Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 10, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | Enumeral Biomedical Holdings, Inc. | |
Entity Central Index Key | 1,561,551 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 51,699,507 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 8,378,110 | $ 10,460,117 |
Marketable securities | 3,010,119 | |
Accounts receivable | $ 325,129 | 284,401 |
Prepaid expenses and other current assets | 235,112 | 202,380 |
Total current assets | 8,938,351 | 13,957,017 |
Property and equipment, net | 1,267,695 | 1,007,127 |
Other assets: | ||
Restricted cash | 560,910 | 562,410 |
Other assets | 8,416 | 8,416 |
Total assets | 10,775,372 | 15,534,970 |
Current liabilities: | ||
Accounts payable ($24,779 and $134,587 due to related parties, respectively) | 392,878 | 614,106 |
Accrued expenses and other current liabilities ($4,167 and $0 due to related parties, respectively) | $ 685,078 | 217,141 |
Deferred rent | 32,416 | |
Deferred revenue | $ 174,052 | 134,908 |
Derivative liabilities | 8,567,052 | 16,118,802 |
Total current liabilities | 9,819,060 | $ 17,117,373 |
Deferred rent, net of current portion | 14,739 | |
Deferred revenue, net of current portion | 43,513 | $ 101,180 |
Total liabilities | $ 9,877,312 | $ 17,218,553 |
Commitments and contingencies | ||
Stockholders' equity (deficiency) | ||
Preferred stock, $.001 par value; 10,000,000 shares authorized: -0- shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | ||
Common stock, $.001 par value; 300,000,000 shares authorized: 51,673,792 and 51,588,617 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | $ 51,674 | $ 51,589 |
Additional paid-in-capital | $ 16,274,258 | 15,965,252 |
Accumulated other comprehensive loss | (9,777) | |
Accumulated deficit | $ (15,427,872) | (17,690,647) |
Total stockholders' equity (deficiency) | 898,060 | (1,683,583) |
Total liabilities and stockholders' equity (deficiency) | $ 10,775,372 | $ 15,534,970 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts payable, related parties | $ 24,779 | $ 134,587 |
Accrued expenses and other current liabilities, related parties | $ 4,167 | $ 0 |
Preferred stock, par value | $ 0.001 | $ .001 |
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 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 51,673,792 | 51,588,617 |
Common stock, shares outstanding | 51,673,792 | 51,588,617 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Collaboration and license revenues | $ 289,049 | $ 498,684 | $ 50,714 | |
Grant revenue | 92,264 | 157,351 | ||
Total revenues | 381,313 | 656,035 | $ 50,714 | |
Cost of revenues and expenses: | ||||
Research and development | 1,805,166 | $ 791,105 | 3,035,670 | 1,476,517 |
General and administrative | 1,492,017 | 342,623 | 2,916,960 | 846,700 |
Total cost of revenues and expenses | 3,297,183 | 1,133,728 | 5,952,630 | 2,323,217 |
Loss from operations | (2,915,870) | (1,133,728) | (5,296,595) | (2,272,503) |
Other income (expense): | ||||
Interest income (expense) | 4,985 | (75,720) | 7,620 | (128,081) |
Change in fair value of derivative liabilities | 2,881,866 | 3,019 | 7,551,750 | 3,679 |
Total other income (expense), net | 2,886,851 | (72,701) | 7,559,370 | (124,402) |
Net income (loss) before income taxes | $ (29,019) | $ (1,206,429) | $ 2,262,775 | $ (2,396,905) |
Provision for income taxes | ||||
Net Income (Loss) | $ (29,019) | $ (1,206,429) | $ 2,262,775 | $ (2,396,905) |
Other comprehensive income (loss): | ||||
Reclassification for loss included in net income | 19,091 | 19,097 | ||
Net unrealized holding losses on available-for-sale securities arising during the period | (2,730) | (9,320) | ||
Comprehensive income (loss) | $ (12,658) | $ (1,206,429) | $ 2,272,552 | $ (2,396,905) |
Basic net income (loss) per share | $ 0 | $ (0.06) | $ 0.04 | $ (0.14) |
Diluted net income (loss) per share | $ 0 | $ (0.06) | $ 0.04 | $ (0.14) |
Weighted-average number of common shares attributable to common stockholders - basic | 51,638,912 | 18,706,679 | 51,623,164 | 17,704,951 |
Weighted-average number of common shares attributable to common stockholders - diluted | 51,638,912 | 18,706,679 | 52,896,713 | 17,704,951 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 2,262,775 | $ (2,396,905) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and Amortization | 275,887 | $ 141,529 |
Exit costs associated with write-off of net carrying value of leasehold improvements | 22,962 | |
Stock-based compensation | 292,891 | $ 206,424 |
Change in fair value of derivatives | $ (7,551,750) | (3,679) |
Accretion of debt discount | $ 61,138 | |
Realized loss on marketable securities | $ 19,097 | |
Changes in operating assets and liabilities: | ||
Accounts receivables | (40,728) | $ 125,000 |
Prepaid expenses and other assets | (32,732) | (165,773) |
Accounts payable | (221,228) | 204,599 |
Accrued expenses and other current liabilities | 467,937 | 228,976 |
Deferred rent | (17,677) | (7,585) |
Deferred revenue | (18,523) | (25,714) |
Net cash used in operating activities | (4,541,089) | (1,631,990) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (559,417) | $ (18,168) |
Proceeds from sale of marketable securities | 3,000,799 | |
Receipt of security deposit | 1,500 | |
Net cash provided (used) in investing activities | $ 2,442,882 | $ (18,168) |
Cash flows from financing activities: | ||
Proceeds from issuance of Series B convertible preferred stock, net of issuance costs | 1,597,860 | |
Proceeds from issuance of convertible promissory note | $ 750,000 | |
Proceeds from the exercise of stock options | $ 16,200 | |
Payments on Long-term debt | $ (358,000) | |
Net cash provided by financing activities | $ 16,200 | 1,989,860 |
Net increase (decrease) in cash and cash equivalents | (2,082,007) | 339,702 |
Cash and cash equivalents, beginning of period | 10,460,117 | 263,910 |
Cash and cash equivalents, end of period | $ 8,378,110 | 603,612 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | $ 30,466 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [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 Companys common stock held by such stockholder (which were cancelled and will resume the status of authorized but unissued shares of the Companys 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. Also on July 31, 2014, we closed a private placement offering (the PPO) of 21,549,510 Units (the Units) of our securities, at a purchase price of $1.00 per Unit, each Unit consisting of one share of our Common Stock and a warrant to purchase one share of Common Stock at an exercise price of $2.00 per share and with a term of five years (the PPO Warrants). Additional information concerning the PPO and PPO Warrants is presented below in Note 9. Also on July 31, 2014, we changed our fiscal year from a fiscal year ending on October 31 of each year to one ending on December 31 of each year, which is the fiscal year end of Enumeral. Following the Merger, the Company continued Enumerals business of discovering and developing potential best-in-class antibodies against proven targets and newly discovered immuno-oncology targets. The Company believes its proprietary platform technology gives it a unique ability to understand the role of different classes of immune cells in providing effective anti-cancer responses following treatment with immunomodulators. The Company is using its platform to develop a pipeline of antibody therapeutics and to determine optimal combinations with other therapies, through internal efforts and partnered development programs. Initially, the Company is developing antibodies against several classes of immunomodulatory proteins expressed on the surface of cells of the immune system that have potential for the treatment of cancer and other diseases. The Companys current efforts are aimed at developing next generation antibodies that are more precise than current first-generation therapies in their effects on tumor- and tissue-infiltrating lymphocyte (known as TIL) functions via modulation of regulatory proteins known as checkpoints. Cancer cells can co-opt these immune checkpoint pathways to evade destruction by the immune system. This class of drugs can block tumor evasion and thus generate durable and sustained survival benefit in a subset of patients. The Companys internal programs are currently focused on next-generation checkpoint modulators targeting PD-1, Tim-3, OX40, Lag-3, VISTA, and other proteins expressed on TILs. The Companys research uses its platform technology licensed from the Massachusetts Institute of Technology (MIT), Harvard University, and other institutions to identify and characterize TILs from human patient-derived biopsies representing different tissues and diseases and to generate proprietary target-specific antibody libraries that are solely owned by the Company. The Company believes the power of its platform technology will support the Companys goals to further develop its internal pipeline of drug candidates and grow its business through research and development partnerships. The Company continues to be a smaller reporting company, as defined under the Exchange Act, following the Merger. We believe that as a result of the Merger, we have ceased to be a shell company (as such term is defined in Rule 12b-2 under the Securities and Exchange Act of 1934, as amended (the Exchange Act)). |
LIQUIDITY RISK AND UNCERTAINTIE
LIQUIDITY RISK AND UNCERTAINTIES | 6 Months Ended |
Jun. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
LIQUIDITY RISK AND UNCERTAINTIES | 2 LIQUIDITY 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 Companys 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 June 30, 2015, the Company had a working capital deficiency of $880,709 including $8,567,052 of derivative liabilities, and an accumulated deficit of $15,427,872. The Company expects to incur significant expenses and increasing operating losses for the foreseeable future, and the Companys net losses may fluctuate significantly from quarter to quarter and from year to year. The Company believes that its existing cash and cash equivalents at June 30, 2015 will be sufficient to fund its operations into the second quarter of 2016. The Company expects that it will require significant additional financing in the future, which it may seek to raise through public or private equity offerings, debt financings or additional strategic alliances and licensing arrangements with third parties. No assurance can be given that additional financing or strategic alliances and licensing arrangements will be available when needed or that, if available, such financing could be obtained on terms favorable to the Company or its stockholders . To the extent additional capital is raised through the sale of equity or convertible debt securities, such securities may be sold at a discount from the market price of the Companys common stock. The issuance of these securities could also result in significant dilution to some or all of the Companys stockholders, depending on the terms of the transaction. If the Company is unable to obtain adequate financing or financing on satisfactory terms, or secure additional strategic alliances with third parties, the Companys ability to continue to support its business growth and to respond to business challenges could be significantly impaired and there would be a material adverse effect on the Companys business and financial condition. The Companys future operations also depend on its expense levels, which are influenced by a number of factors, including but not limited to the resources the Company devotes to developing and supporting its projects and potential products, the continued progress of its research and development of potential products, its ability to improve research and development efficiencies, and license fees or royalties the Company may be required to pay. The Companys operational needs may prove more expensive than the Company currently anticipates, and the Company may not succeed in increasing its revenues to offset higher expenses. The Companys failure to grow revenue and manage its expenses would have a material adverse effect on the Companys business and financial condition. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read in conjunction with the 2014 Financial Statements as filed on the Companys Annual Report on Form 10-K for the year ended December 31, 2014. The preparation of the unaudited condensed consolidated financial statements in conformity with these accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reported period. Ultimate results could differ from the estimates of management. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Companys financial position as of June 30, 2015 and the results of its operations and cash flows for the six months ended June 30, 2015 and 2014. Such adjustments are of a normal recurring nature. The results of operations for the three and six months ended June 30, 2015 may not be indicative of results for the full year. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, Enumeral Biomedical Corp. and Enumeral Securities Corporation. In these unaudited condensed 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. 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 Marketable securities consist of U.S. treasury securities with maturities of more than 90 days. The marketable securities have been classified as current assets since they are available for use in current operating activities, regardless of actual maturity dates, and are recorded on the condensed consolidated balance sheet at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income (loss), until sold or when they reach maturity, at which time they are reclassified to 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 Companys 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 is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. The Companys assets and liabilities that are measured at fair value on a recurring basis are measured in accordance with the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASU) 820, Fair Value Measurements and Disclosures, which establishes a three-level valuation hierarchy for measuring fair value and expand 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 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 Level 2 Level 3 The Companys cash equivalents and marketable securities, carried at fair value, are primarily comprised of investments in U.S. Treasuries and federal agency backed money market funds. The valuation of the Companys derivative liabilities is discussed below and in Note 10. The following table presents information about the Companys financial assets and liabilities measured at a fair value on a recurring basis as of June 30, 2015 and December 31, 2014: June 30, 2015 (Level 1) (Level 2) (Level 3) Assets Cash $ 604,622 $ 604,622 $ $ Money Market funds, included in cash equivalents $ 7,773,488 $ 7,773,488 $ $ Marketable securities U.S. Treasuries $ $ $ $ Liabilities Derivative liabilities $ 8,567,052 $ $ $ 8,567,052 December 31, 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 The following table provides a roll forward of the fair value of the Companys warrant liabilities, using Level 3 inputs: Balance at December 31, 2014 $ 16,118,802 Change in fair value (7,551,750 ) Balance at June 30, 2015 $ 8,567,052 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 June 30, 2015 or December 31, 2014. 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 three and six months ended June 30, 2015 and 2014, 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 it can reasonably estimate the level of effort required to complete our 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 Companys 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 we 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 we expect 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. Grant Revenue In September 2014, the Company was awarded a Phase II Small Business Innovation Research contract from National Cancer Institute (NCI), a unit of the National Institutes of Health, for up to $999,967 over two years. Grant revenue consists of a portion of the funds received to date by the NCI. Revenue is recognized as the related research services are performed in accordance with the terms of the agreement. 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 Companys core technology, are expensed as research and development expense. Derivative Liabilities The Companys derivative liabilities relate to (a) warrants to purchase an aggregate of 23,549,510 shares of the Companys common stock that were issued in connection with the PPO 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 Enumerals 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 Companys common stock in connection with the 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 unaudited condensed consolidated 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 unaudited condensed consolidated statement of operations and comprehensive income (loss). The Company used the Black-Scholes option-pricing model to estimate the fair values of the issued and outstanding warrants. Comprehensive Income (Loss) Other comprehensive income (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. The unrealized gains and losses are reported in accumulated other comprehensive income (loss), until sold or maturity, at which time they are reclassified to earnings. During the three month period ended June 30, 2015 the Company reclassified $19,091 out of accumulated other comprehensive loss to net income. During the six month period ended June 30, 2015 the Company reclassified $19,097 out of accumulated other comprehensive loss to net income. For the three and six months ended June 30, 2014, there were no reclassifications out of accumulated other comprehensive income (loss). Stock-Based Compensation The Company has elected to use the Black-Scholes option pricing model to determine the grant date fair value of share-based awards. The Company recognizes the compensation cost of employee share-based awards on a straight-line basis over the employees 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 $126,500 and $75,130 for the three months ended June 30, 2015 and 2014, respectively. The Company has recorded stock-based compensation expense of $292,891 and $206,424 for the six months ended June 30, 2015 and 2014, respectively. The Company has an aggregate of $1,316,316 of unrecognized stock-based compensation cost as of June 30, 2015 to be amortized over a weighted average period of 2.82 years. Prior to the Merger, Enumeral engaged a third party to develop an estimate of the fair value of a share of Enumerals common stock on a fully-diluted, minority, non-marketable basis. Based upon unaudited historical, pro-forma and/or forecast financial and operational information, which Enumeral management represented as accurately reflecting the companys 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 Enumerals 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 Companys common stock became publicly traded, and fair market value is determined based on the closing sales price of the Companys 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 Companys common stock. The Company uses these estimates for the three and six months ended June 30, 2015. 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. At June 30, 2015 and June 30, 2014, the number of shares underlying options and warrants that were anti-dilutive was approximately 25.5 million shares and 2.1 million shares, respectively. Income Taxes The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Companys financial statements contain certain deferred tax assets, which have arisen primarily as a result of operating losses, as well as other temporary differences between financial and tax accounting. The Company would establish a valuation allowance if the likelihood of realization of the deferred tax assets is reduced based on an evaluation of objective verifiable evidence. Significant management judgment is required in determining the Companys provision for income taxes, the Companys deferred tax assets and liabilities and any valuation allowance recorded against those net deferred assets. The Company evaluates the weight of all available evidence to determine whether it is more likely than not that some portion or all of the net deferred income tax assets will not be realized. The Company has fully reserved all deferred tax assets. The Company accounts for uncertain tax positions in accordance with GAAP and has no uncertain tax liabilities at June 30, 2015 or December 31, 2014. 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) In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial StatementsGoing Concern (Subtopic 205-40) Accounting standards 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 Companys financial statements upon adoption. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 4 - PROPERTY AND EQUIPMENT Property and equipment, net consist of the following: June 30, December 31, 2015 2014 Laboratory equipment $ 1,996,516 $ 1,611,513 Computer/office equipment and software 166,372 117,429 Furniture, fixtures and office equipment 73,735 23,526 Leasehold improvements 75,263 112,507 2,311,886 1,864,975 Less - Accumulated depreciation and amortization (1,044,191 ) (857,848 ) $ 1,267,695 $ 1,007,127 Depreciation and amortization expense for the three and six months ended June 30, 2015 was $139,589 and $275,887, respectively. Depreciation and amortization expense for the three and six months ended June 30, 2014 was $70,766 and $141,529, respectively. During the six months ended June 30, 2015, the Company retired leasehold improvements with a gross cost of $112,507 and expensed the remaining net carrying value of $22,962 associated with the write-down of leasehold improvements due to a relocation of the Companys corporate office and research laboratories in March 2015 (see Note 7). |
RESTRICTED CASH
RESTRICTED CASH | 6 Months Ended |
Jun. 30, 2015 | |
Restricted Cash and Investments [Abstract] | |
RESTRICTED CASH | 5 RESTRICTED CASH The Company held $560,910 in restricted cash as of June 30, 2015. The Company held $562,410 in restricted cash as of December 31, 2014. 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 | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [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 Companys common stock in connection with the July 2014 Merger, as further described in Note 10 below. |
COMMITMENTS
COMMITMENTS | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [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. 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 an annual rent of $248,664 (the Kendall Lease). For the six months ended June 30, 2015, the Company recorded an expense of $55,352, representing all exit costs associated with its move to new offices and research laboratories in March 2015. In June 2015, Enumeral entered into a lease termination agreement with the landlord for our former facility at One Kendall Square, pursuant to which the Kendall Lease was terminated as of June 17, 2015. In accordance with the terms of the lease termination agreement, Enumeral is not obligated to pay rent for the One Kendall Square facility accruing after May 31, 2015. Enumeral had maintained a security deposit relating to the facility, recorded as restricted cash on the accompanying unaudited condensed consolidated balance sheet, which is being returned to Enumeral pursuant to the lease termination agreement. 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 Companys New York office expires on December 31, 2015. Rent expense was $296,224 and $76,622 for the three months ended June 30, 2015 and 2014, respectively. Rent expense was $451,488 and $153,067 for the six months ended June 30, 2015 and 2014, respectively. Future operating lease commitments as of June 30, 2015 are as follows: For the twelve months ended June 30, 2016 $ 722,241 2017 743,945 2018 766,210 2019 and thereafter 1,325,642 $ 3,558,038 Employment Agreements The Company has employment agreements with members of management which contain minimum annual salaries and severance benefits if terminated prior to the term of the agreements. |
LICENSE AGREEMENT AND RELATED-P
LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2015 | |
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), which at the time was a related party, 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 incurred related to the license fees have been expensed as research and development by Enumeral as incurred. The Company incurred $7,500 and $6,250 in the three months ended June 30, 2015 and 2014, respectively. The Company incurred $15,000 and $12,500 in the six months ended June 30, 2015 and 2014, 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 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 three months ended June 30, 2015 and 2014, Enumeral paid $112,331 and $73,938 for MIT and $150 and $100,781 for Harvard, respectively. For the six months ended June 30, 2015 and 2014, Enumeral paid $240,543 and $98,889 for MIT and $18,637 and $100,781 for Harvard, respectively. The License Agreement also contained a provision whereby after the date upon which $7,500,000 of funding which was met in April of 2013, 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 MITs participation rights and anti-dilution rights under the license agreement were terminated. Other than the exchange of Enumerals common stock for the Companys 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. In April 2015, Enumeral and MIT entered into a third amendment to the License Agreement, which revised the timetable for Enumeral to complete certain diligence obligations relating to the initiation of clinical studies in support of obtaining regulatory approval of a Diagnostic Product (as such term is defined in the License Agreement), as well as the timetable by which Enumeral is required to make the first commercial sale of a Diagnostic Product. 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 Enumeral common stock 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. In connection with the Merger, these shares were converted into 175,287 shares of the Companys common stock. 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) pursuant to which Dr. Buckland will serve as chairman of the Companys 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. Bucklands election, in options to purchase the Companys 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 three months ended June 30, 2015 and 2014, Enumeral recognized $17,500 and $9,375 of expense related to the consulting agreement, respectively. During the six months ended June 30, 2015 and 2014, Enumeral recognized $28,500 and $18,750 of expense related to the consulting agreement, respectively. |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
EQUITY | 9 EQUITY Common Stock 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. 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 Enumerals 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 Companys 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. 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 Enumerals common stock issued and outstanding immediately prior to the closing of the Merger was converted into 1.102121 shares of the Companys common stock for a total of 4,940,744 shares post-Merger, (b) each share of Enumerals Series A Preferred Stock issued and outstanding immediately prior to the closing of the Merger was converted into 1.598075 shares of the Companys common stock for a total of 4,421,744 shares post-Merger, (c) each share of Enumerals Series A-1 Preferred Stock issued and outstanding immediately prior to the closing of the Merger was converted into 1.790947 shares of the Companys common stock for a total of 3,666,428 shares post-Merger, (d) each share of Enumerals Series A-2 Preferred Stock issued and outstanding immediately prior to the closing of the Merger was converted into 1.997594 shares of the Companys common stock for a total of 3,663,177 shares post-Merger, (e) each share of Enumerals Series B Preferred Stock issued and outstanding immediately prior to the closing of the Merger was converted into 2.927509 shares of the Companys common stock for a total of 2,777,687 shares post-Merger and (f) the convertible notes and accrued interest were converted into a total of 3,230,869 shares of the Companys 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 Companys common stock and a warrant to purchase one share of the Companys common stock at an exercise price of $2.00 per share with a term of five years (the PPO Warrants). The net proceeds received from the PPO were $18,255,444. The investors in the PPO (for so long as they hold shares of the Companys common stock) have weighted-average 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 Companys common stock or common stock equivalents (subject to certain exceptions, including but not limited to (a) shares of common stock issued in an underwritten public offering, (b) issuances of awards under the Companys 2014 Equity Incentive Plan, and (c) other exempt issuances) for a consideration per share less than $1.00, each such investor would be entitled to receive from the Company (for no additional consideration) 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 investors PPO subscription amount would have purchased at the Adjusted Price. The Adjusted Price is determined by multiplying the Adjusted Price per share in effect immediately prior to such issuance by a fraction, (A) the numerator of which is (1) the number of shares of the Companys common stock outstanding immediately prior to such issuance plus (2) the number of shares of common stock which the aggregate consideration received or to be received by the Company for the total number of additional shares of common stock issued in such subsequent transaction would purchase at such Adjusted Price; and (B) the denominator of which is (1) the number of shares of the Companys common stock outstanding immediately prior to such issuance plus (2) the number of such additional shares of common stock issued in such subsequent transaction; provided that, (i) all shares of the Companys common stock issuable upon conversion or exchange of convertible securities outstanding immediately prior to such issuance shall be deemed to be outstanding, and (ii) the number of shares of common stock deemed issuable upon conversion or exchange of such outstanding convertible securities shall be determined without giving effect to any adjustments to the conversion or exchange price or conversion or exchange rate of such convertible securities resulting from the issuance of additional shares of common stock in such subsequent transaction. In addition, the PPO 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 described above for the shares of common stock included in the Units, subject to the exceptions described above. 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 Companys 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 Companys 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 the exceptions described above for the Units. 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 Companys common stock. In addition, the Merger Agreement provided certain anti-dilution protection to the holders of the Companys 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 Companys common stock to holders of the Companys 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 | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [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 Companys Board of Directors adopted, and the Companys stockholders approved, the 2014 Equity Incentive Plan (the 2014 Plan), which reserves a total of 8,100,000 shares of the Companys 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 Companys 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 June 30, 2015, there were 4,063,194 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 Companys capitalization. Stock compensation expense related to stock options for employees was $102,085 and $4,700 for the three months ended June 30, 2015 and 2014, respectively, while non-employee stock compensation expense was $7,300 and $606 for the three months ended June 30, 2015 and 2014, respectively. Stock compensation expense for employees was $243,583 and $9,448 for the six months ended June 30, 2015 and 2014, respectively, while non-employee stock compensation expense was $7,483 and $2,231 for the six months ended June 30, 2015 and 2014, respectively. A summary stock option activity for the six months ended June 30, 2015 is as follows: Weighted- Weighted- Average Average Remaining Exercise Contractual Shares Price Term (years) Outstanding at December 31, 2014 2,730,963 $ 0.78 8.7 Granted 856,500 $ 0.67 Exercised (66,127 ) $ 0.25 Canceled - $ - Outstanding at June 30, 2015 3,521,336 $ 0.76 8.8 Exercisable at June 30, 2015 1,091,908 $ 0.52 7.7 The aggregate intrinsic value of options exercisable at June 30, 2015 was $291,744. 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 compensation expense was $17,115 and $12,420 for the three months ended June 30, 2015 and 2014, respectively. Restricted stock compensation expense was $41,825 and $137,342 for the six months ended June 30, 2015 and 2014, respectively. A summary of restricted stock activity for the six months ended June 30, 2015 is as follows: Weighted- Number of Average Grant Shares Date Fair Value Balance of unvested restricted stock at December 31, 2014 345,699 $ 0.24 Issuance of restricted stock 19,048 $ 1.05 Vested (111,042 ) $ 0.31 Balance of unvested restricted stock at June 30, 2015 253,705 $ 0.27 The Company has an aggregate of $63,981 of unrecognized restricted stock expense as of June 30, 2015 to be amortized over a weighted average period of 1.22 years. Warrants As of June 30, 2015, 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 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 Companys common stock. Additionally, in connection with the Square 1 Financing, Enumeral issued warrants to purchase 41,659 shares of Enumerals Series A preferred stock that were subsequently converted into warrants to purchase 66,574 shares of the Companys common stock in connection with the Merger. PPO and Agent Warrants In July 2014, the Company issued warrants to purchase 23,549,510 shares of the Companys common stock in connection with the PPO, of which warrants to purchase 21,549,510 shares of the Companys 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 Companys 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 June 30, 2015 was determined to be $8,537,744 using the Black-Scholes pricing model and the following assumptions: (i) expected remaining term of 4.08 years, (ii) 104.1% volatility, (iii) risk-free rate of 1.34%, and (iv) no expected dividends. 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: (i) expected remaining term of 4.58 years, (ii) 99.8% volatility, (iii) risk-free rate of 1.53%, and (iv) no expected dividends. All 23,549,510 warrants were outstanding as of June 30, 2015. Square 1 Financing In connection with the 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 Companys common stock at an exercise price of $0.73 per share. 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: (i) expected term of 3.93 years, (ii) 99.8% volatility, (iii) a risk-free rate of 1.375%, and (iv) no expected dividends. The estimated fair value of the warrants as of June 30, 2015 was determined to be $23,636 using the Black-Scholes pricing model and the following assumptions: (i) expected term of 3.44 years, (ii) 104.1% volatility, (iii) a risk-free rate of 1.17%, and (iv) no expected dividends. 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 Companys common stock at an exercise price of $0.73 per share. 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 estimated fair value of these warrants as of June 30, 2015 was determined to be $5,672 using the Black-Scholes pricing model and the following assumptions: expected term of 3.96 years, 104.1% volatility, and a risk-free rate of 1.32%. 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 June 30, 2015, these warrants are outstanding and expire on December 5, 2018 and June 12, 2019. |
CONCENTRATIONS
CONCENTRATIONS | 6 Months Ended |
Jun. 30, 2015 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | 11 CONCENTRATIONS During the three months ended June 30, 2015, the Company recorded revenue from two entities in excess of 10% of the Companys total revenue in the amounts of $289,049 and $92,264, which represents 76% and 24% of the Companys total revenue for that period, respectively. For the three month period ended June 30, 2014, the Company recorded no revenue. During the six months ended June 30, 2015, the Company recorded revenue from two entities in excess of 10% of the Companys total revenue in the amounts of $498,684 and $157,351, which represents 76% and 24% of the Companys total revenue for that period, respectively. For the six month period ended June 30, 2014, the Company recorded revenue from one entity in excess of 10% of the Companys total revenue in the amount of $50,714, which represents 100% of the Companys total revenue for that period. At June 30, 2015, accounts receivable consisted of amounts due from two entities which represented 89% and 11%, of the Companys total outstanding accounts receivable balance. At December 31, 2014, accounts receivable consisted of amounts due from one entity which represented 100% of the Companys total outstanding accounts receivable balance. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, these financial statements do not include all information or notes required by generally accepted accounting principles for annual financial statements and should be read in conjunction with the 2014 Financial Statements as filed on the Company's Annual Report on Form 10-K for the year ended December 31, 2014. The preparation of the unaudited condensed consolidated financial statements in conformity with these accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reported period. Ultimate results could differ from the estimates of management. In the opinion of management, the unaudited condensed consolidated financial statements included herein contain all adjustments necessary to present fairly the Company's financial position as of June 30, 2015 and the results of its operations and cash flows for the six months ended June 30, 2015 and 2014. Such adjustments are of a normal recurring nature. The results of operations for the three and six months ended June 30, 2015 may not be indicative of results for the full year. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, Enumeral Biomedical Corp. and Enumeral Securities Corporation. In these unaudited condensed 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. |
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 | Marketable Securities Marketable securities consist of U.S. treasury securities with maturities of more than 90 days. The marketable securities have been classified as current assets since they are available for use in current operating activities, regardless of actual maturity dates, and are recorded on the condensed consolidated balance sheet at fair value, with the unrealized gains and losses reported in accumulated other comprehensive income (loss), until sold or when they reach maturity, at which time they are reclassified to 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 Companys 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 is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value. The Companys assets and liabilities that are measured at fair value on a recurring basis are measured in accordance with the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASU) 820, Fair Value Measurements and Disclosures, which establishes a three-level valuation hierarchy for measuring fair value and expand 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 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 Level 2 Level 3 The Companys cash equivalents and marketable securities, carried at fair value, are primarily comprised of investments in U.S. Treasuries and federal agency backed money market funds. The valuation of the Companys derivative liabilities is discussed below and in Note 10. The following table presents information about the Companys financial assets and liabilities measured at a fair value on a recurring basis as of June 30, 2015 and December 31, 2014: June 30, 2015 (Level 1) (Level 2) (Level 3) Assets Cash $ 604,622 $ 604,622 $ - $ - Money Market funds, included in cash equivalents $ 7,773,488 $ 7,773,488 $ - $ - Marketable securities U.S. Treasuries $ - $ - $ - $ - Liabilities Derivative liabilities $ 8,567,052 $ - $ - $ 8,567,052 December 31, 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 The following table provides a roll forward of the fair value of the Companys warrant liabilities, using Level 3 inputs: Balance at December 31, 2014 $ 16,118,802 Change in fair value (7,551,750 ) Balance at June 30, 2015 $ 8,567,052 |
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 June 30, 2015 or December 31, 2014. |
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 three and six months ended June 30, 2015 and 2014, 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 it can reasonably estimate the level of effort required to complete our 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 Companys 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 we 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 we expect 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. |
Grant Revenue | Grant Revenue In September 2014, the Company was awarded a Phase II Small Business Innovation Research contract from National Cancer Institute (NCI), a unit of the National Institutes of Health, for up to $999,967 over two years. Grant revenue consists of a portion of the funds received to date by the NCI. Revenue is recognized as the related research services are performed in accordance with the terms of the agreement. |
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 Companys core technology, are expensed as research and development expense. |
Derivative Liabilities | Derivative Liabilities The Companys derivative liabilities relate to (a) warrants to purchase an aggregate of 23,549,510 shares of the Companys common stock that were issued in connection with the PPO 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 Enumerals 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 Companys common stock in connection with the 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 unaudited condensed consolidated 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 unaudited condensed consolidated statement of operations and comprehensive income (loss). The Company used the Black-Scholes option-pricing model to estimate the fair values of the issued and outstanding warrants. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Other comprehensive income (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. The unrealized gains and losses are reported in accumulated other comprehensive income (loss), until sold or maturity, at which time they are reclassified to earnings. During the three month period ended June 30, 2015 the Company reclassified $19,091 out of accumulated other comprehensive loss to net income. During the six month period ended June 30, 2015 the Company reclassified $19,097 out of accumulated other comprehensive loss to net income. For the three and six months ended June 30, 2014, there were no reclassifications out of accumulated other comprehensive income (loss). |
Stock-Based Compensation | Stock-Based Compensation The Company has elected to use the Black-Scholes option pricing model to determine the grant date fair value of share-based awards. The Company recognizes the compensation cost of employee share-based awards on a straight-line basis over the employees 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 $126,500 and $75,130 for the three months ended June 30, 2015 and 2014, respectively. The Company has recorded stock-based compensation expense of $292,891 and $206,424 for the six months ended June 30, 2015 and 2014, respectively. The Company has an aggregate of $1,316,316 of unrecognized stock-based compensation cost as of June 30, 2015 to be amortized over a weighted average period of 2.82 years. Prior to the Merger, Enumeral engaged a third party to develop an estimate of the fair value of a share of Enumerals common stock on a fully-diluted, minority, non-marketable basis. Based upon unaudited historical, pro-forma and/or forecast financial and operational information, which Enumeral management represented as accurately reflecting the companys 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 Enumerals 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 Companys common stock became publicly traded, and fair market value is determined based on the closing sales price of the Companys 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 Companys common stock. The Company uses these estimates for the three and six months ended June 30, 2015. |
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. At June 30, 2015 and June 30, 2014, the number of shares underlying options and warrants that were anti-dilutive was approximately 25.5 million shares and 2.1 million shares, respectively. |
Income Taxes | Income Taxes The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Companys financial statements contain certain deferred tax assets, which have arisen primarily as a result of operating losses, as well as other temporary differences between financial and tax accounting. The Company would establish a valuation allowance if the likelihood of realization of the deferred tax assets is reduced based on an evaluation of objective verifiable evidence. Significant management judgment is required in determining the Companys provision for income taxes, the Companys deferred tax assets and liabilities and any valuation allowance recorded against those net deferred assets. The Company evaluates the weight of all available evidence to determine whether it is more likely than not that some portion or all of the net deferred income tax assets will not be realized. The Company has fully reserved all deferred tax assets. The Company accounts for uncertain tax positions in accordance with GAAP and has no uncertain tax liabilities at June 30, 2015 or December 31, 2014. 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) In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial StatementsGoing Concern (Subtopic 205-40) Accounting standards 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 Companys financial statements upon adoption. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Companys financial assets and liabilities measured at a fair value on a recurring basis as of June 30, 2015 and December 31, 2014: June 30, 2015 (Level 1) (Level 2) (Level 3) Assets Cash $ 604,622 $ 604,622 $ - $ - Money Market funds, included in cash equivalents $ 7,773,488 $ 7,773,488 $ - $ - Marketable securities U.S. Treasuries $ - $ - $ - $ - Liabilities Derivative liabilities $ 8,567,052 $ - $ - $ 8,567,052 December 31, 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 |
Schedule of Warrant Liabilities | The following table provides a roll forward of the fair value of the Companys warrant liabilities, using Level 3 inputs: Balance at December 31, 2014 $ 16,118,802 Change in fair value (7,551,750 ) Balance at June 30, 2015 $ 8,567,052 |
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) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consist of the following: June 30, December 31, 2015 2014 Laboratory equipment $ 1,996,516 $ 1,611,513 Computer/office equipment and software 166,372 117,429 Furniture, fixtures and office equipment 73,735 23,526 Leasehold improvements 75,263 112,507 2,311,886 1,864,975 Less - Accumulated depreciation and amortization (1,044,191 ) (857,848 ) $ 1,267,695 $ 1,007,127 |
COMMITMENTS (Tables)
COMMITMENTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Operating Lease Commitments | Future operating lease commitments as of June 30, 2015 are as follows: For the twelve months ended June 30, 2016 $ 722,241 2017 743,945 2018 766,210 2019 and thereafter 1,325,642 $ 3,558,038 |
STOCK OPTIONS, RESTRICTED STO21
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock Option Activity | A summary stock option activity for the six months ended June 30, 2015 is as follows: Weighted- Weighted- Average Average Remaining Exercise Contractual Shares Price Term (years) Outstanding at December 31, 2014 2,730,963 $ 0.78 8.7 Granted 856,500 $ 0.67 Exercised (66,127 ) $ 0.25 Canceled - $ - Outstanding at June 30, 2015 3,521,336 $ 0.76 8.8 Exercisable at June 30, 2015 1,091,908 $ 0.52 7.7 |
Summary of Restricted Stock Activity | A summary of restricted stock activity for the six months ended June 30, 2015 is as follows: Weighted- Number of Average Grant Shares Date Fair Value Balance of unvested restricted stock at December 31, 2014 345,699 $ 0.24 Issuance of restricted stock 19,048 $ 1.05 Vested (111,042 ) $ 0.31 Balance of unvested restricted stock at June 30, 2015 253,705 $ 0.27 |
NATURE OF BUSINESS (Narrative)
NATURE OF BUSINESS (Narrative) (Details) - Jul. 31, 2014 - $ / shares | Total | Total |
Number of shares held by pre-merger majority stockholder cancelled pursuant to the Split-Off Agreement | 23,100,000 | |
Private Placement [Member] | ||
Number of units of securities sold | 21,549,510 | 21,549,510 |
Sales price per unit of securities sold | $ 1 | $ 1 |
Exercise price of warrants | $ 2 | $ 2 |
Term of warrants | 5 years |
LIQUIDITY RISK AND UNCERTAINT23
LIQUIDITY RISK AND UNCERTAINTIES (Narrative) (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Risks and Uncertainties [Abstract] | ||
Working capital | $ 880,709 | |
Derivative liabilities | 8,567,052 | $ 16,118,802 |
Accumulated defict | $ 15,427,872 | $ 17,690,647 |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Sep. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Jun. 30, 2012 | Jun. 12, 2012 | Dec. 31, 2011 | |
Grant Revenue | |||||||||
Grant revenue from small business innovation research contract | $ 999,967 | ||||||||
Stock-Based Compensation | |||||||||
Stock-based compensation expense | $ 126,500 | $ 75,130 | $ 292,891 | $ 206,424 | |||||
Unrecognized stock-based compensation | 1,316,316 | $ 1,316,316 | |||||||
Unrecognized stock-based compensation, period for recognition | 2 years 9 months 26 days | ||||||||
Options issued during period | 450,000 | ||||||||
Number of shares underlying options and warrants that were anti-dilutive | 25,500,000 | 2,100,000 | |||||||
Reclassification for loss included in net income | $ 19,091 | $ 19,097 | |||||||
Series A Preferred Stock [Member] | |||||||||
Stock-Based Compensation | |||||||||
Warrants to purchase shares of the common stock issued | 41,659 | ||||||||
Common Stock [Member] | |||||||||
Stock-Based Compensation | |||||||||
Warrants to purchase shares of the common stock issued | 23,549,510 | ||||||||
Square One Bank [Member] | |||||||||
Stock-Based Compensation | |||||||||
Warrants to purchase shares of the common stock issued | 66,574 | 66,574 | 66,574 | ||||||
Square One Bank [Member] | Series A Preferred Stock [Member] | |||||||||
Stock-Based Compensation | |||||||||
Warrants to purchase shares of the common stock issued | 41,659 | 41,659 | 7,715 |
SUMMARY OF SIGNIFICANT ACCOUN25
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 ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Cash | $ 604,622 | $ 211,329 |
Money Market funds, included in cash equivalents | 7,773,488 | 10,248,788 |
Marketable securities - U.S. Treasuries | 0 | 3,010,119 |
Liabilities | ||
Derivative liabilities | 8,567,052 | 16,118,802 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Cash | 604,622 | 211,329 |
Money Market funds, included in cash equivalents | 7,773,488 | 10,248,788 |
Marketable securities - U.S. Treasuries | 0 | 3,010,119 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Cash | 0 | 0 |
Money Market funds, included in cash equivalents | 0 | 0 |
Marketable securities - U.S. Treasuries | 0 | 0 |
Liabilities | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Cash | 0 | 0 |
Money Market funds, included in cash equivalents | 0 | 0 |
Marketable securities - U.S. Treasuries | 0 | 0 |
Liabilities | ||
Derivative liabilities | $ 8,567,052 | $ 16,118,802 |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Warrant Liabilities) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accounting Policies [Abstract] | ||||
Balance at December 31, 2014 | $ 16,118,802 | |||
Change in fair value | $ (2,881,866) | $ (3,019) | (7,551,750) | $ (3,679) |
Balance at June 30, 2015 | $ 8,567,052 | $ 8,567,052 |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Estimated Useful Lives) (Details) | 6 Months Ended |
Jun. 30, 2015 | |
Lab equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful life | 5 years |
Computer equipment and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful life | 3 years |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful life | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, useful life, term | Shorter of useful life or life of the lease |
PROPERTY AND EQUIPMENT (Narrati
PROPERTY AND EQUIPMENT (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Depreciation and amortization | $ 139,589 | $ 70,766 | $ 275,887 | $ 141,529 |
Carrying value of leasehold improvements | $ 22,962 | 22,962 | ||
Leasehold Improvements [Member] | ||||
Depreciation and amortization | $ 112,507 |
PROPERTY AND EQUIPMENT (Schedul
PROPERTY AND EQUIPMENT (Schedule of Property and Equipment) (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Cost | $ 2,311,886 | $ 1,864,975 |
Less - Accumulated depreciation and amortization | (1,044,191) | (857,848) |
Property and equipment, net | 1,267,695 | 1,007,127 |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,996,516 | 1,611,513 |
Computer equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 166,372 | 117,429 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 73,735 | 23,526 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | $ 75,263 | $ 112,507 |
RESTRICTED CASH (Narrative) (De
RESTRICTED CASH (Narrative) (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Restricted Cash and Investments [Abstract] | ||
Restricted cash | $ 560,910 | $ 562,410 |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Feb. 28, 2014 | Dec. 31, 2011 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2012 | |
Series A Preferred Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of shares callable from warrants | 41,659 | ||||
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 by March 31, 2014 | $ 2,000,000 | ||||
Total gross cash proceeds under equity financing agreement required by June 30, 2014 | $ 4,000,000 | ||||
Amended date of when the gross proceeds under the equity financing agreement must be raised | Aug. 1, 2014 | ||||
Monthly minimum unrestricted cash balance required by bank as part of loan and security agreement | $ 300,000 | ||||
Number of shares callable from warrants | 41,659 | ||||
Financing And Security Agreement [Member] | Series A Preferred Stock [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of shares callable from warrants | 66,574 | ||||
Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Equity financing milestone | $ 2,000,000 |
COMMITMENTS (Details)
COMMITMENTS (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2014USD ($)ft² | Jun. 30, 2015USD ($)ft² | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)ft² | Jun. 30, 2014USD ($) | |
Operating Leased Assets [Line Items] | |||||
Initial base rent on an annual basis | $ 21,600 | ||||
Lease expiration date | Dec. 31, 2015 | ||||
Exit costs | $ 22,962 | ||||
Rent expense | $ 296,224 | $ 76,622 | 451,488 | $ 153,067 | |
Future operating lease commitments: | |||||
2,016 | 722,241 | 722,241 | |||
2,017 | 743,945 | 743,945 | |||
2,018 | 766,210 | 766,210 | |||
2019 and thereafter | 1,325,642 | 1,325,642 | |||
Total future minimum payments due | $ 3,558,038 | $ 3,558,038 | |||
Office Lease Two [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Lease term | 5 years | ||||
Square footage of leased property | ft² | 16,825 | ||||
Initial base rent per square foot | $ 43 | ||||
Initial base rent on an annual basis | 715,062 | ||||
Maximum initial base rent on an annual basis | 804,739 | ||||
Security deposit agreed to delivered to Landlord | 529,699 | ||||
Security Deposit Following Second Anniversary of Term Commencement Date | $ 411,988 | ||||
Kendall Lease [Member] | |||||
Operating Leased Assets [Line Items] | |||||
Square footage of leased property | ft² | 4,782 | 4,782 | |||
Initial base rent on an annual basis | $ 248,664 | ||||
Lease expiration date | Jun. 17, 2015 | ||||
Exit costs | $ 55,352 |
LICENSE AGREEMENT AND RELATED33
LICENSE AGREEMENT AND RELATED-PARTY TRANSACTIONS (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Apr. 30, 2011 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Aug. 14, 2013 | Apr. 30, 2013 | Feb. 11, 2013 | Apr. 19, 2011 | |
Related Party Transaction [Line Items] | |||||||||||
Research and development | $ 1,805,166 | $ 791,105 | $ 3,035,670 | $ 1,476,517 | |||||||
Director [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Consulting agreement, term | 3 years | ||||||||||
Consulting agreement, payment amount | $ 37,500 | $ 75,000 | |||||||||
Barry Buckland PhD [Member] | Scientific Advisory Board Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Consulting agreement, term | 2 years | ||||||||||
Consulting agreement, payment amount | $ 100,000 | ||||||||||
Consultants [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Consulting agreement, term | 2 years | ||||||||||
Consulting agreement expense | 17,500 | 9,375 | 28,500 | 18,750 | |||||||
Licensing Agreements [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Issuance of common stock - license agreement, shares | 66,303 | ||||||||||
Licensing Agreements [Member] | MIT [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Research and development | 7,500 | 6,250 | 15,000 | 12,500 | |||||||
Royalty and milestone payments, 2015 | 30,000 | 30,000 | |||||||||
Royalty and milestone payments, 2016 | 40,000 | 40,000 | |||||||||
Royalty and milestone payments, due every year thereafter | 50,000 | 50,000 | |||||||||
Payments for reimbursements | 112,331 | 73,938 | 240,543 | 98,889 | |||||||
Funding requirement of capital stock | $ 7,500,000 | ||||||||||
Licensing Agreements [Member] | Harvard [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payments for reimbursements | $ 150 | $ 100,781 | $ 18,637 | $ 100,781 | |||||||
Restricted Stock [Member] | Director [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Consulting agreement, shares issuable | 159,045 | ||||||||||
Restricted Stock [Member] | Director [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
Restricted Stock [Member] | Director [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Vesting percentage | 25.00% | ||||||||||
Restricted Stock [Member] | Director [Member] | Share-based Compensation Award, Tranche Three [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Vesting percentage | 50.00% | ||||||||||
Conversion of common stock | 175,287 |
EQUITY (Common Stock) (Details)
EQUITY (Common Stock) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Apr. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Jul. 31, 2014 | Dec. 31, 2011 | |
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued | 0 | 0 | ||||
Proceeds from issuance of convertible preferred stock, net of issuance costs | $ 1,597,860 | |||||
Placement Agents [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issuance costs | $ 81,000 | |||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares callable from warrants | 23,549,510 | |||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares issued | 948,823 | |||||
Equity issuance, price per share | $ 2.125 | |||||
Proceeds from issuance of convertible preferred stock, net of issuance costs | $ 1,597,860 | |||||
Stock issuance costs | $ 418,390 | |||||
Series B Preferred Stock [Member] | Placement Agents [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares callable from warrants | 38,259 | |||||
Exercise price of warrants | $ 2.125 | |||||
Term of warrants | 5 years | |||||
Series B Preferred Stock [Member] | Two Executive Officer [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares callable from warrants | 105,881 | |||||
Warrants Issued to Executive Officers [Member] | Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares callable from warrants | 309,967 |
EQUITY (Merger) (Details)
EQUITY (Merger) (Details) - 6 months ended Jun. 30, 2015 | shares |
Series A Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Conversion ratio | 1.598075 |
Number of shares issued | 4,421,744 |
Series AOne Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Conversion ratio | 1.790947 |
Number of shares issued | 3,666,428 |
Series ATwo Convertible Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Conversion ratio | 1.997594 |
Number of shares issued | 3,663,177 |
Series B Preferred Stock [Member] | |
Class of Stock [Line Items] | |
Conversion ratio | 2.927509 |
Number of shares issued | 2,777,687 |
Common Stock [Member] | |
Class of Stock [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 | 3,230,869 |
EQUITY (Private Placement) (Det
EQUITY (Private Placement) (Details) - Jul. 31, 2014 - Private Placement [Member] - USD ($) | Total |
Private Placement [Line Items] | |
Number of units of securities sold | 21,549,510 |
Sales price per unit of securities sold | $ 1 |
Number of common shares per unit | 1 |
Number of warrants per unit | 1 |
Exercise price of warrants | $ 2 |
Term of warrants | 5 years |
Holding term in which additional shares are issued to the holder | 2 years |
Maximum price of additional shares issued | $ 1 |
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 inorder 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 |
Equity issuance, price per share | $ 1 |
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 |
Holders Of Companys 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 STO37
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Stock Options Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options to purchase shares of common stock | 3,521,336 | 3,521,336 | 2,730,963 | ||||
Stock-based compensation expense | $ 126,500 | $ 75,130 | $ 292,891 | $ 206,424 | |||
Intrinsic value of stock options exercisable | $ 291,744 | $ 291,744 | |||||
Equity Incentive Plan 2014 [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 | ||||||
Equity Incentive Plan 2014 [Member] | Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for issuance | 4,063,194 | 4,063,194 | |||||
Stock Incentive Plan 2009 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options to purchase shares of common stock | 948,567 | ||||||
Stock Incentive Plan 2009 [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 | ||||||
Non-employee [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 7,300 | 606 | $ 7,483 | 2,231 | |||
Employee [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 102,085 | $ 4,700 | $ 243,583 | $ 9,448 |
STOCK OPTIONS, RESTRICTED STO38
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Summary of Stock Option Activity) (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Shares: | ||
Options outstanding at beginning of period | 2,730,963 | |
Granted | 856,500 | |
Exercised | (66,127) | |
Canceled | 0 | |
Options outstanding at end of period | 3,521,336 | 2,730,963 |
Options exercisable at end of period | 1,091,908 | |
Weighted Average Exercise Price Per Share: | ||
Options outstanding at beginning of period | $ 0.78 | |
Granted | 0.67 | |
Exercised | 0.25 | |
Canceled | 0 | |
Options outstanding at end of period | 0.76 | $ 0.78 |
Options exercisable at end of period | $ 0.52 | |
Weighted Average Remaining Contractual Term | ||
Options outstanding | 8 years 9 months 18 days | 8 years 8 months 12 days |
Options exercisable at end of period | 7 years 8 months 12 days |
STOCK OPTIONS, RESTRICTED STO39
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Restricted Stock Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock expense | $ 17,115 | $ 12,420 | $ 41,825 | $ 137,342 |
Unrecognized restricted stock expense | 1,316,316 | $ 1,316,316 | ||
Unrecognized restricted stock expense, weighted average period | 2 years 9 months 26 days | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized restricted stock expense | $ 63,981 | $ 63,981 | ||
Unrecognized restricted stock expense, weighted average period | 1 year 2 months 19 days |
STOCK OPTIONS, RESTRICTED STO40
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Summary of Restricted Stock Activity) (Details) - 6 months ended Jun. 30, 2015 - Restricted Stock [Member] - $ / shares | Total |
Number of shares: | |
Balance of unvested restricted stock at December 31, 2014 | 345,699 |
Issuance of restricted stock | 19,048 |
Vested | (111,042) |
Balance of unvested restricted stock at June 30, 2015 | 253,705 |
Weighted Average Grant Date Fair Value: | |
Balance of unvested restricted stock at December 31, 2014 | $ 0.24 |
Issuance of restricted stock | 1.05 |
Vested | 0.31 |
Balance of unvested restricted stock at June 30, 2015 | $ 0.27 |
STOCK OPTIONS, RESTRICTED STO41
STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS (Details 1) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2012 | Jun. 12, 2012 | |
Class of Warrant or Right [Line Items] | |||||
Warrants outstanding | 24,803,409 | ||||
Private Placement Offering and Agent Warrants [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants to purchase shares of the common stock issued | 23,549,510 | 23,549,510 | |||
Exercise price of warrants | $ 2 | ||||
Warrants outstanding | 23,549,510 | 23,549,510 | |||
Fair value of warrants | $ 16,261,784 | $ 8,537,744 | $ 16,065,396 | ||
Expected term | 5 years | 4 years 29 days | 4 years 6 months 29 days | ||
Volatility rate | 105.40% | 104.10% | 99.80% | ||
Risk-free interest rate | 1.77% | 1.34% | 1.53% | ||
Expected dividend | 0.00% | 0.00% | |||
Warrants Issued to Investors in Private Placement Offering [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 | ||||
Series A Preferred Stock [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants to purchase shares of the common stock issued | 41,659 | ||||
Square One Bank [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Warrants to purchase shares of the common stock issued | 66,574 | 66,574 | |||
Warrants outstanding | 1,187,325 | ||||
Square One Bank [Member] | Series A Preferred Stock [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 | ||||
Square One 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 | ||||
Fair value of warrants | $ 5,672 | $ 10,169 | |||
Expected term | 3 years 11 months 16 days | 4 years 5 months 12 days | |||
Volatility rate | 104.10% | 99.80% | |||
Risk-free interest rate | 1.32% | 1.65% | |||
Warrant expiration date | December 5, 2018 and June 12, 2019 | ||||
Lender [Member] | Series A Preferred Stock [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 | ||||
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 | ||||
Fair value of warrants | $ 23,636 | $ 43,237 | |||
Expected term | 3 years 5 months 9 days | 3 years 11 months 5 days | |||
Volatility rate | 104.10% | 99.80% | |||
Risk-free interest rate | 1.17% | 1.375% | |||
Expected dividend | 0.00% | 0.00% |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||||
Revenues | $ 381,313 | $ 656,035 | $ 50,714 | ||
Sales Revenue, Net [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 10.00% | 10.00% | 100.00% | ||
Revenues | $ 50,714 | ||||
Sales Revenue, Net [Member] | Major Customer One [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 76.00% | 76.00% | 10.00% | ||
Revenues | $ 289,049 | $ 498,684 | $ 50,714 | ||
Sales Revenue, Net [Member] | Major Customer Two [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 24.00% | 24.00% | |||
Revenues | $ 92,264 | $ 157,351 | |||
Accounts Receivable [Member] | Major Customer One [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 89.00% | 100.00% | |||
Accounts Receivable [Member] | Major Customer Two [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 11.00% |