Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 10, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | PVCT | ||
Entity Registrant Name | PROVECTUS BIOPHARMACEUTICALS, INC. | ||
Entity Central Index Key | 315,545 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 364,773,297 | ||
Entity Public Float | $ 75,807,312 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 1,165,738 | $ 14,178,902 |
Short-term related party receivable - settlement | 300,000 | 500,000 |
Other current assets | 360,562 | 41,192 |
Total Current Assets | 1,826,300 | 14,720,094 |
Equipment and furnishings, less accumulated depreciation of $464,140 and $451,028, respectively | 72,033 | 85,145 |
Patents, net of accumulated amortization of $9,473,978 and $8,802,857, respectively | 2,241,467 | 2,912,588 |
Long-term related party receivable - reimbursable legal fees, net of reserve for uncollectibility of $445,500 and $227,750, respectively | 455,500 | 683,250 |
Long-term related party receivable - settlement, net of discount and reserve for uncollectibility of $1,549,043 and $870,578, respectively | 1,015,710 | 2,011,735 |
Other assets | 27,000 | |
Total Assets | 5,611,010 | 20,439,812 |
Current Liabilities: | ||
Accounts payable - trade | 1,919,870 | 1,887,171 |
Accrued consulting expense | 133,282 | |
Accrued settlement expense | 1,850,000 | |
Other accrued expenses | 221,956 | 252,418 |
Total Liabilities | 2,141,826 | 4,122,871 |
Commitments and contingencies | ||
Stockholders' Equity: | ||
Preferred stock; par value $0.001 per share; 25,000,000 shares authorized; Series B Convertible Preferred Stock; 240,000 shares designated; 8,600 and 0 shares issued and outstanding at December 31, 2016 and 2015, respectively; aggregate liquidation preference of $301,000 at December 31, 2016 | 9 | |
Common stock; par value $0.001 per share; 1,000,000,000 shares authorized; 364,773,297 and 204,979,100 shares issued and outstanding, respectively | 364,773 | 204,979 |
Additional paid-in capital | 208,327,822 | 196,908,112 |
Accumulated deficit | (205,223,420) | (180,796,150) |
Total Stockholder's Equity | 3,469,184 | 16,316,941 |
Total Liabilities and Stockholders' Equity | $ 5,611,010 | $ 20,439,812 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated depreciation on equipment and furnishings | $ 464,140 | $ 451,028 |
Amortization on patents | $ 9,473,978 | $ 8,802,857 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 8,600 | 0 |
Preferred stock, shares outstanding | 8,600 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 364,773,297 | 204,979,100 |
Common stock, shares outstanding | 364,773,297 | 204,979,100 |
Reimbursable legal fees, reserve for uncollectibility | $ 445,500 | $ 227,750 |
Settlement, discount and reserve for uncollectibility | 1,549,043 | $ 870,578 |
Series Convertible Preferred Stock [Member] | ||
Aggregate liquidation preference | $ 301,000 | |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 240,000 | |
Preferred stock, shares issued | 240,000 | 240,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Gain on settlement - net of discount | $ 4,178,345 | ||
Operating Expenses | |||
Research and development | $ 8,543,074 | $ 11,379,689 | 5,809,047 |
General and administrative | 15,968,949 | 13,274,072 | 11,002,326 |
Total Operating Loss | (24,512,023) | (24,653,761) | (12,633,028) |
Investment income | 2,126 | 4,861 | 5,645 |
Public offering issuance expense (See Note 4) | (436,248) | ||
Gain (loss) on change in fair value of warrant liability | 518,875 | 146,560 | 2,384,393 |
Net income (loss) | (24,427,270) | (24,502,340) | (10,242,990) |
Dividend paid-in kind to preferred shareholders | (2,386,453) | ||
Deemed dividend | (2,045,790) | ||
Net Loss Applicable to Common Shareholders | $ (28,859,513) | $ (24,502,340) | $ (10,242,990) |
Basic and Diluted Loss Per Common Share | $ (0.12) | $ (0.13) | $ (0.06) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 233,849,589 | 195,661,859 | 175,828,004 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Total | Series B Preferred Stock [Member] | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Common Stock [Member] | Paid in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2013 | $ 6,628,666 | $ 33 | $ 159,752 | $ 152,519,701 | $ (146,050,820) | ||
Beginning Balance, shares at Dec. 31, 2013 | 33,334 | 159,751,724 | |||||
Issuance of stock for services | 418,250 | $ 300 | 417,950 | ||||
Issuance of stock for services, shares | 300,000 | ||||||
Issuance of warrants for services | 2,321,327 | 2,321,327 | |||||
Reclassification of warrant liability | 10,335,619 | 10,335,619 | |||||
Cash proceeds from exercise of warrants and stock options | 4,490,757 | $ 14,926 | 4,475,831 | ||||
Cash proceeds from exercise of warrants and stock options, Shares | 14,926,617 | ||||||
Issuance of common stock and warrants pursuant to Regulation D | 11,122,602 | $ 9,785 | 11,112,817 | ||||
Issuance of common stock and warrants pursuant to Regulation D, shares | 9,784,600 | ||||||
Preferred stock conversions into common stock | $ (33) | $ 33 | |||||
Preferred stock conversions into common stock, shares | (33,334) | 33,334 | |||||
Employee compensation from stock options | 115,645 | 115,645 | |||||
Net loss | (10,242,990) | (10,242,990) | |||||
Ending Balance at Dec. 31, 2014 | 25,189,876 | $ 184,796 | 181,298,890 | (156,293,810) | |||
Ending Balance, shares at Dec. 31, 2014 | 184,796,275 | ||||||
Issuance of stock for services | 202,814 | $ 306 | 202,508 | ||||
Issuance of stock for services, shares | 305,627 | ||||||
Issuance of warrants for services | 552,358 | 552,358 | |||||
Cash proceeds from exercise of warrants and stock options | 549,730 | $ 590 | 549,140 | ||||
Cash proceeds from exercise of warrants and stock options, Shares | 590,098 | ||||||
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 Section 5 | 12,099,150 | $ 17,500 | 12,081,650 | ||||
Issuance of common stock and warrants pursuant to Section 5, shares | 17,500,000 | ||||||
Employee compensation from stock options | 670,576 | 670,576 | |||||
Net loss | (24,502,340) | (24,502,340) | |||||
Ending Balance at Dec. 31, 2015 | 16,316,941 | $ 204,979 | 196,908,112 | (180,796,150) | |||
Ending Balance, shares at Dec. 31, 2015 | 204,979,100 | ||||||
Issuance of stock for services | 20,163 | $ 52 | 20,111 | ||||
Issuance of stock for services, shares | 51,745 | ||||||
Reclassification of warrant liability | 3,160,114 | 3,160,114 | |||||
Issuance of common stock and warrants pursuant to warrant exchange offer | 6,353,447 | $ 7,798 | 6,345,649 | ||||
Issuance of common stock and warrants pursuant to warrant exchange offer, shares | 7,798,507 | ||||||
Issuance of preferred stock and warrants | 2,045,789 | $ 240 | 2,045,549 | ||||
Issuance of preferred stock and warrants, shares | 240,000 | ||||||
Preferred stock conversions into common stock | $ (231) | $ 142,467 | (142,236) | ||||
Preferred stock conversions into common stock, shares | 151,943,945 | (231,400) | 142,466,533 | ||||
Dividend paid in-kind to preferred shareholders | (2,386,453) | $ (72,453) | $ 9,477 | (9,477) | |||
Dividend paid in-kind to preferred shareholders, shares | 9,477,412 | 9,477,412 | |||||
Net loss | (24,427,270) | (24,427,270) | |||||
Ending Balance at Dec. 31, 2016 | $ 3,469,184 | $ 9 | $ 364,773 | $ 208,327,822 | $ (205,223,420) | ||
Ending Balance, shares at Dec. 31, 2016 | 8,600 | 364,773,297 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash Flows From Operating Activities | |||
Net loss | $ (24,427,270) | $ (24,502,340) | $ (10,242,990) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 13,112 | 13,165 | 8,532 |
Amortization of patents | 671,121 | 671,120 | 671,120 |
Warrant incentive expense | 2,718,407 | ||
Compensation through issuance of stock options | 670,576 | 115,645 | |
Issuance of stock for services | 20,163 | 202,814 | 418,250 |
Issuance of warrants for services | 552,358 | 2,321,327 | |
Public offering issuance expense (See Note 4) | 436,248 | ||
Gain on change in fair value of warrant liability | (518,875) | (146,560) | (2,384,393) |
Gain on settlement | (4,178,345) | ||
Reserve for uncollectibility of settlement receivable | 1,549,043 | 870,578 | |
Reserve for uncollectibility of legal fees receivable | 445,500 | 227,750 | |
Changes in operating assets and liabilities: | |||
Settlement receivable | 517,560 | 501,615 | 66,667 |
Other assets | (292,370) | 253,558 | (978,000) |
Accounts payable | 32,699 | 1,446,469 | 91,833 |
Accrued settlement expense | (1,850,000) | 1,850,000 | |
Accrued consulting and other accrued expense | (163,744) | (21,320) | 242,943 |
Net Cash Used In Operating Activities | (21,936,734) | (17,410,217) | (13,847,411) |
Cash Flows From Investing Activities | |||
Capital expenditures | (6,139) | (70,590) | |
Net Cash Used In Investing Activities | (6,139) | (70,590) | |
Cash Flows From Financing Activities | |||
Net proceeds from sales of common stock and warrants | 13,653,927 | 11,122,602 | |
Gross proceeds from sales of convertible preferred stock and warrants | 6,000,000 | ||
Payment of offering costs in connection with August 2016 financing | (711,470) | ||
Net proceeds from the issuance of common stock and warrants pursuant to warrant exchange offer | 3,635,040 | ||
Proceeds from exercise of warrants and stock options | 549,730 | 4,490,757 | |
Net Cash Provided By Financing Activities | 8,923,570 | 14,203,657 | 15,613,359 |
Net Change In Cash and Cash Equivalents | (13,013,164) | (3,212,699) | 1,695,358 |
Cash and Cash Equivalents, Beginning of Period | 14,178,902 | 17,391,601 | 15,696,243 |
Cash and Cash Equivalents, End of Period | 1,165,738 | 14,178,902 | 17,391,601 |
Cash paid during the period for: | |||
Interest | 0 | 0 | 0 |
Taxes | 0 | $ 0 | 0 |
Non-cash investing and financing activities: | |||
Conversion of preferred stock into common stock | 151,944 | ||
Deemed dividend | 2,045,790 | ||
Issuance in-kind of preferred stock dividends | 2,386,453 | ||
Reclassification of warrant liability to equity | $ 3,160,114 | $ 10,335,619 |
Business Organization and Natur
Business Organization and Nature of Operations | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization and Nature of Operations | 1. Business Organization and Nature of Operations Provectus Biopharmaceuticals, Inc., a Delaware corporation (together with its subsidiaries, “Provectus” or the “Company”), is a biopharmaceutical company that 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 not generated any 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 prescription drug candidates, or sell or license the Company’s over-the-counter non-core |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Financial Condition | 2. Liquidity and Financial Condition The Company’s cash and cash equivalents were $1,165,738 at December 31, 2016, compared with $14,178,902 at December 31, 2015. The Company continues to incur significant operating losses and management expects that significant on-going PV-10 On October 13, 2016, the Company received notice from NYSE MKT that NYSE MKT commenced delisting procedures and immediately suspended trading in the Company’s common stock and class of warrants that was listed on NYSE MKT (“Listed Warrants”) and on October 17, 2016, our common stock began trading on the OTCQB Marketplace. On October 20, 2016, the Company submitted a request for a review of such delisting determination and on November 10, 2016, the Company submitted to the Listing Qualifications Panel its written submission in connection with its appeal. In addition, on November 23, 2016, the Company received notice from NYSE MKT stating that the Company is not in compliance with the Exchange’s continued listing standards. Specifically, the Company is not in compliance with Section 1003(a)(iii) of the NYSE MKT Company Guide (requiring stockholders’ equity of $6.0 million or more if the Company has reported losses from continuing operations and/or net losses in its five most recent fiscal years). As of December 31, 2016, the Company had stockholders’ equity of approximately $3.5 million. Accordingly, the Company has become subject to the procedures and requirements of Section 1009 of the NYSE MKT Company Guide and must submit a plan of compliance by December 23, 2016, addressing how the Company intends to regain compliance with Section 1003(a)(iii) by May 23, 2018. The hearing before the Listing Qualifications Panel occurred on January 25, 2017. On January 31, 2017, the Company received notice from the Listing Qualifications Panel that it affirmed NYSE MKT’s original determination to delist the Company’s common stock and Listed Warrants. On February 14, 2017, the Company submitted a request for the Committee for Review to reconsider the Listing Qualification Panel’s decision. The Committee for Review considered the Company’s request for review on March 30, 2017. On February 21, 2017, the Company issued a convertible promissory note in favor of Eric A. Wachter, the Company’s Chief Technology Officer, evidencing an unsecured loan from the lender to the Company in the original principal amount of up to $2,500,000. See Note 13 – Subsequent Events. The Company plans to access capital resources through possible public or private equity offerings, exchange offers, debt financings, corporate collaborations or other means. In addition, the Company continues to explore opportunities to strategically monetize its lead drug candidates, PV-10 PH-10, co-development |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies Principles of Consolidation Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s significant estimates and assumptions include the collectability of long-term receivables, the recoverability and useful lives of long-lived assets, stock-based compensation, derivative liabilities and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash Concentrations Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits of $250,000 although the Company seeks to minimize this through treasury management. The Company has never experienced any losses related to these balances. Equipment and Furnishings Equipment and furnishings are stated at cost less accumulated depreciation. Depreciation of equipment is provided for using the straight-line method over the estimated useful lives of the assets. Computers and laboratory equipment are being depreciated over five years; furniture and fixtures are being depreciated over seven years. Maintenance and repairs are charged to operations as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. Long-Lived Assets The Company reviews the carrying values of its long-lived assets for possible impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable. Any long-lived assets held for disposal are reported at the lower of their carrying amounts or fair value less cost to sell. Management has determined there to be no impairment. Patent Costs, net Internal patent costs are expensed in the period incurred. Patents purchased are capitalized and amortized over the remaining life of the patent. Patents at December 31, 2016 were acquired as a result of the merger with Valley Pharmaceuticals, Inc. on November 19, 2002. The majority stockholders of Provectus also owned all of the shares of Valley and therefore the assets acquired from Valley were recorded at their carry-over basis. The patents are being amortized over the remaining lives of the patents, which range from 1-6 Long-Term Related Party Receivables The Company carries long-term receivables from certain current and former employees in connection with the Kleba Shareholder Derivative Lawsuit (see Note 12). The long-term receivables are carried at their contractual amounts, less a reserve for any amounts deemed by management to be uncollectible. Management evaluates the collectability of the receivables at least quarterly. Management estimates the reserve for uncollectibility based on existing economic conditions, the financial conditions of the current and former employees, and the amount and age of past due receivables. Receivables are considered past due if full payment is not received by the contractual due date. Past due amounts are generally written off against the reserve for uncollectibility only after all collection attempts have been exhausted. See Note 5 – Long-Term Receivables. Research and Development Research and development costs are charged to expense when incurred. An allocation of payroll expenses to research and development is made based on a percentage estimate of time spent. The research and development costs include the following: payroll, consulting and contract labor, lab supplies and pharmaceutical preparations, legal, insurance, rent and utilities, and depreciation and amortization. Income Taxes The Company accounts for income taxes under the liability method in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 “Income Taxes”. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established if it is more likely than not that all, or some portion, of deferred income tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset would increase income in the period such determination was made. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon an examination. Any recognized income tax positions would be measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement would be reflected in the period in which the change in judgment occurs. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There were no income taxes, interest or penalties incurred in 2016, 2015 or 2014. Tax years going back to 2013 remain open for examination by the IRS. Basic and Diluted Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: December 31, 2016 2015 2014 Warrants 189,991,541 80,121,595 63,235,956 Options 3,500,000 10,630,000 10,845,098 Convertible preferred stock 5,647,009 — — Total potentially dilutive shares 199,138,551 90,751,595 74,081,054 Derivative Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with FASB ASC Topic 815. The accounting treatment of derivative financial instruments requires that the Company record warrants and conversion options at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash The Monte-Carlo Simulation model was used to estimate the fair value of the warrants that were classified as derivative liabilities. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company determines the estimated fair value of amounts presented in these consolidated financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current exchange between buyer and seller. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. These fair value estimates were based upon pertinent information available as of December 31, 2016 and 2015. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, short-term settlement receivable, other current assets and accrued expenses approximate fair values due to the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 — Inputs use directly or indirectly observable inputs. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair measurements requires judgment and considers factors specific to each asset or liability. Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. See Note 11 - Fair Value of Financial Instruments. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, re-measured Reclassifications Certain prior period amounts have been reclassified for comparative purposes to conform to the fiscal 2016 presentation. These reclassifications have no impact on the previously reported net loss. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, 2014-09”), 2014-09 2014-09 2014-09 2014-09 In June 2014, the FASB issued ASU No. 2014-12, “Accounting 2014-12”). 2014-12 In August 2014, the FASB issued ASU No. 2014-15, 205-40): 2014-15”). 2014-15 2014-15 In November 2014, the FASB issued ASU No. 2014-16, 2014-16”), 2014-16 is In May 2015, the FASB issued ASU 2015-07, “Fair 2015-07”). ASU 2015-07 In February 2016, the FASB issued ASU No. 2016-02, 2016-02”), 2016-02 2016-02 2016-02 In March 2016, the FASB issued ASU No. 2016-03, In March 2016, the FASB issued ASU No. 2016-06, “Derivatives In March 2016, the FASB issued ASU No. 2016-08, 2014-09. No. 2016-10, 2014-09 2014-09 2014-09, No. 2015-14, In March 2016, the FASB issued ASU No. 2016-09, In September 2016, the FASB issued ASU No. 2016-15, zero-coupon In October 2016, the FASB issued ASU No. 2016-17, “Consolidation 2016-17”). 2016-17 In November 2016, the FASB issued ASU No. 2016-18, “Statement 2016-18”). 2016-18 beginning-of-period end-of-period |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Dr. Dees Travel Expenses and Related Collection Efforts As reported in the Company’s press release furnished with the Company’s Current Report on Form 8-K On May 5, 2016, the Company filed a lawsuit in the United States District Court for the Eastern District of Tennessee at Knoxville against Dr. Dees and his wife (together with Dr. Dees, the “Defendants”). The Company alleges that between 2013 and the present, Dr. Dees received approximately $2.4 million in advanced or reimbursed travel and entertainment expenses from the Company and that Dr. Dees did not use these funds for legitimate travel and entertainment expenses as he requested and the Company intended. Instead, the Company alleges that Dr. Dees created false receipts and documentation for the expenses and applied the funds to personal use. The Company and Dr. Dees are parties to a Stipulated Settlement Agreement dated June 6, 2014 (the “Kleba Settlement Agreement”) that was negotiated to resolve certain claims asserted against Dr. Dees derivatively. Pursuant to the terms of the Kleba Settlement Agreement, Dr. Dees agreed to repay the Company compensation that was paid to him along with legal fees and other expenses incurred by the Company. As of the date of his resignation, Dr. Dees still owed the Company $2,267,750 under the Kleba Settlement Agreement. See Note 5 – Long-Term Receivables. Dr. Dees has failed to make such payment, and the Company has notified him that he is in default and demanded payment in full. Therefore, the Company is alleging counts of conversion, fraud, breach of fiduciary duty, breach of contract, breach of Kleba Settlement Agreement, unjust enrichment and punitive damages in this lawsuit. The Company is seeking that the Defendants be prohibited from disposing of any property that may have been paid for with the misappropriated funds, the Defendants be disgorged of any funds shown to be fraudulently misappropriated and that the Company be awarded compensatory damages in an amount not less than $5 million. Furthermore, the Company is seeking for the damages to be joint and several as to the Defendants and that punitive damages be awarded against Dr. Dees in the Company’s favor. The Company is also seeking foreclosure of the Company’s first-priority security interest in the 1,000,000 shares of common stock granted by Dr. Dees to the Company as collateral pursuant to that certain Stock Pledge Agreement dated October 3, 2014, between Dr. Dees and the Company in order to secure Dr. Dees’ obligations under the Kleba Settlement Agreement. The United States District Court for the Eastern District of Tennessee at Knoxville entered a default judgment against Dr. Dees on July 20, 2016; however, the Company cannot predict when these shares will be recovered by the Company. The Court issued a Temporary Restraining Order upon the Company’s application for same upon notice that Dr. Dees was attempting to sell his shares of the Company’s common stock. The Temporary Restraining Order was converted to a Preliminary Injunction on September 16, 2016, which order will remain in place until the resolution of the underlying lawsuit absent further court order or agreement of the parties, and the Company is presently engaged in discovery regarding damages. Under the terms of the Amended and Restated Executive Employment Agreement entered into by Dr. H. Craig Dees, the Company’s former Chairman and Chief Executive Officer and the Company on April 28, 2014 (the “Dees Agreement”), Dr. Dees is owed no severance payments as a result of his resignation on February 27, 2016. Dr. Dees’s employment terminated with his resignation without “Good Reason” as that term is defined in the Dees Agreement. Under section 6 of the Dees Agreement, “Effect of Termination,” a resignation by Dr. Dees without “Good Reason” terminates any payments due to Dr. Dees as of the last day of his employment. Mr. Culpepper Travel Expenses and Related Collection Efforts On December 27, 2016, the Company’s Board of Directors unanimously voted to terminate Peter R. Culpepper, effective immediately, from all positions he held with the Company and each of its subsidiaries, including Interim Chief Executive Officer and Chief Operating Officer of the Company, for cause, in accordance with the terms of the Amended and Restated Executive Employment Agreement entered into by Peter R. Culpepper and the Company on April 28, 2014 (the “Culpepper Employment Agreement”) based on the results of the investigation conducted by a Special Committee of the Board of Directors regarding improper travel expense advancements and reimbursements to Mr. Culpepper. The Special Committee retained independent counsel and an advisory firm with forensic accounting expertise to assist the Special Committee in conducting the investigation. The Special Committee found that Mr. Culpepper received $294,255 in travel expense reimbursements and advances that were unsubstantiated. The Company seeks to recover from Mr. Culpepper the entire $294,255 in unsubstantiated travel expense reimbursements and advances, as well as all attorney’s fees and auditors’/experts’ fees incurred by the Company in connection with the examination of his travel expense reimbursements. The Company is in the process of determining whether any or all of Mr. Culpepper’s unsubstantiated travel expenses and advances should be treated as a theft loss and therefore whether any uncollectible amounts will be treated as income to Mr. Culpepper and whether a Form 1099 MISC will be issued by the Company to Mr. Culpepper in 2017 in that regard. Under the terms of the Culpepper Employment Agreement, Mr. Culpepper is owed no severance payments as a result of his termination “For Cause” as that term is defined in the Culpepper Employment Agreement. Under section 6 of the Culpepper Employment Agreement, “Effect of Termination,” a termination “For Cause” terminates any payments due to Mr. Culpepper as of the last day of his employment. Furthermore, Mr. Culpepper is no longer entitled to the 2:1 credit under the settlement agreement with respect to the Kleba Shareholder Derivative Lawsuit (see Note 12), such that the total $2,240,000 owed by Mr. Culpepper pursuant to the settlement agreement plus Mr. Culpepper’s proportionate share of the litigation cost in the amount of $227,750 less the amount that he repaid as of December 31, 2016 is immediately due and payable. The Company sent Mr. Culpepper a notice of default in January 2017 for the total amount he owes the Company and intends to resolve these claims pursuant to the alternative dispute resolution provision of the Culpepper Employment Agreement. The Company has established a reserve of $2,051,083 as of December 31, 2016, which amount represents the amount the Company currently believes Mr. Culpepper owes to the Company, while the Company pursues collection of this amount. See Note 5 – Long-Term Receivables. Mr. Culpepper disputes that he was terminated “for cause” under the Culpepper Employment Agreement and Mr. Culpepper has demanded this issue be resolved by mediation in accordance with the Culpepper Employment Agreement. The Company is in the process of responding to Mr. Culpepper’s demand, and the mediation has been scheduled for June28, 2017. Concurrently, the Company is seeking from Mr. Culpepper immediate payment of amounts due under the Kleba Settlement Agreement as noted above. Other Related Party Transactions During the year ended December 31, 2016, the Company made a donation of $100,000 to a charitable foundation in connection with the foundation’s annual dinner, for which the Company’s Chairman of the Board serves as the director, secretary and dinner chairman for the foundation. As of December 31, 2016, the $100,000 is included within accounts payable on the consolidated balance sheet. Director fees during the years ended December 31, 2016, 2015 and 2014 were $335,000, $270,000 and $270,000, respectively. |
Long-Term Receivables
Long-Term Receivables | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Long-Term Receivables | 5. Long-Term Receivables The following table summarizes the long-term receivables at December 31, 2016 and 2015: December 31, 2016 Legal Fees Settlement Total Gross receivable $ 911,000 $ 2,864,753 $ 3,775,753 Reserve for uncollectibility (455,500 ) (1,549,043 ) (2,004,543 ) Net receivable 455,500 1,315,710 1,771,210 Short-term receivable — 300,000 300,000 Long-term receivable $ 455,500 $ 1,015,710 $ 1,471,210 December 31, 2015 Legal Fees Settlement Total Gross receivable $ 911,000 $ 3,382,313 $ 4,293,313 Reserve for uncollectibility (227,750 ) (870,578 ) (1,098,328 ) Net receivable 683,250 2,511,735 3,194,985 Short-term receivable — 500,000 500,000 Long-term receivable $ 683,250 $ 2,011,735 $ 2,694,985 During the years ended December 31, 2016, 2015, and 2014, the Company recorded a reserve for uncollectibility of settlement receivable of $678,465, $870,578 and $0, respectively, in its consolidated statements of operations. During the years ended December 31, 2016, 2015, and 2014, the Company recorded a reserve for uncollectibility of legal fees receivable of $227,750, $227,750 and $0, respectively, in its consolidated statements of operations. See Note 4 - Related Party Transactions and Note 12 – Litigation for additional details associated with the Company’s receivables. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | 6. Stockholders’ Equity Authorized Capital As of December 31, 2016, the Company was authorized to issue 1,000,000,000 shares of common stock, $0.001 par value, and 25,000,000 shares of preferred stock, $0.001 par value. The holders of the Company’s common stock are entitled to one vote per share. The preferred stock is designated as follows: 240,000 shares to Series B Convertible Preferred Stock and 24,760,000 shares undesignated. Series A Convertible Preferred Stock In January 2014, 33,334 shares of the Company’s Series A 8% Convertible Preferred Stock were converted into 33,334 shares of the Company’s common stock. There were no shares of Series A 8% Convertible Preferred Stock outstanding at December 31, 2016 and 2015. On April 30, 2014, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware to cancel the Series A 8% Convertible Preferred Stock. Series B Convertible Preferred Stock On August 25, 2016, the Company filed the Series B Certificate of Designation with the Delaware Secretary of State. The Series B Certificate of Designation provides for the issuance of the Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). In the event of the Company’s liquidation, dissolution, or winding up, holders of Series B Preferred Stock will be entitled to receive the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Preferred Stock if such shares had been converted to common stock immediately prior to such event (without giving effect for such purposes to any beneficial ownership limitation), subject to the preferential rights of holders of any class or series of the Company’s capital stock specifically ranking by its terms senior to the Series B Preferred Stock as to distributions of assets upon such event, whether voluntarily or involuntarily. The Series B Preferred Stock has no voting rights. The holders of Series B Preferred Stock will be entitled to receive cumulative dividends at the rate per share of 8% per annum of the stated value per share, until the fifth anniversary of the date of issuance of the Series B Preferred Stock. The dividends become payable, at the Company’s option in either cash or in shares of common stock, (i) upon any conversion of the Series B Preferred Stock, (ii) on each such other date as the Board may determine, subject to written consent of the holders of Series B Preferred Stock holding a majority of the then issued and outstanding Series B Preferred Stock, (iii) upon the Company’s liquidation, dissolution or winding up, and (iv) upon occurrence of a fundamental transaction, which includes any merger or consolidation, sale of all or substantially all of the Company’s assets, exchange or conversion of all of the common stock by tender offer, exchange offer or reclassification; provided, however, that if Series B Preferred Stock is converted into shares of common stock at any time prior to the fifth anniversary of the date of issuance of the Series B Preferred Stock, the holder will receive a make-whole payment in an amount equal to all of the dividends that, but for the early conversion, would have otherwise accrued on the applicable shares of Series B Preferred Stock being converted for the period commencing on the conversion date and ending on the fifth anniversary of the date of issuance, less the amount of all prior dividends paid on such converted Series B Preferred Stock before the date of conversion. Make-whole payments are payable at the Company’s option in either cash or in shares of common stock. With respect to any dividend payments and make-whole payments paid in shares of common stock, the number of shares of common stock to be issued to a holder of Series B Preferred Stock will be an amount equal to the quotient of (i) the amount of the dividend payable to such holder divided by (ii) the conversion price then in effect. Warrant Exchange Programs As of December 31, 2015, the Company had outstanding warrants to purchase an aggregate of 59,861,601 shares of common stock, which were issued between January 6, 2011 and November 1, 2015 in transactions exempt from registration under the Securities Act (the “Existing Warrants”). Each Existing Warrant had an exercise price of between $1.00 and $3.00 per share, and expires between January 6, 2016 and November 1, 2020. On December 31, 2015, the Company offered pursuant to an Offer Letter/Prospectus 59,861,601 shares of its common stock for issuance upon exercise of the Existing Warrants. The shares issued upon exercise of the Existing Warrants are unrestricted and freely transferable. The Offer was to temporarily modify the terms of the Existing Warrants so that each holder who tendered Existing Warrants during the Offer Period for early exercise were able to do so at a discounted exercise price of $0.50 per share. Each Existing Warrant holder who tendered existing Warrants for early exercise during the Offer Period received, in addition to the shares of Common Stock purchased upon exercise, an equal number of new warrants to purchase common stock, with an exercise price of $0.85 per share, expiring June 19, 2020 (the “Replacement Warrants”). The modification of the exercise price of the Existing Warrants and the Replacement Warrants are treated as an inducement to enter into the exchange offer and were accounted for as of the closing date. The exchange offer expired at 4:00 p.m., Eastern Time, on March 28, 2016. The Company accepted for purchase approximately 7,798,507 Existing Warrants properly tendered, resulting in the issuance of approximately 7,798,507 shares of common stock upon exercise of Existing Warrants and the issuance of approximately 7,798,507 Replacement Warrants, resulting in gross proceeds of $3,899,254 upon closing of the exchange offer. The placement agents received a total of $264,214 in placement agent fees and 467,910 warrants with a cash exercise price of $0.85 per share which expire on June 19, 2020, unless sooner exercised. In connection with the exchange offer, a warrant incentive expense totaling $2,718,407 was recorded during the year ended December 31, 2016. The value was determined using the Black-Scholes option-pricing model between the Existing Warrants exchanged and the common stock and Replacement Warrants received. See Note 11. Common Stock Issued for Services During the years ended December 31, 2016, 2015 and 2014, the Company issued 51,745 shares, 305,627 shares and 300,000 shares of common stock to consultants in exchange for services, respectively. Consulting costs charged to operation during the years ended December 31, 2016, 2015 and 2014 were $20,163, $202,814 and $418,250, respectively. As the fair market of these services was not readily determinable, these services were valued based on the fair market value of stock at grant date. Warrants Issued for Services During the year ended December 31, 2014, the Company issued 2,444,913 fully vested warrants to consultants in exchange for services. Consulting costs charged to operations were $2,321,327. 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. The fair market value for the warrants issued in 2014 ranged from $0.55 to $2.56 per share. See Note 7—Stock Incentive Plan and Warrants for valuation assumptions. During the year ended December 31, 2015, the Company issued 1,948,702 fully vested warrants to consultants in exchange for services. Consulting costs charged to operations were $552,358. 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. The fair market value for the warrants issued in 2015 ranged from $0.14 to $0.54 per share. See Note 7—Stock Incentive Plan and Warrants for valuation assumptions. There are no provisions or obligations that would require the Company to cash settle any of its outstanding warrants. The equity classification of certain of the Company’s warrants is appropriate considering that these warrants provide the counterparties the right to purchase a fixed number of shares at a fixed price and the terms are not subject to any potential adjustments. Private Offerings of Common Stock and Warrants During the year ended December 31, 2014, the Company completed a private offering of common stock and warrants to accredited investors for gross proceeds of $5,000,000. The Company accepted subscriptions, in the aggregate, for 2,000,000 shares of common stock and five year warrants to purchase 2,000,000 shares 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 $3.00 per share. The purchase price for each share of common stock together with the warrants was $2.50. In connection with the offering, the Company paid $650,000 and issued five year fully vested warrants to purchase 300,000 shares of common stock with an exercise price of $2.50 per share to the placement agent. During the year ended December 31, 2014, the Company received subscriptions, in the aggregate, for 3,586,300 shares of common stock and five year warrants to purchase 1,793,150 shares of common stock for aggregate gross proceeds of $3,586,300. Investors received five year fully vested warrants to purchase up to 50% of the number of shares purchased 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. In connection with the offering, the Company paid $466,219 and issued five year fully vested warrants to purchase 358,630 shares of common stock with an exercise price of $1.25 per share to the placement agent. During the year ended December 31, 2014 the Company completed a private offering of common stock and warrants to accredited investors for gross proceeds of $4,198,300. The Company accepted subscriptions, in the aggregate, for 4,198,300 shares of common stock and five year warrants to purchase 2,099,150 shares of common stock. Investors received five year fully vested warrants to purchase up to 50% of the number of shares purchased 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 was $1.00. In connection with the offering, the Company paid $545,779 and issued five year fully vested warrants to purchase 419,830 shares of common stock with an exercise price of $1.25 per share to the placement agent. During the year ended December 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 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. 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 per share to the placement agent. During the year ended December 31, 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 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. 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 per share to the placement agent. During the year ended December 31, 2016, the Company did not complete any private offerings of its equity securities. June 2015 Public Offering of Common Stock and Warrants 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 in the Offering. The warrants have an exercise price of $0.85 per share. The warrants met the criteria for equity treatment. 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.” In connection with the Offering, the Company paid $1,052,100 to the placement agent. As of December 31, 2016, 0 tradable warrants are outstanding. August 2016 Public Offering On August 30, 2016, the Company closed a public offering (the “August 2016 Offering”) of 240,000 shares of its Series B Preferred Stock (which were initially convertible into an aggregate of 24,000,000 shares of the Company’s common stock) and warrants, which were initially exercisable to purchase an aggregate of 24,000,000 shares of common stock at an exercise price of $0.275 per share of common stock (the “August 2016 Warrants”). The Series B Preferred Stock and August 2016 Warrants were sold together at a price of $25.00 for a combination of one share of Series B Preferred Stock and 100 August 2016 Warrants to purchase one share of common stock each, resulting in aggregate net proceeds of $5,288,530 (gross proceeds of $6,000,000 less issuance costs of $711,470) to the Company. The conversion feature embedded within the Series B Preferred Stock was subject to anti-dilution price protection such that if the conversion price in effect on the 60th trading day following the date of issuance of the Series B Preferred Stock (the “Price Reset Date”) exceeded 85% of the average of the 45 lowest volume weighted average trading prices of the common stock during the period commencing on the date of issuance of the Series B Preferred Stock and ending on the Price Reset Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events during such period) (the “Adjusted Conversion Price”), then the conversion price shall be reset to the Adjusted Conversion Price and shall be further subject to adjustment as provided in the Series B Certificate of Designation. In either case, if a holder of Series B Preferred Stock converted its shares of Series B Preferred Stock prior to any such price reset event, then such holder was entitled to receive additional shares of common stock equal to the number of shares of common stock that would have been issued assuming for such purposes the Adjusted Conversion Price were in effect at such time less the shares issued at the then Conversion Price (subject to being held in abeyance based on beneficial ownership limitations). On the Price Reset Date, the Adjusted Conversion Price was set at $0.0533 pursuant to the terms of the Series B Certificate of Designation. During the year ended December 31, 2016, the Company issued to holders who converted their shares of Series B Preferred Stock an aggregate of 151,943,945 shares of common stock, which included dividends paid in kind which is discussed below. The August 2016 Warrants expire on August 30, 2021. Pursuant to the terms of the August 2016 Warrants, because the exercise price in effect on the Price Reset Date exceeded 85% of the average of the 45 lowest volume weighted average trading prices of the common stock during the period commencing on the date of issuance of the August 2016 Warrants and ending on the Price Reset Date (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events during such period) (the “Adjusted Exercise Price”), then (i) the exercise price was reset to the Adjusted Exercise Price (and without giving effect to any prior conversions) and shall be further subject to adjustment as provided in the August 2016 Warrants, and (ii) the number of shares of common stock issuable upon exercise of the August 2016 Warrants will be reset to equal the number of shares of common stock issuable upon conversion of Series B Preferred Stock after giving effect to the Adjusted Exercise Price. If a holder of August 2016 Warrants exercised its August 2016 Warrants prior to such repricing, then such holder was entitled to receive shares of common stock equal to the difference between the exercise price and the Adjusted Exercise Price. The exercise price of the August 2016 Warrants is further subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock. On the Price Reset Date, the Adjusted Exercise Price was set at $0.0533 pursuant to the terms of the August 2016 Warrants. No holder of August 2016 Warrants had exercised its August 2016 Warrants prior to the Price Reset Date, so no additional shares of common stock were due to holders of August 2016 Warrants as of the Price Reset Date. Holders of August 2016 Warrants are entitled to exercise their August 2016 Warrants at the Adjusted Exercise Price and will receive an aggregate of 112,570,356 shares of common stock upon exercise of the August 2016 Warrants. The Series B Preferred Stock does not contain a redemption provision and an overall analysis of its features performed by the Company determined that it is more akin to equity and therefore, has been classified within stockholders’ equity on the consolidated balance sheet. While the embedded conversion option (“ECO”) is subject to an anti-dilution price adjustment, since the ECO is clearly and closely related to the equity host, it is not required to be bifurcated and accounted for as a derivative liability under ASC 815. To analyze whether the Series B Preferred Stock included a beneficial conversion feature (“BCF”), the Company allocated the $6,000,000 of the gross proceeds between the August 2016 Warrants and the Series B Preferred Stock. The Company allocated the commitment date fair value of $3,678,989 to the August 2016 Warrants (which is allocated at fair value because the August 2016 Warrants were determined to be derivative liabilities as discussed in Note 11) resulting in an amount allocated to the Series B Preferred Stock of $2,321,011. Next, the Company computed the number of shares of common stock issuable at the commitment date to be 24,000,000 in order to arrive at an effective conversion price of $0.097 per share. When compared to the market price of the Company’s common stock of $0.127 per share as of the commitment date, it was determined that a BCF did exist and, as a result, the Company recorded a deemed dividend in net loss available to common stockholders of $726,989. On November 23, 2016, the Series B Preferred Stock conversion price became fixed and, as a result, the contingency was resolved. Accordingly, the Company analyzed for a BCF. The Company computed the number of shares of common stock issuable by the Company at the commitment date to be 112,570,356 to arrive at an effective conversion price of $0.021 per share. When compared to the market price of the Company’s common stock of $0.038 per share as of the commitment date, it was determined that a BCF did exist and, as a result, the Company recognized a deemed dividend of $1,318,801. During the year ended December 31, 2016, holders converted 231,400 shares of Series B Preferred Stock such that they were entitled to dividends, including a make-whole payment, of $2,314,000 that the Company elected to pay in shares of common stock. As a result, the Company issued 9,477,412 shares of common stock related to the Series B Preferred Stock dividends during the year ended December 31, 2016 and included the $2,314,000 of dividends paid in kind in its computation of net loss applicable to common shareholders during the year ended December 31, 2016. The Company accounted for the dividends on the Series B Preferred Stock by recording a debit and credit to additional paid-in capital for $2,314,000. In addition, the Company included $72,453 as dividends paid in kind in its computation of net loss applicable to common shareholders during the year ended December 31, 2016 for the 8% dividends related to the shares of Series B Preferred Stock that were not converted as of December 31, 2016. The net carrying value of the Series B Preferred Stock is $2,045,789 (gross proceeds of $6,000,000 less preferred stock discount associated with August 2016 Warrants of $3,678,989 less issuance costs allocated to Series B Preferred Stock of $275,222). Since the Series B Preferred Stock doesn’t contain a redemption provision, it is not probable that the Series B Preferred Stock will become redeemable, therefore the preferred stock discount is not amortized. The August 2016 Warrants were determined to be derivative liabilities at issuance due to the presence of an anti-dilution feature whereby the Company may not have a sufficient number of authorized and unissued shares, which resulted in the assumption of a cash settlement of the warrant. Utilizing a Monte Carlo valuation method, the Company, with the assistance of a valuation specialist, determined that the August 2016 Warrants had an issuance date value of $3,678,989. The derivative liability was marked-to-the-market In connection with the closing of the August 2016 Offering, the Company incurred $711,470 of cash issuance costs. $436,248 of the issuance costs were allocated to the August 2016 Warrants (the August 2016 Warrants comprised $3,678,989, or 61%, of the aggregate gross proceeds of $6,000,000), which were classified at issuance as a derivative liability and, as a result, were expensed immediately (and included within other expense (non-operating) paid-in |
Stock Incentive Plan and Warran
Stock Incentive Plan and Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plan and Warrants | 7. Stock Incentive Plan and Warrants The Provectus Biopharmaceuticals, Inc. 2014 Equity Compensation Plan provides for the issuance of up to 20,000,000 shares of common stock pursuant to stock options for the benefit of eligible employees and directors of the Company. Options granted under the 2014 Equity Compensation Plan are either “incentive stock options” within the meaning of Section 422 of the Internal Revenue Code or options which are not incentive stock options. The stock options are exercisable over a period determined by the Board of Directors (through its Compensation Committee), but generally no longer than 10 years after the date they are granted. As of December 31, 2016, there were 18,900,000 shares available for issuance under the 2014 Equity Compensation Plan. For stock options granted to employees during 2016, 2015 and 2014, the Company has estimated the fair value of each option granted using the Black-Scholes option pricing model with the following assumptions: 2016 2015 2014 Weighted average fair value per option granted N/A $ 0.38 $ 0.77 Significant assumptions (weighted average) risk-free rate at grant date N/A 0.25 % 0.25 % Expected stock price volatility N/A 90% - 92 % 85% - 92 % Expected option life (years) N/A 10 10 The Company has computed the fair value of options granted using the Black-Scholes option pricing model. Option forfeitures are estimated at the time of valuation and reduce expense ratably over the vesting period. This estimate will be adjusted periodically based on the extent to which actual option forfeitures differ, or are expected to differ, from the previous estimate, when it is material. The Company estimated forfeitures related to option grants at an annual rate of 0% for options granted during the years ended December 31, 2016, 2015 and 2014. The expected term used for options issued to non-employees zero-coupon During the year ended December 31, 2014, holders exercised an aggregate of 1,502,108 options at exercise prices ranging from $0.64 to $1.25 per share for aggregate proceeds of $1,446,393. During the year ended December 31, 2014, the Company issued an aggregate of 150,000 stock options to its re-elected non-employee During the year ended December 31, 2015, holders exercised an aggregate of 590,098 options at exercise prices ranging from $0.64 to $1.02 per share for aggregate proceeds of $549,730. During the year ended December 31, 2015, the Company issued an aggregate of 150,000 stock options to its re-elected non-employee During the year ended December 31, 2016, no holders exercised stock options. The Company did not issue any stock options during the year ended December 31, 2016. All of Dr. Dees’ stock options expired during the year ended December 31, 2016 as a result of his resignation. Included in the results for the years ended December 31, 2016, 2015 and 2014 is $0, $670,576 and $115,645, respectively, of stock-based compensation expense. As of December 31, 2016, there was no unrecognized compensation cost related to non-vested The following table summarizes option activity during the years ended December 31, 2014, 2015 and 2016: Shares Exercise Price Weighted Average Outstanding at January 1, 2014 15,322,206 $ 0.62 - 1.50 $ 0.97 Granted 150,000 0.88 0.88 Settlement (Note 11) (2,800,000 ) 0.93 - 1.00 0.97 Exercised (1,502,108 ) 0.64 - 1.25 0.96 Forfeited (325,000 ) 0.95 - 1.10 1.09 Outstanding and exercisable at December 31, 2014 10,845,098 $ 0.64 - 1.50 $ 0.97 Granted 1,750,000 0.75 0.75 Exercised (590,098 ) 0.64 - 1.02 0.93 Forfeited (1,375,000 ) 0.62 - 0.94 0.77 Outstanding and exercisable at December 31, 2015 10,630,000 $ 0.67 - 1.50 $ 0.96 Granted — — — Exercised — — — Forfeited (7,130,000 ) 0.67 - 1.50 0.97 Outstanding and exercisable at December 31, 2016 3,500,000 $ 0.67 - 1.50 $ 0.93 The following table summarizes information about stock options outstanding at December 31, 2016. Exercise Number Outstanding Weighted Average Number Exercisable $ 0.67 200,000 6.60 200,000 $ 0.75 950,000 7.13 950,000 $ 0.84 150,000 5.50 150,000 $ 0.88 150,000 7.60 150,000 $ 0.93 575,000 4.76 575,000 $ 0.99 50,000 4.50 50,000 $ 1.00 625,000 3.26 625,000 $ 1.04 400,000 3.50 400,000 $ 1.16 250,000 3.08 250,000 $ 1.50 150,000 0.50 150,000 3,500,000 4.95 3,500,000 The weighted-average grant-date fair value of options granted during 2015 and 2014 was $0.38 per share and $0.77 per share, respectively. The total intrinsic value of options exercised during 2015 and 2014 was $16,151 and $1,327,300, respectively. As of December 31, 2016, the intrinsic value of outstanding and exercisable options was $0. No stock options were granted during the year ended December 31, 2016. During the year ended December 31, 2014, 14,116,280 warrants were exercised on a cashless basis resulting in 10,016,291 common shares being issued. During the year ended December 31, 2014, 3,408,218 warrants were exercised for $3,044,364 resulting in 3,408,218 common shares issued. The following table summarizes warrant activity during the years ended December 31, 2014, 2015 and 2016: Warrants Exercise Price Weighted Average Outstanding at January 1, 2014 73,037,416 $ 0.68 - 2.00 $ 1.03 Granted 9,415,673 1.00 - 3.00 1.61 Exercised (17,524,498 ) 0.68 - 1.50 1.01 Forfeited (1,692,635 ) 0.95 - 1.25 1.07 Outstanding and exercisable at December 31, 2014 63,235,956 $ 0.68 - 3.00 $ 1.12 Granted 23,145,962 0.85 - 1.25 0.88 Forfeited (6,260,323 ) 0.95 - 1.50 1.10 Outstanding and exercisable at December 31, 2015 80,121,595 $ 0.68 - 3.00 $ 1.05 Granted 32,357,344 0.28 - 0.85 0.42 Warrant repricing 88,570,356 0.05 [1 ] Exercised (7,798,507 ) 0.50 0.50 Forfeited (3,259,247 ) 0.68 - 2.00 1.27 Outstanding and exercisable at December 31, 2016 189,991,541 $ 0.05 - 3.00 $ 0.44 [1] On November 23, 2016, the exercise price of the August 2016 Warrants was reset to $0.0533 per share and holders will receive an aggregate of 112,564,968 shares upon exercise. See Note 6 – Stockholders’ Equity – August 2016 Public Offering. The following table summarizes information about warrants outstanding at December 31, 2016. Exercise Price Number Outstanding Weighted Average Number Exercisable $ 0.053 112,570,356 4.66 112,570,356 $ 0.85 28,482,344 3.47 28,482,344 $ 1.00 42,363,449 1.66 42,363,449 $ 1.12 763,296 1.12 763,296 $ 1.25 4,474,520 2.93 4,474,520 $ 2.00 123,000 1.88 123,000 $ 2.50 280,276 2.33 280,276 $ 3.00 934,300 2.33 934,300 189,991,541 189,991,541 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The income tax provision (benefit) consists of the following: For The Years Ended December 31, 2016 2015 Federal: Current $ — $ — Deferred (4,195,688 ) (8,387,000 ) State and local: Current — — Deferred (555,312 ) (1,103,000 ) (4,751,000 ) (9,490,000 ) Change in valuation allowance 4,751,000 9,490,000 Income tax provision (benefit) $ — $ — The reconciliations between the statutory federal income tax rate and the Company’s effective tax rate is as follows: For The Years Ended December 31, 2016 2015 Tax benefit at federal statutory rate (34.0 )% (34.0 )% State income taxes, net of federal benefit (4.5 )% (4.5 )% Permanent differences 4.2 % (0.2 )% True-up of tax provision 14.9 % 0.0 % Change in valuation allowance 19.4 % 38.7 % Effective income tax rate 0.0 % 0.0 % The components of the Company’s deferred income taxes are summarized below: For The Years Ended December 31, 2016 2015 Deferred Tax Assets: Net operating loss carryforwards $ 52,999,000 $ 42,457,000 Stock-based compensation 3,251,000 12,235,000 Research and development credits 2,163,000 — Theft loss 963,000 963,000 Receivable allowance 772,000 — Gross deferred tax assets 60,148,000 55,655,000 Deferred Tax Liabilities: Intangible assets (863,000 ) (1,121,000 ) Valuation allowance (59,285,000 ) (54,534,000 ) Deferred tax asset, net of valuation allowance $ — $ — Changes in valuation allowance $ (4,751,000 ) $ (9,490,000 ) A valuation allowance against deferred tax assets is required if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets may not be realized. The Company is in the early stages of development and realization of the deferred tax assets is not considered more likely than not. As a result, the Company has recorded a full valuation allowance for the net deferred tax asset. Since inception of the Company on January 17, 2002, the Company has generated tax net operating losses of approximately $140 million, expiring in 2022 through 2036. The tax loss carry-forwards of the Company may be subject to limitation by Section 382 of the Internal Revenue Code with respect to the amount utilizable each year. This limitation reduces the Company’s ability to utilize net operating loss carry-forwards. The Company completed a Section 382 study for the period from inception through the year ended December 31, 2014 and recorded a limitation of $3.2 million to their net operating loss carry-forward. The Company has determined that there are no uncertain tax positions as of December 31, 2016 or 2015 and does not expect any significant change within the next year. The Company files income tax returns in the U.S. federal jurisdiction and the state of Tennessee. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | 9. Commitments Leases The Company leases office and laboratory space in Knoxville, Tennessee on an annual basis, continuing for five years to January 1, 2020, unless 30 days’ notice is given by either party to terminate the agreement. Rent expense was $60,000 for the years ended December 31, 2016, 2015 and 2014. Employee Agreements On April 28, 2014, the Company entered into amended and restated executive employment agreements (the “Employment Agreements”) with each of the following executive officers of the Company: H. Craig Dees, Ph.D. to serve as its Chief Executive Officer, Timothy C. Scott, Ph.D. to serve as its President, Eric A. Wachter, Ph.D. to serve as its Chief Technology Officer, and Peter R. Culpepper to serve as its Chief Financial Officer and Chief Operating Officer (collectively, the “executives”). Effective February 27, 2016, Dr. Dees resigned as Chief Executive Officer and Chairman of the Board of Directors. Under the terms of the Amended and Restated Executive Employment Agreement entered into by Craig Dees and the Company on April 28, 2014 (the “Dees Agreement”), Dr. Dees is owed no severance payments as a result of his resignation. Dr. Dees’s employment terminated with his resignation without “Good Reason” as that term is defined in the Dees Agreement. Under section 6 of the Dees Agreement, “Effect of Termination,” a resignation by Dr. Dees without “Good Reason” terminates any payments due to Dr. Dees as of the last day of his employment. Mr. Culpepper was terminated for “Cause” as the Interim Chief Executive Officer and Chief Operating Officer of the Company effective December 27, 2016 pursuant to the terms of the Amended and Restated Executive Employment Agreement entered into by Mr. Culpepper and the Company on April 28, 2014 (the “Culpepper Agreement”). Mr. Culpepper was owed no severance payments because he was terminated by us for “Cause” (as that term is defined in the Culpepper Agreement). Under section 6 of the Culpepper Agreement, a termination by us of Mr. Culpepper for “Cause” terminates any payments that would otherwise be due to Mr. Culpepper as of the last day of his employment. Mr. Culpepper disputes that he was terminated “for cause” under the Culpepper Agreement and Mr. Culpepper has demanded this issue be resolved by mediation. The mediation has been scheduled for June 28, 2017. Each Employment Agreement provides that such executive will be employed for an initial term of five years, subject to automatic renewal for successive one-year Each of the Employment Agreements generally provides that in the event that the executive’s employment is terminated (i) voluntarily by the executive without Good Reason (as defined in the Employment Agreement), or (ii) by the Company for Cause (as defined in the Employment Agreement), the Company shall pay the executive’s compensation only through the last day of the employment period and, except as may otherwise be expressly provided, the Company shall have no further obligation to the executive. In the event that the executive’s employment is terminated by the Company other than for Cause (including death or disability), or if the executive voluntarily resigns for Good Reason, for so long as the executive is not in breach of his continuing obligations under the non-competition, non-solicitation During the term of each executive’s employment by the Company, and for a period of twenty-four (24) months following termination of employment, in the event that such executive voluntarily terminates his employment with the Company other than for Good Reason or such executive is terminated for Cause, then neither the executive nor any other person or entity with executive’s assistance shall (i) participate in any business that is directly competitive with the Company’s business or (ii) directly or indirectly, solicit any employee of the Company to quit or terminate their employment with the Company or employ as an employee, independent contractor, consultant, or in any other position, any person who was an employee of the Company or the Company’s affiliates within the preceding six months, subject to certain exceptions. In addition, without the express written consent of the Company, each executive shall not at any time (either during or after the termination of executive’s employment) use (other than for the benefit of the Company) or disclose to any other business entity proprietary or confidential information concerning the Company, any of their affiliates, or any of its officers. Neither shall such executive disclose any of the Company’s or the Company’s affiliates’ trade secrets or inventions of which he gained knowledge during his employment with the Company (subject to certain exceptions). |
401(K) Profit Sharing Plan
401(K) Profit Sharing Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
401(K) Profit Sharing Plan | 10. 401(K) Profit Sharing Plan The Company maintains a retirement plan under Section 401(k) of the Internal Revenue Code, which covers all eligible employees. All employees with U.S. source income are eligible to participate in the plan immediately upon employment. Contributions made by the Company totaled approximately $159,000, $212,000 and $320,000 in 2016, 2015 and 2014, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 11. 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. 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 using the following assumptions: For the Years Ended December 31, 2016 2015 2014 2010 Warrants: Weighted average term N/A N/A 0.2 years Probability the warrant exercise price be reset N/A N/A 5 % Volatility N/A N/A 63.7 % Risk free interest rate N/A N/A 0.03% - 0.04 % 2011 Warrants: Weighted average term N/A 0 years 1.0 years Probability the warrant exercise price be reset N/A 5 % 5 % Volatility N/A 40.4 % 159.2 % Risk free interest rate N/A 0.13 % 0.25 % 2016 Warrants: Expected term 4.77 - 5.00 years N/A N/A Expected dividends 0 % N/A N/A Volatility 107.8% - 114.7 % N/A N/A Risk free interest rate 0.88% - 1.40 % N/A N/A 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. During the year ended December 31, 2014, 1,850,000 of the warrants included in the warrant liability were exercised, which is the remainder of the 2013 warrants. The Company determined the fair value of the warrants exercised on the date of exercise and adjusted the related warrant liability accordingly. The adjusted fair value of the warrants exercised in 2014 of $4,047,116 was reclassified into additional paid-in 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 December 31, 2016 $ — $ — $ — $ — Warrant liability at December 31, 2015 $ — $ — $ — $ — 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 December 31, 2016 follows: Balance at January 1, 2015 $ 146,560 Gain on change in fair value of warrant liability (146,560 ) Balance at December 31, 2015 $ — Issuance of warrants 3,678,989 Gain on change in fair value of warrant liability (518,875 ) Reclassification to warrant liability (3,160,114 ) Balance at December 31, 2016 $ — See Note 6 – Stockholders’ Equity – August 2016 Public Offering. |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | 12. 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 Dr. 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 Dr. 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. At that time, the Company 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 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 after-tax 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 was recorded as other current assets at December 31, 2014, as the Company is seeking reimbursement of the full amount from its insurance carrier. If the full amount is not received from insurance, the amount remaining will be reimbursed to the Company from the Individual Defendants. A reserve for uncollectibility of $227,750 was established at December 31, 2015 in connection with the resignation of Dr. Dees. A reserve for uncollectibility of $227,750 was established at December 31, 2016 in connection with the termination of Mr. Culpepper. As of December 31, 2016 and 2015, the net amount of the receivable of $455,500 and $683,250, respectively, is included in non-current On October 3, 2014, the Settlement was effective and stock options for Dr. Dees, Dr. Scott and Mr. Culpepper were rescinded, totaling 2,800,000. $900,000 was repaid by the Executives as of December 31, 2015 and $600,000 was repaid by the Executives during the year ended December 31, 2016. The remaining cash settlement amounts will continue to be repaid to the Company over the next three years with the final payment to be received by October 3, 2019. $82,440 and $103,969 of the settlement discount was amortized during the year ended December 31, 2016 and 2015, respectively, which is included within general and administrative expenses on the consolidated statements of operations and within cash flows from operating activities on the consolidated statements of cash flows. The remaining balance due the Company as of December 31, 2016 is $1,315,710, including a reserve for uncollectibility of $1,549,043 in connection with the resignation of Dr. Dees and termination of Mr. Culpepper, with a present value discount remaining of $57,623. As a result of his resignation, Dr. Dees is no longer entitled to the 2:1 credit, such that his total repayment obligation of $2,040,000 (the total $2.24 million owed by Dr. Dees pursuant to the Settlement less the $200,000 that he repaid as of December 31, 2015) plus Dr. Dees’s proportionate share of the litigation costs is immediately due and payable. The Company sent Dr. Dees a notice of default in March 2016 for the total amount he owes the Company. As a result of his termination, Mr. Culpepper is no longer entitled to the 2:1 credit, such that his total repayment obligation of $2,051,083 (the total $2,240,000 owed by Mr. Culpepper pursuant to the Settlement plus Mr. Culpepper’s proportionate share of the litigation cost of $227,750 less the $416,667 that he repaid as of December 31, 2016) is immediately due and payable. The Company sent Mr. Culpepper a notice of default in January 2017 for the total amount he owes the Company. See Note 4 – Related Party Transactions and Note 5 – Long-Term Receivables. 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, Dr. 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 PV-10, 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 Securities Litigation, 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. On January 28, 2016, a settlement terms sheet (the “Terms Sheet”) was executed by counsel for the Company and counsel for the Lead Plaintiff in the consolidated Securities Litigation. Pursuant to the Terms Sheet, the parties agreed, contingent upon the approval of the court in the consolidated Securities Litigation, to settle the cases as a class action on the basis of a class period of December 17, 2013 through May 22, 2014. The Company and its insurance carrier agreed to pay the total amount of $3.5 million (the “Settlement Funds”), $1.85 million of which was paid by the Company, and $1.65 million of which was paid by the insurance carrier directly to the plaintiff’s trust escrow account. The $1.85 million paid by the Company was accrued as of December 31, 2015 and paid during 2016. A Stipulation of Settlement encompassing the details of the settlement and procedures for preliminary and final court approval was filed on March 8, 2016. The Stipulation of Settlement incorporates the provisions of the Terms Sheet and includes the procedures for providing notice to stockholders who bought or sold stock of the Company during the class period. The Stipulation of Settlement further provides for (1) the methodology of administering and calculating claims, final awards to stockholders, and supervision and distribution of the Settlement Funds and (2) the procedure for preliminary and final approval of the settlement of the Securities Litigation. On April 7, 2016, the court in the Securities Litigation held a hearing on preliminary approval of the settlement, entered an order preliminarily approving the settlement, ordered that the class be notified of the settlement as set forth in the Stipulation of Settlement, and set a hearing on September 26, 2016 to determine whether the proposed settlement is fair, reasonable, and adequate to the class; whether the class should be certified and the plan of allocation of the Settlement Funds approved; whether to grant Lead Plaintiff’s request for expenses and Lead Plaintiff’s counsel’s request for fees and expenses; and whether to enter judgment dismissing the Securities Litigation as provided in the Stipulation of Settlement. On September 16, 2016, the Lead Plaintiff notified the court that approximately 6,300 stockholders did not receive notification of the proposed settlement until late August 2016 because of the delayed receipt of potential Settlement Class Member information from a number of brokers. As a result, on September 22, 2016, the parties filed a joint motion requesting that the court extend the deadlines to file a Proof of Claim, request exclusion from the settlement, or file an objection to the settlement, and that the court schedule a continued settlement hearing. The court granted the motion, cancelling the settlement hearing that had been set for September 26 and re-setting 2014-2015 Derivative Lawsuits 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 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”). 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 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 the Company in the Securities Litigation. 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 the Company in the Securities Litigation. 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 As a nominal defendant, no relief is sought against the Company itself in the Hurtado, Montiminy, Foley, and Donato Shareholder Derivative Lawsuits. While the parties to the Securities Litigation were negotiating and documenting the Stipulation of Settlement in the Securities Litigation, the parties to the Hurtado, Montiminy, and Foley Shareholder Derivative Lawsuits, through counsel, engaged in settlement negotiations as well. On or about April 11, 2016, the parties entered into a Stipulation of Settlement, which was filed with the United States District Court for the Eastern District of Tennessee on April 29, 2016. Pursuant to the Stipulation of Settlement, the parties agreed to settle the cases, contingent upon the approval of the court. The Company agreed to implement certain corporate governance changes, including the adoption of a Disclosure Controls and Procedures Policy, and to use its best efforts to replace one of its existing directors with an independent outside director by June 30, 2017. The Company agreed to pay from insurance proceeds the amount of $300,000 to plaintiffs’ counsel in the Hurtado, Montiminy, Foley, and Donato Shareholder Derivative Lawsuits. The insurance carrier paid such amount directly to the plaintiff’s trust escrow account and it did not pass through the Company. The United States District Court for the Eastern District of Tennessee preliminarily approved the settlement by order dated June 2, 2016. Pursuant to this court order, the notice to the class was filed with the SEC, published on the Company’s website, and posted on plaintiffs’ counsel’s websites by June 13, 2016. On August 26, 2016, the court held a final hearing on the fairness of the settlement and entered an order approving the settlement and dismissing the action with prejudice. Dees Collection Lawsuit and Culpepper Claims See Note 4 - Related Party Transactions for information regarding the Company’s lawsuit against Dr. Dees and claims against Mr. Culpepper and Mr. Culpepper’s claims against the Company. The Bible Harris Smith Lawsuit On November 17, 2016, the Company filed a lawsuit in the Circuit Court for Knox County, Tennessee against Bible Harris Smith PC (BHS) for professional negligence, common law negligence and breach of fiduciary duty arising from accounting services provided by BHS to the Company. The Company alleges that between 2013 and the present, Dr. Dees received approximately $2.4 million in advanced or reimbursed travel and entertainment expenses from the Company and that Dr. Dees did not submit back-up back-up Other Regulatory Matters The Company has received a subpoena from the staff of the SEC related to the travel expense advancements and reimbursements received by H. Craig Dees, the Company’s former Chief Executive Officer, and the Company has received a subsequent subpoena from the staff of the SEC related to the travel expense advancements and reimbursements received by Peter R. Culpepper, the Company’s former Interim Chief Executive Officer and Chief Operating Officer and former Chief Financial Officer. At this time, the staff’s investigation into these matters remains ongoing. The Company is cooperating with the staff but cannot predict with any certainty what the outcome of the foregoing may be. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | 13. Selected Quarterly Financial Data (Unaudited) The following tables present a summary of quarterly results of operations for 2016 and 2015: Three Months Ended March 31, June 30, September 30, December 31, (in thousands, except per share data) Consolidated Statement of Operations Data: Total operating loss $ (8,507 ) $ (5,045 ) $ (5,777 ) $ (5,183 ) Other income (expense), net 1 1 (99 ) 182 Net income (loss) (8,506 ) (5,044 ) (5,876 ) (5,001 ) Net income (loss) applicable to common shareholders $ (8,506 ) $ (5,044 ) $ (8,861 ) $ (6,449 ) Basic and diluted income (loss) per common share $ (0.04 ) $ (0.02 ) $ (0.04 ) $ (0.02 ) Weighted average number of common shares outstanding- basic and diluted 205,279 212,829 222,960 293,792 Three Months Ended March 31, June 30, September 30, December 31, (in thousands, except per share data) Consolidated Statement of Operations Data: Total operating loss $ (4,620 ) $ (4,592 ) $ (5,779 ) $ (9,663 ) Other income (expense), net 95 47 (1 ) 11 Net income (loss) (4,525 ) (4,545 ) (5,780 ) (9,652 ) Net income (loss) applicable to common shareholders $ (4,525 ) $ (4,545 ) $ (5,780 ) $ (9,652 ) Basic and diluted income (loss) per common share $ (0.02 ) $ (0.02 ) $ (0.03 ) $ (0.05 ) Weighted average number of common shares outstanding- basic and diluted 185,196 187,793 204,610 204,735 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events The Company has evaluated subsequent events through the date of the filing of these financial statements. Convertible Promissory Note On February 21, 2017, the Company issued a convertible promissory note in favor of Eric A. Wachter, the Company’s Chief Technology Officer (“Lender”), evidencing an unsecured loan from Lender to the Company in the original principal amount of up to $2,500,000 (the “Promissory Note”). Interest accrues on the outstanding balance of the Promissory Note at six percent (6%) per annum calculated on a 360-day As of March 29, 2017, the Company has borrowed the entire $2,500,000 principal amount under the Promissory Note. Sixty percent (60%) of the proceeds advanced under the Promissory Note must be used for the Company’s research and development expenses, and the remaining forty percent (40%) of the proceeds advanced under the Promissory Note must be used for the Company’s general administrative expenses. Pursuant to the terms of the Promissory Note, in the event that, prior to the repayment in full of the Promissory Note, the Company consummates a bona fide equity financing conducted with the principal purpose of raising capital, pursuant to which the Company sells shares or units of an equity security or preferred equity approved by the board of directors, which board of directors must consist of at least a majority of the members on the board of directors serving as of the date of the Promissory Note (a “Qualified Equity Financing”), then such amount of the outstanding principal due under the Promissory Note plus all accrued but unpaid interest that may be included in the Qualified Equity Financing shall automatically convert into the equity securities or securities convertible into equity securities of the Company issued in such Qualified Equity Financing (“New Securities”) at the price per New Security at which the Company issues any New Securities in any public or private offering during the period that the Promissory Note is outstanding and otherwise on the same terms (including the same rights, preferences and privileges) as the other investors that purchase New Securities in such Qualified Equity Financing. The Promissory Note matures on the earlier of (i) May 22, 2017, (ii) the date upon which the Company defaults under the Promissory Note or (iii) the date on which the Promissory Note is converted into New Securities (the earliest of such dates, the “Maturity Date”). In lieu of repayment on the Maturity Date, Lender may elect in his sole discretion to apply any and all amounts due and owing to Lender under the Promissory Note to Lender’s obligations under that certain Settlement Agreement dated June 6, 2014 by and between Lender and the Company. Further, under the Promissory Note, the Company has agreed to pay to Lender up to $25,000 for Lender’s reasonable legal fees and expenses incurred in connection with the transactions contemplated by the Promissory Note. The Company may prepay principal and interest under the Promissory Note at any time, in whole or in part, without premium or other prepayment charges. Pursuant to a Waiver of Rights Agreement, Lender further agreed to waive his rights (A) to foreclose on the assets of the Company or (B) to initiate, or cause the initiation of, any proceeding in bankruptcy or the appointment of any custodian, trustee or liquidator of the Company or of all or a portion of the Company’s assets in the event of default under the Promissory Note so long as (i) any shares of Series C Preferred Stock of the Company issued pursuant to the Rights Offering commenced by the Company on January 30, 2017 remain outstanding (other than such shares of Series C Preferred Stock held by Lender) and (ii) a change in control of the Company has not occurred, which is any transaction that results in either (a) the shareholders of the Company not continuing to hold at least 50% of the voting interest in the Company after such transaction or (b) the directors of the Company serving on the board of directors as of February 21, 2017 no longer represent a majority of the outstanding board members. Termination of Rights Offering On October 5, 2016, the Company filed a registration statement on Form S-1 Term Sheet for 2017 Financing On March 19, 2017, the Company entered into an exclusive Definitive Financing Commitment Term Sheet with a group of the Company’s stockholders, which was amended and restated effective as of March 19, 2017 (the “Term Sheet”), which sets forth the terms on which such investors will use their best efforts to arrange for a financing of a minimum of $10,000,000 and maximum of $20,000,000 (the “2017 Financing”), $2,500,000 of which will be funded into Escrow (as defined below) upon the execution of definitive documents, and, the $2,500,000 Promissory Note will be exchanged for a Note (as defined below) on the terms described below upon the funding of such first tranche into Escrow. The 2017 Financing will be in the form of a secured convertible loan (the “Loan”) from the investors (collectively, the “Investors”). The Loan will be evidenced by secured convertible promissory notes (each, a “Note”) from the Company to the Investors. In addition to the customary provisions, the Note shall contain the following provisions: (i) It will be secured by a first priority security interest on the Company’s intellectual property (the “IP”); (ii) The Loan will bear interest at the rate of eight percent (8%) per annum on the outstanding principal amount of the Loan that has been funded to the Company; (iii) The Loan proceeds will be held in one or more accounts (the “Escrow”) pending the funding of the tranches of the 2017 Financing pursuant to borrowing requests made by the Company; (iv) In the event there is a change of control of the Company’s board of directors (“Board”) as proposed by any person or group other than the Investors, the term of the Note will be accelerated and all amounts due under the Note will be immediately due and payable, plus interest at the rate of eight percent (8%) per annum, plus a penalty in the amount equal to ten times (10x) the outstanding principal amount of the Loan that has been funded to the Company; (v) The outstanding principal amount and interest payable under the Loan will be convertible at the sole discretion of the Investors into shares of the Company’s Series D Preferred Stock, a new series of preferred stock to be designated by the Board, at a price per share equal to $0.2862; and (vi) Notwithstanding (v) above, the principal amount of the Note and the interest payable under the Loan will automatically convert into shares of the Company’s Series D Preferred Stock at a price per share equal to $0.2862 effective on the 18 month anniversary of the funding of the final tranche of the 2017 Financing subject to certain exceptions. The Series D Preferred Stock shall have a first priority right to receive proceeds from the sale, liquidation or dissolution of the Company or any of the Company’s assets (each, a “Company Event”). If a Company Event occurs within two (2) years of the date of issuance of the Series D Preferred Stock (the “Date of Issuance”), the holders of Series D Preferred Stock shall receive a preference of four times (4x) their respective investment amount. If a Company Event occurs after the second (2nd) anniversary of the Date of Issuance, the holders of the Series D Preferred Stock shall receive a preference of six times (6x) their respective investment amount. The Series D Preferred Stock shall be convertible at the option of the holders thereof into shares of the Company’s common stock based on a formula to achieve a one-for-one as-converted |
Significant Accounting Polici21
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s significant estimates and assumptions include the collectability of long-term receivables, the recoverability and useful lives of long-lived assets, stock-based compensation, derivative liabilities and the valuation allowance related to the Company’s deferred tax assets. Certain of the Company’s estimates, including the carrying amount of the intangible assets, could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results to differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. |
Cash Concentrations | Cash Concentrations Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits of $250,000 although the Company seeks to minimize this through treasury management. The Company has never experienced any losses related to these balances. |
Equipment and Furnishings | Equipment and Furnishings Equipment and furnishings are stated at cost less accumulated depreciation. Depreciation of equipment is provided for using the straight-line method over the estimated useful lives of the assets. Computers and laboratory equipment are being depreciated over five years; furniture and fixtures are being depreciated over seven years. Maintenance and repairs are charged to operations as incurred. The Company capitalizes cost attributable to the betterment of property and equipment when such betterment extends the useful life of the assets. |
Long-Lived Assets | Long-Lived Assets The Company reviews the carrying values of its long-lived assets for possible impairment whenever an event or change in circumstances indicates that the carrying amount of the assets may not be recoverable. Any long-lived assets held for disposal are reported at the lower of their carrying amounts or fair value less cost to sell. Management has determined there to be no impairment. |
Patent Costs, net | Patent Costs, net Internal patent costs are expensed in the period incurred. Patents purchased are capitalized and amortized over the remaining life of the patent. Patents at December 31, 2016 were acquired as a result of the merger with Valley Pharmaceuticals, Inc. on November 19, 2002. The majority stockholders of Provectus also owned all of the shares of Valley and therefore the assets acquired from Valley were recorded at their carry-over basis. The patents are being amortized over the remaining lives of the patents, which range from 1-6 |
Long-Term Related Party Receivables | Long-Term Related Party Receivables The Company carries long-term receivables from certain current and former employees in connection with the Kleba Shareholder Derivative Lawsuit (see Note 12). The long-term receivables are carried at their contractual amounts, less a reserve for any amounts deemed by management to be uncollectible. Management evaluates the collectability of the receivables at least quarterly. Management estimates the reserve for uncollectibility based on existing economic conditions, the financial conditions of the current and former employees, and the amount and age of past due receivables. Receivables are considered past due if full payment is not received by the contractual due date. Past due amounts are generally written off against the reserve for uncollectibility only after all collection attempts have been exhausted. See Note 5 – Long-Term Receivables. |
Research and Development | Research and Development Research and development costs are charged to expense when incurred. An allocation of payroll expenses to research and development is made based on a percentage estimate of time spent. The research and development costs include the following: payroll, consulting and contract labor, lab supplies and pharmaceutical preparations, legal, insurance, rent and utilities, and depreciation and amortization. |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740 “Income Taxes”. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established if it is more likely than not that all, or some portion, of deferred income tax assets will not be realized. The Company has recorded a full valuation allowance to reduce its net deferred income tax assets to zero. In the event the Company were to determine that it would be able to realize some or all its deferred income tax assets in the future, an adjustment to the deferred income tax asset would increase income in the period such determination was made. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained upon an examination. Any recognized income tax positions would be measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement would be reflected in the period in which the change in judgment occurs. The Company would recognize any corresponding interest and penalties associated with its income tax positions in income tax expense. There were no income taxes, interest or penalties incurred in 2016, 2015 or 2014. Tax years going back to 2013 remain open for examination by the IRS. |
Basic and Diluted Loss Per Common Share | Basic and Diluted Loss Per Common Share Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other instruments to issue common stock were exercised or converted into common stock. The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: December 31, 2016 2015 2014 Warrants 189,991,541 80,121,595 63,235,956 Options 3,500,000 10,630,000 10,845,098 Convertible preferred stock 5,647,009 — — Total potentially dilutive shares 199,138,551 90,751,595 74,081,054 |
Derivative Instruments | Derivative Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with FASB ASC Topic 815. The accounting treatment of derivative financial instruments requires that the Company record warrants and conversion options at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash The Monte-Carlo Simulation model was used to estimate the fair value of the warrants that were classified as derivative liabilities. The model includes subjective input assumptions that can materially affect the fair value estimates. The expected volatility is estimated based on the most recent historical period of time equal to the weighted average life of the warrants. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The Company determines the estimated fair value of amounts presented in these consolidated financial statements using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented in the financial statements are not necessarily indicative of the amounts that could be realized in a current exchange between buyer and seller. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. These fair value estimates were based upon pertinent information available as of December 31, 2016 and 2015. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, short-term settlement receivable, other current assets and accrued expenses approximate fair values due to the short-term nature of these instruments. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 — Inputs use directly or indirectly observable inputs. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 — Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability. In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair measurements requires judgment and considers factors specific to each asset or liability. Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category. As a result, the unrealized gains and losses for assets within the Level 3 category may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. See Note 11 - Fair Value of Financial Instruments. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees, the fair value of the award is measured on the grant date and for non-employees, re-measured |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified for comparative purposes to conform to the fiscal 2016 presentation. These reclassifications have no impact on the previously reported net loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, 2014-09”), 2014-09 2014-09 2014-09 2014-09 In June 2014, the FASB issued ASU No. 2014-12, “Accounting 2014-12”). 2014-12 In August 2014, the FASB issued ASU No. 2014-15, 205-40): 2014-15”). 2014-15 2014-15 In November 2014, the FASB issued ASU No. 2014-16, 2014-16”), 2014-16 is In May 2015, the FASB issued ASU 2015-07, “Fair 2015-07”). ASU 2015-07 In February 2016, the FASB issued ASU No. 2016-02, 2016-02”), 2016-02 2016-02 2016-02 In March 2016, the FASB issued ASU No. 2016-03, In March 2016, the FASB issued ASU No. 2016-06, “Derivatives In March 2016, the FASB issued ASU No. 2016-08, 2014-09. No. 2016-10, 2014-09 2014-09 2014-09, No. 2015-14, In March 2016, the FASB issued ASU No. 2016-09, In September 2016, the FASB issued ASU No. 2016-15, zero-coupon In October 2016, the FASB issued ASU No. 2016-17, “Consolidation 2016-17”). 2016-17 In November 2016, the FASB issued ASU No. 2016-18, “Statement 2016-18”). 2016-18 beginning-of-period end-of-period |
Significant Accounting Polici22
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Securities Excluded from Calculation of Weighted Average Dilutive Common Shares | The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive: December 31, 2016 2015 2014 Warrants 189,991,541 80,121,595 63,235,956 Options 3,500,000 10,630,000 10,845,098 Convertible preferred stock 5,647,009 — — Total potentially dilutive shares 199,138,551 90,751,595 74,081,054 |
Long-Term Receivables (Tables)
Long-Term Receivables (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Summary of Long-Term Receivables | The following table summarizes the long-term receivables at December 31, 2016 and 2015: December 31, 2016 Legal Fees Settlement Total Gross receivable $ 911,000 $ 2,864,753 $ 3,775,753 Reserve for uncollectibility (455,500 ) (1,549,043 ) (2,004,543 ) Net receivable 455,500 1,315,710 1,771,210 Short-term receivable — 300,000 300,000 Long-term receivable $ 455,500 $ 1,015,710 $ 1,471,210 December 31, 2015 Legal Fees Settlement Total Gross receivable $ 911,000 $ 3,382,313 $ 4,293,313 Reserve for uncollectibility (227,750 ) (870,578 ) (1,098,328 ) Net receivable 683,250 2,511,735 3,194,985 Short-term receivable — 500,000 500,000 Long-term receivable $ 683,250 $ 2,011,735 $ 2,694,985 |
Stock Incentive Plan and Warr24
Stock Incentive Plan and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Option Granted to Employees | For stock options granted to employees during 2016, 2015 and 2014, the Company has estimated the fair value of each option granted using the Black-Scholes option pricing model with the following assumptions: 2016 2015 2014 Weighted average fair value per option granted N/A $ 0.38 $ 0.77 Significant assumptions (weighted average) risk-free rate at grant date N/A 0.25 % 0.25 % Expected stock price volatility N/A 90% - 92 % 85% - 92 % Expected option life (years) N/A 10 10 |
Summary of Option Activity | The following table summarizes option activity during the years ended December 31, 2014, 2015 and 2016: Shares Exercise Price Weighted Average Outstanding at January 1, 2014 15,322,206 $ 0.62 - 1.50 $ 0.97 Granted 150,000 0.88 0.88 Settlement (Note 11) (2,800,000 ) 0.93 - 1.00 0.97 Exercised (1,502,108 ) 0.64 - 1.25 0.96 Forfeited (325,000 ) 0.95 - 1.10 1.09 Outstanding and exercisable at December 31, 2014 10,845,098 $ 0.64 - 1.50 $ 0.97 Granted 1,750,000 0.75 0.75 Exercised (590,098 ) 0.64 - 1.02 0.93 Forfeited (1,375,000 ) 0.62 - 0.94 0.77 Outstanding and exercisable at December 31, 2015 10,630,000 $ 0.67 - 1.50 $ 0.96 Granted — — — Exercised — — — Forfeited (7,130,000 ) 0.67 - 1.50 0.97 Outstanding and exercisable at December 31, 2016 3,500,000 $ 0.67 - 1.50 $ 0.93 |
Summary of Stock Options Outstanding | The following table summarizes information about stock options outstanding at December 31, 2016. Exercise Number Outstanding Weighted Average Number Exercisable $ 0.67 200,000 6.60 200,000 $ 0.75 950,000 7.13 950,000 $ 0.84 150,000 5.50 150,000 $ 0.88 150,000 7.60 150,000 $ 0.93 575,000 4.76 575,000 $ 0.99 50,000 4.50 50,000 $ 1.00 625,000 3.26 625,000 $ 1.04 400,000 3.50 400,000 $ 1.16 250,000 3.08 250,000 $ 1.50 150,000 0.50 150,000 3,500,000 4.95 3,500,000 |
Warrants [Member] | |
Summary of Warrant Activity | The following table summarizes warrant activity during the years ended December 31, 2014, 2015 and 2016: Warrants Exercise Price Weighted Average Outstanding at January 1, 2014 73,037,416 $ 0.68 - 2.00 $ 1.03 Granted 9,415,673 1.00 - 3.00 1.61 Exercised (17,524,498 ) 0.68 - 1.50 1.01 Forfeited (1,692,635 ) 0.95 - 1.25 1.07 Outstanding and exercisable at December 31, 2014 63,235,956 $ 0.68 - 3.00 $ 1.12 Granted 23,145,962 0.85 - 1.25 0.88 Forfeited (6,260,323 ) 0.95 - 1.50 1.10 Outstanding and exercisable at December 31, 2015 80,121,595 $ 0.68 - 3.00 $ 1.05 Granted 32,357,344 0.28 - 0.85 0.42 Warrant repricing 88,570,356 0.05 [1 ] Exercised (7,798,507 ) 0.50 0.50 Forfeited (3,259,247 ) 0.68 - 2.00 1.27 Outstanding and exercisable at December 31, 2016 189,991,541 $ 0.05 - 3.00 $ 0.44 [1] On November 23, 2016, the exercise price of the August 2016 Warrants was reset to $0.0533 per share and holders will receive an aggregate of 112,564,968 shares upon exercise. See Note 6 – Stockholders’ Equity – August 2016 Public Offering. |
Summary of Warrants Outstanding | The following table summarizes information about warrants outstanding at December 31, 2016. Exercise Price Number Outstanding Weighted Average Number Exercisable $ 0.053 112,570,356 4.66 112,570,356 $ 0.85 28,482,344 3.47 28,482,344 $ 1.00 42,363,449 1.66 42,363,449 $ 1.12 763,296 1.12 763,296 $ 1.25 4,474,520 2.93 4,474,520 $ 2.00 123,000 1.88 123,000 $ 2.50 280,276 2.33 280,276 $ 3.00 934,300 2.33 934,300 189,991,541 189,991,541 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Provision (Benefit) | The income tax provision (benefit) consists of the following: For The Years Ended December 31, 2016 2015 Federal: Current $ — $ — Deferred (4,195,688 ) (8,387,000 ) State and local: Current — — Deferred (555,312 ) (1,103,000 ) (4,751,000 ) (9,490,000 ) Change in valuation allowance 4,751,000 9,490,000 Income tax provision (benefit) $ — $ — |
Reconciliations between Statutory Federal Income Tax Rate and Company's Effective Tax Rate | The reconciliations between the statutory federal income tax rate and the Company’s effective tax rate is as follows: For The Years Ended December 31, 2016 2015 Tax benefit at federal statutory rate (34.0 )% (34.0 )% State income taxes, net of federal benefit (4.5 )% (4.5 )% Permanent differences 4.2 % (0.2 )% True-up of tax provision 14.9 % 0.0 % Change in valuation allowance 19.4 % 38.7 % Effective income tax rate 0.0 % 0.0 % |
Components of Company's Deferred Income Taxes | The components of the Company’s deferred income taxes are summarized below: For The Years Ended December 31, 2016 2015 Deferred Tax Assets: Net operating loss carryforwards $ 52,999,000 $ 42,457,000 Stock-based compensation 3,251,000 12,235,000 Research and development credits 2,163,000 — Theft loss 963,000 963,000 Receivable allowance 772,000 — Gross deferred tax assets 60,148,000 55,655,000 Deferred Tax Liabilities: Intangible assets (863,000 ) (1,121,000 ) Valuation allowance (59,285,000 ) (54,534,000 ) Deferred tax asset, net of valuation allowance $ — $ — Changes in valuation allowance $ (4,751,000 ) $ (9,490,000 ) |
Fair Value of Financial Instr26
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 using the following assumptions: For the Years Ended December 31, 2016 2015 2014 2010 Warrants: Weighted average term N/A N/A 0.2 years Probability the warrant exercise price be reset N/A N/A 5 % Volatility N/A N/A 63.7 % Risk free interest rate N/A N/A 0.03% - 0.04 % 2011 Warrants: Weighted average term N/A 0 years 1.0 years Probability the warrant exercise price be reset N/A 5 % 5 % Volatility N/A 40.4 % 159.2 % Risk free interest rate N/A 0.13 % 0.25 % 2016 Warrants: Expected term 4.77 - 5.00 years N/A N/A Expected dividends 0 % N/A N/A Volatility 107.8% - 114.7 % N/A N/A Risk free interest rate 0.88% - 1.40 % N/A N/A |
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 December 31, 2016 $ — $ — $ — $ — Warrant liability at December 31, 2015 $ — $ — $ — $ — |
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 December 31, 2016 follows: Balance at January 1, 2015 $ 146,560 Gain on change in fair value of warrant liability (146,560 ) Balance at December 31, 2015 $ — Issuance of warrants 3,678,989 Gain on change in fair value of warrant liability (518,875 ) Reclassification to warrant liability (3,160,114 ) Balance at December 31, 2016 $ — |
Selected Quarterly Financial 27
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Results of Operations | The following tables present a summary of quarterly results of operations for 2016 and 2015: Three Months Ended March 31, June 30, September 30, December 31, (in thousands, except per share data) Consolidated Statement of Operations Data: Total operating loss $ (8,507 ) $ (5,045 ) $ (5,777 ) $ (5,183 ) Other income (expense), net 1 1 (99 ) 182 Net income (loss) (8,506 ) (5,044 ) (5,876 ) (5,001 ) Net income (loss) applicable to common shareholders $ (8,506 ) $ (5,044 ) $ (8,861 ) $ (6,449 ) Basic and diluted income (loss) per common share $ (0.04 ) $ (0.02 ) $ (0.04 ) $ (0.02 ) Weighted average number of common shares outstanding- basic and diluted 205,279 212,829 222,960 293,792 Three Months Ended March 31, June 30, September 30, December 31, (in thousands, except per share data) Consolidated Statement of Operations Data: Total operating loss $ (4,620 ) $ (4,592 ) $ (5,779 ) $ (9,663 ) Other income (expense), net 95 47 (1 ) 11 Net income (loss) (4,525 ) (4,545 ) (5,780 ) (9,652 ) Net income (loss) applicable to common shareholders $ (4,525 ) $ (4,545 ) $ (5,780 ) $ (9,652 ) Basic and diluted income (loss) per common share $ (0.02 ) $ (0.02 ) $ (0.03 ) $ (0.05 ) Weighted average number of common shares outstanding- basic and diluted 185,196 187,793 204,610 204,735 |
Liquidity and Financial Condi28
Liquidity and Financial Condition - Additional Information (Detail) - USD ($) | Feb. 21, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents [Line Items] | |||||
Cash and cash equivalents | $ 1,165,738 | $ 14,178,902 | $ 17,391,601 | $ 15,696,243 | |
Required Stockholders' equity continued listing standards | 6,000,000 | ||||
Stockholders' equity | $ 3,469,184 | $ 16,316,941 | $ 25,189,876 | $ 6,628,666 | |
Subsequent Event [Member] | Maximum [Member] | Eric A. Wachter [Member] | Convertible Promissory Note [Member] | |||||
Cash and Cash Equivalents [Line Items] | |||||
Convertible promissory note issued | $ 2,500,000 |
Significant Accounting Polici29
Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policy [Line Items] | |||
Maturity of highly liquid investments | Three months or less | ||
Amount of insurance coverage | $ 250,000 | ||
Impairment | 0 | ||
Reduced amount of deferred tax asset | $ 0 | ||
Recognized income tax positions measured | 50.00% | ||
Income taxes, interest or penalties incurred | $ 0 | $ 0 | $ 0 |
Patents [Member] | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Amortization of patents, 2017 | 671,000 | ||
Amortization of patents, 2018 | 671,000 | ||
Amortization of patents, 2019 | 671,000 | ||
Amortization of patents, 2020 | $ 228,000 | ||
Patents [Member] | Minimum [Member] | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Remaining lives of the patents | 1 year | ||
Patents [Member] | Maximum [Member] | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Remaining lives of the patents | 6 years | ||
Computer Laboratory Equipment [Member] | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Estimated useful lives of the assets | 5 years | ||
Furniture and Fixtures [Member] | |||
Summary Of Significant Accounting Policy [Line Items] | |||
Estimated useful lives of the assets | 7 years |
Significant Accounting Polici30
Significant Accounting Policies - Schedule of Securities Excluded from Calculation of Weighted Average Dilutive Common Shares (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive common shares excluded from the calculation of loss per share | 199,138,551 | 90,751,595 | 74,081,054 |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive common shares excluded from the calculation of loss per share | 189,991,541 | 80,121,595 | 63,235,956 |
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive common shares excluded from the calculation of loss per share | 3,500,000 | 10,630,000 | 10,845,098 |
Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive common shares excluded from the calculation of loss per share | 5,647,009 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 27, 2016 | May 05, 2016 | Feb. 27, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 06, 2014 | Apr. 30, 2013 |
Related Party Transaction [Line Items] | ||||||||||
Damages sought to be receivable | $ 2,240,000 | $ 1,315,710 | $ 2,511,735 | $ 2,240,000 | ||||||
Reserve for litigation | 1,549,043 | 870,578 | $ 100,000 | |||||||
Donation to charitable foundation | 100,000 | |||||||||
Director [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Director fees | 335,000 | 270,000 | $ 270,000 | |||||||
Accounts Payable [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Donation to charitable foundation | 100,000 | |||||||||
Collection Lawsuit [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Loss contingency amount advanced or reimbursed | $ 2,400,000 | |||||||||
Loss contingency amount of remaining obligation | $ 2,267,750 | |||||||||
First-priority security common stock interest under Temporary restraining Order | 1,000,000 | |||||||||
Collection Lawsuit [Member] | Maximum [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Amount of damages awarded | $ 5,000,000 | |||||||||
Former Chief Executive Officer [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Advances to travel expense received | $ 56,627 | 898,430 | 819,000 | $ 752,034 | ||||||
Receipts from related party | $ 297,170 | $ 0 | 0 | |||||||
Receipts from related party - not reimbursable | 54,034 | |||||||||
Expenditures for related party - without receipts | $ 698,000 | |||||||||
Severance payments owed | $ 0 | |||||||||
Executive Officer Two [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Severance payments owed | 0 | |||||||||
Travel expense reimbursements and advances without receipt | 294,255 | |||||||||
Damages sought to be receivable | 2,240,000 | |||||||||
Litigation cost | $ 227,750 | 227,750 | ||||||||
Reserve for litigation | $ 2,051,083 |
Long-Term Receivables - Summary
Long-Term Receivables - Summary of Long-Term Receivables (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 27, 2016 | Jun. 06, 2014 | Apr. 30, 2013 | |
Receivables [Abstract] | |||||
Gross receivable,Legal Fees | $ 911,000 | $ 911,000 | |||
Reserve for uncollectibility,Legal Fees | (455,500) | (227,750) | |||
Net receivable,Legal Fees | 455,500 | 683,250 | |||
Short-term receivable,Legal Fees | 0 | 0 | |||
Long-term receivable,Legal Fees | 455,500 | 683,250 | |||
Gross receivable,Settlement | 2,864,753 | 3,382,313 | |||
Reserve for uncollectibility,Settlement | (1,549,043) | (870,578) | $ (100,000) | ||
Net receivable,Settlement | 1,315,710 | 2,511,735 | $ 2,240,000 | $ 2,240,000 | |
Short-term receivable,Settlement | 300,000 | 500,000 | |||
Long-term receivable,Settlement | 1,015,710 | 2,011,735 | |||
Gross receivable,Total | 3,775,753 | 4,293,313 | |||
Reserve for uncollectibility,Total | (2,004,543) | (1,098,328) | |||
Net receivable,Total | 1,771,210 | 3,194,985 | |||
Short-term receivable,Total | 300,000 | 500,000 | |||
Long-term receivable,Total | $ 1,471,210 | $ 2,694,985 |
Long-Term Receivables - Additio
Long-Term Receivables - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Long Term Receivable [Line Items] | |||
Reserve for uncollectibility of settlement receivable | $ 1,549,043 | $ 870,578 | |
Reserve for uncollectibility of legal fees receivable | 445,500 | 227,750 | |
General and Administrative Expenses [Member] | |||
Schedule Of Long Term Receivable [Line Items] | |||
Reserve for uncollectibility of settlement receivable | 678,465 | 870,578 | $ 0 |
Reserve for uncollectibility of legal fees receivable | $ 227,750 | $ 227,750 | $ 0 |
Stockholders' Equity - Authoriz
Stockholders' Equity - Authorized Capital - Additional Information (Detail) | Dec. 31, 2016Vote$ / sharesshares | Aug. 25, 2016$ / shares | Dec. 31, 2015$ / sharesshares |
Class of Stock [Line Items] | |||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | |
Common stock voting right per share | Vote | 1 | ||
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ / shares | $ 0.001 | ||
Preferred stock, shares authorized | 240,000 | ||
Undesignated Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 24,760,000 |
Stockholders' Equity - Series A
Stockholders' Equity - Series A Convertible Preferred Stock - Additional Information (Detail) - shares | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | |||
Convertible preferred stock | 33,334 | ||
Converted preferred stock | 33,334 | ||
Preferred stock converted into shares | 8.00% | ||
Convertible preferred stock outstanding | 0 | 0 |
Stockholders' Equity - Series B
Stockholders' Equity - Series B Convertible Preferred Stock - Additional Information (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Aug. 25, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Convertible preferred stock, dividend percentage | 8.00% | ||
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 0.001 | ||
Convertible preferred stock, dividend percentage | 8.00% |
Stockholders' Equity - Warrant
Stockholders' Equity - Warrant Exchange Programs - Additional Information (Detail) - USD ($) | Mar. 28, 2016 | Dec. 31, 2016 | Nov. 01, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | |||||
Common stock to be issued on exercise of warrant | 3,408,218 | ||||
Cash exercise price of warrants | $ 0.85 | ||||
Warrant incentive expense | $ 2,718,407 | ||||
Existing Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock to be issued on exercise of warrant | 59,861,601 | ||||
Number of shares issuable on exercises of warrants issued | 59,861,601 | ||||
Discounted exercise price of warrants | $ 0.50 | ||||
Cash exercise price of warrants | 0.85 | ||||
Gross proceeds from warrants | $ 3,899,254 | ||||
Number of warrants issued | 7,798,507 | ||||
Warrants purchased | 7,798,507 | ||||
Existing Warrants [Member] | Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Exercise price of common stock | 1 | ||||
Existing Warrants [Member] | Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Exercise price of common stock | $ 3 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock to be issued on exercise of warrant | 7,798,507 | ||||
Maxim Group LLC and Network 1 Financial Securities, Inc [Member] | Existing Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Cash exercise price of warrants | $ 0.85 | ||||
Placement agent fees | $ 264,214 | ||||
Number of warrants issued | 467,910 | ||||
Warrant incentive expense | $ 2,718,407 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock Issued for Services - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||
Issuance of common stock to consultants | 51,745 | 305,627 | 300,000 |
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Consulting costs charges | $ 20,163 | $ 202,814 | $ 418,250 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants Issued for Services - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||
Issuance of warrants to consultants | 1,948,702 | 2,444,913 |
Consulting costs charges related to warrants | $ 552,358 | $ 2,321,327 |
Minimum [Member] | ||
Class of Stock [Line Items] | ||
Fair market value for the warrants issued | $ 0.14 | $ 0.55 |
Maximum [Member] | ||
Class of Stock [Line Items] | ||
Fair market value for the warrants issued | $ 0.54 | $ 2.56 |
Stockholders' Equity - Private
Stockholders' Equity - Private Offerings of Common Stock and Warrants - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||
Common stock to be issued on exercise of warrant | 3,408,218 | |
Network 1 Financial Securities [Member] | First Private Placement [Member] | ||
Class of Stock [Line Items] | ||
Gross proceeds from private offering of common stock and warrants to accredited investors | $ 776,000 | $ 5,000,000 |
Company accepted subscriptions in aggregate | 776,000 | 2,000,000 |
Exercise price of common stock | $ 1.25 | $ 2.50 |
Purchase price of common stock with warrants | $ 1 | $ 2.50 |
Payment of fully vested warrants | $ 100,880 | $ 650,000 |
Common stock to be issued on exercise of warrant | 77,600 | 300,000 |
Network 1 Financial Securities [Member] | Second Private Placement [Member] | ||
Class of Stock [Line Items] | ||
Gross proceeds from private offering of common stock and warrants to accredited investors | $ 1,011,100 | |
Company accepted subscriptions in aggregate | 1,011,100 | 3,586,300 |
Exercise price of common stock | $ 1.25 | $ 1.25 |
Purchase price of common stock with warrants | $ 1 | $ 1 |
Payment of fully vested warrants | $ 131,443 | $ 466,219 |
Common stock to be issued on exercise of warrant | 101,110 | 358,630 |
Aggregate amount of common stock | $ 3,586,300 | |
Network 1 Financial Securities [Member] | Third Private Placement [Member] | ||
Class of Stock [Line Items] | ||
Gross proceeds from private offering of common stock and warrants to accredited investors | $ 4,198,300 | |
Company accepted subscriptions in aggregate | 4,198,300 | |
Exercise price of common stock | $ 1.25 | |
Purchase price of common stock with warrants | $ 1 | |
Payment of fully vested warrants | $ 545,779 | |
Common stock to be issued on exercise of warrant | 419,830 | |
Five Year Warrant [Member] | Network 1 Financial Securities [Member] | First Private Placement [Member] | ||
Class of Stock [Line Items] | ||
Expiration of warrants | 5 years | 5 years |
Number of shares issuable on exercises of warrants issued | 388,000 | 2,000,000 |
Investors received five year warrants | 50.00% | 100.00% |
Exercise price of common stock | $ 1.25 | $ 3 |
Five Year Warrant [Member] | Network 1 Financial Securities [Member] | Second Private Placement [Member] | ||
Class of Stock [Line Items] | ||
Expiration of warrants | 5 years | 5 years |
Number of shares issuable on exercises of warrants issued | 505,550 | 1,793,150 |
Investors received five year warrants | 50.00% | 50.00% |
Exercise price of common stock | $ 1.25 | $ 1.25 |
Five Year Warrant [Member] | Network 1 Financial Securities [Member] | Third Private Placement [Member] | ||
Class of Stock [Line Items] | ||
Expiration of warrants | 5 years | |
Number of shares issuable on exercises of warrants issued | 2,099,150 | |
Investors received five year warrants | 50.00% | |
Exercise price of common stock | $ 1.25 |
Stockholders' Equity - Public O
Stockholders' Equity - Public Offering of Common Stock and Warrants - Additional Information (Detail) - USD ($) | Jun. 24, 2015 | Dec. 31, 2016 | Aug. 30, 2016 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||||
Common stock to be issued on exercise of warrant | 3,408,218 | |||
Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Exercise price of warrants | $ 0.275 | |||
June 2015 Public Offering [Member] | ||||
Class of Stock [Line Items] | ||||
Gross proceeds from private offering of common stock and warrants to accredited investors | $ 13,151,250 | |||
Number of shares of common stock and warrants issued | 17,500,000 | |||
Common stock to be issued on exercise of warrant | 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% | |||
Exercise price of warrants | $ 0.85 | |||
Additional shares of common stock purchased | 2,625,000 | |||
Purchase price of common stock with warrants | $ 0.01 | |||
June 2015 Public Offering [Member] | Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding | 0 | |||
Maxim Group LLC and Network 1 Financial Securities, Inc [Member] | June 2015 Public Offering [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issuance costs | $ 1,052,100 |
Stockholders' Equity - August 2
Stockholders' Equity - August 2016 Public Offering - Additional Information (Detail) | Nov. 23, 2016USD ($)$ / sharesshares | Aug. 30, 2016USD ($)$ / sharesshares | Jan. 31, 2014shares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) |
Class of Stock [Line Items] | ||||||
Preferred stock issued upon public offering, number of shares | shares | 8,600 | 0 | ||||
Convertible preferred stock and preferred stock dividends | shares | 33,334 | |||||
Preferred stock and preferred stock dividends converted into shares | shares | 33,334 | |||||
Preferred stock dividends paid in kind | $ 2,386,453 | |||||
Preferred stock dividends percentage | 8.00% | |||||
Reclassification of warrant liability | $ 3,160,114 | $ 10,335,619 | ||||
Gain on change in fair value of warrant liability | (518,875) | $ (146,560) | $ (2,384,393) | |||
Cash issuance costs | $ 711,470 | |||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock issued upon public offering, number of shares | shares | 240,000 | 240,000 | 240,000 | |||
Number of common shares initially convertible upon preferred stock conversion | shares | 24,000,000 | |||||
Stockholders' equity note, stock split | Series B Preferred Stock and August 2016 Warrants were sold together at a price of $25.00 for a combination of one share of Series B Preferred Stock and 100 August 2016 Warrants to purchase one share of common stock each | |||||
Stock split conversion ratio | 1 | |||||
Issuance costs allocated to preferred stock | $ 275,222 | |||||
Conversion price number of consecutive trading days | 60 days | |||||
Conversion price exceeds percentage on certain condition | 85.00% | |||||
Adjusted conversion price | $ / shares | $ 0.0533 | |||||
Common stock issued for preferred stock, shares | shares | 151,943,945 | |||||
Offering gross proceeds allocated to analyze beneficial conversion feature | $ 6,000,000 | |||||
Number of shares of common stock potentially issuable | shares | 112,570,356 | 24,000,000 | ||||
Effective conversion price | $ / shares | $ 0.021 | $ 0.097 | ||||
Market price per share of common stock | $ / shares | $ 0.038 | $ 0.127 | ||||
Deemed dividend on preferred stock | $ 1,318,801 | $ 726,989 | ||||
Convertible preferred stock and preferred stock dividends | shares | 231,400 | |||||
Preferred stock and preferred stock dividends converted into shares | shares | 2,314,000 | |||||
Common stock issued for preferred stock, shares | shares | 9,477,412 | |||||
Preferred stock dividends paid in kind | $ 72,453 | |||||
Preferred stock dividends percentage | 8.00% | |||||
Net carrying value of preferred stock | $ 2,045,789 | |||||
Cash issuance costs | $ 275,222 | |||||
Preferred Stock and Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of stock, price per share | $ / shares | $ 25 | |||||
Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Exercisable warrants to purchase common stock | shares | 24,000,000 | |||||
Exercise price of common stock | $ / shares | $ 0.275 | |||||
Stock split conversion ratio | 100 | |||||
Adjusted conversion price | $ / shares | $ 0.0533 | |||||
Warrants expiration date | Aug. 30, 2021 | |||||
Exercise price on warrants exceeds percentage on certain condition | 85.00% | |||||
Shares of common stock issued upon exercise of warrants | shares | 112,564,968 | 112,570,356 | ||||
Fair value at the commitment date | $ 3,678,989 | |||||
Valuation method used | Monte Carlo valuation method | |||||
Issuance date value of warrants | $ 3,678,989 | |||||
Reclassification of warrant liability | $ 3,160,114 | |||||
Gain on change in fair value of warrant liability | 518,875 | |||||
Cash issuance costs | 436,248 | |||||
Aggregate gross proceeds | $ 3,678,989 | |||||
Warrants as percentage of aggregate gross proceeds | 61.00% | |||||
Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock issued for preferred stock, shares | shares | (231,400) | |||||
Fair value at the commitment date | $ 2,321,011 | |||||
Maxim Group LLC [Member] | ||||||
Class of Stock [Line Items] | ||||||
Aggregate net proceeds | $ 5,288,530 | |||||
Gross proceeds | 6,000,000 | |||||
Issuance costs allocated to preferred stock | $ 711,470 | |||||
Derivative Financial Instruments, Liabilities [Member] | Warrants [Member] | Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Fair value at the commitment date | $ 3,678,989 |
Stock Incentive Plan and Warr43
Stock Incentive Plan and Warrants - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014Employeesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)Officers$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares, exercised | 0 | 590,098 | 1,502,108 | |
Estimated forfeitures related to option grants annual rate | 0.00% | 0.00% | 0.00% | |
Exercise price, minimum | $ / shares | $ 0.64 | $ 0.64 | ||
Exercise price, maximum | $ / shares | $ 1.02 | $ 1.25 | ||
Aggregate proceeds from stock options exercised | $ | $ 549,730 | $ 1,446,393 | ||
Number of shares, granted | 0 | |||
Stock-based compensation expense | $ | $ 0 | $ 670,576 | $ 115,645 | |
Unrecognized stock-based compensation expense | $ | 0 | |||
Weighted average fair value per options granted | $ / shares | $ 0.38 | $ 0.77 | ||
Total intrinsic value of options exercised | $ | $ 0 | $ 16,151 | $ 1,327,300 | |
Warrants exercised on cashless basis | 14,116,280 | |||
Shares issued in cashless exercise | 10,016,291 | |||
Warrants exercised | 3,408,218 | |||
Exercise price of warrants | $ | $ 3,044,364 | |||
Common stock to be issued on exercise of warrant | 3,408,218 | 3,408,218 | ||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Period of plan | 10 years | |||
Non Employee Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares, exercised | 150,000 | 150,000 | ||
Exercise price/share | $ / shares | $ 0.75 | |||
Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of employees | Employees | 3 | |||
Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares, exercised | 1,600,000 | |||
Number of employees | Officers | 4 | |||
Exercise price/share | $ / shares | $ 0.75 | |||
2014 Equity Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares, exercised | 20,000,000 | |||
Shares available for issuance | 18,900,000 |
Stock Incentive Plan and Warr44
Stock Incentive Plan and Warrants - Fair Value of Option Granted to Employees (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value per option granted | $ 0.38 | $ 0.77 |
Significant assumptions (weighted average) risk-free rate at grant date | 0.25% | 0.25% |
Expected option life (years) | 10 years | 10 years |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected stock price volatility | 90.00% | 85.00% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected stock price volatility | 92.00% | 92.00% |
Stock Incentive Plan and Warr45
Stock Incentive Plan and Warrants - Summary of Option Activity (Detail) - $ / shares | Oct. 03, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares, Settlement | (2,800,000) | |||
Number of shares, granted | 0 | |||
Number of Shares, Exercised | 0 | (590,098) | (1,502,108) | |
Exercise price, minimum | $ 0.64 | $ 0.64 | ||
Exercise price, maximum | $ 1.02 | $ 1.25 | ||
Range One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Outstanding, Beginning balance | 15,322,206 | |||
Number of shares, granted | 1,750,000 | |||
Exercise price, minimum | $ 0.62 | |||
Exercise price, maximum | $ 0.75 | 1.50 | ||
Weighted Average Exercise Price Outstanding, Beginning balance | $ 0.97 | |||
Range Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares, granted | 150,000 | |||
Number of Shares, Exercised | (590,098) | |||
Exercise price, minimum | $ 0.64 | |||
Exercise price, maximum | 1.02 | $ 0.88 | ||
Weighted Average Exercise Price, Granted | $ 0.75 | $ 0.88 | ||
Range Three [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares, Exercised | (1,502,108) | |||
Number of Shares, Forfeited | (7,130,000) | (1,375,000) | ||
Exercise price, minimum | $ 0.67 | $ 0.62 | $ 0.64 | |
Exercise price, maximum | $ 1.50 | 0.94 | 1.25 | |
Weighted Average Exercise Price, Exercised | $ 0.93 | $ 0.96 | ||
Range Four [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Outstanding, Beginning balance | 10,630,000 | |||
Number of Shares, Forfeited | (325,000) | |||
Number of Shares Outstanding, Ending balance | 3,500,000 | 10,630,000 | ||
Exercise price, minimum | $ 0.67 | $ 0.67 | $ 0.95 | |
Exercise price, maximum | 1.50 | 1.50 | 1.10 | |
Weighted Average Exercise Price, Forfeited | 0.97 | $ 0.77 | $ 1.09 | |
Range Five [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Outstanding, Beginning balance | 10,845,098 | |||
Number of Shares Outstanding, Ending balance | 10,845,098 | |||
Exercise price, minimum | $ 0.64 | |||
Exercise price, maximum | 1.50 | |||
Weighted Average Exercise Price Outstanding, Ending balance | $ 0.93 | $ 0.96 | $ 0.97 | |
Range Six [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares, Settlement | (2,800,000) | |||
Exercise price, minimum | $ 0.93 | |||
Exercise price, maximum | 1 | |||
Weighted Average Exercise Price, Settlement | $ 0.97 |
Stock Incentive Plan and Warr46
Stock Incentive Plan and Warrants - Summary of Stock Options Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2016shares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 3,500,000 |
Weighted Average Remaining Contractual Life | 4 years 11 months 12 days |
Number Exercisable at December 31, 2016 | 3,500,000 |
Range One [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 200,000 |
Weighted Average Remaining Contractual Life | 6 years 7 months 6 days |
Number Exercisable at December 31, 2016 | 200,000 |
Range Two [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 950,000 |
Weighted Average Remaining Contractual Life | 7 years 1 month 17 days |
Number Exercisable at December 31, 2016 | 950,000 |
Range Three [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 150,000 |
Weighted Average Remaining Contractual Life | 5 years 6 months |
Number Exercisable at December 31, 2016 | 150,000 |
Range Four [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 150,000 |
Weighted Average Remaining Contractual Life | 7 years 7 months 6 days |
Number Exercisable at December 31, 2016 | 150,000 |
Range Five [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 575,000 |
Weighted Average Remaining Contractual Life | 4 years 9 months 4 days |
Number Exercisable at December 31, 2016 | 575,000 |
Range Six [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 50,000 |
Weighted Average Remaining Contractual Life | 4 years 6 months |
Number Exercisable at December 31, 2016 | 50,000 |
Range Seven [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 625,000 |
Weighted Average Remaining Contractual Life | 3 years 3 months 4 days |
Number Exercisable at December 31, 2016 | 625,000 |
Range Eight [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 400,000 |
Weighted Average Remaining Contractual Life | 3 years 6 months |
Number Exercisable at December 31, 2016 | 400,000 |
Range Nine [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 250,000 |
Weighted Average Remaining Contractual Life | 3 years 29 days |
Number Exercisable at December 31, 2016 | 250,000 |
Range Ten [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 150,000 |
Weighted Average Remaining Contractual Life | 6 months |
Number Exercisable at December 31, 2016 | 150,000 |
Stock Incentive Plan and Warr47
Stock Incentive Plan and Warrants - Summary of Warrant Activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Warrants, Granted | 0 | ||
Number of Warrants, Exercised | 0 | (590,098) | (1,502,108) |
Exercise Price Per Warrant, Minimum | $ 0.64 | $ 0.64 | |
Exercise Price Per Warrant, Maximum | $ 1.02 | $ 1.25 | |
Range One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Warrants, Granted | 1,750,000 | ||
Number of Shares Outstanding, Beginning balance | 15,322,206 | ||
Exercise Price Per Warrant, Minimum | $ 0.62 | ||
Weighted Average Exercise Price Outstanding, Beginning balance | 0.97 | ||
Exercise Price Per Warrant, Maximum | $ 0.75 | $ 1.50 | |
Range Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Warrants, Granted | 150,000 | ||
Number of Warrants, Exercised | (590,098) | ||
Exercise Price Per Warrant, Minimum | $ 0.64 | ||
Exercise Price Per Warrant, Maximum | 1.02 | $ 0.88 | |
Weighted Average Exercise Price, Granted | $ 0.75 | $ 0.88 | |
Range Three [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Warrants, Exercised | (1,502,108) | ||
Number of Warrants, Forfeited | (7,130,000) | (1,375,000) | |
Exercise Price Per Warrant, Minimum | $ 0.67 | $ 0.62 | $ 0.64 |
Exercise Price Per Warrant, Maximum | $ 1.50 | 0.94 | 1.25 |
Weighted Average Exercise Price, Exercised | $ 0.93 | $ 0.96 | |
Range Four [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Outstanding, Beginning balance | 10,630,000 | ||
Number of Warrants, Forfeited | (325,000) | ||
Number of Shares Outstanding, Ending balance | 3,500,000 | 10,630,000 | |
Exercise Price Per Warrant, Minimum | $ 0.67 | $ 0.67 | $ 0.95 |
Exercise Price Per Warrant, Maximum | 1.50 | 1.50 | 1.10 |
Weighted Average Exercise Price, Forfeited | $ 0.97 | $ 0.77 | $ 1.09 |
Range Five [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Outstanding, Beginning balance | 10,845,098 | ||
Number of Shares Outstanding, Ending balance | 10,845,098 | ||
Exercise Price Per Warrant, Minimum | $ 0.64 | ||
Exercise Price Per Warrant, Maximum | $ 1.50 | ||
Warrants [Member] | Range One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Warrants, Granted | 32,357,344 | 23,145,962 | |
Number of Shares Outstanding, Beginning balance | 73,037,416 | ||
Exercise Price Per Warrant, Minimum | $ 0.28 | $ 0.85 | $ 0.68 |
Weighted Average Exercise Price Outstanding, Beginning balance | 1.03 | ||
Exercise Price Per Warrant, Maximum | 0.85 | 1.25 | $ 2 |
Weighted Average Exercise Price, Granted | $ 0.42 | $ 0.88 | |
Warrants [Member] | Range Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Warrants, Granted | 9,415,673 | ||
Number of Warrants, Warrant repricing | 88,570,356 | ||
Number of Warrants, Forfeited | (6,260,323) | ||
Exercise Price Per Warrant, Minimum | $ 0.95 | $ 1 | |
Exercise Price Per Warrant, Maximum | 1.50 | 3 | |
Exercise Price Per Warrant, Warrant repricing | $ 0.05 | ||
Weighted Average Exercise Price, Granted | $ 1.61 | ||
Weighted Average Exercise Price, Exercised | $ 0.50 | ||
Weighted Average Exercise Price, Forfeited | $ 1.10 | ||
Warrants [Member] | Range Three [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Outstanding, Beginning balance | 80,121,595 | ||
Number of Warrants, Exercised | (7,798,507) | (17,524,498) | |
Number of Shares Outstanding, Ending balance | 80,121,595 | ||
Exercise Price Per Warrant, Minimum | $ 0.68 | $ 0.68 | |
Weighted Average Exercise Price Outstanding, Beginning balance | $ 1.05 | ||
Exercise Price Per Warrant, Maximum | 0.50 | 3 | 1.50 |
Weighted Average Exercise Price, Exercised | $ 1.01 | ||
Weighted Average Exercise Price, Forfeited | $ 1.27 | ||
Weighted Average Exercise Price Outstanding and exercisable, Ending balance | $ 1.05 | ||
Warrants [Member] | Range Four [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Warrants, Forfeited | (3,259,247) | (1,692,635) | |
Exercise Price Per Warrant, Minimum | $ 0.68 | $ 0.95 | |
Exercise Price Per Warrant, Maximum | 2 | 1.25 | |
Weighted Average Exercise Price, Forfeited | $ 1.07 | ||
Weighted Average Exercise Price Outstanding and exercisable, Ending balance | $ 0.44 | ||
Warrants [Member] | Range Five [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares Outstanding, Beginning balance | 63,235,956 | ||
Number of Shares Outstanding, Ending balance | 189,991,541 | 63,235,956 | |
Exercise Price Per Warrant, Minimum | $ 0.05 | $ 0.68 | |
Weighted Average Exercise Price Outstanding, Beginning balance | $ 1.12 | ||
Exercise Price Per Warrant, Maximum | $ 3 | 3 | |
Weighted Average Exercise Price Outstanding and exercisable, Ending balance | $ 1.12 |
Stock Incentive Plan and Warr48
Stock Incentive Plan and Warrants - Summary of Warrant Activity (Parenthetical) (Detail) - Warrants [Member] - $ / shares | Nov. 23, 2016 | Aug. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares of common stock issued upon exercise of warrants | 112,564,968 | 112,570,356 |
Adjusted conversion price | $ 0.0533 |
Stock Incentive Plan and Warr49
Stock Incentive Plan and Warrants - Summary of Warrants Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2016shares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 3,500,000 |
Number Exercisable at December 31, 2016 | 3,500,000 |
Range One [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 200,000 |
Number Exercisable at December 31, 2016 | 200,000 |
Range Two [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 950,000 |
Number Exercisable at December 31, 2016 | 950,000 |
Range Three [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 150,000 |
Number Exercisable at December 31, 2016 | 150,000 |
Range Four [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 150,000 |
Number Exercisable at December 31, 2016 | 150,000 |
Range Five [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 575,000 |
Number Exercisable at December 31, 2016 | 575,000 |
Range Six [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 50,000 |
Number Exercisable at December 31, 2016 | 50,000 |
Range Seven [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 625,000 |
Number Exercisable at December 31, 2016 | 625,000 |
Range Eight [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 400,000 |
Number Exercisable at December 31, 2016 | 400,000 |
Warrants [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 189,991,541 |
Number Exercisable at December 31, 2016 | 189,991,541 |
Warrants [Member] | Range One [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 112,570,356 |
Weighted Average Remaining Contractual Life | 4 years 7 months 28 days |
Number Exercisable at December 31, 2016 | 112,570,356 |
Warrants [Member] | Range Two [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 28,482,344 |
Weighted Average Remaining Contractual Life | 3 years 5 months 19 days |
Number Exercisable at December 31, 2016 | 28,482,344 |
Warrants [Member] | Range Three [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 42,363,449 |
Weighted Average Remaining Contractual Life | 1 year 7 months 28 days |
Number Exercisable at December 31, 2016 | 42,363,449 |
Warrants [Member] | Range Four [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 763,296 |
Weighted Average Remaining Contractual Life | 1 year 1 month 13 days |
Number Exercisable at December 31, 2016 | 763,296 |
Warrants [Member] | Range Five [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 4,474,520 |
Weighted Average Remaining Contractual Life | 2 years 11 months 5 days |
Number Exercisable at December 31, 2016 | 4,474,520 |
Warrants [Member] | Range Six [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 123,000 |
Weighted Average Remaining Contractual Life | 1 year 10 months 17 days |
Number Exercisable at December 31, 2016 | 123,000 |
Warrants [Member] | Range Seven [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 280,276 |
Weighted Average Remaining Contractual Life | 2 years 3 months 29 days |
Number Exercisable at December 31, 2016 | 280,276 |
Warrants [Member] | Range Eight [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding at December 31, 2016 | 934,300 |
Weighted Average Remaining Contractual Life | 2 years 3 months 29 days |
Number Exercisable at December 31, 2016 | 934,300 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Provision (Benefit) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Federal: | ||
Current | $ 0 | $ 0 |
Deferred | (4,195,688) | (8,387,000) |
State and local: | ||
Current | 0 | 0 |
Deferred | (555,312) | (1,103,000) |
Current income tax expense (benefit) | (4,751,000) | (9,490,000) |
Change in valuation allowance | 4,751,000 | 9,490,000 |
Income tax provision (benefit) | $ 0 | $ 0 |
Income Taxes - Reconciliations
Income Taxes - Reconciliations between Statutory Federal Income Tax Rate and Company's Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at federal statutory rate | (34.00%) | (34.00%) |
State income taxes, net of federal benefit | (4.50%) | (4.50%) |
Permanent differences | 4.20% | (0.20%) |
True-up of tax provision | 14.90% | 0.00% |
Change in valuation allowance | 19.40% | 38.70% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Components of Co
Income Taxes - Components of Company's Deferred Income Taxes (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Tax Assets: | ||
Net operating loss carryforwards | $ 52,999,000 | $ 42,457,000 |
Stock-based compensation | 3,251,000 | 12,235,000 |
Research and development credits | 2,163,000 | |
Theft loss | 963,000 | 963,000 |
Receivable allowance | 772,000 | |
Gross deferred tax assets | 60,148,000 | 55,655,000 |
Deferred Tax Liabilities: | ||
Intangible assets | (863,000) | (1,121,000) |
Valuation allowance | (59,285,000) | (54,534,000) |
Deferred tax asset, net of valuation allowance | 0 | 0 |
Changes in valuation allowance | $ (4,751,000) | $ (9,490,000) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | |||
Tax net operating losses | $ 140,000,000 | ||
Limitation of net operating loss carry-forward | $ 3,200,000 | ||
Limitation of net operating loss carry-forward, description | The Company completed a Section 382 study for the period from inception through the year ended December 31, 2014 and recorded a limitation of $3.2 million to their net operating loss carry-forward. | ||
Uncertain tax positions | $ 0 | $ 0 | |
Earliest Tax Year [Member] | |||
Income Taxes [Line Items] | |||
Operating losses expiration period | 2,022 | ||
Latest Tax Year [Member] | |||
Income Taxes [Line Items] | |||
Operating losses expiration period | 2,036 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies [Line Items] | |||
Rent Expense | $ 60,000 | $ 60,000 | $ 60,000 |
Employment agreement period for executive | 5 years | ||
Automatic employment renewal period for executive | 1 year | ||
Initial base salary | $ 500,000 | ||
Knoxville, Tennessee [Member] | |||
Commitments And Contingencies [Line Items] | |||
Lease agreements cover periods | 5 years | ||
Lease agreement description | The Company leases office and laboratory space in Knoxville, Tennessee on an annual basis, continuing for five years to January 1, 2020, unless 30 days’ notice is given by either party to terminate the agreement. |
401 (K) Profit Sharing Plan - A
401 (K) Profit Sharing Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Contributions to the 401(K) Profit Sharing Plan | $ 159,000 | $ 212,000 | $ 320,000 |
Fair Value of Financial Instr56
Fair Value of Financial Instruments - Estimated Fair Value of Warrants (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
2010 Warrants [Member] | |||
Class of Stock [Line Items] | |||
Weighted average term | 2 months 12 days | ||
Probability the warrant exercise price be reset | 5.00% | ||
Volatility | 63.70% | ||
2010 Warrants [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Risk free interest rate | 0.03% | ||
2010 Warrants [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Risk free interest rate | 0.04% | ||
2011 Warrants [Member] | |||
Class of Stock [Line Items] | |||
Weighted average term | 0 years | 1 year | |
Probability the warrant exercise price be reset | 5.00% | 5.00% | |
Volatility | 40.40% | 159.20% | |
Risk free interest rate | 0.13% | 0.25% | |
2016 Warrants [Member] | |||
Class of Stock [Line Items] | |||
Expected dividends | 0.00% | ||
2016 Warrants [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Expected term | 4 years 9 months 7 days | ||
Volatility | 107.80% | ||
Risk free interest rate | 0.88% | ||
2016 Warrants [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Expected term | 5 years | ||
Volatility | 114.70% | ||
Risk free interest rate | 1.40% |
Fair Value of Financial Instr57
Fair Value of Financial Instruments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2014USD ($)shares | |
Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Loss from the revaluation of the warrant liability | $ (878,806) |
Warrants exercised | shares | 1,850,000 |
Series A Preferred Stock [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Adjusted fair value of warrants exercised | $ 4,047,116 |
Fair Value of Financial Instr58
Fair Value of Financial Instruments - Warrant Liability Measured at Fair Value on a Recurring Basis (Detail) - Recurring [Member] - Warrants [Member] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 0 | $ 0 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 0 | $ 0 |
Fair Value of Financial Instr59
Fair Value of Financial Instruments - Reconciliation of the Warranty Liability Measured at Fair Value on a Recurring Basis (Detail) - Recurring [Member] - Level 3 [Member] - Warrants [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beginning Balance | $ 146,560 | |
Issuance of warrants | $ 3,678,989 | |
Gain on change in fair value of warrant liability | (518,875) | $ (146,560) |
Reclassification to warrant liability | $ (3,160,114) |
Litigation - Additional Informa
Litigation - Additional Information (Detail) | Dec. 27, 2016USD ($) | Nov. 17, 2016USD ($) | Oct. 03, 2014shares | Jul. 24, 2014USD ($) | Jun. 06, 2014USD ($)shares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 16, 2016Stockholders | Apr. 30, 2013USD ($) |
Loss Contingencies [Line Items] | |||||||||
Reserve for litigation | $ 1,549,043 | $ 870,578 | $ 100,000 | ||||||
Damages sought to be receivable | $ 2,240,000 | $ 2,240,000 | 1,315,710 | 2,511,735 | |||||
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 | ||||||||
Long-term receivable | 455,500 | 683,250 | |||||||
Stock options | shares | 2,800,000 | ||||||||
Litigation settlement, amortization of discount | 82,440 | 103,969 | |||||||
Litigation settlement, remaining balance due | 1,315,710 | ||||||||
Litigation settlement, reserve for uncollectibility | 1,549,043 | ||||||||
Litigation settlement, present value of discount remaining | $ 57,623 | ||||||||
Litigation settlement payment description | The remaining cash settlement amounts will continue to be repaid to the Company over the next three years with the final payment to be received by October 3, 2019. $82,440 and $103,969 of the settlement discount was amortized during the year ended December 31, 2016 and 2015, respectively, which is included within general and administrative expenses on the consolidated statements of operations and within cash flows from operating activities on the consolidated statements of cash flows. | ||||||||
Litigation settlement, Amount | $ (2,864,753) | (3,382,313) | |||||||
Number of stockholders who did not receive notification on settlement | Stockholders | 6,300 | ||||||||
Shareholder Derivative Litigation [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation settlement, Amount | 300,000 | ||||||||
Class Action Lawsuits [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Litigation settlement, Amount | 3,500,000 | ||||||||
Litigation settlement, Amount paid | 1,850,000 | ||||||||
Litigation settlement, Amount to be paid by insurance carrier | 1,650,000 | ||||||||
Bible Harris Smith Lawsuit [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Loss contingency amount advanced or reimbursed | $ 2,400,000 | ||||||||
Amount of damages awarded | $ 3,000,000 | ||||||||
Dr Dees [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Reserve for litigation | 227,750 | ||||||||
Executive Officer One [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Damages sought to be receivable | 2,040,000 | ||||||||
Repayment under contingency | 200,000 | ||||||||
Executive Officer Two [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Reserve for litigation | 2,051,083 | ||||||||
Damages sought to be receivable | 2,240,000 | ||||||||
Repayment under contingency | 416,667 | ||||||||
Litigation cost | $ 227,750 | 227,750 | |||||||
Executive Officer Two [Member] | Officer [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Damages sought to be receivable | 2,051,083 | ||||||||
Executive Officer [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Repayment under contingency | $ 600,000 | $ 900,000 | |||||||
Number of shares acquired under litigation | shares | 1,000,000 | ||||||||
Stock option issued to employees | shares | 100,000 | ||||||||
Share-based compensation forfeiture rate | 50.00% | ||||||||
Other Defendants [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Damages sought to be receivable | $ 25,000 |
Selected Quarterly Financial 61
Selected Quarterly Financial Data (Unaudited) - Summary of Quarterly Results of Operations (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statement of Operations Data: | |||||||||||
Total operating loss | $ (5,183,000) | $ (5,777,000) | $ (5,045,000) | $ (8,507,000) | $ (9,663,000) | $ (5,779,000) | $ (4,592,000) | $ (4,620,000) | |||
Other income (expense), net | 182,000 | (99,000) | 1,000 | 1,000 | 11,000 | (1,000) | 47,000 | 95,000 | |||
Net income (loss) | (5,001,000) | (5,876,000) | (5,044,000) | (8,506,000) | (9,652,000) | (5,780,000) | (4,545,000) | (4,525,000) | $ (24,427,270) | $ (24,502,340) | $ (10,242,990) |
Net income (loss) applicable to common shareholders | $ (6,449,000) | $ (8,861,000) | $ (5,044,000) | $ (8,506,000) | $ (9,652,000) | $ (5,780,000) | $ (4,545,000) | $ (4,525,000) | $ (28,859,513) | $ (24,502,340) | $ (10,242,990) |
Basic and diluted income (loss) per common share | $ (0.02) | $ (0.04) | $ (0.02) | $ (0.04) | $ (0.05) | $ (0.03) | $ (0.02) | $ (0.02) | $ (0.12) | $ (0.13) | $ (0.06) |
Weighted average number of common shares outstanding- basic and diluted | 293,792,000 | 222,960,000 | 212,829,000 | 205,279,000 | 204,735,000 | 204,610,000 | 187,793,000 | 185,196,000 | 233,849,589 | 195,661,859 | 175,828,004 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Mar. 29, 2017USD ($) | Mar. 19, 2017USD ($) | Feb. 21, 2017USD ($) | Dec. 31, 2016$ / shares | Nov. 01, 2016$ / sharesshares | Dec. 31, 2015$ / shares | Jan. 31, 2014shares |
Subsequent Event [Line Items] | |||||||
Cash exercise price of warrants | $ / shares | $ 0.85 | ||||||
Preferred stock converted into shares | shares | 33,334 | ||||||
Preferred stock, par or stated value per share | $ / shares | $ 0.001 | $ 0.001 | |||||
2017 Financing [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument maturity period | 18 months | ||||||
Series C Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock converted into shares | shares | 8 | ||||||
Series D Preferred Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Preferred stock, par or stated value per share | $ / shares | $ 0.2862 | ||||||
Period till trigger event | 2 years | ||||||
Number of times of respective investment amount | 4 | ||||||
Conversion of stock, description | The Series D Preferred Stock shall be convertible at the option of the holders thereof into shares of the Company’s common stock based on a formula to achieve a one-for-one conversion ratio. | ||||||
Common stock conversion | One-for-one | ||||||
Preferred stock, voting rights | One (1) vote per share | ||||||
Common Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Number of stock issuable upon exercise of each warrant | shares | 1 | ||||||
Subsequent Event [Member] | 2017 Financing [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Financing held in escrow | $ 2,500,000 | ||||||
Related party transaction, rate | 8.00% | ||||||
Subsequent Event [Member] | 2017 Financing [Member] | Minimum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Due to Stockholders | $ 10,000,000 | ||||||
Subsequent Event [Member] | 2017 Financing [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Due to Stockholders | $ 20,000,000 | ||||||
Subsequent Event [Member] | Eric A. Wachter [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Promissory note issuance date | Feb. 21, 2017 | ||||||
Promissory note principal amount | $ 2,500,000 | ||||||
Interest rate | 6.00% | ||||||
Interest payments | Calculated on a 360-day basis | ||||||
Promissory note borrowed amount | $ 2,500,000 | ||||||
Debt instrument maturity date description | The Promissory Note matures on the earlier of (i) May 22, 2017, (ii) the date upon which the Company defaults under the Promissory Note or (iii) the date on which the Promissory Note is converted into New Securities (the earliest of such dates, the "Maturity Date"). | ||||||
Debt instrument fee | $ 25,000 | ||||||
Debt instrument waiver rights agreement description | Pursuant to a Waiver of Rights Agreement, Lender further agreed to waive his rights (A) to foreclose on the assets of the Company or (B) to initiate, or cause the initiation of, any proceeding in bankruptcy or the appointment of any custodian, trustee or liquidator of the Company or of all or a portion of the Company’s assets in the event of default under the Promissory Note so long as (i) any shares of Series C Preferred Stock of the Company issued pursuant to the Rights Offering commenced by the Company on January 30, 2017 remain outstanding (other than such shares of Series C Preferred Stock held by Lender) and (ii) a change in control of the Company has not occurred, which is any transaction that results in either (a) the shareholders of the Company not continuing to hold at least 50% of the voting interest in the Company after such transaction or (b) the directors of the Company serving on the board of directors as of February 21, 2017 no longer represent a majority of the outstanding board members. | ||||||
Shareholders voting interest percentage after transaction | 50.00% | ||||||
Subsequent Event [Member] | Eric A. Wachter [Member] | Research and Development Expenses [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Promissory note borrowed amount allocation percentage | 60.00% | ||||||
Subsequent Event [Member] | Eric A. Wachter [Member] | General and Administrative Expenses [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Promissory note borrowed amount allocation percentage | 40.00% |