Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2015shares | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Sep. 30, 2015 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | Q3 |
Trading Symbol | PVCT |
Entity Registrant Name | PROVECTUS BIOPHARMACEUTICALS, INC. |
Entity Central Index Key | 315,545 |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Accelerated Filer |
Entity Common Stock, Shares Outstanding | 204,637,136 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 18,883,662 | $ 17,391,601 |
Short-term receivable - settlement | 733,333 | |
Other current assets | 1,065,956 | 978,000 |
Total Current Assets | 19,949,618 | 19,102,934 |
Equipment and furnishings, less accumulated depreciation of $447,532 and $437,863, respectively | 88,641 | 92,171 |
Patents, net of amortization of $8,635,077 and $8,131,737, respectively | 3,080,368 | 3,583,708 |
Long-term receivable - settlement, net of discount | 3,458,450 | 3,378,345 |
Other assets | 27,000 | 27,000 |
Total Assets | 26,604,077 | 26,184,158 |
Current Liabilities | ||
Accounts payable - trade | 972,693 | 440,702 |
Accrued consulting expense | 227,582 | 91,282 |
Accrued compensation | 572,436 | |
Other accrued expenses | 292,356 | 315,738 |
Warrant liability | 9,573 | |
Total Current Liabilities | 2,074,640 | 847,722 |
Long-Term Liability | ||
Warrant liability | 146,560 | |
Total Liabilities | $ 2,074,640 | $ 994,282 |
Stockholders' Equity | ||
Preferred stock; par value $.001 per share; 25,000,000 shares authorized; no shares outstanding as of September 30, 2015 and December 31, 2014 | ||
Common stock; par value $.001 per share; 300,000,000 authorized; 204,637,136 and 184,796,275 shares issued and outstanding, respectively | $ 204,637 | $ 184,796 |
Paid-in capital | 195,468,719 | 181,298,890 |
Accumulated deficit | (171,143,919) | (156,293,810) |
Total Stockholders' Equity | 24,529,437 | 25,189,876 |
Total Liabilities and Stockholders' Equity | $ 26,604,077 | $ 26,184,158 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accumulated depreciation on equipment and furnishings | $ 447,532 | $ 437,863 |
Amortization on patents | $ 8,635,077 | $ 8,131,737 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 204,637,136 | 184,796,275 |
Common stock, shares outstanding | 204,637,136 | 184,796,275 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating expenses | ||||
Research and development | $ 2,696,551 | $ 1,358,102 | $ 7,034,100 | $ 3,541,520 |
General and administrative | 2,914,375 | 2,299,799 | 7,453,401 | 8,322,312 |
Amortization | 167,780 | 167,780 | 503,340 | 503,340 |
Total operating loss | (5,778,706) | (3,825,681) | (14,990,841) | (12,367,172) |
Investment income | 1,260 | 1,410 | 3,745 | 4,226 |
(Loss) gain on change in fair value of warrant liability | (2,607) | 75,724 | 136,987 | 1,303,716 |
Net loss | $ (5,780,053) | $ (3,748,547) | $ (14,850,109) | $ (11,059,230) |
Basic and diluted loss per common share | $ (0.03) | $ (0.02) | $ (0.08) | $ (0.06) |
Weighted average number of common shares outstanding - basic and diluted | 204,610,080 | 179,088,989 | 192,604,128 | 173,729,010 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) | Total | Common Stock [Member] | Paid in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2014 | $ 25,189,876 | $ 184,796 | $ 181,298,890 | $ (156,293,810) |
Beginning Balance, shares at Dec. 31, 2014 | 184,796,275 | |||
Issuance of stock for services | 165,439 | $ 229 | 165,210 | |
Issuance of stock for services, shares | 228,877 | |||
Issuance of warrants for services | 79,476 | 79,476 | ||
Cash proceeds from exercise of warrants and stock options | 290,828 | $ 325 | 290,503 | |
Cash proceeds from exercise of warrants and stock options, Shares | 324,884 | |||
Issuance of common stock and warrants pursuant to Regulation D | 1,554,777 | $ 1,787 | 1,552,990 | |
Issuance of common stock and warrants pursuant to Regulation D, shares | 1,787,100 | |||
Issuance of common stock and warrants pursuant to underwritten registered public offering | 12,099,150 | $ 17,500 | 12,081,650 | |
Issuance of common stock and warrants pursuant to underwritten registered public offering, shares | 17,500,000 | |||
Net loss | (14,850,109) | (14,850,109) | ||
Ending Balance at Sep. 30, 2015 | $ 24,529,437 | $ 204,637 | $ 195,468,719 | $ (171,143,919) |
Ending Balance, shares at Sep. 30, 2015 | 204,637,136 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows From Operating Activities | ||
Net loss | $ (14,850,109) | $ (11,059,230) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 9,669 | 5,148 |
Amortization of patents | 503,340 | 503,340 |
Compensation through issuance of stock options | 115,645 | |
Issuance of stock for services | 165,439 | 346,250 |
Issuance of warrants for services | 79,476 | 1,354,508 |
Gain on change in fair value of warrant liability | (136,987) | (1,303,716) |
Settlement receivable | 653,228 | |
Other current assets | (87,956) | |
Increase in liabilities | ||
Accounts payable | 531,991 | 129,331 |
Accrued expenses | 685,354 | 238,784 |
Net cash used in operating activities | (12,446,555) | (9,669,940) |
Cash Flows From Investing Activities | ||
Capital expenditures | (6,139) | (70,590) |
Net cash provided by investing activities | (6,139) | (70,590) |
Cash Flows From Financing Activities | ||
Net proceeds from sales of common stock and warrants | 13,653,927 | 7,470,081 |
Proceeds from exercises of warrants and stock options | 290,828 | 4,347,886 |
Net cash provided by financing activities | 13,944,755 | 11,817,967 |
Net change in cash and cash equivalents | 1,492,061 | 2,077,437 |
Cash and cash equivalents, at beginning of period | 17,391,601 | 15,696,243 |
Cash and cash equivalents, at end of period | $ 18,883,662 | 17,773,680 |
Supplemental Disclosure of Noncash Investing and Financing Activities | ||
Reclassification of warrant liability to equity due to exercise of outstanding warrants into shares of common stock | $ 10,335,619 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information pursuant to Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The Company has evaluated subsequent events through the date the condensed consolidated financial statements were issued. |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 2. Nature of Operations Provectus Biopharmaceuticals, Inc., a Delaware corporation, is a biopharmaceutical company whose planned principal operations is focusing on developing minimally invasive products for the treatment of psoriasis and other topical diseases, and certain forms of cancer including melanoma, breast cancer, and cancers of the liver. To date, the Company has no revenues from planned principal operations. The Company’s activities are subject to significant risks and uncertainties, including failing to successfully develop and license or commercialize the Company’s investigational drugs, or sell or license the Company’s OTC products or non-core technologies. |
Basic and Diluted Loss Per Comm
Basic and Diluted Loss Per Common Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss Per Common Share | 3. Basic and Diluted Loss Per Common Share Basic and diluted loss per common share is computed based on the weighted average number of common shares outstanding. Loss per share excludes the impact of outstanding options and warrants as they are antidilutive. Potential common shares excluded from the calculation at September 30, 2015 and 2014, respectively, relate to 78,607,893 and 60,240,698 from warrants, and 9,545,214 and 13,868,334 from options. |
Equity Transactions
Equity Transactions | 9 Months Ended |
Sep. 30, 2015 | |
Text Block [Abstract] | |
Equity Transactions | 4. Equity Transactions (a) During the three months ended March 31, 2015, the Company issued 75,000 shares of common stock to consultants in exchange for services. Consulting costs charged to operations were $64,000. During the three months ended March 31, 2014, the Company issued 75,000 shares of common stock to consultants in exchange for services. Consulting costs charged to operations were $137,500. During the three months ended June 30, 2015, the Company issued 75,000 shares of common stock to consultants in exchange for services. Consulting costs charged to operations were $63,000. During the three months ended June 30, 2014, the Company issued 75,000 shares of common stock to consultants in exchange for services. Consulting costs charged to operations were $140,250. During the three months ended September 30, 2015, the Company issued 78,877 shares of common stock to consultants in exchange for services. Consulting costs charged to operations were $38,439. During the three months ended September 30, 2014, the Company issued 75,000 shares of common stock to consultants in exchange for services. Consulting costs charged to operations were $68,500. (b) During the three months ended March 31, 2015, the Company issued 3,000 fully vested warrants to consultants in exchange for services. Consulting costs charged to operations were $1,632. During the three months ended March 31, 2015, 3,693,898 warrants were forfeited. During the three months ended March 31, 2014, the Company issued 733,000 fully vested warrants to consultants in exchange for services. Consulting costs charged to operations were $900,317. During the three months ended March 31, 2014, 121,500 warrants were forfeited. During the three months ended March 31, 2014, 12,522,198 warrants were exercised on a cashless basis resulting in 9,100,824 common shares being issued. During the three months ended March 31, 2014, 3,036,218 warrants were exercised for $2,672,364 resulting in 3,036,218 common shares issued. During the three months ended June 30, 2015, the Company issued 100,000 fully vested warrants to consultants in exchange for services. Consulting costs charged to operations were $53,582. During the three months ended June 30, 2015, 1,161,790 warrants were forfeited. During the three months ended June 30, 2014, the Company issued 202,000 fully vested warrants to consultants in exchange for services. Consulting costs charged to operations were $450,002. During the three months ended June 30, 2014, 315,000 warrants were forfeited. During the three months ended June 30, 2014, 1,594,082 warrants were exercised on a cashless basis resulting in 915,467 common shares being issued. During the three months ended June 30, 2014, 372,000 warrants were exercised for $372,000 resulting in 372,000 common shares issued. During the three months ended September 30, 2015, the Company issued 79,500 fully vested warrants to consultants in exchange for services. Consulting costs charged to operations were $24,262. During the three months ended September 30, 2015, 1,152,135 warrants were forfeited. During the three months ended September 30, 2014, the Company issued 6,000 fully vested warrants to consultants in exchange for services. Consulting costs charged to operations were $4,189. During the three months ended September 30, 2014, 228,500 warrants were forfeited. As the fair market value of these services was not readily determinable, these services were valued based on the fair market value of the warrants, determined using the Black-Scholes option-pricing model. (c) The Company determined that warrants issued January 13, 2011 and referred to as Series A Warrants and Series C Warrants should be classified as liabilities in accordance with ASC 815 because the warrants in question contain exercise price reset features that require the exercise price of the warrants be adjusted if the Company issues certain other equity related instruments at a lower price per share. The value of the warrant liability was determined based on the Monte-Carlo Simulation model at the date the warrants were issued. The warrant liability is then revalued at each subsequent quarter. For the three months ended March 31, 2015, there was a gain recognized from the revaluation of the warrant liability of $14,275. For the three months ended March 31, 2014, there was a loss recognized from the revaluation of the warrant liability of $1,153,835. For the three months ended June 30, 2015 and 2014, there was a gain recognized from the revaluation of the warrant liability of $45,568 and $186,262, respectively. For the three months ended September 30, 2015 and 2014, there was a loss recognized from the revaluation of the warrant liability of $2,607 and $16,734, respectively. (d) In March and April 2010, the Company issued 8% Convertible Preferred Stock with warrants. The Company determined that warrants issued with the 8% Convertible Preferred Stock should be classified as liabilities in accordance with ASC 815 because the warrants in question contain exercise price reset features that require the exercise price of the warrants be adjusted if the Company issues certain other equity related instruments at a lower price per share. The value of the warrant liability was determined based on the Monte-Carlo Simulation model at the date the warrants were issued. The warrant liability is then revalued at each subsequent quarter. For the three months ended March 31, 2015, there was a gain recognized from the revaluation of the warrant liability of $79,751. For the three months ended March 31, 2014, there was a loss recognized from the revaluation of the warrant liability of $211,422. During the three months ended March 31, 2015, the remaining warrants included in the warrant liability were forfeited. There were no outstanding 2010 warrants at March 31, 2015 and therefore there is no gain or loss for the three months ended June 30, 2015 or the three months ended September 30, 2015. For the three months ended June 30, 2014, there was a gain recognized from the revaluation of the warrant liability of $3,285,793. For the three months ended September 30, 2014, there was a gain recognized from the revaluation of the warrant liability of $92,458. (e) In February 2013, the Company issued Series A 8% Convertible Preferred Stock with warrants. The Company determined that warrants issued with the Series A 8% Convertible Preferred Stock should be classified as liabilities in accordance with ASC 815 because the warrants in question contain exercise price reset features that require the exercise price of the warrants be adjusted if the Company issues certain other equity related instruments at a lower price per share. The preferred stock was determined to have characteristics more akin to equity than debt. As a result, the conversion option was determined to be clearly and closely related to the preferred stock and therefore does not need to be bifurcated and classified as a liability. The proceeds received from the issuance of the preferred stock were first allocated to the fair value of the warrants with the remainder allocated to the preferred stock. The fair value of the preferred stock if converted on the date of issuance was greater than the value allocated to the preferred stock. As a result, a beneficial conversion amount was recorded upon issuance. The value of the warrant liability was determined based on the Monte-Carlo Simulation model at the date the warrants were issued. The warrant liability is then revalued at each subsequent quarter. There were no outstanding 2013 warrants at December 31, 2014 and therefore there is no gain or loss for the three months ended March 31, 2015, the three months ended June 30, 2015, or the three months ended September 30, 2015. For the three months ended March 31, 2014, there was a loss recognized from the revaluation of the warrant liability of $921,776. For the three months ended June 30, 2014, there was a gain recognized from the revaluation of the warrant liability of $42,970. There were no outstanding 2013 warrants at June 30, 2014 and therefore there was no gain or loss for the three months ended September 30, 2014. (f) In January 2014, there were 33,334 shares of the Company’s Series A 8% Convertible Preferred Stock that converted into 33,334 shares of the Company’s common stock. As of January 15, 2014, there were no shares of Series A 8% Convertible Preferred Stock outstanding. In 2014, the Company recognized no dividends because of the conversion of all outstanding shares of preferred stock to common stock as of January 15, 2014. (g) During the three months ended March 31, 2015, the Company completed a private offering of common stock and warrants to accredited investors for gross proceeds of $776,000. The Company received subscriptions, in the aggregate, for 776,000 shares of common stock and five year warrants to purchase 388,000 shares of common stock. Investors received five year fully vested warrants to purchase up to 50% of the number of shares purchased by the investors in the offering. The warrants have an exercise price of $1.25 per share. The purchase price for each share of common stock together with the warrants is $1.00. The Company plans to use the proceeds for working capital and other general corporate purposes. Network 1 Financial Securities, Inc. served as placement agent for the offering. In connection with the offering, the Company paid $100,880 and issued five year fully vested warrants to purchase 77,600 shares of common stock with an exercise price of $1.25 to Network 1 Financial Securities, Inc., which represents 10% of the total number of shares of common stock subscribed for by investors solicited by Network 1 Financial Securities, Inc. During the three months ended June 30, 2015, the Company completed a private offering of common stock and warrants to accredited investors for gross proceeds of $1,011,100. The Company received subscriptions, in the aggregate, for 1,011,100 shares of common stock and five year warrants to purchase 505,550 shares of common stock. Investors received five year fully vested warrants to purchase up to 50% of the number of shares purchased by the investors in the offering. The warrants have an exercise price of $1.25 per share. The purchase price for each share of common stock together with the warrants is $1.00. The Company plans to use the proceeds for working capital and other general corporate purposes. Network 1 Financial Securities, Inc. served as placement agent for the offering. In connection with the offering, the Company paid $131,443 and issued five year fully vested warrants to purchase 101,110 shares of common stock with an exercise price of $1.25 to Network 1 Financial Securities, Inc., which represents 10% of the total number of shares of common stock subscribed for by investors solicited by Network 1 Financial Securities, Inc. (h) On June 24, 2015, the Company completed a public offering of common stock and warrants for gross proceeds of $13,151,250 (the “Offering”). The Offering consisted of 17,500,000 shares of common stock and warrants to purchase 17,500,000 shares of common stock with a public offering price of $0.75 for a fixed combination of one share of common stock and a warrant to purchase one share of common stock. Investors received five year fully vested warrants to purchase up to 100% of the number of shares purchased by the investors in the Offering. The warrants have an exercise price of $0.85 per share. At the closing, the underwriters exercised their over-allotment option with respect to warrants to purchase up to an additional 2,625,000 shares of common stock at $0.01 per warrant. The warrants issued in the Offering began trading on the NYSE MKT on June 22, 2015, under the ticker symbol “PVCTWS.” The Company plans to use the proceeds of the Offering for clinical development, working capital and general corporate purposes. Maxim Group LLC acted as sole book-running manager for the Offering. In connection with the Offering, the Company paid $1,052,100 to Maxim Group LLC. As of September 30, 2015, 20,125,000 tradable warrants are outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 5. Stock-Based Compensation One employee of the Company exercised 185,000 options at an exercise price of $1.02 per share of common stock for $188,700 during the three months ended March 31, 2015. Another employee of the Company exercised 76,764 options at an exercise price of $0.64 per share of common stock for $49,129 during the three months ended March 31, 2015. Another employee of the Company exercised 33,334 options at an exercise price of $0.75 per share of common stock for $25,000 and 29,786 options at an exercise price of $0.94 per share of common stock for $27,999 during the three months ended March 31, 2015. One employee of the Company forfeited 300,000 stock options on January 7, 2015. One employee of the Company exercised 25,000 options at an exercise price of $0.95 per share of common stock for $23,750, 14,248 options at an exercise price of $0.75 per share of common stock for $10,686 and 600,000 options at an exercise price of $0.93 per share of common stock for $558,000 during the three months ended March 31, 2014. Another employee of the Company exercised 300,000 options at an exercise price of $1.10 per share of common stock for $330,000 during the three months ended March 31, 2014. Another employee of the Company exercised 189,624 options at an exercise price of $1.10 per share of common stock for $208,586 during the three months ended March 31, 2014. One employee of the Company forfeited 300,000 stock options on February 26, 2014. Two employees and a former non-employee member of the board of the Company each forfeited 25,000 stock options on May 19, 2015 for a total of 75,000 options. Two employees of the Company each forfeited 300,000 stock options on May 25, 2015 for a total of 600,000 options. One employee of the Company exercised 25,000 options at an exercise price of $0.95 per share of common stock for $23,750 during the three months ended June 30, 2014. Another employee of the Company exercised 100,000 options at an exercise price of $1.25 per share of common stock for $125,000 during the three months ended June 30, 2014. A former non-employee member of the board exercised 25,000 options at an exercise price of $0.95 per share of common stock for $23,750 during the three months ended June 30, 2014. One employee of the Company forfeited 25,000 stock options on May 27, 2014. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 6. Fair Value of Financial Instruments The FASB’s authoritative guidance on fair value measurements establishes a framework for measuring fair value, and expands disclosure about fair value measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are measured and reported on a fair value basis. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs are classified as Level 3. The fair value of certain of the Company’s financial instruments, including cash and cash equivalents and accounts payable, approximates the carrying value due to the relatively short maturity of such instruments. The fair value of derivative instruments is determined by management with the assistance of an independent third party valuation specialist. The warrant liability is a derivative instrument and is classified as Level 3. The Company used the Monte-Carlo Simulation model to estimate the fair value of the warrants. Significant assumptions used are as follows: September 30, 2015 2011 Warrants: Weighted average term 0.3 years Probability the warrant exercise price would be reset 5% Volatility 83.83% Risk free interest rate 0.01% At September 30, 2015 there are no remaining 2013 and 2010 warrants and, therefore, no associated warrant liability. The warrant liability measured at fair value on a recurring basis is as follows: Total Level 1 Level 2 Level 3 Derivative instruments: Warrant liability at September 30, 2015 $ 9,573 $ — $ — $ 9,573 Warrant liability at December 31, 2014 $ 146,560 $ — $ — $ 146,560 A reconciliation of the warranty liability measured at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) from January 1, 2015 to September 30, 2015 follows: Balance at January 1, 2015 $ 146,560 Issuance of warrants — Change in fair value of warrants included in earnings (136,987 ) Exercise of warrants — Balance at September 30, 2015 $ 9,573 |
Litigation
Litigation | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | 7. Litigation Kleba Shareholder Derivative Lawsuit On January 2, 2013, Glenn Kleba, derivatively on behalf of the Company, filed a shareholder derivative complaint in the Circuit Court for the State of Tennessee, Knox County (the “Court”), against H. Craig Dees, Timothy C. Scott, Eric A. Wachter, and Peter R. Culpepper (collectively, the “Executives”), Stuart Fuchs, Kelly M. McMasters, and Alfred E. Smith, IV (collectively, together with the Executives, the “Individual Defendants”), and against the Company as a nominal defendant (the “Shareholder Derivative Lawsuit”). The Shareholder Derivative Lawsuit alleged (i) breach of fiduciary duties, (ii) waste of corporate assets, and (iii) unjust enrichment, all three claims based on Mr. Kleba’s allegations that the defendants authorized and/or accepted stock option awards in violation of the terms of the Company’s 2002 Stock Plan (the “Plan”) by issuing stock options in excess of the amounts authorized under the Plan and delegated to defendant H. Craig Dees the sole authority to grant himself and the other Executives cash bonuses that Mr. Kleba alleges to be excessive. In April 2013, the Company’s Board of Directors appointed a special litigation committee to investigate the allegations of the Shareholder Derivative Complaint and make a determination as to how the matter should be resolved. The special litigation committee conducted its investigation, and proceedings in the case were stayed pending the conclusion of the committee’s investigation. The Company has established a reserve of $100,000 for potential liabilities because such is the amount of the self-insured retention of its insurance policy. On February 21, 2014, an Amended Shareholder Derivative Complaint was filed which added Don B. Dale (“Mr. Dale”) as a plaintiff. On March 6, 2014, the Company filed a Joint Notice of Settlement (the “Notice of Settlement”) in the Shareholder Derivative Lawsuit. In addition to the Company, the parties to the Notice of Settlement are Mr. Kleba, Mr. Dale and the Individual Defendants. On June 6, 2014, the Company, in its capacity as a nominal defendant, entered into a Stipulated Settlement Agreement and Mutual Release (the “Settlement”) in the Shareholder Derivative Lawsuit. In addition to the Company and the Individual Defendants, Plaintiffs Glenn Kleba and Don B. Dale are parties to the Settlement. By entering into the Settlement, the settling parties have resolved the derivative claims to their mutual satisfaction. The Individual Defendants have not admitted the validity of any claims or allegations and the settling plaintiffs have not admitted that any claims or allegations lack merit or foundation. Under the terms of the Settlement, (i) the Executives each agreed (A) to re-pay to the Company $2.24 Million of the cash bonuses they each received in 2010 and 2011, which amount equals 70% of such bonuses or an estimate of the after-tax net proceeds to each Executive; provided, however, that subject to certain terms and conditions set forth in the Settlement, the Executives are entitled to a 2:1 credit such that total actual repayment may be $1.12 Million each; (B) to reimburse the Company for 25% of the actual costs, net of recovery from any other source, incurred by the Company as a result of the Shareholder Derivative Lawsuit; and (C) to grant to the Company a first priority security interest in 1,000,000 shares of the Company’s common stock owned by each such Executive to serve as collateral for the amounts due to the Company under the Settlement; (ii) Drs. Dees and Scott and Mr. Culpepper agreed to retain incentive stock options for 100,000 shares but shall forfeit 50% of the nonqualified stock options granted to each such Executive in both 2010 and 2011. The Settlement also requires that each of the Executives enter into new employment agreements with the Company, which were entered into on April 28, 2014, and that the Company adhere to certain corporate governance principles and processes in the future. Under the Settlement, Messrs. Fuchs and Smith and Dr. McMasters have each agreed to pay the Company $25,000 in cash, subject to reduction by such amount that the Company’s insurance carrier pays to the Company on behalf of such defendant pursuant to such defendant’s directors and officers liability insurance policy. The Settlement also provides for an award to plaintiffs’ counsel of attorneys’ fees and reimbursement of expenses in connection with their role in this litigation, subject to Court approval. On July 24, 2014, the Court approved the terms of the proposed Settlement and awarded $911,000 to plaintiffs’ counsel for attorneys’ fees and reimbursement of expenses in connection with their role in the Shareholder Derivative Lawsuit. The payment to plaintiff’s counsel was made by the Company during October 2014 and is still recorded as other current assets at September 30, 2015 and December 31, 2014. The Company is seeking reimbursement of the full amount from insurance and if the full amount is not received from insurance, the amount remaining will be reimbursed to the Company from the Individual Defendants. On October 3, 2014, the Settlement was effective and stock options for Drs. Dees and Scott and Mr. Culpepper were rescinded, totaling 2,800,000. $733,333 was repaid by the Executives as of September 30, 2015. The first year payment due has been paid. The remaining cash settlement amounts will continue to be repaid to the Company over a period of four years with the second payment due in total by October 2016 and the final payment is expected to be received by October 3, 2019. $80,105 of the settlement discount was amortized as of September 30, 2015. The remaining balance due the Company as of September 30, 2015 is $3,746,667 with a present value discount remaining of $288,217. Class Action Lawsuits On May 27, 2014, Cary Farrah and James H. Harrison, Jr., individually and on behalf of all others similarly situated (the “Farrah Case”), and on May 29, 2014, each of Paul Jason Chaney, individually and on behalf of all others similarly situated (the “Chaney Case”), and Jayson Dauphinee, individually and on behalf of all others similarly situated (the “Dauphinee Case”) (the plaintiffs in the Farrah Case, the Chaney Case and the Dauphinee Case collectively referred to as the “Plaintiffs”), each filed a class action lawsuit in the United States District Court for the Middle District of Tennessee against the Company, H. Craig Dees, Timothy C. Scott and Peter R. Culpepper (the “Defendants”) alleging violations by the Defendants of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. Specifically, the Plaintiffs in each of the Farrah Case, the Chaney Case and the Dauphinee Case allege that the Defendants are liable for making false statements and failing to disclose adverse facts known to them about the Company, in connection with the Company’s application to the FDA for Breakthrough Therapy Designation (“BTD”) of the Company’s melanoma drug, PV-10, in the Spring of 2014, and the FDA’s subsequent denial of the Company’s application for BTD. On July 9, 2014, the Plaintiffs and the Defendants filed joint motions in the Farrah Case, the Chaney Case and the Dauphinee Case to consolidate the cases and transfer them to United States District Court for the Eastern District of Tennessee. By order dated July 16, 2014, the United States District Court for the Middle District of Tennessee entered an order consolidating the Farrah Case, the Chaney Case and the Dauphinee Case (collectively and, as consolidated, the “Securities Litigation”) and transferred the Securities Litigation to the United States District Court for the Eastern District of Tennessee. On November 26, 2014, the United States District Court for the Eastern District of Tennessee (the “Court”) entered an order appointing Fawwaz Hamati as the Lead Plaintiff in the Securities Litigation, with the Law Firm of Glancy Binkow & Goldberg, LLP as counsel to Lead Plaintiff. On February 3, 2015, the Court entered an order compelling the Lead Plaintiff to file a consolidated amended complaint within 60 days of entry of the order. On April 6, 2015, the Lead Plaintiff filed a Consolidated Amended Class Action Complaint (the “Consolidated Complaint”) in the Class Action Case, alleging that Provectus and the other individual defendants made knowingly false representations about the likelihood that PV-10 On June 5, 2015, Provectus filed its Motion to Dismiss the Consolidated Complaint (the “Motion to Dismiss”). On July 20, 2015, the Lead Plaintiff filed his response in opposition to the Motion to Dismiss (the “Response”). Pursuant to order of the Court, Provectus replied to the Response on September 18, 2015. On October 1, 2015, the Court entered an order staying a ruling on the Motion to Dismiss pending a mediation to resolve the Securities Litigation in its entirety. A mediation occurred on October 28, 2015, and discussions are continuing. If the mediation is unsuccessful at resolving the Securities Litigation, the Company intends to defend vigorously against all claims in the Consolidated Complaint. However, in view of the inherent uncertainties of litigation and the early stage of this litigation, the outcome of the Class Action Case cannot be predicted at this time. Likewise, the amount of any potential loss cannot be reasonably estimated. No amounts have been recorded in the consolidated financial statements as the outcome of the Class Action Case cannot be predicted and the amount of any potential loss is not estimable at this time. Hurtado Shareholder Derivative Lawsuit On June 4, 2014, Karla Hurtado, derivatively on behalf of the Company, filed a shareholder derivative complaint in the United States District Court for the Middle District of Tennessee against H. Craig Dees, Timothy C. Scott, Jan E. Koe, Kelly M. McMasters, and Alfred E. Smith, IV (collectively, the “Individual Defendants”), and against the Company as a nominal defendant (the “Hurtado Shareholder Derivative Lawsuit”). The Hurtado Shareholder Derivative Lawsuit alleges (i) breach of fiduciary duties and (ii) abuse of control, both claims based on Ms. Hurtado’s allegations that the Individual Defendants (a) recklessly permitted the Company to make false and misleading disclosures and (b) failed to implement adequate controls and procedures to ensure the accuracy of the Company’s disclosures. On July 25, 2014, the United States District Court for the Middle District of Tennessee entered an order transferring the case to the United States District Court for the Eastern District of Tennessee and, in light of the pending Securities Litigation, relieving the Individual Defendants from responding to the complaint in the Hurtado Shareholder Derivative Lawsuit pending further order from the United States District Court for the Eastern District of Tennessee. On April 9, 2015, the United States District Court for the Eastern District of Tennessee entered an Order staying the Hurtado Shareholder Derivative Lawsuit pending a ruling on the Motion to Dismiss filed by Provectus in the Class Action Case. As a nominal defendant, no relief is sought against the Company itself in the Hurtado Shareholder Derivative Lawsuit. Montiminy Shareholder Derivative Lawsuit On October 24, 2014, Paul Montiminy brought a shareholder derivative complaint on behalf of the Company in the United States District Court for the Eastern District of Tennessee (the “Montiminy Shareholder Derivative Lawsuit”) against H. Craig Dees, Timothy C. Scott, Jan E. Koe, Kelly M. McMasters, and Alfred E. Smith, IV (collectively, the “Individual Defendants”). Like the Hurtado Shareholder Derivative Lawsuit, the Montiminy Shareholder Derivative Lawsuit alleges (i) breach of fiduciary duties and (ii) gross mismanagement of the assets and business of the Company, both claims based on Mr. Montiminy’s allegations that the Individual Defendants recklessly permitted the Company to make certain false and misleading disclosures regarding the likelihood that the Company’s melanoma drug, PV-10, would qualify for BTD. As a practical matter, the factual allegations and requested relief in the Montiminy Shareholder Derivative Lawsuit are substantively the same as those in the Hurtado Shareholder Derivative Lawsuit. On December 29, 2014, the United States District Court for the Eastern District of Tennessee (the “Court”) entered an order consolidating the Hurtado Shareholder Derivative Lawsuit and the Montiminy Derivative Lawsuit. On February 25, 2015, the parties submitted a proposed agreed order staying the Hurtado and Montiminy Shareholder Derivative Lawsuits until the Court issues a ruling on the anticipated motion to dismiss the amended consolidated complaint to be filed in the Securities Litigation. On April 9, 2015, the United States District Court for the Eastern District of Tennessee entered an Order staying the Hurtado and Montiminy Shareholder Derivative Lawsuits pending a ruling on the Motion to Dismiss filed by Provectus in the Class Action Case. As in the Hurtado Shareholder Derivative Lawsuit, no relief is sought against the Company itself; the action is against the Individual Defendants only. Foley Shareholder Derivative Lawsuit On October 28, 2014, Chris Foley, derivatively on behalf of the Company, filed a shareholder derivative complaint in the Chancery Court of Knox County, Tennessee against H. Craig Dees, Timothy C. Scott, Jan E. Koe, Kelly M. McMasters, and Alfred E. Smith, IV (collectively, the “Individual Defendants”), and against the Company as a nominal defendant (the “Foley Shareholder Derivative Lawsuit”). The Foley Shareholder Derivative Lawsuit was brought by the same attorney as the Montiminy Shareholder Derivative Lawsuit, Paul Kent Bramlett of Bramlett Law Offices. Other than the difference in the named plaintiff, the complaints in the Foley Shareholder Derivative Lawsuit and the Montiminy Shareholder Derivative Lawsuit are identical. On March 6, 2015, the Chancery Court of Knox County, Tennessee entered an Order staying the Foley Derivative Lawsuit until the United States District Court for the Eastern District of Tennessee issues a ruling on the Motion to Dismiss filed by Provectus in the Class Action Case. As in the Hurtado and Montiminy Shareholder Derivative Lawsuits, no relief is sought against the Company itself; the action is against the Individual Defendants only. Donato Shareholder Derivative Lawsuit On June 24, 2015, Sean Donato, derivatively on behalf of the Company, filed a shareholder derivative complaint in the Chancery Court of Knox County, Tennessee against H. Craig Dees, Timothy C. Scott, Jan. E. Koe, Kelly M. McMasters, and Alfred E. Smith, IV (collectively, the “Individual Defendants”), and against the Company as a nominal defendant (the “Donato Shareholder Derivative Lawsuit”). Other than the difference in the named plaintiff, the Donato Shareholder Derivative Lawsuit is virtually identical to the other pending derivative lawsuits. All of these cases assert claims against the Defendants for breach of fiduciary duties based on the Company’s purportedly misleading statements about the likelihood that PV-10 would be approved by the FDA. We are not in a position at this time to give you an evaluation of the likelihood of an unfavorable outcome, or an estimate of the amount or range of potential loss to the Company. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events The Company has evaluated subsequent events through the date of the filing of these financial statements. On October 1, 2015, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to increase the number of shares of common stock the Company is authorized to issue from 300,000,000 to 400,000,000 shares. |
Fair Value of Financial Instr15
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Estimated Fair Value of Warrants | The Company used the Monte-Carlo Simulation model to estimate the fair value of the warrants. Significant assumptions used are as follows: September 30, 2015 2011 Warrants: Weighted average term 0.3 years Probability the warrant exercise price would be reset 5% Volatility 83.83% Risk free interest rate 0.01% |
Warrant Liability Measured at Fair Value on a Recurring Basis | The warrant liability measured at fair value on a recurring basis is as follows: Total Level 1 Level 2 Level 3 Derivative instruments: Warrant liability at September 30, 2015 $ 9,573 $ — $ — $ 9,573 Warrant liability at December 31, 2014 $ 146,560 $ — $ — $ 146,560 |
Reconciliation of the Warranty Liability Measured at Fair Value on a Recurring Basis | A reconciliation of the warranty liability measured at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) from January 1, 2015 to September 30, 2015 follows: Balance at January 1, 2015 $ 146,560 Issuance of warrants — Change in fair value of warrants included in earnings (136,987 ) Exercise of warrants — Balance at September 30, 2015 $ 9,573 |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Material revenue | $ 0 |
Basic and Diluted Loss Per Co17
Basic and Diluted Loss Per Common Share - Additional Information (Detail) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Tradable Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common shares excluded from the calculation | 78,607,893 | 60,240,698 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Common shares excluded from the calculation | 9,545,214 | 13,868,334 |
Equity Transactions - Additiona
Equity Transactions - Additional Information (Detail) - USD ($) | Jun. 24, 2015 | Jan. 31, 2014 | Feb. 28, 2013 | Apr. 30, 2010 | Mar. 31, 2010 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Jan. 15, 2014 |
Class of Stock [Line Items] | |||||||||||||||
Issuance of common stock to consultants | 78,877 | 75,000 | 75,000 | 75,000 | 75,000 | 75,000 | |||||||||
Issuance of warrants to consultants | 79,500 | 100,000 | 3,000 | 6,000 | 202,000 | 733,000 | |||||||||
Consulting costs charges related to warrants | $ 24,262 | $ 53,582 | $ 1,632 | $ 4,189 | $ 450,002 | $ 900,317 | $ 79,476 | $ 1,354,508 | |||||||
Warrants forfeited | 1,152,135 | 1,161,790 | 3,693,898 | 228,500 | 315,000 | 121,500 | |||||||||
Warrants exercised on cashless basis | 1,594,082 | 12,522,198 | |||||||||||||
Shares issued in cashless exercise | 915,467 | 9,100,824 | |||||||||||||
Warrants exercised | 372,000 | 3,036,218 | |||||||||||||
Exercise price of warrants | $ 372,000 | $ 2,672,364 | |||||||||||||
Common stock to be issued on exercise of warrant | 372,000 | 3,036,218 | |||||||||||||
Gain (loss) on revaluation of warrants liability | $ (2,607) | $ 45,568 | $ 14,275 | $ (16,734) | $ 186,262 | $ (1,153,835) | |||||||||
Converted preferred stock | 33,334 | ||||||||||||||
Preferred stock converted into shares | 33,334 | ||||||||||||||
Convertible preferred stock outstanding | 0 | ||||||||||||||
Dividends on preferred stock | $ 0 | ||||||||||||||
Gross proceeds from private offering of common stock and warrants to accredited investors | $ 1,011,100 | $ 776,000 | |||||||||||||
Company accepted subscriptions in aggregate | 1,011,100 | 776,000 | |||||||||||||
Investors received five year warrants | 50.00% | 50.00% | |||||||||||||
Exercise price of common stock | $ 1.25 | $ 1.25 | |||||||||||||
Purchase price of common stock with warrants | $ 1 | $ 1 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Consulting costs charges | 38,439 | $ 63,000 | $ 64,000 | 68,500 | 140,250 | 137,500 | |||||||||
Tradable Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Gain (loss) on revaluation of warrants liability | $ 0 | 0 | $ 79,751 | 92,458 | 3,285,793 | ||||||||||
Loss from the revaluation of the warrant liability | 211,422 | ||||||||||||||
Warrants outstanding | 0 | ||||||||||||||
Public Offering [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock to be issued on exercise of warrant | 17,500,000 | ||||||||||||||
Gross proceeds from private offering of common stock and warrants to accredited investors | $ 13,151,250 | ||||||||||||||
Exercise price of common stock | $ 0.85 | ||||||||||||||
Purchase price of common stock with warrants | $ 0.01 | ||||||||||||||
Number of shares of common stock and warrants issued | 17,500,000 | ||||||||||||||
Public offering price per share | $ 0.75 | ||||||||||||||
Number of shares called by each warrant | 1 | ||||||||||||||
Warrants vesting period | 5 years | ||||||||||||||
Percentage of share purchased | 100.00% | ||||||||||||||
Additional shares of common stock purchased | 2,625,000 | ||||||||||||||
Public Offering [Member] | Tradable Warrants [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Warrants outstanding | 20,125,000 | 20,125,000 | |||||||||||||
8% Convertible Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Convertible preferred stock | 8.00% | 8.00% | |||||||||||||
Series A 8% Convertible Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Gain (loss) on revaluation of warrants liability | $ 0 | $ 0 | $ 0 | $ 0 | $ 42,970 | $ (921,776) | |||||||||
Convertible preferred stock | 8.00% | ||||||||||||||
Warrants outstanding | 0 | 0 | |||||||||||||
Network 1 Financial Securities [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Common stock to be issued on exercise of warrant | 101,110 | 77,600 | |||||||||||||
Exercise price of common stock | $ 1.25 | $ 1.25 | |||||||||||||
Payment of fully vested warrants | $ 131,443 | $ 100,880 | |||||||||||||
Percentage of total number of shares of common stock sold to investors | 10.00% | 10.00% | |||||||||||||
Maxim Group LLC [Member] | Public Offering [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Payment of fully vested warrants | $ 1,052,100 | ||||||||||||||
Five Year Warrant [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Expiration of warrants | 5 years | 5 years | |||||||||||||
Number of shares issuable on exercises of warrants issued | 505,550 | 388,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | May. 25, 2015Employeesshares | May. 19, 2015Employeesshares | Jan. 07, 2015Employeesshares | May. 27, 2014shares | Feb. 26, 2014Employeesshares | Mar. 31, 2015USD ($)Employees$ / sharesshares | Jun. 30, 2014USD ($)Employees$ / sharesshares | Mar. 31, 2014USD ($)Employees$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of Shares forfeited | 300,000 | 25,000 | 300,000 | |||||
Employee One [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of employees | Employees | 1 | 1 | ||||||
Options Exercised Price One [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of employees | Employees | 2 | |||||||
Number of Shares forfeited | 75,000 | |||||||
Options Exercised Price One [Member] | Employee One [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of options exercised at an exercise price | 185,000 | 25,000 | 25,000 | |||||
Number of employees | Employees | 1 | 1 | 1 | |||||
Exercise price/share | $ / shares | $ 1.02 | $ 0.95 | $ 0.95 | |||||
Common stock value | $ | $ 188,700 | $ 23,750 | $ 23,750 | |||||
Number of Shares forfeited | 25,000 | |||||||
Options Exercised Price One [Member] | Employee Two [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of options exercised at an exercise price | 76,764 | 100,000 | 300,000 | |||||
Number of employees | Employees | 1 | |||||||
Exercise price/share | $ / shares | $ 0.64 | $ 1.25 | $ 1.10 | |||||
Common stock value | $ | $ 49,129 | $ 125,000 | $ 330,000 | |||||
Number of Shares forfeited | 25,000 | |||||||
Options Exercised Price One [Member] | Employee Three [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of options exercised at an exercise price | 33,334 | 189,624 | ||||||
Exercise price/share | $ / shares | $ 0.75 | $ 1.10 | ||||||
Common stock value | $ | $ 25,000 | $ 208,586 | ||||||
Options Exercised Price One [Member] | Non Employee [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of options exercised at an exercise price | 25,000 | |||||||
Exercise price/share | $ / shares | $ 0.95 | |||||||
Common stock value | $ | $ 23,750 | |||||||
Number of Shares forfeited | 25,000 | |||||||
Options Exercised Price Two [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of employees | Employees | 2 | |||||||
Number of Shares forfeited | 600,000 | |||||||
Options Exercised Price Two [Member] | Employee One [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of options exercised at an exercise price | 14,248 | |||||||
Exercise price/share | $ / shares | $ 0.75 | |||||||
Common stock value | $ | $ 10,686 | |||||||
Number of Shares forfeited | 300,000 | |||||||
Options Exercised Price Two [Member] | Employee Two [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of Shares forfeited | 300,000 | |||||||
Options Exercised Price Two [Member] | Employee Three [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of options exercised at an exercise price | 29,786 | |||||||
Exercise price/share | $ / shares | $ 0.94 | |||||||
Common stock value | $ | $ 27,999 | |||||||
Options Exercised Price Three [Member] | Employee One [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of options exercised at an exercise price | 600,000 | |||||||
Exercise price/share | $ / shares | $ 0.93 | |||||||
Common stock value | $ | $ 558,000 |
Fair Value of Financial Instr20
Fair Value of Financial Instruments - Estimated Fair Value of Warrants (Detail) - 2011 Warrants [Member] | 9 Months Ended |
Sep. 30, 2015 | |
Class of Stock [Line Items] | |
Weighted average term | 3 months 18 days |
Probability the warrant exercise price would be reset | 5.00% |
Volatility | 83.83% |
Risk free interest rate | 0.01% |
Fair Value of Financial Instr21
Fair Value of Financial Instruments - Warrant Liability Measured at Fair Value on a Recurring Basis (Detail) - Recurring [Member] - Tradable Warrants [Member] - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 9,573 | $ 146,560 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 9,573 | $ 146,560 |
Fair Value of Financial Instr22
Fair Value of Financial Instruments - Reconciliation of the Warranty Liability Measured at Fair Value on a Recurring Basis (Detail) - Recurring [Member] - Level 3 [Member] - Tradable Warrants [Member] | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Beginning Balance | $ 146,560 |
Issuance of warrants | 0 |
Change in fair value of warrants included in earnings | (136,987) |
Exercise of warrants | 0 |
Ending Balance | $ 9,573 |
Litigation - Additional Informa
Litigation - Additional Information (Detail) - USD ($) | Oct. 03, 2014 | Jul. 24, 2014 | Jun. 06, 2014 | Sep. 30, 2015 | Apr. 30, 2013 |
Loss Contingencies [Line Items] | |||||
Reserve for litigation | $ 100,000 | ||||
Damages sought to be receivable | $ 2,240,000 | ||||
Estimated bonus percentage | 70.00% | ||||
Future payment ratio of contingent consideration | 2 | ||||
Repayment under contingency | $ 1,120,000 | ||||
Reimbursement cost percentage | 25.00% | ||||
Attorney's fees and reimbursement of expenses | $ 911,000 | ||||
Stock options | 2,800,000 | ||||
Litigation settlement payment description | The remaining cash settlement amounts will continue to be repaid to the Company over a period of four years with the second payment due in total by October 2016 and the final payment is expected to be received by October 3, 2019. $80,105 of the settlement discount was amortized as of September 30, 2015. | ||||
Litigation settlement, amortization of discount | $ 80,105 | ||||
Litigation settlement, remaining balance due | 3,746,667 | ||||
Litigation settlement, present value of discount remaining | 288,217 | ||||
Executive Officer [Member] | |||||
Loss Contingencies [Line Items] | |||||
Repayment under contingency | $ 733,333 | ||||
Number of shares acquired under litigation | 1,000,000 | ||||
Stock option issued to employees | 100,000 | ||||
Share-based compensation forfeiture rate | 50.00% | ||||
Other Defendants [Member] | |||||
Loss Contingencies [Line Items] | |||||
Damages sought to be receivable | $ 25,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - shares | Oct. 01, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | |||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Common stock, shares authorized | 400,000,000 |