Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Dec. 10, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-K | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'FY | ' |
Entity Registrant Name | 'Arch Therapeutics, Inc. | ' |
Entity Central Index Key | '0001537561 | ' |
Current Fiscal Year End Date | '--09-30 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Public Float | $18,000,000 | ' |
Trading Symbol | 'ARTH | ' |
Entity Common Stock, Shares Outstanding | ' | 76,076,487 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Current assets: | ' | ' |
Cash and cash equivalents | $833,520 | $557,319 |
Promissory note receivable | 0 | 1,000,000 |
Prepaid expenses and other current assets | 43,470 | 19,629 |
Total current assets | 876,990 | 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 | 876,990 | 1,587,332 |
Current liabilities: | ' | ' |
Accounts payable | 175,832 | 314,769 |
Accrued expenses and other liabilities | 267,835 | 140,840 |
Current derivative liabilities | 2,280,000 | 0 |
Total current liabilities | 2,723,667 | 455,609 |
Long-term liabilities: | ' | ' |
Note payable, Net of Unamortized Discount | 955,766 | 944,707 |
Accrued interest, net of current portion | 100,000 | 0 |
Derivative liabilities, net of current portion | 3,990,000 | 0 |
Total long-term liabilities | 5,045,766 | 944,707 |
Total liabilities | 7,769,433 | 1,400,316 |
Commitments and contingencies( see Note 13) | ' | ' |
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 September 30, 2014 and September 30, 2013, respectively | 72,051 | 60,145 |
Additional paid in capital | 5,810,200 | 4,758,742 |
Accumulated Deficit | -12,774,694 | -4,631,871 |
Total stockholders’ (deficit) equity | -6,892,443 | 187,016 |
Total liabilities and stockholders' (deficit) equity | $876,990 | $1,587,332 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 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 $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues | $0 | $0 |
Operating expenses: | ' | ' |
General and administrative expenses | 3,134,285 | 1,526,075 |
Research and development expenses | 1,477,479 | 218,901 |
Total operating expenses | 4,611,764 | 1,744,976 |
Operating loss | -4,611,764 | -1,744,976 |
Other (expense) income: | ' | ' |
Interest expense | -111,059 | -108,879 |
Loss on issuance of warrants | -7,541,693 | 0 |
Adjustment to fair value of derivative | 4,121,693 | 0 |
Other income | 0 | 64 |
Total other expense | -3,531,059 | -108,815 |
Net Loss | ($8,142,823) | ($1,853,791) |
Basic earnings per share | ' | ' |
Net Loss per Share | ($0.12) | ($0.09) |
Weighted Common Shares - Basic and Diluted | 67,492,823 | 21,366,752 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' (Deficit) Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning balance at Sep. 30, 2012 | ($2,772,435) | $5,645 | $0 | ($2,778,080) |
Beginning balance (in shares) at Sep. 30, 2012 | ' | 5,645,212 | ' | ' |
Net loss | -1,853,791 | 0 | 0 | -1,853,791 |
Equity acquired in reverse merger | 0 | 41,500 | -41,500 | 0 |
Equity acquired in reverse merger (in shares) | ' | 41,500,000 | ' | ' |
Issuance of common stock and 2,500,000 warrants to purchase 2,500,000 shares of common stock on June 26 for $1,250,000 ($0.50 per share) | 1,250,000 | 2,500 | 1,247,500 | 0 |
Issuance of common stock and 2,500,000 warrants to purchase 2,500,000 shares of common stock on June 26 for $1,250,000 ($0.50 per share) (in shares) | ' | 2,500,000 | ' | ' |
Exchange of debt for common stock | 2,470,022 | 9,000 | 2,461,022 | 0 |
Exchange of debt for common stock (in shares) | ' | 9,000,025 | ' | ' |
500,000 warrants to purchase 500,000 shares of common stock on July 3 for $250,000 ($0.50 per share) | 250,000 | 500 | 249,500 | 0 |
500,000 warrants to purchase 500,000 shares of common stock on July 3 for $250,000 ($0.50 per share) (in shares) | ' | 500,000 | ' | ' |
Issuance of common stock and 1,000,000 warrants to purchase 1,000,000 shares of common stock on August 30 for $500,000 ($0.50 per share) | 500,000 | 1,000 | 499,000 | 0 |
Issuance of common stock and 1,000,000 warrants to purchase 1,000,000 shares of common stock on August 30 for $500,000 ($0.50 per share) (in shares) | ' | 1,000,000 | ' | ' |
Grant of one warrant to purchase 145,985 shares of common stock issued with note payable on September 30 | 55,293 | 0 | 55,293 | 0 |
Stock based compensation expense | 287,927 | 0 | 287,927 | 0 |
Ending balance at Sep. 30, 2013 | 187,016 | 60,145 | 4,758,742 | -4,631,871 |
Ending balance (in shares) at Sep. 30, 2013 | ' | 60,145,237 | ' | ' |
Net loss | -8,142,823 | 0 | 0 | -8,142,823 |
Issuance of restricted stock for services | 94,875 | 275 | 94,600 | 0 |
Issuance of restricted stock for services (in shares) | ' | 275,000 | ' | ' |
Exercise of stock options | 92,500 | 231 | 92,269 | 0 |
Exercise of stock options (in shares) | 231,250 | 231,250 | ' | ' |
Issuance of stock in Private Placement Funding | -225,297 | 11,400 | -236,697 | 0 |
Issuance of stock in Private Placement Funding (in shares) | ' | 11,400,000 | ' | ' |
Stock based compensation expense | 1,101,286 | 0 | 1,101,286 | 0 |
Ending balance at Sep. 30, 2014 | ($6,892,443) | $72,051 | $5,810,200 | ($12,774,694) |
Ending balance (in shares) at Sep. 30, 2014 | ' | 72,051,487 | ' | ' |
Consolidated_Statements_of_Cha1
Consolidated Statements of Changes in Stockholders' (Deficit) Equity (Parenthetical) (USD $) | 12 Months Ended |
Sep. 30, 2013 | |
Issuance of common stock and warrants | 2,500,000 |
Issuance of common stock and warrants value per share | $0.50 |
Issuance of common stock and warrants one | 500,000 |
Issuance of common stock and warrants value per share one | $0.50 |
Issuance of common stock and warrants two | 1,000,000 |
Issuance of common stock and warrants value per share two | $0.50 |
Grant of warrant to purchase common stock | 145,985 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($8,142,823) | ($1,853,791) |
Adjustments to reconcile net loss to cash used in operating activities: | ' | ' |
Depreciation expense | 322 | 586 |
Other noncash adjustments | 92,500 | -92 |
Stock-based compensation | 1,101,286 | 287,927 |
Noncash interest expense on notes payable | 111,059 | 0 |
Noncash interest expense on convertible notes payable | 0 | 82,147 |
Noncash interest expense on notes payable to related party | 0 | 25,599 |
Repayment of accrued interest to related party | 0 | -98,288 |
Non cash expense for issuance of warrants | 3,420,000 | 0 |
Issuance of common stock for services | 94,875 | 0 |
(Increase) decrease in: | ' | ' |
Prepaid expenses and other current assets | -13,779 | -16,321 |
Other Assets | 0 | -10,062 |
Increase (decrease) in: | ' | ' |
Accounts payable | -138,937 | 56,343 |
Accrued expenses and other liabilities | 126,995 | 91,332 |
Net cash used in operating activities | -3,348,502 | -1,434,620 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of common stock and warrants | 2,624,703 | 2,000,000 |
Repayment of notes payable to related party | 0 | -275,200 |
Proceeds from issuance of convertible notes payable | 0 | 250,000 |
Proceeds from issuance of notes payable | 1,000,000 | 0 |
Net cash provided by financing activities | 3,624,703 | 1,974,800 |
Net increase in cash and cash equivalents | 276,201 | 540,180 |
Cash and cash equivalents, beginning of period | 557,319 | 17,139 |
Cash and cash equivalents, end of period | 833,520 | 557,319 |
Cash paid during the period for: | ' | ' |
Interest | 0 | 98,288 |
Debt with warrants issued for promissory note receivable | 0 | 1,000,000 |
Exchange of convertible notes and related accrued interest for common stock | 0 | 2,470,022 |
Fully depreciated fixed assets disposed of | $2,066 | $0 |
DESCRIPTION_OF_BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended | ||
Sep. 30, 2014 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||
DESCRIPTION OF BUSINESS | ' | ||
1 | 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 represented a “reverse merger” rather than a business combination and ABS was deemed to be the accounting acquirer in the transaction and the predecessor of Arch. Consequently, the accumulated deficit and the historical operations that are reflected in the Company’s consolidated financial statements prior to the Merger 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. | |||
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 has generated no operating revenues to date, and is devoting substantially all of its efforts toward product research and development. 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 consolidated financial statements do not include any adjustments related to the recoverability of assets that might be necessary despite this uncertainty. | |||
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |
Sep. 30, 2014 | ||
Accounting Policies [Abstract] | ' | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |
2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). | ||
Basis of Accounting | ||
The consolidated financial statements include the accounts of Arch Therapeutics and its wholly owned subsidiary, Arch Biosurgery, Inc., a life science medical device company. All intercompany accounts and transactions have been eliminated in consolidation. | ||
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. Due to the fact that we are a development stage company, we have historically included 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, except for certain required incremental disclosures from U.S. GAAP for development stage companies. We have elected to early adopt this ASU. The amendments required in this ASU have been applied retrospectively and all inception to date information has been removed from our financial statements presented within this Annual Report on Form 10-K. The clarification to Topic 275 was applied prospectively to all unrecognized tax benefits that existed at the effective date. | ||
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. | ||
Cash and Cash Equivalents | ||
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | ||
Concentration of Credit Risk | ||
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash in bank deposits accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. | ||
Property and Equipment | ||
Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the related asset. Upon sale or retirement, the cost and accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in income or loss for the period. Repair and maintenance expenditures are charged to expense as incurred. | ||
Impairment of Long-Lived Assets | ||
Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable in accordance with ASC 360, Property, Plant and Equipment. For assets that are to be held and used, impairment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value. For the years ended September 30, 2014 and 2013 there has not been any impairment of long-lived assets. | ||
Convertible Debt | ||
The Company records a discount to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying preferred 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 to noncash interest expense using the effective interest rate method over the term of the related debt to their date of maturity. If a security or instrument becomes convertible only upon the occurrence of a future event outside the control of the Company, or, is convertible from inception, but contains conversion terms that change upon the occurrence of a future event, then any contingent beneficial conversion feature is measured and recognized when the triggering event occurs and contingency has been resolved. | ||
Income Taxes | ||
In accordance with ASC 740, Income Taxes, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences or events that have been included in the Company’s consolidated financial statements and/or tax returns. Deferred tax assets and liabilities are based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. | ||
The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is probable that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. The Company has no reserves related to uncertain tax positions as of September 30, 2014 and 2013. | ||
Research and Development | ||
The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. | ||
Accounting for Stock-Based Compensation | ||
The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”) that requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values. The Company accounts for non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 505, Equity (“FASB ASC Topic 505”), which requires that companies recognize compensation expense based on the estimated fair value of options granted to non-employees over their vesting period, which is generally the period during which services are rendered by such non-employees. FASB ASC Topic 505 requires the Company to re-measure the fair value of stock options issued to non- employee at each reporting period during the vesting period or until services are complete. | ||
In accordance with FASB ASC Topic 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award. | ||
The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the fair value of the common stock and a number of other assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company does not have a history of market prices of the common stock, and as such volatility is estimated in accordance with ASC 718-10-S99 Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment (“SAB No. 107”), using historical volatilities of similar public entities. The life term for awards and, therefore, uses simplified method for all “plain vanilla” options, as defined in SAB No. 107 and the contractual term for all other employee and non-employee awards. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of our awards. The dividend yield assumption is based on history and the expectation of paying no dividends. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense, when recognized in the consolidated financial statements, is based on awards that are ultimately expected to vest. | ||
Fair Value Measurements | ||
The Company measures both financial and nonfinancial assets and liabilities in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures, except those that are recognized or disclosed in the consolidated financial statements at fair value on a recurring basis. The standard created a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. | ||
The Company’s financial instruments include cash and cash equivalents. Because of their short maturity, the carrying amount of cash and cash equivalents are considered to approximate fair value. | ||
Subsequent Events | ||
The Company evaluated all events or transactions that occurred through December 10, 2014 the date which these consolidated financial statements were available to be issued. The Company disclosed material subsequent events in Note 14. | ||
Going Concern Basis of Accounting | ||
The Company does not currently believe its existing cash resources are sufficient to meet its anticipated needs during the next twelve months. As reflected in the financial statements, the Company has an accumulated deficit, has suffered significant net losses and negative cash flows from operations, and has limited working capital. The continuation of our business as a going concern is dependent upon raising additional capital and eventually attaining and maintaining profitable operations. As of September 30, 2014, there is substantial doubt about our ability to continue as a going concern. The consolidated financial statements included in this report do not include any adjustments that might be necessary should operations discontinue. The Company expects to incur substantial expenses for the foreseeable future for the research, development and commercialization of its potential products. In addition, the Company will require additional financing in order to seek to license or acquire new assets, research and develop any potential patents and the related compounds, and obtain any further intellectual property that the Company may seek to acquire. 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. Therefore, there exists substantial doubt about the Company’s ability to continue as a going concern. Historically, the Company has funded its operations primarily through equity and debt financings. | ||
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might result from this uncertainty. | ||
The consolidated financial statements include the accounts of the Company as of September 30, 2014 and 2013. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
PROPERTY AND EQUIPMENT | ' | |||||||||
3 | PROPERTY AND EQUIPMENT | |||||||||
At September 30, 2014 and 2013, property and equipment consisted of: | ||||||||||
Estimated | ||||||||||
Useful Life | 2014 | 2013 | ||||||||
Furniture and fixtures | 5 years | $ | 2,925 | $ | 2,925 | |||||
Lab equipment | 5 years | 1,000 | 3,066 | |||||||
3,925 | 5,991 | |||||||||
Less - accumulated depreciation | 3,925 | 5,669 | ||||||||
$ | - | $ | 322 | |||||||
Depreciation expense for the years ended September 30, 2014 and 2013 was $322 and $586, respectively. | ||||||||||
During the year ended September 30, 2014, the Company disposed of certain property and equipment with historical costs of $2,066 and accumulated depreciation thereon of $2,066. | ||||||||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
INCOME TAXES | ' | |||||||
4 | INCOME TAXES | |||||||
The principal components of the Company's net deferred tax assets consisted of the following at September 30: | ||||||||
2014 | 2013 | |||||||
Net operating loss carryforwards | $ | 2,731,492 | $ | 1,332,955 | ||||
Capitalized expenditures | 381,872 | - | ||||||
Research and experimentation credit carryforwards | 63,368 | 32,559 | ||||||
Stock based compensation | 501,175 | 115,171 | ||||||
Fixed assets | 1,568 | 7,492 | ||||||
Accrued expenses | 46,230 | 35,744 | ||||||
Gross deferred tax assets | 3,725,705 | 1,523,921 | ||||||
Deferred tax asset valuation allowance | -3,725,705 | -1,523,921 | ||||||
Net deferred tax assets | $ | - | $ | - | ||||
As of September 30, 2014 and 2013, the Company had federal net operating loss carryforwards of approximately $6,230,000 and $3,486,000, respectively, which may be available to offset future taxable income and which would begin to expire in 2026. As of September 30, 2014 and 2013, the Company had federal research and experimentation credit carryforwards of $44,112 and $32,559, respectively, which may be available to offset future income tax liabilities and which would begin to expire in 2029. | ||||||||
As of September 30, 2014 and 2013, the Company had state net operating loss carryforwards of approximately $5,271,000 and $2,800,000, respectively, which may be available to offset future taxable income and which would begin to expire in 2014. As of September 30, 2014 and 2013, the Company had state research and experimentation credit carryforwards of approximately $19,000 and $10,000, respectively, which may be able to offset future income tax liabilities and which would begin to expire in 2023. | ||||||||
As the Company has not yet achieved profitable operations, management believes the tax benefits as of September 30, 2014 and 2013 did not satisfy the realization criteria set forth in FASB ASC Topic 740, Income Taxes, and therefore has recorded a valuation allowance for the entire deferred tax asset. The valuation allowance increased in 2014 and 2013 by approximately $2,202,000 and $589,000, respectively. The Company’s effective income tax rate differed from the federal statutory rate due to state taxes and the Company’s full valuation allowance, the latter of which reduced the Company’s effective federal income tax rate to zero. | ||||||||
The Company experienced an ownership change as a result of the Merger described in Note 6, causing a limitation on the annual use of the net operating loss carryforwards, which are subject to a substantial annual limitation due to the ownership change limitations set forth in Internal Revenue Code Section 382 and similar state provisions | ||||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended | ||
Sep. 30, 2014 | |||
Related Party Transactions [Abstract] | ' | ||
RELATED PARTY TRANSACTIONS | ' | ||
5 | RELATED PARTY TRANSACTIONS | ||
Notes Payable, Related Party | |||
In February 2009, ABS issued a promissory note (the “Note”) to Terrence Norchi (the “Note Holder”), a shareholder and director of the Company. During the period from February 2009 through February 2011, aggregate cash proceeds of $275,200 were advanced to the Company under Note. The Note accrued interest at a rate of 6% per year through December 31, 2009 and 10% per year beginning January 1, 2010. The original maturity date of the Note was August 10, 2010. In connection with the Note, the Company issued warrants to purchase shares of convertible preferred stock at the purchase price of such stock equal to 20% of the principal balance of the Note divided by the purchase price. | |||
Upon maturity of the Note on August 10, 2010, the Note Holder entered into an agreement of forbearance with the Company extending the time to repay the Note and accrued interest for an unspecified period of time. Under the terms of the agreement, interest continued to accrue at 10% per year. On June 24, 2013 the Company repaid the full amount of principle and accrued interest and the Note Holder agreed to cancel all related warrants. | |||
Convertible Notes Payable, Related Parties | |||
From June 2006 through December 2008, ABS issued convertible notes (“Convertible Notes”) to related parties for aggregate cash proceeds of $105,000. 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 Convertible Notes were originally convertible into shares of convertible preferred stock upon the closing of a preferred equity financing of at least $1,000,000, the number of which was to be determined by dividing the principal and accrued interest by the purchase price of the convertible preferred stock ("Conversion Price"). | |||
In connection with the notes, ABS issued warrants to purchase additional shares of convertible preferred stock at the conversion price equal to an aggregate amount of 20% of the principal. At September 30, 2012, $55,000 of the convertible notes with related parties had matured. In January 2013, an additional $50,000 matured bringing the total to $105,000. 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 accrued interest for an unspecified amount of time. Under the terms of the forbearance agreement, interest continued to accrue at the rate in effect at the time of maturity. | |||
On April 20, 2013, the Convertible Note Holders and the Company entered into an agreement to cancel the related 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 on June 26, 2013 as described in Note 6. | |||
Directors Compensation | |||
In November 2010, ABS entered into an agreement to pay Terrence Norchi, its Chief Executive Officer, a cash bonus of $500,000 upon the raising of capital from a financing of at least $1,000,000. Additionally, ABS agreed that upon such closing, warrants shall be issued to him allowing the purchase of the number of shares of convertible preferred stock equal to $100,000 divided by the purchase price per share of the convertible preferred stock. On June 25, 2013 Terrence Norchi and ABS entered into a Termination Agreement and Release terminating the agreement for the cash bonus and warrants. | |||
MERGER
MERGER | 12 Months Ended | ||
Sep. 30, 2014 | |||
Business Combinations [Abstract] | ' | ||
MERGER | ' | ||
6 | MERGER | ||
On June 26, 2013, a merger (the “Merger”) was completed by Arch Acquisition Corporation, a Massachusetts corporation and the Company’s wholly-owned subsidiary formed for the purpose of the transaction (“Merger Sub”) and ABS, with ABS surviving the Merger as the Company’s wholly owned subsidiary. Upon the closing of the Merger, all of the issued and outstanding capital stock and convertible notes of ABS were exchanged for an aggregate of 14,645,237 shares of the Company’s common stock. Also, in connection with the Merger, the warrants of ABS were cancelled. For financial reporting purposes, the Merger represented a “reverse merger” rather than a business combination and ABS was deemed to be the accounting acquirer in the transaction. Consequently, the assets, liabilities, accumulated deficit and the historical operations reflected in the Company’s consolidated financial statements are those of ABS. All share information has been restated to reflect the effects of the reverse 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 all future filings with the SEC. | |||
CONVERTIBLE_NOTES_PAYABLE
CONVERTIBLE NOTES PAYABLE | 12 Months Ended | ||
Sep. 30, 2014 | |||
Debt Disclosure [Abstract] | ' | ||
CONVERTIBLE NOTES PAYABLE | ' | ||
7 | CONVERTIBLE NOTES PAYABLE | ||
From March 2006 through January 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 warrants had various expiration dates through January 2015. | |||
On July 5, 2011, the Company issued a convertible note for cash proceeds of $250,000. The note accrued interest at 6% per year and matured in one year. The note was convertible into the number of shares of common stock upon the closing of an equity financing of at least $750,000 by dividing the principal and accrued interest by the purchase price of the stock sold in the equity financing. Upon maturity of the note on July 5, 2012, the note holder entered into an agreement of forbearance with the Company extending time to repay the matured note and the accrued interest for an unspecified period of time. Under the terms of the agreement, interest continued to accrue at 6% per year until the note was paid or converted. | |||
The Company held $1,245,000 of notes that had matured as of September 30, 2012. An additional $50,000 matured during each of October 2012 and March 2013, bringing the total to $1,345,000. 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 completed on June 26, 2013 as described in Note 6. | |||
PRIVATE_PLACEMENT_FINANCING
PRIVATE PLACEMENT FINANCING | 12 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Private Placement Financing [Abstract] | ' | ||||||||
PRIVATE PLACEMENT FINANCING | ' | ||||||||
8 | 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 B warrants will expire on January 2, 2015. 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 Series C warrants will expire on April 2, 2015. 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 satisfied 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 September 30, 2014 was $6,270,000. As of result of a change in the estimated fair market value of the derivative liability we recorded other income of $4,121,693 for the year ended September 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 | -4,121,693 | ||||||||
Ending balance at September 30, 2014 | $ | 6,270,000 | |||||||
The derivative liabilities were valued as of February 4, 2014 and September 30, 2014, using Monte Carlo Simulation with the following assumptions: | |||||||||
September 30, | February 04, 2014 | ||||||||
2014 | |||||||||
Closing price per share of common stock | $ | 0.18 | $ | 0.3 | |||||
Exercise price per share | $ | 0.30 - 0.40 | $ | 0.30 - 0.40 | |||||
Expected volatility | 85 - 90% | 100 - 125% | |||||||
Risk-free interest rate | 0.02 - 1.55% | 0.12-1.46% | |||||||
Dividend yield | — | — | |||||||
Remaining expected term of underlying securities (years) | .33 – 4.33 | 5-Jan | |||||||
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. | |||||||||
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
STOCK-BASED COMPENSATION | ' | |||||||||||||
9 | 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. The 2013 Plan provides that on the first business day of each fiscal year commencing with fiscal year 2014, the number of shares of our common stock reserved for issuance under the 2013 Plan for all awards except for incentive stock option awards will be subject to increase by an amount 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 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 2013 Plan was increased by 2,405,809 shares to a total of 10,231,197 shares. On October 1, 2014, the aggregate number of authorized shares under the Plan was further increased by 2,883,059 shares to a total of 13,114,256 shares. | ||||||||||||||
As of September 30, 2014, a total of 5,304,212 options were issued to employees and directors and 3,565,000 options were issued to consultants. The exercise price of each option has either been equal to the closing price of a share of our common stock on the date of grant or has been determined to be in compliance with Internal Revenue Section 409A. | ||||||||||||||
2009 Stock Incentive Plan | ||||||||||||||
During 2009, ABS established the 2009 Stock Incentive Plan (the “2009 Plan”). Under the 2009 Plan, a maximum number of 707,460 shares of ABS authorized and available common stock could be issued in the form of stock options and other equity interests. Under the terms of the 2009 Plan, options and other equity interests could be granted to employees, officers, directors, consultants and advisors of the Company. The exercise price of each stock option issued under the 2009 Plan was required to equal the fair market value of the underlying shares of common stock as determined in good faith by the administrator of the 2009 Plan at the time each option was granted. | ||||||||||||||
Upon effectiveness of the 2013 Plan and the Merger, the Company ceased making awards under the 2009 Plan, and the right to receive shares of ABS pursuant to awards previously issued under the 2009 Plan was converted into the right to receive shares of the Company’s common stock. As of September 30, 2014, 579,026 shares of common stock subject to vesting had been issued under the 2009 Plan to employees, directors and consultants at fair market value, and an additional 116,973 shares had been issued to consultants not subject to vesting terms at fair market value. | ||||||||||||||
Share-based awards | ||||||||||||||
During the fiscal year ended September 30, 2014, the Company granted options to purchase 3,404,212 shares of the Company’s common stock to employees and options to purchase 2,465,000 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 $0.17 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 fiscal year ended September 30, 2014, was 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 fiscal year ended September 30, 2014; expected volatility, 77% - 134%, risk-free interest rate, 0.83% - 2.52%, expected forfeiture rate, 0.00%, expected dividend yield, 0.00%, expected term, 2.4 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 for the year ended September 30, 2014 follows: | ||||||||||||||
Option | Weighted | Weighted | Aggregate | |||||||||||
Shares | Average | Average | Intrinsic | |||||||||||
Outstanding | Exercise | Remaining | Value | |||||||||||
Price | Contractual | ($0’s) | ||||||||||||
Term (years) | ||||||||||||||
Outstanding at October 1, 2013 | 3,000,000 | $ | 0.38 | $ | - | |||||||||
Awarded | 5,869,212 | 0.33 | - | - | ||||||||||
Exercised | -231,250 | 0.4 | - | - | ||||||||||
Forfeited | - | - | - | |||||||||||
Outstanding at September 30, 2014 | 8,637,962 | $ | 0.34 | 5.46 | 2,750 | |||||||||
Vested | 4,645,935 | $ | 0.36 | 4.6 | 76 | |||||||||
Vested and expected to vest at September 30, 2014 | 8,637,962 | $ | 0.34 | 5.46 | 2,750 | |||||||||
As of September 30, 2014, 1,361,985 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 years ended September 30, 2014 and 2013 resulting from stock options awarded to the Company’s employees, directors and consultants was approximately $1,101,000 and $288,000, respectively. Of this amount during the years ended September 30, 2014 and 2013, $629,000 and $38,000, respectively was recorded to Research and Development expenses, and $472,000 and $250,000, respectively was recorded in General and Administrative expenses in the Company’s consolidated statement of operations | ||||||||||||||
As of September 30, 2014, there is approximately $965,000 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 2.03 years. | ||||||||||||||
Restricted Stock | ||||||||||||||
Restricted stock activity under the 2009 Plan and the 2013 Plan for the years ended September 30, 2014 and 2013 follows: | ||||||||||||||
2014 | 2013 | |||||||||||||
Restricted Stock | ||||||||||||||
Non Vested at October 1 | - | 56,844 | ||||||||||||
Awarded | 300,000 | - | ||||||||||||
Vested | -275,000 | -56,844 | ||||||||||||
Forfeited | - | - | ||||||||||||
Non Vested at September 30 | 25,000 | - | ||||||||||||
The weighted average restricted stock award date fair value information for the years ended September 30, 2014 and 2013 follows: | ||||||||||||||
2014 | 2013 | |||||||||||||
Non Vested at October 1 | $ | - | $ | 0.0024 | ||||||||||
Awarded | 0.345 | - | ||||||||||||
Vested | 0.345 | 0.0024 | ||||||||||||
Forfeited | - | - | ||||||||||||
Non Vested at September 30 | $ | 0.345 | $ | - | ||||||||||
Non-employee restricted shares subject to vesting are revalued at each vesting date and at the end of the reporting period, with all changes in fair value recorded as stock-based compensation expense. For the year ended September 30, 2014 and 2013, compensation expense recorded for the restricted stock awards was approximately $95,000 and $0, respectively. | ||||||||||||||
PRE_MERGER_WARRANTS
PRE MERGER WARRANTS | 12 Months Ended | |
Sep. 30, 2014 | ||
Warrants and Rights Note Disclosure [Abstract] | ' | |
PRE MERGER WARRANTS | ' | |
10 | PRE MERGER WARRANTS | |
During the period from inception (March 6, 2006) through September 30, 2013, ABS had issued a total of 42 warrants, all of which were attached to various debt instruments and commitments issued by ABS. The warrants issued were convertible into shares of Series A Preferred Stock, $.01 par value at the conversion price equal to an aggregate amount ranging from 10% to up to 50% of the principal balance of the debt. Conversion of all warrants was contingent on ABS completing a Series A Preferred Equity Financing, defined as the sale of financing securities to a third party in which ABS receives gross proceeds from investors of at least $1,000,000, excluding the conversion of the notes. The warrants were cancelled in connection with the exchange of the debt for common shares pursuant to the Merger completed on June 26, 2013 described in Note 6. | ||
COLDSTREAM_FINANCING
COLDSTREAM FINANCING | 12 Months Ended | ||
Sep. 30, 2014 | |||
Coldstream Financing [Abstract] | ' | ||
COLDSTREAM FINANCING | ' | ||
11 | 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. As of September 30, 2014, all warrants issued in connection with the Coldstream Financing have expired. | |||
NOTE_PAYABLE
NOTE PAYABLE | 12 Months Ended | ||
Sep. 30, 2014 | |||
Notes Payable [Abstract] | ' | ||
NOTE PAYABLE | ' | ||
12 | Note Payable | ||
On September 30, 2013, the Company entered into the Life Sciences Accelerator Funding Agreement (the “MLSC 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 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 we receive net proceeds of $5,000,000 or more in a 12-month period. The MLSC Loan Agreement includes warrants to purchase 145,985 shares of the Company’s common stock at an exercise price of $0.27 per share. None of the warrants, which expire on September 30, 2023, have been exercised as of September 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: 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 to additional paid-in capital. The allocation of funds to the warrants resulted in a discount on the loan, which will be accreted to interest expense over the life of the loan. For the year ended September 30, 2014, $11,059 of the loan discount has been accreted to interest expense. As of September 30, 2014 the accreted balance of MLSC Loan was $955,766. | |||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
13 | COMMITMENTS AND CONTINGENCIES | ||||
In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company's indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. As of September 30, 2014 and 2013, no amounts have been accrued related to such indemnification provisions. | |||||
From time to time, the Company may be exposed to litigation in connection with its operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. | |||||
MIT Licensing Agreement | |||||
In December, 2007, the Company entered into a license agreement with MIT pursuant to which the Company acquired an exclusive world-wide license to develop and commercialize technology related to self-assembling peptide compositions, and methods of making and using such compositions in medical and non-medical applications, including claims that cover the Company’s proposed products and methods of use thereof. The license also provides non-exclusive rights to additional intellectual property in the fields that cover the Company’s proposed products and methods of use thereof, in order to provide freedom to operate. The license provides the Company a right to sublicense the exclusively licensed intellectual property. The Company has not sublicensed the exclusively licensed intellectual property to any party for any field. | |||||
In exchange for the licenses granted in the agreement, the Company has paid MIT license maintenance fees and patent prosecution costs. The Company paid license maintenance fees of $35,000 to MIT in the fiscal year ended September 30, 2014 and $25,000 in the fiscal year ended September 30, 2013. For the years ended September 30, 2014 and 2013, the annual MIT license maintenance fees of $45,000 and $35,000, respectively, are included in accrued expenses and other liabilities on the Balance Sheet. The license maintenance fees and patent prosecution costs cover the contract year beginning January 1 thru December 31. | |||||
Annual license maintenance obligations extend through the life of the patents. The following table reflects the Company’s annual license maintenance fee commitments: | |||||
Year Ending | |||||
September 30, | |||||
2015 | $ | 45,000 | |||
2016 | 50,000 | ||||
2017 | 50,000 | ||||
2018 | 50,000 | ||||
$ | 195,000 | ||||
In addition, MIT is entitled to royalties on applicable future product sales, if any. The annual payments may be applied towards royalties payable to MIT for that year for product sales. | |||||
The Company is obligated to indemnify MIT and related parties from losses arising from claims relating to the exercise of any rights granted to the Company under the license, with certain exceptions. The maximum potential amount of future payments the Company could be required to make under this provision is unlimited. The Company considers there to be a low performance risk as of September 30, 2014. | |||||
The agreement expires upon the expiration or abandonment of all patents that are issued and licensed to the Company by MIT under such agreement. The Company expects that patents will be issued from presently pending U.S. and foreign patent applications. Any such patent will have a term of 20 years from the filing date of the underlying application. MIT may terminate the agreement immediately, if the Company ceases to carry on its business, if any nonpayment by the Company is not cured or the Company commits a material breach that is not cured. The Company may terminate the agreement for any reason upon six months’ notice to MIT. | |||||
Leases | |||||
On August 30, 2013, the Company entered into a sublease agreement for an office facility located at 20 William Street, Suite 270, Wellesley, Massachusetts 02481, effective October 1, 2013. The Company has leased this office space pursuant to the terms of a sublease agreement (the “Sublease”) with Stream Global Services, Inc. Pursuant to the terms of the Sublease, the Company has agreed to rent the leased premises, comprising approximately 2,322 square feet, through March 31, 2015 for an annual base rent equal to $26 per square foot, which is payable in monthly rental payments amounting to $5,031. In addition, the Sublease requires that the Company pay for certain operating expenses of the leased premises and a security deposit of $10,062. | |||||
The following table reflects the Company’s future minimum lease payments due under this noncancelable lease agreement as of September 30, 2014: | |||||
Year Ending | |||||
September 30, | |||||
2015 | $ | 30,186 | |||
$ | 30,186 | ||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended | ||
Sep. 30, 2014 | |||
Subsequent Events [Abstract] | ' | ||
SUBSEQUENT EVENTS | ' | ||
14 | SUBSEQUENT EVENTS | ||
The Company entered into an agreement to amend certain provisions of the Warrants (the “Amendment”) that it issued in connection with the Securities Purchase Agreement that it entered into on January 31, 2014. Under the terms of the Amendment, which became effective December 1, 2014, the Private Placement Warrants were amended to (i) reduce the exercise price of the Series B Warrants from $0.35 to $0.20, (ii) reduce the exercise price of the Series C Warrants from $0.40 to $0.20, and (iii) clarify that each Series of Private Placement Warrants may be amended without having to amend all three series of Private Placement Warrants. The number of shares of the Company’s common stock which may be purchased from the Company upon exercise of each Private Placement Warrant remained unchanged. | |||
Following the Amendment, certain holders of the Private Placement Warrants exercised portions of their Series B Warrants, resulting in an aggregate issuance of 4,000,000 shares of the Company’s common stock (which increased the number of shares of common stock outstanding to 76,076,487), and gross proceeds to the Company of $800,000. | |||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Accounting | ' |
Basis of Accounting | |
The consolidated financial statements include the accounts of Arch Therapeutics and its wholly owned subsidiary, Arch Biosurgery, Inc., a life science medical device company. All intercompany accounts and transactions have been eliminated in consolidation. | |
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. Due to the fact that we are a development stage company, we have historically included 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, except for certain required incremental disclosures from U.S. GAAP for development stage companies. We have elected to early adopt this ASU. The amendments required in this ASU have been applied retrospectively and all inception to date information has been removed from our financial statements presented within this Annual Report on Form 10-K. The clarification to Topic 275 was applied prospectively to all unrecognized tax benefits that existed at the effective date. | |
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. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. | |
Concentration of Credit Risk | ' |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash in bank deposits accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. | |
Property and Equipment | ' |
Property and Equipment | |
Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the related asset. Upon sale or retirement, the cost and accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in income or loss for the period. Repair and maintenance expenditures are charged to expense as incurred. | |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets | |
Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable in accordance with ASC 360, Property, Plant and Equipment. For assets that are to be held and used, impairment is recognized when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value. Fair values are determined based on quoted market values, discounted cash flows or internal and external appraisals, as applicable. Assets to be disposed of are carried at the lower of carrying value or estimated net realizable value. For the years ended September 30, 2014 and 2013 there has not been any impairment of long-lived assets. | |
Convertible Debt | ' |
Convertible Debt | |
The Company records a discount to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying preferred 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 to noncash interest expense using the effective interest rate method over the term of the related debt to their date of maturity. If a security or instrument becomes convertible only upon the occurrence of a future event outside the control of the Company, or, is convertible from inception, but contains conversion terms that change upon the occurrence of a future event, then any contingent beneficial conversion feature is measured and recognized when the triggering event occurs and contingency has been resolved. | |
Income Taxes | ' |
Income Taxes | |
In accordance with ASC 740, Income Taxes, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences or events that have been included in the Company’s consolidated financial statements and/or tax returns. Deferred tax assets and liabilities are based upon the differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and for loss and credit carryforwards using enacted tax rates expected to be in effect in the years in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. | |
The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is probable that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. The Company has no reserves related to uncertain tax positions as of September 30, 2014 and 2013. | |
Research and Development | ' |
Research and Development | |
The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. | |
Accounting for Stock-Based Compensation | ' |
Accounting for Stock-Based Compensation | |
The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”) that requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated financial statements based on their fair values. The Company accounts for non-employee stock-based compensation in accordance with the guidance of FASB ASC Topic 505, Equity (“FASB ASC Topic 505”), which requires that companies recognize compensation expense based on the estimated fair value of options granted to non-employees over their vesting period, which is generally the period during which services are rendered by such non-employees. FASB ASC Topic 505 requires the Company to re-measure the fair value of stock options issued to non- employee at each reporting period during the vesting period or until services are complete. | |
In accordance with FASB ASC Topic 718, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of options granted and recognizes the compensation cost of share-based awards on a straight-line basis over the vesting period of the award. | |
The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the fair value of the common stock and a number of other assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The Company does not have a history of market prices of the common stock, and as such volatility is estimated in accordance with ASC 718-10-S99 Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment (“SAB No. 107”), using historical volatilities of similar public entities. The life term for awards and, therefore, uses simplified method for all “plain vanilla” options, as defined in SAB No. 107 and the contractual term for all other employee and non-employee awards. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of our awards. The dividend yield assumption is based on history and the expectation of paying no dividends. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation expense, when recognized in the consolidated financial statements, is based on awards that are ultimately expected to vest. | |
Fair Value Measurements | ' |
Fair Value Measurements | |
The Company measures both financial and nonfinancial assets and liabilities in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures, except those that are recognized or disclosed in the consolidated financial statements at fair value on a recurring basis. The standard created a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability. | |
The Company’s financial instruments include cash and cash equivalents. Because of their short maturity, the carrying amount of cash and cash equivalents are considered to approximate fair value. | |
Subsequent Events | ' |
Subsequent Events | |
The Company evaluated all events or transactions that occurred through December 10, 2014 the date which these consolidated financial statements were available to be issued. The Company disclosed material subsequent events in Note 14. | |
Going Concern Basis of Accounting | ' |
Going Concern Basis of Accounting | |
The Company does not currently believe its existing cash resources are sufficient to meet its anticipated needs during the next twelve months. As reflected in the financial statements, the Company has an accumulated deficit, has suffered significant net losses and negative cash flows from operations, and has limited working capital. The continuation of our business as a going concern is dependent upon raising additional capital and eventually attaining and maintaining profitable operations. As of September 30, 2014, there is substantial doubt about our ability to continue as a going concern. The consolidated financial statements included in this report do not include any adjustments that might be necessary should operations discontinue. The Company expects to incur substantial expenses for the foreseeable future for the research, development and commercialization of its potential products. In addition, the Company will require additional financing in order to seek to license or acquire new assets, research and develop any potential patents and the related compounds, and obtain any further intellectual property that the Company may seek to acquire. 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. Therefore, there exists substantial doubt about the Company’s ability to continue as a going concern. Historically, the Company has funded its operations primarily through equity and debt financings. | |
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might result from this uncertainty. | |
The consolidated financial statements include the accounts of the Company as of September 30, 2014 and 2013. All significant intercompany balances and transactions have been eliminated in consolidation. | |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
PROPERTY AND EQUIPMENT | ' | |||||||||
At September 30, 2014 and 2013, property and equipment consisted of: | ||||||||||
Estimated | ||||||||||
Useful Life | 2014 | 2013 | ||||||||
Furniture and fixtures | 5 years | $ | 2,925 | $ | 2,925 | |||||
Lab equipment | 5 years | 1,000 | 3,066 | |||||||
3,925 | 5,991 | |||||||||
Less - accumulated depreciation | 3,925 | 5,669 | ||||||||
$ | - | $ | 322 | |||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of deferred tax assets and liabilities | ' | |||||||
The principal components of the Company's net deferred tax assets consisted of the following at September 30: | ||||||||
2014 | 2013 | |||||||
Net operating loss carryforwards | $ | 2,731,492 | $ | 1,332,955 | ||||
Capitalized expenditures | 381,872 | - | ||||||
Research and experimentation credit carryforwards | 63,368 | 32,559 | ||||||
Stock based compensation | 501,175 | 115,171 | ||||||
Fixed assets | 1,568 | 7,492 | ||||||
Accrued expenses | 46,230 | 35,744 | ||||||
Gross deferred tax assets | 3,725,705 | 1,523,921 | ||||||
Deferred tax asset valuation allowance | -3,725,705 | -1,523,921 | ||||||
Net deferred tax assets | $ | - | $ | - | ||||
PRIVATE_PLACEMENT_FINANCING_Ta
PRIVATE PLACEMENT FINANCING (Tables) | 12 Months Ended | ||||||||
Sep. 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 | -4,121,693 | ||||||||
Ending balance at September 30, 2014 | $ | 6,270,000 | |||||||
Schedule Of Assumptions Used To Value Derivative Liability | ' | ||||||||
The derivative liabilities were valued as of February 4, 2014 and September 30, 2014, using Monte Carlo Simulation with the following assumptions: | |||||||||
September 30, | February 04, 2014 | ||||||||
2014 | |||||||||
Closing price per share of common stock | $ | 0.18 | $ | 0.3 | |||||
Exercise price per share | $ | 0.30 - 0.40 | $ | 0.30 - 0.40 | |||||
Expected volatility | 85 - 90% | 100 - 125% | |||||||
Risk-free interest rate | 0.02 - 1.55% | 0.12-1.46% | |||||||
Dividend yield | — | — | |||||||
Remaining expected term of underlying securities (years) | .33 – 4.33 | 5-Jan | |||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended | |||||||||||||
Sep. 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 for the year ended September 30, 2014 follows: | ||||||||||||||
Option | Weighted | Weighted | Aggregate | |||||||||||
Shares | Average | Average | Intrinsic | |||||||||||
Outstanding | Exercise | Remaining | Value | |||||||||||
Price | Contractual | ($0’s) | ||||||||||||
Term (years) | ||||||||||||||
Outstanding at October 1, 2013 | 3,000,000 | $ | 0.38 | $ | - | |||||||||
Awarded | 5,869,212 | 0.33 | - | - | ||||||||||
Exercised | -231,250 | 0.4 | - | - | ||||||||||
Forfeited | - | - | - | |||||||||||
Outstanding at September 30, 2014 | 8,637,962 | $ | 0.34 | 5.46 | 2,750 | |||||||||
Vested | 4,645,935 | $ | 0.36 | 4.6 | 76 | |||||||||
Vested and expected to vest at September 30, 2014 | 8,637,962 | $ | 0.34 | 5.46 | 2,750 | |||||||||
Nonvested Restricted Stock Shares Activity | ' | |||||||||||||
Restricted stock activity under the 2009 Plan and the 2013 Plan for the years ended September 30, 2014 and 2013 follows: | ||||||||||||||
2014 | 2013 | |||||||||||||
Restricted Stock | ||||||||||||||
Non Vested at October 1 | - | 56,844 | ||||||||||||
Awarded | 300,000 | - | ||||||||||||
Vested | -275,000 | -56,844 | ||||||||||||
Forfeited | - | - | ||||||||||||
Non Vested at September 30 | 25,000 | - | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | ' | |||||||||||||
The weighted average restricted stock award date fair value information for the years ended September 30, 2014 and 2013 follows: | ||||||||||||||
2014 | 2013 | |||||||||||||
Non Vested at October 1 | $ | - | $ | 0.0024 | ||||||||||
Awarded | 0.345 | - | ||||||||||||
Vested | 0.345 | 0.0024 | ||||||||||||
Forfeited | - | - | ||||||||||||
Non Vested at September 30 | $ | 0.345 | $ | - | ||||||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Sep. 30, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Annual License Maintenance Fee Commitments | ' | ||||
The following table reflects the Company’s annual license maintenance fee commitments: | |||||
Year Ending | |||||
September 30, | |||||
2015 | $ | 45,000 | |||
2016 | 50,000 | ||||
2017 | 50,000 | ||||
2018 | 50,000 | ||||
$ | 195,000 | ||||
Schedule of Future Minimum Leases Payments | ' | ||||
The following table reflects the Company’s future minimum lease payments due under this noncancelable lease agreement as of September 30, 2014: | |||||
Year Ending | |||||
September 30, | |||||
2015 | $ | 30,186 | |||
$ | 30,186 | ||||
Property_and_Equipment_Detail
Property and Equipment (Detail) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Property, plant and equipment, gross, total | $3,925 | $5,991 |
Less - accumulated depreciation | 3,925 | 5,669 |
Property, plant and equipment, net, total | 0 | 322 |
Furniture and fixtures | ' | ' |
Property, plant and equipment, useful life | '5 years | ' |
Property, plant and equipment, gross, total | 2,925 | 2,925 |
Lab equipment | ' | ' |
Property, plant and equipment, useful life | '5 years | ' |
Property, plant and equipment, gross, total | $1,000 | $3,066 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Depreciation expense | $322 | $586 |
Property, Plant and Equipment, Disposals | 2,066 | ' |
Accumulated Depreciation | $2,066 | ' |
Income_Taxes_Detail
Income Taxes (Detail) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 |
Income Taxes [Line Items] | ' | ' |
Net operating loss carryforwards | $2,731,492 | $1,332,955 |
Capitalized expenditures | 381,872 | 0 |
Research and experimentation credit carryforwards | 63,368 | 32,559 |
Stock based compensation | 501,175 | 115,171 |
Fixed assets | 1,568 | 7,492 |
Accrued expenses | 46,230 | 35,744 |
Gross deferred tax assets | 3,725,705 | 1,523,921 |
Deferred tax asset valuation allowance | -3,725,705 | -1,523,921 |
Net deferred tax assets | $0 | $0 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Income Taxes [Line Items] | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $6,230,000 | $3,486,000 |
Research and experimentation credit carryforwards | 63,368 | 32,559 |
Deferred tax assets, operating loss carryforwards, state and local | 5,271,000 | 2,800,000 |
Valuation allowance, deferred tax asset, change in amount | 2,202,000 | 589,000 |
Expire In 2023 | ' | ' |
Income Taxes [Line Items] | ' | ' |
Research and experimentation credit carryforwards | 19,000 | 10,000 |
Expire in 2029 | ' | ' |
Income Taxes [Line Items] | ' | ' |
Research and experimentation credit carryforwards | $44,112 | $32,559 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 25 Months Ended | 31 Months Ended | 83 Months Ended | 12 Months Ended | 83 Months Ended | 91 Months Ended | 12 Months Ended | 83 Months Ended | 91 Months Ended | 1 Months Ended | ||||||||
Jul. 05, 2011 | Nov. 30, 2010 | Sep. 30, 2014 | Sep. 30, 2013 | Feb. 28, 2011 | Dec. 31, 2008 | Jan. 31, 2013 | Mar. 31, 2013 | Oct. 31, 2012 | Sep. 30, 2012 | Apr. 20, 2013 | Jan. 31, 2013 | Sep. 30, 2012 | Sep. 30, 2014 | Jan. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Jan. 31, 2013 | Sep. 30, 2013 | Feb. 28, 2009 | Feb. 28, 2009 | |
Related Parties | Related Parties | Related Parties | Maximum | Maximum | Maximum | Minimum | Minimum | Minimum | Accrued Interest Through December Thirty One Two Thousand And Nine | Accrued Interest Beginning January One Two Thousand And Ten | |||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from convertible debt | $250,000 | ' | $0 | $250,000 | $275,200 | $105,000 | $1,735,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, value, upon closing of preferred equity financing | 750,000 | ' | 1,000,000 | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of principle balance of notes on conversion price of notes | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 50.00% | 50.00% | 6.00% | 10.00% | 10.00% | 6.00% | 10.00% |
Debt instrument, maturity date | ' | ' | ' | ' | 10-Aug-10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of conversion price of convertible preferred stock | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current maturities of convertible notes payable, related parties | ' | ' | ' | ' | ' | ' | 105,000 | 1,345,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, total aggregate principal balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,880,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash bonus | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, convertible, threshold amount | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock value upon closing | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Matured Convertible Notes | ' | ' | ' | ' | ' | ' | ' | $50,000 | $50,000 | $1,245,000 | ' | $50,000 | $55,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Merger_Additional_Information_
Merger - Additional Information (Detail) | 1 Months Ended |
Jun. 26, 2013 | |
Schedule Of Merger [Line Items] | ' |
Stock issued during period shares acquisitions | 14,645,237 |
Convertible_Notes_Payable_Addi
Convertible Notes Payable - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 25 Months Ended | 31 Months Ended | 83 Months Ended | 12 Months Ended | 83 Months Ended | 91 Months Ended | 12 Months Ended | 83 Months Ended | 91 Months Ended | |||||||
Jul. 05, 2011 | Sep. 30, 2014 | Sep. 30, 2013 | Feb. 28, 2011 | Dec. 31, 2008 | Jan. 31, 2013 | Mar. 31, 2013 | Oct. 31, 2012 | Sep. 30, 2012 | Apr. 20, 2013 | Jan. 31, 2013 | Sep. 30, 2012 | Sep. 30, 2014 | Jan. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Jan. 31, 2013 | Sep. 30, 2013 | |
Related Parties [Member] | Related Parties [Member] | Related Parties [Member] | Minimum | Minimum | Minimum | Maximum | Maximum | Maximum | ||||||||||
Short-term Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from convertible debt | $250,000 | $0 | $250,000 | $275,200 | $105,000 | $1,735,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, interest rate, stated percentage | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | 10.00% | ' |
Convertible preferred stock, value, upon closing of preferred equity financing | 750,000 | 1,000,000 | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, total aggregate principal balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,880,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Matured Convertible Notes | ' | ' | ' | ' | ' | ' | 50,000 | 50,000 | 1,245,000 | ' | 50,000 | 55,000 | ' | ' | ' | ' | ' | ' |
Percentage of principle balance of notes on conversion price of notes | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 10.00% | 10.00% | 10.00% | 50.00% | 50.00% |
Convertible Notes Payable Related Parties Current | ' | ' | ' | ' | ' | $105,000 | $1,345,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Using_
Fair Value Measurements Using Significant Unobservable Inputs Level 3 (Detail) (USD $) | 12 Months Ended |
Sep. 30, 2014 | |
Adjustments to estimated fair value | $7,541,693 |
Ending balance at September 30, 2014 | 6,270,000 |
Fair Value, Inputs, Level 3 | ' |
Beginning balance at September 30, 2013 | 0 |
Issuances | 10,391,693 |
Adjustments to estimated fair value | -4,121,693 |
Ending balance at September 30, 2014 | $6,270,000 |
Assumptions_Used_For_Derivativ
Assumptions Used For Derivative Liability (Detail) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 | Feb. 04, 2014 | Sep. 30, 2014 | Feb. 04, 2014 | Sep. 30, 2014 | Feb. 04, 2014 | Sep. 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 | $0.18 | ' | ' | ' | ' |
Exercise price per share | ' | ' | ' | ' | $0.40 | $0.40 | $0.30 | $0.30 |
Expected volatility | ' | ' | ' | ' | 125.00% | 90.00% | 100.00% | 85.00% |
Risk-free interest rate | ' | ' | ' | ' | 1.46% | 1.55% | 0.12% | 0.02% |
Dividend yield | ' | ' | 0.00% | 0.00% | ' | ' | ' | ' |
Remaining expected term of underlying securities (years) | ' | ' | ' | ' | '5 years | '4 years 3 months 29 days | '1 year | '3 months 29 days |
Private_Placement_Financing_Ad
Private Placement Financing - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | |||||
Apr. 19, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jan. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | |
Private Placement | Private Placement | Series A Warrants | Series B Warrants | Series B Warrants | Series C Warrants | Series C Warrants | ||||
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 | $800,000 | ' | ' | ' | ' | ' |
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 | ' | 72,051 | 60,145 | ' | 11,400 | ' | ' | ' | ' | ' |
Common Stock, Shares Issued | ' | 72,076,487 | 60,145,237 | ' | 11,400,000 | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | ' | $0.00 | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' |
Derivative, Fair Value, Net, Total | ' | 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) | ' | 4,121,693 | 0 | ' | ' | ' | ' | ' | ' | ' |
Fair Value, Measurement with Unobservable Inputs Reconciliations, Recurring Basis, Liability Value | ' | $6,270,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock_Based_Compensation_Stock
Stock Based Compensation Stock Option Activity (Detail) (USD $) | 12 Months Ended |
Sep. 30, 2014 | |
Option Shares Outstanding | ' |
Outstanding, Beginning Balance | 3,000,000 |
Awarded | 5,869,212 |
Exercised | -231,250 |
Forfeited | 0 |
Outstanding, Ending Balance | 8,637,962 |
Vested | 4,645,935 |
Vested and expected to vest | 8,637,962 |
Weighted Average Exercise Price | ' |
Outstanding, Beginning Balance | $0.38 |
Awarded | $0.33 |
Exercised | $0.40 |
Outstanding, Ending Balance | $0.34 |
Vested | $0.36 |
Vested and expected to vest | $0.34 |
Weighted Average Remaining Contractual Term (years) | ' |
Awarded | '0 years |
Exercised | '0 years |
Forfeited | '0 years |
Balance | '5 years 5 months 16 days |
Vested | '4 years 7 months 6 days |
Vested and expected to vest | '5 years 5 months 16 days |
Aggregate Intrinsic Value | ' |
Outstanding, Beginning Balance | $0 |
Awarded | 0 |
Exercised | 0 |
Forfeited | 0 |
Outstanding, Ending Balance | 2,750 |
Vested | 76 |
Vested and expected to vest | $2,750 |
Stock_Based_Compensation_Restr
Stock Based Compensation Restricted Stock Award Activity (Detail) (Restricted Stock) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Restricted Stock | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Non Vested, Beginning Balance | 0 | 56,844 |
Awarded | 300,000 | 0 |
Vested | -275,000 | -56,844 |
Forfeited | 0 | 0 |
Non Vested, Ending Balance | 25,000 | 0 |
Weighted_Average_Restricted_St
Weighted Average Restricted Stock Award (Detail) (USD $) | 12 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Non Vested, Beginning Balance | $0 | $0.00 |
Awarded | $0.35 | $0 |
Vested | $0.35 | $0.00 |
Forfeited | $0 | $0 |
Non Vested, Ending Balance | $0.35 | $0 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Jun. 18, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Oct. 01, 2014 | Oct. 31, 2013 | Oct. 02, 2014 | Sep. 30, 2014 | Oct. 02, 2013 | Jun. 18, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2009 | Sep. 30, 2014 | Sep. 30, 2014 | |
Research and Development Expense | Research and Development Expense | General and Administrative Expense | General and Administrative Expense | Maximum | Minimum | Employees And Directors | Consultants | Employees | 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 | 2009 Stock Incentive Plan | 2009 Stock Incentive Plan | 2009 Stock Incentive Plan | ||||
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 | 60,145,237 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,825,388 | ' | ' | 707,460 | ' | ' |
Increase In Aggregate Number Of Shares | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding number of shares | ' | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, options, grants in period, gross | 5,869,212 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,465,000 | 3,404,212 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, options, outstanding, weighted average remaining contractual term | '5 years 5 months 16 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 | $0.33 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.37 | $0.17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate, minimum | 77.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected volatility rate, maximum | 134.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate, minimum | 0.83% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, fair value assumptions, risk free interest rate, maximum | 2.52% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share based compensation arrangement by share based payment award fair value assumptions expected forfeiture rate | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected dividend rate | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, fair value assumptions, expected term | ' | ' | ' | ' | ' | ' | ' | '10 years | '2 years 4 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, number of shares available for grant | 1,361,985 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated share-based compensation expense | $1,101,000 | $288,000 | ' | $629,000 | $38,000 | $472,000 | $250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 965,000 | ' | ' | ' | ' | ' | ' | ' |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | '2 years 11 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,114,256 | ' | 10,231,197 | ' | ' | ' | ' | ' | ' |
Share-based compensation arrangement by share-based payment award, number of additional shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,883,059 | 2,405,809 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,304,212 | 3,565,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Shares Subject To Vesting Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 579,026 |
Additional Common Stock Shares Subject To Vesting Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 116,973 | ' |
Restricted Stock or Unit Expense | $95,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pre_Merger_Warrants_Additional
Pre Merger Warrants - Additional Information (Detail) (USD $) | 12 Months Ended | 83 Months Ended | 91 Months Ended |
Sep. 30, 2014 | Jan. 31, 2013 | Sep. 30, 2013 | |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Debt Conversion, Converted Instrument, Warrants or Options Issued | ' | ' | 42 |
Preferred Stock, Par or Stated Value Per Share | ' | ' | 0.01 |
Percentage of principle balance of notes on conversion price of notes | 20.00% | ' | ' |
Proceeds from Issuance or Sale of Equity | ' | ' | 1,000,000 |
Minimum [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Percentage of principle balance of notes on conversion price of notes | 6.00% | 10.00% | 10.00% |
Maximum [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Percentage of principle balance of notes on conversion price of notes | 10.00% | 50.00% | 50.00% |
Coldstream_Financing_Additiona
Coldstream Financing - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |
Apr. 19, 2013 | Sep. 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 | ' | ' |
Note_Payable_Additional_Inform
Note Payable - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Apr. 19, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Warrant | 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 we receive 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 |
Notes Payable, Total | 944,707 | ' | ' | ' |
Adjustments to Additional Paid in Capital, Warrant Issued | 55,293 | ' | ' | ' |
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% | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | $0.75 | ' | $0.27 |
Interest Expense, Debt | 11,059 | ' | ' | ' |
Debt instrument, unamortized discount | $955,766 | ' | ' | ' |
Annual_License_Maintenance_Fee
Annual License Maintenance Fee Commitments (Detail) (USD $) | Sep. 30, 2014 |
Contractual Obligation Fiscal Year Maturity [Line Items] | ' |
2015 | $45,000 |
2016 | 50,000 |
2017 | 50,000 |
2018 | 50,000 |
Contractual obligation, total | $195,000 |
Schedule_of_Future_Minimum_Lea
Schedule of Future Minimum Lease Payments Due (Detail) (USD $) | Sep. 30, 2014 |
Schedule Of Future Minimum Rental Payments For Operating Leases [Line Items] | ' |
2015 | $30,186 |
Future minimum payments due, Total | $30,186 |
Recovered_Sheet1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Commitments And Contingencies [Line Items] | ' | ' | ' |
License Maintenance Costs | ' | $35,000 | $25,000 |
Payments For Rent Per Square Foot | 26 | ' | ' |
Payments For Rent Monthly Payments | 5,031 | ' | ' |
Payments For Security Deposits | 10,062 | ' | ' |
Contractual Obligation | ' | 195,000 | ' |
Patents | ' | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | '20 years | ' |
MIT Licensing Agreement | ' | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' | ' |
Contractual Obligation | ' | $45,000 | $35,000 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | Sep. 30, 2014 | Sep. 30, 2013 | Jan. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 01, 2014 | Dec. 01, 2014 | Dec. 01, 2014 | Dec. 01, 2014 |
Private Placement | Private Placement | Series B Warrants | Series B Warrants | Series B Warrants | Series C Warrants | Series C Warrants | |||
Private Placement | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |||||
Minimum | Maximum | Minimum | Maximum | ||||||
Business Acquisition, Equity Interests Issued Or Issuable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par or stated value per share | $0.00 | $0.00 | ' | $0.00 | ' | $0.35 | $0.20 | $0.40 | $0.20 |
Common stock, shares, outstanding | 72,076,487 | 60,145,237 | ' | 76,076,487 | ' | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock | ' | ' | $2,850,000 | $800,000 | ' | ' | ' | ' | ' |
Common stock aggregate issuance | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' |