Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 11, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Matinas BioPharma Holdings, Inc. | |
Entity Central Index Key | 1,582,554 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | MTNB | |
Entity Common Stock, Shares Outstanding | 58,048,412 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 6,219,641 | $ 3,226,997 |
Restricted cash | 55,583 | 100,326 |
Prepaid expenses | 254,005 | 231,797 |
Total current assets | 6,529,229 | 3,559,120 |
Equipment - net | 368,822 | 377,723 |
In-process research and development | 3,017,377 | 3,017,377 |
Goodwill | 1,336,488 | 1,336,488 |
Other assets, including long term security deposit | 54,844 | 115,370 |
TOTAL ASSETS | 11,306,760 | 8,406,078 |
CURRENT LIABILITIES | ||
Accounts payable | 209,463 | 497,842 |
Note payable | 188,873 | 0 |
Accrued expenses | 941,334 | 610,206 |
Deferred rent liability | 11,226 | 9,225 |
Lease liability | 9,743 | 11,261 |
Total current liabilities | 1,360,639 | 1,128,534 |
LONG TERM LIABILITIES | ||
Deferred tax liability | 1,205,141 | 1,205,141 |
Lease liability - net of current portion | 19,004 | 0 |
TOTAL LIABILITIES | 2,584,784 | 2,333,675 |
STOCKHOLDERS' EQUITY | ||
Convertible preferred stock, stated value $5.00 per share, 1,600,000 and 0 shares issued and outstanding as of September 30, 2016 and December 31, 2015 respectively (liquidation preference - $12,393,809 at September 30, 2016) Net of issuance costs. | 6,086,350 | 0 |
Common stock par value $ 0.0001 per share, 250,000,000 and 250,000,000 shares authorized at September 30, 2016 and December 31, 2015, respectively; 57,919,709 issued and outstanding as of September 30, 2016; 57,180,148 issued and outstanding as of December 31, 2015 | 5,793 | 5,719 |
Additional paid in capital | 35,917,737 | 29,253,848 |
Accumulated deficit | (33,287,904) | (23,187,164) |
Total stockholders' equity | 8,721,976 | 6,072,403 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 11,306,760 | $ 8,406,078 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets [Parenthetical] - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 5 | $ 0 |
Preferred Stock, Shares Issued | 1,600,000 | 0 |
Preferred Stock, Shares Outstanding | 1,600,000 | 0 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 250,000,000 | 250,000,000 |
Common Stock, Shares, Issued | 57,919,709 | 57,180,148 |
Common Stock, Shares, Outstanding | 57,919,709 | 57,180,148 |
Preferred Stock, Liquidation Preference, Value | $ 12,393,809 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue: | ||||
Contract research revenue | $ 0 | $ 59,858 | $ 0 | $ 194,494 |
Costs and Expenses: | ||||
Research and development | 835,308 | 879,196 | 2,399,595 | 3,682,336 |
General and administrative | 999,803 | 1,339,430 | 3,293,233 | 3,641,337 |
Total costs and expenses | 1,835,111 | 2,218,626 | 5,692,828 | 7,323,673 |
Loss from operations | (1,835,111) | (2,158,768) | (5,692,828) | (7,129,179) |
Other income/(expense), net | (3,325) | 4,143 | (14,103) | (88) |
Net loss | (1,838,436) | (2,154,625) | (5,706,931) | (7,129,267) |
Convertible preferred stock beneficial conversion feature accreted as a deemed dividend | (4,393,809) | 0 | (4,393,809) | 0 |
Net loss attributable to common shareholders | $ (6,232,245) | $ (2,154,625) | $ (10,100,740) | $ (7,129,267) |
Net loss available for common shareholders per share - basic and diluted | $ (0.11) | $ (0.04) | $ (0.18) | $ (0.14) |
Weighted average common shares outstanding: | ||||
Basic and diluted | 57,628,917 | 56,970,295 | 57,505,788 | 49,574,729 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flow - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (5,706,931) | $ (7,129,267) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 39,965 | 32,658 |
Deferred rent | 2,001 | 8,232 |
Share based compensation expense | 1,274,108 | 1,165,550 |
Common stock issued in lieu of bonus | 0 | 63,000 |
Changes in operating assets and liabilities, net of amounts acquired: | ||
Grant receivable | 0 | (34,166) |
Prepaid expenses | 240,116 | (221,986) |
Other assets | 105,269 | (238) |
Accounts payable | (288,379) | (289,471) |
Accrued expenses - other liabilities | 331,127 | (292,048) |
Net cash used in operating activities | (4,002,724) | (6,697,736) |
Cash flows from investing activities: | ||
Equipment purchases | 0 | (53,247) |
Acquisition of Aquarius, net of cash acquired | 0 | 70,754 |
Net cash provided by investing activities | 0 | 17,507 |
Cash flows from financing activities: | ||
Payment of contingent consideration | 0 | (61,945) |
Proceeds from preferred stock issued for cash | 8,000,000 | 0 |
Preferred stock issuance cost | (1,157,603) | 0 |
Proceeds from common stock issued for cash | 0 | 10,000,000 |
Common stock issuance cost | 0 | (1,485,781) |
Proceeds from exercise of warrants | 240,000 | 0 |
Payment capital lease liability | (13,578) | 0 |
Payment of note payable | (73,451) | 0 |
Net cash provided by financing activities | 6,995,368 | 8,452,274 |
Net increase in cash | 2,992,644 | 1,772,045 |
Cash at beginning of period | 3,226,997 | 2,590,713 |
Cash at end of period | 6,219,641 | 4,362,758 |
Supplemental non-cash financing and investing activities: | ||
Stock consideration for Aquarius merger | 0 | 2,119,689 |
Deemed dividend for convertible preferred stock beneficial conversion feature | 4,393,809 | 0 |
Fair value of placement agent warrants as an issuance cost | 756,047 | 0 |
Note Payable for insurance premiums | 262,324 | 0 |
Equipment acquired under capital leases | $ 31,064 | $ 0 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Company Information And History [Abstract] | |
Nature of Operations [Text Block] | [1] Corporate History Matinas BioPharma Holdings Inc. (“Holdings”) is a Delaware corporation formed in 2013. Holdings is the parent company of Matinas BioPharma, Inc. (“BioPharma”) and Matinas BioPharma Nanotechnologies, Inc. (“Nanotechnologies,” formerly known as Aquarius Biotechnologies Inc.), its operating subsidiaries (“Aquarius”, and together with “Holdings” and “BioPharma”, “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 January 29, 2015, we completed the acquisition of Aquarius (“Aquarius Merger”), 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 identifying and developing safe and effective broad spectrum antifungal and anti-bacterial therapeutics for the treatment of serious and life-threatening infections, using our innovative lipid-crystal nano-encapsulation drug delivery platform. See Note D for additional information on this transaction. On March 31, 2015 and April 10, 2015, we completed a private placement (“2015 Private Placement”), under which the Company sold an aggregate of 20,000,000 20,000,000 8.5 In the third quarter of 2016, we concluded a private placement offering (“2016 Private Placement”) and issued and sold an aggregate of 1,600,000 0.0001 16,000,000 6.8 [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 orally bioavailable 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. The Company is developing MAT2203 in collaboration with the National Institute of Allergy and Infectious Diseases, or NIAID, of the National Institutes of Health, or NIH. The U.S. Food and Drug Administration (FDA) has designated MAT2203 as a Qualified Infectious Disease Product (QIDP) with Fast Track status for the treatment of invasive candidiasis, the treatment of aspergillosis and the prophylaxis of invasive fungal infections due to immunosuppressive therapy. MAT2203 is currently being studied in a Phase 2a trial conducted by the NIH. Recently, we dosed the first patient in this study and, assuming the NIH neets the anticipated clinical timelines, data is expected in the first half of 2017. In addition to the Phase 2a trial, we will commence a second Phase 2 trial of MAT2203 in patients with vulvovaginal candidiasis in the fourth quarter of 2016, with data expected later in the first half of 2017. 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. The Company has an open Investigational New Drug (IND) application for MAT2501. MAT2501 has been granted a QIDP designation and Orphan Drug designation by the U.S. FDA for the treatment of Nontuberculous Mycobacteria (NTM). We plan to commence a Phase 1 study of MAT2501 in healthy volunteers during the fourth quarter of 2016, with data expected during the first half of 2017. In addition, the Company is exploring development and partnership options for MAT9001, a prescription-only omega-3 fatty acid-based composition under development for hypertriglyceridemia. |
Going Concern and Plan of Opera
Going Concern and Plan of Operations | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016, the Company had an accumulated deficit of approximately $ 35 5.7 7.1 The Company has been engaged in developing a pipeline of product candidates since 2011. To date, the Company has not obtained regulatory approval for any of its product candidates nor generated any revenue from products and the Company expects to incur significant expenses to complete development of its product candidates. The Company may never be able to obtain regulatory approval for the marketing of any of its product candidates in any indication in the United States or internationally and there can be no assurance that the Company will generate revenues or ever achieve profitability. The Company will need to secure additional capital in order to fund operations and to continue and complete its planned clinical and operational activities related to the product candidates and technologies that the Company recently acquired from Aquarius (now known as Matinas BioPharma Nanotechnologies, Inc.). The Company can provide no assurances that such additional financing will be available to the Company on acceptable terms, or at all. During the third quarter of 2015, the Company instituted cost deferral and savings measures to preserve its cash. The Company has taken steps to reduce and delay expenses through the timing and monitoring of our preclinical animal programs and as well as reducing professional fees, and compensation expenses in the short term. The Company is anticipating that the existing cash balance on hand at the filing of this form 10Q would be sufficient to meet its operating obligations into April 2017. 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 on the Company’s financial statements for the year ended December 31, 2015 with respect to this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 50% chance) that the indefinite-lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. Our indefinite-lived intangible assets are IPR&D intangible assets. In all other instances we used the qualitative test and concluded that it was more-likely-than-not that all other indefinite-lived assets were not impaired and therefore, there were no impairments in quarter ended September 30, 2016. [15] Beneficial Conversion Feature of Convertible Preferred Stock The Company accounts for the beneficial conversion feature on its convertible preferred stock in accordance with ASC 470-20, Debt with Conversion and Other Options To determine the effective conversion price, we first allocate the proceeds received to the convertible preferred stock and then use those allocated proceeds to determine the effective conversion price. If the convertible instrument is issued in a basket transaction (i.e., issued along with other freestanding financial instruments), the proceeds should first be allocated to the various instruments in the basket. Any amounts paid to the investor when the transaction is consummated (e.g., origination fees, due diligence costs) represent a reduction in the proceeds received by the issuer. The intrinsic value of the conversion option should be measured using the effective conversion price for the convertible preferred stock on the proceeds allocated to that instrument. The effective conversion price represents proceeds allocable to the convertible preferred stock divided by the number of shares into which it is convertible. The effective conversion price is then compared to the per share fair value of the underlying shares on the commitment date. The accounting for a BCF requires that the BCF be recognized by allocating the intrinsic value of the conversion option to additional paid-in capital, resulting in a discount on the convertible preferred stock. This discount should be accreted from the date on which the BCF is first recognized through the earliest conversion date for instruments that do not have a stated redemption date. The intrinsic value of the BCF is recognized as a deemed dividend on convertible preferred stock over a period specified in the guidance." id="sjs-B4" xml:space="preserve"> NOTE C Summary of Significant Accounting Policies [1] Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of Matinas BioPharma Holdings Inc. (“Holdings”) and its wholly owned subsidiaries, Matinas BioPharma, Inc. and Matinas BioPharma Nanotechnologies, Inc. (formerly 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, 2015, which are included in the Form 10-K filed with the SEC on March 30, 2016. 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 condensed 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 nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for any future interim periods or for the year ending December 31, 2016. 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, 2015. [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. Certain accounting principles require subjective and complex judgments to be used in the preparation of financial statements. Accordingly, a different financial presentation could result depending on the judgments, estimates, or assumptions that are used. Such estimates and assumptions include, but are not specifically limited to, those required in the assessment of the impairment of intangible assets, all acquired assets and liabilities, the valuation of Level 3 financial instruments and determination of stock-based compensation. [3] Cash The Company considers all highly liquid instruments purchased with original maturity of three months or less to be cash to the extent the funds are not being held for investment purposes. Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash. 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 all times throughout the nine months ended September 30, 2016, the Company’s cash balances exceeded the FDIC insurance limit. The Company has not experienced any losses in such accounts. [5] Equipment Equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the Company equipment ranges from three to ten years. Capitalized costs associated with leasehold improvements are amortized 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 not 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 jurisdictions where it may be obligated to file returns. The Company believes that its income tax filing position and deductions will be sustained on an 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 September 30, 2016. [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 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 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 of 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 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, restricted cash, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. Basic Net Loss per Common Share Basic earnings per common share is computed as net loss available for common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is the same as basic earnings 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, preferred stock and warrants would have an antidilutive effect. 2016 2015 Stock options 8,320,694 7,078,694 Preferred Stock 16,000,000 Warrants 40,517,500 39,250,000 Total 64,838,194 46,328,694 [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 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 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ( ASU) 2016-15 , Statement of Cash Flows ( Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15") , which amended the existing accounting standards for the statement of cash flows. The amendments provide guidance on eight classification issues related to the s tatement of cash flows. The Company is required to adopt the guidance in the first quarter of fiscal 2018 and early adoption is permitted. The amendments should be applied retrospectively to all periods presented. For issues that are impracticable to apply retrospectively , the amendments may be applied prospectively as of the earliest date practicable . The Company is currently in the process of assessing the impact of this standard but does not believe the adoption will have a material impact on the Company's consolidated statements of cash flows. In March 2016, the FASB issued ASU 2016-09 “Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies several aspects of the accounting for sharebased payment award transactions. The ASU is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted. The Company is in the process of evaluating the impact of this standard but does not expect this standard to have a material impact on the Company’s consolidated financial position or results of operation. In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard will require most leases to be recognized on the balance sheet which will increase reported assets and liabilities. Lessor accounting remains substantially similar to current guidance. The new standard is effective for annual and interim periods in fiscal years beginning after December 15, 2018, which for us is the first quarter of fiscal 2019 and mandates a modified retrospective transition method. We are currently assessing the impact of this update, and believe that its adoption will not have a material impact on our consolidated financial statements. In November 2015, the FASB issued ASU 2015-17 “Simplifying the Classification of Deferred Tax Assets and Liabilities.” The new standard requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The standard is effective for interim and annual periods beginning after December 15, 2016 and allows for early adoption using a full retrospective method or a prospective method. We have elected to early adopt the provisions of this new standard using a prospective method. As a result, all deferred taxes as of September 30, 2016 and December 31, 2015 are classified as noncurrent in our consolidated balance sheet, while prior periods remain as previously reported. As of September 30, 2016 there are no deferred tax assets. In September 2015, the FASB issued ASU 2015-16 “Simplifying the Accounting for Measurement-Period Adjustments.” The new standard eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new standard requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The standard was effective for interim and annual periods beginning after December 15, 2015 and does not have a material impact on our financial condition or results of operations. 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 Company is in the process of evaluating the impact of this standard and we do expect this standard to have a material impact on the Company’s consolidated financial position or results of operation. In May 2014, the FASB issued ASU 2014-09 “Revenue From Contracts with Customers.” This standard specifies how and when an entity will recognize revenue arising from contracts with customers. The ASU is effective beginning after December 15, 2017. The Company will evaluate the adoption of this standard when it generates revenue. 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 or nine months ended September 30, 2016. If and when research and development is complete, the associated assets would then be amortized over their estimated useful lives. [14] Goodwill and Other Intangible Assets Goodwill is assessed for impairment at least annually on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. In accordance with the authoritative accounting guidance we have the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If we determine this is the case, we are required to perform the two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized, if any. If we determine that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amounts, the two-step goodwill impairment test is not required. As defined in the authoritative guidance, a reporting unit is an operating segment, or one level below an operating segment. Historically, we conducted our business in a single operating segment and reporting unit. In the quarter ended September 30, 2016, we assessed goodwill impairment by performing a qualitative test for our reporting unit. During our qualitative review, we considered the Company’s cash position and our ability to obtain additional financing in the near term to meet our operational and strategic goals and substantiate the value of our business. Based on the results of our assessment, it was determined that it is more-likely-than-not that the fair value of the reporting units are greater than their carrying amounts. There was no impairment of goodwill for the quarter ended September 30, 2016. We review other intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. The authoritative accounting guidance allows a qualitative approach for testing indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill. It allows the option to first assess qualitative factors (events and circumstances) that could have affected the significant inputs used in determining the fair value of the indefinite-lived intangible asset. The qualitative factors assist in determining whether it is more-likely-than-not (i.e. > 50% chance) that the indefinite-lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. Our indefinite-lived intangible assets are IPR&D intangible assets. In all other instances we used the qualitative test and concluded that it was more-likely-than-not that all other indefinite-lived assets were not impaired and therefore, there were no impairments in quarter ended September 30, 2016. [15] Beneficial Conversion Feature of Convertible Preferred Stock The Company accounts for the beneficial conversion feature on its convertible preferred stock in accordance with ASC 470-20, Debt with Conversion and Other Options To determine the effective conversion price, we first allocate the proceeds received to the convertible preferred stock and then use those allocated proceeds to determine the effective conversion price. If the convertible instrument is issued in a basket transaction (i.e., issued along with other freestanding financial instruments), the proceeds should first be allocated to the various instruments in the basket. Any amounts paid to the investor when the transaction is consummated (e.g., origination fees, due diligence costs) represent a reduction in the proceeds received by the issuer. The intrinsic value of the conversion option should be measured using the effective conversion price for the convertible preferred stock on the proceeds allocated to that instrument. The effective conversion price represents proceeds allocable to the convertible preferred stock divided by the number of shares into which it is convertible. The effective conversion price is then compared to the per share fair value of the underlying shares on the commitment date. The accounting for a BCF requires that the BCF be recognized by allocating the intrinsic value of the conversion option to additional paid-in capital, resulting in a discount on the convertible preferred stock. This discount should be accreted from the date on which the BCF is first recognized through the earliest conversion date for instruments that do not have a stated redemption date. The intrinsic value of the BCF is recognized as a deemed dividend on convertible preferred stock over a period specified in the guidance. |
Acquisition of Aquarius Biotech
Acquisition of Aquarius Biotechnologies, Inc. | 9 Months Ended |
Sep. 30, 2016 | |
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 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 Pursuant to the terms of the Merger Agreement, we were obligated to issue an aggregate of up to 5,000,000 4,608,020 3,000,000 (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 Company concluded that the contingent share issuance represented equity settled contingent consideration and have recorded the amounts to equity as of December 31, 2015. 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. There were no changes to the recorded amounts in 2016. 2,873,035 Fair value of 4,608,020 of common stock issued at a price per share of $0.46 as of January 29, 2015 the 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 entire $ 753,346 Deferred income taxes arising from basis differences of tax aspects of in-process research and development from the transaction amounted to $ 1.2 |
2016 Private Placement Funding
2016 Private Placement Funding | 9 Months Ended |
Sep. 30, 2016 | |
2016 Private Placement Funding [Member] | |
2016 Private Placement Funding [Line Items] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE E 2016 Private Placement Funding In July, August and September 2016, we conducted closings for a private placement, or the “2016 Private Placement,” pursuant to which we sold to accredited investors an aggregate of 1,600,000 16,000,000 5.00 8.0 We entered into a Placement Agency Agreement with Aegis Capital Corp. pursuant to which Aegis acted as our exclusive placement agent for the 2016 Private Placement. Immediately prior to the 2016 Private Placement, 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 our board of directors. Pursuant to the terms of the Placement Agency Agreement, in connection with the 2016 Private Placement, we paid the Placement Agent an aggregate cash fee of $ 800,000 240,000 1,600,000 0.50 (a) 5% of the first $1,000,000 of the consideration paid in such transaction; plus (b) 4% of the next $1,000,000 of the consideration paid in such transaction; plus (c) 3% of the next $5,000,000 of the consideration paid in the such transaction; plus (d) 2.5% of any consideration paid in such transaction in excess of $7,000,000. |
Equipment
Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE F Equipment September 30, December 31, 2016 2015 Lab equipment $ 438 327 Furniture and fixtures 20 20 Equipment under capital lease 31 111 Leasehold improvements 7 7 Total 496 465 Less accumulated depreciation and amortization 127 87 Equipment, net $ 369 $ 378 On February 12, 2016, the Company entered in a new 36 1,353 |
Stock Holders Equity
Stock Holders Equity | 9 Months Ended |
Sep. 30, 2016 | |
Warrant [Member] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE G Stock Holders Equity Preferred Stock In accordance with the Certificate of Incorporation, there are 10,000,000 0.001 . In connection with the 2016 Private Placement, on July 26, 2016, the Company filed a Certificate of Designation (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to designate the preferences, rights and limitations of the Series A Preferred Shares. Pursuant to the Certificate of Designations, the Company designated 1,600,000 Conversion: Each Series A Preferred Share is convertible at the option of the holder into such number of shares of the Company’s common stock equal to the number of Series A Preferred Shares to be converted, multiplied by the stated value of $ 5.00 16,000,000 (i) our merger or consolidation with or into another entity, (ii) any sale of all or substantially all of our assets in one transaction or a series of related transactions, or (iii) any reclassification of our Common Stock or any compulsory share exchange by which Common Stock is effectively converted into or exchanged for other securities, cash or property. Beneficial Conversion Feature- Series A Preferred Stock (deemed dividend): Each share of Series A Preferred Stock is convertible into shares of common stock, at any time at the option of the holder at a conversion price of $ 0.50 0.67 0.70 1.00 Based on the guidance in ASC 470-20-20, the Company determined that a beneficial conversion feature exists, as the effective conversion price for the Series A preferred shares at issuance was less than the fair value of the common stock into which the preferred shares are convertible. A beneficial conversion feature based on the intrinsic value of the date of issuances for the Series A was approximately $ 4.4 100 Liquidity Value and Dividends: Pursuant to the Certificate of Designations, the Series A Preferred Shares accrue dividends at a rate of 8.0 50 Royalty: The Series A Preferred Shares include the right, as a group, to receive: (i) 4.5 7.5 Classification: These Series A Preferred Shares are classified within permanent equity on the Company’s condensed consolidated balance sheet as they do not meet the criteria that would require presentation outside of permanent equity under ASC 480 Distinguishing Liabilities from Equity Warrants As of September 30, 2016, the Company had outstanding warrants to purchase an aggregate of 40,517,500 0.50 2.00 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. The exercise price and the number of warrant shares purchasable upon the exercise of the Investor Warrants (as opposed to Placement Agent 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 (see Warrant table below). Accordingly, pursuant to ASC 815, the warrants are classified as equity. The Company may call the Warrants, other than the Placement Agent Warrants, at any time the common stock trades above $5.00 (for 13 million warrants issued in 2013) or above $ 3.00 (for 20 million warrants issued in 2015) for twenty (20) consecutive days following the effectiveness of the registration statement covering the resale of the shares of common stock underlying Shares Total Warrants Issued through December 31, 2015 39,250,000 2016 Warrant activity: September 12, 2016, Placement Agent Warrants, 1,600,000 issued, terms 5 years, exercisable at $0.50 1,600,000 September, 2016, exercised Investor Warrants at $0.75 (320,000) September, 2016, exercised Placement Agent Warrants at $0.50 (cashless exercise) (6,250) September, 2016, exercised Placement Agent Warrants at $0.75 (cashless exercise) (6,250) Total Warrants Outstanding at September 30, 2016 40,517,500 |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE H 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 11,828,912 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 4 Quarter Ended Nine Months Ended 2016 2015 2016 2015 Research and Development $ 212 $ 122 $ 483 $ 410 General and Administrative 268 372 791 818 Total $ 480 $ 494 $ 1,274 $ 1,228 Awards Reserved Awards for Awards Available Issuance Issued for Grant 2013 Equity Compensation Plan 11,828,912 9,305,393 * 2,523,519 * includes both stock grants and option grants Weighted Number of average Options Exercise Price Outstanding at December 31, 2015 6,904 $ 0.93 Granted 1,581 0.41 Exercised - - Forfeited (100) 0.43 Cancelled (64) 0.94 Expired - - Outstanding at September 30, 2016 8,321 $ 0.85 As of September 30, 2016, the number of vested shares underlying outstanding options was 6,079,258 1.96 6.3 1.60 2.2 0.8 All options expire ten years from date of grant. Except for options granted to consultants, all remaining options vest entirely and evenly over three years. A portion of options granted to consultants vests over four years, with the remaining vesting being based upon the achievement of certain performance milestones, which are tied to either financing or drug development initiatives. The Company recognizes compensation expense for stock option awards on a straight-line basis over the applicable service period of the award. The service period is generally the vesting period, with the exception of options granted subject to a consulting agreement, whereby the option vesting period and the service period defined pursuant to the terms of the consulting agreement may be different. Stock options issued to consultants are revalued quarterly until fully vested, with any change in fair value expensed. For the Nine months Ended 2016 2015 Volatility 44.72 % - 89.15% 77.1% - 77.3 % Risk-free interest rate 1.14 % - 1.42% 1.56% - 1.72 % Dividend yield 0.0 % 0.0 % Expected life 6.0 years 4.04 - 6.0 years The Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. Hence, the Company uses the “simplified method” described in Staff Accounting Bulletin (SAB) 107 to estimated expected term of share option grants. The expected stock price volatility assumption was determined by examining the historical volatilities for industry peers, as the Company has limited history for the Company’s common stock. The Company will continue to analyze the historical stock price volatility and expected term assumptions as more historical data for the Company’s common stock becomes available. The risk-free interest rate assumption is based on the U.S treasury instruments whose term was consistent with the expected term of the Company’s stock options. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Accordingly, the Company has assumed no dividend yield for purposes of estimating the fair value of the Company share-based compensation. The Company estimates the forfeiture rate at the time of grant and revisions, if necessary, were estimated based on management’s expectation through industry knowledge and historical data. |
COMMMITMENTS
COMMMITMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE I COMMMITMENTS On November 1, 2013, the Company entered into a 7 12,723 14,200 In December of 2015, the Company renewed its agreement to lease laboratory space for one year starting January 1, 2016 in Monmouth Junction, New Jersey at a monthly rent of $ 2,287 Lease Commitments 2016 $ 46,488 2017 160,012 2018 162,948 2019 165,896 2020 168,220 2021 84,544 Total future minimum lease payments $ 788,108 The Company was obligated to provide a security deposit of $ 300,000 50,000 Through our acquisition of Matinas BioPharma Nanotechnologies, Inc. (formerly known as Aquarius Biotechnologies Inc.), we acquired a license from Rutgers University for the cochleate delivery technology. The Amended and Restated Exclusive License Agreement between Aquarius and Rutgers, The State University of New Jersey (successor in interest to the University of Medicine and Dentistry of New Jersey) provides for, among other things, (1) royalties on a tiered basis between low single digits and the mid-single digits of net sales of products using such licensed technology, (2) a one-time sales milestone fee of $ 100,000 10,000 50,000 In July 2016, the Company entered into a Finance Agreement in the amount of $ 262,324 The term of this agreement is 10 months, ending May 30, 2 017. Monthly payments including interest at 3.25% are $23,962. As discussed in Note G, the Series A Preferred Stock holders have “Royalty Payment Rights” with regards to MAT2203 and/or MAT2501. Pursuant to the terms of the Certificate of Designations for our outstanding Series A Preferred Stock, we may be required to pay, subject to certain vesting requirements, in the aggregate, a royalty equal to (i) 4.5% of Net Sales (as defined in the Certificate of Designation) from MAT 2203 and/or MAT 2501, subject in all cases to a cap of $25 million per calendar year, and (ii) 7.5% of Licensing Proceeds (as defined in the Certificate of Designations) from MAT2203 and/or MAT2501, subject in all cases to a cap of $10 million per calendar year The Company also has employment agreements with certain employees which require the funding of a specific level of payments, if certain events, such as a change in control, termination without cause or retirement, occur. |
Summary of Significant Accoun15
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | [1] Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the consolidated accounts of Matinas BioPharma Holdings Inc. (“Holdings”) and its wholly owned subsidiaries, Matinas BioPharma, Inc. and Matinas BioPharma Nanotechnologies, Inc. (formerly 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, 2015, which are included in the Form 10-K filed with the SEC on March 30, 2016. 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 condensed 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 nine months ended September 30, 2016 are not necessarily indicative of the results that may be expected for any future interim periods or for the year ending December 31, 2016. 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, 2015. |
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. Certain accounting principles require subjective and complex judgments to be used in the preparation of financial statements. Accordingly, a different financial presentation could result depending on the judgments, estimates, or assumptions that are used. Such estimates and assumptions include, but are not specifically limited to, those required in the assessment of the impairment of intangible assets, all acquired assets and liabilities, the valuation of Level 3 financial instruments and determination of stock-based compensation. |
Cash and Cash Equivalents, Policy [Policy Text Block] | [3] Cash The Company considers all highly liquid instruments purchased with original maturity of three months or less to be cash to the extent the funds are not being held for investment purposes. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash. 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 all times throughout the nine months ended September 30, 2016, 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] Equipment Equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of the Company equipment ranges from three to ten years. Capitalized costs associated with leasehold improvements are amortized 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 not 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 jurisdictions where it may be obligated to file returns. The Company believes that its income tax filing position and deductions will be sustained on an 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 September 30, 2016. |
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 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 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 of 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] | 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, restricted cash, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. |
Earnings Per Share, Policy [Policy Text Block] | Basic Net Loss per Common Share Basic earnings per common share is computed as net loss available for common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is the same as basic earnings 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, preferred stock and warrants would have an antidilutive effect. 2016 2015 Stock options 8,320,694 7,078,694 Preferred Stock 16,000,000 Warrants 40,517,500 39,250,000 Total 64,838,194 46,328,694 |
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] | 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 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update ( ASU) 2016-15 , Statement of Cash Flows ( Topic 230): Classification of Certain Cash Receipts and Cash Payments ("ASU 2016-15") , which amended the existing accounting standards for the statement of cash flows. The amendments provide guidance on eight classification issues related to the s tatement of cash flows. The Company is required to adopt the guidance in the first quarter of fiscal 2018 and early adoption is permitted. The amendments should be applied retrospectively to all periods presented. For issues that are impracticable to apply retrospectively , the amendments may be applied prospectively as of the earliest date practicable . The Company is currently in the process of assessing the impact of this standard but does not believe the adoption will have a material impact on the Company's consolidated statements of cash flows. In March 2016, the FASB issued ASU 2016-09 “Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” This ASU simplifies several aspects of the accounting for sharebased payment award transactions. The ASU is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted. The Company is in the process of evaluating the impact of this standard but does not expect this standard to have a material impact on the Company’s consolidated financial position or results of operation. In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard will require most leases to be recognized on the balance sheet which will increase reported assets and liabilities. Lessor accounting remains substantially similar to current guidance. The new standard is effective for annual and interim periods in fiscal years beginning after December 15, 2018, which for us is the first quarter of fiscal 2019 and mandates a modified retrospective transition method. We are currently assessing the impact of this update, and believe that its adoption will not have a material impact on our consolidated financial statements. In November 2015, the FASB issued ASU 2015-17 “Simplifying the Classification of Deferred Tax Assets and Liabilities.” The new standard requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The standard is effective for interim and annual periods beginning after December 15, 2016 and allows for early adoption using a full retrospective method or a prospective method. We have elected to early adopt the provisions of this new standard using a prospective method. As a result, all deferred taxes as of September 30, 2016 and December 31, 2015 are classified as noncurrent in our consolidated balance sheet, while prior periods remain as previously reported. As of September 30, 2016 there are no deferred tax assets. In September 2015, the FASB issued ASU 2015-16 “Simplifying the Accounting for Measurement-Period Adjustments.” The new standard eliminates the requirement to restate prior period financial statements for measurement period adjustments. The new standard requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The standard was effective for interim and annual periods beginning after December 15, 2015 and does not have a material impact on our financial condition or results of operations. 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 Company is in the process of evaluating the impact of this standard and we do expect this standard to have a material impact on the Company’s consolidated financial position or results of operation. In May 2014, the FASB issued ASU 2014-09 “Revenue From Contracts with Customers.” This standard specifies how and when an entity will recognize revenue arising from contracts with customers. The ASU is effective beginning after December 15, 2017. The Company will evaluate the adoption of this standard when it generates revenue. |
Business Combinations Policy [Policy Text Block] | 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 or nine months ended September 30, 2016. 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 and Other Intangible Assets Goodwill is assessed for impairment at least annually on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. In accordance with the authoritative accounting guidance we have the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If we determine this is the case, we are required to perform the two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized, if any. If we determine that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amounts, the two-step goodwill impairment test is not required. As defined in the authoritative guidance, a reporting unit is an operating segment, or one level below an operating segment. Historically, we conducted our business in a single operating segment and reporting unit. In the quarter ended September 30, 2016, we assessed goodwill impairment by performing a qualitative test for our reporting unit. During our qualitative review, we considered the Company’s cash position and our ability to obtain additional financing in the near term to meet our operational and strategic goals and substantiate the value of our business. Based on the results of our assessment, it was determined that it is more-likely-than-not that the fair value of the reporting units are greater than their carrying amounts. There was no impairment of goodwill for the quarter ended September 30, 2016. We review other intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. The authoritative accounting guidance allows a qualitative approach for testing indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill. It allows the option to first assess qualitative factors (events and circumstances) that could have affected the significant inputs used in determining the fair value of the indefinite-lived intangible asset. The qualitative factors assist in determining whether it is more-likely-than-not (i.e. > 50% chance) that the indefinite-lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. Our indefinite-lived intangible assets are IPR&D intangible assets. In all other instances we used the qualitative test and concluded that it was more-likely-than-not that all other indefinite-lived assets were not impaired and therefore, there were no impairments in quarter ended September 30, 2016. |
Convertible Preferred Stock Beneficial Conversion Feature [Policy Text Block] | [15] Beneficial Conversion Feature of Convertible Preferred Stock The Company accounts for the beneficial conversion feature on its convertible preferred stock in accordance with ASC 470-20, Debt with Conversion and Other Options To determine the effective conversion price, we first allocate the proceeds received to the convertible preferred stock and then use those allocated proceeds to determine the effective conversion price. If the convertible instrument is issued in a basket transaction (i.e., issued along with other freestanding financial instruments), the proceeds should first be allocated to the various instruments in the basket. Any amounts paid to the investor when the transaction is consummated (e.g., origination fees, due diligence costs) represent a reduction in the proceeds received by the issuer. The intrinsic value of the conversion option should be measured using the effective conversion price for the convertible preferred stock on the proceeds allocated to that instrument. The effective conversion price represents proceeds allocable to the convertible preferred stock divided by the number of shares into which it is convertible. The effective conversion price is then compared to the per share fair value of the underlying shares on the commitment date. The accounting for a BCF requires that the BCF be recognized by allocating the intrinsic value of the conversion option to additional paid-in capital, resulting in a discount on the convertible preferred stock. This discount should be accreted from the date on which the BCF is first recognized through the earliest conversion date for instruments that do not have a stated redemption date. The intrinsic value of the BCF is recognized as a deemed dividend on convertible preferred stock over a period specified in the guidance. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 2016 2015 Stock options 8,320,694 7,078,694 Preferred Stock 16,000,000 Warrants 40,517,500 39,250,000 Total 64,838,194 46,328,694 |
Acquisition of Aquarius Biote17
Acquisition of Aquarius Biotechnologies, Inc. (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 Fair value of 4,608,020 of common stock issued at a price per share of $0.46 as of January 29, 2015 the 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 entire $ 753,346 |
Equipment (Tables)
Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Fixed assets, summarized by major category, consist of the following ($ in thousands) for the nine months ended September 30, 2016 and year ended December 31, 2015: September 30, December 31, 2016 2015 Lab equipment $ 438 327 Furniture and fixtures 20 20 Equipment under capital lease 31 111 Leasehold improvements 7 7 Total 496 465 Less accumulated depreciation and amortization 127 87 Equipment, net $ 369 $ 378 |
Stock Holders Equity (Tables)
Stock Holders Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders Equity Note [Abstract] | |
Schedule of Stockholders Equity Note, Warrants or Rights [Table Text Block] | A summary of equity warrants outstanding as of September 30, 2016 is presented below, all of which are fully vested. Shares Total Warrants Issued through December 31, 2015 39,250,000 2016 Warrant activity: September 12, 2016, Placement Agent Warrants, 1,600,000 issued, terms 5 years, exercisable at $0.50 1,600,000 September, 2016, exercised Investor Warrants at $0.75 (320,000) September, 2016, exercised Placement Agent Warrants at $0.50 (cashless exercise) (6,250) September, 2016, exercised Placement Agent Warrants at $0.75 (cashless exercise) (6,250) Total Warrants Outstanding at September 30, 2016 40,517,500 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | The Company recognized stock-based compensation expense (options, and restricted share grants) in its consolidated statements of operations as follows ($ in thousands): Quarter Ended Nine Months Ended 2016 2015 2016 2015 Research and Development $ 212 $ 122 $ 483 $ 410 General and Administrative 268 372 791 818 Total $ 480 $ 494 $ 1,274 $ 1,228 |
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 September 30, 2016: Awards Reserved Awards for Awards Available Issuance Issued for Grant 2013 Equity Compensation Plan 11,828,912 9,305,393 * 2,523,519 * includes both stock grants and option grants |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes the Company’ stock option activity and related information for the period from December 31, 2015 to September 30, 2016 (number of options in thousands): Weighted Number of average Options Exercise Price Outstanding at December 31, 2015 6,904 $ 0.93 Granted 1,581 0.41 Exercised - - Forfeited (100) 0.43 Cancelled (64) 0.94 Expired - - Outstanding at September 30, 2016 8,321 $ 0.85 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | For the Nine months Ended 2016 2015 Volatility 44.72 % - 89.15% 77.1% - 77.3 % Risk-free interest rate 1.14 % - 1.42% 1.56% - 1.72 % Dividend yield 0.0 % 0.0 % Expected life 6.0 years 4.04 - 6.0 years |
COMMMITMENTS (Tables)
COMMMITMENTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Listed below is a summary of future lease rental payments (including the remainder of 2016) as of September 30, 2016: Lease Commitments 2016 $ 46,488 2017 160,012 2018 162,948 2019 165,896 2020 168,220 2021 84,544 Total future minimum lease payments $ 788,108 |
Nature of Business (Details Tex
Nature of Business (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Sep. 12, 2016 | Apr. 10, 2015 | Sep. 30, 2016 | Dec. 31, 2015 |
Company Information And History [Line Items] | ||||
Preferred Stock, Par or Stated Value Per Share | $ 5 | $ 0 | ||
Series A Preferred Stock [Member] | ||||
Company Information And History [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,600,000 | 1,600,000 | ||
Proceeds from Issuance of Private Placement | $ 6.8 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 16,000,000 | |||
2015 Private Placement [Member] | ||||
Company Information And History [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 20,000,000 | |||
Warrants Issued For Purchase Of Common Stock | 20,000,000 | |||
Proceeds from Issuance of Private Placement | $ 8.5 |
Going Concern and Plan of Ope23
Going Concern and Plan of Operations (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Going Concern And Plan Of Operation [Line Items] | |||||
Deficit accumulated during development stage | $ (33,287,904) | $ (33,287,904) | $ (23,187,164) | ||
Net loss | $ (1,838,436) | $ (2,154,625) | $ (5,706,931) | $ (7,129,267) | $ 7,100,000 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 64,838,194 | 46,328,694 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,320,694 | 7,078,694 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,000,000 | 0 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 40,517,500 | 39,250,000 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Details Textual) | 9 Months Ended |
Sep. 30, 2016 | |
Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Acquisition of Aquarius Biote26
Acquisition of Aquarius Biotechnologies, Inc. (Details) - Aquarius Biotechnologies, Inc. [Member] | 1 Months Ended | |
Jan. 29, 2015USD ($) | ||
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, 2015 the 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. 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 entire $753,346 of contingent consideration was recorded as additional paid-in capital at December 31, 2015. |
Acquisition of Aquarius Biote27
Acquisition of Aquarius Biotechnologies, Inc. (Details Textual) - USD ($) | 1 Months Ended | |
Jan. 29, 2015 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Percentage Of Approval Shareholders | 100.00% | |
Additional Paid-in Capital [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Contingent Consideration, Liability | $ 753,346 | |
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. The Company concluded that the contingent share issuance represented equity settled contingent consideration and have recorded the amounts to equity as of December 31, 2015. | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | $ 2,873,035 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | $ 1,200,000 |
2016 Private Placement Funding
2016 Private Placement Funding (Details Textual) - USD ($) | Sep. 12, 2016 | Apr. 10, 2015 | Sep. 30, 2016 | Sep. 30, 2016 | Jul. 26, 2016 |
Series A Preferred Stock [Member] | |||||
Private Placement Funding [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 1,600,000 | 1,600,000 | |||
Shares Issued, Price Per Share | $ 5 | $ 5 | $ 5 | ||
Stock Issued During Period, Value, New Issues | $ 8,000,000 | ||||
Convertible Preferred Stock, Shares Issued upon Conversion | 16,000,000 | 16,000,000 | |||
2016 Private Placement Funding [Member] | |||||
Private Placement Funding [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | $ 0.50 | |||
Placement Agent Fees | $ 800,000 | ||||
Non Accountable Expense Allowance | $ 240,000 | ||||
Warrants Issued For Purchase Of Common Stock | 1,600,000 | ||||
Stock Issued During Period, Shares, New Issues | 20,000,000 | ||||
Payment For Finder Fee Description | (a) 5% of the first $1,000,000 of the consideration paid in such transaction; plus (b) 4% of the next $1,000,000 of the consideration paid in such transaction; plus (c) 3% of the next $5,000,000 of the consideration paid in the such transaction; plus (d) 2.5% of any consideration paid in such transaction in excess of $7,000,000. |
Equipment (Details)
Equipment (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 496,000 | $ 465,000 |
Less accumulated depreciation and amortization | 127,000 | 87,000 |
Equipment, net | 368,822 | 377,723 |
Lab equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 438,000 | 327,000 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 20,000 | 20,000 |
Equipment under capital lease [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 31,000 | 111,000 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 7,000 | $ 7,000 |
Equipment (Details Textual)
Equipment (Details Textual) - USD ($) | Feb. 12, 2016 | Sep. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||
Capitalized Leasing Term | 36 months | |
Interest Expense, Lessee, Assets under Capital Lease | $ 1,353 | |
Description of Lessee Leasing Arrangements, Capital Leases | The payments under the lease are accounted for as interest and payments under capital lease using 3 year amortization. |
Stock Holders Equity (Details)
Stock Holders Equity (Details) - shares | Sep. 30, 2016 | Dec. 31, 2015 |
Stock Holders Equity [Line Items] | ||
Total Warrants Outstanding | 40,517,500 | 39,250,000 |
Sep , 2016 Issue 1 [Member] | ||
Stock Holders Equity [Line Items] | ||
Total Warrants Outstanding | 1,600,000 | |
Sep , 2016 Issue 2 [Member] | ||
Stock Holders Equity [Line Items] | ||
Total Warrants Outstanding | (320,000) | |
Sep , 2016 Issue 3 [Member] | ||
Stock Holders Equity [Line Items] | ||
Total Warrants Outstanding | (6,250) | |
Sep , 2016 Issue 4 [Member] | ||
Stock Holders Equity [Line Items] | ||
Total Warrants Outstanding | (6,250) |
Stock Holders Equity (Details T
Stock Holders Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Sep. 12, 2016 | Jul. 26, 2016 | Sep. 30, 2016 | Aug. 16, 2016 | Jul. 29, 2016 | Dec. 31, 2015 |
Stock Holders Equity [Line Items] | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 5 | $ 0 | ||||
Class of Warrant or Right, Outstanding | 40,517,500 | 39,250,000 | ||||
Issuance Of Warrants Description | The Company may call the Warrants, other than the Placement Agent Warrants, at any time the common stock trades above $5.00 (for 13 million warrants issued in 2013) or above $ 3.00 (for 20 million warrants issued in 2015) for twenty (20) consecutive days following the effectiveness of the registration statement covering the resale of the shares of common stock underlying | |||||
Undeclared Dividend | $ 50 | |||||
Preferred Stock [Member] | ||||||
Stock Holders Equity [Line Items] | ||||||
Preferred Stock, Shares Authorized | 10,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||
September, 2016 Issue Three [Member] | ||||||
Stock Holders Equity [Line Items] | ||||||
Class of Warrant or Right, Outstanding | 1,600,000 | |||||
Placement Agent [Member] | September 12, 2016 Issue [Member] | ||||||
Stock Holders Equity [Line Items] | ||||||
Warrants Maturity Term | 5 years | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | |||||
Placement Agent [Member] | September, 2016 Issue Two [Member] | ||||||
Stock Holders Equity [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.50 | |||||
Placement Agent [Member] | September, 2016 Issue Three [Member] | ||||||
Stock Holders Equity [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.75 | |||||
Investor Warrants [Member] | September, 2016 Issue One [Member] | ||||||
Stock Holders Equity [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.75 | |||||
Maximum [Member] | ||||||
Stock Holders Equity [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||
Preferred Stock, Dividend Rate, Percentage | 7.50% | |||||
Maximum [Member] | Sales Revenue, Net [Member] | ||||||
Stock Holders Equity [Line Items] | ||||||
Preferred Stock, Dividend Rate, Percentage | 4.50% | |||||
Minimum [Member] | ||||||
Stock Holders Equity [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.50 | |||||
Series A Preferred Stock [Member] | ||||||
Stock Holders Equity [Line Items] | ||||||
Preferred Stock, Shares Authorized | 1,600,000 | |||||
Preferred Stock, Par or Stated Value Per Share | 0.0001 | |||||
Preferred Stock, Conversion Basis | A Preferred Shares to be converted, multiplied by the stated value of $5.00 (the Stated Value), divided by the Conversion Price in effect at the time of the conversion (the initial conversion price will be $0.50, subject to adjustment in the event of stock splits, stock dividends, and fundamental transactions). | |||||
Shares Issued, Price Per Share | $ 5 | 5 | ||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | |||||
Preferred Stock Conversion Price Per Share | $ 0.50 | |||||
Sale of Stock, Price Per Share | $ 1 | $ 0.70 | $ 0.67 | |||
Preferred Stock, Convertible Percentage | 100.00% | |||||
Conversion of Stock, Amount Converted | $ 4,400 | |||||
Convertible Preferred Stock, Shares Issued upon Conversion | 16,000,000 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 480 | $ 494 | $ 1,274 | $ 1,228 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | 212 | 122 | 483 | 410 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 268 | $ 372 | $ 791 | $ 818 |
Stock Based Compensation (Det34
Stock Based Compensation (Details 1) - 2013 Equity Compensation Plan [Member] | 9 Months Ended | |
Sep. 30, 2016shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Awards Reserved for Issuance | 11,828,912 | |
Awards Issued | 9,305,393 | [1] |
Awards Available for Grant | 2,523,519 | |
[1] | includes both stock grants and option grants |
Stock Based Compensation (Det35
Stock Based Compensation (Details 2) - Employee Stock Option [Member] shares in Thousands | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Outstanding at Beginning | shares | 6,904 |
Number of Options, Granted | shares | 1,581 |
Number of Options, Exercised | shares | 0 |
Number of Options, Forfeited | shares | (100) |
Number of Options, Cancelled | shares | (64) |
Number of Options, Expired | shares | 0 |
Number of Options, Outstanding at Ending | shares | 8,321 |
Weighted average Exercise Price, Outstanding at Beginning (in dollars per share) | $ / shares | $ 0.93 |
Weighted average Exercise Price, Granted (in dollars per share) | $ / shares | 0.41 |
Weighted average Exercise Price, Exercised (in dollars per share) | $ / shares | 0 |
Weighted average Exercise Price, Forfeited (in dollars per share) | $ / shares | 0.43 |
Weighted average Exercise Price, Cancelled (in dollars per share) | $ / shares | 0.94 |
Weighted average Exercise Price, Expired (in dollars per share) | $ / shares | 0 |
Weighted average Exercise Price, Outstanding at Ending (in dollars per share) | $ / shares | $ 0.85 |
Stock Based Compensation (Det36
Stock Based Compensation (Details 3) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, Minimum | 1.14% | 1.56% |
Risk-free interest rate, Maximum | 1.42% | 1.72% |
Dividend yield | 0.00% | 0.00% |
Expected life | 6 years | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 89.15% | 77.30% |
Expected life | 6 years | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Volatility | 44.72% | 77.10% |
Expected life | 4 years 14 days |
Stock Based Compensation (Det37
Stock Based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | May 08, 2014 | Sep. 30, 2016 | Aug. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 11,828,912 | ||
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 | January 1, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Description | granted at prices not less than 100% of the fair value | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 9 months 18 days | ||
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, Vested, Number of Shares | 6,079,258 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 1.96 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 6.3 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $ 1.60 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 2.2 |
COMMMITMENTS (Details)
COMMMITMENTS (Details) | Sep. 30, 2016USD ($) |
Future Lease Rental Payment [Line Items] | |
2,016 | $ 46,488 |
2,017 | 160,012 |
2,018 | 162,948 |
2,019 | 165,896 |
2,020 | 168,220 |
2,021 | 84,544 |
Total future minimum lease payments | $ 788,108 |
COMMMITMENTS (Details Textual)
COMMMITMENTS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 31, 2016 | Jan. 31, 2016 | Jun. 30, 2014 | Nov. 01, 2013 | Sep. 30, 2016 | Sep. 30, 2016 | |
Commitments and Officer Loans [Line Items] | ||||||
Increase Decrease In Lease Rental Expense | $ 14,200 | |||||
Security Deposit | $ 300,000 | $ 300,000 | ||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 7 years | |||||
Operating Leases, Rent Expense, Net, Total | $ 2,287 | $ 12,723 | ||||
Security Deposits Reduced By Straight Line Basis Description | This deposit was reduced by $100,000 in 2015 and $100,000 in June 2016, down to $100,000. | |||||
Revenue Recognition, Milestone Fee On Achieving Sales Threshold | $ 100,000 | |||||
Leveraged Lease Investment | $ 50,000 | 50,000 | ||||
Other Commitment | $ 262,324 | |||||
Other Commitments, Description | The term of this agreement is 10 months, ending May 30, 2017. Monthly payments including interest at 3.25% are $23,962. | |||||
Series A Preferred Stock [Member] | ||||||
Commitments and Officer Loans [Line Items] | ||||||
Preferred Stock, Profit Sharing Agreement Terms | (i) 4.5% of Net Sales (as defined in the Certificate of Designation) from MAT 2203 and/or MAT 2501, subject in all cases to a cap of $25 million per calendar year, and (ii) 7.5% of Licensing Proceeds (as defined in the Certificate of Designations) from MAT2203 and/or MAT2501, subject in all cases to a cap of $10 million per calendar year | |||||
Minimum [Member] | ||||||
Commitments and Officer Loans [Line Items] | ||||||
License Costs | 10,000 | |||||
Maximum [Member] | ||||||
Commitments and Officer Loans [Line Items] | ||||||
License Costs | $ 50,000 |