Document_And_Entity_Informatio
Document And Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 12-May-15 | |
Document Information [Line Items] | ||
Entity Registrant Name | Matinas BioPharma Holdings, Inc. | |
Entity Central Index Key | 1582554 | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | MTNB | |
Entity Common Stock, Shares Outstanding | 56,900,670 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2015 |
Balance_Sheets
Balance Sheets (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
CURRENT ASSETS | ||
Cash and Cash Equivalents | $4,616,529 | $2,590,713 |
Restricted Cash - current | 100,000 | 100,000 |
Contract Research Receivables | 30,109 | 0 |
Prepaid Expenses | 93,626 | 114,425 |
Total Current Assets | 4,840,264 | 2,805,138 |
Fixed Assets - net | 339,036 | 339,995 |
In-process research and development | 3,017,377 | 0 |
Goodwill | 1,384,674 | 0 |
Other assets including long term security deposit | 216,395 | 216,317 |
TOTAL ASSETS | 9,797,746 | 3,361,450 |
CURRENT LIABILITIES | ||
Accounts Payable | 466,620 | 271,155 |
Accrued Expenses | 780,840 | 802,746 |
Deferred Rent Liability | 5,757 | 0 |
Note Payable | 10,000 | 0 |
Lease Liability | 44,636 | 44,362 |
Total Current Liabilities | 1,307,853 | 1,118,263 |
LONG TERM LIABILITIES | ||
Deferred Tax Liability | 1,253,327 | 0 |
Contingent Consideration | 843,674 | 0 |
Lease Liability - Long Term | 0 | 15,291 |
TOTAL LIABILITIES | 3,404,854 | 1,133,554 |
STOCKHOLDERS' EQUITY | ||
Common Stock Par Value $ 0.0001, 150,000,000 Authorized, 46,775,670 Issued and outstanding as of March 31, 2015; 32,292,650 Issued and outstanding as of December 31, 2014 | 4,679 | 3,230 |
Additional Paid in Capital | 23,010,088 | 16,276,430 |
Accumulated Deficit | -16,621,875 | -14,051,764 |
Total Stockholders' Equity | 6,392,892 | 2,227,896 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $9,797,746 | $3,361,450 |
Balance_Sheets_Parenthetical
Balance Sheets [Parenthetical] (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
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 | 46,775,670 | 32,292,650 |
Common Stock, Shares, Outstanding | 46,775,670 | 32,292,650 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Contract Research Revenue | $57,636 | $0 |
OPERATING EXPENSES | ||
Research and development | 1,448,413 | 1,073,781 |
General and administrative | 1,177,841 | 1,055,247 |
Total Operating Expenses | 2,626,254 | 2,129,028 |
Loss from Operations | -2,568,618 | -2,129,028 |
Other expense, net | 1,493 | 9,996 |
NET LOSS | ($2,570,111) | ($2,139,024) |
BASIC AND DILUTED LOSS PER SHARE (in dollars per share) | ($0.07) | ($0.07) |
WEIGHTED AVERAGE BASIC AND DILUTED NUMBER OF SHARES OUTSTANDING (in shares) | 35,561,911 | 32,000,000 |
STATEMENT_OF_STOCKHOLDERS_EQUI
STATEMENT OF STOCKHOLDER'S EQUITY (USD $) | Total | Redeemable Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2012 | ($116,592) | $456,528 | $1,000 | $0 | ($117,592) |
Balance (in shares) at Dec. 31, 2012 | 925,926 | 10,000,000 | |||
Sale of Preferred Stock | 500,001 | ||||
Sale of Preferred Stock (in shares) | 925,926 | ||||
Issuance cost paid in connection of sale of preferred stock | -4,140 | ||||
Formation of Matinas BioPharma Holdings (July 11, 2013) | 375,000 | 750 | 374,250 | ||
Formation of Matinas BioPharma Holdings (July 11, 2013) (in shares) | 7,500,000 | ||||
Elimination of Matinas BioPharma Inc. Equity (July 11, 2013) | -1,000 | -952,389 | -1,000 | ||
Elimination of Matinas BioPharma Inc. Equity (July 11, 2013) (in shares) | -1,851,852 | -10,000,000 | |||
Issuance of shares in Matinas Holdings to former shareholders of Matinas BioPharma Inc | 953,389 | 900 | 952,489 | ||
Issuance of shares in Matinas Holdings to former shareholders of Matinas BioPharma Inc (in shares) | 9,000,000 | ||||
Sale of warrants | 138,316 | 138,316 | |||
Private Placement ( July 30, 2013 and August 8, 2013) | 15,000,000 | 1,500 | 14,998,500 | ||
Private Placement ( July 30, 2013 and August 8, 2013) (in shares) | 15,000,000 | ||||
Private Placement Issuance Costs | -2,378,672 | -2,378,672 | |||
Restricted Stock Grant to non-employee | 470,000 | 50 | 469,950 | ||
Restricted Stock Grant to non-employee (in shares) | 500,000 | ||||
Restricted Stock for services to be rendered | -463,562 | -463,562 | |||
Stock Based Compensation | 211,036 | 211,036 | |||
Net loss | -3,713,127 | -3,713,127 | |||
Balance at Dec. 31, 2013 | 10,474,788 | 0 | 3,200 | 14,302,307 | -3,830,719 |
Balance (in shares) at Dec. 31, 2013 | 0 | 32,000,000 | |||
Stock Based Compensation | 1,821,402 | 1,821,402 | |||
Issuance of Common Stock for services | 152,751 | 30 | 152,721 | ||
Issuance of Common Stock for services (in shares) | 292,650 | ||||
Net loss | -10,221,045 | -10,221,045 | |||
Balance at Dec. 31, 2014 | 2,227,896 | 0 | 3,230 | 16,276,430 | -14,051,764 |
Balance (in shares) at Dec. 31, 2014 | 0 | 32,292,650 | |||
Aquarius Inc. Purchase January 29, 2015 | 2,119,689 | 461 | 2,119,229 | ||
Aquarius Inc. Purchase January 29, 2015 (in shares) | 4,608,020 | ||||
First Closing of Private Placement March 31, 2015, including Placement Agent Warrants | 4,282,734 | 988 | 4,281,746 | ||
First Closing of Private Placement March 31, 2015, including Placement Agent Warrants (in shares) | 9,875,000 | ||||
Stock Based Compensation | 332,683 | 332,683 | |||
Net loss | -2,570,111 | -2,570,111 | |||
Balance at Mar. 31, 2015 | $6,392,892 | $0 | $4,679 | $23,010,088 | ($16,621,875) |
Balance (in shares) at Mar. 31, 2015 | 0 | 46,775,670 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flow (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | ($2,570,111) | ($2,139,024) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Depreciation | 10,856 | 9,452 |
Share based compensation | 332,683 | 273,824 |
Changes in operating assets and liabilities, net of amounts assumed in the acquisition of Aquarius | ||
Other assets | -78 | -41,117 |
Accounts receivable | 15,535 | 0 |
Prepaid expenses | 26,583 | 37,980 |
Accrued expenses - other liabilities | -33,347 | -75,720 |
Accounts payable | -104,948 | -154,441 |
Net cash used in operating activities | -2,322,827 | -2,089,046 |
Cash flows used by investing activities | ||
Equipment purchases | -4,845 | -193,277 |
Cash acquired in the business combination | 70,754 | |
Net cash provided by (used in) investing activities | 65,909 | -193,277 |
Cash flows from financing activities: | ||
Proceeds from common stock issued for cash | 4,937,500 | 0 |
Common stock issuance costs | -654,766 | 0 |
Net cash provided by financing activities | 4,282,734 | 0 |
Net increase (decrease) in cash equivalents | 2,025,816 | -2,282,323 |
Cash and cash equivalents at beginning of period | 2,590,713 | 10,840,428 |
Cash and cash equivalents at end of period | 4,616,529 | 8,558,105 |
Supplemental non-cash financing activities | ||
Capital lease for equipment purchase | 0 | 111,095 |
Stock consideration for Aquaries merger | $2,119,689 | $0 |
Company_Information_and_Histor
Company Information and History | 3 Months Ended | ||
Mar. 31, 2015 | |||
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”) a Delaware corporation formed in 2013. Holdings is the parent company of Matinas BioPharma, Inc., and Aquarius Biotechnologies, Inc. its operating subsidiaries (“BioPharma” or “the Company” or “we” or “our” or “us”). The Company is a development stage biopharmaceutical company with a focus on identifying and developing novel pharmaceutical products. | |||
On July 11, 2013, and contemporaneously with the initial closing of a private placement in July and August 2013 described below, BioPharma 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 BioPharma 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. For financial reporting purposes the accounting acquirer is BioPharma and accordingly, the historical financial statements of BioPharma are the continuing financial statements of the entity. In July and August of 2013, the Company completed a private placement of common stock, 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”). 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”). | |||
On January 29, 2015, we completed the acquisition of Aquarius Biotechnologies Inc., (referred to as the “Aquarius Merger” throughout this document and which is discussed in more detail under (Note D), a New Jersey-based, early-stage pharmaceutical company focused on the development of differentiated and orally delivered therapeutics based on a proprietary, lipid-based, drug delivery platform called “cochleate delivery technology.” Following the Aquarius Merger, we are a clinical-stage biopharmaceutical company focused on the development of targeted therapeutics for the treatment of serious fungal infections and multi-drug resistant, or MDR, gram-negative bacterial infections, using our innovative lipid-based drug delivery platform. See acquisition Note D for additional information on this transaction. | |||
[2] | Proprietary Products and Technology Portfolios | ||
Our proprietary cochleate lipid-crystal nano-particle delivery technology platform, licensed from Rutgers University on an exclusive worldwide basis, is designed specifically for the targeted and safe delivery of pharmaceuticals directly to the site of infection or inflammation. This license comprises a range of issued patents and patent applications, as well as the use of proprietary know-how with respect to the manufacturing and testing of products using this technology. | |||
Our lead product candidate using the cochleate delivery technology is MAT2203, an oral formulation of the broad spectrum intravenous(IV)-delivered anti-fungal agent amphotericin B. MAT2203 is under development for serious fungal infections and a single-escalating-dose Phase 1 study with MAT2203 has been completed. We expect to commence and complete a Phase 2a study of MAT2203 in collaboration with the National Institute of Allergy and Infectious Diseases, or NIAID, of the National Institutes of Health, or NIH, in 2015, with initial results expected in the fourth quarter of 2015. We are developing a pipeline of targeted delivery formulations by applying our cochleate oral delivery technology to a potentially broad array of proven medications, including MAT2501. MAT2501 is an oral cochleate formulation of the broad spectrum intravenous (IV)-delivered aminoglycoside antibiotic called amikacin, which is most often used for treating severe, hospital-acquired infections, including Gram-negative bacterial infections. MAT2501 is currently in the formal toxicology testing stage, expected to lead to an IND filing in late 2015. | |||
We are also developing novel prescription-only pharmaceutical products with lipids as the active pharmaceutical ingredient. MAT9001 is under development for an initial indication for the treatment of highly elevated triglycerides, or severe hypertriglyceridemia. We submitted an IND to the Food and Drug Administration (FDA) for MAT9001 in October, 2014 and a comparative PK/PD study with 42 enrolled patients has recently completed enrollment, with data expected in the second quarter of 2015. Finally, our MAT8800 discovery program is working to develop product candidates comprising omega-3 fatty acids for the treatment of non-alcoholic fatty liver disease, a condition for which there are currently no approved pharmacologic treatments available. | |||
[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, the Company’s ability to raise capital, any changes in the regulatory environment and FDA requirements for regulatory approval, 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, and other factors listed under the heading “Risk Factors” elsewhere in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and other reports that the Company files with the Securities and Exchange Commission. | |||
Going_Concern_and_Plan_of_Oper
Going Concern and Plan of Operations | 3 Months Ended |
Mar. 31, 2015 | |
Plan Of Operations and Going Concern [Abstract] | |
Plan Of Operations And Going Concern [Text Block] | NOTE B – Going Concern and Plan of Operations |
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, 2015, the Company had an accumulated deficit of approximately $16.6 million. The Company’s operations have been financed primarily through the sale of equity securities. The Company’s net loss for the twelve months ended December 31, 2014 was approximately $10.2 million and $ 2.6 million for the three months ended March 31, 2015 | |
Assuming the Company obtains FDA approval for one or more of its product candidates, which the Company does not expect to receive until 2018 at the earliest, the Company expects that its expenses will increase if the Company reaches commercial launch. The Company also expects that its research and development expenses will continue to increase as it moves forward for other indications for its lead development products and diversifies its R&D portfolio. 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 fund operations and to initiate and complete its planned clinical and operational activities related to the product candidates and technologies that the Company recently acquired from Aquarius. The Company 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, 2015 would be sufficient to meet operating activities to March 2016. 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, 2014 with respect to this uncertainty. Subsequently, the Company held the final closing for its 2015 Private Placement and we expect that the net proceeds from the final closing together with the Company’s existing cash balances will be sufficient to fund operations through early 2016. See Note E for additional information regarding the 2015 Private Placement. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||
Mar. 31, 2015 | |||
Accounting Policies [Abstract] | |||
Significant Accounting Policies [Text Block] | NOTE C - Summary of Significant Accounting Policies | ||
[1] | Basis of Presentation | ||
The accompanying unaudited consolidated financial statements include the consolidated accounts of Matinas BioPharma Holdings Inc. (Holdings) and its wholly owned subsidiaries, Matinas BioPharma Inc. and Aquarius Biotechnologies Inc. the operational subsidiaries 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 unaudited 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, 2014, which are included in the Form 10-K filed with the SEC on March 31, 2015. In the opinion of management, the interim unaudited 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. | |||
Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for any future interim periods or for the year ending December 31, 2015. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2014. | |||
[2] | Use of Estimates | ||
The preparation of financial statements in conformity with U.S. GAAP 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, 2015, the Company’s cash balances exceeded the FDIC insurance limit. The Company has not experienced any losses in such accounts. | |||
[5] | Fixed Assets | ||
Fixed Assets are 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’s fixed assets 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, 2015. 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, 2013 and 2014 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] | 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, note payable and accrued expenses approximate fair value due to the short-term nature of these instruments. | |||
[9] | 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, 2015 and 2014 the number of shares issuable upon the exercise of stock options and warrants was 33,938,000 and 18,410,000, respectively. | |||
[10] | Revenue Recognition | ||
The Company recognizes revenue from the NIH contracts when the specified performance milestone is achieved. The milestones are analyzed and approved on a monthly basis through progress reports submitted by the Company. | |||
[11] | 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. | |||
[12] | Recent accounting pronouncements | ||
In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This ASU describes how an entity should assess its ability to meet obligations and sets rules for how this information should be disclosed in the financial statements. The standard provides accounting guidance that will be used along with existing auditing standards. The ASU is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted. The Corporation is in the process of evaluating the impact of this standard but does not expect this standard to have a material impact on the Corporation’s consolidated financial position or results of operation. | |||
In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in ASU 2015-03 are intended to simplify the presentation of debt issuance costs. These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. | |||
We are currently assessing the impact that this standard may have on our consolidated financial statements. | |||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company is carefully evaluating its existing revenue recognition practices to determine whether any contracts in the scope of the guidance will be affected by the new requirements. The new standard is effective for the Company on January 1, 2017. Early adoption is not permitted. However, on April 1, 2015, the FASB proposed a deferral of the effective date of ASU 2014-09 by one year. This would make ASU 2014-09 effective for the Company on January 1, 2018. If this proposal is approved, early adoption of ASU 2014-09 would be permitted effective January 1, 2017. ASU 2014-09 allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. The Company is currently evaluating the method of adoption and the potential impact the update may have on our financial position and results of operations. | |||
[13] | Business Combination | ||
The Company accounts for acquisitions using the acquisition method of accounting which requires the recognition of tangible and identifiable intangible assets acquired and liabilities assumed at their estimated fair values as of the business combination date. The Company allocates any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. Transaction costs are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company's operating results from the date of acquisition. | |||
The Company's intangible assets are comprised of acquired in-process research and development, or IPR&D. The fair value of IPR&D acquired through a business combination is capitalized as an indefinite-lived intangible asset until the completion or abandonment of the related research and development activities. IPR&D is tested for impairment annually or when events or circumstances indicate that the fair value may be below the carrying value of the asset. There was no impairment for the three months ended March 31, 2015. If and when research and development is complete, the associated assets would then be amortized over their estimated useful lives. | |||
[14] | Goodwill | ||
Goodwill, derived from the Company's acquisition of Aquarius, is reviewed for impairment on an annual basis or more frequently if events or circumstances indicate that it may be impaired. The Company's goodwill evaluation is based on both qualitative and quantitative assessments regarding the fair value of goodwill relative to its carrying value. In the event the Company determines that it is more likely than not the carrying value of the reporting unit is higher than its fair value, quantitative testing is performed comparing recorded values to estimated fair values. If impairment is present, the impairment loss is measured as the excess of the recorded goodwill over its implied fair value. The Company performs its annual evaluation of goodwill during the fourth quarter of each fiscal year. There was no impairment for the three months ended March 31, 2015. | |||
[15] | Contingent Consideration | ||
Contingent consideration arising from the acquisition of Aquarius is included as part of the purchase price and is recognized at fair value as of the acquisition date. Subsequent to the acquisition date, the Company measures contingent consideration arrangements at fair value for each period until the contingency is resolved. These changes in fair value are recognized in our consolidated statements of operations. Changes in fair values reflect new information about the likelihood of the payment of the contingent consideration and the passage of time. There was no change in the estimated fair value of the contingent consideration during the three-month period ended, March 31, 2015. | |||
[16] | Subsequent Events: | ||
The Company has evaluated subsequent events through the filing date of this 10Q, Refer to Note I regarding subsequent events. | |||
Acquisition_of_Aquarius_Biotec
Acquisition of Aquarius Biotechnologies, Inc. | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Business Combination Disclosure [Text Block] | NOTE D – Acquisition of Aquarius Biotechnologies, Inc. | ||||
On January 29, 2015, we entered into the Merger Agreement with Aquarius, Saffron Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ours (“Merger Sub”) and J. Carl Craft, as the stockholder representative. The merger contemplated by the Merger Agreement (the “Aquarius Merger”) became effective on January 29, 2015, following the satisfaction or waiver of the conditions described in the Merger Agreement, including approval of the transaction by 100% of Aquarius’ stockholders. Pursuant to the Aquarius Merger, the Merger Sub merged with and into Aquarius, with Aquarius surviving the merger as a wholly-owned subsidiary of ours. | |||||
Pursuant to the terms of the Merger Agreement, we were obligated to issue an aggregate of up to 5,000,000 shares of our Common Stock at closing, subject to adjustment as set forth in the Merger Agreement. At closing, we issued 4,608,020 shares (the “Closing Shares”) of our Common Stock as closing consideration. In addition, subject to our right of setoff for indemnification claims, we may issue up to an additional 3,000,000 shares (the “Additional Shares”) of our Common Stock upon the achievement of certain milestones. The milestone consideration consists of (i) 1,500,000 shares issuable upon the dosing of the first patient in a phase III trial sponsored by us for a product utilizing Aquarius’ proprietary cochleate delivery technology and (ii) 1,500,000 shares issuable upon FDA approval of the first NDA submitted by us for a product utilizing Aquarius’ proprietary cochleate delivery technology. | |||||
The transaction was accounted for as a business combination, and accordingly the Company has included the results of operations of Aquarius subsequent to the January 29, 2015 closing date. The transaction resulted in a significant amount of in-process research and development, goodwill and deferred tax liability on the balance sheet, as detailed below. | |||||
The acquisition-date fair value of the consideration transferred totaled $2,873,035 as of January 29, 2015 and consisted of the following items: | |||||
Fair value of 4,608,020 of common stock issued at a price per share of $0.46 as of January 29, 2015the closing date of the merger. | $ | 2,119,689 | |||
Fair value of potential Matinas common stock as contingent consideration that will be issued upon achieving certain future clinical milestone-(a) | 422,609 | ||||
Fair value of potential Matinas common stock as contingent consideration that will be issued upon achieving certain future regulatory milestone-(a) | 330,737 | ||||
Total consideration | $ | 2,873,035 | |||
(a)-Reflects recognition of the estimated fair value of the contingent consideration payable with issuance of Matinas common stock upon achievement of certain future clinical and regulatory milestones, the achievement of which is uncertain. The fair value of the additional shares were established by assigning probabilities and projected dates of positive outcome for the milestones and valuing the future issuance of the shares by using the Black-Scholes options pricing model to account for the uncertainty in the future value of the shares. The value of the shares as derived using the options pricing model were then weighted based on the probability of achieving the milestones to determine the fair market value of the additional shares. | |||||
The preliminary allocation of the total purchase price is described below based on the estimated fair value of the assets acquired and liabilities assumed on the date of the acquisition. Management is in the process of refining this allocation. | |||||
Cash | $ | 70,754 | |||
Contract/ Account receivable | 45,644 | ||||
Prepaid expenses and other current assets | 5,084 | ||||
Property and equipment, net | 5,051 | ||||
Other assets | 700 | ||||
In-process research and development-(b) | 3,017,377 | ||||
Total identifiable assets | 3,144,610 | ||||
Accounts payable | 300,413 | ||||
Notes payable-(d) | 10,000 | ||||
Accrued expenses | 92,509 | ||||
Total liabilities assumed | 402,922 | ||||
Net identifiable assets acquired | 2,741,688 | ||||
Goodwill-(c) | 1,384,674 | ||||
Deferred income taxes arising from basis differences of tax aspects of in-process research and development | -1,253,327 | ||||
Net assets acquired | $ | 2,873,035 | |||
(b)-The fair value of the in-process research and development asset was estimated on the basis of its replacement cost as determined by a buildup of the costs incurred to develop the technology as it existed as of the acquisition date resulting in a fair value of $3,017,377. The fair value of other assets and liabilities approximate their book value. | |||||
(c)-The Company allocated the purchase price to the net tangible and intangible assets based upon their estimated fair values at the Merger date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired has been recorded as goodwill including deferred tax liabilities resulting from the tax attributes of the in-process research and development (see Note C 14). | |||||
(d)- Aquarius issued a note for a loan that was made to a related party. Interest on note is calculated using the applicable federal rate for midterm loans. Since the note has no specified repayment terms, it is considered a current liability. | |||||
2015_Private_Placement_Funding
2015 Private Placement Funding (2015 Private Placement [Member]) | 3 Months Ended |
Mar. 31, 2015 | |
2015 Private Placement [Member] | |
2015 Private Placement Funding [Line Items] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE E – 2015 Private Placement Funding |
The Company had two closings for a private placement, the first one on March 31, 2015 and the second one on April 10, 2015. The transactions associated with the first closing on March 31, 2015 are included in our March 31, 2015 Financial Statements. | |
This private placement offered to accredited investors (the “Offering”) of the Company’s units (the “Units”) at a price of $0.50 per Unit, with each Unit consisting of: (i) one share of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and (ii) a five-year warrant to purchase one share of Common Stock at an exercise price of $0.75 per share (“Warrants”). The Warrants are callable by the Company following the effectiveness of the registration statement covering the resale of the shares of Common Stock underlying the Warrants if the closing bid price for the Company’s Common Stock is at or above $3.00 per share for the twenty (20) consecutive trading days immediately prior to such a call and provided that the registration statement is current at the time. | |
In connection with the Offering, the Company also entered into definitive subscription agreements (the “Subscription Agreements”) with accredited investors (the “Investors”) and issued an aggregate of 20,000,000 Units in the Offering, consisting of an aggregate of 20,000,000 shares of Common Stock and Warrants to purchase an aggregate 20,000,000 shares of Common Stock for aggregate gross proceeds to the Company of $10,000,000. As of March 31, 2015 (the first closing), the Company received $ 4,937,500 in gross proceeds, netting $ 4,282,734 after paying expenses associated with the Offering. | |
In addition, the Company entered into a Registration Rights Agreement with the Investors pursuant to which the Company has granted the Investors certain registration rights requiring the Company, within sixty (60) days following the Final Closing of the Offering, to file a registration statement with the Securities and Exchange Commission covering the resale by the Investors of the shares of Common Stock and shares of Common Stock underlying the Warrants issued in the Offering. The Subscription Agreements also contain customary representations, warranties and agreements. The net proceeds to the Company from the Offering, after deducting the placement agent fees described below and other estimated Offering expenses, were approximately $8.5 million at April 10, 2015. The Company intends to use the net proceeds from this offering to fund research and development and for working capital and general corporate purposes. | |
The Company entered into a Placement Agency Agreement with Aegis Capital Corp. pursuant to which Aegis acted as the Company’s exclusive placement agent (the “Placement Agent”) for the Offering. Immediately prior to the Offering, the Placement Agent and its affiliates beneficially owned an aggregate of more than 10% of our outstanding equity securities. In addition, Adam Stern, Head of Private Equity Banking at Aegis, is a member of the Company’s board of directors. Pursuant to the terms of the Placement Agency Agreement, in connection with the Offering, the Company paid the Placement Agent an aggregate cash fee of $1,000,000 and non-accountable expense allowance of $300,000 through April 2015 and issued to the Placement Agent and its designees warrants (substantially similar to the Warrants) to purchase 2,000,000 shares of Common Stock at $0.50 per share and additional warrants to purchase 2,000,000 shares of Common Stock at $0.75 per share. In addition, the Company has agreed to engage the Placement Agent as our warrant solicitation agent in the event the 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. | |
Registration Rights Agreement | |
In connection with the 2015 Private Placement, the Company entered into a registration rights agreement with the investors in the 2015 Private Placement. Pursuant to the terms of the registration rights agreement, the Company is required to file with the SEC, no later than June 9, 2015 (the “Filing Deadline”), a registration statement covering the resale of the shares of common stock and the shares of common stock underlying the warrants sold in the 2015 Private Placement. The Company is also required to use commercially reasonable efforts to have the registration statement declared effective within one hundred and twenty (120) days after the registration statement is filed with the SEC (the “Effectiveness Deadline”). If the Registration Statement is not filed on or before the Filing Deadline or not declared effective on or before the Effectiveness Deadline, the Company shall pay to each holder of registerable securities purchased in the 2015 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 Filing Deadline or Effectiveness Deadline failure until such failure is cured. The payment amount shall be prorated for partial thirty (30) day periods. The maximum aggregate amount of payments to be made by the Company as the result of such failures, whether by reason of a Filing Deadline failure, Effectiveness Deadline failure or any combination thereof, shall be an amount equal to 6% of each holder’s investment amount. Notwithstanding the foregoing, no payments shall be owed with respect to any period during which all of the holder’s registerable securities may be sold by such holder without restriction under Rule 144. The Company is required to keep the registration statement continuously effective under the Securities Act of 1933, as amended (the “Securities Act”), for a period of one year from the date it is declared effective by the SEC or for such shorter period ending on the earlier of the date when all the registerable securities covered by the registration statement have been sold or such time as all of the registerable securities covered by the registration statement can be sold under Rule 144 without any volume limitations (the “Effectiveness Period”). | |
STOCK_HOLDERS_EQUITY
STOCK HOLDERS EQUITY (Warrant [Member]) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Warrant [Member] | |||||
Stockholders' Equity Note Disclosure [Text Block] | NOTE F - Stock Holders Equity | ||||
Warrants | |||||
As of March 31, 2015, the Company had outstanding warrants to purchase an aggregate of 27,100,000 shares of common stock at exercise prices ranging from $0.50 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 issued prior to March 31, 2015, 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 2013 Investor Warrants for redemption, if it also calls all other warrants issued prior to March 31, 2015 for redemption on the terms described above. The Company may call the Warrants issued in the 2015 Private Placement, other than the Placement Agent Warrants, at any time the common stock trades above $3.00 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. | |||||
The Placement Agent Warrants do not have a redemption feature. Such term is an embedded contingent feature and within the control of the Company, and does not require bifurcation. | |||||
A summary of equity warrants outstanding as of March 31, 2015 is presented below, all of which are fully vested. | |||||
Shares | |||||
July 11, 2013 formation of Holdings, 4,000,000 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 | ||||
March 31, 2015 Warrants: | 9,875,000 | ||||
March 31, 2015 first close of Private Placement, 9,875,0000 warrants issued, terms 5 years, exercisable at $0.75 | |||||
March 31, 2015, Placement Agent Warrants, 987,500 issued, terms 5 years, exercisable at $0.75 | 987,500 | ||||
March 31, 2015, Placement Agent Warrants, 987,500 issued, terms 5 years, exercisable at $ 0.50 | 987,500 | ||||
Total Warrants Outstanding at March 31,2015 | 27,100,000 | ||||
STOCK_BASED_COMPENSATION
STOCK BASED COMPENSATION | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE G - Stock Based Compensation | |||||||||||
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. | ||||||||||||
With the approval of the Board of Directors and majority Shareholders, effective May 8, 2014, the Plan was amended and restated. The amendment provides for an automatic increase in the number of shares of Common Stock available for issuance under the Plan each January (with Board approval), commencing January 1, 2015 in an amount up to four percent (4%) of the total number of shares of Common Stock outstanding on the preceding December 31st. | ||||||||||||
The Company recognized stock-based compensation expense in its consolidated statements of operations as follows ($ in thousands): | ||||||||||||
Three Months Ended | ||||||||||||
March 31, | ||||||||||||
2015 | 2014 | |||||||||||
Research and Development | $ | 202 | $ | 55 | ||||||||
General and Administrative | 131 | 219 | ||||||||||
Total | $ | 333 | $ | 274 | ||||||||
Stock Incentive Plans: | ||||||||||||
The following table contains information about the Company’s stock plan at March 31, 2015: | ||||||||||||
Awards | Awards | |||||||||||
Reserved | ||||||||||||
for | Awards | Available | ||||||||||
Issuance | Issued | for Grant | ||||||||||
2013 Equity Compensation Plan | 9,541,706 | 7,130,650 | * | 2,411,056 | ||||||||
* includes both stock grants and option grants | ||||||||||||
The following table summarizes the Company’s stock option activity and related information for the period from December 31, 2014 to March 31, 2015: | ||||||||||||
Weighted | ||||||||||||
Number of | average | |||||||||||
Options | Exercise Price | |||||||||||
Outstanding at December 31, 2014 | 5,353,417 | $ | 1.05 | |||||||||
Granted | 1,530,000 | 0.45 | ||||||||||
Exercised | - | N/A | ||||||||||
Forfeited | -45,417 | 0.94 | ||||||||||
Expired | 0 | $ | ||||||||||
Outstanding at March 31, 2015 | 6,838,000 | $ | 0.92 | |||||||||
As of March 31, 2015, the number of vested shares underlying outstanding options was 2,868,389 at a weighted average exercise price of $1.03. The aggregate intrinsic value of in the-money options outstanding as of March 31, 2015 was $0.9 million. The aggregate intrinsic value is calculated as the difference between the Company’s closing stock price of $0.55 on March 31, 2015, and the exercise price of options, multiplied by the number of options. As of March 31, 2015, there was $2.1 million of total unrecognized share-based compensation. Such costs are expected to be recognized over a weighted average period of approximately 1.9 years. | ||||||||||||
COMMITMENTS
COMMITMENTS | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies Disclosure [Text Block] | NOTE H - Commitments | ||||
Security Deposit | |||||
The Company was obligated to provide a security deposit of $300,000 to obtain lease space. Starting June 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 which started June, 2014 at a monthly rent of $12,723, increasing to approximately $14,200 per month toward the end of the term. The Company records rent expense on a straight-line basis. | |||||
In December of 2014, the Company entered into an agreement to lease laboratory space for one year starting January 1, 2015 in Monmouth Junction, New Jersey at a monthly rent of $2,175. | |||||
Listed below is a summary of future lease rental payments as of March 31, 2015: | |||||
Lease | |||||
Commitments | |||||
2015 | 135,792 | ||||
2016 | 157,321 | ||||
2017 | 160,257 | ||||
2018 | 163,193 | ||||
2019 and beyond | 406147 | ||||
Total future minimum lease payments | $ | 1,022,710 | |||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE I – Subsequent Events |
The Company completed the 2015 Private Placement in April 2015, raising gross proceeds of $ 10 million. The second and final closing was on April 10, 2015, at which the Company sold, net of cancelations, 10,125,000 units, with each unit consisting of one share of common stock and a five-year warrant to purchase one share of common stock at an exercise price of $0.75 per share, for gross proceeds of approximately $ 5.1 million.. The transactions related to the second close will be reflected in our financial statements as of and for the period ended June 30, 2015. Please see Note E for a description of the 2015 Private Placement.. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||
Mar. 31, 2015 | |||
Accounting Policies [Abstract] | |||
Basis of Accounting, Policy [Policy Text Block] | [1] | Basis of Presentation | |
The accompanying unaudited consolidated financial statements include the consolidated accounts of Matinas BioPharma Holdings Inc. (Holdings) and its wholly owned subsidiaries, Matinas BioPharma Inc. and Aquarius Biotechnologies Inc. the operational subsidiaries 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 unaudited 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, 2014, which are included in the Form 10-K filed with the SEC on March 31, 2015. In the opinion of management, the interim unaudited 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. | |||
Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for any future interim periods or for the year ending December 31, 2015. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2014. | |||
Use of Estimates, Policy [Policy Text Block] | [2] | Use of Estimates | |
The preparation of financial statements in conformity with U.S. GAAP 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, 2015, 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] | Fixed Assets | |
Fixed Assets are 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’s fixed assets 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, 2015. 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, 2013 and 2014 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 Measurement, Policy [Policy Text Block] | [8] | 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, note payable and accrued expenses approximate fair value due to the short-term nature of these instruments. | |||
Earnings Per Share, Policy [Policy Text Block] | [9] | 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, 2015 and 2014 the number of shares issuable upon the exercise of stock options and warrants was 33,938,000 and 18,410,000, respectively. | |||
Revenue Recognition, Policy [Policy Text Block] | [10] | Revenue Recognition | |
The Company recognizes revenue from the NIH contracts when the specified performance milestone is achieved. The milestones are analyzed and approved on a monthly basis through progress reports submitted by the Company.. | |||
Research and Development Expense, Policy [Policy Text Block] | [11] | 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. | |||
New Accounting Pronouncements, Policy [Policy Text Block] | [12] | Recent accounting pronouncements | |
In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” This ASU describes how an entity should assess its ability to meet obligations and sets rules for how this information should be disclosed in the financial statements. The standard provides accounting guidance that will be used along with existing auditing standards. The ASU is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted. The Corporation is in the process of evaluating the impact of this standard but does not expect this standard to have a material impact on the Corporation’s consolidated financial position or results of operation. | |||
In April 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in ASU 2015-03 are intended to simplify the presentation of debt issuance costs. These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. | |||
We are currently assessing the impact that this standard may have on our consolidated financial statements. | |||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which will supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company is carefully evaluating its existing revenue recognition practices to determine whether any contracts in the scope of the guidance will be affected by the new requirements. The new standard is effective for the Company on January 1, 2017. Early adoption is not permitted. However, on April 1, 2015, the FASB proposed a deferral of the effective date of ASU 2014-09 by one year. This would make ASU 2014-09 effective for the Company on January 1, 2018. If this proposal is approved, early adoption of ASU 2014-09 would be permitted effective January 1, 2017. ASU 2014-09 allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. The Company is currently evaluating the method of adoption and the potential impact the update may have on our financial position and results of operations. | |||
Business Combinations Policy [Policy Text Block] | [13] | Business Combination | |
The Company accounts for acquisitions using the acquisition method of accounting which requires the recognition of tangible and identifiable intangible assets acquired and liabilities assumed at their estimated fair values as of the business combination date. The Company allocates any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed to goodwill. Transaction costs are expensed as incurred in general and administrative expenses. Results of operations and cash flows of acquired companies are included in the Company's operating results from the date of acquisition. | |||
The Company's intangible assets are comprised of acquired in-process research and development, or IPR&D. The fair value of IPR&D acquired through a business combination is capitalized as an indefinite-lived intangible asset until the completion or abandonment of the related research and development activities. IPR&D is tested for impairment annually or when events or circumstances indicate that the fair value may be below the carrying value of the asset. There was no impairment for the three months ended March 31, 2015. If and when research and development is complete, the associated assets would then be amortized over their estimated useful lives. | |||
Goodwill and Intangible Assets, Policy [Policy Text Block] | [14] | Goodwill | |
Goodwill, derived from the Company's acquisition of Aquarius, is reviewed for impairment on an annual basis or more frequently if events or circumstances indicate that it may be impaired. The Company's goodwill evaluation is based on both qualitative and quantitative assessments regarding the fair value of goodwill relative to its carrying value. In the event the Company determines that it is more likely than not the carrying value of the reporting unit is higher than its fair value, quantitative testing is performed comparing recorded values to estimated fair values. If impairment is present, the impairment loss is measured as the excess of the recorded goodwill over its implied fair value. The Company performs its annual evaluation of goodwill during the fourth quarter of each fiscal year. There was no impairment for the three months ended March 31, 2015. | |||
Business Combination, Contingent Consideration, Liability [Policy Text Block] | [15] | Contingent Consideration | |
Contingent consideration arising from the acquisition of Aquarius is included as part of the purchase price and is recognized at fair value as of the acquisition date. Subsequent to the acquisition date, the Company measures contingent consideration arrangements at fair value for each period until the contingency is resolved. These changes in fair value are recognized in our consolidated statements of operations. Changes in fair values reflect new information about the likelihood of the payment of the contingent consideration and the passage of time. There was no change in the estimated fair value of the contingent consideration during the three-month period ended, March 31, 2015. | |||
Subsequent Events, Policy [Policy Text Block] | [16] | Subsequent Events: | |
The Company has evaluated subsequent events through the filing date of this 10Q, Refer to Note I regarding subsequent events. | |||
Acquisition_of_Aquarius_Biotec1
Acquisition of Aquarius Biotechnologies, Inc. (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
Business Combinations [Abstract] | |||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The acquisition-date fair value of the consideration transferred totaled $2,873,035 as of January 29, 2015 and consisted of the following items: | ||||
Fair value of 4,608,020 of common stock issued at a price per share of $0.46 as of January 29, 2015the closing date of the merger. | $ | 2,119,689 | |||
Fair value of potential Matinas common stock as contingent consideration that will be issued upon achieving certain future clinical milestone-(a) | 422,609 | ||||
Fair value of potential Matinas common stock as contingent consideration that will be issued upon achieving certain future regulatory milestone-(a) | 330,737 | ||||
Total consideration | $ | 2,873,035 | |||
(a)-Reflects recognition of the estimated fair value of the contingent consideration payable with issuance of Matinas common stock upon achievement of certain future clinical and regulatory milestones, the achievement of which is uncertain. | |||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The preliminary allocation of the total purchase price is described below based on the estimated fair value of the assets acquired and liabilities assumed on the date of the acquisition. Management is in the process of refining this allocation. | ||||
Cash | $ | 70,754 | |||
Contract/ Account receivable | 45,644 | ||||
Prepaid expenses and other current assets | 5,084 | ||||
Property and equipment, net | 5,051 | ||||
Other assets | 700 | ||||
In-process research and development-(b) | 3,017,377 | ||||
Total identifiable assets | 3,144,610 | ||||
Accounts payable | 300,413 | ||||
Notes payable-(d) | 10,000 | ||||
Accrued expenses | 92,509 | ||||
Total liabilities assumed | 402,922 | ||||
Net identifiable assets acquired | 2,741,688 | ||||
Goodwill-(c) | 1,384,674 | ||||
Deferred income taxes arising from basis differences of tax aspects of in-process research and development | -1,253,327 | ||||
Net assets acquired | $ | 2,873,035 | |||
(b)-The fair value of the in-process research and development asset was estimated on the basis of its replacement cost as determined by a buildup of the costs incurred to develop the technology as it existed as of the acquisition date resulting in a fair value of $3,017,377. The fair value of other assets and liabilities approximate their book value. | |||||
(c)-The Company allocated the purchase price to the net tangible and intangible assets based upon their estimated fair values at the Merger date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired has been recorded as goodwill including deferred tax liabilities resulting from the tax attributes of the in-process research and development (see Note C 14). | |||||
(d)- Aquarius issued a note for a loan that was made to a related party. Interest on note is calculated using the applicable federal rate for midterm loans. Since the note has no specified repayment terms, it is considered a current liability. | |||||
STOCK_HOLDERS_EQUITY_Tables
STOCK HOLDERS EQUITY (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
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, 2015 is presented below, all of which are fully vested. | ||||
Shares | |||||
July 11, 2013 formation of Holdings, 4,000,000 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 | ||||
March 31, 2015 Warrants: | 9,875,000 | ||||
March 31, 2015 first close of Private Placement, 9,875,0000 warrants issued, terms 5 years, exercisable at $0.75 | |||||
March 31, 2015, Placement Agent Warrants, 987,500 issued, terms 5 years, exercisable at $0.75 | 987,500 | ||||
March 31, 2015, Placement Agent Warrants, 987,500 issued, terms 5 years, exercisable at $ 0.50 | 987,500 | ||||
Total Warrants Outstanding at March 31,2015 | 27,100,000 | ||||
STOCK_BASED_COMPENSATION_Table
STOCK BASED COMPENSATION (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2015 | ||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | The Company recognized stock-based compensation expense in its consolidated statements of operations as follows ($ in thousands): | |||||||||||
Three Months Ended | ||||||||||||
March 31, | ||||||||||||
2015 | 2014 | |||||||||||
Research and Development | $ | 202 | $ | 55 | ||||||||
General and Administrative | 131 | 219 | ||||||||||
Total | $ | 333 | $ | 274 | ||||||||
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | The following table contains information about the Company’s stock plan at March 31, 2015: | |||||||||||
Awards | Awards | |||||||||||
Reserved | ||||||||||||
for | Awards | Available | ||||||||||
Issuance | Issued | for Grant | ||||||||||
2013 Equity Compensation Plan | 9,541,706 | 7,130,650 | * | 2,411,056 | ||||||||
* includes both stock grants and option grants | ||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes the Company’s stock option activity and related information for the period from December 31, 2014 to March 31, 2015: | |||||||||||
Weighted | ||||||||||||
Number of | average | |||||||||||
Options | Exercise Price | |||||||||||
Outstanding at December 31, 2014 | 5,353,417 | $ | 1.05 | |||||||||
Granted | 1,530,000 | 0.45 | ||||||||||
Exercised | - | N/A | ||||||||||
Forfeited | -45,417 | 0.94 | ||||||||||
Expired | 0 | $ | ||||||||||
Outstanding at March 31, 2015 | 6,838,000 | $ | 0.92 | |||||||||
COMMITMENTS_Tables
COMMITMENTS (Tables) | 3 Months Ended | ||||
Mar. 31, 2015 | |||||
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, 2015: | ||||
Lease | |||||
Commitments | |||||
2015 | 135,792 | ||||
2016 | 157,321 | ||||
2017 | 160,257 | ||||
2018 | 163,193 | ||||
2019 and beyond | 406147 | ||||
Total future minimum lease payments | $ | 1,022,710 | |||
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 |
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 |
Going_Concern_and_Plan_of_Oper1
Going Concern and Plan of Operations (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Going Concern And Plan Of Operation [Line Items] | ||||
Deficit accumulated during development stage | ($16,621,875) | ($14,051,764) | ||
Net loss | ($2,570,111) | ($2,139,024) | ($10,221,045) | ($3,713,127) |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 33,938,000 | 18,410,000 |
Maximum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Minimum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years |
Acquisition_of_Aquarius_Biotec2
Acquisition of Aquarius Biotechnologies, Inc. (Details) (Aquarius Biotechnologies, Inc. [Member], USD $) | 1 Months Ended | |
Jan. 29, 2015 | ||
Aquarius Biotechnologies, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of 4,608,020 of common stock issued at a price per share of $0.46 as of January 29, 2015the closing date of the merger. | $2,119,689 | |
Fair value of potential Matinas common stock as contingent consideration that will be issued upon achieving certain future clinical milestone | 422,609 | [1] |
Fair value of potential Matinas common stock as contingent consideration that will be issued upon achieving certain future regulatory milestone | 330,737 | [1] |
Total consideration | $2,873,035 | |
[1] | Reflects recognition of the estimated fair value of the contingent consideration payable with issuance of Matinas common stock upon achievement of certain future clinical and regulatory milestones, the achievement of which is uncertain. |
Acquisition_of_Aquarius_Biotec3
Acquisition of Aquarius Biotechnologies, Inc. (Details 1) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Jan. 29, 2015 | |
Business Acquisition [Line Items] | ||||
Goodwill | $1,384,674 | $0 | ||
Aquarius Biotechnologies, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash | 70,754 | |||
Contract/ Account receivable | 45,644 | |||
Prepaid expenses and other current assets | 5,084 | |||
Property and equipment, net | 5,051 | |||
Other assets | 700 | |||
In-process research and development | 3,017,377 | [1] | ||
Total identifiable assets | 3,144,610 | |||
Accounts payable | 300,413 | |||
Notes payable | 10,000 | [2] | ||
Accrued expenses | 92,509 | |||
Total liabilities assumed | 402,922 | |||
Net identifiable assets acquired | 2,741,688 | |||
Goodwill | 1,384,674 | [3] | ||
Deferred income taxes arising from basis differences of tax aspects of in-process research and development | -1,253,327 | |||
Net assets acquired | $2,873,035 | |||
[1] | The fair value of the in-process research and development asset was estimated on the basis of its replacement cost as determined by a buildup of the costs incurred to develop the technology as it existed as of the acquisition date resulting in a fair value of $3,017,377. The fair value of other assets and liabilities approximate their book value. | |||
[2] | Aquarius issued a note for a loan that was made to a related party. Interest on note is calculated using the applicable federal rate for midterm loans. Since the note has no specified repayment terms, it is considered a current liability. | |||
[3] | The Company allocated the purchase price to the net tangible and intangible assets based upon their estimated fair values at the Merger date. The excess of the purchase price over the estimated fair values of the net tangible and intangible assets acquired has been recorded as goodwill including deferred tax liabilities resulting from the tax attributes of the in-process research and development (see Note C 14). |
Acquisition_of_Aquarius_Biotec4
Acquisition of Aquarius Biotechnologies, Inc. (Details Textual) (Aquarius Biotechnologies, Inc. [Member], USD $) | 1 Months Ended |
Jan. 29, 2015 | |
Aquarius Biotechnologies, Inc. [Member] | |
Business Acquisition [Line Items] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 4,608,020 |
Business Acquisition, Share Price | $0.46 |
Business Combination, Contingent Consideration, Upon Achieving Certain Future Clinical Milestone, Number of Shares Issuable | 5,000,000 |
Business Combination, Contingent Consideration, Upon Achieving Certain Future Regulatory Milestone, Number of Shares Issuable | 3,000,000 |
Milestone Consideration Description | (i) 1,500,000 shares issuable upon the dosing of the first patient in a phase III trial sponsored by us for a product utilizing Aquarius’ proprietary cochleate delivery technology and (ii) 1,500,000 shares issuable upon FDA approval of the first NDA submitted by us for a product utilizing Aquarius’ proprietary cochleate delivery technology. |
2015_Private_Placement_Funding1
2015 Private Placement Funding (Details Textual) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Private Placement Funding [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | |
Effectiveness Of Registration Statement Description | If the Registration Statement is not filed on or before the Filing Deadline or not declared effective on or before the Effectiveness Deadline, the Company shall pay to each holder of registerable securities purchased in the 2015 Private Placement an amount in cash equal to one-half of one percent (0.5%) of such holders investment amount on every thirty (30) day anniversary of such Filing Deadline or Effectiveness Deadline failure until such failure is cured. The payment amount shall be prorated for partial thirty (30) day periods. The maximum aggregate amount of payments to be made by the Company as the result of such failures, whether by reason of a Filing Deadline failure, Effectiveness Deadline failure or any combination thereof, shall be an amount equal to 6% of each holders investment amount. | ||
Proceeds from Issuance of Common Stock | $4,937,500 | $0 | |
Proceeds from Issuance of Common Stock, Net | 4,282,734 | ||
Warrant [Member] | |||
Private Placement Funding [Line Items] | |||
Number Of Units Issued In Offering | 20,000,000 | ||
Minimum [Member] | |||
Private Placement Funding [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.50 | ||
2015 Private Placement [Member] | |||
Private Placement Funding [Line Items] | |||
Share Price | $0.50 | ||
Common Stock, Par or Stated Value Per Share | $0.00 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.75 | ||
Warrant To Purchase Common Stock Period | 5 years | ||
Number Of Units Issued In Offering | 20,000,000 | ||
Payments for Repurchase of Common Stock | 10,000,000 | ||
Deferred Offering Costs | 8,500,000 | ||
Placement Agent Fees | 1,000,000 | ||
Non Accountable Expense Allowance | $300,000 | ||
Warrant Solicitation Fee Percentage | 5.00% | ||
2015 Private Placement [Member] | Exercise Price One [Member] | |||
Private Placement Funding [Line Items] | |||
Warrants Issued For Purchase Of Common Stock | 2,000,000 | ||
Investment Warrants, Exercise Price | $0.50 | ||
2015 Private Placement [Member] | Exercise Price Two [Member] | |||
Private Placement Funding [Line Items] | |||
Warrants Issued For Purchase Of Common Stock | 2,000,000 | ||
Investment Warrants, Exercise Price | $0.75 | ||
2015 Private Placement [Member] | Minimum [Member] | |||
Private Placement Funding [Line Items] | |||
Closing Bid Price Of Common Stock | $3 |
STOCK_HOLDERS_EQUITY_Details
STOCK HOLDERS EQUITY (Details) | Mar. 31, 2015 |
Stock Holders Equity [Line Items] | |
Total Warrants Outstanding | 27,100,000 |
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 |
March 31, 2015 Issue 1 [Member] | |
Stock Holders Equity [Line Items] | |
Total Warrants Outstanding | 9,875,000 |
March 31, 2015 Issue 2 [Member] | |
Stock Holders Equity [Line Items] | |
Total Warrants Outstanding | 987,500 |
March 31, 2015 Issue 3 [Member] | |
Stock Holders Equity [Line Items] | |
Total Warrants Outstanding | 987,500 |
STOCK_HOLDERS_EQUITY_Details_T
STOCK HOLDERS EQUITY (Details Textual) (USD $) | 0 Months Ended | 2 Months Ended | 0 Months Ended | 3 Months Ended |
Jul. 11, 2013 | Aug. 31, 2013 | Jul. 30, 2013 | Mar. 31, 2015 | |
Stock Holders Equity [Line Items] | ||||
Class of Warrant or Right, Outstanding | 27,100,000 | |||
July 11, 2013 Issue 1 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Class of Warrant or Right, Outstanding | 4,000,000 | |||
July 11, 2013 Issue 2 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Class of Warrant or Right, Outstanding | 1,000,000 | |||
July And August, 2013 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Class of Warrant or Right, Outstanding | 7,500,000 | |||
July 30, 2013 Issue 1 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Class of Warrant or Right, Outstanding | 750,000 | |||
July 30, 2013 Issue 2 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Class of Warrant or Right, Outstanding | 1,500,000 | |||
July 30, 2013 Issue 3 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Class of Warrant or Right, Outstanding | 500,000 | |||
March 31, 2015 Issue 1 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Class of Warrant or Right, Outstanding | 9,875,000 | |||
March 31, 2015 Issue 2 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Class of Warrant or Right, Outstanding | 987,500 | |||
March 31, 2015 Issue 3 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Class of Warrant or Right, Outstanding | 987,500 | |||
Adam Stern [Member] | July 11, 2013 Issue 1 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Warrants Maturity Term | 5 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $2 | |||
Class of Warrant or Right, Outstanding | 250,000 | |||
Matinas BioPharma Inc [Member] | July 11, 2013 Issue 2 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Warrants Maturity Term | 5 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $2 | |||
Private Placement Agent [Member] | July And August, 2013 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Warrants Maturity Term | 5 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $2 | |||
Private Placement Agent [Member] | July 30, 2013 Issue 1 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Warrants Maturity Term | 5 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $2 | |||
Private Placement Agent [Member] | July 30, 2013 Issue 2 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Warrants Maturity Term | 5 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $1 | |||
Private Placement Agent [Member] | March 31, 2015 Issue 1 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Warrants Maturity Term | 5 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.75 | |||
Mr.Herb Conrad [Member] | July 30, 2013 Issue 3 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Warrants Maturity Term | 5 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $2 | |||
Class of Warrant or Right, Outstanding | 20,000 | |||
Placement Agent [Member] | March 31, 2015 Issue 2 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Warrants Maturity Term | 5 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.75 | |||
Issuance Of Warrants Description | The Company may call the Warrants issued prior to March 31, 2015, 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 | |||
Placement Agent [Member] | March 31, 2015 Issue 3 [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Warrants Maturity Term | 5 years | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.50 | |||
Issuance Of Warrants Description | The Company may call the Warrants issuedin the 2015 Private Placement, other than the Placement Agent Warrants, at any time the common stock trades above $3.00 for twenty (20) consecutive days following the effectiveness of the registration statement covering the resale of the shares of common stock underlying the Warrants | |||
Maximum [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $2 | |||
Minimum [Member] | ||||
Stock Holders Equity [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.50 |
STOCK_BASED_COMPENSATION_Detai
STOCK BASED COMPENSATION (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based Compensation Expense | $333 | $274 |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based Compensation Expense | 202 | 55 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Allocated Share-based Compensation Expense | $131 | $219 |
STOCK_BASED_COMPENSATION_Detai1
STOCK BASED COMPENSATION (Details 1) (2013 Equity Compensation Plan [Member]) | 3 Months Ended | |
Mar. 31, 2015 | ||
2013 Equity Compensation Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards Reserved for Issuance | 9,541,706 | |
Awards Issued | 7,130,650 | [1] |
Awards Available for Grant | 2,411,056 | |
[1] | includes both stock grants and option grants |
STOCK_BASED_COMPENSATION_Detai2
STOCK BASED COMPENSATION (Details 2) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding at Beginning, Number of Options | 5,353,417 |
Granted, Number of Options | 1,530,000 |
Exercised, Number of Options | 0 |
Forfeited, Number of Options | -45,417 |
Expired, Number of Options | 0 |
Outstanding at Ending, Number of Options | 6,838,000 |
Outstanding at Beginning, Weighted average Excercise Price (in dollars per share) | $1.05 |
Granted, Weighted average Excercise Price (in dollars per share) | $0.45 |
Exercised, Weighted average Excercise Price (in dollars per share) | $0 |
Forfeited, Weighted average Excercise Price (in dollars per share) | $0.94 |
Outstanding at Ending, Weighted average Excercise price (in dollars per share) | $0.92 |
STOCK_BASED_COMPENSATION_Detai3
STOCK BASED COMPENSATION (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | 8-May-14 | Mar. 31, 2015 | Aug. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 8,250,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 4.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award Increase of Shares Offering Date | 1-Jan-15 | ||
Employee Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 2,868,389 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value | $1.03 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $0.90 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $0.55 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $2.10 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 10 months 24 days |
COMMITMENTS_Details
COMMITMENTS (Details) (USD $) | Mar. 31, 2015 |
Future Lease Rental Payment [Line Items] | |
2015 | $135,792 |
2016 | 157,321 |
2017 | 160,257 |
2018 | 163,193 |
2019 and beyond | 406,147 |
Total future minimum lease payments | $1,022,710 |
COMMITMENTS_Details_Textual
COMMITMENTS (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2014 | Nov. 01, 2013 | Mar. 31, 2015 | |
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 | $12,723 | $2,175 | |
Security Deposits Reduced By Straight Line Basis Description | Starting June 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. |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 3 Months Ended | 1 Months Ended | 0 Months Ended |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2015 | Apr. 30, 2015 | Apr. 10, 2015 |
2015 Private Placement [Member] | |||
Subsequent Event [Line Items] | |||
Number Of Units Issued In Offering | 20,000,000 | ||
Warrant To Purchase Common Stock Period | 5 years | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.75 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from Issuance of Private Placement | $10 | ||
Subsequent Event [Member] | 2015 Private Placement [Member] | |||
Subsequent Event [Line Items] | |||
Number Of Units Issued In Offering | 10,125,000 | ||
Warrant To Purchase Common Stock Period | 5 years | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.75 | ||
Second Closing [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from Issuance of Private Placement | $5.10 |