Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 14-May-14 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'CK0001582554 | ' |
Entity Common Stock, Shares Outstanding | ' | 32,000,000 |
Entity Registrant Name | 'Matinas BioPharma Holdings, Inc. | ' |
Entity Central Index Key | '0001582554 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash and cash equivalents | $8,558,105 | $10,840,428 |
Prepaid expenses and other current assets | 87,630 | 84,493 |
Total current assets | 8,645,736 | 10,924,921 |
Property, plant and equipment, net | 364,854 | 93,057 |
Other long term assets | 315,986 | 315,778 |
Total assets | 9,326,576 | 11,333,756 |
Current liabilities | ' | ' |
Accounts payable | 242,326 | 396,768 |
Accrued expenses | 386,481 | 462,200 |
Lease liability - current | 44,543 | 0 |
Total current liabilities | 673,350 | 858,968 |
Lease liability - long term | 43,636 | 0 |
Total liabilities | 716,986 | 858,968 |
Stockholders’ equity | ' | ' |
Preferred stock - $0.001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding at March 31,2014 and December 31, 2013 | 0 | 0 |
Common stock - $0.001 par value, 150,000,000 shares authorized, 32,000,000 shares issued and outstanding at March 31, 2014 and December 31, 2013 | 3,200 | 3,200 |
Additional paid-in capital | 14,576,131 | 14,302,307 |
Deficit accumulated during development stage | -5,969,742 | -3,830,719 |
Total stockholders’ equity | 8,609,590 | 10,474,788 |
Total liabilities and stockholders’ equity | $9,326,576 | $11,333,756 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets [Parenthetical] (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 32,000,000 | 32,000,000 |
Common Stock, Shares, Outstanding | 32,000,000 | 32,000,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 32 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Costs and expenses: | ' | ' | ' |
Research and development | $1,073,781 | $49,586 | $2,915,296 |
General and administrative | 1,055,247 | 62,547 | 3,043,762 |
Total costs and expenses | 2,129,027 | 112,133 | 5,959,058 |
Loss from operations | -2,129,027 | -112,133 | -5,959,058 |
Other expense, net | 9,996 | 0 | 10,684 |
Net loss | ($2,139,024) | ($112,133) | ($5,969,742) |
Net loss per share - basic and diluted (in dollars per share) | ($0.07) | ($0.01) | ' |
Weighted average common shares outstanding: | ' | ' | ' |
Basic and diluted (in shares) | 32,000,000 | 10,000,000 | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | 32 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Operating Activities | ' | ' | ' |
Net loss | ($2,139,024) | ($112,133) | ($5,969,742) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation | 9,452 | 0 | 10,583 |
Share-based compensation | 273,824 | 0 | 491,248 |
Issuance of equity instruments below fair value | 0 | 0 | 108,316 |
Changes in operating assets and liabilities: | ' | ' | ' |
Other Assets | -41,117 | 0 | -356,895 |
Prepaid expense | 37,980 | -33,126 | -46,513 |
Other liabilities | -75,720 | 0 | 386,530 |
Accounts payable | -154,441 | -4,864 | 242,329 |
Net cash used in operating activities | -2,089,046 | -150,123 | -5,134,144 |
Investing Activities | ' | ' | ' |
Purchase of property, equipment | -193,277 | 0 | -287,467 |
Net cash used in investing activities | -193,277 | 0 | -287,467 |
Financing Activities | ' | ' | ' |
Return of membership capital in Matinas BioPharma LLC | 0 | 0 | -2,000 |
Loans provided by founders | 0 | 0 | 24,100 |
Payment of loans provided by founders | 0 | -12,850 | -24,100 |
Proceeds from membership units issued for cash | 0 | 0 | 2,000 |
Proceeds from redeemable convertible preferred stock issued for cash | 0 | 400,001 | 1,000,001 |
Preferred Stock issuance costs | 0 | -1,716 | -47,613 |
Proceeds from common stock issued for cash | 0 | 0 | 15,001,000 |
Common stock issuance costs | 0 | 0 | -2,378,672 |
Proceeds from formation of holding's common stock | 0 | 0 | 375,000 |
Proceeds from formation warrants | 0 | 0 | 10,000 |
Proceeds from private placement warrants | 0 | 0 | 20,000 |
Net cash provided by financing activities | 0 | 385,435 | 13,979,716 |
Net change in cash and cash equivalents | -2,282,323 | 235,312 | 8,558,105 |
Cash and cash equivalents | ' | ' | ' |
Beginning of period | 10,840,428 | 424,364 | 0 |
End of period | 8,558,105 | 659,676 | 8,558,105 |
Supplemental disclosures of cash flow information | ' | ' | ' |
Issuance of shares | 0 | 0 | 953,389 |
Issuance of private placement warrants as consideration for equity issuance costs | 0 | 0 | 1,252,111 |
Issuance of restricted stock for services | $0 | $0 | $470,000 |
COMPANY_INFORMATION_AND_HISTOR
COMPANY INFORMATION AND HISTORY | 3 Months Ended | ||
Mar. 31, 2014 | |||
Disclosure Of Company Information And History [Abstract] | ' | ||
Document Information [Text Block] | ' | ||
Note A - Company Information And History | |||
[1] | Corporate History | ||
Matinas BioPharma Holdings Inc. (“Holdings”) is a development stage enterprise and a Delaware corporation formed in 2013 and is the parent company of Matinas BioPharma, Inc., its operating subsidiary (“BioPharma” or “the Company” or “we” or “our” or “us”). Nereus BioPharma LLC, a Delaware limited liability company (and Matinas BioPharma’s predecessor) (“Nereus”) was formed on August 12, 2011. On February 29, 2012, Nereus converted from a limited liability company to a corporation and changed its name to Matinas BioPharma, Inc. | |||
On July 11, 2013, and contemporaneously with the initial closing of a private placement in July and August 2013 described below, Matinas BioPharma Inc. entered into a Merger agreement whereby it become a wholly owned subsidiary of Holdings (the “Merger”) to effect its recapitalization plan. In connection with the Merger, the stockholders of Matinas BioPharma Inc. become the stockholders of the Holdings and received an aggregate of 9,000,000 shares of Holdings common stock and warrants to purchase 1,000,000 shares of Holdings common stock. See Note D for further discussion. For financial reporting purposes the accounting acquirer is Matinas BioPharma Inc., and accordingly, the historical financial statements of Matinas BioPharma Inc. are the continuing financial statements of the entity. In July and August of 2013, the Company completed the private placement, under which the Company sold an aggregate of 15,000,000 shares of common stock and warrants to purchase an aggregate of 7,500,000 shares of common stock (the “2013 Private Placement”). See Note D for further discussion. On February 12, 2014, the Company’s S-1 covering the resale of certain shares of our common stock was declared effective by the Securities and Exchange Commission (the “SEC”). | |||
[2] | Proprietary Products and Technology Portfolios | ||
Matinas is a development stage biopharmaceutical company with a focus on identifying and developing novel pharmaceutical products for the treatment of abnormalities in blood lipids, referred to as dyslipidemia, and the treatment of cardiovascular and metabolic diseases. | |||
The Company is primarily focused on developing its lead product candidate, MAT9001, through approval with the United States Food and Drug Administration (“FDA”), with a primary indication for the treatment of severe hypertriglyceridemia. Severe hypertriglyceridemia refers to a condition in which patients have high blood levels of triglycerides (>500 mg/dl) and is recognized as an independent risk factor for pancreatitis and cardiovascular disease. | |||
The Company’s MAT9001 development approach for the severe hypertriglyceridemia indication is similar to the clinical trial programs used by other pharmaceutical companies for FDA approval of other omega-3 fatty acid based products in this indication. By designing the MAT9001 development program for this indication in a manner consistent with the established FDA guidance, the Company believes the required clinical development program and regulatory approval pathway for MAT9001 for severe hypertriglyceridemia is more predictable and may be relatively lower in risk compared to other typical clinical development programs in the cardiovascular field. | |||
In addition to MAT9001, the Company has established a discovery program called MAT8800 to identify and develop product candidates derived from omega-3 fatty acids for the treatment of prevalent liver diseases for which there are currently only limited therapeutic solutions. Our development work has indicated that certain omega-3 fatty acids may yield improvement in liver enzyme levels and liver histology. Accordingly, the Company has identified potential omega-3 fatty acid compositions to study in preclinical settings. This discovery program is focused on identifying and optimizing candidates comprising omega-3 fatty acids as potential treatments for nonalcoholic fatty liver disease, or NAFLD, nonalcoholic steatohepatitis, or NASH, or other hepatic conditions. | |||
[3] | Business Risks | ||
The Company's operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of clinical testing and trial activities of the Company's products, any changes in the regulatory environment and FDA requirements for approval within the dyslipidemia field, the Company's ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company products, the Company's ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, the Company's ability to raise capital and other factors listed under the heading “Risk Factors” elsewhere in this report. | |||
GOING_CONCERN_AND_PLAN_OF_OPER
GOING CONCERN AND PLAN OF OPERATION | 3 Months Ended |
Mar. 31, 2014 | |
Plan Of Operations and Going Concern [Abstract] | ' |
Plan Of Operations And Going Concern [Text Block] | ' |
Note B - Going Concern And Plan Of Operation | |
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. | |
The Company has experienced net losses and negative cash flows from operations each period since its inception. Through March 31, 2014, the Company had an accumulated deficit of approximately $6.0 million. The Company’s operations have been financed through the sale of equity securities and advances from officers and directors. The Company’s net loss for the three months ended March 31, 2014 was approximately $2.1 million. | |
The Company has been engaged in developing MAT9001 since 2011. To date, the Company has not generated any revenue from MAT9001 and the Company expects to incur significant expenses to complete clinical work and to prepare MAT9001 for Phase III trials in the United States. The Company may never be able to obtain regulatory approval for the marketing of MAT9001 in any indication in the United States or internationally and even if the Company is able to commercialize MAT9001 or any other product candidate, there can be no assurance that the Company will generate significant revenues or ever achieve profitability. | |
Assuming the Company obtains FDA approval for MAT9001, which the Company does not expect to receive until 2017 at the earliest, the Company expects that its expenses will increase if the Company reaches commercial launch of MAT9001. The Company also expects that its research and development expenses will continue to increase as it moves forward for other indications for MAT9001 and diversifies its R&D portfolio. Furthermore, the Company expects that its research and development expenses will significantly increase as its MAT8800 discovery program progresses and advances to preclinical and clinical trials with one or more product candidates. As a result, the Company expects to continue to incur substantial losses for the foreseeable future, and that these losses will be increasing. | |
The Company will need to secure additional capital in order to initiate and complete its planned clinical and operational activities related to MAT9001 and we can provide no assurances that such additional financing will be available on favorable terms, or at all. Without such additional funding, the Company is anticipating that the existing cash balance on hand at March 31, 2014 would be sufficient to meet operating activities until approximately January 2015. The Company’s recurring losses from operations, and need for additional funding, raise substantial doubt about its ability to continue as a going concern, and as a result, the Company’s independent registered public accounting firm included an explanatory paragraph in its report on the Company’s financial statements as of and for the year ended December 31, 2013 with respect to this uncertainty. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | ||
Mar. 31, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Significant Accounting Policies [Text Block] | ' | ||
Note C - Summary Of Significant Accounting Policies | |||
[1] | Basis of Presentation | ||
The accompanying consolidated financial statements include the consolidated accounts of Matinas BioPharma Holdings Inc. (Holdings) and its wholly owned subsidiary, Matinas BioPharma Inc. Matinas BioPharma Inc. is the operational subsidiary of Holdings. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect the operations of the Company and its wholly-owned subsidiary. All intercompany transactions have been eliminated in consolidation. | |||
These interim financial statements do not include all the information and footnotes required by U.S. GAAP for annual financial statements and should be read in conjunction with the audited financial statements for the year ended December 31, 2013, which are included in the Company’s Special Financial Report on Form 10-K filed with the SEC on April 11, 2014. In the opinion of management, the interim financial statements reflect all normal recurring adjustments necessary to fairly state the Company’s financial position and results of operations for the interim periods presented. The year-end consolidated balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. | |||
The condensed consolidated balance sheet at December 31, 2013 was derived from the audited consolidated financial statements as of that date. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Special Financial Report on Form 15d2 for the year ended December 31, 2013. | |||
[2] | Use of Estimates | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||
[3] | Cash and Cash Equivalents | ||
For purposes of financial statement presentation the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. | |||
[4] | Concentration of Credit Risk | ||
The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. Cash balances are maintained principally at one major U.S. financial institution and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to regulatory limits. At various times throughout the period ended March 31, 2014, the Company's cash balances exceeded the FDIC insurance limit. The Company has not experienced any losses in such accounts. | |||
[5] | Property, Plant and Equipment | ||
Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the Company property, plant, and equipment range from three to ten years. Capitalized costs associated with leasehold improvements are depreciated over the lesser of the useful life of the asset or the remaining life of the lease. | |||
[6] | Income Taxes | ||
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates. | |||
The Company adopted the provisions of ASC 740-10 and has analyzed its filing positions in 2013 and 2012 in jurisdictions where it may be obligated to file returns. The Company believes that its income tax filing position and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties as of March 31, 2014. In addition, future changes in unrecognized tax benefits will have no impact on the effective tax rate due to the existence of the valuation. | |||
Since the Company incurred net operating losses in every tax year since inception, 2012 and 2013 income tax returns are subject to examination and adjustments by the IRS for at least three years following the year in which the tax attributes are utilized. | |||
[7] | Stock-Based Compensation | ||
The Company accounts for stock-based compensation to employees in conformity with the provisions of ASC Topic 718, “Stock Based Compensation”. Stock-based compensation to employees consist of stock options grants and restricted shares that are recognized in the statement of operations based on their fair values at the date of grant. | |||
The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC Topic 505, subtopic 50, Equity-Based Payments to Non-Employees based upon the fair-value of the underlying instrument. The equity instruments, consisting of stock options granted to consultants, are valued using the Black-Scholes valuation model. The measurement of stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest and is recognized as an expense over the period which services are received. | |||
The Company calculates the fair value of option grants utilizing the Black-Scholes pricing model, and estimates the fair value of the restricted stock based upon the estimated fair value or the common stock. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The authoritative guidance requires forfeitures to be estimated at the time stock options are granted and warrants are issued and revised. If necessary in subsequent periods, an adjustment will be booked if actual forfeitures differ from those estimated. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee and non-employee termination patterns. | |||
The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the requisite service period of the award. | |||
[8] | Financial Instruments | ||
Accounting considerations | |||
The Company evaluates the terms of the equity instruments to determine whether any embedded derivatives or other features required liability classification. The Company’s instruments did not contain any features that would require liability or derivative accounting treatment in 2011 through March 31, 2014. | |||
July and August 2013 issuance pursuant to Private Placement | |||
The Company allocated the aggregate proceeds of the units sold between the warrants and the common stock based on their relative fair values. | |||
The fair value of the warrants issued to unit holders is calculated utilizing the Black-Scholes option-pricing model and similar assumptions as described in Note G. Since these warrant instruments were considered equity instruments, the allocation did not change the total amount of additional paid in capital. | |||
As discussed in Note F, the placement agent was issued warrants as part of their cost of raising the funds in the private placement. The fair value of the warrants issued to the placement agent was calculated utilizing the Black-Scholes option-pricing model and similar assumptions as described in Note F, and is considered a component of equity (no net effect on Additional Paid In Capital), and amounted to $1,252,111 at the date of issuance. | |||
Matinas BioPharma Inc. Series A Convertible Redeemable Preferred Stock issuance | |||
Prior to the merger transaction described in Note D, Matinas BioPharma Inc. had issued shares of Series A Convertible Redeemable Preferred Stock ("Preferred Stock") to investors in four separate tranches occurring from December 2012 to April 2013. The Preferred shares were converted to common shares of Holdings as part of the Merger transaction. The Preferred Stock entitled the holder to voting rights, and it did not accrue a dividend at a stated rate. The term of the Preferred Stock also had included options for conversion into common stock and potential redemption by the Company if certain conditions were met. | |||
[9] | Fair Value Measurements | ||
ASC 820 “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below: | |||
⋅ | Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. | ||
⋅ | Level 2 - Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. | ||
⋅ | Level 3 - Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. | ||
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. | |||
The carrying amounts of cash and cash equivalents, other current assets, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. | |||
[10] | Basic Net Loss per Common Share | ||
Basic net loss per common share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted net loss per common share is the same as basic net loss per common share because the Company incurred a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options, warrants would have an antidilutive effect. As of March, 31, 2014 and 2013 the number of shares issuable upon the exercise of stock options, warrants, and shares held in escrow was 18,410,000 and 0, respectively. | |||
[11] | Revenue Recognition | ||
The Company will develop an appropriate revenue recognition policy when planned anticipated future commercial operations commence. | |||
[12] | Research and Development | ||
Research and development costs are charged to operations as they are incurred. Legal fees and other direct costs incurred in obtaining and protecting patents are also expensed as incurred, due to the uncertainty with respect to future cash flows resulting from the patents and our included as part of General and Administrative expenses. | |||
FORMATION_AND_REVERSE_ACQUISIT
FORMATION AND REVERSE ACQUISITION OF MATINAS BIOPHARMA HOLDINGS | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Business Combinations [Abstract] | ' | ||||
Business Combination Disclosure [Text Block] | ' | ||||
Note D – Formation And Reverse Acquisition of Matinas Biopharma Holdings | |||||
Formation | |||||
In May 2013, Holdings was formed solely to prepare the Company for the capital raising transaction described below under “2013 Private Placement”. As part of the formation of Holdings, Holdings sold an aggregate of 7,500,000 shares of Holdings’ common stock and 3,750,000 warrants to purchase 3,750,000 shares of its common stock at an exercise price of $2.00 per share, for an aggregate of $375,000 (at a purchase price of $0.10 for two shares and one warrant), including 2,000,000 shares and warrants to purchase 1,000,000 shares of its common stock to Adam Stern and entities owned by Mr. Stern. Mr. Stern is an affiliate of Aegis Capital Corp., the placement agent in Holdings’ private placement in 2013 described below under 2013 Private Placement and a member of the board of directors of Holdings. The net cash proceeds of $375,000 has been reflected in the total equity for Holdings. The remaining 5,500,000 shares of its common stock and 2,250,000 warrants to purchase 2,250,000 shares of its common stock were sold to third parties, including certain representatives of Aegis Capital Corp., the placement agent for the 2013 Private Placement. | |||||
The aggregate proceeds of the units sold ($375,000 gross proceeds) were allocated between the warrants and the common stock based on their relative fair values which amounted to approximately $300,000 allocated to the common stock and $75,000 allocated to the warrants. | |||||
In addition, Holdings also offered and sold to Mr. Stern 250,000 warrants to purchase an additional 250,000 shares of its common stock at an exercise price of $2.00 per share, for which he paid $10,000 (at a purchase price of $0.04 per warrant) (the “Formation Warrants”) for his effort in connection with the transaction. These additional Formation Warrants offered to Mr. Stern are compensatory for his services in connection with structuring the formation transaction and were sold at a lower price than the fair value of $0.47 per warrant. The difference of the fair value of the warrants and the cash proceeds in the amount of $108,316 was recorded as acquisition costs incurred in connection with this transaction, and included in general and administrative expenses. Mr. Stern is an affiliate of Aegis Capital Corp., the placement agent in the 2013 Private Placement (the “Placement Agent”), and became a director of Holdings in connection with the transactions described below. | |||||
Merger | |||||
In July 2013, Matinas BioPharma entered into the Merger Agreement with Merger Sub, a wholly owned subsidiary of Holdings. Pursuant to the terms of the Merger Agreement, as a condition of and contemporaneously with the initial closing of the 2013 Private Placement, Merger Sub merged with and into Matinas BioPharma and Matinas BioPharma became a wholly owned subsidiary of Holdings. | |||||
In connection with the Merger, all shares of common stock and preferred stock of Matinas BioPharma were cancelled, and the stockholders of Matinas BioPharma received an aggregate of 9,000,000 shares (approximately 28.5% of the issued common shares) of Holdings’ common stock and warrants to purchase 1,000,000 shares of Holdings’ common stock at an exercise price of $2.00 per share (the “Merger Warrants”). As a result of this Merger, the shareholders of Matinas BioPharma became shareholders of Holdings, and the respective holdings of management are as follows: Herbert Conrad, Chairman of the Board, who received 351,563 shares of Holdings’ common stock and 250,000 Merger Warrants; Roelof Rongen, President and Chief Executive Officer, who received 3,417,186 shares of Holdings’ common stock, Abdel A. Fawzy, Executive Vice President, Pharmaceutical Development and Supply Chain Development, who received 1,708,593 shares of Holdings’ common stock; George Bobotas, executive vice president and chief scientific officer, and his spouse, who received an aggregate of 1,366,875 shares of Holdings’ common stock; Jerome Jabbour, Executive Vice President, Chief Business Officer and General Counsel, who received 759,374 shares of Holdings’ common stock and Stefano Ferrari, a member of the board of directors, through an entity controlled by him, received 351,563 shares of Holdings’ common stock and 250,000 Merger Warrants. | |||||
After consummation of the Merger transaction, the management of Matinas BioPharma became the management of Holdings and the board representatives consisted of four former Board members of Matinas BioPharma and Mr. Adam Stern as the Aegis Capital Corp. nominee. Because Holdings was formed solely to effect the Merger and the 2013 Private Placement, with no operations, and assets consisting solely of cash and cash equivalents, the Company accounted for the Merger as a reverse acquisition. The legal acquiree Matinas BioPharma becomes the successor entity, and its historical results became the historical results for Holdings (the legal acquirer and the registrant). The Statement of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) reflects the recapitalization of Matinas BioPharma equity as a result of this reverse acquisition. | |||||
2013 Private Placement | |||||
In July and August 2013, Holdings completed the 2013 Private Placement, under which it sold an aggregate of 15,000,000 shares of its common stock and warrants to purchase an aggregate of 7,500,000 shares of Holdings’ common stock with an exercise price of $2.00 per share, which warrants are exercisable for a period of five years from the initial closing date (the “Investor Warrants”). The aggregate gross proceeds of the units sold ($15.0 million gross proceeds) were allocated between the warrants and the common stock based on their relative fair values which amounted to approximately $11,983,000 allocated to the common stock and $3,017,000 allocated to the warrants. One of the units was sold to Mr. Herb Conrad for the full offering price of $250,000, and consisted of 250,000 shares of common stock and 125,000 warrants. | |||||
Aegis Capital Corp. acted as the Placement Agent for the 2013 Private Placement. The gross proceeds to Holdings from the 2013 Private Placement were $15.0 million. In connection with the 2013 Private Placement, the Placement Agent received a cash placement agent fee of $1.5 million and a non-accountable expense allowance of $450,000. In addition, as part of its compensation for acting as placement agent for the 2013 Private Placement, Holdings issued (x) warrants to the Placement Agent to purchase 750,000 shares of its common stock with an exercise price of $2.00 per share and (y) warrants to the Placement Agent to purchase 1,500,000 shares of its common stock with an exercise price of $1.00 per share. These warrants contain a “cashless exercise” feature and are exercisable at any time prior to July 30, 2018. The fair value of such warrants at the date of issuance was approximately $1.3 million using assumptions similar to those described in Note G and was recorded as part of equity, together with the other sales of common stock and warrants and not as a separate entry in the statement of stockholders equity for this stock issuance cost. | |||||
In connection with the closing of the 2013 Private Placement, the Placement Agent had a right to appoint one out of five members of Board of Directors of Holdings for a two-year term from the initial closing (the “Aegis Nominee”). Adam Stern was appointed to the Board of Directors at the initial closing and his successor, if any, will be chosen by the Placement Agent, subject to the reasonable approval of Holdings and the Voting Agreement described below. Holdings agreed to engage the Placement Agent as its warrant solicitation agent in the event the warrants, other than the Placement Agent Warrants, are called for redemption and shall pay a warrant solicitation fee to the Placement Agent equal to five (5%) percent of the amount of funds solicited by the Placement Agent upon the exercise of the warrants following such redemption. | |||||
After the consummation of the Merger and the 2013 Private Placement, the former shareholders of Matinas BioPharma held 28.5% of the common stock of Holdings by category of these transactions and approximately 30% when the additional shares purchased by Mr. Conrad in the 2013 Private Placement are included. | |||||
The private placement issuance cost totaled approximately $2.4 million of which $1.95 million was related to Placement Agent cash fees and expenses, $425,000 related to external legal costs and the remaining balance in other costs directly and incrementally attributable to the private placement funds raised. These costs are reflected as an offset to additional paid in capital. | |||||
Warrant Private Placement | |||||
Contemporaneously with the initial closing of the 2013 Private Placement, Holdings offered to all former preferred stockholders of Matinas BioPharma the right to purchase additional warrants with an exercise price of $2.00 per share of its common stock at a purchase price of $0.04 per warrant. Only Mr. Conrad exercised such right. As a result, Holdings sold 500,000 Private Placement Warrants to Herbert Conrad, the Chairman of the Board, for net cash proceeds of $20,000. | |||||
Summary of Changes in Capitalization | |||||
The following summarizes the capital structure before and after the Merger. | |||||
Investor Group | Matinas BioPharma Inc. (Accounting Acquirer) | Holdings (Accounting Acquiree) | |||
Former preferred and common shareholders | 10,000,000 shares of common and 1,851,852 shares of preferred stock | 9,000,000 shares of commons stock (28.6% of aggregate common stock holdings) and 1,500,000 warrants (1) | |||
$0.10 unit purchasers, including Mr. Adam Stern and certain representatives of Aegis Capital | none | 7,500,000 shares of commons stock (23.8% of aggregate common stock holdings) and 4,000,000 warrants (2) | |||
2013 Private Placement Investors | none | 15,000,000 shares of common stock (47.7% of the aggregate common stock holdings) and 7,500,000 warrants (3) | |||
Aegis Capital Corporation | none | 2,250,000 warrants | |||
1 | Includes 500,000 warrants purchased my Mr. Conrad - see Warrant Private Placement section. | ||||
2 | Includes 2,250,000 warrants issued in connection with the placement agent fees, 3,750,000 issued in connection with the sale of units at the Formation and 250,000 warrants purchased by Mr. Stern - see section entitled "Formation" | ||||
3 | From the 2013 Private Placement, and includes 1 unit purchased by Mr. Conrad for $ 250,000 at the full price paid by all third party investors. | ||||
Registration Rights and Other | |||||
In connection with the 2013 Private Placement, Holdings entered into a registration rights agreement with the private placement investors, the Placement Agent and the holders of its outstanding warrants. Holdings was required to file with the SEC no later than October 7, 2013 (the “Filing Deadline”), a registration statement covering the resale of the shares of common stock and the shares of common stock underlying the warrants, issued in the 2013 Private Placement, as well as the shares of common stock underlying the Formation Warrants, the Merger Warrants, and the Private Placement Warrants. The Company was also required to use commercially reasonable efforts to have the registration statement declared effective within one hundred and fifty (150) days after the registration statement was filed (the "Effectiveness Deadline"), and to keep the registration statement continuously effective under the Securities Act of 1933, as amended (the “Securities Act”), until the earlier of the date when all the registrable securities covered by the registration statement have been sold or such time as all of the registrable securities covered by the registration statement can be sold under Rule 144 without any volume limitations. If this registration statement was not declared effective on or before the Effectiveness Deadline, Holdings would have been required to pay to each holder of registrable securities purchased in the 2013 Private Placement an amount in cash equal to one half of one percent (0.5%) of such holder’s investment amount on every thirty (30) day anniversary of such Effectiveness Deadline until such failure was cured. The Company’s registration statement was declared effective by the Securities and Exchange Commission on February 12, 2014, therefore no liability for the above provision has been recognized. However, assessments will be made on a quarterly basis, until all the securities can be sold without restriction under Rule 144. | |||||
Through March 31, 2014, approximately $350,000 in professional fees related to this registration statement have been incurred, and are included in general and administrative expenses, since they are not directly related to the fund raising. | |||||
At the closing of the 2013 Private Placement (July 30, 2013), Holdings entered into a consulting agreement with the Placement Agent. The consulting agreement has a term of 12 months pursuant to which the Placement Agent receives $20,000 per month. | |||||
PREPAID_ASSETS
PREPAID ASSETS | 3 Months Ended |
Mar. 31, 2014 | |
Prepaid Expense, Current [Abstract] | ' |
Other Current Assets [Text Block] | ' |
Note E - Prepaid Assets | |
In March 2013, the Company entered into a rights agreement with a manufacturer to insure the use of a dedicated Good Manufacturing Process (GMP) suite to produce Active Pharmaceutical Ingredient (API) for MAT 9001 during the development phase. These right costs of approximately $34,000, which were paid during the nine months ended September 30, 2013 are included in prepaid expenses and will be amortized over 20 months on a straight line basis. | |
STOCK_HOLDERS_EQUITY
STOCK HOLDERS EQUITY | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Stockholders Equity Note [Abstract] | ' | |||
Stockholders Equity Note Disclosure [Text Block] | ' | |||
Note F - Stock Holders Equity | ||||
Preferred Stock – Matinas BioPharma Inc. | ||||
Prior to July 11, 2013, the Company was authorized to issue up to 6,481,481 shares of redeemable convertible preferred stock, par value $0.0001 per share, with such designations, rights, and preferences as may be determined from time to time by the Company Board of Directors.. Among other features, shares of Series A Convertible Redeemable Preferred Stock were redeemed by the Company at a price equal to the Series A Original Issue Price per share, plus all declared but unpaid dividends thereon in two annual installments commencing not more than 90 days after receipt by the Company at any time on or after October 2017 (fifth anniversary of initial public offering closing), from the holders of at least a majority of the then outstanding shares of Series A Convertible Redeemable Preferred Stock, of written notice requesting redemption of all shares of Series A Convertible Redeemable Preferred Stock. The Company was required to redeem, on a pro-rata basis in accordance with the number of shares of Series A Convertible Redeemable Preferred Stock owned by each holder. This instrument was classified outside of permanent equity in the accompanying consolidated balance sheet. | ||||
As part of the formation and reverse acquisition of Matinas BioPharma Holdings discussed in Note D all authorized Preferred Shares of Matinas BioPharma Inc. were canceled and exchanged for Holdings’ common shares. There were no shares of the redeemable convertible preferred stock outstanding at March 31, 2014, and this instrument is no longer authorized by the Company articles of incorporation. | ||||
Warrants | ||||
As of March 31, 2014, the Company had outstanding warrants to purchase an aggregate of 15,250,000 shares of common stock at exercise prices ranging from $1.00 to $2.00 per share. | ||||
The Warrants are exercisable immediately upon issuance and have a five-year term. The Warrants may be exercised at any time in whole or in part upon payment of the applicable exercise price until expiration of the Warrants. No fractional shares will be issued upon the exercise of the Warrants. All of the Warrants may be exercised on a “cashless” basis in certain circumstances. However, since all such cashless exercises are settled on a net share basis, the exercise price and the number of warrant shares purchasable upon the exercise of the Investor Warrants are subject to adjustment upon the occurrence of certain events, which include stock dividends, stock splits, combinations and reclassifications of the Company capital stock or similar “organic changes” to the equity structure of the Company. Accordingly, pursuant to ASC 815, the warrants are classified as equity in the accompanying statement of stockholder’s Equity. | ||||
The Company may call the Warrants, other than the Placement Agent Warrants, at any time the common stock trades above $5.00 for twenty (20) consecutive days following the effectiveness of the registration statement covering the resale of the shares of common stock underlying the Warrants, provided that the Warrants can only be called if such registration statement is current and remains effective at the time of the call and provided further that the Company can only call the Investor Warrants for redemption, if it also calls all other Warrants for redemption on the terms described above. The Placement Agent Warrants do not have a redemption feature. Such term is a contingent feature and within the control of the Company, therefore does not require liability classification. | ||||
A summary of equity warrants outstanding as of March 31, 2014 is presented below, all of which are fully vested. | ||||
Shares | ||||
July 11, 2013 formation of Holdings, 4,000,0000 warrants issued, terms 5 years, exercisable at $ 2.00, including 250,000 warrants sold to Mr. Adam Stern | 4,000,000 | |||
July 11, 2013 recapitalization of Matinas BioPharma Inc. 1,000,000 warrants issued, terms 5 years, exercisable at $ 2.00 | 1,000,000 | |||
July and August,2013 completion of Private Placement, 7,500,000 warrants issued, terms 5 years, exercisable at $ 2.00 | 7,500,000 | |||
July 30, 2013 Placement Agent warrants issued as part of compensation for Private Placement. Terms 5 years, exercisable at $ 2.00 | 750,000 | |||
July 30. 2013 Placement Agent warrant issued as part of compensation for Private Placement. Terms 5 years exercisable at $ 1.00 | 1,500,000 | |||
July 30, 2013 500,000 warrants sold to Chairman of Board Mr. Herb Conrad for $ 20,000. Terms 5 years, exercisable at $ 2.00 per share | 500,000 | |||
Total Warrants Outstanding at March 31, 2014 | 15,250,000 | |||
SHARE_BASED_COMPENSATION
SHARE BASED COMPENSATION | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | |||||
Note G - Share Based Compensation | ||||||
Valuation of common stock | ||||||
The Company was privately held with no active public market for its common stock. Therefore, management has for financial reporting purposes determined the estimated per share fair value of the Company’s common stock and redeemable convertible preferred stock using valuation consistent with the American Institute of Certified Public Accountants Practice Aid, “Valuation of Privately-Held Company Equity Securities Issued as Compensation,” also known as the Practice Aid. This valuation was performed with the assistance of a third-party valuation specialist. The Company performed its valuation as of September 1, 2013. In conducting its valuation, management considered all objective and subjective factors that it believed to be relevant, including management’s best estimate of the Company’s business condition, prospects and operating performance at the valuation date. Within the valuation performed, a range of factors, assumptions and methodologies were used. The significant factors included external market conditions affecting the biotechnology industry, trends within the biotechnology industry, the prices at which the Company sold shares of preferred stock, the superior rights and preferences of the preferred stock relative to common stock at the time of each grant, the results of operations, financial position, status of research and development efforts, stage of development and business strategy, the lack of an active public market for the common and preferred stock, and the likelihood of achieving a liquidity event such as an initial public offering (IPO) or sale of the Company in light of prevailing market conditions. Such analysis resulted in an estimated fair value of common stock to be $0.94 per share. Management does not believe there is a significant change in the value of the common stock between September 1, 2013 and March 31, 2014, since the Company had not raised any additional capital or completed any major clinical activities in that period. | ||||||
Stock Options | ||||||
In August 2013, the Company adopted the 2013 Equity Compensation Plan (the “Plan”), which provides for the granting of incentive stock options, nonqualified stock options, restricted, stock units, performance units, and stock purchase rights. Options under the Plan may be granted at prices not less than 100% of the fair value of the shares on the date of grant as determined by the Board Committee. The Board Committee determines the period over which the options become exercisable subject to certain restrictions as defined in the Plan, with the current outstanding options generally vesting over three years. The term of the options is no longer than ten years. The Company currently has reserved 8,250,000 shares of common stock for issuance under the plan. | ||||||
During the twelve months ended December 31, 2013, the Company granted stock options to certain employees and non-employees. Stock-based compensation expense recognized during the three months ended March 31, 2014, includes compensation expense for stock-based awards granted to employees and non-employees based on the grant date fair value estimated in accordance with the provisions of ASC 718 and amounted to approximately $158,000. The unrecognized compensation expense related to stock option grants as of March 31, 2014 was approximately $1,580,000 which will be recognized over approximately the next 2.5 years. During 2013, options granted to employees and directors had a vesting period of 3 years and a term of 10 years. Options granted to non-employees (e.g. consultants/contractors) had a vesting period of 4 years combined with performance targets for vesting a percentage of the grant, with a term of 10 years. | ||||||
The Plan is the only active plan pursuant to which options to acquire common stock or restricted stock awards can be granted and are currently outstanding. As of March 31, 2014, there were approximately 5,090,000 shares of the Company common stock available for issuance under the Plan. | ||||||
As of March 31, 2014, the Company had outstanding options to purchase an aggregate of 3,160,000 shares of the Company common stock with an exercise price of $0.94 price. At March 31, 2014, 565,055 options vested at a weighted average exercise price of $0.94 per share. The computation of the aggregate intrinsic value is based upon the difference between the original exercise price of the options and the Company's estimate of the deemed fair value of the Company's common stock at March 31, 2014. The total intrinsic value of options outstanding and vested at March 31, 2014 was deminimus. No options were granted prior to 2013 and none were granted during the three months ended March 31, 2014. | ||||||
The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period, with the exception of options granted subject to a consulting agreement, whereby the option vesting period and the service period defined pursuant to the terms of the consulting agreement may be different. Stock options issued to consultants are revalued quarterly until fully vested, with any change in fair value expensed. The following weighted-average assumptions were used to calculate share based compensation for the three months ended March 31, 2014 and 2013: | ||||||
For the three months ended | ||||||
March 31, | ||||||
2014 | 2013 | |||||
Volatility | 69.12 | % | N/A | |||
Risk-free interest rate | 1.93 | % | N/A | |||
Dividend yield | 0 | N/A | ||||
Expected life | 5.54 | N/A | ||||
The expected term of stock options represents the weighted average period the stock options are expected to remain outstanding and is based on the options vesting term, contractual terms, and industry peers as the Company did not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. | ||||||
The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers, as the Company did not have any trading history for the Company’s common stock. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. | ||||||
The risk-free interest rate assumption is based on the U.S treasury instruments whose term was consistent with the expected term of the Company’s stock options | ||||||
The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Accordingly, the Company has assumed no dividend yield for purposes of estimating the fair value of the Company share-based compensation. | ||||||
The Company estimates the forfeiture rate at the time of grant and revises, if necessary, were estimated based on management’s expectation through industry knowledge and historical data. | ||||||
Restricted Stock | ||||||
The Company granted 500,000 shares of restricted common stock to a third party consultant for services. These shares were fully vested and non-forfeitable at the time of grant, but are restricted to resale over varying periods in 2014. The Company recognized the fair value of the entire grant as a service receivable (disclosed as contra equity) and will recognize expenses as services are rendered over a 12 month period. The value of the restricted stock grant is estimated using the assumed fair market value of the common stock as of date of grant, which was $0.94 a share. | ||||||
COMMITMENTS_AND_OFFICER_LOANS
COMMITMENTS AND OFFICER LOANS | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
Note I - Commitments and officer loans | |||||
Security Deposit | |||||
The Company was obligated to provide a security deposit of $300,000 to obtain lease space. Starting May 1, 2015, this deposit can be reduced by $100,000 on an annual basis, down to $50,000, as long as the Company makes timely rental payments. | |||||
Lease Space | |||||
On November 1, 2013, the Company entered into 7 year lease for office space in Bedminster, New Jersey to start approximately June, 2014 at a monthly rent of $12,723, increasing to approximately $14,200 per month toward the end of the term. The Company will be required to record rent expense on a straight-line basis. | |||||
In December of 2013, the Company has entered into an agreement to lease laboratory space for one year starting January 1, 2014 in Monmouth Junction, New Jersey at a monthly rent of $2,072. | |||||
Listed below is a summary of future lease rental payments as of March 31, 2014: | |||||
Lease | |||||
Commitments | |||||
2014 | $ | 101,200 | |||
2015 | 154,140 | ||||
2016 | 157,076 | ||||
2017 | 160,014 | ||||
2018 & Beyond | 582,797 | ||||
Total future minimum lease payments | $ | 1,155,227 | |||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | ||
Mar. 31, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Basis of Accounting, Policy [Policy Text Block] | ' | ||
[1] | Basis of Presentation | ||
The accompanying consolidated financial statements include the consolidated accounts of Matinas BioPharma Holdings Inc. (Holdings) and its wholly owned subsidiary, Matinas BioPharma Inc. Matinas BioPharma Inc. is the operational subsidiary of Holdings. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and reflect the operations of the Company and its wholly-owned subsidiary. All intercompany transactions have been eliminated in consolidation. | |||
These interim financial statements do not include all the information and footnotes required by U.S. GAAP for annual financial statements and should be read in conjunction with the audited financial statements for the year ended December 31, 2013, which are included in the Company’s Special Financial Report on Form 10-K filed with the SEC on April 11, 2014. In the opinion of management, the interim financial statements reflect all normal recurring adjustments necessary to fairly state the Company’s financial position and results of operations for the interim periods presented. The year-end consolidated balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. | |||
The condensed consolidated balance sheet at December 31, 2013 was derived from the audited consolidated financial statements as of that date. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. For further information, refer to the consolidated financial statements and notes thereto included in the Company's Special Financial Report on Form 15d2 for the year ended December 31, 2013. | |||
Use of Estimates, Policy [Policy Text Block] | ' | ||
[2] | Use of Estimates | ||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||
[3] | Cash and Cash Equivalents | ||
For purposes of financial statement presentation the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. | |||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | ||
[4] | Concentration of Credit Risk | ||
The Company's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. Cash balances are maintained principally at one major U.S. financial institution and are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to regulatory limits. At various times throughout the period ended March 31, 2014, the Company's cash balances exceeded the FDIC insurance limit. The Company has not experienced any losses in such accounts. | |||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||
[5] | Property, Plant and Equipment | ||
Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the Company property, plant, and equipment range from three to ten years. Capitalized costs associated with leasehold improvements are depreciated over the lesser of the useful life of the asset or the remaining life of the lease. | |||
Income Tax, Policy [Policy Text Block] | ' | ||
[6] | Income Taxes | ||
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates. | |||
The Company adopted the provisions of ASC 740-10 and has analyzed its filing positions in 2013 and 2012 in jurisdictions where it may be obligated to file returns. The Company believes that its income tax filing position and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties as of March 31, 2014. In addition, future changes in unrecognized tax benefits will have no impact on the effective tax rate due to the existence of the valuation. | |||
Since the Company incurred net operating losses in every tax year since inception, 2012 and 2013 income tax returns are subject to examination and adjustments by the IRS for at least three years following the year in which the tax attributes are utilized. | |||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | ||
[7] | Stock-Based Compensation | ||
The Company accounts for stock-based compensation to employees in conformity with the provisions of ASC Topic 718, “Stock Based Compensation”. Stock-based compensation to employees consist of stock options grants and restricted shares that are recognized in the statement of operations based on their fair values at the date of grant. | |||
The Company accounts for equity instruments issued to non-employees in accordance with the provisions of ASC Topic 505, subtopic 50, Equity-Based Payments to Non-Employees based upon the fair-value of the underlying instrument. The equity instruments, consisting of stock options granted to consultants, are valued using the Black-Scholes valuation model. The measurement of stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest and is recognized as an expense over the period which services are received. | |||
The Company calculates the fair value of option grants utilizing the Black-Scholes pricing model, and estimates the fair value of the restricted stock based upon the estimated fair value or the common stock. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The authoritative guidance requires forfeitures to be estimated at the time stock options are granted and warrants are issued and revised. If necessary in subsequent periods, an adjustment will be booked if actual forfeitures differ from those estimated. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expense for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee and non-employee termination patterns. | |||
The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the requisite service period of the award. | |||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | ||
[8] | Financial Instruments | ||
Accounting considerations | |||
The Company evaluates the terms of the equity instruments to determine whether any embedded derivatives or other features required liability classification. The Company’s instruments did not contain any features that would require liability or derivative accounting treatment in 2011 through March 31, 2014. | |||
July and August 2013 issuance pursuant to Private Placement | |||
The Company allocated the aggregate proceeds of the units sold between the warrants and the common stock based on their relative fair values. | |||
The fair value of the warrants issued to unit holders is calculated utilizing the Black-Scholes option-pricing model and similar assumptions as described in Note G. Since these warrant instruments were considered equity instruments, the allocation did not change the total amount of additional paid in capital. | |||
As discussed in Note F, the placement agent was issued warrants as part of their cost of raising the funds in the private placement. The fair value of the warrants issued to the placement agent was calculated utilizing the Black-Scholes option-pricing model and similar assumptions as described in Note F, and is considered a component of equity (no net effect on Additional Paid In Capital), and amounted to $1,252,111 at the date of issuance. | |||
Matinas BioPharma Inc. Series A Convertible Redeemable Preferred Stock issuance | |||
Prior to the merger transaction described in Note D, Matinas BioPharma Inc. had issued shares of Series A Convertible Redeemable Preferred Stock ("Preferred Stock") to investors in four separate tranches occurring from December 2012 to April 2013. The Preferred shares were converted to common shares of Holdings as part of the Merger transaction. The Preferred Stock entitled the holder to voting rights, and it did not accrue a dividend at a stated rate. The term of the Preferred Stock also had included options for conversion into common stock and potential redemption by the Company if certain conditions were met. | |||
Fair Value Measurement, Policy [Policy Text Block] | ' | ||
[9] | Fair Value Measurements | ||
ASC 820 “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below: | |||
⋅ | Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. | ||
⋅ | Level 2 - Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. | ||
⋅ | Level 3 - Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. | ||
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value. | |||
The carrying amounts of cash and cash equivalents, other current assets, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. | |||
Earnings Per Share, Policy [Policy Text Block] | ' | ||
[10] | Basic Net Loss per Common Share | ||
Basic net loss per common share is computed as net loss divided by the weighted average number of common shares outstanding for the period. Diluted net loss per common share is the same as basic net loss per common share because the Company incurred a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options, warrants would have an antidilutive effect. As of March, 31, 2014 and 2013 the number of shares issuable upon the exercise of stock options, warrants, and shares held in escrow was 18,410,000 and 0, respectively. | |||
Revenue Recognition, Policy [Policy Text Block] | ' | ||
[11] | Revenue Recognition | ||
The Company will develop an appropriate revenue recognition policy when planned anticipated future commercial operations commence. | |||
Research and Development Expense, Policy [Policy Text Block] | ' | ||
[12] | Research and Development | ||
Research and development costs are charged to operations as they are incurred. Legal fees and other direct costs incurred in obtaining and protecting patents are also expensed as incurred, due to the uncertainty with respect to future cash flows resulting from the patents and our included as part of General and Administrative expenses. | |||
STOCK_HOLDERS_EQUITY_Tables
STOCK HOLDERS EQUITY (Tables) | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Stockholders Equity Note [Abstract] | ' | |||
Schedule of Stockholders Equity Note, Warrants or Rights [Table Text Block] | ' | |||
A summary of equity warrants outstanding as of March 31, 2014 is presented below, all of which are fully vested. | ||||
Shares | ||||
July 11, 2013 formation of Holdings, 4,000,0000 warrants issued, terms 5 years, exercisable at $ 2.00, including 250,000 warrants sold to Mr. Adam Stern | 4,000,000 | |||
July 11, 2013 recapitalization of Matinas BioPharma Inc. 1,000,000 warrants issued, terms 5 years, exercisable at $ 2.00 | 1,000,000 | |||
July and August,2013 completion of Private Placement, 7,500,000 warrants issued, terms 5 years, exercisable at $ 2.00 | 7,500,000 | |||
July 30, 2013 Placement Agent warrants issued as part of compensation for Private Placement. Terms 5 years, exercisable at $ 2.00 | 750,000 | |||
July 30. 2013 Placement Agent warrant issued as part of compensation for Private Placement. Terms 5 years exercisable at $ 1.00 | 1,500,000 | |||
July 30, 2013 500,000 warrants sold to Chairman of Board Mr. Herb Conrad for $ 20,000. Terms 5 years, exercisable at $ 2.00 per share | 500,000 | |||
Total Warrants Outstanding at March 31, 2014 | 15,250,000 | |||
SHARE_BASED_COMPENSATION_Table
SHARE BASED COMPENSATION (Tables) | 3 Months Ended | |||||
Mar. 31, 2014 | ||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | ' | |||||
The following weighted-average assumptions were used to calculate share based compensation for the three months ended March 31, 2014 and 2013: | ||||||
For the three months ended | ||||||
March 31, | ||||||
2014 | 2013 | |||||
Volatility | 69.12 | % | N/A | |||
Risk-free interest rate | 1.93 | % | N/A | |||
Dividend yield | 0 | N/A | ||||
Expected life | 5.54 | N/A | ||||
COMMITMENTS_AND_OFFICER_LOANS_
COMMITMENTS AND OFFICER LOANS (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | ' | ||||
Listed below is a summary of future lease rental payments as of March 31, 2014: | |||||
Lease | |||||
Commitments | |||||
2014 | $ | 101,200 | |||
2015 | 154,140 | ||||
2016 | 157,076 | ||||
2017 | 160,014 | ||||
2018 & Beyond | 582,797 | ||||
Total future minimum lease payments | $ | 1,155,227 | |||
COMPANY_INFORMATION_AND_HISTOR1
COMPANY INFORMATION AND HISTORY (Details Textual) | 2 Months Ended | |
Aug. 31, 2013 | ||
Private Placement [Member] | ' | |
Company Information And History [Line Items] | ' | |
Stock Issued During Period, Shares, New Issues | 15,000,000 | |
Warrants Issued For Purchase Of Common Stock | 7,500,000 | [1] |
Holdings [Member] | ' | |
Company Information And History [Line Items] | ' | |
Stock Issued During Period, Shares, New Issues | 9,000,000 | |
Warrants Issued For Purchase Of Common Stock | 1,000,000 | |
[1] | From the 2013 Private Placement, and includes 1 unit purchased by Mr. Conrad for $ 250,000 at the full price paid by all third party investors. |
GOING_CONCERN_AND_PLAN_OF_OPER1
GOING CONCERN AND PLAN OF OPERATION (Details Textual) (USD $) | 3 Months Ended | 32 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Going Concern And Plan Of Operation [Line Items] | ' | ' | ' | ' |
Deficit accumulated during development stage | $5,969,742 | ' | $5,969,742 | $3,830,719 |
Net loss | $2,139,024 | $112,133 | $5,969,742 | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 2 Months Ended | 3 Months Ended | 32 Months Ended | |
Aug. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | $1,252,111 | $0 | $0 | $20,000 |
Stock To Be Issued Upon Exercise | ' | 18,410,000 | 0 | ' |
FORMATION_AND_REVERSE_ACQUISIT1
FORMATION AND REVERSE ACQUISITION OF MATINAS BIOPHARMA HOLDINGS - Formation (Details Textual) (USD $) | 3 Months Ended | 32 Months Ended | 1 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | |
Formation Of Holdings [Member] | Formation Of Holdings [Member] | Formation Of Holdings [Member] | Formation Of Holdings [Member] | ||||
Adam Stern And Entities Owned By Stern [Member] | Third Parties Including Certain Representatives Of Aegis Capital Corp [Member] | Formation Warrants [Member] | |||||
Formation And Reverse Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | 7,500,000 | 2,000,000 | 5,500,000 | 250,000 |
Warrants Issued For Purchase Of Common Stock | ' | ' | ' | 3,750,000 | ' | 2,250,000 | 250,000 |
Common Stock To Be Issued Upon Exercise Of Warrants | ' | ' | ' | 3,750,000 | 1,000,000 | 2,250,000 | ' |
Warrants Exercise Price | ' | ' | ' | $2 | ' | ' | $2 |
Proceeds from Issuance of Warrants | ' | ' | ' | $375,000 | ' | $75,000 | ' |
Stock And Warrants Issued, Price Per Unit | ' | ' | ' | 0.1 | ' | ' | ' |
Proceeds from Issuance or Sale of Equity, Total | ' | ' | ' | ' | 375,000 | ' | 10,000 |
Proceeds from Issuance of Common Stock | 0 | 0 | 15,001,000 | ' | ' | 300,000 | ' |
Issuance Of Warrants Below Fair Value, Lower Price Than Fair Value Per Warrant | ' | ' | ' | ' | ' | ' | 0.47 |
Issuance Of Equity Instruments Below Fair Value | $0 | $0 | $108,316 | ' | ' | ' | $108,316 |
Warrants Purchase Price | ' | ' | ' | ' | ' | ' | 0.04 |
FORMATION_AND_REVERSE_ACQUISIT2
FORMATION AND REVERSE ACQUISITION OF MATINAS BIOPHARMA HOLDINGS - Merger (Details Textual) (Merger [Member], USD $) | 1 Months Ended |
Jul. 31, 2013 | |
Formation And Reverse Acquisition [Line Items] | ' |
Stock Issued During Period, Shares, New Issues | 9,000,000 |
Aggregate Common Stock Holding Percentage | 28.50% |
Warrants Isuued For Purchase Of Common Stock | 1,000,000 |
Warrants Exercise Price | $2 |
Herbert Conrad [Member] | ' |
Formation And Reverse Acquisition [Line Items] | ' |
Stock Issued During Period, Shares, New Issues | 351,563 |
Warrants Isuued For Purchase Of Common Stock | 250,000 |
Roelof Rongen [Member] | ' |
Formation And Reverse Acquisition [Line Items] | ' |
Stock Issued During Period, Shares, New Issues | 3,417,186 |
Abdel A Fawzy [Member] | ' |
Formation And Reverse Acquisition [Line Items] | ' |
Stock Issued During Period, Shares, New Issues | 1,708,593 |
George Bobotas And His Spouse [Member] | ' |
Formation And Reverse Acquisition [Line Items] | ' |
Stock Issued During Period, Shares, New Issues | 1,366,875 |
Jerome Jabbour [Member] | ' |
Formation And Reverse Acquisition [Line Items] | ' |
Stock Issued During Period, Shares, New Issues | 759,374 |
Stefano Ferrari [Member] | ' |
Formation And Reverse Acquisition [Line Items] | ' |
Stock Issued During Period, Shares, New Issues | 351,563 |
Warrants Isuued For Purchase Of Common Stock | 250,000 |
FORMATION_AND_REVERSE_ACQUISIT3
FORMATION AND REVERSE ACQUISITION OF MATINAS BIOPHARMA HOLDINGS - 2013 Private Placement (Details Textual) (USD $) | 2 Months Ended | 3 Months Ended | 32 Months Ended | |
Aug. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Formation And Reverse Acquisition [Line Items] | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock | ' | $0 | $0 | $15,001,000 |
Payments of Stock Issuance Costs | 2,400,000 | 0 | 0 | 2,378,672 |
Placement Agent Cash Fees And Expenses | 1,950,000 | ' | ' | ' |
External Legal Costs | 425,000 | ' | ' | ' |
Aegis Capital Corp [Member] | ' | ' | ' | ' |
Formation And Reverse Acquisition [Line Items] | ' | ' | ' | ' |
Warrants Isuued For Purchase Of Common Stock | 2,250,000 | ' | ' | ' |
Former preferred and common shareholders [Member] | ' | ' | ' | ' |
Formation And Reverse Acquisition [Line Items] | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | 9,000,000 | ' | ' | ' |
Aggregate Common Stock Holding Percentage | 28.60% | ' | ' | ' |
Private Placement [Member] | ' | ' | ' | ' |
Formation And Reverse Acquisition [Line Items] | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | 15,000,000 | ' | ' | ' |
Warrants Isuued For Purchase Of Common Stock | 7,500,000 | ' | ' | ' |
Warrants Exercise Price | $2 | ' | ' | ' |
Proceeds from Issuance or Sale of Equity | 15,000,000 | ' | ' | ' |
Proceeds from Issuance of Common Stock | 11,983,000 | ' | ' | ' |
Proceeds from Issuance of Warrants | 3,017,000 | ' | ' | ' |
Fair Value Of Warrants Issued | 1,300,000 | ' | ' | ' |
Aggregate Common Stock Holding Percentage | 47.70% | ' | ' | ' |
Aggregate Common Stock Stock Holding Percentage Including Additional Share Issuance | 30.00% | ' | ' | ' |
Private Placement [Member] | Aegis Capital Corp [Member] | ' | ' | ' | ' |
Formation And Reverse Acquisition [Line Items] | ' | ' | ' | ' |
Proceeds from Issuance or Sale of Equity | 15,000,000 | ' | ' | ' |
Placement Agent Fees | 1,500,000 | ' | ' | ' |
Non Accountable Expense Allowance | 450,000 | ' | ' | ' |
Warrant Solicitation Fee Percentage | 5.00% | ' | ' | ' |
Exercise Price One [Member] | Private Placement [Member] | Aegis Capital Corp [Member] | ' | ' | ' | ' |
Formation And Reverse Acquisition [Line Items] | ' | ' | ' | ' |
Warrants Isuued For Purchase Of Common Stock | 750,000 | ' | ' | ' |
Warrants Exercise Price | $2 | ' | ' | ' |
Exercise Price Two [Member] | Private Placement [Member] | Aegis Capital Corp [Member] | ' | ' | ' | ' |
Formation And Reverse Acquisition [Line Items] | ' | ' | ' | ' |
Warrants Isuued For Purchase Of Common Stock | 1,500,000 | ' | ' | ' |
Warrants Exercise Price | $1 | ' | ' | ' |
Board of Directors Chairman [Member] | Private Placement [Member] | ' | ' | ' | ' |
Formation And Reverse Acquisition [Line Items] | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | 250,000 | ' | ' | ' |
Warrants Isuued For Purchase Of Common Stock | 125,000 | ' | ' | ' |
Proceeds from Issuance or Sale of Equity | $250,000 | ' | ' | ' |
FORMATION_AND_REVERSE_ACQUISIT4
FORMATION AND REVERSE ACQUISITION OF MATINAS BIOPHARMA HOLDINGS - Warrant Private Placement (Details Textual) (USD $) | 2 Months Ended | |
Aug. 31, 2013 | ||
Private Placement [Member] | ' | |
Formation And Reverse Acquisition [Line Items] | ' | |
Stock Issued During Period, Shares, New Issues | 15,000,000 | |
Aggregate Common Stock Holding Percentage | 47.70% | |
Warrants Exercise Price | $2 | |
Warrants Issued For Purchase Of Common Stock | 7,500,000 | [1] |
Placement Agent [Member] | ' | |
Formation And Reverse Acquisition [Line Items] | ' | |
Warrants Issued For Purchase Of Common Stock | 2,250,000 | |
Former preferred and common shareholders [Member] | ' | |
Formation And Reverse Acquisition [Line Items] | ' | |
Stock Issued During Period, Shares, New Issues | 9,000,000 | |
Aggregate Common Stock Holding Percentage | 28.60% | |
Warrants Issued For Purchase Of Common Stock | 1,500,000 | [2] |
Former preferred and common shareholders [Member] | Common Stock [Member] | ' | |
Formation And Reverse Acquisition [Line Items] | ' | |
Merger Agreement, Number Of Shares Cancelled | 10,000,000 | |
Former preferred and common shareholders [Member] | Preferred Stock [Member] | ' | |
Formation And Reverse Acquisition [Line Items] | ' | |
Merger Agreement, Number Of Shares Cancelled | 1,851,852 | |
Unit Purchasers [Member] | ' | |
Formation And Reverse Acquisition [Line Items] | ' | |
Stock Issued During Period, Shares, New Issues | 7,500,000 | |
Aggregate Common Stock Holding Percentage | 23.80% | |
Warrants Issued For Purchase Of Common Stock | 4,000,000 | [3] |
Stock And Warrants Issued, Price Per Unit | 0.1 | |
[1] | From the 2013 Private Placement, and includes 1 unit purchased by Mr. Conrad for $ 250,000 at the full price paid by all third party investors. | |
[2] | Includes 500,000 warrants purchased my Mr. Conrad - see Warrant Private Placement section. | |
[3] | Includes 2,250,000 warrants issued in connection with the placement agent fees, 3,750,000 issued in connection with the sale of units at the Formation and 250,000 warrants purchased by Mr. Stern - see section entitled "Formation" |
FORMATION_AND_REVERSE_ACQUISIT5
FORMATION AND REVERSE ACQUISITION OF MATINAS BIOPHARMA HOLDINGS - Summary of Changes in Capitalization (Details Textual) (USD $) | 1 Months Ended | 2 Months Ended |
31-May-13 | Aug. 31, 2013 | |
Private Placement [Member] | ' | ' |
Formation And Reverse Acquisition [Line Items] | ' | ' |
Warrants Isuued For Purchase Of Common Stock | ' | 7,500,000 |
Proceeds from Issuance or Sale of Equity, Total | ' | 15,000,000 |
Private Placement [Member] | Herbert Conrad [Member] | ' | ' |
Formation And Reverse Acquisition [Line Items] | ' | ' |
Warrants Isuued For Purchase Of Common Stock | ' | 125,000 |
Proceeds from Issuance or Sale of Equity, Total | ' | 250,000 |
Warrant Private Placement [Member] | Herbert Conrad [Member] | ' | ' |
Formation And Reverse Acquisition [Line Items] | ' | ' |
Warrants Isuued For Purchase Of Common Stock | ' | 500,000 |
Formation Of Holdings [Member] | ' | ' |
Formation And Reverse Acquisition [Line Items] | ' | ' |
Warrants Isuued For Purchase Of Common Stock | ' | 3,750,000 |
Formation Of Holdings [Member] | Adam Stern And Entities Owned By Stern [Member] | ' | ' |
Formation And Reverse Acquisition [Line Items] | ' | ' |
Warrants Isuued For Purchase Of Common Stock | ' | 250,000 |
Proceeds from Issuance or Sale of Equity, Total | 375,000 | ' |
Aegis Capital Corp [Member] | ' | ' |
Formation And Reverse Acquisition [Line Items] | ' | ' |
Warrants Isuued For Purchase Of Common Stock | ' | 2,250,000 |
Aegis Capital Corp [Member] | Private Placement [Member] | ' | ' |
Formation And Reverse Acquisition [Line Items] | ' | ' |
Proceeds from Issuance or Sale of Equity, Total | ' | 15,000,000 |
FORMATION_AND_REVERSE_ACQUISIT6
FORMATION AND REVERSE ACQUISITION OF MATINAS BIOPHARMA HOLDINGS - Registration Rights and Other (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended |
Jul. 31, 2013 | Mar. 31, 2014 | |
Formation And Reverse Acquisition [Line Items] | ' | ' |
Percentage Of Cash Amount Payable To Investor | 0.50% | ' |
Professional Fees Related To Registration Statement | ' | $350,000 |
Placement Agent Fees Per Month | $20,000 | ' |
PREPAID_ASSETS_Details_Textual
PREPAID ASSETS (Details Textual) (USD $) | Sep. 30, 2013 |
Prepaid Assets [Line Items] | ' |
Prepaid Expense | $34,000 |
STOCK_HOLDERS_EQUITY_Details
STOCK HOLDERS EQUITY (Details) | Mar. 31, 2014 |
Stock Holders Equity [Line Items] | ' |
Total Warrants Outstanding | 15,250,000 |
July 11, 2013 Issue 1 [Member] | ' |
Stock Holders Equity [Line Items] | ' |
Total Warrants Outstanding | 4,000,000 |
July 11, 2013 Issue 2 [Member] | ' |
Stock Holders Equity [Line Items] | ' |
Total Warrants Outstanding | 1,000,000 |
July And August, 2013 [Member] | ' |
Stock Holders Equity [Line Items] | ' |
Total Warrants Outstanding | 7,500,000 |
July 30, 2013 Issue 1 [Member] | ' |
Stock Holders Equity [Line Items] | ' |
Total Warrants Outstanding | 750,000 |
July 30, 2013 Issue 2 [Member] | ' |
Stock Holders Equity [Line Items] | ' |
Total Warrants Outstanding | 1,500,000 |
July 30, 2013 Issue 3 [Member] | ' |
Stock Holders Equity [Line Items] | ' |
Total Warrants Outstanding | 500,000 |
STOCK_HOLDERS_EQUITY_Details_T
STOCK HOLDERS EQUITY (Details Textual) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jul. 31, 2013 | Jul. 30, 2013 | Jul. 11, 2013 | Jul. 31, 2013 | Jul. 11, 2013 | Aug. 31, 2013 | Aug. 31, 2013 | Jul. 30, 2013 | Jul. 31, 2013 | Jul. 30, 2013 | Jul. 30, 2013 | Jul. 31, 2013 | Jul. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Jul. 11, 2013 |
July 11, 2013 Issue 1 [Member] | July 11, 2013 Issue 2 [Member] | July And August, 2013 [Member] | July 30, 2013 Issue 1 [Member] | July 30, 2013 Issue 2 [Member] | July 30, 2013 Issue 3 [Member] | Adam Stern [Member] | Adam Stern [Member] | Adam Stern [Member] | Matinas BioPharma Inc [Member] | Matinas BioPharma Inc [Member] | Private Placement Agent [Member] | Private Placement Agent [Member] | Private Placement Agent [Member] | Private Placement Agent [Member] | Private Placement Agent [Member] | Private Placement Agent [Member] | Mr.Herb Conrad [Member] | Mr.Herb Conrad [Member] | Maximum [Member] | Minimum [Member] | Redeemable Convertible Preferred Stock [Member] | |||
July 11, 2013 Issue 1 [Member] | July 11, 2013 Issue 1 [Member] | July 11, 2013 Issue 1 [Member] | July 11, 2013 Issue 2 [Member] | July 11, 2013 Issue 2 [Member] | July And August, 2013 [Member] | July 30, 2013 Issue 1 [Member] | July 30, 2013 Issue 1 [Member] | July 30, 2013 Issue 2 [Member] | July 30, 2013 Issue 2 [Member] | July 30, 2013 Issue 3 [Member] | July 30, 2013 Issue 3 [Member] | July 30, 2013 Issue 3 [Member] | ||||||||||||
Stock Holders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,481,481 |
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 |
Warrants Maturity Term | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | '5 years | ' | '5 years | '5 years | ' | '5 years | ' | ' | '5 years | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | 2 | 2 | ' | 2 | ' | 1 | 2 | ' | ' | 2 | 1 | ' |
Class of Warrant or Right, Outstanding | 15,250,000 | ' | 4,000,000 | 1,000,000 | 7,500,000 | 750,000 | 1,500,000 | 500,000 | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | ' | ' | ' |
SHARE_BASED_COMPENSATION_Detai
SHARE BASED COMPENSATION (Details) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Volatility | 69.12% | 0.00% |
Risk-free interest rate | 1.93% | 0.00% |
Dividend yield | 0.00% | 0.00% |
Expected life | '5 years 6 months 14 days | '0 years |
SHARE_BASED_COMPENSATION_Detai1
SHARE BASED COMPENSATION (Details Textual) (USD $) | 3 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2014 | Sep. 01, 2013 | Aug. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Restricted Stock [Member] | Director [Member] | Employees [Member] | Consultant [Member] | Consultant [Member] | ||||
Maximum [Member] | Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | ' | $0.94 | ' | ' | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | 5,090,000 | ' | 8,250,000 | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | $158,000 | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share Based Compensation Total Compensation Cost Not Yet Recognized Stock Options Grants | $1,580,000 | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | '2 years 6 months | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | ' | ' | ' | ' | '10 years | '3 years | '10 years | '4 years |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 3,160,000 | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $0.94 | ' | ' | $0.94 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 565,055 | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $0.94 | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services | ' | ' | ' | 500,000 | ' | ' | ' | ' |
Share based Compensation Arrangement By Share Based Payment Award Expected Term | ' | ' | ' | '12 months | ' | ' | ' | ' |
COMMITMENTS_AND_OFFICER_LOANS_1
COMMITMENTS AND OFFICER LOANS (Details) (USD $) | Mar. 31, 2014 |
Future Lease Rental Payment [Line Items] | ' |
2014 | $101,200 |
2015 | 154,140 |
2016 | 157,076 |
2017 | 160,014 |
2018 & Beyond | 582,797 |
Total future minimum lease payments | $1,155,227 |
COMMITMENTS_AND_OFFICER_LOANS_2
COMMITMENTS AND OFFICER LOANS (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | |
Jan. 31, 2014 | Nov. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2014 | |
Subsequent Event [Member] | ||||
Commitments and Officer Loans [Line Items] | ' | ' | ' | ' |
Increase Decrease In Lease Rental Expense | ' | ' | ' | $14,200 |
Security Deposit | ' | ' | 300,000 | ' |
Lessor Leasing Arrangements, Operating Leases, Term of Contract | ' | '7 years | ' | ' |
Operating Leases, Rent Expense, Net, Total | $2,072 | ' | ' | $12,723 |
Security Deposits Reduced By Straight Line Basis Description | ' | ' | 'Starting May 1, 2015, this deposit can be reduced by $100,000 on an annual basis, down to $50,000, as long as the Company makes timely rental payments. | ' |