Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 16, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Entity Registrant Name | Enumeral Biomedical Holdings, Inc. | ||
Entity Central Index Key | 1561551 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Trading Symbol | ENUM | ||
Entity Common Stock, Shares Outstanding | 51,607,665 | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $0 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $10,460,117 | $263,910 |
Marketable securities | 3,010,119 | 0 |
Accounts receivable | 284,401 | 125,000 |
Prepaid expenses and other current assets | 202,380 | 142,741 |
Total current assets | 13,957,017 | 531,651 |
Property and equipment, net | 1,007,127 | 747,888 |
Other assets: | ||
Restricted cash | 562,410 | 32,666 |
Other assets | 8,416 | 6,100 |
Total assets | 15,534,970 | 1,318,305 |
Current liabilities: | ||
Accounts payable ($77,748 and $126,633 due to related parties, respectively) | 614,106 | 342,595 |
Accrued expenses and other current liabilities ($0 and $50,942 due to related parties, respectively) | 217,141 | 206,035 |
Deferred rent | 32,416 | 15,101 |
Deferred revenue | 134,908 | 25,714 |
Current portion of long-term debt | 0 | 716,000 |
Derivative liabilities | 16,118,802 | 41,466 |
Total current liabilities | 17,117,373 | 1,346,911 |
Deferred rent, net of current portion | 0 | 37,267 |
Deferred revenue, net of current portion | 101,180 | 0 |
Long-term debt, net of current portion and discount | 0 | 339,348 |
Total liabilities | 17,218,553 | 1,723,526 |
Commitments and contingencies | ||
Stockholders' deficiency | ||
Preferred stock, $.001 par value; 10,000,000 shares authorized: -0- shares issued and outstanding at December 31, 2014 and 2013, respectively | 0 | 0 |
Common stock, $.001 par value; 300,000,000 shares authorized: 51,588,617 and 16,692,093 shares issued and outstanding at December 31, 2014 and 2013, respectively | 51,589 | 16,692 |
Additional paid-in-capital | 15,965,252 | 9,089,324 |
Accumulated other comprehensive loss | -9,777 | 0 |
Accumulated defict | -17,690,647 | -9,511,237 |
Total stockholders' deficiency | -1,683,583 | -405,221 |
Total liabilities and stockholders' deficiency | $15,534,970 | $1,318,305 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets [Parenthetical] (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts payable, related parties (in dollars) | $77,748 | $126,633 |
Accrued expenses and other current liabilities, related parties (in dollars) | $0 | $50,942 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 51,588,617 | 16,692,093 |
Common stock, shares outstanding | 51,588,617 | 16,692,093 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | ||
Collaboration and license revenues | $115,714 | $266,039 |
Grant revenues | 48,312 | 182,997 |
Total revenues | 164,026 | 449,036 |
Cost of revenues and expenses: | ||
Research and development | 3,575,695 | 2,369,414 |
General and administrative | 3,019,101 | 1,832,088 |
Total cost of revenue and expenses | 6,594,796 | 4,201,502 |
Loss from operations | -6,430,770 | -3,752,466 |
Other income (expense): | ||
Interest expense | -242,430 | -109,064 |
Other (expense) income | -1,690,658 | 31 |
Change in fair value of derivative liabilities | 184,448 | -3,090 |
Total other income (expense), net | -1,748,640 | -112,123 |
Net loss before income taxes | -8,179,410 | -3,864,589 |
Provision for income taxes | 0 | 0 |
Net loss | -8,179,410 | -3,864,589 |
Other comprehensive loss: | ||
Net unrealized holding losses on available-for-sale securities arising during the period | -9,777 | 0 |
Comprehensive loss | ($8,189,187) | ($3,864,589) |
Net loss per share - basic and diluted (in dollars per share) | ($0.26) | ($0.28) |
Weighted-average number of common shares attributable to common stockholders - basic and diluted (in shares) | 32,047,194 | 13,815,914 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficiency) (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2012 | $449,924 | $10,808 | $6,085,764 | $0 | ($5,646,648) |
Balance, (in shares) at Dec. 31, 2012 | 10,807,611 | ||||
Stock-based compensation expense | 367,062 | 0 | 367,062 | 0 | 0 |
Proceeds from issuance of common stock in PPO, net of issuance costs | 99,591 | 405 | 99,186 | 0 | 0 |
Proceeds from issuance of common stock in PPO, net of issuance costs (in shares) | 405,016 | ||||
Issuance of restricted stock to share holders | 1,816 | 1,816 | 0 | 0 | 0 |
Issuance of restricted stock to share holders (in shares) | 1,816,289 | ||||
Exchange of Series A-2 convertible preferred stock | 2,540,975 | 3,663 | 2,537,312 | 0 | 0 |
Exchange of Series A-2 convertible preferred stock (in shares) | 3,663,177 | ||||
Unrealized holding losses on available-for-sale securities | 0 | ||||
Net loss | -3,864,589 | 0 | 0 | 0 | -3,864,589 |
Balance at Dec. 31, 2013 | -405,221 | 16,692 | 9,089,324 | 0 | -9,511,237 |
Balance, (in shares) at Dec. 31, 2013 | 16,692,093 | ||||
Stock-based compensation expense | 659,435 | 0 | 659,435 | 0 | 0 |
Conversion of convertible promissory notes | 687,654 | 3,231 | 684,423 | 0 | 0 |
Conversion of convertible promissory notes (in shares) | 3,230,869 | ||||
Proceeds from issuance of common stock in PPO, net of issuance costs | 18,255,444 | 21,549 | 18,233,895 | 0 | 0 |
Proceeds from issuance of common stock in PPO, net of issuance costs (in shares) | 21,549,510 | ||||
Derivative liability for warrants issued in PPO and to placement Agent | -16,261,784 | 0 | -16,261,784 | 0 | 0 |
Shares issued to placement agents | 0 | 150 | -150 | 0 | 0 |
Shares issued to placement agents (in shares) | 150,000 | ||||
Recapitalization for reverse merger | 0 | 5,498 | -5,498 | 0 | 0 |
Recapitalization for reverse merger (in shares) | 5,497,800 | ||||
Exchange of Series B convertible preferred stock into common stock | 1,597,860 | 2,778 | 1,595,082 | 0 | 0 |
Exchange of Series B convertible preferred stock into common stock (in shares) | 2,777,687 | ||||
Issuance of common stock to pre-merger share holders | 1,690,658 | 1,691 | 1,688,967 | 0 | 0 |
Issuance of common stock to pre-merger share holders (in shares) | 1,690,658 | ||||
Beneficial conversion feature and warrant associated with convertible promissory note | 281,558 | 0 | 281,558 | 0 | 0 |
Unrealized holding losses on available-for-sale securities | -9,777 | 0 | 0 | -9,777 | 0 |
Net loss | -8,179,410 | 0 | 0 | 0 | -8,179,410 |
Balance at Dec. 31, 2014 | ($1,683,583) | $51,589 | $15,965,252 | ($9,777) | ($17,690,647) |
Balance, (in shares) at Dec. 31, 2014 | 51,588,617 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($8,179,410) | ($3,864,589) |
Adjustments to reconcile net loss to net cash used in operating activites: | ||
Depreciation and Amortization | 304,456 | 280,725 |
Stock-based compensation | 659,435 | 367,062 |
Change in fair value of derivatives | -184,448 | 3,090 |
Non-cash costs associated with reverse merger | 1,690,658 | 0 |
Accretion of debt discount | 177,712 | 6,613 |
Issuance of common stock pursuant to license agreement | 0 | 35,868 |
Changes in operating assets and liabilities: | ||
Accounts receivables | -159,401 | -71,311 |
Prepaid expenses and other assets | -61,955 | -59,061 |
Accounts payable | 271,511 | -15,872 |
Accrued expenses and other current liabilities | 52,606 | 68,299 |
Deferred rent | -19,952 | -11,584 |
Deferred revenue | 210,374 | -48,113 |
Net cash used in operating activities | -5,238,414 | -3,308,873 |
Cash flows from investing activities: | ||
Purchases of property and equipment | -563,695 | -63,049 |
Purchase of marketable securities | -3,019,896 | 0 |
Security deposit | -529,744 | -31 |
Net cash used in investing activities | -4,113,335 | -63,080 |
Cash flows from financing activities: | ||
Proceeds from issuance of Series A-2 convertible preferred stock, net of issuance costs | 0 | 2,540,975 |
Proceeds from issuance of Series B convertible preferred stock, net of issuance costs | 1,597,860 | 0 |
Proceeds from issuance of common stock | 0 | 63,354 |
Proceeds from issuance of common stock in PPO, net of issuance costs | 18,255,444 | 0 |
Proceeds from issuance of convertible promissory note | 750,000 | 0 |
Payments on long-term debt | -1,055,348 | -716,000 |
Net cash provided by financing activities | 19,547,956 | 1,888,329 |
Net Increase (decrease) in cash and cash equivalents | 10,196,207 | -1,483,624 |
Cash and cash equivalents, beginning of period | 263,910 | 1,747,534 |
Cash and cash equivalents, end of period | 10,460,117 | 263,910 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 73,977 | 107,265 |
Conversion of convertible note and accrued interest, net of beneficial conversion feature | $687,654 | $0 |
NATURE_OF_BUSINESS
NATURE OF BUSINESS | 12 Months Ended |
Dec. 31, 2014 | |
NATURE OF BUSINESS [Abstract] | |
NATURE OF BUSINESS | 1 - NATURE OF BUSINESS |
Enumeral Biomedical Corp. (“Enumeral”) was founded in 2009 in the state of Delaware as Enumeral Technologies, Inc. The name was later changed to Enumeral Biomedical Corp. | |
On July 31, 2014 (the “Closing Date”), Enumeral entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Enumeral Biomedical Holdings, Inc., which was formerly known as Cerulean Group, Inc. (“Enumeral Biomedical” or the “Company”), and Enumeral Acquisition Corp., a wholly owned subsidiary of Enumeral Biomedical (“Acquisition Sub”), pursuant to which the Acquisition Sub merged with and into Enumeral (the “Merger”). Enumeral was the surviving corporation in the Merger and became a wholly owned subsidiary of the Company. | |
As a result of the Merger, all issued and outstanding common and preferred shares of Enumeral were exchanged for common shares of Enumeral Biomedical Holdings, Inc. The Merger is considered to be a recapitalization of the Company which has been retrospectively applied to these financial statements for all periods presented. | |
Upon the closing of the Merger and under the terms of a split-off agreement and a general release agreement (the “Split-Off Agreement”), the Company transferred all of its pre-Merger operating assets and liabilities to its wholly-owned special-purpose subsidiary, Cerulean Operating Corp. (the “Split-Off Subsidiary”). Thereafter, pursuant to the Split-Off Agreement, the Company transferred all of the outstanding shares of capital stock of Split-Off Subsidiary to the pre-Merger majority stockholder of the Company, and the former sole officer and director of the Company (the “Split-Off”), in consideration of and in exchange for (i) the surrender and cancellation of an aggregate of 23,100,000 shares of the Company’s common stock held by such stockholder (which were cancelled and will resume the status of authorized but unissued shares of the Company’s common Stock) and (ii) certain representations, covenants and indemnities. | |
As a result of the Merger and Split-Off, the Company discontinued its pre-Merger business and acquired the business of Enumeral, and will continue the existing business operations of Enumeral as a publicly-traded company under the name Enumeral Biomedical Holdings, Inc. | |
Following the Merger, the Company is discovering and developing novel therapeutics known as immunomodulators or immunotherapies that help the immune system attack diseased cells. The Company believes it has a unique ability to extensively interrogate cells of the human immune system for drug candidate validation, and that this ability could give the Company a distinct advantage in selecting potential best-in-class candidates. The Company is building a pipeline of drug candidates for the treatment of cancer, infectious, and inflammatory diseases and leveraging the breadth of the Company’s technology in order to drive near-term cash flows from out-licensing of the Company’s drug candidates and through strategic collaboration partnerships. The Company’s near-term goals include performance of preclinical testing on drug candidates resulting from internal programs to generate data to support the Company’s ability to obtain revenue from co-development partners. The Company has focused its research efforts on using its proprietary drug discovery platform utilizing, in part, technology licensed by Enumeral from the Massachusetts Institute of Technology, Harvard University and other institutions to identify and elucidate antibodies and antigens that are responsible for diseases that affect millions of individuals and are underserved by current therapeutic alternatives. These diseases have included cancer, infectious, and inflammatory diseases. The Company believes that the breadth of the drug discovery platform offers the potential to grow through revenue-generating collaborative research and development partnerships. | |
RISK_AND_UNCERTAINTIES
RISK AND UNCERTAINTIES | 12 Months Ended |
Dec. 31, 2014 | |
RISK AND UNCERTAINTIES [Abstract] | |
RISK AND UNCERTAINTIES | 2 - RISK AND UNCERTAINTIES |
The Company is subject to a number of risks common to emerging companies in the life sciences industry. Principal among these risks are the uncertainties of the drug development process, technological innovations, dependence on key individuals, development of the same or similar technological innovations by the Company’s competitors, protection of proprietary technology, compliance with government regulations and approval requirements, uncertainty of market acceptance of products, product liability, and the need to obtain financing necessary to fund future operations. | |
As of December 31, 2014, the Company has a working capital deficiency of $3,160,356 due to $16,118,802 of derivative liabilities, and an accumulated deficit of $17,690,647. Additionally, the Company has incurred negative cash flows from operations and net losses to date. | |
The continued operations of the Company are dependent upon the Company's ability to meet its financial requirements, raise additional capital, and the success of its future operations. The Company believes that its existing cash and cash equivalents at December 31, 2014 will be sufficient to fund its operations for at least the next 12 months. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||
Basis of Presentation | ||||||||||||||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). | ||||||||||||||
Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to accruals, stock-based compensation expense, warrants to purchase securities, and reported amounts of revenues and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. | ||||||||||||||
Principles of Consolidation and Presentation | ||||||||||||||
The consolidated financial statements include the accounts of the Company and its subsidiaries. In these consolidated financial statements, “subsidiaries” are companies that are wholly owned, the accounts of which are consolidated with those of the Company. Significant intercompany transactions and balances are eliminated in consolidation. | ||||||||||||||
Recently Adopted Accounting Standards | ||||||||||||||
On June 10, 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation (“ASU 2014-10”), which eliminates the concept of a development stage entity in its entirety from current accounting guidance. Amendments to the consolidation guidance may result in more development stage entities (“DSE”) being considered variable interest entities. The new guidance applies to all entities that previously met the definition of a DSE. ASU 2014-10 is effective for public business entities for annual reporting periods beginning after December 15, 2015, and interim periods therein. Early adoption of the new standard is permitted. Management has elected to early adopt ASU 2014-10, as permitted and, accordingly, has not included the inception-to-date disclosures and other previously required disclosures for development stage entities. | ||||||||||||||
Segment information | ||||||||||||||
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment, which is the business of discovering and developing novel therapeutics known as immunomodulators or immunotherapies that help the immune system attack diseased cells. The Company operates in only one geographic segment. | ||||||||||||||
Cash and Cash Equivalents | ||||||||||||||
The Company considers all highly liquid investments with maturities of 90 days or less from the purchase date to be cash equivalents. Cash and cash equivalents are held in depository and money market accounts and are reported at fair value. | ||||||||||||||
Marketable securities consist of U.S. treasury securities with maturities of more than 90 days. The Company has determined the appropriate balance sheet classification of the securities as current since they are available for use in current operating activities, regardless of actual maturity dates, and are recorded on the balance sheet at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income (loss), which is a separate component of stockholders’ equity when securities are sold, the unrealized gains and losses are reclassified to net earnings. | ||||||||||||||
Concentration of Credit Risk | ||||||||||||||
The Company has no significant off-balance sheet concentrations of credit risk such as foreign currency exchange contracts, option contracts or other hedging arrangements. Financial instruments that subject the Company to credit risk consists primarily of cash and cash equivalents. The Company generally invests its cash in money market funds, U.S. Treasury securities and U.S. Agency securities that are subject to minimal credit and market risk. Management has established guidelines relative to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. At times, the Company’s cash balances may exceed the current insured amounts under the Federal Deposit Insurance Corporation. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Fair values of financial instruments included in current assets and current liabilities are estimated to approximate their book values, due to the short maturity of such instruments. All debt was based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. The Company’s assets and liabilities that are measured at fair value on a recurring basis are measured in accordance with FASB’s Accounting Standards Codification 820, Fair Value Measurements and Disclosures, which establishes a three-level valuation hierarchy for measuring fair value and expands financial statement disclosures about fair value measurements. | ||||||||||||||
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: | ||||||||||||||
· | Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets in active markets. | |||||||||||||
· | Level 2: Inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |||||||||||||
· | Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. | |||||||||||||
The Company’s cash equivalents carried at fair value are primarily comprised of investments in a U.S. Treasury and federal agency backed money market funds. The valuation of the Company’s derivative liabilities is discussed below and in Note 10. The following table presents information about the Company’s financial assets and liabilities measured at a fair value on a recurring basis as of December 31, 2014 and December 31, 2013: | ||||||||||||||
Quoted Prices in | Observable | Unobservable | ||||||||||||
December 31, | Active Markets | Inputs | Inputs | |||||||||||
2014 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Assets | ||||||||||||||
Cash | $ | 211,329 | $ | 211,329 | $ | - | $ | - | ||||||
Money Market funds, included in cash equivalents | $ | 10,248,788 | $ | 10,248,788 | $ | - | $ | - | ||||||
Marketable securities – U.S. Treasuries | $ | 3,010,119 | $ | 3,010,119 | $ | - | $ | - | ||||||
Liabilities | ||||||||||||||
Derivative liabilities | $ | 16,118,802 | $ | - | $ | - | $ | 16,118,802 | ||||||
Quoted Prices | ||||||||||||||
in Active | Observable | Unobservable | ||||||||||||
December 31, | Markets | Inputs | Inputs | |||||||||||
2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Assets | ||||||||||||||
Cash and cash equivalents | $ | 263,910 | $ | 263,910 | $ | - | $ | - | ||||||
Liabilities | ||||||||||||||
Derivative liabilities | $ | 41,466 | $ | - | $ | - | $ | 41,466 | ||||||
The following table provides a roll forward of the fair value of the Company’s warrant liabilities, using Level 3 inputs: | ||||||||||||||
Balance at December 31, 2013 | $ | 41,466 | ||||||||||||
Warrants granted with PPO at July 31, 2014 | 16,261,784 | |||||||||||||
Change in fair value | -184,448 | |||||||||||||
Balance at December 31, 2014 | $ | 16,118,802 | ||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ||||||||||||||
Trade receivables are recorded at the invoiced amount. The Company maintains allowances for doubtful accounts, if needed, for estimated losses resulting from the inability of customers to make required payments. This allowance is based on specific customer account reviews and historical collections experience. There was no allowance for doubtful accounts as of December 31, 2014 or December 31, 2013. | ||||||||||||||
Property and Equipment | ||||||||||||||
Property and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. Depreciation is provided using the straight-line method over the estimated useful lives of the assets as follows: | ||||||||||||||
Lab equipment | 5 years | |||||||||||||
Computer equipment and software | 3 years | |||||||||||||
Furniture | 3 years | |||||||||||||
Leasehold improvements | Shorter of useful life or life of the lease | |||||||||||||
Impairment of Long-Lived Assets | ||||||||||||||
Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicated that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. There have been no impairments recognized during the years ended December 31, 2014 and 2013, respectively. | ||||||||||||||
Revenue Recognition | ||||||||||||||
Collaboration and license revenue | ||||||||||||||
Non-refundable license fees are recognized as revenue when the Company has a contractual right to receive such payment, the contract price is fixed or determinable, the collection of the resulting receivable is reasonably assured and the Company has no further performance obligations under the license agreement. Multiple element arrangements, such as license and development arrangements are analyzed to determine whether the deliverables, which often include license and performance obligations such as research and steering committee services, can be separated or whether they must be accounted for as a single unit of accounting in accordance with GAAP. The Company recognizes up-front license payments as revenue upon delivery of the license only if the license has stand-alone value and the fair value of the undelivered performance obligations, typically including research and/or steering committee services, can be determined. If the fair value of the undelivered performance obligations can be determined, such obligations would then be accounted for separately as performed. If the license is considered to either (i) not have stand-alone or (ii) have stand-alone value but the fair value of any of the undelivered performance obligations cannot be determined, the arrangement would then be accounted for as a single unit of accounting and the license payments and payments for performance obligations are recognized as revenue over the estimated period of when the performance obligations are performed. | ||||||||||||||
Whenever the Company determines that an arrangement should be accounted for as a single unit of accounting, it must determine the period over which the performance obligations will be performed and revenue will be recognized. Revenue will be recognized using either a relative performance or straight-line method. The Company recognizes revenue using the relative performance method provided that the Company can reasonably estimate the level of effort required to complete its performance obligations under an arrangement and such performance obligations are provided on a best-efforts basis. Direct labor hours or full-time equivalents are typically used as a measure of performance. Revenue recognized under the relative performance method would be determined by multiplying the total payments under the contract, excluding royalties and payments contingent upon achievement of substantive milestones, by the ratio of level of effort incurred to date to estimated total level of effort required to complete the Company’s performance obligations under the arrangement. Revenue is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the relative performance method, as of each reporting period. | ||||||||||||||
If the Company cannot reasonably estimate the level of effort required to complete its performance obligations under an arrangement, the performance obligations are provided on best-efforts basis and the Company can reasonably estimate when the performance obligation ceases or the remaining obligations become inconsequential and perfunctory. At that time, the total payments under the arrangement, excluding royalties and payments contingent upon achievement of substantive milestones, would be recognized as revenue on a straight-line basis over a period the Company expects to complete its performance obligations. | ||||||||||||||
Revenue is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line basis, as of the period ending date. | ||||||||||||||
The difference between the total consideration received to date and the revenue recognized is recorded as deferred collaboration revenue. Deferred collaboration revenue totaled $0 and $25,714 at December 31, 2014 and December 31, 2013, respectively. | ||||||||||||||
Grant Revenue | ||||||||||||||
The Company recognizes nonrefundable grant revenue that is earned in connection with its Research Agreement with the National Cancer Institute (“NCI”). Grant revenue consists of a portion of the funds received to date by the NCI, which allow the Company to conduct research on colon cancer tissues. Revenue is recognized as the related research services are performed in accordance with the terms of the agreement. The Company recognized $48,312 in grant revenue associated with the Phase II NCI grant for the year ended December 31, 2014. The Company recognized $182,997 in grant revenue associated with the Phase I NCI grant for the year ended December 31, 2013. The difference between the total consideration received to date and the revenue recognized is recorded as deferred grant revenue. Deferred grant revenue totaled $236,088 at December 31, 2014 and $0 at December 31, 2013. In September 2014, the Company was awarded a Phase II Small Business Innovation Research contract from NCI. | ||||||||||||||
Research and Development Expenses | ||||||||||||||
Research and development expenditures are charged to the statement of operations as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries and benefits, facilities costs, clinical supply costs, contract services, depreciation and amortization expense and other related costs. Costs associated with acquired technology, in the form of upfront fees or milestone payments, are charged to research and development expense as incurred. Legal fees incurred in connection with patent applications, along with fees associated with the license to the Company’s core technology, are expensed as research and development expense. | ||||||||||||||
Derivative Liabilities | ||||||||||||||
The Company’s derivative liabilities relates to (a) warrants to purchase an aggregate of 23,549,510 shares of the Company’s common stock that were issued in connection with the July 2014 PPO (as defined below in Note 9) and (b) warrants to purchase 41,659 shares of Enumeral Series A Preferred Stock that were issued in December 2011 and June 2012 pursuant to Enumeral’s debt financing arrangement with Square 1 Bank (as further described in Note 6) that were subsequently converted into warrants to purchase 66,574 shares of the Company’s common stock in connection with the July 2014 Merger. Additional detail regarding these warrants can be found in Note 10 below. | ||||||||||||||
Due to the price protection provision included in the warrant agreements, the warrants were deemed to be liabilities and, therefore, the fair value of the warrants is recorded in the current liability section of the balance sheet. As such, the outstanding warrants are revalued each reporting period with the resulting gains and losses recorded as the change in fair value of derivative liability on the statement of operations and comprehensive loss. | ||||||||||||||
The Company used the Black-Scholes option-pricing model to estimate the fair values of the issued and outstanding warrants upon issuance and as of December 31, 2014. | ||||||||||||||
Comprehensive Loss | ||||||||||||||
Other comprehensive loss is comprised of unrealized holding gains and losses arising during the period on available-for-sale securities that are not other-than-temporarily impaired. During the year ended December 31, 2014, there were no reclassifications out of accumulated other comprehensive loss. | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
The Company accounts for its stock-based compensation awards to employees and directors in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock, to be recognized in the statements of operations and comprehensive loss based on their grant date fair values. Compensation expense related to awards to employees is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity, and are expensed using an accelerated attribution model. | ||||||||||||||
The Company estimates the fair value of its stock options using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (a) the expected stock price volatility, (b) the expected term of the award, (c) the risk-free interest rate, (d) expected dividends and e) the estimated fair value of its Common Stock on the measurement date. Due to the lack of a public market for the trading of its Common Stock and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. When selecting these public companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company computes historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Due to the lack of Company specific historical option activity, the Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. The expected term for non-employee awards is the remaining contractual term of the option. The risk-free interest rates are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid dividends, and does not expect to pay dividends in the foreseeable future. | ||||||||||||||
The Company is also required to estimate forfeitures at the time of grant, and revise those estimates in subsequent periods if actual forfeitures differ from its estimates. The Company uses historical data to estimate forfeitures and records stock-based compensation expense only for those awards that are expected to vest. To the extent that actual forfeitures differ from the Company’s estimates, the differences are recorded as a cumulative adjustment in the period the estimates were revised. Stock-based compensation expense recognized in the financial statements is based on awards that are ultimately expected to vest. | ||||||||||||||
The Company recognizes the compensation cost of employee share-based awards on a straight-line basis over the employee’s requisite service period of each award, which is generally the vesting period. The fair value of the restricted stock awards granted to employees is based upon the fair value of the common stock on the date of grant. Expense is recognized over the vesting period. | ||||||||||||||
The Company has recorded stock-based compensation expense of $659,435 and $367,062 for the years ended December 31, 2014 and 2013, respectively. | ||||||||||||||
Prior to the Merger, Enumeral engaged a third party to develop an estimate of the fair value of a share of Enumeral’s common stock on a fully-diluted, minority, non-marketable basis as of December 31, 2013. Based upon unaudited historical, pro-forma and/or forecast financial and operational information, which Enumeral management represented as accurately reflecting the company’s operating results and financial position, the third party utilized both a market approach (using various financial statement metrics of similar enterprises’ equity securities to estimate the fair value of Enumeral’s equity securities) and an income approach (which bases value on expectations of future income and cash flows) in their analyses. The fair value of a single share of common stock was determined using the option pricing method, which treats common and preferred stock as call options on the aggregate enterprise value and using traditional models, including Black-Scholes or binomial models, to calculate share values. | ||||||||||||||
Following the Merger, the Company’s common stock became publicly traded, and fair market value is determined based on the closing sales price of the Company’s common stock on the OTC Markets. | ||||||||||||||
During the year ended December 31, 2014, the Company engaged a third party to develop a binomial lattice model to estimate the fair value of options to purchase a total of 450,000 shares with vesting based on the future performance of a share of the Company’s common stock. | ||||||||||||||
Earnings (Loss) Per Share | ||||||||||||||
Basic earnings (loss) per common share amounts are based on weighted average number of common shares outstanding. Diluted earnings per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all potentially dilutive stock options, warrants and convertible debt, subject to anti-dilution limitations. All such potentially dilutive instruments were anti-dilutive as of December 31, 2014 and December 31, 2013. At December 31, 2014 and December 31, 2013, the number of shares underlying options and warrants that were anti-dilutive was approximately 27.5 million shares and 0.9 million shares, respectively. | ||||||||||||||
Income Taxes | ||||||||||||||
Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (“ACS 740”), which provides for deferred taxes using an asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. The Company has evaluated available evidence and concluded that the Company may not realize the benefit of its deferred tax assets; therefore a valuation allowance has been established for the full amount of the deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. | ||||||||||||||
The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740 and has no uncertain tax liabilities at December 31, 2014 or December 31, 2013. The guidance requires the Company to determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authority. If a tax position meets the more likely than not recognition criteria, the guidance requires the tax position be measured at the largest amount of benefit greater than 50% likely of being realized upon ultimate settlement. | ||||||||||||||
New Accounting Pronouncements | ||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU provides for a single comprehensive model for use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for interim and annual periods beginning after December 15, 2016 with no early adoption permitted. The Company is required to adopt the amendments in the ASU using one of two acceptable methods. The Company is currently in the process of determining which adoption method it will apply and evaluating the impact of the guidance on its consolidated financial statements. | ||||||||||||||
In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718). The ASU clarifies how entities should treat performance targets that can be achieved after the requisite service period of a share-based payment award. The accounting standard is effective for interim and annual periods beginning after December 15, 2015 and is not expected to have a material impact on the consolidated financial statements. | ||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40). The ASU requires all entities to evaluate for the existence of conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the issuance date of the financial statements. The accounting standard is effective for interim and annual periods ending after December 15, 2016, and will not have a material impact on the consolidated financial statements, but may impact the Company’s footnote disclosures. | ||||||||||||||
Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption. | ||||||||||||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
PROPERTY AND EQUIPMENT [Abstract] | ||||||||
PROPERTY AND EQUIPMENT | 4 - PROPERTY AND EQUIPMENT | |||||||
Property and equipment, net consist of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Laboratory equipment | $ | 1,611,513 | $ | 1,082,438 | ||||
Computer/office equipment and software | 117,429 | 87,563 | ||||||
Furniture, fixtures and office equipment | 23,526 | 18,772 | ||||||
Leasehold improvements | 112,507 | 112,507 | ||||||
1,864,975 | 1,301,280 | |||||||
Less - Accumulated depreciation and amortization | -857,848 | -553,392 | ||||||
Total property and equipment, net | $ | 1,007,127 | $ | 747,888 | ||||
Depreciation and amortization expense for the twelve months ended December 31, 2014 and 2013 were $304,456 and $280,725, respectively | ||||||||
RESTRICTED_CASH
RESTRICTED CASH | 12 Months Ended |
Dec. 31, 2014 | |
Cash and Cash Equivalents [Abstract] | |
Restricted Cash Disclosure [Text Block] | 5 – RESTRICTED CASH |
We held $562,410 and $32,666 in restricted cash as of December 31, 2014 and December 31, 2013, respectively. The balances are primarily held on deposit with a bank to collateralize standby letters of credit in the name of our facility lessors in accordance with our facility lease agreements. | |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2014 | |
DEBT [Abstract] | |
DEBT | 6 – DEBT |
Square 1 Financing and Security Agreement | |
In December 2011, Enumeral entered into a $1.79 million venture debt financing with Square 1 Bank (as subsequently amended, the “Square 1 Financing”), pursuant to which Enumeral was required to comply with certain covenants on an annual basis. Enumeral was required to meet a maximum cash burn or liquidity ratio as indicated in the term loan agreement. In February 2014, Enumeral revised the terms of its Loan and Security Agreement with Square 1 Bank, whereby Enumeral agreed to complete an equity financing for gross cash proceeds of $2.0 million by March 31, 2014 and $4.0 million by June 30, 2014. Additionally, beginning on the date that Enumeral completed an equity financing for gross cash proceeds of $2.0 million, a monthly minimum unrestricted cash balance was required based upon three times the trailing three month cash burn. | |
In June 2014, Enumeral further revised the terms of its Loan and Security Agreement with Square 1 Bank, whereby Enumeral extended its deadline to complete an equity financing for gross cash proceeds of $4.0 million to August 1, 2014. Additionally, Enumeral amended its minimum cash requirement beginning June 26, 2014 through August 1, 2014, pursuant to which Enumeral was required to maintain a minimum of $300,000 in unrestricted cash. | |
In August 2014, Enumeral fully repaid this loan. | |
In connection with the Square 1 Financing, Enumeral issued warrants to purchase an aggregate of 41,659 shares of Enumeral Series A preferred stock that were subsequently converted into warrants to purchase 66,574 shares of the Company’s common stock in connection with the July 2014 Merger, as further described in Note 10 below. | |
Convertible Promissory Notes | |
In February 2014, Enumeral raised $750,000 by issuing convertible promissory notes at 12% interest per annum. The maturity date was July 2015. The holders of these notes had the right to convert the notes into shares of common stock at a premerger conversion price of $0.27 per share. In July 2014, the principal of $750,000 and accrued interest of $41,500, offset by $103,846 of debt discount, related to these notes were converted into 3,230,869 shares of common stock (see Note 8). If prior to maturity or conversion, Enumeral consummated a liquidation event as defined, at the election of the holder, (a) Enumeral would have been required to pay the holders an amount equal to the sum of three times the total principal amount then outstanding under these notes, plus all accrued and unpaid interest due, (b) the outstanding principal of the notes would have automatically converted into shares of Enumeral’s Series A-2 Preferred Stock at the closing of the liquidation event at the Series A-2 Original Issue Price, and (c) the outstanding principal of the notes would have automatically converted into shares of Enumeral’s common stock at the closing of the liquidation event at a price per share of $0.27. | |
Enumeral allocated proceeds to the convertible notes and the warrants based upon the relative fair value on the issuance date which resulted in a $140,779 debt discount on the convertible promissory notes and $140,779 allocated to the warrants, recorded in equity. The allocation of proceeds to the warrants gave rise to a beneficial conversion feature which was recorded at the intrinsic value ($140,779) calculated as the difference between the adjusted conversion price of approximately $0.22 and the estimated fair value of Enumeral’s common stock of $0.27. For the year ended December 31, 2014, the Company recorded $177,712 to interest expense as it relates to the beneficial conversion feature and debt discount associated with warrants. | |
COMMITMENTS
COMMITMENTS | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS [Abstract] | |||||
COMMITMENTS | 7 - COMMITMENTS | ||||
Operating Leases | |||||
In March 2015, the Company relocated its offices and research laboratories to 200 CambridgePark Drive in Cambridge, Massachusetts. The Company is leasing 16,825 square feet at this facility (the “Premises”) pursuant to Indenture of Lease (the “Lease”) that the Company entered into in November 2014. Under the terms of the Lease, the Company will receive the benefit of a mutually agreed upon “turn-key” build out by the landlord for the Premises. The term of the Lease is for five years, and the initial base rent is $42.50 per square foot, or approximately $715,062 on an annual basis. The base rent will increase incrementally over the term of the Lease, reaching approximately $804,739 on an annual basis in the fifth year of the term. In addition, the Company is obligated to pay a proportionate share of the operating expenses and applicable taxes associated with the premises, as calculated pursuant to the terms of the Lease. The Company is also obligated to deliver a security deposit to the landlord in the amount of $529,699, either in the form of cash or an irrevocable letter of credit, which may be reduced to $411,988 following the second anniversary of the commencement date under the Lease, provided that the Company meets certain financial conditions set forth in the Lease. | |||||
The Company previously occupied offices and research laboratories in approximately 4,782 square feet of space at One Kendall Square in Cambridge, Massachusetts, at a current annual rent of $248,664. Enumeral’s lease for this space expires on November 30, 2015. Enumeral maintains a security deposit relating to the facility, recorded as restricted cash on the accompanying consolidated balance sheet. | |||||
In addition, the Company maintains a small corporate office at 1370 Broadway in New York, New York, at a current annual rate of $21,600. The lease for the Company’s New York offices expires on December 31, 2015. | |||||
Rent expense was $309,475 and $292,390 for the years ended December 31, 2014 and 2013, respectively. | |||||
Future operating lease commitments as of December 31, 2014 are as follows: | |||||
Years Ending December 31, | |||||
2015 | $ | 846,404 | |||
2016 | 733,009 | ||||
2017 | 754,966 | ||||
2018 | 777,567 | ||||
2019 | 800,842 | ||||
Thereafter | 134,123 | ||||
$ | 4,046,911 | ||||
Employment Agreements | |||||
The Company has employment agreements with certain members of management which contain minimum annual salaries and severance benefits if their employment is terminated prior to the term of the agreements. | |||||
LICENSE_AGREEMENT_AND_RELATEDP
LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS [Abstract] | |
LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS | 8 – LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS |
License Agreement | |
In April 2011, Enumeral licensed certain intellectual property from the Massachusetts Institute of Technology (“MIT”), then a related party (as one of Enumeral’s scientific co-founders was an employee of MIT), pursuant to an Exclusive License Agreement (the “License Agreement”), in exchange for the payment of upfront license fees and a commitment to pay annual license fees, patent costs, milestone payments, royalties on sublicense income and, upon product commercialization, royalties on the sales of products covered by the licenses or income from corporate partners, and the issuance of 66,303 shares of Enumeral common stock. | |
All amounts paid related to the license fees have been expensed as research and development by Enumeral as incurred. The Company incurred $25,000 and $20,000 in the yearsended December 31, 2014 and 2013, respectively. | |
In addition to potential future royalty and milestone payments that Enumeral may have to pay MIT per the terms of the License Agreement, Enumeral is obligated to pay an annual fee of $30,000 in 2015, $40,000 in 2016, and $50,000 every year thereafter unless the License Agreement is terminated. To date, no milestone payments have been earned or made. No royalty payments have been payable as Enumeral has not commercialized any products as set forth in the License Agreement. Enumeral reimburses the costs to MIT and Harvard University for the continued prosecution of the licensed patent estate. For the years ended December 31, 2014 and 2013, Enumeral paid $505,697 and $207,220 to MIT and $173,525 and $27,812 to Harvard, respectively. | |
As of the effective date of the License Agreement through the date upon which $7,500,000 of funding for Enumeral’s capital stock has been achieved, Enumeral is required to issue MIT and affiliates an aggregate amount of shares equaling 3% of Enumeral’s issued and outstanding common stock on a fully diluted basis. In March 2013, Enumeral and MIT amended the License Agreement to clarify how equity issuances are to be made under the terms of the License Agreement. In April of 2013, Enumeral satisfied the $7,500,000 funding requirement through the Series A-2 financing which fulfilled the provision in the License Agreement that required Enumeral to issue shares to MIT and other licensing institutions set forth in the License Agreement. During 2013, Enumeral issued 146,406 shares of common stock under this provision of the License Agreement. During the year ended December 31, 2013, the Company incurred stock based compensation expense related to these additional shares in the amount of $35,867. | |
The License Agreement also contained a provision whereby after the $7,500,000 funding requirement is met, MIT and other licensing institutions set forth in the License Agreement have a right to participate in certain future equity issuances by Enumeral. In addition, pursuant to that provision Enumeral may have to issue additional shares to MIT and other licensing institutions set forth in the License Agreement if Enumeral issues common stock at a price per share that is less than the fair market value per share of the common stock issued to MIT and such licensing institutions based upon a weighted average formula set forth in the License Agreement. In July 2014, Enumeral and MIT entered into a second amendment to the License Agreement, pursuant to which MIT’s participation rights and anti-dilution rights under the license agreement were terminated. Other than the exchange of Enumeral’s common stock for the Company’s common stock in connection with the Merger, the Company did not issue any shares of common stock to MIT and such other licensing institutions in connection with the License Agreement in 2014. | |
Consulting Agreements | |
On April 19, 2011, Enumeral entered into a consulting agreement with Barry Buckland, Ph.D., a member of the board of directors. Pursuant to the original agreement, Dr. Buckland was compensated through the issuance of 159,045 shares of restricted common stock of Enumeral that vested on the following schedule: 25% on the execution of the contract, 25% on April 19, 2012 and the remaining 50% vesting in equal monthly installments through April 1, 2014. These shares were subsequently converted into 175,286 shares of the Company’s common stock in connection with the Merger. The term of the consulting agreement was three years. On February 11, 2013, the consulting agreement was amended so that Dr. Buckland would receive $75,000 per year for a period of one year. On August 14, 2013, the consulting agreement was amended so that Dr. Buckland would receive $37,500 per year for a period of one year. In September 2014, the Company and Dr. Buckland entered into a Scientific Advisory Board Agreement (the “SAB Agreement”), which supersedes the previous consulting agreement, and pursuant to which Dr. Buckland will serve as Chairman of the Company’s Scientific Advisory Board. The SAB Agreement has a term of two years. Pursuant to the terms of the SAB Agreement, Dr. Buckland will receive compensation on an hourly or per diem basis, either in cash or, at Dr. Buckland’s election, in options to purchase the Company’s common stock. The SAB Agreement limits the total amount of compensation payable to Dr. Buckland at $100,000 over any rolling 12-month period. During the years ended December 31, 2014 and 2013, the Company recognized $32,667 and $53,125 of expense, respectively, related to the consulting agreement and SAB Agreement. | |
On September 20, 2013, Enumeral entered into a consulting agreement with Allan Rothstein and Norman Rothstein (collectively the “Consultants”). Pursuant to the consulting agreement, Allan Rothstein was elected as a member of the Board of Directors of Enumeral. The Consultants were compensated through the issuance of 1,000,000 shares of restricted common stock of Enumeral, with one third vesting upon the execution of the consulting agreement, one third vesting on December 10, 2013 and one third vesting on March 10, 2014. These shares were subsequently converted into 1,102,121 shares of the Company’s common stock in connection with the Merger. The consulting agreement had a term of two years, but was terminated on July 30, 2014. During the years ended December 31, 2014 and 2013, the Company recognized $90,000 and $180,000 of restricted stock compensation expense, respectively, related to the shares granted in this consulting agreement. | |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2014 | |
EQUITY [Abstract] | |
EQUITY | 9 – EQUITY |
Common Stock | |
On April 8, 2014, Enumeral amended its certificate of incorporation to increase the number of authorized shares of common stock from 15,000,000 to 24,000,000. | |
In April 2014, Enumeral issued 948,823 shares of Series B Convertible Preferred Stock at an issue price of $2.125 per share for proceeds of $1,597,860, net of issuance costs of $418,390. The Series B Preferred Stock ranks pari passu in all respects to Enumeral’s Series A-2, Series A-1 and Series A Preferred Stock. In connection with this offering, Enumeral paid the placement agent $81,000 in cash and issued the placement agent a warrant to purchase 38,259 Series B shares exercisable at $2.125 per share for a term of five years. These costs were included in the total issuance costs. All shares and warrants were converted as part of the Merger (see Merger discussion below). | |
In April 2014, Enumeral issued warrants to two executive officers to purchase 105,881 shares of Convertible Preferred Series B shares in connection with Enumeral’s Series B financing. These warrants were issued in relation to these executives taking a salary reduction prior to the Series B round of financing. In connection with the Merger in July 2014, these warrants were converted into warrants to purchase 309,967 shares of the Company’s common stock (see Merger discussion below). | |
On July 31, 2014, Enumeral entered into the Merger Agreement, pursuant to which Enumeral became a wholly owned subsidiary of the Company. The Company’s authorized capital stock currently consists of 300,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of “blank check” preferred stock, par value $0.001. | |
Merger | |
As a result of the Merger, all issued and outstanding common and preferred shares of Enumeral were exchanged for common shares of the Company as follows: (a) each share of Enumeral’s common stock issued and outstanding immediately prior to the closing of the Merger was converted into 1.102121 shares of the Company’s common stock for a total of 4,940,744 shares post-Merger, (b) each share of Enumeral’s Series A Preferred Stock issued and outstanding immediately prior to the closing of the Merger was converted into 1.598075 shares of the Company’s common stock for a total of 4,421,744 shares post-Merger, (c) each share of Enumeral’s Series A-1 Preferred Stock issued and outstanding immediately prior to the closing of the Merger was converted into 1.790947 shares of the Company’s common stock for a total of 3,666,428 shares post-Merger, (d) each share of Enumeral’s Series A-2 Preferred Stock issued and outstanding immediately prior to the closing of the Merger was converted into 1.997594 shares of the Company’s common stock for a total of 3,663,177 shares post-Merger, (e) each share of Enumeral’s Series B Preferred Stock issued and outstanding immediately prior to the closing of the Merger was converted into 2.927509 shares of the Company’s common stock for a total of 2,777,687 shares post-Merger and (f) a convertible note and accrued interest was converted into 3,230,869 shares of the Company’s common stock post-Merger. | |
As a result of the Merger and Split-Off, the Company discontinued its pre-Merger business and acquired the business of Enumeral, and has continued the existing business operations of Enumeral as a publicly-traded company under the name Enumeral Biomedical Holdings, Inc. In accordance with “reverse merger” accounting treatment, historical financial statements for Enumeral Biomedical Holdings Inc. as of period ends, and for periods ended, prior to the Merger will be replaced with the historical financial statements of Enumeral prior to the Merger in all future filings with the SEC. | |
Private Placement | |
On July 31, 2014, the Company closed a private placement offering (the “PPO”) of 21,549,510 units of securities, at a purchase price of $1.00 per unit, each unit consisting of one share of the Company’s common stock and a warrant to purchase one share of the Company’s common stock at an exercise price of $2.00 per share with a term of five years (the “PPO Warrants”). The investors in the PPO (for so long as they hold shares of the Company’s common stock) have anti-dilution protection on the shares of common stock included in the Units purchased in the PPO and not subsequently transferred or sold (other than transfers to trusts or affiliates of such investors for the purpose of estate planning), such that if within two years after the closing of the PPO the Company issues additional shares of the Company’s common stock or common stock equivalents (subject to customary exceptions, including but not limited to (a) shares of common stock issued in an underwritten public offering, (b) issuances of awards under the Company’s 2014 Equity Incentive Plan, and (c) other exempt issuances) for a consideration per share less than $1.00 (the “Lower Price”), each such investor would be entitled to receive from the Company additional shares of common stock in an amount such that, when added to the number of shares of common stock initially purchased by such investor, would equal the number of shares of common stock that such investor’s PPO subscription amount would have purchased at the Lower Price. The net proceeds received from the PPO were $18,255,444. | |
The Company agreed to pay the placement agents in the offering, registered broker-dealers, a cash commission of 10% of the gross funds raised from investors in the PPO. In addition, the placement agents received warrants exercisable for a period of five years to purchase a number of shares of the Company’s common stock equal to 10% of the number of shares of common stock with a per share exercise price of $1.00 (the “Agent Warrants”); provided, however, that the placement agents were not entitled to any warrants on the sale of Units in excess of 20,000,000. Any sub-agent of the placement agents that introduced investors to the PPO was entitled to share in the cash fees and warrants attributable to those investors as described above. The Company also reimbursed the placement agents $30,000 in the aggregate for legal expenses incurred by the placement agents’ counsels in connection with the PPO, as described in the private placement agreements. As a result of the foregoing, the placement agents were paid an aggregate cash commission of $2,154,951 and were issued Agent Warrants to purchase 2,000,000 shares of the Company’s common stock. The Agent Warrants not subsequently transferred or sold (other than transfers to trusts or affiliates of such investors for the purpose of estate planning) have “weighted average” anti-dilution protection for the same period as the Units, subject to customary exceptions. The value ascribed to the Agent Warrants are carried at fair value and reported as a derivative liability on the accompanying balance sheets. | |
The Company incurred approximately $500,000 of expenses in connection with the offering outside of the placement agent commissions and issued the subagent to one of the placement agents 150,000 shares of the Company’s common stock. | |
In addition, the Merger Agreement provided certain anti-dilution protection to the holders of the Company’s common stock immediately prior to the Merger (after giving effect to the Split-Off), in the event that the aggregate number of units sold in the PPO after the final closing thereof were to exceed 15,000,000. Accordingly, based on the final amount of gross proceeds raised in the PPO, the Company issued 1,690,658 additional shares of the Company’s common stock to holders of the Company’s common stock immediately prior to the Merger. The Company recorded $1,690,658 in other expense related to this issuance of shares at $1.00 per share. | |
STOCK_OPTIONS_RESTRICTED_STOCK
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS [Abstract] | ||||||||||||||
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS | 10 - STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS | |||||||||||||
Stock Options | ||||||||||||||
In December 2009, Enumeral adopted the 2009 Stock Incentive Plan (the “2009 Plan”). In April 2014, Enumeral amended the 2009 Plan to increase the number of shares authorized thereunder to 3,200,437. The 2009 Plan was terminated in July 2014 in connection with the Merger. | ||||||||||||||
On July 31, 2014, the Company’s Board of Directors adopted, and the Company’s stockholders approved, the 2014 Equity Incentive Plan (the “2014 Plan”), which reserves a total of 8,100,000 shares of the Company’s common stock for incentive awards. In connection with the Merger, options to purchase 948,567 shares of Enumeral common stock previously granted under the 2009 Plan were converted into options to purchase 1,045,419 shares of the Company’s common stock under the 2014 Plan. | ||||||||||||||
Generally, shares that are expired, terminated, surrendered or cancelled without having been fully exercised will be available for future awards. In addition, shares of common stock that are tendered to the Company by a participant to exercise an award are added to the number of shares of common stock available for the grant of awards. | ||||||||||||||
As of December 31, 2014, there are 5,023,388 shares available for issuance under the 2014 Plan to eligible employees, non-employees directors and consultants. This number is subject to adjustment in the event of a stock split, reverse stock split, stock dividend, or other change in the Company’s capitalization. | ||||||||||||||
During the year ended December 31, 2014, there were 1,922,626 stock options granted to employees or directors under the 2014 Plan. The vesting of employee and director awards is generally time-based and the restrictions typically lapse 25% after 12 months and monthly thereafter for the next 36 months for employees and annually over three years for directors. In addition, certain option awards for employees provide for vesting of all or a portion of the shares underlying such option upon the achievement of certain milestones or performance-based criteria. The weighted average, stock price, risk-free interest rate, expected dividend yield, expected term, volatility and grant date fair value of these options granted during the twelve months ended December 31, 2014 was $1.03, 1.65%, 0%, 6 years, 99%, and $0.63, respectively. | ||||||||||||||
In July 2014, Enumeral modified the option grants to two former directors of Enumeral. As a result of this modification, 77,148 shares became fully vested and the Company incurred stock based compensation of $63,262 during the year ended December 31, 2014. | ||||||||||||||
Stock option expense for employees was $339,415 and $19,472 for the years ended December 31, 2014 and 2013, respectively, while non-employee stock option expense was $25,951 and $6,542 for the years ended December 31, 2014 and 2013, respectively. The Company has an aggregate of $1,048,104 of unrecognized stock-based compensation cost as of December 31, 2014 to be amortized over a weighted average period of 2.88 years. | ||||||||||||||
A summary stock option activity for the years ended December 31, 2014 is as follows: | ||||||||||||||
Weighted- | ||||||||||||||
Weighted- | Average | |||||||||||||
Average | Remaining | Aggregate | ||||||||||||
Exercise | Contractual | Intrinsic | ||||||||||||
Shares | Price | Term (years) | Value | |||||||||||
Outstanding at December 31, 2013 | 874,056 | $ | 0.22 | 7.7 | $ | 29,548 | ||||||||
Granted | 1,922,626 | $ | 1.03 | |||||||||||
Exercised | - | $ | - | |||||||||||
Canceled | -65,719 | $ | 0.36 | |||||||||||
Outstanding at December 31, 2014 | 2,730,963 | $ | 0.78 | 9 | $ | 763,281 | ||||||||
Exercisable at December 31, 2014 | 935,228 | $ | 0.42 | 7.9 | $ | 588,901 | ||||||||
The aggregate intrinsic value was calculated as the difference between the exercise price of the stock options and the fair value of the underlying common stock as of the balance sheet date. | ||||||||||||||
Restricted Stock | ||||||||||||||
Restricted stock expense was $156,299 and $341,048 for the year ended December 31, 2014 and 2013, respectively. | ||||||||||||||
A summary of restricted stock activity for the twelve months ended December 31, 2014 is as follows: | ||||||||||||||
Weighted- | ||||||||||||||
Number of | Average Grant | |||||||||||||
Shares | Date Fair Value | |||||||||||||
Balance of unvested restricted stock at December 31, 2013 | 1,113,048 | $ | 0.23 | |||||||||||
Issuance of restricted stock | - | $ | - | |||||||||||
Vested | -767,349 | $ | -0.23 | |||||||||||
Balance of unvested restricted stock at December 31, 2014 | 345,699 | $ | 0.23 | |||||||||||
The Company has an aggregate of $76,545 of unrecognized restricted stock expense as of December 31, 2014 to be amortized over a weighted average period of 1.83 years. | ||||||||||||||
Warrants | ||||||||||||||
As of December 31, 2014, there are a total of 24,803,409 warrants outstanding to purchase shares of the Company's common stock. Of these, 23,549,510 warrants were issued in connection with the PPO and 66,574 warrants were issued to Square 1 Bank and are accounted for as a derivative liability warrants. The remaining 1,187,325 shares of warrants do not require derivative liability accounting treatment. | ||||||||||||||
Derivative Liability Warrants | ||||||||||||||
In connection with the PPO, the Company issued warrants to purchase an aggregate of 23,549,510 shares of the Company’s common stock. Additionally, in connection with the Square 1 Financing, Enumeral issued warrants to purchase 41,659 shares of Enumeral’s Series A preferred stock that were subsequently converted into warrants to purchase 66,574 shares of the Company’s common stock in connection with the July 2014 Merger. | ||||||||||||||
PPO and Agent Warrants | ||||||||||||||
In July 2014, the Company issued warrants to purchase 23,549,510 shares of the Company’s common stock in connection with the PPO, of which warrants to purchase 21,549,510 shares of the Company’s common stock had an exercise price of $2.00 per share and were issued to the investors in the PPO, and warrants to purchase 2,000,000 shares of the Company’s common stock had an exercise price of $1.00 per share and were issued to the placement agents for the PPO (or their affiliates). The estimated fair value of the warrants at the time of issuance was determined to be $16,261,784 using the Black-Scholes pricing model and the following assumptions: expected term of five years, 105.4% volatility, and a risk-free rate of 1.77%. Due to a price protection provision included in the warrant agreements, the warrants were deemed to be a liability and, therefore, the fair value of the warrants is recorded in the liability section of the balance sheet. As such, the outstanding warrants are revalued each reporting period with the resulting gains and losses recorded as the change in fair value of warrant liability on the statement of operations. The estimated fair value of the warrants at December 31, 2014 was determined to be $16,065,396 using the Black-Scholes pricing model and the following assumptions: expected remaining term of 4.58 years, 99.8% volatility, risk-free rate of 1.53%, and no expected dividends. All 23,549,510 warrants were outstanding as of December 31, 2014. | ||||||||||||||
Square 1 Financing | ||||||||||||||
In connection with the December 2011 Square 1 Financing, Enumeral issued to Square 1 Bank warrants to purchase an aggregate of 33,944 shares of Series A convertible preferred stock at an exercise price of $1.16 per share, exercisable for seven years. In July 2014, as part of the Merger, these warrants were converted into a warrant to purchase 54,245 shares of the Company’s common stock at an exercise price of $0.73 per share. The estimated fair value of the warrants as of December 31, 2013 was determined to be $33,930 using the Black-Scholes pricing model and the following assumptions: expected term of 4.9 years, 74.3% volatility, and a risk-free rate of 1.75%. The estimated fair value of the warrants as of December 31, 2014 was determined to be $43,237 using the Black-Scholes pricing model and the following assumptions: expected term of 3.93 years, 99.8% volatility, and a risk-free rate of 1.375%. As part of a June 12, 2012 amendment to the Loan and Security Agreement between Enumeral and Square 1 Bank, Enumeral issued warrants to Square 1 Bank to purchase an aggregate of 7,715 shares of Series A convertible preferred stock at an exercise price of $1.16 per share, exercisable for seven years. In July 2014, as part of the Merger, these warrants were converted into a warrant to purchase 12,329 shares of the Company’s common stock at an exercise price of $0.73 per share. The estimated fair value of these warrants as of December 31, 2013 was determined to be $7,536 using the Black-Scholes pricing model and the following assumptions: expected term of 5.7 years, 74.3% volatility, and a risk-free rate of 1.75%. The estimated fair value of these warrants as of December 31, 2014 was determined to be $10,169 using the Black-Scholes pricing model and the following assumptions: expected term of 4.45 years, 99.8% volatility, and a risk-free rate of 1.65%. The warrants are classified as derivative liabilities in the accompanying balance sheets and measured at fair value on a recurring basis. As such, the outstanding warrants are revalued each reporting period with the resulting gains and losses recorded as the change in fair value of warrant liability on the statement of operations. As of December 31, 2014, these warrants are outstanding and expire on December 5, 2018 and June 12, 2019. | ||||||||||||||
Derivative Liability Re-Measurement | ||||||||||||||
The Company used the Black-Scholes option-pricing model to estimate the fair values of the issued and outstanding warrants as of December 31, 2014. The Company recorded income of $184,448 for the year ended December 31, 2014 and expense of $3,090 for the year ended December 31, 2013, due to the change in the fair value of the warrants. Outstanding warrants are revalued each reporting period with the resulting gains and losses recorded as the change in fair value of warrant liability on the consolidated statements of operations. | ||||||||||||||
Other Warrants | ||||||||||||||
In April 2014, in connection with Enumeral’s Series B preferred stock offering, Enumeral compensated the placement agent through the issuance of a warrant for 38,259 shares of Enumeral Series B preferred stock. The estimated fair value of the warrant at the time of issuance was determined to be $49,854 using the Black-Sholes pricing model and the following assumptions: expected term of five years, 74.6% volatility, and a risk-free rate of 1.72%. The Company recorded this value net against issuance cost in equity. In connection with the Merger in July 2014, this Series B preferred stock warrant was converted into a warrant to purchase 112,001 shares of the Company’s common stock. | ||||||||||||||
In April 2014, Enumeral issued warrants to two executive officers to purchase 105,881 shares of Enumeral Series B preferred stock in connection with Enumeral’s Series B financing. These warrants were issued in relation to these executives taking a salary reduction prior to the Series B financing. The estimated fair value of the warrants at the time of issuance was determined to be $137,770 using the Black-Sholes pricing model and the following assumptions: expected term of five years, exercise price of $2.125 per share, 74.6% volatility, and a risk-free rate of 1.63%. This warrant vests over six months. During the year ended December 31, 2014, the Company recorded $137,770, of stock based compensation expense related to these grants. In connection with the Merger in July 2014, these Series B warrants were converted into warrants to purchase 309,967 shares of the Company’s common stock. | ||||||||||||||
In April 2014, Enumeral issued warrants associated with Enumeral’s convertible promissory notes to purchase 694,443 shares of Enumeral common stock. As part of the Merger, these warrants were converted into warrants to purchase 765,357 shares of the Company’s common stock. The exercise price of these warrants is $0.27 per share. | ||||||||||||||
INCOME_TAX
INCOME TAX | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Disclosure [Text Block] | 11 – INCOME TAX | ||||||||
There is no provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its gross deferred tax assets. The reported amount of income tax expense differs from the amount that would result from applying domestic federal statutory tax rates to pretax losses primarily because of changes in the valuation allowance. | |||||||||
Significant components of the Company’s net deferred tax asset at December 31, 2014 and 2013 are as follows: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating losses | $ | 3,045,692 | $ | 1,956,406 | |||||
Accrued expenses | 253,576 | 167,880 | |||||||
Stock options | 251,798 | - | |||||||
Tax credit carryforwards | 413,691 | 120,700 | |||||||
Depreciation and amortization | -30,668 | -137,528 | |||||||
Other | 135 | 5,842 | |||||||
Capitalized R&D | 2,386,507 | 1,371,494 | |||||||
Total gross deferred tax assets | 6,320,730 | 3,484,794 | |||||||
Valuation allowance | -6,320,730 | -3,484,794 | |||||||
Total deferred tax assets | $ | - | $ | - | |||||
The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets, which are comprised principally of net operating loss carryforwards and research and development credits. Under the applicable accounting standards, management has considered the Company’s history of losses and concluded that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets. Accordingly, a full valuation allowance of $6,320,730 and $3,484,794 has been established at December 31, 2014 and 2013, respectively. The valuation allowance increased $2,835,936 and $1,422,665 during 2014 and 2013, respectively. | |||||||||
A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Income tax benefit computed at federal statutory tax rate | 34 | % | 34 | % | |||||
State taxes, net of federal benefit | 3.8 | % | 5.2 | % | |||||
Non-deductible items | -7 | % | -0.8 | % | |||||
General business credits and other credits | 2.1 | % | 1.3 | % | |||||
Change in valuation allowance | -34.5 | % | -38.5 | % | |||||
Other | 1.6 | % | -1.2 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
As of December 31, 2014, the Company had federal and state net operating loss carryforwards of $7,914,557 and $6,719,602, respectively, which begin to expire in 2030. As of December 31, 2013, the Company had federal and state research and development tax credits carryforwards of $259,716 and $198,897, respectively. These federal and state research and development tax credit carryforwards are available to reduce future income taxes payable and begin to expire in 2031 and 2026, respectively. | |||||||||
The Company adopted the authoritative guidance on accounting for and disclosure of uncertainty in tax positions on January 1, 2009, which required the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon the ultimate settlement with the relevant taxing authority. The Company determined that the adoption of this authoritative guidance did not have a material effect on the consolidated financial statements. | |||||||||
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business the Company is subject to examination by federal and state jurisdictions, where applicable. There is currently no pending tax examination. The Company thus is still open under statute from 2011 to the present. Earlier years may be examined to the extent that credit or loss-carry-forwards are used in it. The Company's policy is to record interest and penalties related to income taxes as part of the tax provision. | |||||||||
Utilization of the net operating loss and research and development credit carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986, as amended, due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss and research and development credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. | |||||||||
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2014 | |
CONCENTRATIONS [Abstract] | |
CONCENTRATIONS | 12 - CONCENTRATIONS |
During the year ended December 31, 2014, the Company recorded sales to three customers of $75,714 (46%), $48,312 (30%) and $40,000 (24%) in excess of 10% of the Company’s total sales. During the year ended December 31, 2013, the Company recorded sales to three customers of $182,996 (54%), $89,182 (26%) and $62,500 (18%) in excess of 10% of the Company’s total sales. At December 31, 2014, accounts receivable consisted of amounts due from one customer which represented 100% of the outstanding accounts receivable balance. At December 31, 2013, accounts receivable consisted of amounts due from three customers which represented approximately 57%, 29% and 14% of the outstanding accounts receivable balance. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||
Basis of Presentation | Basis of Presentation | |||||||||||||
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). | ||||||||||||||
Use of Estimates | Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to accruals, stock-based compensation expense, warrants to purchase securities, and reported amounts of revenues and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. | ||||||||||||||
Principles of Consolidation and Presentation | Principles of Consolidation and Presentation | |||||||||||||
The consolidated financial statements include the accounts of the Company and its subsidiaries. In these consolidated financial statements, “subsidiaries” are companies that are wholly owned, the accounts of which are consolidated with those of the Company. Significant intercompany transactions and balances are eliminated in consolidation. | ||||||||||||||
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards | |||||||||||||
On June 10, 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation (“ASU 2014-10”), which eliminates the concept of a development stage entity in its entirety from current accounting guidance. Amendments to the consolidation guidance may result in more development stage entities (“DSE”) being considered variable interest entities. The new guidance applies to all entities that previously met the definition of a DSE. ASU 2014-10 is effective for public business entities for annual reporting periods beginning after December 15, 2015, and interim periods therein. Early adoption of the new standard is permitted. Management has elected to early adopt ASU 2014-10, as permitted and, accordingly, has not included the inception-to-date disclosures and other previously required disclosures for development stage entities. | ||||||||||||||
Segment information | Segment information | |||||||||||||
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company views its operations and manages its business in one operating segment, which is the business of discovering and developing novel therapeutics known as immunomodulators or immunotherapies that help the immune system attack diseased cells. The Company operates in only one geographic segment. | ||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||||||
The Company considers all highly liquid investments with maturities of 90 days or less from the purchase date to be cash equivalents. Cash and cash equivalents are held in depository and money market accounts and are reported at fair value. | ||||||||||||||
Marketable securities consist of U.S. treasury securities with maturities of more than 90 days. The Company has determined the appropriate balance sheet classification of the securities as current since they are available for use in current operating activities, regardless of actual maturity dates, and are recorded on the balance sheet at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income (loss), which is a separate component of stockholders’ equity when securities are sold, the unrealized gains and losses are reclassified to net earnings. | ||||||||||||||
Concentration of Credit Risk | Concentration of Credit Risk | |||||||||||||
The Company has no significant off-balance sheet concentrations of credit risk such as foreign currency exchange contracts, option contracts or other hedging arrangements. Financial instruments that subject the Company to credit risk consists primarily of cash and cash equivalents. The Company generally invests its cash in money market funds, U.S. Treasury securities and U.S. Agency securities that are subject to minimal credit and market risk. Management has established guidelines relative to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. At times, the Company’s cash balances may exceed the current insured amounts under the Federal Deposit Insurance Corporation. | ||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |||||||||||||
Fair values of financial instruments included in current assets and current liabilities are estimated to approximate their book values, due to the short maturity of such instruments. All debt was based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. The Company’s assets and liabilities that are measured at fair value on a recurring basis are measured in accordance with FASB’s Accounting Standards Codification 820, Fair Value Measurements and Disclosures, which establishes a three-level valuation hierarchy for measuring fair value and expands financial statement disclosures about fair value measurements. | ||||||||||||||
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows: | ||||||||||||||
· | Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets in active markets. | |||||||||||||
· | Level 2: Inputs to the valuation methodology included quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |||||||||||||
· | Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. | |||||||||||||
The Company’s cash equivalents carried at fair value are primarily comprised of investments in a U.S. Treasury and federal agency backed money market funds. The valuation of the Company’s derivative liabilities is discussed below and in Note 10. The following table presents information about the Company’s financial assets and liabilities measured at a fair value on a recurring basis as of December 31, 2014 and December 31, 2013: | ||||||||||||||
Quoted Prices in | Observable | Unobservable | ||||||||||||
December 31, | Active Markets | Inputs | Inputs | |||||||||||
2014 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Assets | ||||||||||||||
Cash | $ | 211,329 | $ | 211,329 | $ | - | $ | - | ||||||
Money Market funds, included in cash equivalents | $ | 10,248,788 | $ | 10,248,788 | $ | - | $ | - | ||||||
Marketable securities – U.S. Treasuries | $ | 3,010,119 | $ | 3,010,119 | $ | - | $ | - | ||||||
Liabilities | ||||||||||||||
Derivative liabilities | $ | 16,118,802 | $ | - | $ | - | $ | 16,118,802 | ||||||
Quoted Prices | ||||||||||||||
in Active | Observable | Unobservable | ||||||||||||
December 31, | Markets | Inputs | Inputs | |||||||||||
2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Assets | ||||||||||||||
Cash and cash equivalents | $ | 263,910 | $ | 263,910 | $ | - | $ | - | ||||||
Liabilities | ||||||||||||||
Derivative liabilities | $ | 41,466 | $ | - | $ | - | $ | 41,466 | ||||||
The following table provides a roll forward of the fair value of the Company’s warrant liabilities, using Level 3 inputs: | ||||||||||||||
Balance at December 31, 2013 | $ | 41,466 | ||||||||||||
Warrants granted with PPO at July 31, 2014 | 16,261,784 | |||||||||||||
Change in fair value | -184,448 | |||||||||||||
Balance at December 31, 2014 | $ | 16,118,802 | ||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts | |||||||||||||
Trade receivables are recorded at the invoiced amount. The Company maintains allowances for doubtful accounts, if needed, for estimated losses resulting from the inability of customers to make required payments. This allowance is based on specific customer account reviews and historical collections experience. There was no allowance for doubtful accounts as of December 31, 2014 or December 31, 2013. | ||||||||||||||
Property and Equipment | Property and Equipment | |||||||||||||
Property and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major betterments are capitalized as additions to property and equipment. Depreciation is provided using the straight-line method over the estimated useful lives of the assets as follows: | ||||||||||||||
Lab equipment | 5 years | |||||||||||||
Computer equipment and software | 3 years | |||||||||||||
Furniture | 3 years | |||||||||||||
Leasehold improvements | Shorter of useful life or life of the lease | |||||||||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | |||||||||||||
Long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When such events occur, the Company compares the carrying amounts of the assets to their undiscounted expected future cash flows. If this comparison indicated that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and fair value. There have been no impairments recognized during the years ended December 31, 2014 and 2013, respectively. | ||||||||||||||
Revenue Recognition - Collaboration and license revenue | Revenue Recognition | |||||||||||||
Collaboration and license revenue | ||||||||||||||
Non-refundable license fees are recognized as revenue when the Company has a contractual right to receive such payment, the contract price is fixed or determinable, the collection of the resulting receivable is reasonably assured and the Company has no further performance obligations under the license agreement. Multiple element arrangements, such as license and development arrangements are analyzed to determine whether the deliverables, which often include license and performance obligations such as research and steering committee services, can be separated or whether they must be accounted for as a single unit of accounting in accordance with GAAP. The Company recognizes up-front license payments as revenue upon delivery of the license only if the license has stand-alone value and the fair value of the undelivered performance obligations, typically including research and/or steering committee services, can be determined. If the fair value of the undelivered performance obligations can be determined, such obligations would then be accounted for separately as performed. If the license is considered to either (i) not have stand-alone or (ii) have stand-alone value but the fair value of any of the undelivered performance obligations cannot be determined, the arrangement would then be accounted for as a single unit of accounting and the license payments and payments for performance obligations are recognized as revenue over the estimated period of when the performance obligations are performed. | ||||||||||||||
Whenever the Company determines that an arrangement should be accounted for as a single unit of accounting, it must determine the period over which the performance obligations will be performed and revenue will be recognized. Revenue will be recognized using either a relative performance or straight-line method. The Company recognizes revenue using the relative performance method provided that the Company can reasonably estimate the level of effort required to complete its performance obligations under an arrangement and such performance obligations are provided on a best-efforts basis. Direct labor hours or full-time equivalents are typically used as a measure of performance. Revenue recognized under the relative performance method would be determined by multiplying the total payments under the contract, excluding royalties and payments contingent upon achievement of substantive milestones, by the ratio of level of effort incurred to date to estimated total level of effort required to complete the Company’s performance obligations under the arrangement. Revenue is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the relative performance method, as of each reporting period. | ||||||||||||||
If the Company cannot reasonably estimate the level of effort required to complete its performance obligations under an arrangement, the performance obligations are provided on best-efforts basis and the Company can reasonably estimate when the performance obligation ceases or the remaining obligations become inconsequential and perfunctory. At that time, the total payments under the arrangement, excluding royalties and payments contingent upon achievement of substantive milestones, would be recognized as revenue on a straight-line basis over a period the Company expects to complete its performance obligations. | ||||||||||||||
Revenue is limited to the lesser of the cumulative amount of payments received or the cumulative amount of revenue earned, as determined using the straight-line basis, as of the period ending date. | ||||||||||||||
The difference between the total consideration received to date and the revenue recognized is recorded as deferred collaboration revenue. Deferred collaboration revenue totaled $0 and $25,714 at December 31, 2014 and December 31, 2013, respectively. | ||||||||||||||
Revenue Recognition - Grant Revenue | Grant Revenue | |||||||||||||
The Company recognizes nonrefundable grant revenue that is earned in connection with its Research Agreement with the National Cancer Institute (“NCI”). Grant revenue consists of a portion of the funds received to date by the NCI, which allow the Company to conduct research on colon cancer tissues. Revenue is recognized as the related research services are performed in accordance with the terms of the agreement. The Company recognized $48,312 in grant revenue associated with the Phase II NCI grant for the year ended December 31, 2014. The Company recognized $182,997 in grant revenue associated with the Phase I NCI grant for the year ended December 31, 2013. The difference between the total consideration received to date and the revenue recognized is recorded as deferred grant revenue. Deferred grant revenue totaled $236,088 at December 31, 2014 and $0 at December 31, 2013. In September 2014, the Company was awarded a Phase II Small Business Innovation Research contract from NCI. | ||||||||||||||
Research and Development Expenses | Research and Development Expenses | |||||||||||||
Research and development expenditures are charged to the statement of operations as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including salaries and benefits, facilities costs, clinical supply costs, contract services, depreciation and amortization expense and other related costs. Costs associated with acquired technology, in the form of upfront fees or milestone payments, are charged to research and development expense as incurred. Legal fees incurred in connection with patent applications, along with fees associated with the license to the Company’s core technology, are expensed as research and development expense. | ||||||||||||||
Derivative Liabilities | Derivative Liabilities | |||||||||||||
The Company’s derivative liabilities relates to (a) warrants to purchase an aggregate of 23,549,510 shares of the Company’s common stock that were issued in connection with the July 2014 PPO (as defined below in Note 9) and (b) warrants to purchase 41,659 shares of Enumeral Series A Preferred Stock that were issued in December 2011 and June 2012 pursuant to Enumeral’s debt financing arrangement with Square 1 Bank (as further described in Note 6) that were subsequently converted into warrants to purchase 66,574 shares of the Company’s common stock in connection with the July 2014 Merger. Additional detail regarding these warrants can be found in Note 10 below. | ||||||||||||||
Due to the price protection provision included in the warrant agreements, the warrants were deemed to be liabilities and, therefore, the fair value of the warrants is recorded in the current liability section of the balance sheet. As such, the outstanding warrants are revalued each reporting period with the resulting gains and losses recorded as the change in fair value of derivative liability on the statement of operations and comprehensive loss. | ||||||||||||||
The Company used the Black-Scholes option-pricing model to estimate the fair values of the issued and outstanding warrants upon issuance and as of December 31, 2014. | ||||||||||||||
Comprehensive Loss | Comprehensive Loss | |||||||||||||
Other comprehensive loss is comprised of unrealized holding gains and losses arising during the period on available-for-sale securities that are not other-than-temporarily impaired. During the year ended December 31, 2014, there were no reclassifications out of accumulated other comprehensive loss. | ||||||||||||||
Stock-Based Compensation | Stock-Based Compensation | |||||||||||||
The Company accounts for its stock-based compensation awards to employees and directors in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock, to be recognized in the statements of operations and comprehensive loss based on their grant date fair values. Compensation expense related to awards to employees is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity, and are expensed using an accelerated attribution model. | ||||||||||||||
The Company estimates the fair value of its stock options using the Black-Scholes option pricing model, which requires the input of subjective assumptions, including (a) the expected stock price volatility, (b) the expected term of the award, (c) the risk-free interest rate, (d) expected dividends and e) the estimated fair value of its Common Stock on the measurement date. Due to the lack of a public market for the trading of its Common Stock and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. When selecting these public companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company computes historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Due to the lack of Company specific historical option activity, the Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. The expected term for non-employee awards is the remaining contractual term of the option. The risk-free interest rates are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid dividends, and does not expect to pay dividends in the foreseeable future. | ||||||||||||||
The Company is also required to estimate forfeitures at the time of grant, and revise those estimates in subsequent periods if actual forfeitures differ from its estimates. The Company uses historical data to estimate forfeitures and records stock-based compensation expense only for those awards that are expected to vest. To the extent that actual forfeitures differ from the Company’s estimates, the differences are recorded as a cumulative adjustment in the period the estimates were revised. Stock-based compensation expense recognized in the financial statements is based on awards that are ultimately expected to vest. | ||||||||||||||
The Company recognizes the compensation cost of employee share-based awards on a straight-line basis over the employee’s requisite service period of each award, which is generally the vesting period. The fair value of the restricted stock awards granted to employees is based upon the fair value of the common stock on the date of grant. Expense is recognized over the vesting period. | ||||||||||||||
The Company has recorded stock-based compensation expense of $659,435 and $367,062 for the years ended December 31, 2014 and 2013, respectively. | ||||||||||||||
Prior to the Merger, Enumeral engaged a third party to develop an estimate of the fair value of a share of Enumeral’s common stock on a fully-diluted, minority, non-marketable basis as of December 31, 2013. Based upon unaudited historical, pro-forma and/or forecast financial and operational information, which Enumeral management represented as accurately reflecting the company’s operating results and financial position, the third party utilized both a market approach (using various financial statement metrics of similar enterprises’ equity securities to estimate the fair value of Enumeral’s equity securities) and an income approach (which bases value on expectations of future income and cash flows) in their analyses. The fair value of a single share of common stock was determined using the option pricing method, which treats common and preferred stock as call options on the aggregate enterprise value and using traditional models, including Black-Scholes or binomial models, to calculate share values. | ||||||||||||||
Following the Merger, the Company’s common stock became publicly traded, and fair market value is determined based on the closing sales price of the Company’s common stock on the OTC Markets. | ||||||||||||||
During the year ended December 31, 2014, the Company engaged a third party to develop a binomial lattice model to estimate the fair value of options to purchase a total of 450,000 shares with vesting based on the future performance of a share of the Company’s common stock. | ||||||||||||||
Earnings (Loss) Per Share | Earnings (Loss) Per Share | |||||||||||||
Basic earnings (loss) per common share amounts are based on weighted average number of common shares outstanding. Diluted earnings per share amounts are based on the weighted average number of common shares outstanding, plus the incremental shares that would have been outstanding upon the assumed exercise of all potentially dilutive stock options, warrants and convertible debt, subject to anti-dilution limitations. All such potentially dilutive instruments were anti-dilutive as of December 31, 2014 and December 31, 2013. At December 31, 2014 and December 31, 2013, the number of shares underlying options and warrants that were anti-dilutive was approximately 27.5 million shares and 0.9 million shares, respectively. | ||||||||||||||
Income Taxes | Income Taxes | |||||||||||||
Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (“ACS 740”), which provides for deferred taxes using an asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. The Company has evaluated available evidence and concluded that the Company may not realize the benefit of its deferred tax assets; therefore a valuation allowance has been established for the full amount of the deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. | ||||||||||||||
The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740 and has no uncertain tax liabilities at December 31, 2014 or December 31, 2013. The guidance requires the Company to determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authority. If a tax position meets the more likely than not recognition criteria, the guidance requires the tax position be measured at the largest amount of benefit greater than 50% likely of being realized upon ultimate settlement | ||||||||||||||
New Accounting Pronouncements | New Accounting Pronouncements | |||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU provides for a single comprehensive model for use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for interim and annual periods beginning after December 15, 2016 with no early adoption permitted. The Company is required to adopt the amendments in the ASU using one of two acceptable methods. The Company is currently in the process of determining which adoption method it will apply and evaluating the impact of the guidance on its consolidated financial statements. | ||||||||||||||
In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718). The ASU clarifies how entities should treat performance targets that can be achieved after the requisite service period of a share-based payment award. The accounting standard is effective for interim and annual periods beginning after December 15, 2015 and is not expected to have a material impact on the consolidated financial statements. | ||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40). The ASU requires all entities to evaluate for the existence of conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the issuance date of the financial statements. The accounting standard is effective for interim and annual periods ending after December 15, 2016, and will not have a material impact on the consolidated financial statements, but may impact the Company’s footnote disclosures. | ||||||||||||||
Other accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption. | ||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||||||||||||||
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s financial assets and liabilities measured at a fair value on a recurring basis as of December 31, 2014 and December 31, 2013: | |||||||||||||
Quoted Prices in | Observable | Unobservable | ||||||||||||
December 31, | Active Markets | Inputs | Inputs | |||||||||||
2014 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Assets | ||||||||||||||
Cash | $ | 211,329 | $ | 211,329 | $ | - | $ | - | ||||||
Money Market funds, included in cash equivalents | $ | 10,248,788 | $ | 10,248,788 | $ | - | $ | - | ||||||
Marketable securities – U.S. Treasuries | $ | 3,010,119 | $ | 3,010,119 | $ | - | $ | - | ||||||
Liabilities | ||||||||||||||
Derivative liabilities | $ | 16,118,802 | $ | - | $ | - | $ | 16,118,802 | ||||||
Quoted Prices | ||||||||||||||
in Active | Observable | Unobservable | ||||||||||||
December 31, | Markets | Inputs | Inputs | |||||||||||
2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Assets | ||||||||||||||
Cash and cash equivalents | $ | 263,910 | $ | 263,910 | $ | - | $ | - | ||||||
Liabilities | ||||||||||||||
Derivative liabilities | $ | 41,466 | $ | - | $ | - | $ | 41,466 | ||||||
Schedule of Warrant Liabilities | The following table provides a roll forward of the fair value of the Company’s warrant liabilities, using Level 3 inputs: | |||||||||||||
Balance at December 31, 2013 | $ | 41,466 | ||||||||||||
Warrants granted with PPO at July 31, 2014 | 16,261,784 | |||||||||||||
Change in fair value | -184,448 | |||||||||||||
Balance at December 31, 2014 | $ | 16,118,802 | ||||||||||||
Schedule of Estimated Useful Lives | Lab equipment | 5 years | ||||||||||||
Computer equipment and software | 3 years | |||||||||||||
Furniture | 3 years | |||||||||||||
Leasehold improvements | Shorter of useful life or life of the lease | |||||||||||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
PROPERTY AND EQUIPMENT [Abstract] | ||||||||
Schedule of Property and Equipment, Net | Property and equipment, net consist of the following: | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Laboratory equipment | $ | 1,611,513 | $ | 1,082,438 | ||||
Computer/office equipment and software | 117,429 | 87,563 | ||||||
Furniture, fixtures and office equipment | 23,526 | 18,772 | ||||||
Leasehold improvements | 112,507 | 112,507 | ||||||
1,864,975 | 1,301,280 | |||||||
Less - Accumulated depreciation and amortization | -857,848 | -553,392 | ||||||
Total property and equipment, net | $ | 1,007,127 | $ | 747,888 | ||||
COMMITMENTS_Tables
COMMITMENTS (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
COMMITMENTS [Abstract] | |||||
Schedule of Future Operating Lease Commitments | Future operating lease commitments as of December 31, 2014 are as follows: | ||||
Years Ending December 31, | |||||
2015 | $ | 846,404 | |||
2016 | 733,009 | ||||
2017 | 754,966 | ||||
2018 | 777,567 | ||||
2019 | 800,842 | ||||
Thereafter | 134,123 | ||||
$ | 4,046,911 | ||||
STOCK_OPTIONS_RESTRICTED_STOCK1
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS [Abstract] | ||||||||||||||
Summary of Stock Option Activity | A summary stock option activity for the years ended December 31, 2014 is as follows: | |||||||||||||
Weighted- | ||||||||||||||
Weighted- | Average | |||||||||||||
Average | Remaining | Aggregate | ||||||||||||
Exercise | Contractual | Intrinsic | ||||||||||||
Shares | Price | Term (years) | Value | |||||||||||
Outstanding at December 31, 2013 | 874,056 | $ | 0.22 | 7.7 | $ | 29,548 | ||||||||
Granted | 1,922,626 | $ | 1.03 | |||||||||||
Exercised | - | $ | - | |||||||||||
Canceled | -65,719 | $ | 0.36 | |||||||||||
Outstanding at December 31, 2014 | 2,730,963 | $ | 0.78 | 9 | $ | 763,281 | ||||||||
Exercisable at December 31, 2014 | 935,228 | $ | 0.42 | 7.9 | $ | 588,901 | ||||||||
Summary of Restricted Stock Activity | A summary of restricted stock activity for the twelve months ended December 31, 2014 is as follows: | |||||||||||||
Weighted- | ||||||||||||||
Number of | Average Grant | |||||||||||||
Shares | Date Fair Value | |||||||||||||
Balance of unvested restricted stock at December 31, 2013 | 1,113,048 | $ | 0.23 | |||||||||||
Issuance of restricted stock | - | $ | - | |||||||||||
Vested | -767,349 | $ | -0.23 | |||||||||||
Balance of unvested restricted stock at December 31, 2014 | 345,699 | $ | 0.23 | |||||||||||
INCOME_TAX_Tables
INCOME TAX (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Significant components of the Company’s net deferred tax asset at December 31, 2014 and 2013 are as follows: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Net operating losses | $ | 3,045,692 | $ | 1,956,406 | |||||
Accrued expenses | 253,576 | 167,880 | |||||||
Stock options | 251,798 | - | |||||||
Tax credit carryforwards | 413,691 | 120,700 | |||||||
Depreciation and amortization | -30,668 | -137,528 | |||||||
Other | 135 | 5,842 | |||||||
Capitalized R&D | 2,386,507 | 1,371,494 | |||||||
Total gross deferred tax assets | 6,320,730 | 3,484,794 | |||||||
Valuation allowance | -6,320,730 | -3,484,794 | |||||||
Total deferred tax assets | $ | - | $ | - | |||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Income tax benefit computed at federal statutory tax rate | 34 | % | 34 | % | |||||
State taxes, net of federal benefit | 3.8 | % | 5.2 | % | |||||
Non-deductible items | -7 | % | -0.8 | % | |||||
General business credits and other credits | 2.1 | % | 1.3 | % | |||||
Change in valuation allowance | -34.5 | % | -38.5 | % | |||||
Other | 1.6 | % | -1.2 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
NATURE_OF_BUSINESS_Details
NATURE OF BUSINESS (Details) | 1 Months Ended |
Jul. 31, 2014 | |
NATURE OF BUSINESS [Abstract] | |
Number of shares held by pre-merger majority stockholder cancelled pursuant to the Split-Off Agreement | 23,100,000 |
RISK_AND_UNCERTAINTIES_Details
RISK AND UNCERTAINTIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Working Capital Deficiency | $3,160,356 | |
Derivative liabilities | 16,118,802 | 41,466 |
Accumulated defict | ($17,690,647) | ($9,511,237) |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2012 | Dec. 31, 2011 | |
Revenue Recognition | ||||
Deferred collaboration revenue | $0 | $25,714 | ||
Grant Revenue | ||||
Deferred grant revenue | 236,088 | 0 | ||
Revenue from Grants | 48,312 | 182,997 | ||
Options issued during period | 450,000 | |||
Stock-Based Compensation | ||||
Stock-based compensation expense | $659,435 | $367,062 | ||
Number of shares underlying options and warrants that were anti-dilutive | 27,500,000 | 900,000 | ||
Financing And Security Agreement [Member] | ||||
Grant Revenue | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 41,659 | 41,659 | 41,659 | |
Square One Bank [Member] | ||||
Grant Revenue | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 66,574 | |||
Square One Bank [Member] | Financing And Security Agreement [Member] | ||||
Grant Revenue | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 66,574 | |||
Private Placement Offering and Agent Warrants [Member] | ||||
Grant Revenue | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 23,549,510 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Assets | ||
Cash and cash equivalents | $211,329 | $263,910 |
Money Market funds, included in cash equivalents | 10,248,788 | |
Marketable securities - U.S. Treasuries | 3,010,119 | |
Liabilities | ||
Derivative liabilities | 16,118,802 | 41,466 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets | ||
Cash and cash equivalents | 211,329 | 263,910 |
Money Market funds, included in cash equivalents | 10,248,788 | |
Marketable securities - U.S. Treasuries | 3,010,119 | |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Observable Inputs (Level 2) [Member] | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Money Market funds, included in cash equivalents | 0 | |
Marketable securities - U.S. Treasuries | 0 | |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Unobservable Inputs (Level 3) [Member] | ||
Assets | ||
Cash and cash equivalents | 0 | 0 |
Money Market funds, included in cash equivalents | 0 | |
Marketable securities - U.S. Treasuries | 0 | |
Liabilities | ||
Derivative liabilities | $16,118,802 | $41,466 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Warrant Liabilities) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Derivatives, Fair Value [Line Items] | ||
Balance at December 31, 2013 | $41,466 | |
Warrants granted with PPO at July 31, 2014 | 16,261,784 | |
Change in fair value | -184,448 | 3,090 |
Balance at December 31, 2014 | $16,118,802 | $41,466 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Estimated Useful Lives) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Lab equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 5 years |
Computer equipment and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 years |
Furniture [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of useful life or life of the lease |
PROPERTY_AND_EQUIPMENT_Narrati
PROPERTY AND EQUIPMENT (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $304,456 | $280,725 |
PROPERTY_AND_EQUIPMENT_Schedul
PROPERTY AND EQUIPMENT (Schedule of Property and Equipment) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Cost | $1,864,975 | $1,301,280 |
Less - Accumulated depreciation and amortization | -857,848 | -553,392 |
Total property and equipment, net | 1,007,127 | 747,888 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,611,513 | 1,082,438 |
Computer/office equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 117,429 | 87,563 |
Furniture, fixtures and office equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 23,526 | 18,772 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $112,507 | $112,507 |
RESTRICTED_CASH_Details
RESTRICTED CASH (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents [Line Items] | ||
Restricted Cash and Cash Equivalents, Noncurrent | $562,410 | $32,666 |
DEBT_Narrative_Details
DEBT (Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2014 | Dec. 31, 2011 | Jul. 31, 2014 | Jun. 30, 2012 | |
Debt Instrument [Line Items] | ||||||
Interest expense | $242,430 | $109,064 | ||||
Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Shares issued in conversion of convertible promissory notes | 3,663,177 | |||||
Square 1 Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares callable from warrants | 66,574 | |||||
Fair value of warrants | 10,169 | 7,536 | ||||
Financing and Security Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 1,790,000 | |||||
Total gross cash proceeds under equity financing agreement required as of March 31, 2014 | 2,000,000 | |||||
Total gross cash proceeds under equity financing agreement required as of June 30, 2014 | 4,000,000 | |||||
Monthly minimum unrestricted cash balance required by bank as part of loan and security agreement | 300,000 | |||||
Equity financing milestone | 2,000,000 | |||||
Number of shares callable from warrants | 41,659 | 41,659 | 41,659 | |||
Gross Cash Proceeds Required Under Equity Financing Agreement Date Two Date Amendment | 1-Aug-14 | |||||
Financing and Security Agreement [Member] | Square 1 Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares callable from warrants | 66,574 | |||||
Financing and Security Agreement [Member] | Square 1 Bank [Member] | Common Stock [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of shares callable from warrants | 66,574 | |||||
Convertible Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 750,000 | |||||
Accrued interest | 41,500 | |||||
Shares issued in conversion of convertible promissory notes | 3,230,869 | |||||
Interest per annum | 12.00% | |||||
Conversion price | $0.27 | |||||
Debt discount | 140,779 | 103,846 | ||||
Fair value of warrants | 140,779 | |||||
Adjusted conversion price | $0.22 | |||||
Estimated fair value of Company's common stock per share | $0.27 | |||||
Interest expense | $177,712 | |||||
Debt Instrument, Maturity Date | 31-Jul-15 |
COMMITMENTS_Details
COMMITMENTS (Details) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2015 | |
acre | |||
Operating Leased Assets [Line Items] | |||
Rent expense | $309,475 | $292,390 | |
Future operating lease commitments: | |||
2015 | 846,404 | ||
2016 | 733,009 | ||
2017 | 754,966 | ||
2018 | 777,567 | ||
2019 | 800,842 | ||
Thereafter | 134,123 | ||
Total future minimum payments due | 4,046,911 | ||
Offices and Research Laboratories, 200 CambridgePark Drive in Cambridge, Massachusetts | |||
Operating Leased Assets [Line Items] | |||
Lease term | 5 years | ||
Offices and Research Laboratories, 200 CambridgePark Drive in Cambridge, Massachusetts | Subsequent Event [Member] | |||
Operating Leased Assets [Line Items] | |||
Square footage of leased property | 16,825 | ||
Annual basis rent per square foot | 42.5 | ||
Annual basis rent | 715,062 | ||
Leases agreements description | The base rent will increase incrementally over the term of the Lease, reaching approximately $804,739 on an annual basis in the fifth year of the term. | ||
Security Deposit | 529,699 | ||
Security deposit which may be reduced to following the second anniversary of commencement date | 411,988 | ||
Offices and Research Laboratories at One Kendall Square in Cambridge, Massachusetts | |||
Operating Leased Assets [Line Items] | |||
Square footage of leased property | 4,782 | ||
Annual basis rent | 248,664 | ||
Lease expiration date | 30-Nov-15 | ||
Corporate Office at 1370 Broadway in New York | |||
Operating Leased Assets [Line Items] | |||
Square footage of leased property | 1,370 | ||
Annual basis rent | $21,600 | ||
Lease expiration date | 31-Dec-15 |
LICENSE_AGREEMENT_AND_RELATEDP1
LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Apr. 30, 2011 | Dec. 31, 2011 | Sep. 30, 2013 | Aug. 14, 2013 | Feb. 11, 2013 | Apr. 19, 2011 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | |||||||||
Research and development | $3,575,695 | $2,369,414 | |||||||
License Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of common stock - license agreement, shares | 146,406 | 66,303 | |||||||
MIT [Member] | License Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Research and development | 25,000 | 20,000 | |||||||
Royalty and milestone payments, 2015 | 30,000 | ||||||||
Royalty and milestone payments, 2016 | 40,000 | ||||||||
Royalty and milestone payments, due every year thereafter | 50,000 | ||||||||
Payments for reimbursements | 505,697 | 207,220 | |||||||
Funding requirement of capital stock | 7,500,000 | ||||||||
Percent of common stock issuable | 3.00% | ||||||||
Payments for consulting services | 35,867 | ||||||||
Harvard [Member] | License Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Payments for reimbursements | 173,525 | 27,812 | |||||||
Director [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consulting agreement, payment amount | 37,500 | 75,000 | |||||||
Conversion of Stock, Shares Issued | 1,102,121 | 175,286 | |||||||
Director [Member] | Restricted common stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consulting agreement, shares issuable | 159,045 | ||||||||
Restricted Stock or Unit Expense | 32,667 | 53,125 | |||||||
Director [Member] | Restricted common stock [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Vesting percentage | 25.00% | ||||||||
Director [Member] | Restricted common stock [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Vesting percentage | 25.00% | ||||||||
Director [Member] | Restricted common stock [Member] | Monthly through April 1, 2014 [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Vesting percentage | 50.00% | ||||||||
Allan Rothstein and Norman Rothstein [Member] | Restricted common stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Issuance of restricted stock, shares | 1,000,000 | ||||||||
Restricted Stock or Unit Expense | 90,000 | 180,000 | |||||||
Barry Buckland PhD [Member] | SAB Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consulting agreement, payment amount | $100,000 | ||||||||
Deferred Compensation Arrangement with Individual, Maximum Contractual Term | 2 years |
EQUITY_Common_Stock_Details
EQUITY (Common Stock) (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Apr. 30, 2014 | Apr. 08, 2014 | Jul. 31, 2014 | |
Common Stock [line items] | |||||
Preferred stock, shares issued | 0 | 0 | |||
Proceeds from Issuance of Convertible Preferred Stock | $0 | $2,540,975 | |||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||
Common stock, par value | $0.00 | $0.00 | |||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value | $0.00 | $0.00 | |||
Pre Amendment [Member] | |||||
Common Stock [line items] | |||||
Common stock, shares authorized | 15,000,000 | ||||
Post Amendment [Member] | |||||
Common Stock [line items] | |||||
Common stock, shares authorized | 24,000,000 | ||||
Placement Agent [Member] | |||||
Common Stock [line items] | |||||
Stock issuance costs | 81,000 | ||||
Series B convertible preferred stock [Member] | |||||
Common Stock [line items] | |||||
Preferred stock, shares issued | 948,823 | ||||
Equity issuance, price per share | $2.13 | ||||
Proceeds from Issuance of Convertible Preferred Stock | 1,597,860 | ||||
Stock issuance costs | $418,390 | ||||
Series B convertible preferred stock [Member] | Placement Agent [Member] | |||||
Common Stock [line items] | |||||
Number of shares callable from warrants | 38,259 | ||||
Exercise price of warrants | $2.13 | ||||
Term of warrants | 5 years | ||||
Series B convertible preferred stock [Member] | Two Executive Officers [Member] | |||||
Common Stock [line items] | |||||
Number of shares callable from warrants | 105,881 | ||||
Warrants issued to the executive officers [Member] | |||||
Common Stock [line items] | |||||
Exercise price of warrants | $2.13 | ||||
Warrants issued to the executive officers [Member] | Common stock [Member] | |||||
Common Stock [line items] | |||||
Number of shares callable from warrants | 309,967 |
EQUITY_Merger_Details
EQUITY (Merger) (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Series A convertible preferred stock [Member] | ||
Merger [line items] | ||
Conversion ratio | 1.598075 | |
Number of shares issued | 4,421,744 | |
Series A-1 convertible preferred stock [Member] | ||
Merger [line items] | ||
Conversion ratio | 1.790947 | |
Number of shares issued | 3,666,428 | |
Series A-2 convertible preferred stock [Member] | ||
Merger [line items] | ||
Conversion ratio | 1.997594 | |
Number of shares issued | 3,663,177 | |
Series B convertible preferred stock [Member] | ||
Merger [line items] | ||
Conversion ratio | 2.927509 | |
Number of shares issued | 2,777,687 | |
Common stock [Member] | ||
Merger [line items] | ||
Conversion ratio | 1.102121 | |
Number of shares issued | 4,940,744 | |
Number of shares issued upon conversion of convertible note and accrued interest | 3,663,177 | |
Common stock [Member] | Merger [Member] | ||
Merger [line items] | ||
Number of shares issued upon conversion of convertible note and accrued interest | 3,230,869 |
EQUITY_Private_Placement_Detai
EQUITY (Private Placement) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2014 | |
Private Placement [Line Items] | |||
Proceeds received through private placement | $18,255,444 | $0 | |
Private Placement [Member] | |||
Private Placement [Line Items] | |||
Number of units of securities sold | 21,549,510 | ||
Sales price per unit of securities sold | $1 | ||
Exercise price of warrants | $2 | ||
Term of warrants | 5 years | ||
Holding term in which additional shares are issued to the holder | 2 years | ||
Proceeds received through private placement | 18,255,444 | ||
Commission rate paid to placement agents expressed as a percentage of the gross funds raised from investors in the PPO | 10.00% | ||
Maximum number of unit sales that agents are entitled to receive warrant commissions | 20,000,000 | ||
Aggregate legal expenses that are reimbursable to placement agents in connection with private placement offering | 30,000 | ||
Proceeds received through private placement | 500,000 | ||
The maximum number of units that can be sold through private placement in order to provide certain anti-dilution protection to the holders of the Company's Common Stock immediately prior to the Merger (after giving effect to the Split-Off) | 15,000,000 | ||
Private Placement [Member] | Placement Agent [Member] | |||
Private Placement [Line Items] | |||
Exercise price of warrants | $1 | ||
Term of warrants | 5 years | ||
Payments for commissions | 2,154,951 | ||
Number of common shares issued from warrants provided to placement agents | 2,000,000 | ||
Stock issued during period, shares | 150,000 | ||
Private Placement [Member] | Holders of Company's Common Stock [Member] | |||
Private Placement [Line Items] | |||
Stock issued during period, shares | 1,690,658 | ||
Issuance cost | $1,690,658 | ||
Equity issuance, price per share | $1 |
STOCK_OPTIONS_RESTRICTED_STOCK2
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Stock Options Narrative) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2014 | Apr. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options to purchase shares of common stock | 2,730,963 | 874,056 | ||
Stock-based compensation expense | $659,435 | $367,062 | ||
Number of options granted during period | 1,922,626 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Vesting Lapse Rights, Percentage | 25.00% | |||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation | 1,048,104 | |||
Unrecognized stock-based compensation, period for recognition | 2 years 10 months 17 days | |||
Employee [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 36 months | |||
Stock-based compensation expense | 339,415 | 19,472 | ||
Employee And Director [Member] | Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average, stock price (in dollars per share) | $1.03 | |||
Risk-free interest rate (as a percent) | 1.65% | |||
Expected dividend yield (as a percent) | 0.00% | |||
Expected term | 6 years | |||
Volatility rate (as a percent) | 99.00% | |||
Grant date fair value of options granted (in dollars per share) | $0.63 | |||
Non-employee [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 25,951 | 6,542 | ||
Two Executive Officers [Member] | Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares vested | 77,148 | |||
Stock-based compensation expense | $63,262 | |||
Director [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
2009 Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options to purchase shares of common stock | 948,567 | |||
2009 Stock Incentive Plan [Member] | Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares reserved for issuance under the plan | 3,200,437 | |||
2014 Equity Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares reserved for issuance under the plan | 8,100,000 | |||
Options to purchase shares of common stock | 1,045,419 | |||
2014 Equity Incentive Plan [Member] | Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares available for issuance | 5,023,388 | |||
2014 Equity Incentive Plan [Member] | Employee And Director [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options granted during period | 1,922,626 |
STOCK_OPTIONS_RESTRICTED_STOCK3
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Summary of Stock Option Activity) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Shares: | ||
Options Outstanding at December 31, 2013 | 874,056 | |
Granted | 1,922,626 | |
Exercised | 0 | |
Canceled | -65,719 | |
Options Outstanding at December 31, 2014 | 2,730,963 | 874,056 |
Options Exercisable at December 31, 2014 | 935,228 | |
Weighted average exercise price per share: | ||
Options Outstanding at December 31, 2013 | $0.22 | |
Granted | $1.03 | |
Exercised | $0 | |
Canceled | $0.36 | |
Options Outstanding at December 31, 2014 | $0.78 | $0.22 |
Options Exercisable at December 31, 2014 | $0.42 | |
Weighted Average Remaining Contractual Term | ||
Options Outstanding (in years) | 9 years | 7 years 8 months 12 days |
Options Exercisable at December 31, 2014 (in years) | 7 years 10 months 24 days | |
Aggregate Intrinsic Value | ||
Options Outstanding at December 31, 2013 | $29,548 | |
Options Outstanding at December 31, 2014 | 763,281 | 29,548 |
Options Exercisable at December 31, 2014 | $588,901 |
STOCK_OPTIONS_RESTRICTED_STOCK4
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Restricted Stock Narrative) (Details) (Restricted Stock [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock expense | $156,299 | $341,048 |
Unrecognized stock-based compensation | $76,545 | |
Unrecognized stock-based compensation, period for recognition | 1 year 9 months 29 days |
STOCK_OPTIONS_RESTRICTED_STOCK5
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Summary of Restricted Stock Activity) (Details) (Restricted Stock [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Restricted Stock [Member] | |
Number of shares: | |
Balance of unvested restricted stock at December 31, 2013 | 1,113,048 |
Issuance of restricted stock | 0 |
Vested | -767,349 |
Balance of unvested restricted stock at December 31, 2014 | 345,699 |
Weighted Average Grant Date Fair Value: | |
Balance of unvested restricted stock at December 31, 2013 | $0.23 |
Issuance of restricted stock | $0 |
Vested | ($0.23) |
Balance of unvested restricted stock at December 31, 2014 | $0.23 |
STOCK_OPTIONS_RESTRICTED_STOCK6
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Warrants Narrative) (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2012 | Dec. 31, 2011 | Jul. 31, 2014 | Apr. 30, 2014 | Jun. 12, 2012 | |
Class of Warrant or Right [Line Items] | |||||||
Warrants outstanding | 24,803,409 | ||||||
Expense recorded due to the change in the fair value of the warrants | $3,090 | ||||||
Income recorded due to the change in the fair value of the warrants | 184,448 | ||||||
Stock based compensation expense | 659,435 | 367,062 | |||||
Class of Warrant or Right, Unissued | 1,187,325 | ||||||
Financing And Security Agreement [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 41,659 | 41,659 | 41,659 | ||||
Square 1 Bank [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 66,574 | ||||||
Warrants outstanding | 66,574 | ||||||
Fair value of warrants | 10,169 | 7,536 | |||||
Square 1 Bank [Member] | Warrant [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 12,329 | ||||||
Exercise price of warrants | $0.73 | ||||||
Expected term | 4 years 5 months 12 days | 5 years 8 months 12 days | |||||
Volatility rate | 99.80% | 74.30% | |||||
Risk-free interest rate | 1.65% | 1.75% | |||||
Square 1 Bank [Member] | Financing And Security Agreement [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 66,574 | ||||||
Lender [Member]. | |||||||
Class of Warrant or Right [Line Items] | |||||||
Fair value of warrants | 43,237 | 33,930 | |||||
Lender [Member]. | Warrant [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 54,245 | ||||||
Exercise price of warrants | $0.73 | ||||||
Expected term | 3 years 11 months 5 days | 4 years 10 months 24 days | |||||
Volatility rate | 99.80% | 74.30% | |||||
Risk-free interest rate | 1.38% | 1.75% | |||||
Series A Preferred Stock [Member] | Square 1 Bank [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 41,659 | 7,715 | |||||
Exercise price of warrants | $1.16 | ||||||
Term of warrants | 7 years | ||||||
Series A Preferred Stock [Member] | Lender [Member]. | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 33,944 | ||||||
Exercise price of warrants | $1.16 | ||||||
Term of warrants | 7 years | ||||||
PPO and Agent Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 23,549,510 | ||||||
Warrants outstanding | 23,549,510 | 23,549,510 | |||||
Fair value of warrants | 16,065,396 | 16,261,784 | |||||
Expected term | 4 years 6 months 29 days | 5 years | |||||
Volatility rate | 99.80% | 105.40% | |||||
Risk-free interest rate | 1.53% | 1.77% | |||||
Warrants issued to the placement agents [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Fair value of warrants | 49,854 | ||||||
Expected term | 5 years | ||||||
Volatility rate | 74.60% | ||||||
Risk-free interest rate | 1.72% | ||||||
Warrants issued to the placement agents [Member] | Series B Preferred Stock [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 38,259 | ||||||
Warrants issued to the placement agents [Member] | Common Stock [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 112,001 | ||||||
Warrants issued to the executive officers [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Exercise price of warrants | $2.13 | ||||||
Fair value of warrants | 137,770 | ||||||
Expected term | 5 years | ||||||
Volatility rate | 74.60% | ||||||
Risk-free interest rate | 1.63% | ||||||
Number of executive officers to whom warrants issued | 2 | ||||||
Vesting period | 6 years | ||||||
Stock based compensation expense | $137,770 | ||||||
Warrants issued to the executive officers [Member] | Series B Preferred Stock [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 105,881 | ||||||
Warrants issued to the executive officers [Member] | Common Stock [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 309,967 | ||||||
Warrants associated with convertible promissory notes | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 694,443 | ||||||
Exercise price of warrants | $0.27 | ||||||
Warrants associated with convertible promissory notes | Common Stock [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 765,357 | ||||||
Warrants issued to the investors in the PPO [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 21,549,510 | ||||||
Exercise price of warrants | $2 | ||||||
Warrants issued to the placement agents in the PPO [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Warrants to purchase shares of the common stock issued | 2,000,000 | ||||||
Exercise price of warrants | $1 |
INCOME_TAX_Narrative_Details
INCOME TAX (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Line Items] | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $2,835,936 | $1,422,665 |
Domestic Tax Authority [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | 7,914,557 | |
Operating Loss Carryforwards, Expiration Date | 31-Dec-30 | |
State and Local Jurisdiction [Member] | ||
Income Tax Disclosure [Line Items] | ||
Operating Loss Carryforwards | 6,719,602 | |
Operating Loss Carryforwards, Expiration Date | 31-Dec-30 | |
Research Tax Credit Carryforward [Member] | Domestic Tax Authority [Member] | ||
Income Tax Disclosure [Line Items] | ||
Tax Credit Carryforward, Amount | 259,716 | |
Tax Credit Carryforward, Expiration Date | 31-Dec-31 | |
Research Tax Credit Carryforward [Member] | State and Local Jurisdiction [Member] | ||
Income Tax Disclosure [Line Items] | ||
Tax Credit Carryforward, Amount | $198,897 | |
Tax Credit Carryforward, Expiration Date | 31-Dec-26 |
INCOME_TAX_Components_of_net_d
INCOME TAX (Components of net deferred tax asset) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Net operating losses | $3,045,692 | $1,956,406 |
Accrued expenses | 253,576 | 167,880 |
Stock options | 251,798 | 0 |
Tax credit carryforwards | 413,691 | 120,700 |
Depreciation and amortization | -30,668 | -137,528 |
Other | 135 | 5,842 |
Capitalized R&D | 2,386,507 | 1,371,494 |
Total gross deferred tax assets | 6,320,730 | 3,484,794 |
Valuation allowance | -6,320,730 | -3,484,794 |
Total deferred tax assets | $0 | $0 |
INCOME_TAX_Reconciliation_of_i
INCOME TAX (Reconciliation of income tax expense) (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of income tax expense: | ||
Income tax benefit computed at federal statutory tax rate | 34.00% | 34.00% |
State taxes, net of federal benefit | 3.80% | 5.20% |
Non-deductible items | -7.00% | -0.80% |
General business credits and other credits | 2.10% | 1.30% |
Change in valuation allowance | -34.50% | -38.50% |
Other | 1.60% | -1.20% |
Effective tax rate | 0.00% | 0.00% |
CONCENTRATIONS_Details
CONCENTRATIONS (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Concentration Risk [Line Items] | ||
Revenues | $164,026 | $449,036 |
Accounts Receivable [Member] | Major Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 100.00% | 57.00% |
Accounts Receivable [Member] | Major Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 29.00% | |
Accounts Receivable [Member] | Major Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14.00% | |
Revenue [Member] | Major Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 46.00% | 54.00% |
Revenues | 75,714 | 182,996 |
Revenue [Member] | Major Customer Two [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 30.00% | 26.00% |
Revenues | 48,312 | 89,182 |
Revenue [Member] | Major Customer Three [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 24.00% | 18.00% |
Revenues | $40,000 | $62,500 |