement of the final specified deliverable (milestone method). As of December 31, 2014, the initial $150,000 payment had been received and $34,281 remained in deferred revenues on the consolidated balance sheet. On February 11, 2015, the term of the agreement was extended by three months to June 19, 2015. | ||||||||
On March 24, 2014, the Company entered into a two-year agreement with a U.S. pharmaceutical company to perform specified research and development activities related to brown fat. The agreement may be terminated earlier or extended, as provided for in the agreement. Payment terms are (1) $250,000 at commencement; (2) $356,250 payable in four equal quarterly installments, subject to acceleration upon achieving a specified deliverable; and (3) $168,750 payable in two equal bi-annual installments (all of which are being recognized pursuant to the straight-line method), subject to acceleration upon achieving a specified deliverable. As of December 31, 2014, the initial $250,000 payment and the first two quarterly payments of $89,063 related to (2) above had been received and $130,068 was recorded as deferred revenues on the consolidated balance sheet. | ||||||||
During the year ended December 31, 2014, the Company recognized revenue related to research and development agreements of $413,777. The Company did not recognize any revenue related to research and development agreements during the year ended December 31, 2013. | ||||||||
Other | ||||||||
The Company’s policy is to recognize product sales when the risk of loss and title to the product transfers to the customer, after taking into account potential returns. The Company recognizes sublicensing and royalty revenue when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) the service is completed without further obligation, (iii) the sales price to the customer is fixed or determinable, and (iv) collectability is reasonably assured. | ||||||||
For the years ended December 31, 2014 and 2013, the Company recognized revenue related to sales of Stem Pearls® skincare products of $2,219 and $1,680, respectively. | ||||||||
Income Taxes | ||||||||
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. | ||||||||
The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. | ||||||||
Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2014 and 2013. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. | ||||||||
The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. | ||||||||
Net Loss Per Common Share | ||||||||
Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants, plus the conversion of convertible notes. | ||||||||
The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Options | 15,584,000 | 5,043,000 | ||||||
Warrants | 8,248,683 | 4,795,890 | ||||||
Convertible notes | 653,885 | 1,063,380 | ||||||
Total potentially dilutive shares | 24,486,568 | 10,902,270 | ||||||
Stock-Based Compensation | ||||||||
The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Since the shares underlying the Company’s 2010 Equity Participation Plan (the “Plan”) were registered on May 27, 2014, the Company estimates the fair value of the awards granted under the Plan based on the market value of its freely tradable common stock as reported by the OTC Bulletin Board. The fair value of the Company’s restricted equity instruments was estimated by management based on observations of the cash sales prices of both restricted shares and freely tradable shares. Awards granted to directors are treated on the same basis as awards granted to employees. | ||||||||
Advertising | ||||||||
Advertising costs are charged to operations as incurred. For the years ended December 31, 2014 and December 31, 2013, the Company incurred advertising costs of $15,280 and $25,748, respectively. Advertising expense is reflected in marketing and promotion expenses in the consolidated statements of operations. | ||||||||
Research and Development | ||||||||
Research and development expenses are charged to operations as incurred. For the years ended December 31, 2014 and December 31, 2013, the Company incurred research and development expenses of $1,430,614 and $1,594,054, respectively. | ||||||||
Reclassifications | ||||||||
Certain prior period amounts have been reclassified for comparative purposes to conform to the fiscal 2014 presentation. These reclassifications have no impact on the previously reported net loss. | ||||||||
Fair Value of Financial Instruments | ||||||||
The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. | ||||||||
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: | ||||||||
Level 1 — quoted prices in active markets for identical assets or liabilities | ||||||||
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable | ||||||||
Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) | ||||||||
The carrying amounts of cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of our short term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of warrants, are comparable to rates of returns for instruments of similar credit risk. | ||||||||
Convertible Instruments | ||||||||
GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP. | ||||||||
When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments (the beneficial conversion feature) based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. | ||||||||
Subsequent Events | ||||||||
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed in Note 11. | ||||||||
Recently Issued Accounting Pronouncements | ||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial position and results of operations. | ||||||||
In June 2014, the FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation,” (“ASU 2014-10”). ASU 2014-10 removes the definition of a development stage entity from the Master Glossary of the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, ASU 2014-10 eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and stockholders’ 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. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company adopted ASU 2014-10 during the year ended December 31, 2014 which resulted in the removal of previously required development stage disclosures. The Company’s planned principal operations are to develop technology using cell and tissue therapy protocols, primarily involving adult stem cells, allowing patients to undergo cellular-based treatments. The Company has established a new laboratory facility and is seeking to increase its capabilities for the further development of possible cellular-based treatment protocols, stem cell-related intellectual property and research applications. The Company’s activities are subject to significant risks and uncertainties, which are detailed in Note 2 – Going Concern and Management’s Plans. | ||||||||
In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period," ("ASU 2014-12"). The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in ASC Topic No. 718, "Compensation - Stock Compensation" as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in ASU 2014-12 either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Company does not anticipate that the adoption of ASU 2014-12 will have a material impact on its consolidated financial statements. | ||||||||
In August 2014, the FASB issued ASU No. 2014-15,”Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15, which is effective for annual reporting periods ending after December 15, 2016, extends the responsibility for performing the going-concern assessment to management and contains guidance on how to perform a going-concern assessment and when going-concern disclosures would be required under U.S. GAAP. The Company elected to adopt ASU 2014-15. Management’s evaluations regarding the events and conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern have been disclosed in Note 2 – Going Concern and Management’s Plans. | ||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Note 4 – Property and Equipment | |||||||
Property and equipment include the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Office equipment | $ | 8,466 | $ | 7,670 | ||||
Medical equipment | 359,248 | 129,461 | ||||||
Furniture and fixtures | 113,874 | 19,322 | ||||||
Computer software and equipment | 66,458 | 20,169 | ||||||
Leasehold Improvements | 103,582 | - | ||||||
651,628 | 176,622 | |||||||
Less: accumulated depreciation | -157,772 | -141,054 | ||||||
Property and equipment, net | $ | 493,856 | $ | 35,568 | ||||
Depreciation expense amounted to $26,872 and $34,999 for the years ended December 31, 2014 and 2013, respectively. Depreciation expense is reflected in general and administrative expenses in the consolidated statements of operations. | ||||||||
Intangible_Assets
Intangible Assets | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure Intangible Assets [Abstract] | ||||||||||||||
Intangible Assets | Note 5 – Intangible Assets | |||||||||||||
Intangible assets consist of the following: | ||||||||||||||
Patents and | Accumulated | |||||||||||||
Trademarks | Licenses | Amortization | Total | |||||||||||
Balance as of January 1, 2013 | $ | 3,676 | $ | 1,226,500 | $ | -52,819 | $ | 1,177,357 | ||||||
Amortization expense | - | - | -69,812 | -69,812 | ||||||||||
Balance as of December 31, 2013 | $ | 3,676 | $ | 1,226,500 | $ | -122,631 | $ | 1,107,545 | ||||||
Amortization expense | - | - | -69,813 | -69,813 | ||||||||||
Balance as of December 31, 2014 | $ | 3,676 | $ | 1,226,500 | $ | -192,444 | $ | 1,037,732 | ||||||
Weighted average remaining amortization period at December 31, 2014 in years | 6 | 14.9 | ||||||||||||
Amortization of intangible assets consists of the following: | ||||||||||||||
Patents and | Accumulated | |||||||||||||
Trademarks | Licenses | Amortization | ||||||||||||
Balance as of January 1, 2013 | $ | 736 | $ | 52,083 | $ | 52,819 | ||||||||
Amortization expense | 368 | 69,444 | 69,812 | |||||||||||
Balance as of December 31, 2013 | $ | 1,104 | $ | 121,527 | $ | 122,631 | ||||||||
Amortization expense | 368 | 69,445 | 69,813 | |||||||||||
Balance as of December 31, 2014 | $ | 1,472 | $ | 190,972 | $ | 192,444 | ||||||||
Amortization expense is reflected in general and administrative expenses in the consolidated statements of operations. Based upon the current intangible assets as of December 31, 2014, amortization expense is projected to be approximately $70,000 per annum through 2029. | ||||||||||||||
On January 27, 2012, the Company entered into a license agreement with a stem cell treatment company (“SCTC”) (as amended on March 21, 2012, the “SCTC Agreement”). On April 6, 2012 (the “Closing Date”), the Company and SCTC closed on the SCTC Agreement. Pursuant to the SCTC Agreement, the Company obtained, among other things, a worldwide, exclusive, royalty-bearing license from SCTC to utilize or sublicense a certain medical device patent (pending) for the administration of specific cells and/or cell products to the disc and/or spine (and other parts of the body) and a worldwide (excluding Asia and Argentina), exclusive, royalty-bearing license to utilize or sublicense a certain method for culturing cells. The SCTC Agreement provides that the Company must achieve certain milestones. As of December 31, 2014, the Company had not met any the milestones provided for in the SCTC Agreement to be fulfilled by April 6, 2014; however, it still had the ability to pay $75,000 by April 6, 2015 in order to retain the exclusivity of the license. On March 5, 2015, the Company made the $75,000 cash payment to retain the exclusivity of the license. Pursuant to the license agreement with SCTC, unless certain milestones are satisfied, the Company will be required to pay to SCTC minimum amounts of between $225,000 and $475,000 during the period from April 2017 to April 2019 in order to maintain its exclusive rights with regard to the disc/spine technology. | ||||||||||||||
The SCTC Agreement also provides for an exclusive, royalty-bearing sublicense of certain of the licensed technology to SCTC for use for orthopedic purposes and a non-exclusive, royalty-bearing sublicense of certain of the licensed technology to SCTC for use (1) at a single facility in the Cayman Islands (or, under certain circumstances, at a different non-U.S. facility), and (2) at U.S. facilities (in accordance with protocols established by the Company), if and only if, upon resolution of a Food and Drug Administration (“FDA”) action, SCTC has the legal right to exploit the technology in the U.S. and the Company does not yet have such legal right. Further, the SCTC Agreement provides that SCTC will furnish certain training, assistance and consultation services with regard to the licensed technology. In addition, the Company had agreed to reimburse SCTC for 25% of its legal fees associated with what had been a pending court action with the FDA, subject to a maximum of $4,500 per month and $100,000 in the aggregate. In 2012, the District Court ruled in favor of the FDA, but SCTC appealed the decision. In February 2014, the United States Court of Appeals for the D.C. Circuit affirmed the District Court’s ruling, concluding that the FDA has the authority to regulate certain autologous stem cell procedures and that SCTC’s stem cell mixture meets the definition of drug and not HCT/P since it was more than minimally manipulated. SCTC has indicated that it does not intend to appeal the decision to the Supreme Court. While this decision is specific to SCTC’s procedures and mixture, it indicates that stem cells, even when used in an autologous context, may be regulated as drugs, particularly when mixed with other substances or in other ways that may be considered to be more than minimally manipulated. The Company is proceeding with the FDA approval process for its initiatives as discussed above. | ||||||||||||||
Pursuant to the SCTC Agreement, on the Closing Date, the Company made a payment to SCTC consisting of a license fee of $1,000,000, net of a sublicensing fee of $10,000, which SCTC owed to the Company (which was recorded as revenue in the consolidated statements of operations), and issued to SCTC a warrant for the purchase of 1,000,000 shares of common stock of the Company (the “SCTC Warrant”). The vesting of the SCTC Warrant was divided into three tranches. The first tranche to purchase 300,000 shares of common stock was immediately exercisable. The exercise of the second and third tranches to purchase 350,000 shares of common stock each is subject to specified performance criteria. The exercise price for the initial tranche is $1.50 per share and the exercise price for the second and third tranches is the greater of $1.50 per share or the then fair market value of the common stock, as defined in the SCTC Agreement. The initial tranche had a grant date value of $226,500 using the Black-Scholes model, which was recognized immediately. The Company recorded the $1,000,000 cash payment and the $226,500 value of the first tranche of the warrant as an intangible asset with an original estimated useful life of 17.7 years (20 year life of the underlying pending patent less 2.3 years since patent application). | ||||||||||||||
The Company has not made an accounting entry related to the second and third tranches as it is not currently estimable when the specified performance criteria will be met. When, and if, the second and third tranches of the SCTC Warrant vest (or when the timing of vesting becomes estimable), the grant date value of these tranches will be added to the value of the intangible asset after calculating the grant date values using the Black-Scholes option pricing model using the final exercise prices as inputs to the model. | ||||||||||||||
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities and Other Liabilities [Abstract] | ||||||||
Accrued Expenses and Other Current Liabilities | Note 6 – Accrued Expenses and Other Current Liabilities | |||||||
Accrued expenses and other current liabilities are comprised of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Credit card payable | $ | 4,739 | $ | 6,000 | ||||
Accrued payroll and payroll taxes | 679,277 | 672,535 | ||||||
Accrued purchases of property and equipment | 174,801 | - | ||||||
Accrued research and development expenses | 292,395 | 229,276 | ||||||
Accrued general and administrative expenses | 315,294 | 266,541 | ||||||
Deferred rent | - | 2,310 | ||||||
Total | $ | 1,466,506 | $ | 1,176,662 | ||||
During the year ended December 31, 2014, the Company received an aggregate of $58,054 in non-interest bearing advances from a director, an officer and a family member of the same officer and made aggregate repayments of $83,044 (inclusive of the $24,990 outstanding balance as of December 31, 2013 discussed below), such that the Company had no remaining liability with regard to these advances as of December 31, 2014. During the year ended December 31, 2013, the Company received an aggregate of $144,285 in advances from a director, an officer and a family member of the same officer and made aggregate repayments of $119,295, such that the Company had a liability of $24,990 with regard to these advances as of December 31, 2013. | ||||||||
Notes_Payable
Notes Payable | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Notes Payable [Abstract] | ||||||||||||||||||||
Notes Payable | Note 7 – Notes Payable | |||||||||||||||||||
A summary of the notes payable activity during the years ended December 31, 2014 and 2013 is presented below: | ||||||||||||||||||||
Bermuda | Convertible | Other | Debt | |||||||||||||||||
Lender | Notes | Notes | Discount | Total | ||||||||||||||||
Outstanding, December 31, 2012 | $ | 3,550,000 | $ | - | $ | 1,082,185 | $ | -76,719 | $ | 4,555,466 | ||||||||||
Issuances | 450,000 | 281,000 | [1] | 733,000 | - | 1,464,000 | ||||||||||||||
Conversion of accrued interest | - | - | 68,100 | - | 68,100 | |||||||||||||||
Exchanges for equity | - | - | -404,285 | - | -404,285 | |||||||||||||||
Repayments | - | - | -5,500 | - | -5,500 | |||||||||||||||
Recognition of debt discount | - | - | - | -574,369 | [1] | -574,369 | ||||||||||||||
Amortization of debt discount | - | - | - | 405,531 | 405,531 | |||||||||||||||
Accretion of interest expense | - | - | - | 5,066 | [1] | 5,066 | ||||||||||||||
Outstanding, December 31, 2013 | $ | 4,000,000 | $ | 281,000 | $ | 1,473,500 | $ | -240,491 | $ | 5,514,009 | ||||||||||
Issuances | 500,000 | 300,000 | [1] | - | - | 800,000 | ||||||||||||||
Exchanges for equity | - | -71,000 | -203,000 | - | -274,000 | |||||||||||||||
Conversions to equity | - | -342,500 | - | - | -342,500 | |||||||||||||||
Repayments | -89,063 | - | -113,000 | - | -202,063 | |||||||||||||||
Recognition of debt discount | - | - | - | -347,170 | [1] | -347,170 | ||||||||||||||
Amortization of debt discount | - | - | - | 464,470 | 464,470 | |||||||||||||||
Recharacterization of accrued interest as principal | - | - | 108,059 | [3] | - | 108,059 | ||||||||||||||
Accretion of interest expense | - | 15,000 | [2] | - | 9,934 | [1] | 24,934 | |||||||||||||
Settlement of accreted interest | - | -7,500 | [2] | - | - | -7,500 | ||||||||||||||
Outstanding, December 31, 2014 | $ | 4,410,937 | $ | 175,000 | [4] | $ | 1,265,559 | $ | -113,257 | $ | 5,738,239 | |||||||||
[1] | During the years ended December 31, 2014 and 2013, notes with an aggregate principal amounts of $30,000 and $60,000, respectively, bear no interest and were issued for cash consideration of $25,000 and $50,000, respectively. The differences between the principal amounts of the notes and the cash received of $5,000 and $10,000, respectively, were recorded as debt discount and amortized to interest expense over the term of the notes. | |||||||||||||||||||
[2] | During the year ended December 31, 2014, pursuant to the terms of certain notes payable with maturity dates ranging from January 8, 2014 to June 10, 2014, the aggregate principal balance of the notes was increased from $90,000 to $105,000. The aggregate $15,000 of principal increases was accreted as interest expense. During the year ended December 31, 2014, $7,500 of the principal increases was settled by the conversion of a convertible note with a maturity date of January 8, 2014 and original principal balance of $30,000 into shares of the Company's common stock. | |||||||||||||||||||
[3] | During the year ended December 31, 2014, in connection with the extension of certain notes payable with maturity dates ranging from of August 8, 2013 to March 1, 2014, an aggregate $108,059 of accrued interest was added to the aggregate principal balance of the notes, increasing the aggregate principal balance from $752,500 to $860,559. | |||||||||||||||||||
[4] | As of December 31, 2014, convertible notes with an aggregate principal balance of $175,000 were convertible at the election of the Company. Of such convertible notes, notes with an aggregate principal balance of $83,333 are also convertible, under certain circumstances, at the election of the holder pursuant to the terms of the notes. | |||||||||||||||||||
Bermuda Lender | ||||||||||||||||||||
On March 26, 2013, Cayman borrowed $450,000 from the Bermuda Lender, which was combined with the already outstanding $3,550,000 of previous borrowings from the Bermuda Lender into a new $4,000,000 zero coupon note (the “$4,000,000 Bermuda Lender Note”) which matured on July 31, 2014. In consideration of the additional $450,000 loan, the waiver of accrued and unpaid interest of $213,000, and an extension of the maturity date of the outstanding loan, the Company issued to the Bermuda Lender 600,000 shares of common stock (valued at $480,000) and a five year warrant to purchase 400,000 shares of common stock at an exercise price of $2.50 per share (valued at $250,000). After determining that 266,250 shares of common stock (of the 600,000 shares issued) were, in effect, used to settle the aggregate $213,000 accrued and unpaid interest, the Company determined that the relative fair value of the remaining equity securities issued was $457,826, which amount was recorded as a debt discount and was amortized via the interest method over the sixteen month term of the $4,000,000 Bermuda Lender Note in accordance with ASC 470-60. The effective annual interest rate of the $4,000,000 Bermuda Lender Note is 11%. | ||||||||||||||||||||
On May 8, 2014, Cayman borrowed an additional $500,000 from the Bermuda Lender and issued to the Bermuda Lender a one-year note payable in the principal amount of $500,000 which bears interest at 15% per annum payable at maturity. The note also provides for the mandatory prepayment of the principal amount to the extent of any monies received by the Company pursuant to the research and development agreements discussed in Note 3 – Summary of Significant Accounting Policies – Revenue Recognition – Research and Development Agreements. Interest on the entire principal amount of the note is payable until such time as the principal amount is paid in full. On July 15, 2014, the Company received $89,063 pursuant to the research and development agreements which triggered a mandatory principal prepayment of $89,063. See Note 11 – Subsequent Events for details regarding monies received pursuant to the research and development agreements. | ||||||||||||||||||||
On August 13, 2014, Cayman and the Bermuda Lender agreed to extend the maturity date of the $4,000,000 Bermuda Lender Note from July 31, 2014 to December 31, 2014. In consideration of the extension, the Company issued to the Bermuda Lender 550,000 shares of common stock. The $121,000 fair value of the common stock was recorded as debt discount and was amortized over the remaining term of the $4,000,000 Bermuda Lender Note. | ||||||||||||||||||||
On December 31, 2014, Cayman and the Bermuda Lender agreed to further extend the maturity date of the $4,000,000 Bermuda Lender Note from December 31, 2014 to June 30, 2015. In consideration of the extension, the Company issued to the Bermuda Lender 450,000 shares of common stock. The $99,000 fair value of the common stock was recorded as debt discount and will be amortized over the remaining term of the $4,000,000 Bermuda Lender Note. | ||||||||||||||||||||
As of December 31, 2014, the Bermuda Lender is a related party as a result of the size of its ownership interest in the Company's common stock. | ||||||||||||||||||||
Convertible Notes | ||||||||||||||||||||
Between August 8, 2013 and December 18, 2013, the Company issued convertible notes with an aggregate principal amount of $281,000, for cash consideration of $271,000 (convertible notes with an aggregate principal amount of $60,000 bear no interest and were issued for cash consideration of $50,000 and the $10,000 of interest, was recorded as debt discount and will be amortized over the term of the note, resulting in a weighted average effective interest rate of 100%). Convertible notes with an aggregate principal amount of $221,000 bear interest at a rate of 12% per annum payable upon maturity. The convertible notes were initially payable 2-6 months from the date of issuance. Of the $281,000 principal amount of convertible notes, $171,000 are convertible into shares of the Company’s common stock at the election of the Company while $110,000 are convertible into shares of the Company’s common stock at the election of the holder. The convertible notes are convertible during the period beginning five days prior to maturity and ending on the day immediately prior to maturity (the “Note Conversion Period”). The conversion price of the convertible notes is equal to the greater of (a) 55-65% (depending on the specific note) of the fair value of the Company’s common stock or (b) $0.05 per share. As of December 31, 2013, the convertible notes were not convertible. The Company evaluated the conversion options and determined that bifurcation was not necessary in accordance with ASC 815. The beneficial conversion features will be accounted for, if necessary, at the commitment date. | ||||||||||||||||||||
Between January 17, 2014 and May 2, 2014, the Company issued convertible notes with an aggregate principal amount of $175,000, for cash consideration of $170,000 (a convertible note with a principal amount of $30,000 bears no interest and was issued for cash consideration of $25,000 and the $5,000 difference was recorded as debt discount and was accreted as interest over the term of the note). Convertible notes with an aggregate principal amount of $145,000 bear interest at a rate of 12% per annum payable upon maturity. The convertible notes were initially payable 3-12 months from the date of issuance. Of the $175,000 principal amount of convertible notes, $145,000 is convertible into shares of the Company’s common stock at the election of the Company during the period beginning five days prior to maturity and ending on the day immediately prior to maturity at the greater of (a) 55%-60% (depending on the particular note) of the fair value of the Company’s stock or (b) $0.05 per share. The remaining $30,000 is convertible into shares of the Company’s common stock at the election of the holder any time after September 10, 2014 at the lesser of (a) $0.50 per share or (b) 65% of the fair value of the Company’s common stock, but with a floor of $0.05 per share. | ||||||||||||||||||||
Between November 12, 2014 and December 2, 2014, the Company issued convertible notes in the aggregate principal amount of $125,000 which bear interest at a rate of 10% per annum payable on maturity. The convertible notes are payable as follows: (i) $41,667 of aggregate principal and the respective accrued interest on such principal is payable six months from the issuance date (the “First Maturity Date”), (ii) $41,667 of principal and the respective accrued interest on such principal is payable two weeks following the First Maturity Date (the “Second Maturity Date”), and (iii) $41,666 of principal and the respective accrued interest on such principal is payable one month following the First Maturity Date (the “Third Maturity Date”). Each $41,667 and $41,666 of aggregate principal and the respective accrued interest on such principal is convertible into shares of the Company’s common stock at the election of the Company during the period beginning five days prior to each maturity date and ending on the day immediately prior to each maturity date at the greater of (a) 60% of the fair value of the Company’s stock or (b) $0.05 per share. In the event that the Company elects to effect a conversion, during the five day period following the conversion, the holders shall have the right to convert the then outstanding principal amount of the convertible notes, together with accrued and unpaid interest thereon, into shares of the Company’s common stock at a conversion price equal to the conversion price in the Company-effected conversion. | ||||||||||||||||||||
During the year ended December 31, 2014, the Company elected to convert certain convertible notes with an aggregate principal balance of $225,000 and aggregate accrued interest of $13,565 into an aggregate of 1,202,744 shares of common stock at conversion prices ranging from $0.14 to $0.28 per share. | ||||||||||||||||||||
During the year ended December 31, 2014, the holders of certain convertible notes elected to convert such convertible notes with an aggregate principal balance of $117,500 and aggregate accrued interest of $3,646 into an aggregate of 582,033 shares of common stock at conversion prices ranging from $0.19 to $0.22 per share. | ||||||||||||||||||||
During the year ended December 31, 2014, the Company and certain lenders agreed to exchange certain convertible notes with an aggregate principal balance of $71,000, along with accrued and unpaid interest of $4,260, for an aggregate of 246,764 shares of common stock and an immediately vested, two-year warrant to purchase 100,000 shares of common stock at an exercise price of $0.75 per share. The common stock and warrants had an aggregate grant date value of $74,029 and, as a result, the Company recorded a gain on extinguishment of $1,231. The lenders received piggyback registration rights related to the stock and the stock issuable pursuant to the warrants. | ||||||||||||||||||||
During the year ended December 31, 2014, the contingently adjustable conversion ratios associated with certain convertible notes were resolved. The Company estimated the intrinsic value of the embedded conversion options based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the convertible note. During the year ended December 31, 2014, the Company recognized $92,370 of intrinsic value related to these beneficial conversion features as debt discount which was immediately amortized. | ||||||||||||||||||||
Other Notes | ||||||||||||||||||||
Other notes issued by the Company (“Other Notes”) predominantly bear interest at a rate of 15% per annum payable monthly. As of December 31, 2014, the Other Notes have maturity dates through October 2015. | ||||||||||||||||||||
The holders of two Other Notes are entitled to five years of royalty payments associated with Cosmetic Revenues, as defined in the notes, ranging from 0.5% to 4.0% of Cosmetic Revenues, depending on the holder and the year the Cosmetic Revenues are earned. The final three years of royalty payments are subject to an annual dollar maximum of $100,000 for one of the noteholders. Given that the Company has not yet generated any Cosmetic Revenues, no royalty payments have been earned. | ||||||||||||||||||||
In connection with the issuance and extension of Other Notes during the year ended December 31, 2013, the Company issued 5,000 shares of common stock, with a relative fair value of $3,704. In connection with the issuances, five-year warrants to purchase an aggregate of 402,500 shares of common stock at exercise prices ranging from $0.94 to $2.50 per share, with a relative fair value of $112,239, were issued as debt discount to the lenders and amortized over the term of the note. | ||||||||||||||||||||
In connection with the extension of Other Notes during the year ended December 31, 2014, the Company issued five-year warrants to purchase an aggregate of 190,000 shares of common stock at exercise prices ranging from $0.50 to $0.75 per share, with a grant date fair value of $29,800, as debt discount to the lenders and amortized over the term of the note. | ||||||||||||||||||||
During the year ended December 31, 2013, the Company and certain lenders agreed to exchange certain Other Notes with an aggregate principal balance of $404,285, along with accrued and unpaid interest of $6,196, for an aggregate of 818,495 shares of common stock and five-year warrants to purchase an aggregate of 45,000 shares of common stock at an exercise price of $1.50 per share. The stock and warrants had an aggregate issuance date value of $417,681 and, as a result, the Company recorded a loss on extinguishment of $7,200. The lenders received piggyback registration rights related to the stock and the stock issuable pursuant to the warrants. | ||||||||||||||||||||
During the year ended December 31, 2014, the Company and certain lenders agreed to exchange certain Other Notes with an aggregate principal balance of $203,000, along with accrued and unpaid interest of $15,672, for an aggregate of 854,689 shares of common stock and an immediately vested, two-year warrant to purchase 100,000 shares of common stock at an exercise price of $0.75 per share. The common stock and warrants had an aggregate grant date value of $268,997 and, as a result, the Company recorded a loss on extinguishment of $50,325. The lenders received piggyback registration rights related to the stock and the stock issuable pursuant to the warrants. | ||||||||||||||||||||
During the year ended December 31, 2014, the Company repaid certain Other Notes with an aggregate principal balance of $113,000 and accrued interest of $11,219. | ||||||||||||||||||||
See Note 11 – Subsequent Events for additional details regarding notes payable. | ||||||||||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | Note 8 – Income Taxes | ||||||||
United States and foreign components of loss before income taxes were as follows: | |||||||||
For The Years Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
United States | $ | -5,223,749 | $ | -5,328,958 | |||||
Foreign | -363,863 | -422,236 | |||||||
Loss before income taxes | $ | -5,587,612 | $ | -5,751,194 | |||||
The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below: | |||||||||
For The Years Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred Tax Assets: | |||||||||
Net operating loss carryforward | $ | 4,820,500 | $ | 5,327,000 | |||||
Stock-based compensation | 1,272,600 | 907,100 | |||||||
Accruals | 240,700 | 139,800 | |||||||
Research & development tax credits | 95,500 | - | |||||||
Other | 2,100 | 2,700 | |||||||
Gross deferred tax assets | 6,431,400 | 6,376,600 | |||||||
Deferred Tax Liabilities: | |||||||||
Fixed assets | -93,200 | - | |||||||
Intangible assets | -8,100 | -3,000 | |||||||
Gross deferred tax liabilities | -101,300 | -3,000 | |||||||
Net deferred tax assets | 6,330,100 | 6,373,600 | |||||||
Valuation allowance | -6,330,100 | -6,373,600 | |||||||
Deferred tax asset, net of valuation allowance | $ | - | $ | - | |||||
Changes in valuation allowance | $ | -43,500 | $ | 1,631,300 | |||||
The income tax provision (benefit) consists of the following: | |||||||||
For The Years Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Federal: | |||||||||
Current | $ | - | $ | - | |||||
Deferred | 38,921 | -1,459,584 | |||||||
State and local: | |||||||||
Current | - | - | |||||||
Deferred | 4,579 | -171,716 | |||||||
43,500 | -1,631,300 | ||||||||
Change in valuation allowance | -43,500 | 1,631,300 | |||||||
Income tax provision (benefit) | $ | - | $ | - | |||||
A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: | |||||||||
For The Years Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Tax benefit at federal statutory rate | -34 | % | -34 | % | |||||
State income taxes, net of federal benefit | -4 | % | -4 | % | |||||
Permanent differences | 0.8 | % | 5.8 | % | |||||
Research & development tax credits | -1.8 | % | 0 | % | |||||
Impact of Section 382 limit | 41.2 | % | 0 | % | |||||
True-ups and other | -1.4 | % | 1.6 | % | |||||
Change in valuation allowance | -0.8 | % | 30.6 | % | |||||
Effective income tax rate | 0 | % | 0 | % | |||||
The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s history of losses since inception, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized. | |||||||||
At December 31, 2014 and 2013, the Company had approximately $12,700,000 and $14,000,000, respectively, of federal and state net operating losses that may be available to offset future taxable income. The net operating loss carry forwards, if not utilized, will expire from 2029 to 2034 for federal purposes. In accordance with Section 382 of the Internal Revenue Code, the usage of the Company’s net operating loss carry forwards are subject to annual limitations due to greater than 50% ownership changes. The Section 382 limitation that became effective on or about July 2014 has resulted in (a) approximately $5,700,000 of federal NOLs not being realizable; and (b) the reversal of approximately $2,200,000 of net operating loss deferred tax assets. | |||||||||
The Company files income tax returns in the U.S. federal jurisdiction and the states of Florida and New York, and is subject to examination by the various taxing authorities beginning with the tax years ended December 31, 2011. | |||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 – Commitments and Contingencies |
Operating Lease | |
Jupiter, Florida Lease | |
The Company was a party to a three year lease agreement with respect to premises located at the Alexandria Innovation Center in Jupiter, Florida, which was scheduled to expire on January 31, 2014. No base rent was payable during the initial year and the lease provided for a base monthly rent of $6,234 during the second year and $6,422 during the third year. The Company had the right to lease the premises for an additional three years at the then fair market value rent. The aggregate base rent payable over the lease term was recognized on a straight-line basis. | |
On February 4, 2014, the Company and the landlord agreed to the surrender of a portion of the leased premises and also extended the term of the lease to July 31, 2014. The amended lease provided for a base rent of $962 per month. The Company and the landlord subsequently agreed to a series of lease extensions, such that the lease ultimately terminated on December 31, 2014. | |
On February 11, 2014, the Company executed a Facility Use Agreement with the SCTC which permitted the Company to utilize the SCTC’s laboratory facility and one office for research associated with its culturing and medical device license. Payment terms were $3,750 per month through March 31, 2014 and $100 per day for usage beyond that date. The Company ceased using the SCTC’s laboratory facility on March 31, 2014. | |
On August 25, 2014, the Company entered into a lease for 6,800 square feet of space located in Melville, New York (the “Melville Lease”). Late in 2014, the Company relocated its corporate and laboratory operations from Jupiter, Florida to such location. The Melville Lease provides for a term of 63 months from the commencement date (as defined in the Melville Lease) (subject to extension at the option of the Company for a period of five years) and an annual base rental during the initial term ranging between $132,600 and $149,260. Pursuant to the Melville Lease, no rent was payable for the initial four months of the term. | |
In connection with the Melville Lease, the Company paid the landlord a cash security deposit of $45,900, which is reflected on the consolidated balance sheet as of December 31, 2014. Additionally, in connection with the execution of the Melville Lease, the Company issued to the principals of the landlord an aggregate of 284,200 shares of its common stock and five-year warrants to purchase an aggregate of 142,100 shares of its common stock at an exercise price of $0.50 per share as consideration for: (i) $60,000 towards the leasehold improvements of the leased premises and (ii) $11,050 of prepaid rent for the fifth month of the lease. During the year ended December 31, 2014, the Company has (i) recorded a credit to equity for the $71,050 value of the common stock and warrants, (ii) capitalized $60,000 of leasehold improvements which is included within property and equipment, net on the consolidated balance sheet as of December 31, 2014, and will be amortized over the term of the lease and (iii) recorded prepaid rent of $11,050 within prepaid expenses and other current assets on the consolidated balance sheet as of December 31, 2014, which will be expensed following the fifth month of the lease. | |
Rent expense amounted to $20,380 and $99,175 for the years ended December 31, 2014 and 2013, respectively. Rent expense is reflected in general and administrative expenses in the consolidated statements of operations. | |
Litigations, Claims and Assessments | |
In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. | |
In November 2013, an action was commenced against the Company in the Circuit Court of Palm Beach County, Florida by an alleged former consultant. The action is associated with an alleged $5,000 loan made in 2009 and an alleged consulting/employment agreement entered into with the Company effective in 2009. Pursuant to the action, the plaintiff is seeking to recover an unspecified amount of damages but at least approximately $193,000 of cash (or alternatively $52,000 per year from September 2009) as well as the repayment of the alleged loan with interest, reimbursement for certain out-of-pocket fees and expenses, two weeks vacation pay per year, and the issuance of 80,000 shares of the Company’s common stock or warrants for the purchase of 80,000 shares of the Company’s common stock (or alternatively the market value of such securities). A trial of the action is scheduled to commence in June 2015. On March 13, 2015, the Company filed with the court a settlement offer in an amount which has been accrued. | |
The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements. | |
Research Agreements | |
Effective June 15, 2012, the Company entered into an assignment agreement (the “Assignment Agreement”) with the research foundation of a state university (the “Foundation”), whereby the Foundation assigned all of its right, title and interest in specified patents to the Company in exchange for a cash payment of $15,000. The Company also agreed to pay the Foundation a 5% royalty on Patent Revenue (as defined in the Assignment Agreement) over a 20 year period commencing on June 15, 2012. Through December 31, 2014, no royalties have been earned. | |
Effective June 15, 2012, the Company entered into a research agreement (the “Research Agreement”) with the same state university (the “University”). The Research Agreement has a term of three years. Pursuant to the Research Agreement, the University agreed to perform certain research services to be used by the Company. Pursuant to the Research Agreement, the Company agreed to pay the University a fee of $500,000 for each twelve month period of the agreement, payable monthly. In addition, the Company agreed to pay to the University a 5% royalty, over a 20 year period commencing on June 15, 2012, on the net sales of all products and/or methods directly arising from inventions and improvements conceived or reduced to practice by the University in the course of performing research during the term of the Research Agreement. The Research Agreement can be cancelled without penalty upon (a) the second anniversary of the Research Agreement if eventual FDA approval does not appear likely or (b) other conditions specified in the Research Agreement. Through December 31, 2014, no royalties have been earned. | |
On May 9, 2014, the Company entered into an amendment to the Research Agreement. Pursuant to the amendment, the parties agreed that (i) no fees are payable by the Company to the University pursuant to the Research Agreement for the first five monthly payments in 2014 ($208,335 of fees in total were cancelled, of which, $104,168 was accrued for as of March 31, 2014), (ii) effective with the payment due on June 15, 2014, the monthly fee payable by the Company to the University pursuant to the Research Agreement will be reduced from $41,667 to $20,000 and (iii) the scope of the work to be performed by the University pursuant to the Research Agreement was reduced. The Research Agreement, as amended, is scheduled to expire on June 14, 2015. Concurrent with the execution of the amendment, the Company paid $323,336 to the University, representing the balance due of all fees payable by the Company to date pursuant to the Research Agreement. As a result of the above, the Company recorded an immediate gain on settlement in the amount of $166,668. | |
During the years ended December 31, 2014 and 2013, the Company recorded research and development expense of approximately $264,000 and $500,000, respectively in connection with the Research Agreement. As of December 31, 2014 and 2013, the Company had accrued approximately $43,000 and $353,000, respectively, in connection with the Research Agreement, which is included in accounts payable and accrued expenses and other current liabilities in the consolidated balance sheets. | |
Consulting Agreements | |
Marketing Consulting Services | |
On June 27, 2014, a February 17, 2011 agreement for marketing consulting services that had expired on December 31, 2013 was further amended. Pursuant to the amendment, the agreement was reinstated effective as of April 1, 2014 and provided for an expiration date of December 31, 2014 (the “New Marketing Consulting Term”). In consideration of services rendered during the New Marketing Consulting Term and the settlement of the Company’s obligation to pay $65,000 in cash to the consultant, the Company issued to a designee of the consultant 500,000 shares of common stock and issued to the consultant an immediately vested five-year warrant to purchase 250,000 shares of common stock at an exercise price of $1.00 per share. The common stock and warrant had grant date values of $110,000 and $37,500, respectively, which were recognized immediately. During the years ended December 31, 2014 and 2013, the Company recorded consulting expense of $82,500 and $120,000, respectively, related to the marketing consulting agreement. | |
Consulting Services | |
On February 20, 2014, the Company executed a two-year consulting agreement with the Physiatrist-In-Chief Emeritus for the Hospital for Special Surgery in New York City to become the Company’s Chief Medical Advisor for Spine Medicine pursuant to which he oversees the clinical aspects of the brtxDISC™ Program. The agreement may be terminated earlier or extended, as provided for in the agreement. Pursuant to the agreement, the consultant is entitled to receive $10,000 per month, escalating to $20,000 per month upon the FDA approval of the Company’s Investigational New Drug or Investigational Device Exemption application with respect to its brtxDISC™ Program. In addition, the Company granted the consultant a five-year option to purchase 300,000 shares of common stock at an exercise price of $0.65 per share, pursuant to the Plan. The option vests ratably over three years on the grant date anniversaries and the grant date value of $67,830 will be recognized proportionate to the vesting period. On October 8, 2014, the consulting agreement between the Company and its Chief Medical Advisor for Spine Medicine was amended such that the consultant will be entitled to receive $15,000 per month (and eliminated the possible increase to $20,000 per month). In connection with the amendment, the consultant was issued a five-year option to purchase 500,000 shares of the Company’s common stock at an exercise price of $0.32 per share. The option vests ratably over three years on the grant date anniversaries and the grant date value of $124,200 will be recognized proportionate to the vesting period. | |
On March 12, 2014, as additional compensation for consulting services rendered, the Company granted to a consultant an immediately vested, five-year warrant to purchase 100,000 shares of common stock at an exercise price of $0.53 per share. In addition, warrants to purchase an aggregate of 280,000 shares of common stock had their exercise prices reduced to $0.53 per share from $1.50 per share and such warrants, as well as a warrant to purchase 20,000 shares of common stock, had their term extended to March 12, 2019. The grant date value of the issued warrant of $23,270 along with the incremental value related to the modification of the outstanding warrants of $30,096 was recognized during the year ended December 31, 2014 as stock-based compensation expense, which is reflected as consulting expense in the consolidated statements of operations. | |
On July 23, 2014, the Company entered into a one-year agreement with a consultant to market research and development arrangements and other business transactions to potential strategic partners and other alliance candidates. In exchange for services provided by the consultant during the term, the Company agreed to issue 30,000 shares of common stock of the Company for each complete month during the term. During the year ended December 31, 2014, the Company issued to the consultant an aggregate 150,000 shares of common stock and the aggregate grant date value of $33,000 was recognized immediately. | |
On October 7, 2014, the Company entered into an agreement with a consultant for services regarding the search for a President for the Company’s Disc/Spine Division. The consultant was entitled to an initial retainer fee of $15,000, payable in shares of the Company’s common stock, and a second retainer fee of $10,000 to be paid in cash. A final fee will be invoiced upon a selected candidate’s acceptance of BRT’s offer and commencement of employment equal to 28% of the candidate’s first year base salary less the initial $25,000 retainer fee. Pursuant to the agreement, the Company issued 48,388 shares of common stock related to the initial retainer to the consultant and the $15,000 grant date value was reflected as consulting expense in the consolidated statements of operations. See Note 11 – Subsequent Events for additional details. | |
Business Advisory Services | |
On June 27, 2014, a February 17, 2011 agreement for business advisory services that had expired on December 31, 2013 was further amended. Pursuant to the amendment, the agreement was reinstated effective as of April 1, 2014 and provided for an expiration date of December 31, 2014 (the “New Business Advisory Term”). In consideration of services rendered during the New Business Advisory Term, the Company agreed to pay a cash fee of $16,667 per month and the Company granted an immediately vested five-year warrant to purchase 250,000 shares of common stock at an exercise price of $1.00 per share. The warrant had a grant date value of $37,500 which was recognized immediately. On August 27, 2014, the Company and the consultant entered into an agreement pursuant to which the consultant waived the Company’s obligation to pay $75,000 of accrued cash compensation to the consultant, in exchange for 300,000 shares of the Company’s common stock. On December 19, 2014, the agreement was further amended such that the term of the agreement was extended an additional six months until June 30, 2015. During the additional six-month period, the Company agreed to pay a cash fee of $15,000 per month and the Company granted an immediately vested five-year warrant to purchase 100,000 shares of common stock at an exercise price of $0.50 per share. The warrant had a grant date value of $17,000 which was recognized immediately. During the years ended December 31, 2014 and 2013, the Company recorded cash consulting fee expense of $150,000 and $120,000, respectively, related to the business advisory agreement. | |
Scientific Advisory Services | |
On March 27, 2013, the Company granted a ten-year option to a member of its Scientific Advisory Board to purchase 60,000 shares of common stock at an exercise price of $1.50 per share, pursuant to the Plan. The shares vest as follows: (i) 30,000 shares immediately and (ii) 30,000 shares on the first anniversary of the grant date. The grant date value of $45,900 was recognized half immediately and half proportionate to the vesting period. | |
On June 10, 2013, the Company granted a five-year option to a member of its Scientific Advisory Board to purchase 5,000 shares of immediately-vested common stock at an exercise price of $1.00 per share, pursuant to the Plan. The grant date value of $2,056 was recognized immediately. | |
On July 2, 2013, the Company granted a ten-year option to a member of its Scientific Advisory Board to purchase 100,000 shares of common stock at an exercise price of $1.00 per share, pursuant to the Plan. The shares vest as follows: (i) 50,000 shares immediately and (ii) 50,000 shares on the first anniversary of the grant date. The grant date value of $47,960 was recognized half immediately and half proportionate to the vesting period. | |
On March 14, 2014, the Company executed an agreement, which will continue until terminated by either party, appointing a new Scientific Advisory Board member. Pursuant to the agreement, the Company immediately granted the new advisor a five-year option to purchase 25,000 shares of common stock at an exercise price of $0.50 per share, pursuant to the Plan. The option vests as follows: (i) 12,500 shares immediately and (ii) 12,500 shares on the first anniversary of the grant date. In addition, on each annual anniversary date of the agreement, the advisor is entitled to a new five-year option to purchase 5,000 shares of the Company’s common stock at an exercise price equal to the then fair market value of the common stock. The option grant date value of $5,860 will be recognized proportionate to the vesting period. | |
On June 27, 2014, an August 16, 2012 agreement for scientific advisory services was further extended to August 16, 2016 such that the consultant will continue to serve as Chairman of the Company’s Scientific Advisory Board, will earn $10,000 per month and will be entitled to specified expense reimbursements. In addition, the Company granted a ten-year option to purchase 300,000 shares of common stock at an exercise price of $0.285 per share, pursuant to the Plan. The option vests as follows: (i) 150,000 shares on August 16, 2015 and (ii) 150,000 shares on August 16, 2016. The option grant date value of $81,000 will be recognized proportionate to the vesting period. | |
Other | |
On March 20, 2013, the Company granted an immediately vested, three-year warrant to purchase 10,000 shares of common stock at an exercise price of $1.50 per share to a consultant. The grant date value of $6,600 was recognized immediately. | |
On March 22, 2013, the Company granted an immediately vested, five-year warrant to purchase 100,000 shares of common stock at an exercise price of $4.00 per share as consideration for legal services. The grant date value of $59,000 was recognized immediately. | |
On December 23, 2013, the Company granted immediately vested, five-year warrants to purchase an aggregate of 100,000 shares of common stock at an exercise price of $2.00 per share to consultants. The aggregate grant date value of $16,770 was recognized immediately. | |
On July 22, 2014, the Company granted a consultant an immediately vested five-year warrant to purchase 10,000 shares of common stock at an exercise price of $0.75 per share. The aggregate grant date value of $1,500 was recognized immediately. | |
In addition to the issuances discussed elsewhere in this filing, during the years ended December 31, 2014 and 2013, an aggregate of 474,373 and 129,537 shares of immediately vested common stock valued at $159,837 and $77,555, respectively, were issued to consultants for various services rendered to the Company. | |
Employment Agreements | |
Chief Executive Officer | |
Effective December 2013, the Company and its Chief Executive Officer (“CEO”) agreed that the CEO’s 2013 salary would be reduced from $600,000 to $360,000 and that his 2013 bonus of $300,000 and his 2013 vacation pay of $25,000 would be waived. As a result, the Company imputed the value of the services contributed and recorded salary expense of $565,000 for the year ended December 31, 2013 with a corresponding credit to stockholders’ deficiency. | |
During the year ended December 31, 2014, the Company and its CEO approved amendments to the employment agreement between the Company and the CEO, dated October 4, 2010, as amended, providing for (a) a reduction of the CEO’s annual salary from $600,000 to $450,000, effective October 1, 2014, and (b) a reduction of the CEO’s annual salary from $450,000 to $400,000, effective January 1, 2015. During the years ended December 31, 2014 and 2013, the Company recorded $450,000 and $600,000, respectively, in operating expenses with regard to the CEO’s base salary. | |
As of December 31, 2014 and 2013, the accrued and unpaid compensation (salary, bonus, tax liability, car allowance and vacation pay) for the CEO was $574,278 and $542,535, respectively, and was included in accrued expenses and other current liabilities in the consolidated balance sheets. See Note 11– Subsequent Events for additional details. | |
Other | |
In addition to the Company’s employment agreement with its CEO, as of December 31, 2014, two employees have “at-will” employment agreements with the Company that currently provide for aggregate cash severance payments of $175,000, payable over twelve months, upon involuntary termination. See Note 11– Subsequent Events for additional details. | |
Board of Directors | |
On June 27, 2014, a director of the Company resigned due to other business commitments. In consideration of director services performed to date, the Company agreed to pay an aggregate of $80,000 (of which, $50,000 was previously earned and accrued for), payable as follows: (i) $30,000 immediately and (ii) the $50,000 balance in six equal monthly installments commencing on July 31, 2014. In addition, all outstanding options held by the director which were not exercisable as of the date of resignation became exercisable on the earlier of (i) the date on which such options were scheduled to become exercisable or (ii) December 31, 2014, and all outstanding options shall remain exercisable until their respective expiration dates notwithstanding the director’s resignation. As a result of the modification of the options, the Company recorded incremental stock-based compensation expense of $96,250. | |
On June 27, 2014, the Company elected two new directors. Concurrent with the election, the Company granted the new directors ten-year options to purchase an aggregate of 600,000 shares of common stock at an exercise price of $0.285 per share, pursuant to the Plan. The options vest as follows: (i) an aggregate of 200,000 shares on the date of grant; (ii) an aggregate of 200,000 shares on the first anniversary of the date of grant; and (iii) an aggregate of 200,000 shares on the second anniversary of the date of grant. The options have an aggregate grant date value of $144,000 which will be recognized proportionate to the vesting period. | |
As of December 31, 2014 and 2013, $105,000 and $130,000 of director cash compensation, respectively, was outstanding and included in accrued expenses and other current liabilities in the consolidated balance sheets. | |
Related Party Agreement | |
Effective October 1, 2014, the Company entered into a three-month agreement with an affiliate of one of its directors for consulting services related to the Company’s brtxDISC™ Program and ThermoStem® Program. Pursuant to the agreement, the affiliate of the director was entitled to a cash fee of $10,000 per month and an amount of common stock having a fair market value of $5,000 as of the last day of each month during the term. On December 19, 2014, the agreement was amended such that the term of the agreement was extended until March 31, 2015. During the year ended December 31, 2014, the Company issued 36,786 shares of common stock pursuant to the agreement with a grant date fair value of $15,000. | |
Stockholders_Deficiency
Stockholders' Deficiency | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||
Stockholders' Deficiency | Note 10 – Stockholders’ Deficiency | ||||||||||||||
Authorized Capital | |||||||||||||||
As of December 31, 2014, the Company was authorized to issue 100,000,000 shares of common stock, $0.001 par value, and 1,000,000 shares of preferred stock, $0.01 par value. The holders of the Company’s common stock are entitled to one vote per share. Subject to the rights of holders of preferred stock, if any, the holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of legally available funds. Subject to the rights of holders of preferred stock, if any, upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to share ratably in all assets of the Company that are legally available for distribution. | |||||||||||||||
On December 19, 2014, effective January 1, 2015, the Company’s shareholders approved the reincorporation of the Company from the State of Nevada to the State of Delaware and in connection therewith (i) approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of common stock authorized to be issued by the Company from 100,000,000 to 200,000,000; and (ii) approved an amendment to the Company’s Articles of Incorporation to increase the number of shares of preferred stock authorized to be issued by the Company from 1,000,000 to 5,000,000. | |||||||||||||||
2010 Equity Participation Plan | |||||||||||||||
On February 18, 2014 and October 23, 2014, the Board of Directors of the Company approved successive increases in the number of shares of common stock authorized to be issued pursuant to the Plan from 6,000,000 to 12,000,000 and then to 20,000,000. On December 19, 2014, the Company’s shareholders approved an increase in the number of shares of common stock authorized to be issued pursuant to the Plan to 20,000,000. | |||||||||||||||
Common Stock and Warrant Offerings | |||||||||||||||
During the year ended December 31, 2013, the Company issued an aggregate of 840,589 shares of common stock at prices ranging from $0.85 to $1.50 per share to investors for aggregate gross proceeds of $905,000. In connection with the purchases, the Company issued five-year warrants to purchase an aggregate of 403,590 shares of common stock at exercise prices ranging from $1.50 to $4.00 per share of common stock. The warrants had an aggregate grant date value of $224,313. | |||||||||||||||
During the year ended December 31, 2014, the Company issued an aggregate of 8,671,983 shares of common stock at prices ranging from $0.25 to $0.45 per share to investors for aggregate gross proceeds of $2,605,000. In connection with the purchases, the Company issued warrants to purchase an aggregate of 2,330,693 shares of common stock at exercise prices ranging from $0.30 to $0.75 per share of common stock. The warrants have terms ranging from two to five years. The warrants had an aggregate grant date value of $389,608. | |||||||||||||||
See Note 7 – Notes Payable for details associated with common stock issued in conjunction with the extension and exchange of notes payable and related accrued interest. | |||||||||||||||
See Note 9 – Commitments and Contingencies – Consulting Agreements for details associated with common stock issued in conjunction with consulting agreements. | |||||||||||||||
Warrant and Option Valuation | |||||||||||||||
The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. Option forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual option forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The Company estimated forfeitures related to option grants at an annual rate ranging from 0% to 5% for options granted during the years ended December 31, 2014 and 2013. The expected term used for warrants and options issued to non-employees is the contractual life and the expected term used for options issued to employees and directors is the estimated period of time that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” employee option grants. Since the Company’s stock has not been publicly traded for a sufficiently long period of time, the Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. | |||||||||||||||
Warrant Exercise and Reload Program | |||||||||||||||
On November 27, 2013, the Company initiated a limited time program (the “Warrant Exercise and Reload Program”) which, at the election of any warrant holder, would permit them to immediately exercise their outstanding exercisable warrants at an exercise price of $0.30 per share. In connection with the exercise of the warrant, in addition to having received the number of shares pursuant to such exercise, each holder received a new warrant for the same number of shares purchased with an exercise price of $0.75 per share and an expiration date two years from the date of grant. The terms of the newly issued warrant permit the Company to redeem the new warrant for a total of $1.00 if the common stock of the Company trades above $1.25 for five consecutive trading days. Under the Warrant Exercise and Reload Program, warrants to purchase an aggregate of 376,667 and 1,686,029 shares of common stock were exercised during the years ended December 31, 2014 and 2013, respectively, for aggregate gross proceeds of $113,000 and $505,809, respectively. The Company recognized a warrant modification charge of $50,035 and $214,912 during the years ended December 31, 2014 and 2013, respectively, which represents the incremental value of the modified warrant and new warrant combined, as compared to the original warrant value, all valued as of the respective modification dates. | |||||||||||||||
Stock Warrants | |||||||||||||||
In applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions: | |||||||||||||||
For The Year Ended | |||||||||||||||
December 31, | |||||||||||||||
2014 | 2013 | ||||||||||||||
Risk free interest rate | 0.39% - 2.20 | % | 0.34% - 1.68 | % | |||||||||||
Expected term (years) | 1.96 - 5.00 | 3.00 - 5.00 | |||||||||||||
Expected volatility | 116% - 122 | % | 132% - 135 | % | |||||||||||
Expected dividends | 0 | % | 0 | % | |||||||||||
The weighted average estimated fair value of the warrants granted during the years ended December 31, 2014 and 2013 was approximately $0.17 and $0.36 per share, respectively. | |||||||||||||||
See Note 7 – Notes Payable for details associated with the issuance of warrants in connection with note issuances and the exchange of notes payable. See Note 9 – Commitments and Contingencies – Consulting Agreements for details associated with the issuance of warrants as compensation. See Note 10 – Stockholders’ Deficiency – Common Stock and Warrant Offerings for details associated with the issuance of warrants in connection with common stock and warrant offerings. | |||||||||||||||
The Company recorded stock–based compensation expense of $185,266 and $26,777 during the years ended December 31, 2014 and 2013, respectively, related to stock warrants issued as compensation, which is reflected as consulting expense in the consolidated statements of operations. As of December 31, 2014, there was no unrecognized stock-based compensation expense related to stock warrants. | |||||||||||||||
A summary of the warrant activity during the years ended December 31, 2014 and 2013 is presented below: | |||||||||||||||
Weighted | |||||||||||||||
Weighted | Average | ||||||||||||||
Average | Remaining | Aggregate | |||||||||||||
Number of | Exercise | Life | Intrinsic | ||||||||||||
Warrants | Price | In Years | Value | ||||||||||||
Outstanding, December 31, 2012 | 3,334,800 | $ | 1.69 | ||||||||||||
Granted | 3,147,119 | 1.56 | |||||||||||||
Exercised | -1,686,029 | 0.3 | [1] | ||||||||||||
Forfeited | - | - | |||||||||||||
Outstanding, December 31, 2013 | 4,795,890 | $ | 1.39 | ||||||||||||
Granted | 3,849,460 | 0.7 | |||||||||||||
Exercised | -376,667 | 0.3 | [1] | ||||||||||||
Forfeited | -20,000 | 0.5 | |||||||||||||
Outstanding, December 31, 2014 | 8,248,683 | $ | 0.9 | 3.2 | $ | - | |||||||||
Exercisable, December 31, 2014 | 7,548,683 | $ | 0.84 | 3.3 | $ | - | |||||||||
[1] | During the year ended December 31, 2013, warrants to purchase an aggregate of 1,686,029 shares of common stock, with original exercise prices ranging from $1.50 to $4.00 per share, had their exercise prices reduced to $0.30 per share pursuant to the Warrant Exercise and Reload Program. During the year ended December 31, 2014, warrants to purchase an aggregate of 376,667 shares of common stock, with original exercise prices ranging from $1.50 to $4.00 per share, had their exercise prices reduced to $0.30 per share pursuant to the Warrant Exercise and Reload Program. | ||||||||||||||
The following table presents information related to stock warrants at December 31, 2014: | |||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||
Weighted | |||||||||||||||
Average | Exercisable | ||||||||||||||
Exercise | Number of | Remaining Life | Number of | ||||||||||||
Price | Warrants | In Years | Warrants | ||||||||||||
$ | 0.3 | 650,000 | 4.4 | 650,000 | |||||||||||
0.4 | 200,000 | 4.9 | 200,000 | ||||||||||||
0.5 | 502,100 | 4.8 | 502,100 | ||||||||||||
0.53 | 380,000 | 3.4 | 380,000 | ||||||||||||
0.58 | 50,000 | 4.8 | 50,000 | ||||||||||||
0.75 | 4,043,389 | 2.8 | 4,043,389 | ||||||||||||
0.94 | 50,000 | 4.8 | 50,000 | ||||||||||||
1 | 550,000 | 4.4 | 550,000 | ||||||||||||
1.5 | 862,800 | 2.5 | 862,800 | ||||||||||||
1.75 | 20,000 | 2.3 | 20,000 | ||||||||||||
2 | 123,530 | 3.9 | 123,530 | ||||||||||||
2.5 | 20,000 | 2.6 | 20,000 | ||||||||||||
3 | 36,864 | 3.3 | 36,864 | ||||||||||||
4 | 60,000 | 2.8 | 60,000 | ||||||||||||
Variable | [1] | 700,000 | - | - | |||||||||||
8,248,683 | 3.3 | 7,548,683 | |||||||||||||
[1] | Warrants to purchase 700,000 shares of common stock have an exercise price which is the greater of $1.50 per share or the fair market value of the common stock on the date certain performance criteria are met. Exercisability of warrants is subject to satisfaction of certain performance criteria which did not occur during the year ended December 31, 2014. | ||||||||||||||
Stock Options | |||||||||||||||
In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: | |||||||||||||||
For the Year Ended | |||||||||||||||
December 31, | |||||||||||||||
2014 | 2013 | ||||||||||||||
Risk free interest rate | 1.50% - 2.54 | % | 1.13% - 2.66 | % | |||||||||||
Expected term (years) | 5.00 - 10.00 | 5.00 - 10.00 | |||||||||||||
Expected volatility | 116% - 122 | % | 132% - 135 | % | |||||||||||
Expected dividends | 0 | % | 0 | % | |||||||||||
The weighted average estimated fair value of the stock options granted during the years ended December 31, 2014 and 2013 was approximately $0.27 and $0.26 per share, respectively. | |||||||||||||||
See Note 9 – Commitments and Contingencies for details associated with certain grants of options as compensation to employees, directors and consultants. | |||||||||||||||
On October 4, 2013, the Company granted ten-year options to employees, directors, and an advisor to purchase an aggregate of 980,000 shares of common stock at an exercise price of $0.60 per share, pursuant to the Plan. The shares vest as follows: (i) 490,000 shares immediately and (ii) 490,000 shares on the first anniversary of the grant date. The grant date value of $199,921 was recognized proportionate to the vesting period. | |||||||||||||||
Between February 18, 2014 and March 12, 2014, the Company granted ten-year options to employees and directors to purchase an aggregate of 2,415,000 shares of common stock at exercise prices ranging from $0.53 to $0.65 per share, pursuant to the Plan. The shares vest as follows: (i) 831,669 shares immediately and (ii) 1,589,331 shares ratably over two years on the grant date anniversaries. The aggregate grant date value of $566,483 will be recognized proportionate to the vesting period. | |||||||||||||||
On June 16, 2014, the Company granted a five-year option to a consultant to purchase 60,000 shares of common stock at an exercise price of $0.39 per share, pursuant to the Plan. The shares vest ratably over three months on the grant date anniversaries. The grant date value of $18,600 was recognized proportionate to the vesting period. | |||||||||||||||
On September 24, 2014, the Company granted a five-year option to a consultant to purchase 75,000 shares of common stock at an exercise price of $0.33 per share, pursuant to the Plan. The shares vest ratably over three months on the grant date anniversaries. The grant date value of $20,100 was recognized proportionate to the vesting period. | |||||||||||||||
On October 23, 2014, the Company granted ten-year options to employees and directors to purchase an aggregate of 5,950,000 shares of common stock at an exercise price of $0.33 per share, pursuant to the Plan. The shares vest ratably over three years on the grant date anniversaries. The grant date value of $1,710,400 will be recognized proportionate to the vesting period. | |||||||||||||||
On October 27, 2014, the Company granted a ten-year option to an advisor to purchase 250,000 shares of common stock at an exercise price of $0.34 per share, pursuant to the Plan. The shares vest ratably over three years on the grant date anniversaries. The grant date value of $78,500 will be recognized proportionate to the vesting period. | |||||||||||||||
On November 17, 2014, the Company granted a ten-year option to an employee to purchase 100,000 shares of common stock at an exercise price of $0.33 per share, pursuant to the Plan. The shares vest ratably over three years on the grant date anniversaries. The grant date value of $31,600 will be recognized proportionate to the vesting period. | |||||||||||||||
The following table presents information related to stock option expense: | |||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
For the Year Ended | Unrecognized at | Amortization | |||||||||||||
December 31, | December 31, | Period | |||||||||||||
2014 | 2013 | 2014 | (Years) | ||||||||||||
Consulting | $ | 365,825 | $ | 160,894 | $ | 654,956 | 2.6 | ||||||||
Research and development | 328,740 | 251,758 | 712,551 | [1] | 2.5 | ||||||||||
General and administrative | 179,628 | 235,163 | 961,378 | 2.6 | |||||||||||
$ | 874,193 | $ | 647,815 | $ | 2,328,885 | 2.6 | |||||||||
[1] | Includes $448,189 of expense that is subject to non-employee mark-to-market adjustments. | ||||||||||||||
As of December 31, 2014, there was $2,328,885 of unrecognized compensation expense which will be amortized over the weighted average remaining vesting period of 2.6 years. | |||||||||||||||
A summary of the option activity during the years ended December 31, 2014 and 2013 is presented below: | |||||||||||||||
Weighted | |||||||||||||||
Weighted | Average | ||||||||||||||
Average | Remaining | Aggregate | |||||||||||||
Number of | Exercise | Life | Intrinsic | ||||||||||||
Options | Price | In Years | Value | ||||||||||||
Outstanding, December 31, 2012 | 4,018,000 | $ | 1.12 | ||||||||||||
Granted | 1,145,000 | 0.68 | |||||||||||||
Exercised | - | - | |||||||||||||
Forfeited | -120,000 | 0.5 | |||||||||||||
Outstanding, December 31, 2013 | 5,043,000 | $ | 1.03 | ||||||||||||
Granted | 10,575,000 | 0.41 | |||||||||||||
Exercised | - | - | |||||||||||||
Forfeited | -34,000 | 1.31 | |||||||||||||
Outstanding, December 31, 2014 | 15,584,000 | $ | 0.61 | 8.5 | $ | 979,600 | |||||||||
Exercisable, December 31, 2014 | 6,371,502 | $ | 0.91 | 7.6 | $ | 45,600 | |||||||||
The following table presents information related to stock options at December 31, 2014: | |||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||
Weighted | |||||||||||||||
Outstanding | Average | Exercisable | |||||||||||||
Exercise | Number of | Remaining Life | Number of | ||||||||||||
Price | Options | In Years | Options | ||||||||||||
$ | 0.285 | 900,000 | 9.5 | 200,000 | |||||||||||
0.32 | 500,000 | - | - | ||||||||||||
0.33 | 6,125,000 | 4.7 | 75,000 | ||||||||||||
0.34 | 250,000 | - | - | ||||||||||||
0.39 | 60,000 | 4.5 | 60,000 | ||||||||||||
0.5 | 345,000 | 4.9 | 332,500 | ||||||||||||
0.53 | 40,000 | 9.2 | 40,000 | ||||||||||||
0.6 | 980,000 | 8.8 | 980,000 | ||||||||||||
0.65 | 2,675,000 | 9.1 | 1,125,002 | ||||||||||||
1 | 131,000 | 8 | 131,000 | ||||||||||||
1.05 | 2,270,000 | 7.1 | 2,270,000 | ||||||||||||
1.1 | 5,000 | 2.4 | 5,000 | ||||||||||||
1.2 | 10,000 | 1.4 | 10,000 | ||||||||||||
1.25 | 43,000 | 1.9 | 43,000 | ||||||||||||
1.4 | 350,000 | 4.5 | 200,000 | ||||||||||||
1.5 | 900,000 | 7.9 | 900,000 | ||||||||||||
15,584,000 | 7.6 | 6,371,502 | |||||||||||||
Compensatory Common Stock Issuances | |||||||||||||||
See Note 9 – Commitments and Contingencies for details associated with certain issuances of common stock as compensation to employees, directors and consultants. | |||||||||||||||
On October 4, 2013, the Company issued 50,000 shares of immediately vested common stock to its legal counsel. The $12,500 grant date fair value was recognized immediately. | |||||||||||||||
Between June 27, 2014 and December 31, 2014, the Company issued 150,000 shares of immediately vested common stock to its legal counsel. The $33,000 grant date fair value was recognized immediately. | |||||||||||||||
The following table presents information related to compensatory common stock issuances expense during the years ended December 31, 2014 and 2013: | |||||||||||||||
For the Year Ended | Unrecognized at | ||||||||||||||
December 31, | December 31, | ||||||||||||||
2014 | 2013 | 2014 | |||||||||||||
Consulting | $ | 276,500 | $ | 111,351 | $ | - | |||||||||
Research and development | 24,337 | 26,704 | - | ||||||||||||
$ | 300,837 | $ | 138,055 | $ | - | ||||||||||
A summary of compensatory common stock issuances activity during the years ended December 31, 2014 and 2013 is presented below: | |||||||||||||||
Weighted | |||||||||||||||
Average | Total | ||||||||||||||
Number of | Issuance Date | Issuance Date | |||||||||||||
Shares | Fair Value | Fair Value | |||||||||||||
Non-vested, December 31, 2012 | - | $ | - | $ | - | ||||||||||
Granted | 239,537 | 0.58 | 138,055 | ||||||||||||
Vested | -239,537 | 0.58 | -138,055 | ||||||||||||
Forfeited | - | - | - | ||||||||||||
Non-vested, December 31, 2013 | - | $ | - | $ | - | ||||||||||
Granted | 1,943,747 | 0.26 | 511,886 | ||||||||||||
Vested | -1,943,747 | -0.26 | -511,886 | ||||||||||||
Forfeited | - | - | - | ||||||||||||
Non-vested, December 31, 2014 | - | $ | - | $ | - | ||||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 - Subsequent Events |
Research and Development Agreements; Bermuda Lender | |
Subsequent to December 31, 2014, the Company received the third and fourth payments of four quarterly payments in the aggregate amount of $177,234 pursuant to the research and development agreement with a U.S. pharmaceutical company discussed in Note 3 – Summary of Significant Accounting Policies – Revenue Recognition – Research and Development Agreements. This payment triggered the mandatory principal prepayment of $177,237 of the note payable that was issued to the Bermuda Lender on May 8, 2014. As of the filing date of this report, $266,297 of mandatory prepayments to the Bermuda Lender related to the research agreement were unpaid. | |
Subsequent to December 31, 2014, the Company received payment in the amount of $50,000 pursuant to the research and development agreement with a Japanese pharmaceutical company discussed in Note 3 – Summary of Significant Accounting Policies – Revenue Recognition – Research and Development Agreements. As of the filing date of this report, a $50,000 mandatory prepayment to the Bermuda Lender related to the research and development agreement was unpaid. | |
Short Term Advances | |
Subsequent to December 31, 2014, the Company received an aggregate of $60,055 in non-interest bearing advances from an officer and made aggregate repayments of $60,055. | |
Notes Payable | |
Subsequent to December 31, 2014, the Company issued a convertible note with a principal amount of $30,000 which bears interest at a rate of 12% annum payable upon maturity. The convertible note, is convertible into shares of the Company’s common stock at the election of the Company during the period beginning five days prior to maturity and ending on the day immediately prior to maturity at the greater of (a) 55% of the fair value of the Company’s stock or (b) $0.10 per share. | |
Subsequent to December 31, 2014, the Company elected to convert a convertible note with a principal balance of $50,000 and accrued interest of $5,984 into 222,245 shares of common stock at a conversion price of $0.25 per share. | |
Notes payable, non-current portion represents notes payable that were either exchanged for equity or whose maturities were extended past December 31, 2015 after the balance sheet date but before the consolidated financial statements were issued. Accrued interest, non-current portion represents the accrued interest that, after the balance sheet date but before the consolidated financial statements were issued, was either exchanged for equity or converted into the principal amount of a note payable classified as non-current. | |
Employment Agreements | |
On February 9, 2015, the Company hired a President for its Disc/Spine Division. As compensation the Company granted to the President of its Disc/Spine Division a ten-year option to purchase 500,000 shares of common stock at an exercise price of $0.46 per share, pursuant to the Plan. The shares vest annually over three years on the grant date anniversaries. | |
On March 9, 2015, the Company and the CEO agreed to extend the term of his employment agreement to December 31, 2017. Pursuant to the employment agreement, the CEO is entitled to receive a salary of $400,000 per annum. The CEO is entitled to receive an annual bonus for 2015 equal to 50% of his annual base salary and an annual bonus for the years 2016 and 2017 equal to 50% of his annual base salary in the event certain performance goals, as determined by the Company’s Compensation Committee, are satisfied. Pursuant to the employment agreement, in the event that the CEO’s employment is terminated by the Company without “cause”, or the CEO terminates his employment for “good reason” (each as defined in the employment agreement), the CEO would be entitled to receive severance in an amount equal to one time his then annual base salary and certain benefits, plus $100,000 (in lieu of bonus). In addition, pursuant to the employment agreement, the CEO would be entitled to receive such severance in the event that the term of his employment agreement is not extended beyond December 31, 2017 and, within three months of such expiration date, his employment is terminated by the Company without “cause” or the CEO terminates his employment for any reason. Further, in the event that the CEO’s employment is terminated by the Company without “cause”, or the CEO terminates his employment for “good reason”, following a “change in control” (as defined in the employment agreement), the CEO would be entitled to receive severance in an amount equal to one and one-half times his then annual base salary and certain benefits, plus $300,000 (in lieu of bonus). | |
On March 9, 2015, the Company agreed to amend the at will employment agreement with its Vice President of Research and Development (“VP of R&D”). Pursuant to the employment agreement, as amended, in the event that the VP of R&D’s employment with the Company is terminated without cause, the VP of R&D would currently be entitled to receive a cash severance payment of $125,000. | |
Common Stock and Warrant Offerings | |
Subsequent to December 31, 2014, the Company issued an aggregate of 2,703,333 shares of common stock at prices ranging from $0.25 to $0.30 per share to investors for aggregate gross proceeds of $801,000. In connection with the purchases, the Company issued warrants to purchase an aggregate of 850,833 shares of common stock at exercise prices ranging from $0.40 to $0.75 per share of common stock. The warrants have a term of five years. In connection with the common stock and warrant offerings, a previously outstanding warrant to purchase 80,000 shares of common stock at an exercise price of $0.75 per share had its expiration date extended from December 31, 2015 to December 31, 2016. | |
Stock-Based Compensation | |
Subsequent to December 31, 2014, the Company issued an aggregate of 270,295 shares of common stock valued at $73,528 to consultants pursuant to consulting agreements. | |
On January 23, 2015, the Company granted a five-year option to consultants to purchase an aggregate 100,000 shares of common stock at an exercise price of $0.47 per share, pursuant to the Plan. The shares vest as follows: (i) 75,000 shares vest ratably over three months on the grant date anniversaries, (ii) 12,500 shares vest immediately and (iii) 12,500 shares vest on the grant date anniversary. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ||||||||
Principles of Consolidation | Principles of Consolidation | |||||||
The consolidated financial statements of the Company include the accounts of Cayman and Stem Pearls. All significant intercompany transactions have been eliminated in the consolidation. | ||||||||
Use of Estimates | Use of Estimates | |||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at dates of the financial statements and the reported amounts of revenue and expenses during the periods. The Company’s significant estimates and assumptions include the recoverability and useful lives of long-lived assets, the fair value of the Company’s equity securities and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. | ||||||||
Concentrations and Credit Risk | Concentrations and Credit Risk | |||||||
As of December 31, 2014, 75% of the face value of the Company’s outstanding notes payable were sourced from a single entity (the “Bermuda Lender”) and the maturity dates associated with these notes range from May 7, 2015 to June 30, 2015. See Note 7 – Notes Payable for additional discussion of the Bermuda Lender. | ||||||||
Two pharmaceutical clients comprised substantially all of the Company’s revenue during the year ended December 31, 2014. See Revenue Recognition – Research and Development Agreements below. | ||||||||
Cash | Cash | |||||||
The Company maintains cash in bank accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and periodically evaluates the creditworthiness of the financial institutions and has determined the credit exposure to be negligible. | ||||||||
Inventories | Inventories | |||||||
The Company maintains finished goods inventories, consisting of Stem Pearls skincare products, which are available for sale. Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out method. | ||||||||
The Company periodically reviews for slow-moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value. During the year ended December 31, 2014, the Company recorded an inventory write-down of $15,407. | ||||||||
Property and Equipment | Property and Equipment | |||||||
Property and equipment are stated at cost, net of accumulated depreciation which is recorded commencing at the in-service date using the straight line method at rates sufficient to charge the cost of depreciable assets to operations over their estimated useful lives, which range from 3 to 5 years. Leasehold improvements are amortized over the lesser of (a) the useful life of the asset; or (b) the remaining lease term. Maintenance and repairs are charged to operations as incurred. | ||||||||
Intangible Assets | Intangible Assets | |||||||
Intangible assets are comprised of trademarks and licenses with original estimated useful lives of 10 and 17.7 years (20 year life of underlying patents which the Company is licensing, less 2.3 years elapsed since the application date of the respective patents), respectively. Once placed into service, the Company amortizes the cost of the intangible assets over their estimated useful lives on a straight line basis. | ||||||||
Impairment of Long-lived Assets | Impairment of Long-lived Assets | |||||||
The Company reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. The Company has not identified any such impairment losses. | ||||||||
Revenue Recognition | Revenue Recognition | |||||||
Research and Development Agreements | ||||||||
The Company’s policy relating to research and development agreements is to recognize research and development revenues associated with such agreements either (a) on a straight-line basis over the term of the agreement, or (b) in accordance with the milestone method of revenue recognition, depending on the nature of the contract terms, subject to potential acceleration upon achievement of contractually specified deliverables. | ||||||||
On March 19, 2014, the Company entered into a one-year agreement with a Japanese pharmaceutical company to perform specified research and development activities related to stem cells. The agreement may be terminated earlier or extended, as provided for in the agreement. Payment terms are (1) $150,000 received at commencement (straight-line method); (2) $50,000 upon achievement of a specified deliverable (milestone method); and (3) $50,000 upon achievement of the final specified deliverable (milestone method). As of December 31, 2014, the initial $150,000 payment had been received and $34,281 remained in deferred revenues on the consolidated balance sheet. On February 11, 2015, the term of the agreement was extended by three months to June 19, 2015. | ||||||||
On March 24, 2014, the Company entered into a two-year agreement with a U.S. pharmaceutical company to perform specified research and development activities related to brown fat. The agreement may be terminated earlier or extended, as provided for in the agreement. Payment terms are (1) $250,000 at commencement; (2) $356,250 payable in four equal quarterly installments, subject to acceleration upon achieving a specified deliverable; and (3) $168,750 payable in two equal bi-annual installments (all of which are being recognized pursuant to the straight-line method), subject to acceleration upon achieving a specified deliverable. As of December 31, 2014, the initial $250,000 payment and the first two quarterly payments of $89,063 related to (2) above had been received and $130,068 was recorded as deferred revenues on the consolidated balance sheet. | ||||||||
During the year ended December 31, 2014, the Company recognized revenue related to research and development agreements of $413,777. The Company did not recognize any revenue related to research and development agreements during the year ended December 31, 2013. | ||||||||
Other | ||||||||
The Company’s policy is to recognize product sales when the risk of loss and title to the product transfers to the customer, after taking into account potential returns. The Company recognizes sublicensing and royalty revenue when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) the service is completed without further obligation, (iii) the sales price to the customer is fixed or determinable, and (iv) collectability is reasonably assured. | ||||||||
For the years ended December 31, 2014 and 2013, the Company recognized revenue related to sales of Stem Pearls® skincare products of $2,219 and $1,680, respectively. | ||||||||
Income Taxes | Income Taxes | |||||||
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. | ||||||||
The Company adopted the provisions of Accounting Standards Codification (“ASC”) Topic 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. | ||||||||
Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s consolidated financial statements as of December 31, 2014 and 2013. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. | ||||||||
The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative expenses in the consolidated statements of operations. | ||||||||
Net Loss Per Common Share | Net Loss Per Common Share | |||||||
Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding, plus the impact of common shares, if dilutive, resulting from the exercise of outstanding stock options and warrants, plus the conversion of convertible notes. | ||||||||
The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Options | 15,584,000 | 5,043,000 | ||||||
Warrants | 8,248,683 | 4,795,890 | ||||||
Convertible notes | 653,885 | 1,063,380 | ||||||
Total potentially dilutive shares | 24,486,568 | 10,902,270 | ||||||
Stock-Based Compensation | Stock-Based Compensation | |||||||
The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Since the shares underlying the Company’s 2010 Equity Participation Plan (the “Plan”) were registered on May 27, 2014, the Company estimates the fair value of the awards granted under the Plan based on the market value of its freely tradable common stock as reported by the OTC Bulletin Board. The fair value of the Company’s restricted equity instruments was estimated by management based on observations of the cash sales prices of both restricted shares and freely tradable shares. Awards granted to directors are treated on the same basis as awards granted to employees. | ||||||||
Advertising | Advertising | |||||||
Advertising costs are charged to operations as incurred. For the years ended December 31, 2014 and December 31, 2013, the Company incurred advertising costs of $15,280 and $25,748, respectively. Advertising expense is reflected in marketing and promotion expenses in the consolidated statements of operations. | ||||||||
Research and Development | Research and Development | |||||||
Research and development expenses are charged to operations as incurred. For the years ended December 31, 2014 and December 31, 2013, the Company incurred research and development expenses of $1,430,614 and $1,594,054, respectively. | ||||||||
Reclassifications | Reclassifications | |||||||
Certain prior period amounts have been reclassified for comparative purposes to conform to the fiscal 2014 presentation. These reclassifications have no impact on the previously reported net loss. | ||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |||||||
The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. | ||||||||
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: | ||||||||
Level 1 — quoted prices in active markets for identical assets or liabilities | ||||||||
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable | ||||||||
Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions) | ||||||||
The carrying amounts of cash, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of our short term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of warrants, are comparable to rates of returns for instruments of similar credit risk. | ||||||||
Convertible Instruments | Convertible Instruments | |||||||
GAAP requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable GAAP. | ||||||||
When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments (the beneficial conversion feature) based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. | ||||||||
Subsequent Events | Subsequent Events | |||||||
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements, except as disclosed in Note 11. | ||||||||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | |||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition (“ASC 605”) and most industry-specific guidance throughout ASC 605. The standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial position and results of operations. | ||||||||
In June 2014, the FASB issued ASU No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation,” (“ASU 2014-10”). ASU 2014-10 removes the definition of a development stage entity from the Master Glossary of the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, ASU 2014-10 eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and stockholders’ 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. ASU 2014-10 is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company adopted ASU 2014-10 during the year ended December 31, 2014 which resulted in the removal of previously required development stage disclosures. The Company’s planned principal operations are to develop technology using cell and tissue therapy protocols, primarily involving adult stem cells, allowing patients to undergo cellular-based treatments. The Company has established a new laboratory facility and is seeking to increase its capabilities for the further development of possible cellular-based treatment protocols, stem cell-related intellectual property and research applications. The Company’s activities are subject to significant risks and uncertainties, which are detailed in Note 2 – Going Concern and Management’s Plans. | ||||||||
In June 2014, the FASB issued ASU No. 2014-12, "Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide that a Performance Target Could be Achieved after the Requisite Service Period," ("ASU 2014-12"). The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in ASC Topic No. 718, "Compensation - Stock Compensation" as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in ASU 2014-12 either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Company does not anticipate that the adoption of ASU 2014-12 will have a material impact on its consolidated financial statements. | ||||||||
In August 2014, the FASB issued ASU No. 2014-15,”Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15, which is effective for annual reporting periods ending after December 15, 2016, extends the responsibility for performing the going-concern assessment to management and contains guidance on how to perform a going-concern assessment and when going-concern disclosures would be required under U.S. GAAP. The Company elected to adopt ASU 2014-15. Management’s evaluations regarding the events and conditions that raise substantial doubt regarding the Company’s ability to continue as a going concern have been disclosed in Note 2 – Going Concern and Management’s Plans. | ||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ||||||||
Schedule of Weighted Average Number of Shares | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Options | 15,584,000 | 5,043,000 | ||||||
Warrants | 8,248,683 | 4,795,890 | ||||||
Convertible notes | 653,885 | 1,063,380 | ||||||
Total potentially dilutive shares | 24,486,568 | 10,902,270 | ||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Property and equipment include the following: | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Office equipment | $ | 8,466 | $ | 7,670 | ||||
Medical equipment | 359,248 | 129,461 | ||||||
Furniture and fixtures | 113,874 | 19,322 | ||||||
Computer software and equipment | 66,458 | 20,169 | ||||||
Leasehold Improvements | 103,582 | - | ||||||
651,628 | 176,622 | |||||||
Less: accumulated depreciation | -157,772 | -141,054 | ||||||
Property and equipment, net | $ | 493,856 | $ | 35,568 | ||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Disclosure Intangible Assets [Abstract] | ||||||||||||||
Schedule Of Intangible Assets By Major Class | Intangible assets consist of the following: | |||||||||||||
Patents and | Accumulated | |||||||||||||
Trademarks | Licenses | Amortization | Total | |||||||||||
Balance as of January 1, 2013 | $ | 3,676 | $ | 1,226,500 | $ | -52,819 | $ | 1,177,357 | ||||||
Amortization expense | - | - | -69,812 | -69,812 | ||||||||||
Balance as of December 31, 2013 | $ | 3,676 | $ | 1,226,500 | $ | -122,631 | $ | 1,107,545 | ||||||
Amortization expense | - | - | -69,813 | -69,813 | ||||||||||
Balance as of December 31, 2014 | $ | 3,676 | $ | 1,226,500 | $ | -192,444 | $ | 1,037,732 | ||||||
Weighted average remaining amortization period at December 31, 2014 in years | 6 | 14.9 | ||||||||||||
Schedule Of FiniteLived Intangible Assets Amortization Expense | Amortization of intangible assets consists of the following: | |||||||||||||
Patents and | Accumulated | |||||||||||||
Trademarks | Licenses | Amortization | ||||||||||||
Balance as of January 1, 2013 | $ | 736 | $ | 52,083 | $ | 52,819 | ||||||||
Amortization expense | 368 | 69,444 | 69,812 | |||||||||||
Balance as of December 31, 2013 | $ | 1,104 | $ | 121,527 | $ | 122,631 | ||||||||
Amortization expense | 368 | 69,445 | 69,813 | |||||||||||
Balance as of December 31, 2014 | $ | 1,472 | $ | 190,972 | $ | 192,444 | ||||||||
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities and Other Liabilities [Abstract] | ||||||||
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities are comprised of the following: | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Credit card payable | $ | 4,739 | $ | 6,000 | ||||
Accrued payroll and payroll taxes | 679,277 | 672,535 | ||||||
Accrued purchases of property and equipment | 174,801 | - | ||||||
Accrued research and development expenses | 292,395 | 229,276 | ||||||
Accrued general and administrative expenses | 315,294 | 266,541 | ||||||
Deferred rent | - | 2,310 | ||||||
Total | $ | 1,466,506 | $ | 1,176,662 | ||||
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Notes Payable [Abstract] | ||||||||||||||||||||
Notes Payable | A summary of the notes payable activity during the years ended December 31, 2014 and 2013 is presented below: | |||||||||||||||||||
Bermuda | Convertible | Other | Debt | |||||||||||||||||
Lender | Notes | Notes | Discount | Total | ||||||||||||||||
Outstanding, December 31, 2012 | $ | 3,550,000 | $ | - | $ | 1,082,185 | $ | -76,719 | $ | 4,555,466 | ||||||||||
Issuances | 450,000 | 281,000 | [1] | 733,000 | - | 1,464,000 | ||||||||||||||
Conversion of accrued interest | - | - | 68,100 | - | 68,100 | |||||||||||||||
Exchanges for equity | - | - | -404,285 | - | -404,285 | |||||||||||||||
Repayments | - | - | -5,500 | - | -5,500 | |||||||||||||||
Recognition of debt discount | - | - | - | -574,369 | [1] | -574,369 | ||||||||||||||
Amortization of debt discount | - | - | - | 405,531 | 405,531 | |||||||||||||||
Accretion of interest expense | - | - | - | 5,066 | [1] | 5,066 | ||||||||||||||
Outstanding, December 31, 2013 | $ | 4,000,000 | $ | 281,000 | $ | 1,473,500 | $ | -240,491 | $ | 5,514,009 | ||||||||||
Issuances | 500,000 | 300,000 | [1] | - | - | 800,000 | ||||||||||||||
Exchanges for equity | - | -71,000 | -203,000 | - | -274,000 | |||||||||||||||
Conversions to equity | - | -342,500 | - | - | -342,500 | |||||||||||||||
Repayments | -89,063 | - | -113,000 | - | -202,063 | |||||||||||||||
Recognition of debt discount | - | - | - | -347,170 | [1] | -347,170 | ||||||||||||||
Amortization of debt discount | - | - | - | 464,470 | 464,470 | |||||||||||||||
Recharacterization of accrued interest as principal | - | - | 108,059 | [3] | - | 108,059 | ||||||||||||||
Accretion of interest expense | - | 15,000 | [2] | - | 9,934 | [1] | 24,934 | |||||||||||||
Settlement of accreted interest | - | -7,500 | [2] | - | - | -7,500 | ||||||||||||||
Outstanding, December 31, 2014 | $ | 4,410,937 | $ | 175,000 | [4] | $ | 1,265,559 | $ | -113,257 | $ | 5,738,239 | |||||||||
[1] | During the years ended December 31, 2014 and 2013, notes with an aggregate principal amounts of $30,000 and $60,000, respectively, bear no interest and were issued for cash consideration of $25,000 and $50,000, respectively. The differences between the principal amounts of the notes and the cash received of $5,000 and $10,000, respectively, were recorded as debt discount and amortized to interest expense over the term of the notes. | |||||||||||||||||||
[2] | During the year ended December 31, 2014, pursuant to the terms of certain notes payable with maturity dates ranging from January 8, 2014 to June 10, 2014, the aggregate principal balance of the notes was increased from $90,000 to $105,000. The aggregate $15,000 of principal increases was accreted as interest expense. During the year ended December 31, 2014, $7,500 of the principal increases was settled by the conversion of a convertible note with a maturity date of January 8, 2014 and original principal balance of $30,000 into shares of the Company's common stock. | |||||||||||||||||||
[3] | During the year ended December 31, 2014, in connection with the extension of certain notes payable with maturity dates ranging from of August 8, 2013 to March 1, 2014, an aggregate $108,059 of accrued interest was added to the aggregate principal balance of the notes, increasing the aggregate principal balance from $752,500 to $860,559. | |||||||||||||||||||
[4] | As of December 31, 2014, convertible notes with an aggregate principal balance of $175,000 were convertible at the election of the Company. Of such convertible notes, notes with an aggregate principal balance of $83,333 are also convertible, under certain circumstances, at the election of the holder pursuant to the terms of the notes. | |||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Tax effects of temporary differences that give rise to deferred tax assets | United States and foreign components of loss before income taxes were as follows: | ||||||||
For The Years Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
United States | $ | -5,223,749 | $ | -5,328,958 | |||||
Foreign | -363,863 | -422,236 | |||||||
Loss before income taxes | $ | -5,587,612 | $ | -5,751,194 | |||||
The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below: | |||||||||
For The Years Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred Tax Assets: | |||||||||
Net operating loss carryforward | $ | 4,820,500 | $ | 5,327,000 | |||||
Stock-based compensation | 1,272,600 | 907,100 | |||||||
Accruals | 240,700 | 139,800 | |||||||
Research & development tax credits | 95,500 | - | |||||||
Other | 2,100 | 2,700 | |||||||
Gross deferred tax assets | 6,431,400 | 6,376,600 | |||||||
Deferred Tax Liabilities: | |||||||||
Fixed assets | -93,200 | - | |||||||
Intangible assets | -8,100 | -3,000 | |||||||
Gross deferred tax liabilities | -101,300 | -3,000 | |||||||
Net deferred tax assets | 6,330,100 | 6,373,600 | |||||||
Valuation allowance | -6,330,100 | -6,373,600 | |||||||
Deferred tax asset, net of valuation allowance | $ | - | $ | - | |||||
Changes in valuation allowance | $ | -43,500 | $ | 1,631,300 | |||||
Income tax provision (benefit) | The income tax provision (benefit) consists of the following: | ||||||||
For The Years Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Federal: | |||||||||
Current | $ | - | $ | - | |||||
Deferred | 38,921 | -1,459,584 | |||||||
State and local: | |||||||||
Current | - | - | |||||||
Deferred | 4,579 | -171,716 | |||||||
43,500 | -1,631,300 | ||||||||
Change in valuation allowance | -43,500 | 1,631,300 | |||||||
Income tax provision (benefit) | $ | - | $ | - | |||||
Reconciliation of effective tax rate | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: | ||||||||
For The Years Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Tax benefit at federal statutory rate | -34 | % | -34 | % | |||||
State income taxes, net of federal benefit | -4 | % | -4 | % | |||||
Permanent differences | 0.8 | % | 5.8 | % | |||||
Research & development tax credits | -1.8 | % | 0 | % | |||||
Impact of Section 382 limit | 41.2 | % | 0 | % | |||||
True-ups and other | -1.4 | % | 1.6 | % | |||||
Change in valuation allowance | -0.8 | % | 30.6 | % | |||||
Effective income tax rate | 0 | % | 0 | % | |||||
Stockholders_Deficiency_Tables
Stockholders' Deficiency (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||
Black-Scholes Option Pricing Model to Warrants Granted, Weighted Average Assumptions | In applying the Black-Scholes option pricing model to warrants granted, the Company used the following assumptions: | ||||||||||||||
For The Year Ended | |||||||||||||||
December 31, | |||||||||||||||
2014 | 2013 | ||||||||||||||
Risk free interest rate | 0.39% - 2.20 | % | 0.34% - 1.68 | % | |||||||||||
Expected term (years) | 1.96 - 5.00 | 3.00 - 5.00 | |||||||||||||
Expected volatility | 116% - 122 | % | 132% - 135 | % | |||||||||||
Expected dividends | 0 | % | 0 | % | |||||||||||
Summary of Warrant Activity | A summary of the warrant activity during the years ended December 31, 2014 and 2013 is presented below: | ||||||||||||||
Weighted | |||||||||||||||
Weighted | Average | ||||||||||||||
Average | Remaining | Aggregate | |||||||||||||
Number of | Exercise | Life | Intrinsic | ||||||||||||
Warrants | Price | In Years | Value | ||||||||||||
Outstanding, December 31, 2012 | 3,334,800 | $ | 1.69 | ||||||||||||
Granted | 3,147,119 | 1.56 | |||||||||||||
Exercised | -1,686,029 | 0.3 | [1] | ||||||||||||
Forfeited | - | - | |||||||||||||
Outstanding, December 31, 2013 | 4,795,890 | $ | 1.39 | ||||||||||||
Granted | 3,849,460 | 0.7 | |||||||||||||
Exercised | -376,667 | 0.3 | [1] | ||||||||||||
Forfeited | -20,000 | 0.5 | |||||||||||||
Outstanding, December 31, 2014 | 8,248,683 | $ | 0.9 | 3.2 | $ | - | |||||||||
Exercisable, December 31, 2014 | 7,548,683 | $ | 0.84 | 3.3 | $ | - | |||||||||
[1] | During the year ended December 31, 2013, warrants to purchase an aggregate of 1,686,029 shares of common stock, with original exercise prices ranging from $1.50 to $4.00 per share, had their exercise prices reduced to $0.30 per share pursuant to the Warrant Exercise and Reload Program. During the year ended December 31, 2014, warrants to purchase an aggregate of 376,667 shares of common stock, with original exercise prices ranging from $1.50 to $4.00 per share, had their exercise prices reduced to $0.30 per share pursuant to the Warrant Exercise and Reload Program. | ||||||||||||||
Information Related to Stock Warrants | The following table presents information related to stock warrants at December 31, 2014: | ||||||||||||||
Warrants Outstanding | Warrants Exercisable | ||||||||||||||
Weighted | |||||||||||||||
Average | Exercisable | ||||||||||||||
Exercise | Number of | Remaining Life | Number of | ||||||||||||
Price | Warrants | In Years | Warrants | ||||||||||||
$ | 0.3 | 650,000 | 4.4 | 650,000 | |||||||||||
0.4 | 200,000 | 4.9 | 200,000 | ||||||||||||
0.5 | 502,100 | 4.8 | 502,100 | ||||||||||||
0.53 | 380,000 | 3.4 | 380,000 | ||||||||||||
0.58 | 50,000 | 4.8 | 50,000 | ||||||||||||
0.75 | 4,043,389 | 2.8 | 4,043,389 | ||||||||||||
0.94 | 50,000 | 4.8 | 50,000 | ||||||||||||
1 | 550,000 | 4.4 | 550,000 | ||||||||||||
1.5 | 862,800 | 2.5 | 862,800 | ||||||||||||
1.75 | 20,000 | 2.3 | 20,000 | ||||||||||||
2 | 123,530 | 3.9 | 123,530 | ||||||||||||
2.5 | 20,000 | 2.6 | 20,000 | ||||||||||||
3 | 36,864 | 3.3 | 36,864 | ||||||||||||
4 | 60,000 | 2.8 | 60,000 | ||||||||||||
Variable | [1] | 700,000 | - | - | |||||||||||
8,248,683 | 3.3 | 7,548,683 | |||||||||||||
[1] | Warrants to purchase 700,000 shares of common stock have an exercise price which is the greater of $1.50 per share or the fair market value of the common stock on the date certain performance criteria are met. Exercisability of warrants is subject to satisfaction of certain performance criteria which did not occur during the year ended December 31, 2014. | ||||||||||||||
Black-Scholes Option Pricing Model to Stock Options Granted, Weighted Average Assumptions | In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: | ||||||||||||||
For the Year Ended | |||||||||||||||
December 31, | |||||||||||||||
2014 | 2013 | ||||||||||||||
Risk free interest rate | 1.50% - 2.54 | % | 1.13% - 2.66 | % | |||||||||||
Expected term (years) | 5.00 - 10.00 | 5.00 - 10.00 | |||||||||||||
Expected volatility | 116% - 122 | % | 132% - 135 | % | |||||||||||
Expected dividends | 0 | % | 0 | % | |||||||||||
Stock option expense | The following table presents information related to stock option expense: | ||||||||||||||
Weighted | |||||||||||||||
Average | |||||||||||||||
For the Year Ended | Unrecognized at | Amortization | |||||||||||||
December 31, | December 31, | Period | |||||||||||||
2014 | 2013 | 2014 | (Years) | ||||||||||||
Consulting | $ | 365,825 | $ | 160,894 | $ | 654,956 | 2.6 | ||||||||
Research and development | 328,740 | 251,758 | 712,551 | [1] | 2.5 | ||||||||||
General and administrative | 179,628 | 235,163 | 961,378 | 2.6 | |||||||||||
$ | 874,193 | $ | 647,815 | $ | 2,328,885 | 2.6 | |||||||||
[1] | Includes $448,189 of expense that is subject to non-employee mark-to-market adjustments. | ||||||||||||||
Summary of Option Activity | A summary of the option activity during the years ended December 31, 2014 and 2013 is presented below: | ||||||||||||||
Weighted | |||||||||||||||
Weighted | Average | ||||||||||||||
Average | Remaining | ||||||||||||||
Number of | Exercise | Life | Intrinsic | ||||||||||||
Options | Price | In Years | Value | ||||||||||||
Outstanding, December 31, 2012 | 4,018,000 | $ | 1.12 | ||||||||||||
Granted | 1,145,000 | 0.68 | |||||||||||||
Exercised | - | - | |||||||||||||
Forfeited | -120,000 | 0.5 | |||||||||||||
Outstanding, December 31, 2013 | 5,043,000 | $ | 1.03 | ||||||||||||
Granted | 10,575,000 | 0.41 | |||||||||||||
Exercised | - | - | |||||||||||||
Forfeited | -34,000 | 1.31 | |||||||||||||
Outstanding, December 31, 2014 | 15,584,000 | $ | 0.61 | 8.5 | $ | 979,600 | |||||||||
Exercisable, December 31, 2014 | 6,038,169 | $ | 0.93 | 7.6 | $ | 45,600 | |||||||||
Information Related to Stock Options | The following table presents information related to stock options at December 31, 2014: | ||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||
Weighted | |||||||||||||||
Outstanding | Average | Exercisable | |||||||||||||
Exercise | Number of | Remaining Life | Number of | ||||||||||||
Price | Options | In Years | Options | ||||||||||||
$ | 0.285 | 900,000 | 9.5 | 200,000 | |||||||||||
0.32 | 500,000 | - | - | ||||||||||||
0.33 | 6,125,000 | 4.7 | 75,000 | ||||||||||||
0.34 | 250,000 | - | - | ||||||||||||
0.39 | 60,000 | 4.5 | 60,000 | ||||||||||||
0.5 | 345,000 | 4.9 | 332,500 | ||||||||||||
0.53 | 40,000 | 9.2 | 40,000 | ||||||||||||
0.6 | 980,000 | 8.8 | 980,000 | ||||||||||||
0.65 | 2,675,000 | 9.1 | 1,125,002 | ||||||||||||
1 | 131,000 | 8 | 131,000 | ||||||||||||
1.05 | 2,270,000 | 7.1 | 2,270,000 | ||||||||||||
1.1 | 5,000 | 2.4 | 5,000 | ||||||||||||
1.2 | 10,000 | 1.4 | 10,000 | ||||||||||||
1.25 | 43,000 | 1.9 | 43,000 | ||||||||||||
1.4 | 350,000 | 4.5 | 200,000 | ||||||||||||
1.5 | 900,000 | 7.9 | 900,000 | ||||||||||||
15,584,000 | 7.6 | 6,371,502 | |||||||||||||
Common Stock Award Expense | The following table presents information related to compensatory common stock issuances expense during the years ended December 31, 2014 and 2013: | ||||||||||||||
For the Year Ended | Unrecognized at | ||||||||||||||
December 31, | December 31, | ||||||||||||||
2014 | 2013 | 2014 | |||||||||||||
Consulting | $ | 276,500 | $ | 111,351 | $ | - | |||||||||
Research and development | 24,337 | 26,704 | - | ||||||||||||
$ | 300,837 | $ | 138,055 | $ | - | ||||||||||
Summary of Common Stock Award Activity | A summary of compensatory common stock issuances activity during the years ended December 31, 2014 and 2013 is presented below: | ||||||||||||||
Weighted | |||||||||||||||
Average | Total | ||||||||||||||
Number of | Issuance Date | Issuance Date | |||||||||||||
Shares | Fair Value | Fair Value | |||||||||||||
Non-vested, December 31, 2012 | - | $ | - | $ | - | ||||||||||
Granted | 239,537 | 0.58 | 138,055 | ||||||||||||
Vested | -239,537 | 0.58 | -138,055 | ||||||||||||
Forfeited | - | - | - | ||||||||||||
Non-vested, December 31, 2013 | - | $ | - | $ | - | ||||||||||
Granted | 1,943,747 | 0.26 | 511,886 | ||||||||||||
Vested | -1,943,747 | -0.26 | -511,886 | ||||||||||||
Forfeited | - | - | - | ||||||||||||
Non-vested, December 31, 2014 | - | $ | - | $ | - | ||||||||||
Business_Organization_and_Natu1
Business Organization and Nature of Operations - Additional Information (Detail) | 0 Months Ended | |||
Apr. 15, 2013 | Dec. 31, 2014 | Dec. 19, 2014 | Dec. 31, 2013 | |
Business Organization and Nature Of Operations [Line Items] | ||||
Reverse stock split ratio | the Company implemented a 1-for-50 reverse split | |||
Stockholders equity note, changes in capital structure, retroactive impact | 1,500,000,000 to 100,000,000 | |||
Changes in capital structure retroactive impact shares | 1,500,000,000 | |||
Common stock, authorized | 100,000,000 | 200,000,000 | 20,000,000 | 200,000,000 |
Going_Concern_and_Managements_1
Going Concern and Management's Plans - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Working capital deficiency | $8,410,686 |
Stockholders deficiency | -6,888,393 |
Net loss | -5,587,612 |
Note principal and accrued interest converted to equity | -274,000 |
Subsequent Event | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Amount raised through debt financing | 30,000 |
Amount raised through equity financing | 801,000 |
Notes payable aggregate principal past due | 5,000 |
Other Research and Development Expense | 227,234 |
Subsequent Event | Notes Payable, Accrued Interest Exchanged | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Note principal and accrued interest converted to equity | 5,984 |
Subsequent Event | Notes Payable, Principal Exchanged | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Note principal and accrued interest converted to equity | $50,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | |||
Jul. 15, 2014 | Apr. 06, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 19, 2014 | Mar. 24, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Debt instrument outstanding face amount percentage | 75.00% | |||||||
Finite-Lived Intangible Asset, Useful Life | 17 years 8 months 12 days | |||||||
Advertising Expense | $15,280 | $25,748 | ||||||
Research and Development Expense | 1,430,614 | 1,594,054 | ||||||
Finite Lived Intangible Asset Useful Life From Application Date | 2 years 3 months 18 days | |||||||
Deferred Revenue, Current | 164,349 | 0 | ||||||
Revenues | 415,996 | 1,680 | ||||||
Cash Proceeds From Research Agreements | 89,063 | |||||||
Inventory Write-down | 15,407 | 0 | ||||||
Research and Development Agreements One Year | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Debt Instrument, Payment Terms | Payment terms are (1) $150,000 received at commencement (straight-line method); (2) $50,000 upon achievement of a specified deliverable (milestone method); and (3) $50,000 upon achievement of the final specified deliverable (milestone method). As of December 31, 2014, the initial $150,000 payment had been received and $34,281 remained in deferred revenues on the consolidated balance sheet. | |||||||
Deferred Revenue, Current | 150,000 | |||||||
Research and Development Agreements Two Year | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Debt Instrument, Payment Terms | Payment terms are (1) $250,000 at commencement; (2) $356,250 payable in four equal quarterly installments, subject to acceleration upon achieving a specified deliverable; and (3) $168,750 payable in two equal bi-annual installments (all three of which are being recognized pursuant to the straight-line method), subject to acceleration upon achieving a specified deliverable. | |||||||
Deferred Revenue, Current | 250,000 | 130,068 | ||||||
Cash Proceeds From Research Agreements | 89,063 | 89,063 | ||||||
Research and development agreements | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Revenues | 413,777 | |||||||
Minimum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||
Maximum | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||
Trademarks | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||||
Stem Pearls Skincare Products | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Revenue, Net, Total | $2,219 | $1,680 | ||||||
Licenses | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Finite-Lived Intangible Asset, Useful Life | 17 years 8 months 12 days | |||||||
Patents | ||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | |||||||
Finite Lived Intangible Asset Useful Life From Application Date | 2 years 3 months 18 days |
Calculation_of_Weighted_Averag
Calculation of Weighted Average Dilutive Common Shares (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Exclusion Of Securities [Line Items] | ||
Total potentially dilutive shares | 24,486,568 | 10,902,270 |
Options | ||
Exclusion Of Securities [Line Items] | ||
Total potentially dilutive shares | 15,584,000 | 5,043,000 |
Warrants | ||
Exclusion Of Securities [Line Items] | ||
Total potentially dilutive shares | 8,248,683 | 4,795,890 |
Restricted Stock | ||
Exclusion Of Securities [Line Items] | ||
Total potentially dilutive shares | 653,885 | 1,063,380 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $26,872 | $34,999 |
Property_and_Equipment_Detail
Property and Equipment (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Office equipment | $8,466 | $7,670 |
Medical equipment | 359,248 | 129,461 |
Furniture and fixtures | 113,874 | 19,322 |
Computer software and equipment | 66,458 | 20,169 |
Leasehold Improvements | 103,582 | 0 |
Property, Plant and Equipment, Gross | 651,628 | 176,622 |
Less: accumulated depreciation | -157,772 | -141,054 |
Property and equipment, net | $493,856 | $35,568 |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||
Apr. 06, 2012 | Dec. 31, 2014 | Mar. 05, 2015 | Jan. 27, 2012 | Oct. 07, 2014 | Feb. 20, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Grant date value | $124,200 | $15,000 | $67,830 | |||
Payment capitalized as intangible asset | 1,000,000 | |||||
Estimated useful life | 17 years 8 months 12 days | |||||
Useful life lapsed since patent application | 2 years 3 months 18 days | |||||
Amortization | 70,000 | |||||
Subsequent Event | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Warrant Issued To Purchase Common Stock | 80,000 | |||||
Exercise price of warrant | $0.75 | |||||
Milestones payment | 75,000 | |||||
Patents | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Estimated useful life | 20 years | |||||
First Tranche | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Warrant Issued To Purchase Common Stock | 300,000 | |||||
Exercise price of warrant | $1.50 | |||||
Grant date value | 226,500 | |||||
Payment capitalized as intangible asset | 226,500 | |||||
Second Tranche | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Warrant Issued To Purchase Common Stock | 350,000 | |||||
Exercise price of warrant | $1.50 | |||||
Maximum | Subsequent Event | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Milestones payment | 475,000 | |||||
Minimum | Subsequent Event | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Milestones payment | 225,000 | |||||
License Agreement Terms | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Percentage of legal fees agreed to be reimbursed | 25.00% | |||||
Net License fee paid | 1,000,000 | |||||
Licenses Revenue | 10,000 | |||||
Warrant Issued To Purchase Common Stock | 1,000,000 | |||||
License Agreement Terms | Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Legal fees agreed to be reimbursed | 100,000 | |||||
License Agreement Terms | Maximum | Monthly Payment | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Legal fees agreed to be reimbursed | 4,500 |
Intangible_Assets_Detail
Intangible Assets (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Finite Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Beginning Balance | $1,107,545 | $1,177,357 |
Amortization expense | -69,813 | -69,812 |
Ending Balance | 1,037,732 | 1,107,545 |
Patents and Trademarks | ||
Finite Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Beginning Balance | 3,676 | 3,676 |
Amortization expense | 0 | 0 |
Ending Balance | 3,676 | 3,676 |
Weighted Average Amortization Period | 6 years | |
Licensing Agreements | ||
Finite Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Beginning Balance | 1,226,500 | 1,226,500 |
Amortization expense | 0 | 0 |
Ending Balance | 1,226,500 | 1,226,500 |
Weighted Average Amortization Period | 14 years 10 months 24 days | |
Accumulated Amortization | ||
Finite Lived and Indefinite Lived Intangible Assets [Line Items] | ||
Beginning Balance | -122,631 | -52,819 |
Amortization expense | -69,813 | -69,812 |
Ending Balance | ($192,444) | ($122,631) |
Amortization_of_Intangible_Ass
Amortization of Intangible Assets (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Patents and Trademarks | ||
Accumulated Amortization [Line Items] | ||
Beginning Balance | $1,104 | $736 |
Amortization expense | 368 | 368 |
Ending Balance | 1,472 | 1,104 |
Licensing Agreements | ||
Accumulated Amortization [Line Items] | ||
Beginning Balance | 121,527 | 52,083 |
Amortization expense | 69,445 | 69,444 |
Ending Balance | 190,972 | 121,527 |
Accumulated Amortization | ||
Accumulated Amortization [Line Items] | ||
Beginning Balance | 122,631 | 52,819 |
Amortization expense | 69,813 | 69,812 |
Ending Balance | $192,444 | $122,631 |
Recovered_Sheet1
Accrued Expenses And Other Current Liabilities - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Advances from officer | $58,054 | $144,285 |
Repayment of advances from officer | 83,044 | 119,295 |
Liability to officer | $24,990 |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accrued Expenses and Other Current Liabilities [Line Items] | ||
Credit card payable | $4,739 | $6,000 |
Accrued payroll and payroll taxes | 679,277 | 672,535 |
Deferred rent | 0 | 2,310 |
Accrued purchases of property and equipment | 174,801 | 0 |
Accrued research and development expenses | 292,395 | 229,276 |
Accrued general and administrative expenses | 315,294 | 266,541 |
Total | $1,466,506 | $1,176,662 |
Notes_Payable_Additional_Infor
Notes Payable - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 4 Months Ended | 1 Months Ended | |||
Aug. 13, 2014 | Jul. 15, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 02, 2014 | 2-May-14 | Dec. 18, 2013 | Mar. 26, 2013 | 8-May-14 | |
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $83,333 | $83,333 | ||||||||
Warrants aggregate grant date fair value | 389,608 | 389,608 | 224,313 | |||||||
Debt instrument, face amount | 4,000,000 | 7,500 | 7,500 | |||||||
Warrants to purchase common stock | 2,330,693 | 2,330,693 | 403,590 | |||||||
Loss on extinguishment of note and payables, net | 49,094 | 7,200 | ||||||||
Accrued loan interest | 108,059 | 108,059 | ||||||||
Stock issued (in shares) | 550,000 | |||||||||
Common stock aggregate grant date fair value | 74,029 | 74,029 | 3,704 | |||||||
Warrant Issued During Period Relative Fair Value | 112,239 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 190,000 | 190,000 | 402,500 | |||||||
Debt Instrument Periodic Payment Interest | 15,000 | |||||||||
Debt Instrument, Periodic Payment, Principal | 175,000 | |||||||||
Proceeds from Notes Payable | 795,000 | 1,454,000 | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 92,370 | 0 | ||||||||
Debt Instrument, Interest Rate During Period | 15.00% | |||||||||
Payments for royalties | 100,000 | |||||||||
Debt Conversion, Original Debt, Amount | 30,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.75 | $0.75 | ||||||||
Debt Instrument, Maturity Date Range, Start | 31-Jul-14 | 31-Dec-14 | ||||||||
Debt Instrument, Maturity Date Range, End | 31-Dec-14 | 30-Jun-15 | ||||||||
Amortization Of Debt Discount (Premium) | 121,000 | 99,000 | 464,470 | 405,531 | ||||||
Stock Issued During Period, Value, Issued in Exchange of Notes Payable, Principal Amount | 71,000 | |||||||||
Stock Issued During Period, Value, Issued in Exchange of Notes Payable, Interest Amount | 4,260 | |||||||||
Stock Issued During Period, Shares, Issued in Exchange of Notes Payable | 246,764 | |||||||||
Warrants Issued During Period, Number of Warrants1 | 100,000 | 100,000 | ||||||||
Payments under Research and Development Agreements | 113,000 | 113,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 11,219 | |||||||||
Cash Proceeds From Research Agreements | 89,063 | |||||||||
Warrants | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants aggregate grant date fair value | 29,800 | 29,800 | ||||||||
Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument Annual Principal Payment | 225,000 | 225,000 | ||||||||
Debt Instrument, Increase, Accrued Interest | 13,565 | |||||||||
Conversion of Stock, Shares Issued | 1,202,744 | |||||||||
Notes Payable | Cayman | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 3,550,000 | |||||||||
First Maturity Date | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Periodic Payment, Principal | 41,667 | |||||||||
Second Maturity Date | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Periodic Payment, Principal | 41,667 | |||||||||
Third Maturity Date | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Periodic Payment, Principal | 41,666 | |||||||||
Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants exercise price | $0.30 | $0.30 | $1.50 | |||||||
Debt Instrument, Periodic Payment, Principal | 752,500 | |||||||||
Debt Instrument, Increase, Accrued Interest | 90,000 | |||||||||
Percentage of royalty payments | 0.50% | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.50 | $0.50 | $0.94 | |||||||
Minimum | Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price | $0.14 | $0.14 | ||||||||
Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants exercise price | $0.75 | $0.75 | $4 | |||||||
Debt Instrument, Periodic Payment, Principal | 860,559 | |||||||||
Debt Instrument, Increase, Accrued Interest | 105,000 | |||||||||
Percentage of royalty payments | 4.00% | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.75 | $0.75 | $2.50 | |||||||
Maximum | Notes Payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price | $0.28 | $0.28 | ||||||||
In exchange of notes payable | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants aggregate grant date fair value | 268,997 | 268,997 | ||||||||
Warrants exercise price | $0.75 | $0.75 | $1.50 | |||||||
Loss on extinguishment of note and payables, net | 50,325 | 7,200 | ||||||||
Stock issued (in shares) | 5,000 | |||||||||
Common stock aggregate grant date fair value | 417,681 | |||||||||
Amortization Of Debt Discount (Premium) | 0 | 0 | ||||||||
Stock Issued During Period, Value, Issued in Exchange of Notes Payable, Principal Amount | 203,000 | 404,285 | ||||||||
Stock Issued During Period, Value, Issued in Exchange of Notes Payable, Interest Amount | 15,672 | 6,196 | ||||||||
Stock Issued During Period, Shares, Issued in Exchange of Notes Payable | 854,689 | 818,495 | ||||||||
Warrants Issued During Period, Number of Warrants1 | 100,000 | 100,000 | 45,000 | |||||||
Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | 175,000 | 281,000 | ||||||||
Rate of interest | 10.00% | 12.00% | 12.00% | |||||||
Loss on extinguishment of note and payables, net | 1,231 | |||||||||
Debt instrument conversion period description | The conversion price of the convertible notes is equal to the greater of (a) 55-65% (depending on the specific note) of the fair value of the Company’s common stock or (b) $0.05 per share. As of December 31, 2013, the convertible notes were not convertible. The beneficial conversion features will be accounted for, if necessary, at the commitment date. | |||||||||
Debt instrument, new proceeds | 170,000 | 271,000 | ||||||||
Debt Instrument Annual Principal Payment | 30,000 | 30,000 | 60,000 | 30,000 | 60,000 | |||||
Debt Instrument issued for consideration | 25,000 | 50,000 | 25,000 | 50,000 | ||||||
Debt Instrument Periodic Payment Interest | 5,000 | 10,000 | 5,000 | 10,000 | ||||||
Debt Instrument, Periodic Payment, Principal | 145,000 | 221,000 | ||||||||
Debt Instrument, Frequency of Periodic Payment | The convertible notes were initially payable 3-12 months from the date of issuance | Convertible Notes were initially payable 2-6 months from the date of issuance. | ||||||||
Proceeds from Notes Payable | 125,000 | 175,000 | 281,000 | |||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | 145,000 | 171,000 | ||||||||
Debt Instrument Convertible Number of stock to holders | 110,000 | |||||||||
Debt Instrument, Increase, Accrued Interest | 3,646 | |||||||||
Debt instrument, interest rate, effective percentage | 100.00% | |||||||||
Amortization Of Debt Discount (Premium) | 0 | 0 | ||||||||
Conversion of Stock, Shares Issued | 582,033 | |||||||||
Debt Instrument Issue Description | (a) 55%-60% (depending on the particular note) of the fair value of the Company’s stock or (b) $0.05 per share. The remaining $30,000 is convertible into shares of the Company’s common stock at the election of the holder any time after September 10, 2014 at the lesser of (a) $0.50 per share or (b) 65% of the fair value of the Company’s common stock, but with a floor of $0.05 per share. | |||||||||
Convertible Notes | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price | $0.19 | $0.19 | ||||||||
Convertible Notes | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Convertible, Conversion Price | $0.22 | $0.22 | ||||||||
Waiver | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | 450,000 | |||||||||
Accrued loan interest | 213,000 | |||||||||
Bermuda Lender | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | 500,000 | |||||||||
Scheduled maturity date of the note | 31-Jul-14 | |||||||||
Warrants aggregate grant date fair value | 457,826 | |||||||||
Warrants to purchase common stock | 400,000 | |||||||||
Warrants exercise price | $2.50 | |||||||||
Stock issued (in shares) | 600,000 | |||||||||
Stock issued, amount | 480,000 | |||||||||
Fair value Of warrants | 250,000 | |||||||||
Stock issued during period shares in connection with accrued and unpaid interest | 266,250 | |||||||||
Debt instrument, interest rate, effective percentage | 11.00% | 15.00% | ||||||||
Bermuda Lender | Notes Payable | Cayman | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | 450,000 | |||||||||
Debt instrument, face amount | $4,000,000 |
Notes_Payable_Detail
Notes Payable (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Aug. 13, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Debt Instrument [Line Items] | |||||||
Balance | $5,514,009 | $4,555,466 | |||||
Issuances | 800,000 | 1,464,000 | |||||
Conversion of accrued interest | 68,100 | ||||||
Exchanges for equity | -274,000 | -404,285 | |||||
Conversions to equity | -342,500 | ||||||
Repayments | -202,063 | -5,500 | |||||
Recognition of debt discount | -347,170 | -574,369 | |||||
Amortization of debt discount | 121,000 | 99,000 | 464,470 | 405,531 | |||
Recharacterization of accrued interest as principal | 108,059 | ||||||
Accretion of interest expense | 24,934 | 5,066 | |||||
Settlement of accreted interest | -7,500 | ||||||
Balance | 5,738,239 | 5,738,239 | 5,514,009 | ||||
Debt Discount | |||||||
Debt Instrument [Line Items] | |||||||
Balance | -240,491 | -76,719 | |||||
Issuances | 0 | 0 | |||||
Conversion of accrued interest | 0 | ||||||
Exchanges for equity | 0 | 0 | |||||
Conversions to equity | 0 | ||||||
Repayments | 0 | 0 | |||||
Recognition of debt discount | -347,170 | [1] | -574,369 | [1] | |||
Amortization of debt discount | 464,470 | 405,531 | |||||
Recharacterization of accrued interest as principal | 0 | ||||||
Accretion of interest expense | 9,934 | [1] | 5,066 | [1] | |||
Settlement of accreted interest | 0 | ||||||
Balance | -113,257 | -113,257 | -240,491 | ||||
Bermuda Lender Member | |||||||
Debt Instrument [Line Items] | |||||||
Balance | 4,000,000 | 3,550,000 | |||||
Issuances | 500,000 | 450,000 | |||||
Conversion of accrued interest | 0 | ||||||
Exchanges for equity | 0 | 0 | |||||
Conversions to equity | 0 | ||||||
Repayments | -89,063 | 0 | |||||
Recognition of debt discount | 0 | 0 | |||||
Amortization of debt discount | 0 | 0 | |||||
Recharacterization of accrued interest as principal | 0 | ||||||
Accretion of interest expense | 0 | 0 | |||||
Settlement of accreted interest | 0 | ||||||
Balance | 4,410,937 | 4,410,937 | 4,000,000 | ||||
Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Balance | 281,000 | 0 | |||||
Issuances | 300,000 | [1] | 281,000 | [1] | |||
Conversion of accrued interest | 0 | ||||||
Exchanges for equity | -71,000 | 0 | |||||
Conversions to equity | -342,500 | ||||||
Repayments | 0 | 0 | |||||
Recognition of debt discount | 0 | 0 | |||||
Amortization of debt discount | 0 | 0 | |||||
Recharacterization of accrued interest as principal | 0 | ||||||
Accretion of interest expense | 15,000 | [2] | 0 | ||||
Settlement of accreted interest | -7,500 | [2] | |||||
Balance | 175,000 | [3] | 175,000 | [3] | 281,000 | ||
Notes Payable, Other Payables | |||||||
Debt Instrument [Line Items] | |||||||
Balance | 1,473,500 | 1,082,185 | |||||
Issuances | 0 | 733,000 | |||||
Conversion of accrued interest | 68,100 | ||||||
Exchanges for equity | -203,000 | -404,285 | |||||
Conversions to equity | 0 | ||||||
Repayments | -113,000 | -5,500 | |||||
Recognition of debt discount | 0 | 0 | |||||
Amortization of debt discount | 0 | 0 | |||||
Recharacterization of accrued interest as principal | 108,059 | ||||||
Accretion of interest expense | 0 | [4] | 0 | ||||
Settlement of accreted interest | 0 | ||||||
Balance | $1,265,559 | $1,265,559 | $1,473,500 | ||||
[1] | During the years ended December 31, 2014 and 2013, notes with an aggregate principal amounts of $30,000 and $60,000, respectively, bear no interest and were issued for cash consideration of $25,000 and $50,000, respectively. The differences between the principal amounts of the notes and the cash received of $5,000 and $10,000, respectively, were recorded as debt discount and amortized to interest expense over the term of the notes. | ||||||
[2] | During the year ended December 31, 2014, pursuant to the terms of certain notes payable with maturity dates ranging from January 8, 2014 to June 10, 2014, the aggregate principal balance of the notes was increased from $90,000 to $105,000. The aggregate $15,000 of principal increases was accreted as interest expense. During the year ended December 31, 2014, $7,500 of the principal increases was settled by the conversion of a convertible note with a maturity date of January 8, 2014 and original principal balance of $30,000 into shares of the Company's common stock. | ||||||
[3] | As of December 31, 2014, convertible notes with an aggregate principal balance of $175,000 were convertible at the election of the Company. Of such convertible notes, notes with an aggregate principal balance of $83,333 are also convertible, under certain circumstances, at the election of the holder pursuant to the terms of the notes. | ||||||
[4] | During the year ended December 31, 2014, in connection with the extension of certain notes payable with maturity dates ranging from of August 8, 2013 to March 1, 2014, an aggregate $108,059 of accrued interest was added to the aggregate principal balance of the notes, increasing the aggregate principal balance from $742,500 to $850,559. |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Contingency [Line Items] | ||
Federal and state net operating losses | $12,700,000 | $14,000,000 |
Operating Loss Carry forwards Expiration Period | The net operating loss carry forwards, if not utilized, will expire from 2029 to 2034 for federal purposes. | |
Percentage of ownership changes | 50.00% | |
Description for Section 382 limitation One | approximately $5,700,000 of federal NOLs not being realizable | |
Description for Section 382 limitation two | the reversal of approximately $2,200,000 of net operating loss deferred tax assets. |
Loss_before_income_taxes_Detai
Loss before income taxes (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Before Income Tax Domestic And Foreign [Line Items] | ||
United States | ($5,223,749) | ($5,328,958) |
Foreign | -363,863 | -422,236 |
Loss before income taxes | ($5,587,612) | ($5,751,194) |
Deferred_Tax_Assets_Detail
Deferred Tax Assets (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Tax Assets: | ||
Net operating loss carryforward | $4,820,500 | $5,327,000 |
Stock-based compensation | 1,272,600 | 907,100 |
Accruals | 240,700 | 139,800 |
Research & development tax credits | 95,500 | 0 |
Other | 2,100 | 2,700 |
Gross deferred tax assets | 6,431,400 | 6,376,600 |
Deferred Tax Liabilities: | ||
Intangible assets | -93,200 | 0 |
Fixed assets | -8,100 | -3,000 |
Gross deferred tax liabilities | -101,300 | -3,000 |
Net deferred tax assets | 6,330,100 | 6,373,600 |
Valuation allowance | -6,330,100 | -6,373,600 |
Deferred tax asset, net of valuation allowance | 0 | 0 |
Changes in valuation allowance | ($43,500) | $1,631,300 |
Income_Tax_Provision_benefit_D
Income Tax Provision (benefit) (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Federal: | ||
Current | $0 | $0 |
Deferred | 38,921 | -1,459,584 |
State and local: | ||
Current | 0 | 0 |
Deferred | 4,579 | -171,716 |
Income tax provision (benefit) before change in valuation allowance | 43,500 | -1,631,300 |
Change in valuation allowance | -43,500 | 1,631,300 |
Income tax provision (benefit) | $0 | $0 |
Statutory_Federal_Income_Tax_R
Statutory Federal Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Contingency [Line Items] | ||
Tax benefit at federal statutory rate | -34.00% | -34.00% |
State income taxes, net of federal benefit | -4.00% | -4.00% |
Permanent differences | 0.80% | 5.80% |
Research & development tax credits | -1.80% | 0.00% |
Impact of Section 382 limit | 41.20% | 0.00% |
True-ups and other | -1.40% | 1.60% |
Change in valuation allowance | -0.80% | 30.60% |
Effective income tax rate | 0.00% | 0.00% |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||||||
Jan. 23, 2015 | Oct. 07, 2014 | Aug. 13, 2014 | Feb. 04, 2014 | Jul. 27, 2014 | Feb. 20, 2014 | Nov. 30, 2013 | Jan. 20, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 12, 2014 | Oct. 08, 2014 | Jun. 27, 2014 | Oct. 04, 2010 | Sep. 24, 2014 | Jul. 23, 2014 | Jun. 16, 2014 | Oct. 23, 2014 | Oct. 31, 2014 | Mar. 12, 2014 | Aug. 27, 2014 | Jun. 15, 2012 | 9-May-14 | Mar. 14, 2014 | Jul. 02, 2013 | Jun. 10, 2013 | Mar. 27, 2013 | Jul. 22, 2014 | Dec. 23, 2013 | Mar. 20, 2013 | Mar. 22, 2013 | Feb. 11, 2014 | Aug. 25, 2014 | |
sqft | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Grant date value | $15,000 | $67,830 | $124,200 | ||||||||||||||||||||||||||||||
Warrant exercisable term | 3 years | ||||||||||||||||||||||||||||||||
Lease Expiration Date | 31-Jan-14 | ||||||||||||||||||||||||||||||||
Lease Rent Second Year | 6,234 | ||||||||||||||||||||||||||||||||
Lease Rent Third Year | 6,422 | ||||||||||||||||||||||||||||||||
Research and Development Expense | 1,430,614 | 1,594,054 | |||||||||||||||||||||||||||||||
Accounts Payable and Accrued Liabilities, Total | 43,000 | 353,000 | |||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | 48,388 | ||||||||||||||||||||||||||||||||
Stock-based compensation, stock option granted | 500,000 | 10,575,000 | 1,145,000 | ||||||||||||||||||||||||||||||
Common stock exercise price | $0.32 | $0.41 | $0.68 | ||||||||||||||||||||||||||||||
Number of shares called by warrants | 190,000 | 402,500 | |||||||||||||||||||||||||||||||
Initial year Salary | 25,000 | ||||||||||||||||||||||||||||||||
Percentage Of Increase Salary | 28.00% | ||||||||||||||||||||||||||||||||
Employee-related Liabilities | 574,278 | 542,535 | |||||||||||||||||||||||||||||||
Salaries, Wages and Officers Compensation, Total | 565,000 | ||||||||||||||||||||||||||||||||
Loss Contingency, Damages Paid, Value | 193,000 | ||||||||||||||||||||||||||||||||
Loss contingency damages paid value, warrants issued | 80,000 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.75 | ||||||||||||||||||||||||||||||||
Monthly Payments for Leasing | 962 | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 550,000 | ||||||||||||||||||||||||||||||||
Leasehold Improvements, Gross | 103,582 | 0 | |||||||||||||||||||||||||||||||
Rent Expense | 20,380 | 99,175 | |||||||||||||||||||||||||||||||
Professional Fees | 1,310,121 | 779,462 | |||||||||||||||||||||||||||||||
Monthly Payments under Consulting Agreements | 15,000 | 10,000 | |||||||||||||||||||||||||||||||
Monthly Escalating Payments under Consulting Agreements | 10,000 | ||||||||||||||||||||||||||||||||
Warrants Issued During Period, Number of Warrants | 100,000 | ||||||||||||||||||||||||||||||||
Share Based Compensation | 1,360,296 | 812,647 | |||||||||||||||||||||||||||||||
Security Deposit | 45,900 | 0 | |||||||||||||||||||||||||||||||
Loss Contingency Damages Paid Value Per Year | 52,000 | ||||||||||||||||||||||||||||||||
Loss Contingency, Allegations | The action is associated with an alleged $5,000 loan made in 2009 and an alleged consulting/employment agreement entered into with the Company effective in 2009. | ||||||||||||||||||||||||||||||||
Warrants Issue One [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Warrants Issued During Period, Number of Warrants | 100,000 | ||||||||||||||||||||||||||||||||
Warrants Issued During Period, Exercise Price at Issuance Date | $0.53 | 0.53 | |||||||||||||||||||||||||||||||
Warrants Issue Two [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Warrants Issued During Period, Number of Warrants | 280,000 | ||||||||||||||||||||||||||||||||
Warrants Issued During Period, Exercise Price at Issuance Date | $0.53 | 0.53 | |||||||||||||||||||||||||||||||
Warrants Issue Three [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Warrants Issued During Period, Number of Warrants | 20,000 | ||||||||||||||||||||||||||||||||
Warrants Issued During Period, Exercise Price at Issuance Date | $1.50 | 1.5 | |||||||||||||||||||||||||||||||
Chief Medical Advisor [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Stock-based compensation, stock option granted | 300,000 | ||||||||||||||||||||||||||||||||
Common stock exercise price | $0.65 | ||||||||||||||||||||||||||||||||
Monthly Payments under Consulting Agreements | 10,000 | 15,000 | |||||||||||||||||||||||||||||||
Monthly Escalating Payments under Consulting Agreements | 20,000 | 20,000 | |||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Grant date value | 23,270 | 23,270 | |||||||||||||||||||||||||||||||
Allocated Share-Based Compensation Expense | 30,096 | ||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 595,455 | ||||||||||||||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Warrant issued for the purchase of common stock | 80,000 | ||||||||||||||||||||||||||||||||
Minimum | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Warrants exercise price | $0.30 | $1.50 | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.50 | $0.94 | |||||||||||||||||||||||||||||||
Maximum | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Warrants exercise price | $0.75 | $4 | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.75 | $2.50 | |||||||||||||||||||||||||||||||
Director | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Warrant issued for the purchase of common stock | 600,000 | ||||||||||||||||||||||||||||||||
Grant date value | 144,000 | ||||||||||||||||||||||||||||||||
Stock options granted exercise price per share | $0.28 | ||||||||||||||||||||||||||||||||
Number of shares vest on first anniversary of date of grant | 200,000 | ||||||||||||||||||||||||||||||||
Number of shares vest on second anniversary of date of grant | 200,000 | ||||||||||||||||||||||||||||||||
Number Of Shares Vest On Third Anniversary Of Date Of Grant | 200,000 | ||||||||||||||||||||||||||||||||
Chief Executive Officer | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Employee-related Liabilities | 25,000 | ||||||||||||||||||||||||||||||||
Salaries, Wages and Officers Compensation, Total | 450,000 | 600,000 | 600,000 | ||||||||||||||||||||||||||||||
Salary Reduced | 450,000 | 360,000 | |||||||||||||||||||||||||||||||
Salary Bonus | 300,000 | ||||||||||||||||||||||||||||||||
Chief Executive Officer | Subsequent Event | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Salaries, Wages and Officers Compensation, Total | 450,000 | ||||||||||||||||||||||||||||||||
Salary Reduced | 400,000 | ||||||||||||||||||||||||||||||||
Consultant | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Stock issued during period shares for services | 30,000 | ||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | 33,000 | ||||||||||||||||||||||||||||||||
Stock-based compensation, stock option granted | 75,000 | 60,000 | |||||||||||||||||||||||||||||||
Common stock exercise price | $0.33 | $0.39 | |||||||||||||||||||||||||||||||
Number of shares immediately vest on date of grants | 150,000 | ||||||||||||||||||||||||||||||||
Non Employee Director Awards | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Accounts Payable and Accrued Liabilities, Total | 105,000 | 130,000 | |||||||||||||||||||||||||||||||
Board of Directors | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Salaries, Wages and Officers Compensation, Total | 80,000 | ||||||||||||||||||||||||||||||||
Compensation Paid To Directors Aggregate Amount | 30,000 | ||||||||||||||||||||||||||||||||
Compensation Paid To Directors Instalment Amount | 50,000 | ||||||||||||||||||||||||||||||||
Share Based Compensation | 96,250 | ||||||||||||||||||||||||||||||||
Employees and Directors | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Grant date value | 15,000 | ||||||||||||||||||||||||||||||||
Stock issued during period, value, issued for services | 5,000 | ||||||||||||||||||||||||||||||||
Stock-based compensation, stock option granted | 36,786 | 5,950,000 | 2,415,000 | ||||||||||||||||||||||||||||||
Common stock exercise price | $0.33 | ||||||||||||||||||||||||||||||||
Monthly Payments under Consulting Agreements | 10,000 | ||||||||||||||||||||||||||||||||
Employees and Directors | Minimum | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Common stock exercise price | 0.53 | ||||||||||||||||||||||||||||||||
Employees and Directors | Maximum | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Common stock exercise price | 0.65 | ||||||||||||||||||||||||||||||||
Business Advisory Services | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Stock-based compensation, stock option granted | 300,000 | ||||||||||||||||||||||||||||||||
Business Advisory Services | Extension 1 | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||
Marketing Consulting Services | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Warrant issued for the purchase of common stock | 250,000 | ||||||||||||||||||||||||||||||||
Exercise price of warrant | $1 | ||||||||||||||||||||||||||||||||
Marketing Consulting Services | Consultant | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Contractual Obligation | 65,000 | ||||||||||||||||||||||||||||||||
Consulting Expense In Shares | 500,000 | ||||||||||||||||||||||||||||||||
Business Advisory Services Immediately Vesting | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Consulting expense | 75,000 | ||||||||||||||||||||||||||||||||
16-Aug-15 | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Number of shares vest on first anniversary of date of grant | 150,000 | ||||||||||||||||||||||||||||||||
16-Aug-16 | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Number of shares vest on second anniversary of date of grant | 150,000 | ||||||||||||||||||||||||||||||||
Assignment Agreement | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Cash payment in exchange for patents | 15,000 | ||||||||||||||||||||||||||||||||
Percentage of royalty agreed to be paid | 5.00% | ||||||||||||||||||||||||||||||||
Royalty Period | 20 years | ||||||||||||||||||||||||||||||||
Research and Development Arrangement | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Cash payment in exchange for patents | 500,000 | ||||||||||||||||||||||||||||||||
Percentage of royalty agreed to be paid | 5.00% | ||||||||||||||||||||||||||||||||
Royalty Period | 20 years | ||||||||||||||||||||||||||||||||
Research and Development Expense | 264,000 | 500,000 | |||||||||||||||||||||||||||||||
Professional Fees | 323,336 | 208,335 | |||||||||||||||||||||||||||||||
Accrued Professional Fees | 104,168 | ||||||||||||||||||||||||||||||||
Gain On Settlement Related To Agreement | 166,668 | ||||||||||||||||||||||||||||||||
Agreement Expiration Date | 14-Jun-15 | ||||||||||||||||||||||||||||||||
Research and Development Arrangement | Minimum | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Fees payable for services per month | 20,000 | ||||||||||||||||||||||||||||||||
Research and Development Arrangement | Maximum | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Fees payable for services per month | 41,667 | ||||||||||||||||||||||||||||||||
Marketing Consulting Services Agreement | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | ||||||||||||||||||||||||||||||||
Consulting expense | 82,500 | 120,000 | |||||||||||||||||||||||||||||||
Marketing Consulting Services Agreement | Warrant [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Grant date value | 37,500 | ||||||||||||||||||||||||||||||||
Marketing Consulting Services Agreement | Common Stock [Member] | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Grant date value | 110,000 | ||||||||||||||||||||||||||||||||
Business Advisory Services | Extension 1 | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Warrant issued for the purchase of common stock | 250,000 | ||||||||||||||||||||||||||||||||
Exercise price of warrant | $1 | ||||||||||||||||||||||||||||||||
Grant date value | 37,500 | ||||||||||||||||||||||||||||||||
Additional Monthly Fee For Services Rendered | 16,667 | ||||||||||||||||||||||||||||||||
Business Advisory Services | Extension 2 | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Warrant issued for the purchase of common stock | 100,000 | ||||||||||||||||||||||||||||||||
Exercise price of warrant | $0.50 | ||||||||||||||||||||||||||||||||
Grant date value | 17,000 | ||||||||||||||||||||||||||||||||
Additional Monthly Fee For Services Rendered | 15,000 | ||||||||||||||||||||||||||||||||
Consulting expense | 150,000 | 120,000 | |||||||||||||||||||||||||||||||
Chief Executive Officer Employment Agreements | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Restructuring Reserve, Current | 175,000 | ||||||||||||||||||||||||||||||||
Scientific Advisory Services | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Grant date value | 5,860 | 47,960 | 45,900 | ||||||||||||||||||||||||||||||
Warrant exercisable term | 10 years | 5 years | 10 years | 5 years | 10 years | ||||||||||||||||||||||||||||
Recognized granted fair value award | 2,056 | ||||||||||||||||||||||||||||||||
Total options granted | 300,000 | 25,000 | 100,000 | 5,000 | 60,000 | ||||||||||||||||||||||||||||
Stock options granted exercise price per share | $0.28 | $0.50 | $1 | $1 | $1.50 | ||||||||||||||||||||||||||||
Number of shares immediately vest on date of grants | 81,000 | 5,000 | 30,000 | ||||||||||||||||||||||||||||||
Number of shares vest on first anniversary of date of grant | 12,500 | 50,000 | |||||||||||||||||||||||||||||||
Number of shares vest on second anniversary of date of grant | 12,500 | 50,000 | 30,000 | ||||||||||||||||||||||||||||||
Other | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Warrant issued for the purchase of common stock | 10,000 | 100,000 | 10,000 | 100,000 | |||||||||||||||||||||||||||||
Grant date value | 1,500 | 16,770 | 6,600 | 59,000 | |||||||||||||||||||||||||||||
Warrant exercisable term | 5 years | 5 years | 3 years | 5 years | |||||||||||||||||||||||||||||
Additional vested common stock shares | 474,373 | 129,537 | |||||||||||||||||||||||||||||||
Additional Vested Common Stock Value | 159,837 | 77,555 | |||||||||||||||||||||||||||||||
Warrants exercise price | $0.75 | $2 | $1.50 | $4 | |||||||||||||||||||||||||||||
Stem Cell Treatment Company | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Monthly Payments for Leasing | 100 | ||||||||||||||||||||||||||||||||
Payments for Leasing Per Day | 3,750 | ||||||||||||||||||||||||||||||||
Melville Lease | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Number of shares called by warrants | 142,100 | ||||||||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.50 | ||||||||||||||||||||||||||||||||
Land Subject to Ground Leases | 6,800 | ||||||||||||||||||||||||||||||||
Land Lease Term | 63 months | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 284,200 | ||||||||||||||||||||||||||||||||
Description Of Leasing Arrangement Consideration | (i) $60,000 towards the leasehold improvements of the leased premises and (ii) $11,050 of prepaid rent for the fifth month of the lease. | ||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 71,050 | ||||||||||||||||||||||||||||||||
Leasehold Improvements, Gross | 60,000 | ||||||||||||||||||||||||||||||||
Prepaid Rent | 11,050 | ||||||||||||||||||||||||||||||||
Security Deposit | 45,900 | ||||||||||||||||||||||||||||||||
Melville Lease | Minimum | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Accrued Rent | 132,600 | ||||||||||||||||||||||||||||||||
Melville Lease | Maximum | |||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Line Items] | |||||||||||||||||||||||||||||||||
Accrued Rent | $149,260 |
Stockholders_Deficiency_Additi
Stockholders' Deficiency - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 6 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||||
Aug. 13, 2014 | Feb. 20, 2014 | Nov. 27, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 04, 2013 | Dec. 30, 2014 | Nov. 17, 2014 | Oct. 27, 2014 | Oct. 23, 2014 | Mar. 12, 2014 | Sep. 24, 2014 | Jun. 16, 2014 | Dec. 19, 2014 | Apr. 15, 2013 | 8-May-14 | Jan. 01, 2015 | Feb. 18, 2014 | |
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Stock issued (in shares) | 550,000 | |||||||||||||||||
Sales of common stock and warrants for cash | $2,605,000 | $905,000 | ||||||||||||||||
Warrants to purchase common stock | 2,330,693 | 403,590 | ||||||||||||||||
Warrants aggregate grant date fair value | 389,608 | 224,313 | ||||||||||||||||
Share granted vested | 490,000 | 831,669 | ||||||||||||||||
Weighted average estimated fair value of stock options granted | $0.27 | $0.26 | ||||||||||||||||
Stock-based compensation, stock option granted | 500,000 | 10,575,000 | 1,145,000 | |||||||||||||||
Stock-based compensation, stock options granted, exercise price | $0.32 | $0.41 | $0.68 | |||||||||||||||
Common stock, Authorized | 200,000,000 | 200,000,000 | 20,000,000 | 100,000,000 | ||||||||||||||
Common stock, par value | $0.00 | $0.00 | ||||||||||||||||
Preferred stock, Authorized | 5,000,000 | 5,000,000 | 1,000,000 | |||||||||||||||
Preferred stock, par value | $0.01 | $0.01 | ||||||||||||||||
Proceeds from Warrant Exercises | 113,000 | 505,809 | ||||||||||||||||
Warrant modification charge | 50,035 | 214,912 | ||||||||||||||||
Warrant redemption terms | The terms of the newly issued warrant permit the Company to redeem the new warrant for a total of $1.00 if the common stock of the Company trades above $1.25 for five consecutive trading days. | |||||||||||||||||
Received non-interest bearing advances from officer | 60,055 | |||||||||||||||||
Repayments Short Term Advances | 60,055 | |||||||||||||||||
Debt Instrument, Face Amount | 4,000,000 | 7,500 | ||||||||||||||||
Bermuda Lender [Member] | Research and Development Arrangement [Member] | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Debt Instrument Prepayments of Debt | 266,297 | |||||||||||||||||
Debt Instrument, Face Amount | 177,237 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Common stock, Authorized | 200,000,000 | |||||||||||||||||
Preferred stock, Authorized | 5,000,000 | |||||||||||||||||
Debt Instrument, Face Amount | 50,000 | |||||||||||||||||
Warrant Exercise And Reload Program [Member] | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Warrants exercise price | 0.3 | |||||||||||||||||
Exercise price of redeemable warrant to be issued | 0.75 | |||||||||||||||||
Warrants excluded from computation of weighted average price of warrants granted | 376,667 | |||||||||||||||||
Exercise Price Dollor One Point Five Zero | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Warrants excluded from computation of weighted average price of warrants granted | 700,000 | |||||||||||||||||
Share based compensation shares authorized under stock option plans exercise price | $1.50 | |||||||||||||||||
Exercise Price Dollor One Point Five Zero | Warrant Exercise And Reload Program [Member] | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Warrants excluded from computation of weighted average price of warrants granted | 1,686,029 | |||||||||||||||||
Exercise Price Dollor Zero Point Three Zero | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Warrants excluded from computation of weighted average price of warrants granted | 376,667 | 1,686,029 | ||||||||||||||||
Legal Counsel | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued | 50,000 | 150,000 | ||||||||||||||||
Grant date fair value | 12,500 | 33,000 | ||||||||||||||||
Treasury Stock [Member] | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Proceeds from Warrant Exercises | 0 | 0 | ||||||||||||||||
Warrant modification charge | 0 | 0 | ||||||||||||||||
First Anniversary Of Grant Date | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Share granted vested | 490,000 | |||||||||||||||||
Second Anniversary of Grant Date | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Share granted vested | 1,589,331 | |||||||||||||||||
Employee | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Stock-based compensation, stock option granted | 100,000 | |||||||||||||||||
Stock-based compensation, stock options granted, exercise price | $0.33 | |||||||||||||||||
Stock-based compensation, stock options granted, grant date fair value | 31,600 | |||||||||||||||||
Advisor | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Stock-based compensation, stock option granted | 250,000 | |||||||||||||||||
Stock-based compensation, stock options granted, exercise price | $0.34 | |||||||||||||||||
Stock-based compensation, stock options granted, grant date fair value | 78,500 | |||||||||||||||||
Employees and Directors | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Stock-based compensation, stock option granted | 36,786 | 5,950,000 | 2,415,000 | |||||||||||||||
Stock-based compensation, stock options granted, exercise price | $0.33 | |||||||||||||||||
Stock-based compensation, stock options granted, grant date fair value | 1,710,400 | |||||||||||||||||
Employees, Directors and an Advisor | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Stock-based compensation, stock option granted | 980,000 | |||||||||||||||||
Stock-based compensation, stock options granted, exercise price | $0.60 | |||||||||||||||||
Consultant [Member] | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Stock-based compensation, stock option granted | 75,000 | 60,000 | ||||||||||||||||
Stock-based compensation, stock options granted, exercise price | $0.33 | $0.39 | ||||||||||||||||
Stock-based compensation, stock options granted, grant date fair value | 20,100 | 18,600 | ||||||||||||||||
Warrants | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Weighted average estimated fair value of stock warrants granted, per share | $0.17 | $0.36 | ||||||||||||||||
Warrants | Warrant Exercise And Reload Program [Member] | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Warrants exercise price | $0.30 | $0.30 | ||||||||||||||||
Stock Options | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Stock-based compensation expense | 874,193 | 647,815 | ||||||||||||||||
Unrecognized stock-based compensation expense | 2,328,885 | |||||||||||||||||
Employee Service Share-Based Compensation, Nonvested Awards, Total Compensation Cost Not Yet Recognized, Period For Recognition | 2 years 7 months 6 days | |||||||||||||||||
Consultant Awards | Warrants | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Stock-based compensation expense | 185,266 | 26,777 | ||||||||||||||||
Consultant Awards | Non Employee Stock Options | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Stock-based compensation expense | 448,189 | |||||||||||||||||
Employee Awards | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Stock-based compensation, stock options granted, grant date fair value | $199,921 | 566,483 | ||||||||||||||||
Equity Participation Plan 2010 | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Common stock, Authorized | 20,000,000 | 100,000,000 | ||||||||||||||||
Common Stock | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Stock issued (in shares) | 8,671,983 | 840,589 | ||||||||||||||||
Minimum | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Shares issued, per share | $0.25 | $0.85 | ||||||||||||||||
Warrants exercise price | $0.30 | $1.50 | ||||||||||||||||
Estimated Forfeitures Related To Option Grants Annual Rate | 0.00% | 0.00% | ||||||||||||||||
Minimum | Employees and Directors | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Stock-based compensation, stock options granted, exercise price | 0.53 | |||||||||||||||||
Minimum | Equity Participation Plan 2010 | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Common stock, Authorized | 6,000,000 | |||||||||||||||||
Maximum | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Shares issued, per share | $0.45 | $1.50 | ||||||||||||||||
Warrants exercise price | $0.75 | $4 | ||||||||||||||||
Estimated Forfeitures Related To Option Grants Annual Rate | 5.00% | 5.00% | ||||||||||||||||
Maximum | Employees and Directors | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Stock-based compensation, stock options granted, exercise price | 0.65 | |||||||||||||||||
Maximum | Equity Participation Plan 2010 | ||||||||||||||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||||||||||||||
Common stock, Authorized | 12,000,000 |
BlackScholes_Option_Pricing_Mo
Black-Scholes Option Pricing Model to Warrant Granted, Weighted Average Assumptions (Detail) (Warrants) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 0.39% | 0.34% |
Expected term (years) | 1 year 11 months 16 days | 3 years |
Expected volatility | 116.00% | 132.00% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 2.20% | 1.68% |
Expected term (years) | 5 years | 5 years |
Expected volatility | 122.00% | 135.00% |
Summary_of_Warrant_Activity_De
Summary of Warrant Activity (Detail) (Warrants, USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | |||
Warrants | ||||
Number of Warrants | ||||
Beginning Balance | 4,795,890 | 3,334,800 | ||
Granted | 3,849,460 | 3,147,119 | ||
Exercised | -376,667 | -1,686,029 | ||
Forfeited | -20,000 | 0 | ||
Ending Balance | 8,248,683 | 4,795,890 | ||
Exercisable | 7,548,683 | |||
Weighted Average Exercise Price | ||||
Beginning Balance | $1.39 | $1.69 | ||
Granted | $0.70 | $1.56 | ||
Exercised | $0.30 | [1] | $0.30 | [1] |
Forfeited | $0.50 | $0 | ||
Ending Balance | $0.90 | $1.39 | ||
Exercisable | $0.84 | |||
Weighted Average Remaining Life In Years | ||||
Outstanding | 3 years 2 months 12 days | |||
Exercisable | 3 years 3 months 18 days | |||
Aggregate Intrinsic Value | ||||
Outstanding | $0 | |||
Exercisable | $0 | |||
[1] | During the year ended December 31, 2013, warrants to purchase an aggregate of 1,686,029 shares of common stock, with original exercise prices ranging from $1.50 to $4.00 per share, had their exercise prices reduced to $0.30 per share pursuant to the Warrant Exercise and Reload Program. During the year ended December 31, 2014, warrants to purchase an aggregate of 376,667 shares of common stock, with original exercise prices ranging from $1.50 to $4.00 per share, had their exercise prices reduced to $0.30 per share pursuant to the Warrant Exercise and Reload Program. |
Summarized_Information_Related
Summarized Information Related to Stock Warrants (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Number of Warrants | 8,248,683 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years 3 months 18 days | |
Warrants Exercisable, Exercisable Number of Warrants | 7,548,683 | [1] |
Exercise Price 1 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | 0.3 | |
Warrants Outstanding, Number of Warrants | 650,000 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 4 years 4 months 24 days | |
Warrants Exercisable, Exercisable Number of Warrants | 650,000 | |
Exercise Price 2 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | 0.4 | |
Warrants Outstanding, Number of Warrants | 200,000 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 4 years 10 months 24 days | |
Warrants Exercisable, Exercisable Number of Warrants | 200,000 | |
Exercise Price 3 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | 0.5 | |
Warrants Outstanding, Number of Warrants | 502,100 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 4 years 9 months 18 days | |
Warrants Exercisable, Exercisable Number of Warrants | 502,100 | |
Exercise Price 4 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | 0.53 | |
Warrants Outstanding, Number of Warrants | 380,000 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years 4 months 24 days | |
Warrants Exercisable, Exercisable Number of Warrants | 380,000 | |
Exercise Price 5 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | 0.58 | |
Warrants Outstanding, Number of Warrants | 50,000 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 4 years 9 months 18 days | |
Warrants Exercisable, Exercisable Number of Warrants | 50,000 | |
Exercise Price 6 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | 0.75 | |
Warrants Outstanding, Number of Warrants | 4,043,389 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 9 months 18 days | |
Warrants Exercisable, Exercisable Number of Warrants | 4,043,389 | |
Exercise Price 7 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | 0.94 | |
Warrants Outstanding, Number of Warrants | 50,000 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 4 years 9 months 18 days | |
Warrants Exercisable, Exercisable Number of Warrants | 50,000 | |
Exercise Price 8 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | 1 | |
Warrants Outstanding, Number of Warrants | 550,000 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 4 years 4 months 24 days | |
Warrants Exercisable, Exercisable Number of Warrants | 550,000 | |
Exercise Price 9 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | 1.5 | |
Warrants Outstanding, Number of Warrants | 862,800 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 6 months | |
Warrants Exercisable, Exercisable Number of Warrants | 862,800 | |
Exercise Price 10 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | 1.75 | |
Warrants Outstanding, Number of Warrants | 20,000 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 3 months 18 days | |
Warrants Exercisable, Exercisable Number of Warrants | 20,000 | |
Exercise Price 11 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | 2 | |
Warrants Outstanding, Number of Warrants | 123,530 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years 10 months 24 days | |
Warrants Exercisable, Exercisable Number of Warrants | 123,530 | |
Exercise Price 12 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | 2.5 | |
Warrants Outstanding, Number of Warrants | 20,000 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 7 months 6 days | |
Warrants Exercisable, Exercisable Number of Warrants | 20,000 | |
Exercise Price 13 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | 3 | |
Warrants Outstanding, Number of Warrants | 36,864 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 3 years 3 months 18 days | |
Warrants Exercisable, Exercisable Number of Warrants | 36,864 | |
Exercise Price 14 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants Outstanding, Exercise Price | 4 | |
Warrants Outstanding, Number of Warrants | 60,000 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 2 years 9 months 18 days | |
Warrants Exercisable, Exercisable Number of Warrants | 60,000 | |
Exercise Price 15 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding, Exercise Price Description | Variable | |
Warrants Outstanding, Number of Warrants | 700,000 | |
Warrants Exercisable, Weighted Average Remaining Life In Years | 0 years | [1] |
Warrants Exercisable, Exercisable Number of Warrants | 0 | [1] |
[1] | Warrants to purchase 700,000 shares of common stock have an exercise price which is the greater of $1.50 per share or the fair market value of the common stock on the date certain performance criteria are met. Exercisability of warrants is subject to satisfaction of certain performance criteria which did not occur during the year ended December 31, 2014. |
BlackScholes_Option_Pricing_Mo1
Black-Scholes Option Pricing Model to Stock Option Granted, Weighted Average Assumptions (Detail) (Stock Options) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividends | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.50% | 1.13% |
Expected term (years) | 5 years | 5 years |
Expected volatility | 116.00% | 132.00% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 2.54% | 2.66% |
Expected term (years) | 10 years | 10 years |
Expected volatility | 122.00% | 135.00% |
Information_Related_to_Stock_O
Information Related to Stock Option Expense (Detail) (Stock Options, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Stock-based compensation expense | $874,193 | $647,815 | |
Unrecognized expense | 2,328,885 | ||
Weighted Average Amortization Period (Years) | 2 years 7 months 6 days | ||
Consulting | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Stock-based compensation expense | 365,825 | 160,894 | |
Unrecognized expense | 654,956 | ||
Weighted Average Amortization Period (Years) | 2 years 7 months 6 days | ||
Research and development | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Stock-based compensation expense | 328,740 | 251,758 | |
Unrecognized expense | 712,551 | [1] | |
Weighted Average Amortization Period (Years) | 2 years 6 months | ||
General and administrative | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Stock-based compensation expense | 179,628 | 235,163 | |
Unrecognized expense | $961,378 | ||
Weighted Average Amortization Period (Years) | 2 years 7 months 6 days | ||
[1] | Includes $448,189 of expense that is subject to non-employee mark-to-market adjustments. |
Summary_of_Stock_Option_Activi
Summary of Stock Option Activity (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |
Feb. 20, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Number of Options | |||
Outstanding | 5,043,000 | 4,018,000 | |
Granted | 500,000 | 10,575,000 | 1,145,000 |
Exercised | 0 | 0 | |
Forfeited | -34,000 | -120,000 | |
Outstanding | 15,584,000 | 5,043,000 | |
Exercisable | 6,371,502 | ||
Weighted Average Exercise Price | |||
Outstanding | $1.03 | $1.12 | |
Granted | $0.32 | $0.41 | $0.68 |
Exercised | $0 | $0 | |
Forfeited | $1.31 | $0.50 | |
Outstanding | $0.61 | $1.03 | |
Exercisable | $0.91 | ||
Weighted Average Remaining Life In Years | |||
Outstanding | 8 years 6 months | ||
Exercisable | 7 years 7 months 6 days | ||
Intrinsic Value | |||
Outstanding | $979,600 | ||
Exercisable | $45,600 |
Information_Related_to_Stock_O1
Information Related to Stock Options (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Options | 15,584,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 7 years 7 months 6 days |
Options Exercisable, Exercisable Number of Options | 6,371,502 |
Exercise Price 1 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.285 |
Options Outstanding, Number of Options | 900,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 9 years 6 months |
Options Exercisable, Exercisable Number of Options | 200,000 |
Exercise Price 2 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.32 |
Options Outstanding, Number of Options | 500,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 0 years |
Options Exercisable, Exercisable Number of Options | 0 |
Exercise Price 3 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.33 |
Options Outstanding, Number of Options | 6,125,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 4 years 8 months 12 days |
Options Exercisable, Exercisable Number of Options | 75,000 |
Exercise Price 4 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.34 |
Options Outstanding, Number of Options | 250,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 0 years |
Options Exercisable, Exercisable Number of Options | 0 |
Exercise Price 5 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.39 |
Options Outstanding, Number of Options | 60,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 4 years 6 months |
Options Exercisable, Exercisable Number of Options | 60,000 |
Exercise Price 6 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.5 |
Options Outstanding, Number of Options | 345,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 4 years 10 months 24 days |
Options Exercisable, Exercisable Number of Options | 332,500 |
Exercise Price 7 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.53 |
Options Outstanding, Number of Options | 40,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 9 years 2 months 12 days |
Options Exercisable, Exercisable Number of Options | 40,000 |
Exercise Price 8 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.6 |
Options Outstanding, Number of Options | 980,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 8 years 9 months 18 days |
Options Exercisable, Exercisable Number of Options | 980,000 |
Exercise Price 9 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 0.65 |
Options Outstanding, Number of Options | 2,675,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 9 years 1 month 6 days |
Options Exercisable, Exercisable Number of Options | 1,125,002 |
Exercise price 10 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 1 |
Options Outstanding, Number of Options | 131,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 8 years |
Options Exercisable, Exercisable Number of Options | 131,000 |
Exercise Price 11 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 1.05 |
Options Outstanding, Number of Options | 2,270,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 7 years 1 month 6 days |
Options Exercisable, Exercisable Number of Options | 2,270,000 |
Exercise Price 12 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 1.1 |
Options Outstanding, Number of Options | 5,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 2 years 4 months 24 days |
Options Exercisable, Exercisable Number of Options | 5,000 |
Exercise Price 13 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 1.2 |
Options Outstanding, Number of Options | 10,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 1 year 4 months 24 days |
Options Exercisable, Exercisable Number of Options | 10,000 |
Exercise Price 14 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 1.25 |
Options Outstanding, Number of Options | 43,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 1 year 10 months 24 days |
Options Exercisable, Exercisable Number of Options | 43,000 |
Exercise Price 15 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 1.4 |
Options Outstanding, Number of Options | 350,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 4 years 6 months |
Options Exercisable, Exercisable Number of Options | 200,000 |
Exercise price 16 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Exercise Price | 1.5 |
Options Outstanding, Number of Options | 900,000 |
Options Exercisable, Weighted Average Remaining Life In Years | 7 years 10 months 24 days |
Options Exercisable, Exercisable Number of Options | 900,000 |
Information_Related_to_Common_
Information Related to Common Stock Award Expense (Detail) (Common Stock Award, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Stock-based compensation expense | $300,837 | $138,055 |
Unrecognized expense | 0 | |
Consulting | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Stock-based compensation expense | 276,500 | 111,351 |
Unrecognized expense | 0 | |
Research and development | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Stock-based compensation expense | 24,337 | 26,704 |
Unrecognized expense | $0 |
Summary_of_Common_Stock_Award_
Summary of Common Stock Award Activity (Detail) (Common Stock Award, USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Common Stock Award | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Beginning Balance | 0 | 0 |
Number of Shares, Granted | 1,943,747 | 239,537 |
Number of Shares, Vested | -1,943,747 | -239,537 |
Numberof Shares, Forfeited | 0 | 0 |
Number of Shares, Ending Balance | 0 | 0 |
Weighted Average Grant Date Fair Value, Beginning Balance | $0 | $0 |
Weighted Average Grant Date Fair Value, Granted | $0.26 | $0.58 |
Weighted Average Grant Date Fair Value, Vested | ($0.26) | $0.58 |
Weighted Average Grant Date Fair Value, Forfeited | $0 | $0 |
Weighted Average Grant Date Fair Value, Ending Balance | $0 | $0 |
Total Grant Date Fair Value, Beginning Balance | $0 | $0 |
Total Grant Date Fair Value, Granted | 511,886 | 138,055 |
Total Grant Date Fair Value, Vested | -511,886 | -138,055 |
Total Grant Date Fair Value, Forfeited | 0 | 0 |
Total Grant Date Fair Value, Ending Balance | $0 | $0 |
Subsequent_Events_Additional_I
Subsequent Events- Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||||
Mar. 09, 2015 | Jan. 23, 2015 | Oct. 07, 2014 | Aug. 13, 2014 | Feb. 20, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 26, 2013 | Feb. 09, 2015 | Mar. 12, 2014 | Sep. 24, 2014 | Jul. 23, 2014 | Jun. 16, 2014 | Dec. 02, 2014 | 2-May-14 | Dec. 18, 2013 | |
Subsequent Event [Line Items] | ||||||||||||||||
Warrants Issued During Period, Number of Warrants | 100,000 | |||||||||||||||
Warrants Issued During Period, Exercise Price | $0.47 | |||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 500,000 | 10,575,000 | 1,145,000 | |||||||||||||
Share-Based Compensation Arrangements By Share-Based Payment Award, Options, Grants In Period, Weighted Average Exercise Price | $0.32 | $0.41 | $0.68 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 550,000 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $48,388 | |||||||||||||||
Debt Instrument, Face Amount | 4,000,000 | 7,500 | ||||||||||||||
Received non-interest bearing advances from officer | 60,055 | |||||||||||||||
Repayments Short Term Advances | 60,055 | |||||||||||||||
Severance Payment | 125,000 | |||||||||||||||
Bermuda Lender [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 600,000 | |||||||||||||||
Stock Issued During Period, Value, New Issues | 480,000 | |||||||||||||||
Bermuda Lender [Member] | Research and Development Arrangement [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt Instrument Prepayments of Debt | 266,297 | |||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 500,000 | |||||||||||||||
Share-Based Compensation Arrangements By Share-Based Payment Award, Options, Grants In Period, Weighted Average Exercise Price | $0.46 | |||||||||||||||
Warrants Issue One [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants Issued During Period, Number of Warrants | 100,000 | |||||||||||||||
Warrants Issue Two [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants Issued During Period, Number of Warrants | 280,000 | |||||||||||||||
Warrants Issue Three [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants Issued During Period, Number of Warrants | 20,000 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 105,000 | |||||||||||||||
Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 90,000 | |||||||||||||||
Consultant | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 75,000 | 60,000 | ||||||||||||||
Share-Based Compensation Arrangements By Share-Based Payment Award, Options, Grants In Period, Weighted Average Exercise Price | $0.33 | $0.39 | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 30,000 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | 33,000 | |||||||||||||||
Exchangeable Notes Payable | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument, interest rate, stated percentage | 10.00% | 12.00% | 12.00% | |||||||||||||
Debt Instrument, Increase, Accrued Interest | 3,646 | |||||||||||||||
Exchangeable Notes Payable | Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $0.22 | |||||||||||||||
Exchangeable Notes Payable | Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $0.19 | |||||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,000 | |||||||||||||||
Notes Payable | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 13,565 | |||||||||||||||
Notes Payable | Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $0.28 | |||||||||||||||
Notes Payable | Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $0.14 | |||||||||||||||
Chief Medical Advisor [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 300,000 | |||||||||||||||
Share-Based Compensation Arrangements By Share-Based Payment Award, Options, Grants In Period, Weighted Average Exercise Price | $0.65 | |||||||||||||||
Subsequent Event | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | |||||||||||||||
Sale of Stock, Price Per Share | $0.25 | |||||||||||||||
Debt Instrument, Face Amount | 50,000 | |||||||||||||||
Proceeds from Convertible Debt | 30,000 | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $0.10 | |||||||||||||||
Debt Instrument Percentage For Fair Value | 55.00% | |||||||||||||||
Debt Instrument, Increase, Accrued Interest | 5,984 | |||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 222,245 | |||||||||||||||
Warrant Issued To Purchase Common Stock | 80,000 | |||||||||||||||
Investment Warrants, Exercise Price | $0.75 | |||||||||||||||
Subsequent Event | In Process Research and Development [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Payments for (Proceeds from) Other Investing Activities | 177,234 | |||||||||||||||
Subsequent Event | Japanese Pharmaceutical Company [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Payments for (Proceeds from) Other Investing Activities | 50,000 | |||||||||||||||
Subsequent Event | Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants Issued During Period, Exercise Price | $0.75 | |||||||||||||||
Subsequent Event | Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants Issued During Period, Exercise Price | $0.40 | |||||||||||||||
Subsequent Event | Chief Executive Officer [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Annual Salary | 400,000 | |||||||||||||||
Description for annual bonus of each year | The CEO is entitled to receive an annual bonus for 2015 equal to 50% of his annual base salary and an annual bonus for the years 2016 and 2017 equal to 50% of his annual base salary | |||||||||||||||
Description for Chief Executive Officer receive severance amount one | the CEO would be entitled to receive severance in an amount equal to one time his then annual base salary and certain benefits, plus $100,000 (in lieu of bonus). | |||||||||||||||
Description for Chief Executive Officer receive severance amount two | the CEO would be entitled to receive severance in an amount equal to one and one-half times his then annual base salary and certain benefits, plus $300,000 (in lieu of bonus). | |||||||||||||||
Subsequent Event | Investors [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants Issued During Period, Number of Warrants | 850,833 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,703,333 | |||||||||||||||
Stock Issued During Period, Value, New Issues | 801,000 | |||||||||||||||
Subsequent Event | Investors [Member] | Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Sale of Stock, Price Per Share | $0.30 | |||||||||||||||
Subsequent Event | Investors [Member] | Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Sale of Stock, Price Per Share | $0.25 | |||||||||||||||
Subsequent Event | Consultants [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 270,295 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $73,528 | |||||||||||||||
Subsequent Event | Consultants [Member] | Immediately Vesting [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 12,500 | |||||||||||||||
Subsequent Event | Consultants [Member] | Vesting Over One Year [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 12,500 | |||||||||||||||
Subsequent Event | Consultants [Member] | Vesting Over Three Months [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 75,000 |