Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Jun. 30, 2014 | Aug. 05, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Entity Registrant Name | 'Arch Therapeutics, Inc. | ' |
Entity Central Index Key | '0001537561 | ' |
Current Fiscal Year End Date | '--09-30 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'ARTH | ' |
Entity Common Stock, Shares Outstanding | ' | 72,076,487 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
Current assets: | ' | ' |
Cash and cash equivalents | $1,802,524 | $557,319 |
Promissory note receivable | 0 | 1,000,000 |
Prepaid expenses and other current assets | 32,206 | 19,629 |
Total current assets | 1,834,730 | 1,576,948 |
Long-term assets: | ' | ' |
Property and equipment, net | 0 | 322 |
Other Assets | 0 | 10,062 |
Total long-term assets | 0 | 10,384 |
Total assets | 1,834,730 | 1,587,332 |
Current liabilities: | ' | ' |
Accounts payable | 166,011 | 314,769 |
Accrued expenses and other liabilities | 216,110 | 140,840 |
Current derivative liabilities | 3,078,000 | 0 |
Total current liabilities | 3,460,121 | 455,609 |
Long-term liabilities: | ' | ' |
Note payable | 953,002 | 944,707 |
Accrued interest, net of current portion | 75,000 | 0 |
Derivative liabilities, net of current portion | 5,244,000 | 0 |
Total long-term liabilities | 6,272,002 | 944,707 |
Total liabilities | 9,732,123 | 1,400,316 |
Commitments and contingencies | ' | ' |
Stockholders’ (deficit) equity: | ' | ' |
Common stock, $0.001 par value, 300,000,000 shares authorized, 72,076,487 and 60,145,237 shares issued and outstanding as of June 30, 2014 and September 30, 2013, respectively | 72,001 | 60,145 |
Additional paid in capital | 5,440,314 | 4,758,742 |
Deficit accumulated during the development stage | -13,409,708 | -4,631,871 |
Total stockholders’ (deficit) equity | -7,897,393 | 187,016 |
Total liabilities and stockholders' (deficit) equity | $1,834,730 | $1,587,332 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares Issued | 72,076,487 | 60,145,237 |
Common Stock, Shares Outstanding | 72,076,487 | 60,145,237 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 100 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | |
Other Revenues | $0 | $0 | $0 | $0 | $431,461 |
Operating expenses: | ' | ' | ' | ' | ' |
General and administrative expenses | 825,951 | 451,046 | 2,271,443 | 721,565 | 5,819,918 |
Research and development expenses | 320,345 | 43,750 | 951,101 | 62,356 | 1,931,341 |
Total operating expenses | 1,146,296 | 494,796 | 3,222,544 | 783,921 | 7,751,259 |
Operating loss | -1,146,296 | -494,796 | -3,222,544 | -783,921 | -7,319,798 |
Other (expense) income: | ' | ' | ' | ' | ' |
Interest expense | -27,763 | -19,596 | -83,293 | -108,384 | -671,887 |
Loss on issuance of warrants | 0 | 0 | -7,541,693 | 0 | -7,541,693 |
Adjustment to fair value of derivative | 1,584,818 | 0 | 2,069,693 | 0 | 2,069,693 |
Other income | 0 | 32 | 0 | 51 | 53,977 |
Total other expense | 1,557,055 | -19,564 | -5,555,293 | -108,333 | -6,089,910 |
Net Income (Loss) | $410,759 | ($514,360) | ($8,777,837) | ($892,254) | ($13,409,708) |
Basic earnings per share | ' | ' | ' | ' | ' |
Net Income (loss) | $0.01 | ($0.06) | ($0.13) | ($0.13) | ' |
Weighted Common Shares - Basic | 71,949,564 | 8,549,322 | 65,933,378 | 6,613,249 | ' |
Diluted Eanings per share | ' | ' | ' | ' | ' |
Net Income (loss) | $0.01 | ($0.06) | ($0.13) | ($0.13) | ' |
Weighted Common Shares - Diluted | 72,084,748 | 8,549,322 | 65,933,378 | 6,613,249 | ' |
Consolidated_Statement_of_Cash
Consolidated Statement of Cash Flows (USD $) | 9 Months Ended | 100 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($8,777,837) | ($892,254) | ($13,409,708) |
Adjustments to reconcile net loss to cash used in operating activities: | ' | ' | ' |
Depreciation expense | 322 | 847 | 18,693 |
Other noncash adjustments | 92,500 | 2,859 | 98,252 |
Stock-based compensation | 748,600 | 0 | 1,036,527 |
Noncash interest expense on notes payable | 83,295 | 0 | 83,295 |
Noncash interest expense on convertible notes payable | 0 | 82,147 | 441,253 |
Noncash interest expense on notes payable to related party | 0 | 25,599 | 142,057 |
Repayment of accrued interest to related party | 0 | -98,288 | -98,288 |
Non cash expense for issuance of warrants | 5,472,000 | 0 | 5,472,000 |
Issuance of common stock for services | 77,625 | 0 | 77,878 |
(Increase) decrease in: | ' | ' | ' |
Prepaid expenses and other current assets | -2,515 | 2,187 | -22,144 |
Other Assets | 0 | 0 | -10,062 |
Increase (decrease) in: | ' | ' | ' |
Accounts payable | -148,758 | 49,122 | 166,011 |
Accrued expenses and other liabilities | 75,270 | 62,211 | 216,110 |
Net cash used in operating activities | -2,379,498 | -765,570 | -5,788,126 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of property and equipment | 0 | 0 | -19,053 |
Net cash used in investing activities | 0 | 0 | -19,053 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from issuance of common stock and warrants | 2,624,703 | 1,250,000 | 4,624,703 |
Repayment of notes payable to related party | 0 | -275,200 | -275,200 |
Proceeds from issuance of notes payable to related party | 0 | 0 | 275,200 |
Proceeds from issuance of convertible notes payable to related party | 0 | 0 | 105,000 |
Proceeds from issuance of convertible notes payable | 0 | 250,000 | 1,880,000 |
Proceeds from issuance of notes payable | 1,000,000 | 0 | 1,000,000 |
Net cash provided by financing activities | 3,624,703 | 1,224,800 | 7,609,703 |
Net increase in cash and cash equivalents | 1,245,205 | 459,230 | 1,802,524 |
Cash and cash equivalents, beginning of period | 557,319 | 17,139 | 0 |
Cash and cash equivalents, end of period | 1,802,524 | 476,369 | 1,802,524 |
Cash paid during the period for: | ' | ' | ' |
Interest | 0 | 98,288 | 98,288 |
Income taxes | 0 | 0 | 0 |
Debt with warrants issued for promissory note receivable | 0 | 0 | 1,000,000 |
Exchange of convertible notes and related accrued interest for common stock | $0 | $0 | $2,470,022 |
BASIS_OF_PRESENTATION_AND_DESC
BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS | 9 Months Ended | ||
Jun. 30, 2014 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||
BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS | ' | ||
1 | BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS | ||
Organization and Description of Business | |||
Arch Therapeutics, Inc., (together with its subsidiary, the “Company”) was incorporated under the laws of the State of Nevada on September 16, 2009, under the name “Almah, Inc.” to pursue the business of distributing automobile spare parts online. Effective June 26, 2013, the Company completed a merger (the “Merger”) with Arch Biosurgery, Inc. (formerly known as Arch Therapeutics, Inc.), a Massachusetts corporation (“ABS”), and Arch Acquisition Corporation (“Merger Sub”), the Company’s wholly owned subsidiary formed for the purpose of the transaction, pursuant to which Merger Sub merged with and into ABS and ABS thereby became the wholly owned subsidiary of the Company. As a result of the acquisition of ABS, the Company abandoned its prior business plan and has changed its operations to the business of a life science medical device company. Subsequent to the Merger, we relocated our principal office to Wellesley, Massachusetts. | |||
For financial reporting purposes, the Merger represents a “reverse merger” rather than a business combination and ABS is deemed to be the accounting acquirer in the transaction and the predecessor of Arch. Consequently, the assets, liabilities, deficit accumulated during the development stage and the historical operations that are reflected in the Company’s consolidated financial statements are those of ABS. All share information has been restated to reflect the effects of the Merger. The Company’s financial information has been consolidated with that of ABS after consummation of the Merger on June 26, 2013, and the historical financial statements of the Company before the Merger have been replaced with the historical financial statements of ABS before the Merger in this report and will be so replaced in all future filings with the SEC that require financial statements to be included. | |||
ABS was incorporated under the laws of Commonwealth of Massachusetts on March 6, 2006, as Clear Nano Solutions, Inc. On April 7, 2008, ABS changed its name to Arch Therapeutics, Inc. Effective upon the closing of the Merger, ABS changed its name from Arch Therapeutics, Inc. to Arch Biosurgery, Inc. | |||
The Company is in the development stage, has generated no operating revenues to date, and is devoting substantially all of its efforts toward product research and development. The Company has incurred losses of $13,409,708 since inception. To date, the Company has principally raised capital through borrowings and the issuance of convertible debt and units consisting of common stock and warrants. | |||
The Company expects to incur substantial expenses for the foreseeable future relating to the research, development and commercialization of its potential products. The Company does not have sufficient cash and cash equivalents to support its current operating plan. The Company will be required to raise additional capital, obtain alternative means of financial support, or both, in order to continue to fund operations. However, there can be no assurance that the Company will be successful in securing additional resources when needed on terms acceptable to the Company, if at all. Therefore, there exists substantial doubt about the Company’s ability to continue as a going concern. The unaudited interim consolidated financial statements do not include any adjustments that might be necessary despite this uncertainty. | |||
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | |
Jun. 30, 2014 | ||
Accounting Policies [Abstract] | ' | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |
2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The interim consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly our results of operations and financial position for the interim periods. | ||
Although we believe that the disclosures in these unaudited interim consolidated financial statements are adequate to make the information presented not misleading, certain information normally included in the footnotes prepared in accordance with US GAAP has been omitted as permitted by the rules and regulations of the Securities and Exchange Commission (“SEC”). These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K/A for the fiscal year ended September 30, 2013, filed with the SEC on May 1, 2014. | ||
For a complete summary of our significant accounting policies, please refer to Note 2 included in Item 8 of our Form 10-K/A for the fiscal year ended September 30, 2013. There have been no material changes to our significant accounting policies during the nine months ended June 30, 2014. | ||
Basis of Accounting | ||
The Company is in the development stage and is devoting substantially all of its efforts to developing technologies, raising capital, establishing customer and vendor relationships, and recruiting new employees. Accordingly, the accompanying consolidated financial statements are presented under the development stage accounting provisions of the Financial Accounting Standards Board (“FASB”). | ||
Use of Estimates | ||
Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. | ||
Recently Issued Accounting Guidance | ||
Accounting Standards Update (ASU) 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” was issued by the FASB in June 2014. Due to the fact that we are a development stage company, we currently include inception-to-date information, and certain disclosures required under U.S. GAAP in our financial statements. The amendments in this ASU (2014-10) remove all incremental financial reporting requirements from U.S. GAAP for development stage companies. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014 and December 15, 2015. Early adoption is permitted. We have not yet adopted the changes. The amendments when adopted will be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively to all unrecognized tax benefits that exist at the effective date. | ||
Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers (Topic 606) was issued by the FASB in May 2014. The primary purpose of the ASU is to develop a common revenue standard for revenue recognition between the FASB and the International Accounting Standards Board (IASB). The ASU removes inconsistencies and weaknesses in revenue requirements, provides a more robust framework for addressing revenue issues, improves comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, among other items. We are a development stage company and do not currently generate revenue. | ||
In April 2014, ASU (ASU) No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, was issued. The Amendment in this update changes the criteria for reporting discontinued operations and requires additional disclosures about discontinued operations. ASU 2014-08 requires that an entity report as a discontinued operation only a disposal that represents a strategic shift in operations that has a major effect on its operations and financial results. ASU 2014-08 is effective for public business entities for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2014. Early adoption is permitted, but only for a disposal (or classification as held for sale) that has not been reported in financial statements previously issued or made available for issuance. The ASU must be applied prospectively. The Company is currently assessing the impact of this guidance, but does not believe that it will have a material impact on its consolidated results of operations or financial position. | ||
Accounting Standards Update (ASU) 2013-11, “Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” was issued by the FASB in July 2013. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this ASU has not had a material impact on the Company’s consolidated financial statements. | ||
Correction of an Immaterial Error | ||
In connection with comments received from the SEC on April 18, 2014, with respect to a registration statement filed on Form S-1 on March 21, 2014, the Company identified errors in the presentation of issuances of stock and warrants in the consolidated statements of changes in stockholders’ equity (deficit) and presentation matters in the consolidated statements of cash flows, as well as related footnotes. | ||
The Company assessed the materiality of these errors for each period presented in accordance with the guidance in Accounting Standards Codification (ASC) Topic 250, “Accounting Changes and Error Corrections,” and ASC Topic 250-10-S99-1, “Assessing Materiality”, and determined that the errors were immaterial to the consolidated financial statements taken as a whole. The Company has revised its consolidated statements of changes in stockholders’ equity (deficit) and cash flows, as well as related footnotes as of and for the year ended September 30, 2013, and for the period from inception (March 6, 2006) through June 30, 2014, and will reflect these corrections in all future filings that contain such consolidated financial statements. | ||
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
STOCK-BASED COMPENSATION | ' | |||||||||||||
3 | STOCK-BASED COMPENSATION | |||||||||||||
2013 Stock Incentive Plan | ||||||||||||||
On June 18, 2013, the Company established the 2013 Stock Incentive Plan (the “2013 Plan”). Under the 2013 Plan, during the fiscal year ended September 30, 2013, a maximum number of 7,825,388 shares of the Company’s authorized and available common stock could be issued in the form of: Options, Stock Appreciation Rights, sales or bonuses of restricted stock, restricted stock units or dividend equivalent rights, and an award may consist of one such security or benefit, or two or more of them in any combination or alternative. Commencing with the first business day of each fiscal year of the Company beginning with the current fiscal year, such maximum aggregate number of Shares shall be increased by a number equal to the lesser of (A) 3,000,000 Shares, (B) four (4) percent of the number of shares outstanding on the last day of the immediately preceding fiscal year of the Company, or (C) such lesser number of shares as determined by the Company’s Board of Directors (the “Board”). The exercise price of each stock option shall be the fair market value as determined in good faith by the Board at the time each option is granted. On October 1, 2013, the aggregate number of authorized shares under the Plan was increased by 2,405,809 shares to a total of 10,231,197 shares. | ||||||||||||||
Share-based awards | ||||||||||||||
During the nine months ended June 30, 2014, the Company granted options to purchase 2,754,212 shares of the Company’s common stock to employees and options to purchase 2,115,000 shares of common stock to consultants under the 2013 Plan. The options have terms ranging from 3 to 10 years, are subject to vesting terms over periods ranging from 1 year to 3 years and have exercise prices ranging from $0.19 to $0.37. | ||||||||||||||
The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period, with the exception of options granted subject to a consulting agreement, whereby the option vesting period and the service period are defined pursuant to the terms of the consulting agreement. Share-based compensation expense for awards granted during the three and nine months ended June 30, 2014, were based on the fair market value at period end or grant date fair value estimated using the Black-Scholes Option Pricing Model. The following assumptions were used to calculate the fair value of share based compensation for the three and nine months ended June 30, 2014; expected volatility, 86% - 115%, risk-free interest rate, 0.91% - 2.77%, expected forfeiture rate, 0.00%, expected dividend yield, 0.00%, expected term, 3 to 10 years. | ||||||||||||||
Expected price volatility is the measure by which the Company’s stock price is expected to fluctuate during the expected term of an option. The Company exited shell company status on June 26, 2013. In situations where a newly public entity has limited historical data on the price of its publicly traded shares and no other traded financial instruments, authoritative guidance is provided on estimating this assumption by basing its expected volatility on the historical, expected, or implied volatility of similar entities whose share option prices are publicly available. In making the determination as to similarity, the guidance recommends the consideration of industry, stage of life cycle, size and financial leverage of such other entities. The Company’s expected volatility is derived from the historical daily change in the market price of its common stock since it exited shell company status, as well as the historical daily changes in the market price for the peer group as determined by the Company. | ||||||||||||||
For so called “plain vanilla” options granted to employees, the expected term of the options is based upon the simplified method as defined in ASC 718-10-S99 which averages an award’s weighted-average vesting period and the contractual term for share options. The Company will continue to use the simplified method until it has the historical data necessary to provide a reasonable estimate of expected life in accordance with ASC Topic 718. The Company’s estimation of the expected term for stock options not subject to the simplified method is based upon the contractual term of the option award. For the purposes of estimating the fair value of stock option awards, the risk-free interest rate used in the Black-Scholes calculation is based on the prevailing U.S. Treasury yield. The Company has never paid any dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. | ||||||||||||||
Stock-based compensation expense recognized in the Company’s consolidated statements of operations is based on awards ultimately expected to vest, reduced for estimated forfeitures. Authoritative guidance requires forfeitures to be estimated at the time of grant, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Due to the Company’s minimal stock-based compensation activity, the Company has not had significant forfeitures of stock options granted to employees, directors and non-employees. Therefore, the Company has estimated the forfeiture rate of its outstanding stock options as zero, but will continually evaluate its historical data as a basis for determining expected forfeitures. | ||||||||||||||
Stock compensation plan activity is as follows: | ||||||||||||||
Common Stock Options | ||||||||||||||
Stock compensation activity under the 2013 Plan is as follows: | ||||||||||||||
Option | Weighted | Weighted | Aggregate | |||||||||||
Shares | Average | Average | Intrinsic | |||||||||||
Outstanding | Exercise | Remaining | Value | |||||||||||
Price | Contractual | |||||||||||||
Term (years) | ||||||||||||||
Outstanding at October 1, 2013 | 3,000,000 | |||||||||||||
Awarded | 4,869,212 | $ | 0.36 | - | ||||||||||
Exercised | -231,250 | 0.4 | - | |||||||||||
Forfeited | - | - | - | |||||||||||
Outstanding at June 30, 2014 | 7,637,962 | $ | 0.36 | 5.49 | $ | 29,600 | ||||||||
Vested | 2,546,470 | $ | 0.36 | 5.08 | $ | 6,100 | ||||||||
Vested and expected to vest at June 30, 2014 | 7,637,962 | $ | 0.36 | 5.49 | $ | 29,600 | ||||||||
As of June 30, 2014, 2,361,985 shares are available for future grants under the 2013 Plan. Share-based compensation expense recorded in the Company’s consolidated statement of operations for the three and nine months ended June 30, 2014 resulting from stock options awarded to the Company’s employees, directors and consultants was $245,245 and $748,600, respectively. Of this amount during the three and nine months ended June 30, 2014, $132,941 and $287,288, respectively was recorded in General and Administrative expenses and $112,304 and $461,312 respectively was recorded to Research and Development expenses in the Company’s consolidated statement of operations. | ||||||||||||||
As of June 30, 2014, there is approximately $1,368,033 of unrecognized compensation expense related to unvested stock-based compensation arrangements granted under the 2013 Plan. That cost is expected to be recognized over a weighted average period of 2.06 years. | ||||||||||||||
For the three and nine months ended June 30, 2013, the Company did not recognize any stock based compensation expense. | ||||||||||||||
Restricted Stock | ||||||||||||||
On March 24, 2014, the Company issued 300,000 restricted shares of common stock to a consultant as consideration for services to be performed, 150,000 shares vested immediately and 75,000 shares vested on June 1, 2014. The remaining shares are subject to vesting over a 5 month period. During the three and nine months ended June 30, 2014, the Company recorded the fair value of the shares of $25,875 and $77,625, respectively to General and Administrative expenses. The unvested shares of common stock are not considered outstanding shares for accounting purposes until the holders provide the requisite services and the shares vest. As of June 30, 2014, there was $25,875 of unrecognized compensation cost related to unvested restricted stock granted, which is expected to be recognized over a weighted average period of 0.42 years. | ||||||||||||||
Option | Weighted | |||||||||||||
Shares | Average | |||||||||||||
Outstanding | Grant | |||||||||||||
Date | ||||||||||||||
Fair | ||||||||||||||
Value | ||||||||||||||
Unvested at October 1, 2013 | - | - | ||||||||||||
Awarded | 300,000 | $ | 0.345 | |||||||||||
Vested | -225,000 | 0.345 | ||||||||||||
Unvested at June 30, 2014 | 75,000 | $ | 0.345 | |||||||||||
NOTE_PAYABLE
NOTE PAYABLE | 9 Months Ended | |
Jun. 30, 2014 | ||
Notes Payable [Abstract] | ' | |
NOTE PAYABLE | ' | |
4 | NOTE PAYABLE | |
On September 30, 2013, the Company entered into the Life Sciences Accelerator Funding Agreement (the “Loan Agreement”) with the Massachusetts Life Sciences Center (“MLSC”), pursuant to which MLSC provided an unsecured subordinated loan in the amount of $1,000,000. The loan bears interest at a rate of 10% per annum, and will become fully due and payable on the earlier of (i) September 30, 2018, (ii) the occurrence of an event of default under the Loan Agreement, as defined, or (iii) the completion of a sale of substantially all of our assets, a change-of-control transaction or one or more financing transactions in which we receive net proceeds of $5,000,000 or more in a 12-month period. The Loan Agreement includes warrants to purchase 145,985 shares of the Company’s common stock at an exercise price of $0.274 per share. The warrants expire on September 30, 2023. No warrants have been exercised as of June 30, 2014. | ||
Of the $1,000,000, the Company allocated $944,707 to the loan and $55,293 to the warrants. The warrant valuation was derived with the Black-Scholes option pricing model with the following assumptions: fair market value of common stock $.034, risk free rate 2.64%, dividend yield 0.0%, expected life of 10 years, and volatility 114%. The fair value of the warrant was recorded as an increase in the Additional Paid-In Capital account. The allocation of funds to the warrants resulted in a discount on the loan, which is being amortized to Interest Expense over the life of the loan. The amount amortized to Interest Expense in the Company’s consolidated statement of operations for the three and nine months ended June 30, 2014 was $2,765 and $8,294 respectively. | ||
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 9 Months Ended | |
Jun. 30, 2014 | ||
Debt Disclosure [Abstract] | ' | |
CONVERTIBLE NOTES PAYABLE | ' | |
5 | CONVERTIBLE NOTES PAYABLE | |
From March 2006 through September 30, 2013, the Company issued convertible notes for aggregate cash proceeds of $1,735,000. The notes accrued interest at various rates ranging from 6% to 10% per year and had an original maturity date of two years from issuance. The notes were originally convertible into the number of shares of convertible preferred stock upon the closing of a preferred equity financing of at least $1,000,000 by dividing the principal and accrued interest by the purchase price of the convertible preferred stock. In connection with the notes, the Company issued warrants to purchase additional shares of convertible preferred stock at the Conversion Price equal to an aggregate amount ranging from 10% to up to 50% of the principal balance of the note. | ||
The Company held $1,245,000 of notes that had matured as of September 30, 2012. An additional $50,000 matured during October 2012 bringing the total to $1,295,000. Each of the holders of the matured notes entered into an agreement of forbearance with the Company extending the time to repay the matured notes and the accrued interest for an unspecified period of time. Under the terms of the agreement, interest continued to accrue at the rate in effect at the time of maturity. | ||
On April 20, 2013, the convertible noteholders and the Company entered into an agreement to cancel the warrants and exchange the notes (with a total aggregate principal balance of $1,880,000) and the interest accrued through April 30, 2013 for the Company’s common stock upon the completion of the Merger (see Note 1). | ||
PRIVATE_PLACEMENT_FINANCING
PRIVATE PLACEMENT FINANCING | 9 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Private Placement Financing [Abstract] | ' | |||||||
PRIVATE PLACEMENT FINANCING | ' | |||||||
6 | PRIVATE PLACEMENT FINANCING | |||||||
On January 30, 2014, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with nine separate accredited investors (“Investors”) providing for the issuance and sale by the Company to the Investors, in a private placement, of an aggregate of 11,400,000 shares of the Company’s common stock (collectively, the “Shares”) at a purchase price of $0.25 per share and three series of warrants, the Series A warrants, the Series B warrants and the Series C warrants, to purchase up to an aggregate of 34,200,000 shares of the Company’s common stock (collectively, the “Warrants,” and the shares issuable upon exercise of the Warrants, collectively, the “Warrant Shares”), for aggregate gross proceeds to the Company of approximately $2,850,000 (the “Private Placement Financing”). | ||||||||
Upon the closing of the Private Placement Financing on February 4, 2014 (the “Closing Date”), the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investors, pursuant to which the Company became obligated, subject to certain conditions, to file with the Securities and Exchange Commission on or before March 21, 2014 one or more registration statements to register for resale under the Securities Act of 1933, as amended, (i) the Shares and the Warrant Shares, plus (ii) an additional number of shares of common stock equal to 33% of the total number of Shares and Warrant Shares, to account for adjustments, if any, to the number of Warrant Shares issuable pursuant to the terms of the Warrants (the securities set forth in this clause (ii), the “Additional Shares”). Under the terms of the Registration Rights Agreement, the Company is permitted to reduce the number of shares covered by a registration statement if such reduction is required by the SEC as a condition for permitting such registration statement to become effective and treated as a resale registration statement (the “Cutback Provisions”). In response to comments received from the SEC and in accordance with the terms of the Registration Rights Agreement, the Company reduced the number of shares included in its draft resale registration statement by the number of Additional Shares. The Company’s failure to satisfy certain other obligations and deadlines set forth in the Registration Rights Agreement may subject the Company to payment of monetary penalties as discussed below. The resale registration statement was declared effective on July 2, 2014. As described below, in the event that we fail to comply with certain requirements in the Registration Rights Agreement, we may be required to pay liquidated damages to the investors. | ||||||||
The Warrants are exercisable immediately upon issuance. The Series A warrants have an exercise price of $0.30 per share and expire five years from the date of their issuance. The Series B warrants have an exercise price of $0.35 per share and expire on the earlier of 12 months after their issuance date and six months after the first date on which the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by one or more effective registration statements. The Series C warrants have an exercise price of $0.40 per share and expire on the earlier of 18 months after their issuance date and nine months after the first date on which the resale of all Registrable Securities (as defined in the Registration Rights Agreement) is covered by one or more effective registration statements. The number of shares of the Company’s common stock into which each of the Warrants is exercisable and the exercise price therefor are subject to adjustment as set forth in the Warrants, including, without limitation, adjustment to both the exercise price of the Warrants in the event of certain subsequent issuances and sales of shares of the Company’s common stock (or securities convertible or exercisable into shares of common stock) at a price per share lower than the then-effective exercise price of the Warrants, in which case the per share exercise price of the Warrants will be adjusted to equal such lower price per share and the number of shares issuable upon exercise of the Warrants will be adjusted accordingly so that the aggregate exercise price upon full exercise of the Warrants immediately before and immediately after such per share exercise price adjustment are equal. The Warrants are also subject to customary adjustments in the event of stock dividends and splits, subsequent rights offerings and pro rata distributions to the Company’s common stockholders, and provide that they shall not be exercisable in the event and to the extent that the exercise thereof would result in the holder of the Warrant or any of its affiliates beneficially owning more than 4.9% of the Company’s common stock. | ||||||||
The Company may be required to make certain payments to the investors in the Private Placement Financing under certain circumstances in the future pursuant to the terms of the Securities Purchase Agreement and the Registration Rights Agreement. These potential future payments include: (a) potential partial damages for failure to register the common stock issued or issuable upon exercise of Warrants (in a cash amount equal to 1% of the price paid to the Company by each investor in the Private Placement Financing on the date of and on each 30-day anniversary of such failure until the cure thereof); (b) amounts payable if the Company and its transfer agent fail to timely remove certain restrictive legends from certificates representing shares of common stock issued in the Private Placement Financing or issuable upon exercise of the Warrants; (c) expense reimbursement for the lead investor in the Private Placement Financing; and (d) payments in respect of claims for which the Company provides indemnification. There is no cap to the potential consideration. On July 2, 2014, we received from the SEC a Notice of Effectiveness of our Registration Statement related to the Private Placement which satisfies some of our obligation to register these securities with the SEC. | ||||||||
Derivative Liabilities | ||||||||
The Company accounted for the Warrants relating to the aforementioned Private Placement in accordance with ASC 815-10, Derivatives and Hedging. Because the Warrants are not indexed to the Company’s stock and are not classified in stockholders’ equity, they are recorded as liabilities at fair value. They are marked to market each reporting period through the consolidated statement of operations. | ||||||||
On the closing date, the derivative liabilities were recorded at fair value of $10,391,693. Given that the fair value of the derivative liabilities exceeded the total proceeds of the private placement of $2,850,000, no net amounts were available to be allocated to the common stock. The $7,541,693 amount by which the recorded liabilities exceeded the proceeds was charged to other expense as of the Closing Date. | ||||||||
The value of the derivative liability as of June 30, 2014 was $8,322,000. As of result of a change in the estimated fair market value of the derivative liability we recorded other income of $1,584,818 and $2,069,693 for the three months and nine months ended June 30, 2014, respectively. Such change in the estimated fair value was primarily due to the fluctuation in the Company’s common stock price. | ||||||||
Fair Value Measurements Using Significant Unobservable Inputs | ||||||||
(Level 3) | ||||||||
Warrant Derivative Liability | ||||||||
Beginning balance at September 30, 2013 | $ | — | ||||||
Issuances | 10,391,693 | |||||||
Adjustments to estimated fair value | -2,069,693 | |||||||
Ending balance at June 30, 2014 | $ | 8,322,000 | ||||||
The derivative liabilities were valued as of February 4, 2014 and June 30, 2014, using Monte Carlo Simulation with the following assumptions: | ||||||||
February 04, | June 30, 2014 | |||||||
2014 | ||||||||
Closing price per share of common stock | $0.30 | $0.23 | ||||||
Exercise price per share | $0.30 - 0.40 | $0.30 - 0.40 | ||||||
Expected volatility | 100 - 125% | 100 - 115% | ||||||
Risk-free interest rate | .12 - 1.46% | .08 - 1.47% | ||||||
Dividend yield | — | — | ||||||
Remaining expected term of underlying securities (years) | 5-Jan | .60-4.60 | ||||||
Common Stock | ||||||||
At the Closing Date, the Company issued 11,400,000 shares of common stock and recorded the par value of the shares issued of $11,400 (at par value of $0.001 per share) with a corresponding reduction in additional paid-in capital, given that the fair value of the warrant liability recorded exceeded the total consideration received as of the Closing Date. | ||||||||
Coldstream_Financing
Coldstream Financing | 9 Months Ended | |
Jun. 30, 2014 | ||
Coldstream Financing [Abstract] | ' | |
Coldstream Financing | ' | |
7 | Coldstream Financing | |
In contemplation of the Merger, on April 19, 2013, the Company entered into a financing agreement (the “Financing Agreement”) with Coldstream Summit Ltd. (“Coldstream”) pursuant to which we agreed to issue and sell, and Coldstream agreed to purchase or assist in securing the purchase of $2,000,000 worth of units in a private offering within the 12-month period following the closing of the Merger (the “Coldstream Financing”). Each unit issued in the Coldstream Financing was to be sold at a price of $0.50 per share and was to consist of (i) one share of common stock and (ii) one warrant to purchase one share of common stock at an exercise price of $0.75 per share and with a term of 12 months. Pursuant to the Coldstream Financing, we issued and sold units consisting of 4,000,000 shares of common stock and warrants to purchase 4,000,000 shares of common stock for aggregate gross proceeds of $2,000,000. | ||
Subsequent_Events
Subsequent Events | 9 Months Ended | |
Jun. 30, 2014 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events | ' | |
8 | Subsequent Events | |
The Company evaluated all events or transactions that occurred through August 6, 2014, the date which these consolidated financial statements were available to be issued. On July 2, 2014, our resale registration statement was declared effective by the SEC. This relates to the offering and resale by the selling securityholders of up to 45,600,000 shares of common stock par value $0.001 per share. These shares include 11,400,000 issued and outstanding shares, 11,400,000 shares of common stock underlying the Series A warrants, 11,400,000 shares of common stock underlying the Series B warrants and 11,400,000 shares underlying the Series C warrants. | ||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Accounting | ' |
Basis of Accounting | |
The Company is in the development stage and is devoting substantially all of its efforts to developing technologies, raising capital, establishing customer and vendor relationships, and recruiting new employees. Accordingly, the accompanying consolidated financial statements are presented under the development stage accounting provisions of the Financial Accounting Standards Board (“FASB”). | |
Use of Estimates | ' |
Use of Estimates | |
Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. | |
Recently Issued Accounting Guidance | ' |
Recently Issued Accounting Guidance | |
Accounting Standards Update (ASU) 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” was issued by the FASB in June 2014. Due to the fact that we are a development stage company, we currently include inception-to-date information, and certain disclosures required under U.S. GAAP in our financial statements. The amendments in this ASU (2014-10) remove all incremental financial reporting requirements from U.S. GAAP for development stage companies. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014 and December 15, 2015. Early adoption is permitted. We have not yet adopted the changes. The amendments when adopted will be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively to all unrecognized tax benefits that exist at the effective date. | |
Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers (Topic 606) was issued by the FASB in May 2014. The primary purpose of the ASU is to develop a common revenue standard for revenue recognition between the FASB and the International Accounting Standards Board (IASB). The ASU removes inconsistencies and weaknesses in revenue requirements, provides a more robust framework for addressing revenue issues, improves comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, among other items. We are a development stage company and do not currently generate revenue. | |
In April 2014, ASU (ASU) No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”, was issued. The Amendment in this update changes the criteria for reporting discontinued operations and requires additional disclosures about discontinued operations. ASU 2014-08 requires that an entity report as a discontinued operation only a disposal that represents a strategic shift in operations that has a major effect on its operations and financial results. ASU 2014-08 is effective for public business entities for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2014. Early adoption is permitted, but only for a disposal (or classification as held for sale) that has not been reported in financial statements previously issued or made available for issuance. The ASU must be applied prospectively. The Company is currently assessing the impact of this guidance, but does not believe that it will have a material impact on its consolidated results of operations or financial position. | |
Accounting Standards Update (ASU) 2013-11, “Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” was issued by the FASB in July 2013. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this ASU has not had a material impact on the Company’s consolidated financial statements. | |
Correction of an Immaterial Error | ' |
Correction of an Immaterial Error | |
In connection with comments received from the SEC on April 18, 2014, with respect to a registration statement filed on Form S-1 on March 21, 2014, the Company identified errors in the presentation of issuances of stock and warrants in the consolidated statements of changes in stockholders’ equity (deficit) and presentation matters in the consolidated statements of cash flows, as well as related footnotes. | |
The Company assessed the materiality of these errors for each period presented in accordance with the guidance in Accounting Standards Codification (ASC) Topic 250, “Accounting Changes and Error Corrections,” and ASC Topic 250-10-S99-1, “Assessing Materiality”, and determined that the errors were immaterial to the consolidated financial statements taken as a whole. The Company has revised its consolidated statements of changes in stockholders’ equity (deficit) and cash flows, as well as related footnotes as of and for the year ended September 30, 2013, and for the period from inception (March 6, 2006) through June 30, 2014, and will reflect these corrections in all future filings that contain such consolidated financial statements. | |
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | ' | |||||||||||||
Stock compensation activity under the 2013 Plan is as follows: | ||||||||||||||
Option | Weighted | Weighted | Aggregate | |||||||||||
Shares | Average | Average | Intrinsic | |||||||||||
Outstanding | Exercise | Remaining | Value | |||||||||||
Price | Contractual | |||||||||||||
Term (years) | ||||||||||||||
Outstanding at October 1, 2013 | 3,000,000 | |||||||||||||
Awarded | 4,869,212 | $ | 0.36 | - | ||||||||||
Exercised | -231,250 | 0.4 | - | |||||||||||
Forfeited | - | - | - | |||||||||||
Outstanding at June 30, 2014 | 7,637,962 | $ | 0.36 | 5.49 | $ | 29,600 | ||||||||
Vested | 2,546,470 | $ | 0.36 | 5.08 | $ | 6,100 | ||||||||
Vested and expected to vest at June 30, 2014 | 7,637,962 | $ | 0.36 | 5.49 | $ | 29,600 | ||||||||
Nonvested Restricted Stock Shares Activity | ' | |||||||||||||
Option | Weighted | |||||||||||||
Shares | Average | |||||||||||||
Outstanding | Grant | |||||||||||||
Date | ||||||||||||||
Fair | ||||||||||||||
Value | ||||||||||||||
Unvested at October 1, 2013 | - | - | ||||||||||||
Awarded | 300,000 | $ | 0.345 | |||||||||||
Vested | -225,000 | 0.345 | ||||||||||||
Unvested at June 30, 2014 | 75,000 | $ | 0.345 | |||||||||||
PRIVATE_PLACEMENT_FINANCING_Ta
PRIVATE PLACEMENT FINANCING (Tables) | 9 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Private Placement Financing [Abstract] | ' | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ' | |||||||
Fair Value Measurements Using Significant Unobservable Inputs | ||||||||
(Level 3) | ||||||||
Warrant Derivative Liability | ||||||||
Beginning balance at September 30, 2013 | $ | — | ||||||
Issuances | 10,391,693 | |||||||
Adjustments to estimated fair value | -2,069,693 | |||||||
Ending balance at June 30, 2014 | $ | 8,322,000 | ||||||
Schedule Of Assumptions Used To Value Derivative Liability | ' | |||||||
The derivative liabilities were valued as of February 4, 2014 and June 30, 2014, using Monte Carlo Simulation with the following assumptions: | ||||||||
February 04, | June 30, 2014 | |||||||
2014 | ||||||||
Closing price per share of common stock | $0.30 | $0.23 | ||||||
Exercise price per share | $0.30 - 0.40 | $0.30 - 0.40 | ||||||
Expected volatility | 100 - 125% | 100 - 115% | ||||||
Risk-free interest rate | .12 - 1.46% | .08 - 1.47% | ||||||
Dividend yield | — | — | ||||||
Remaining expected term of underlying securities (years) | 5-Jan | .60-4.60 | ||||||
Recovered_Sheet1
Basis of Presentation and Description of Business - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 100 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | |
Net loss | ($410,759) | $514,360 | $8,777,837 | $892,254 | $13,409,708 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||||||||
Jun. 18, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Mar. 24, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 24, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Oct. 31, 2013 | Jun. 30, 2014 | Oct. 02, 2013 | Jun. 18, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Restricted Stock | Restricted Stock | Restricted Stock | Research and Development Expense | Research and Development Expense | General and Administrative Expense | General and Administrative Expense | General and Administrative Expense | General and Administrative Expense | Maximum | Maximum | Minimum | Minimum | Consultants | Employees | Employees | 2013 Stock Incentive Plan | 2013 Stock Incentive Plan | 2013 Stock Incentive Plan | 2013 Stock Incentive Plan | 2013 Stock Incentive Plan | 2013 Stock Incentive Plan | 2013 Stock Incentive Plan | 2013 Stock Incentive Plan | |||||
Option Vested One | Option Vested Two | Restricted Stock | Restricted Stock | Restricted Stock | Maximum | Minimum | Consultants | Consultants | Consultants | Employees | ||||||||||||||||||
Maximum | Minimum | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
common stock, shares, issued | ' | 72,076,487 | 72,076,487 | 60,145,237 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | 7,825,388 | ' | ' | ' | ' |
Percentage of outstanding number of shares | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | ' | ' | 4,869,212 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,754,212 | ' | ' | 2,115,000 |
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average remaining contractual term | ' | ' | '5 years 5 months 26 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '3 years | ' |
Share-based compensation arrangement by share-based payment award, award vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '1 year | ' |
Share-based compensation arrangements by share-based payment award, options, grants in period, weighted average exercise price | ' | ' | $0.36 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.37 | $0.19 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate, minimum | ' | 86.00% | 86.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate, maximum | ' | 115.00% | 115.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate, minimum | ' | 0.91% | 0.91% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate, maximum | ' | 2.77% | 2.77% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment award fair value assumptions expected forfeiture rate | ' | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected dividend rate | ' | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years | '3 years | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, number of shares available for grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,361,985 | ' | ' | ' | ' | ' | ' |
Allocated share-based compensation expense | ' | $245,245 | $748,600 | ' | ' | ' | ' | $112,304 | $461,312 | $132,941 | $287,288 | $25,875 | $77,625 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, total | ' | ' | ' | ' | $25,875 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,368,033 | ' | ' | ' | ' | ' | ' |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | ' | ' | '2 years 22 days | ' | '5 months 1 day | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | ' | 300,000,000 | 300,000,000 | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,231,197 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | ' | ' | 2,546,470 | ' | 225,000 | 150,000 | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, number of additional shares authorized | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,405,809 | ' | ' | ' | ' | ' | ' | ' |
Stock_Compensation_Stock_Optio
Stock Compensation Stock Option Activity (Detail) (USD $) | 9 Months Ended |
Jun. 30, 2014 | |
Option Shares Outstanding | ' |
Outstanding, Beginning Balance | 3,000,000 |
Awarded | 4,869,212 |
Exercised | -231,250 |
Forfeited | 0 |
Outstanding, Ending Balance | 7,637,962 |
Vested | 2,546,470 |
Vested and expected to vest | 7,637,962 |
Weighted Average Exercise Price | ' |
Awarded | $0.36 |
Exercised | $0.40 |
Forfeited | $0 |
Outstanding, Ending Balance | $0.36 |
Vested | $0.36 |
Vested and expected to vest | $0.36 |
Weighted Average Remaining Contractual Term (years) | ' |
Awarded | '0 years |
Exercised | '0 years |
Forfeited | '0 years |
Balance | '5 years 5 months 26 days |
Vested | '5 years 29 days |
Vested and expected to vest | '5 years 5 months 26 days |
Aggregate Intrinsic Value | ' |
Outstanding, Ending Balance | $29,600 |
Vested | 6,100 |
Vested and expected to vest | $29,600 |
Stock_Based_Compensation_Restr
Stock Based Compensation Restricted Stock Award Activity (Detail) (USD $) | 9 Months Ended |
Jun. 30, 2014 | |
Option Shares Outstanding | ' |
Option Shares Outstanding, Vested | -2,546,470 |
Restricted Stock | ' |
Option Shares Outstanding | ' |
Option Shares Outstanding, Unvested | 0 |
Option Shares Outstanding, Awarded | 300,000 |
Option Shares Outstanding, Vested | -225,000 |
Option Shares Outstanding, Unvested | 75,000 |
Weighted Average Grant Date Fair Value | ' |
Weighted Average Exercise Price, Unvested | 0 |
Weighted Average Exercise Price, Awarded | 0.345 |
Weighted Average Exercise Price, Vested | 0.345 |
Weighted Average Exercise Price, Unvested | 0.345 |
Note_Payable_Additional_Inform
Note Payable - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2013 | Apr. 19, 2013 | |
Note Payable [Line Items] | ' | ' | ' | ' |
Notes Payable, Total | ' | ' | $944,707 | ' |
Adjustments to Additional Paid in Capital, Warrant Issued | ' | ' | 55,293 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | $0.75 |
Interest Expense, Debt | 2,765 | 8,294 | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | ' |
Warrant | ' | ' | ' | ' |
Note Payable [Line Items] | ' | ' | ' | ' |
Fair Value Assumptions, Risk Free Interest Rate | ' | ' | 2.64% | ' |
Fair Value Assumptions, Expected Dividend Rate | ' | ' | 0.00% | ' |
Fair Value Assumptions, Expected Term | ' | ' | '10 years | ' |
Fair Value Assumptions, Expected Volatility Rate | ' | ' | 114.00% | ' |
Common Stock, Par or Stated Value Per Share | ' | ' | $0.03 | ' |
Massachusetts Life Sciences Center | ' | ' | ' | ' |
Note Payable [Line Items] | ' | ' | ' | ' |
Subordinated Debt | ' | ' | $1,000,000 | ' |
Debt Instrument, Payment Terms | ' | ' | 'The loan bears interest at a rate of 10% per annum, and will become fully due and payable on the earlier of (i) September 30, 2018, (ii) the occurrence of an event of default under the MLSC Loan Agreement, or (iii) the completion of a sale of substantially all of our assets, a change-of-control transaction or one or more financing transactions in which the Company receives net proceeds of $5,000,000 or more in a 12-month period. | ' |
Warrants Issued To Purchase Of Common Stock | ' | ' | 145,985 | ' |
Class Of Warrant Or Right Expiration Date | ' | ' | 30-Sep-23 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | $0.27 | ' |
Convertible_Notes_Payable_Addi
Convertible Notes Payable - Additional Information (Detail) (USD $) | 9 Months Ended | 100 Months Ended | 9 Months Ended | 9 Months Ended | 91 Months Ended | |||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Apr. 20, 2013 | Oct. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 31, 2012 | |
Minimum | Minimum | Maximum | Maximum | Convertible Notes Payable | Convertible Notes Payable | |||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from convertible debt | $0 | $250,000 | $1,880,000 | ' | ' | ' | ' | ' | ' | ' | $1,735,000 | ' |
Debt instrument, interest rate, stated percentage | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | 10.00% | ' | ' |
Convertible preferred stock, value, upon closing of preferred equity financing | 1,000,000 | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, total aggregate principal balance | ' | ' | ' | 1,880,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Matured Convertible Notes | ' | ' | ' | ' | 50,000 | 1,245,000 | ' | ' | ' | ' | ' | ' |
Notes Payable, Related Parties, Current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,295,000 |
Percentage of principle balance of notes on conversion price of notes | ' | ' | ' | ' | ' | ' | 10.00% | ' | 50.00% | ' | ' | ' |
Private_Placement_Financing_Ad
Private Placement Financing - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 100 Months Ended | 1 Months Ended | 9 Months Ended | |||||||||
Apr. 19, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Sep. 30, 2013 | Jan. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Aug. 06, 2014 | |
Private Placement | Private Placement | Series A Warrants | Series B Warrants | Series B Warrants | Series C Warrants | Series C Warrants | Subsequent Event | ||||||||
After Issuance | After Issuance | ||||||||||||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, shares, new issues | ' | ' | ' | ' | ' | ' | ' | 11,400,000 | ' | ' | ' | ' | ' | ' | ' |
Share price | ' | ' | ' | ' | ' | ' | ' | $0.25 | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issuance Upon Exercise Of Warrants | ' | ' | ' | ' | ' | ' | ' | 34,200,000 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of common stock | ' | ' | ' | ' | ' | ' | ' | $2,850,000 | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.75 | ' | ' | ' | ' | ' | ' | ' | ' | $0.30 | $0.35 | ' | $0.40 | ' | ' |
Percentage Of Exercisability Of Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.90% | ' | ' |
Exercise Term Of Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | '18 months | ' |
Common Stock | ' | 72,001 | ' | 72,001 | ' | 72,001 | 60,145 | ' | 11,400 | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Issued | ' | 72,076,487 | ' | 72,076,487 | ' | 72,076,487 | 60,145,237 | ' | 11,400,000 | ' | ' | ' | ' | ' | 11,400,000 |
Common Stock, Par or Stated Value Per Share | ' | $0.00 | ' | $0.00 | ' | $0.00 | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | $0.00 |
Derivative, Fair Value, Net, Total | ' | 10,391,693 | ' | 10,391,693 | ' | 10,391,693 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | 2,000,000 | ' | ' | 2,850,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Of Derivative Liabilities In Excess Of Proceeds | ' | ' | ' | 7,541,693 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Period Increase (Decrease) | ' | 1,584,818 | 0 | 2,069,693 | 0 | 2,069,693 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | ' | $8,322,000 | ' | $8,322,000 | ' | $8,322,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Using_
Fair Value Measurements Using Significant Unobservable Inputs Level 3 (Detail) (USD $) | 9 Months Ended |
Jun. 30, 2014 | |
Adjustments to estimated fair value | $7,541,693 |
Ending balance at June 30, 2014 | 8,322,000 |
Fair Value, Inputs, Level 3 | ' |
Beginning balance at September 30, 2013 | 0 |
Issuances | 10,391,693 |
Adjustments to estimated fair value | -2,069,693 |
Ending balance at June 30, 2014 | $8,322,000 |
Assumptions_Used_For_Derivativ
Assumptions Used For Derivative Liability (Detail) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 | Feb. 04, 2014 | Jun. 30, 2014 | Feb. 04, 2014 | Jun. 30, 2014 | Feb. 04, 2014 | Jun. 30, 2014 |
Derivative liabilities Assumptions | Derivative liabilities Assumptions | Maximum | Maximum | Minimum | Minimum | |||
Derivative liabilities Assumptions | Derivative liabilities Assumptions | Derivative liabilities Assumptions | Derivative liabilities Assumptions | |||||
Closing price per share of common stock | $0.00 | $0.00 | $0.30 | $0.23 | ' | ' | ' | ' |
Exercise price per share | ' | ' | ' | ' | $0.40 | $0.40 | $0.30 | $0.30 |
Expected volatility | ' | ' | ' | ' | 125.00% | 115.00% | 100.00% | 100.00% |
Risk-free interest rate | ' | ' | ' | ' | 1.46% | 1.47% | 0.12% | 0.08% |
Dividend yield | ' | ' | 0.00% | 0.00% | ' | ' | ' | ' |
Remaining expected term of underlying securities (years) | ' | ' | ' | ' | '5 years | '4 years 7 months 6 days | '1 year | '7 months 6 days |
Coldstream_Financing_Additiona
Coldstream Financing - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | |
Apr. 19, 2013 | Jun. 30, 2014 | Sep. 30, 2013 | |
Coldstream Financing [Line Items] | ' | ' | ' |
Proceeds from issuance of private placement | $2,000,000 | $2,850,000 | ' |
Unit issued price per share. | $0.50 | ' | ' |
Class of warrant or right, exercise price of warrants or rights | $0.75 | ' | ' |
Proceeds from investors in contemplation of merger | $2,000,000 | ' | ' |
Common Stock, Shares Issued | ' | 72,076,487 | 60,145,237 |
Coldstream Financing | ' | ' | ' |
Coldstream Financing [Line Items] | ' | ' | ' |
Warrants issued to purchase of common stock | 4,000,000 | ' | ' |
Common Stock, Shares Issued | 4,000,000 | ' | ' |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | Jun. 30, 2014 | Sep. 30, 2013 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 | Aug. 06, 2014 |
Subsequent Event [Member] | Series A Warrants [Member] | Series B Warrants [Member] | Series C Warrants [Member] | |||
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||
Business Acquisition, Equity Interests Issued Or Issuable [Line Items] | ' | ' | ' | ' | ' | ' |
Common stock shares offering and resale by security holders | ' | ' | 45,600,000 | ' | ' | ' |
Common stock, par or stated value per share | $0.00 | $0.00 | $0.00 | ' | ' | ' |
Common stock, shares, outstanding | 72,076,487 | 60,145,237 | 11,400,000 | ' | ' | ' |
Common stock shares underlying warrants | ' | ' | ' | 11,400,000 | 11,400,000 | 11,400,000 |
Common stock, shares, issued | 72,076,487 | 60,145,237 | 11,400,000 | ' | ' | ' |