Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 04, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | PVCT | |
Entity Registrant Name | PROVECTUS BIOPHARMACEUTICALS, INC. | |
Entity Central Index Key | 315,545 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 370,354,643 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 436,952 | $ 1,165,738 |
Short-term receivable - settlement | 200,000 | 300,000 |
Other current assets | 250,515 | 360,562 |
Total Current Assets | 887,467 | 1,826,300 |
Equipment and furnishings, less accumulated depreciation of $466,772 and $464,140, respectively | 69,402 | 72,033 |
Patents, net of accumulated amortization of $9,641,758 and $9,473,978, respectively | 2,073,687 | 2,241,467 |
Long-term receivable - reimbursable legal fees, net of reserve for uncollectibility of $455,500 | 455,500 | 455,500 |
Long-term receivable - settlement, net of discount and reserve for uncollectibility of $1,549,043 | 1,024,345 | 1,015,710 |
Total Assets | 4,510,401 | 5,611,010 |
Current Liabilities: | ||
Accounts payable - trade | 2,770,860 | 1,919,870 |
Other accrued expenses | 159,855 | 221,956 |
Convertible note payable - related party | 2,500,000 | |
Total Liabilities | 5,430,715 | 2,141,826 |
Commitments and contingencies | ||
Stockholders' (Deficiency) Equity: | ||
Preferred stock; par value $0.001 per share; 25,000,000 shares authorized; Series B Convertible Preferred Stock; 240,000 shares designated; 100 and 8,600 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively; aggregate liquidation preference of $3,500 and $301,000 at March 31, 2017 and December 31, 2016, respectively | 9 | |
Common stock; par value $0.001 per share; 1,000,000,000 shares authorized; 370,354,643 and 364,773,297 shares issued and outstanding, respectively | 370,355 | 364,773 |
Additional paid-in capital | 208,322,249 | 208,327,822 |
Accumulated deficit | (209,612,918) | (205,223,420) |
Total Stockholder's (Deficiency) Equity | (920,314) | 3,469,184 |
Total Liabilities and Stockholders' (Deficiency) Equity | $ 4,510,401 | $ 5,611,010 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Accumulated depreciation on equipment and furnishings | $ 466,772 | $ 464,140 |
Accumulated amortization on patents | $ 9,641,758 | $ 9,473,978 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 100 | 8,600 |
Preferred stock, shares outstanding | 100 | 8,600 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 370,354,643 | 364,773,297 |
Common stock, shares outstanding | 370,354,643 | 364,773,297 |
Reimbursable legal fees, reserve for uncollectibility | $ 455,500 | $ 455,500 |
Settlement, discount and reserve for uncollectibility | 1,549,043 | 1,549,043 |
Series Convertible Preferred Stock [Member] | ||
Aggregate liquidation preference | $ 3,500 | $ 301,000 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares issued | 240,000 | 240,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating Expenses | ||
Research and development | $ 1,853,573 | $ 2,407,984 |
General and administrative | 2,544,600 | 6,099,232 |
Total Operating Loss | (4,398,173) | (8,507,216) |
Investment income | 8,675 | 913 |
Net Loss | (4,389,498) | (8,506,303) |
Dividend paid-in kind to preferred shareholders | (14,007) | |
Net Loss Applicable to Common Shareholders | $ (4,403,505) | $ (8,506,303) |
Basic and Diluted Loss Per Common Share | $ (0.01) | $ (0.04) |
Weighted Average Number of Common Shares Outstanding - Basic and Diluted | 365,207,402 | 205,278,509 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows From Operating Activities | ||
Net loss | $ (4,389,498) | $ (8,506,303) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 2,631 | 3,496 |
Amortization of patents | 167,780 | 167,780 |
Warrant incentive expense | 2,718,407 | |
Issuance of stock for services | 20,163 | |
Settlement receivable | 91,365 | 127,446 |
Other current assets | 110,047 | (295,699) |
Accounts payable - trade | 850,990 | (489,304) |
Accrued settlement expense | (1,850,000) | |
Other accrued expenses | (62,101) | 51,069 |
Net Cash Used In Operating Activities | (3,228,786) | (8,052,945) |
Cash Flows From Financing Activities | ||
Net proceeds from the issuance of common stock and warrants pursuant to warrant exchange offer | 3,635,040 | |
Proceeds from issuance of convertible note payable - related party | 2,500,000 | |
Net Cash Provided By Financing Activities | 2,500,000 | 3,635,040 |
Net Change In Cash and Cash Equivalents | (728,786) | (4,417,905) |
Cash and Cash Equivalents, Beginning of Period | 1,165,738 | 14,178,902 |
Cash and Cash Equivalents, End of Period | 436,952 | 9,760,997 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Taxes | 0 | $ 0 |
Non-cash investing and financing activities: | ||
Conversion of preferred stock into common stock | 5,582 | |
Issuance in-kind of preferred stock dividends | $ 14,007 |
Business Organization, Nature o
Business Organization, Nature of Operations and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization, Nature of Operations and Basis of Presentation | 1. Business Organization, Nature of Operations and Basis of Presentation 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 The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information pursuant to Regulation S-X. 10-K |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 3 Months Ended |
Mar. 31, 2017 | |
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 $436,952 at March 31, 2017, compared with $1,165,738 at December 31, 2016. The Company continues to incur significant operating losses and management expects that significant on-going operating develop PV-10 and Term Sheet for 2017 Financing On March 23, 2017, the Company entered into an exclusive Definitive Financing Commitment Term Sheet with a group of the Company’s stockholders (the “PRH Group”), which was amended and restated effective as of March 19, 2017 (the “Term Sheet”), which sets forth the terms on which the PRH Group 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 was funded into Escrow (as defined below) upon the execution of definitive documents, and the $2,500,000 Wachter Note (as defined below) was exchanged for a PRH 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 PRH Group or other investors in the 2017 Financing (the “Investors”). The Loan will be evidenced by secured convertible promissory notes (individually a “PRH Note” and collectively, the “PRH Notes”) from the Company to the PRH Group or the Investors. In addition to the customary provisions, the PRH 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 PRH Note will be accelerated and all amounts due under the PRH 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 PRH 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 conversion an as-converted basis, Subsequent to March 31, 2017, the Company received an aggregate of $3,000,000 in the form of secured convertible loans in connection with the First Tranche and Second Tranche, as described in the Term Sheet. See Note 7 – Subsequent Events. The Company plans to access capital resources through possible public or private equity offerings, including the 2017 Financing, 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 and PH-10, through potential co-development and NYSE Delisting 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. 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 April 21, 2017, the NYSE MKT filed a Form 25 with the SEC, notifying the SEC of the NYSE MKT’s intention to remove the Company’s shares of common stock and Listed Warrants from listing and registration on the NYSE MKT effective May 1, 2017, pursuant to the provisions of Rule 12d2-2(b) |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. Significant Accounting Policies The Company’s significant accounting policies are disclosed in Note 3 – Significant Accounting Policies in the Company’s Annual Report on Form 10-K Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-03, In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock In October 2016, the FASB issued ASU No. 2016-17, 2016-17”). 2016-17 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 4. Related Party Transactions Convertible Promissory Note On February 21, 2017, the Company issued a 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 “Wachter Note”). Interest accrues on the outstanding balance of the Wachter Note at six percent (6%) per annum calculated on a 360-day basis. Pursuant to the terms of the Wachter Note, in the event that, prior to the repayment in full of the Wachter 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 Wachter Note (a “Qualified Equity Financing”), then such amount of the outstanding principal due under the Wachter 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 Wachter 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 Wachter Note matures on the earlier of (i) May 22, 2017, (ii) the date upon which the Company defaults under the Wachter Note or (iii) the date on which the Wachter 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 Wachter Note to Lender’s obligations under that certain Settlement Agreement dated June 6, 2014 by and between Lender and the Company. As of March 31, 2017, the Company has borrowed the entire $2,500,000 principal amount under the Wachter Note. The Company evaluated the terms of the Wachter Note and determined that since the conversion price is not yet fixed and will be based upon the price per New Security issued upon the completion of a future Qualified Equity Financing, that the measurement of a beneficial conversion feature cannot be completed. The Wachter Note was amended and restated on April 3, 2017. See Note 7 – Subsequent Events. Further, under the Wachter 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 Wachter Note. As of March 31, 2017, the Company has not paid any of Lender’s legal expenses. The Company may prepay principal and interest under the Wachter 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 Wachter 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. |
Stockholders' Deficiency
Stockholders' Deficiency | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Deficiency | 5. Stockholders’ Deficiency Termination of Rights Offering On October 5, 2016, the Company filed a registration statement on Form S-1 with Conversion of Series B Preferred Stock During the three months ended March 31, 2017, holders converted 8,500 shares of Series B Preferred Stock into 3,986,676 shares of common stock such that they were entitled to dividends, including a make-whole payment, that the Company elected to pay in shares of common stock. As a result, the Company issued 1,594,670 shares of common stock related to the Series B Preferred Stock dividends during the three months ended March 31, 2017. The Company recorded aggregate dividends paid in kind of $14,007 during the three months ended March 31, 2017. |
Litigation
Litigation | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation | 6. 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 to the after-tax net 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. As of March 31, 2017 and December 31, 2016, the net amount of the receivable of $455,500 is reported as non-current assets 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. The remaining balance due the Company as of March 31, 2017 is $1,224,345, 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) 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 “for cause”, 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) 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. Mr. Culpepper disputes that he was terminated “for cause” and thus disputes that he owes the full $2,051,083 repayment amount under the Settlement. Dees Collection Lawsuit 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, Virginia Godfrey (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. Dr. Dees has failed to make such payment, and the Company has notified him that he is in default and demanded payment in full. The Company has established a reserve of $2,267,750 as of March 31, 2017 and December 31, 2016, which amount represents the amount the Company currently believes Dr. Dees owes to the Company, while the Company pursues collection of this amount. 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 the Defendants on July 20, 2016; however, the Company cannot predict when these shares will be recovered by the Company. The Court recently 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. On March 15, 2017, the Court granted Ms. Godfrey’s motion to set aside the default judgment against her and set a deadline of March 30, 2017 for Ms. Godfrey to file an answer to the Company’s complaint. Ms. Godfrey filed her answer on March 28, 2017 demanding that the complaint against her be dismissed. The Court held a hearing on April 26, 2017 to determine damages with respect to the motion for default judgment against Dr. Dees. The Court requested additional briefing on damages. The Company’s brief is due on May 26, 2017. 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. 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 Kleba Settlement Agreement (see Note 11 to the financial statements), such that the total $2,240,000 owed by Mr. Culpepper pursuant to the Kleba 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 March 31, 2017 and 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. 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 June 28, 2017. Concurrently, the Company is seeking from Mr. Culpepper immediate payment of amounts due under the Kleba Settlement Agreement as noted above. 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 documentation submit back-up documentation 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 7. Subsequent Events The Company has evaluated subsequent events through the date of the filing of these financial statements. First Tranche of 2017 Financing In connection with the funding of the First Tranche of the 2017 Financing, as described in the Term Sheet, on April 3, 2017, the Company entered into a PRH Note with Cal Enterprises LLC, a Nevada limited liability company, an affiliate of Dominic Rodrigues, a director of the Company (the “Rodrigues Note”), in the principal amount of up to $2.5 million. In addition, the Wachter Note was amended and restated in order to modify the terms of the Wachter Note to mirror the PRH Notes. See Note 2 – Liquidity and Financial Condition for terms of the PRH Notes. On April 3, 2017, the Company received $500,000 under the Rodrigues Note. Second Tranche of 2017 Financing In connection with the funding of the Second Tranche of the 2017 Financing, as described in the Term Sheet, on April 20, 2017, the Company entered into a PRH Note with an accredited investor (the “Second Tranche Note”), in the principal amount of up to $2.5 million. See Note 2 – Liquidity and Financial Condition for terms of the PRH Note. As of May 1, 2017, the Company had received the entire $2,500,000 under the Second Tranche Note. Director Resignations and Appointments On April 3, 2017, each of Alfred E. Smith, IV, Timothy C. Scott and Kelly M. McMasters, MD notified the Company of their decision to resign from the Board effective immediately, and in connection therewith, the Board reduced the size of the Board to four directors. On April 3, 2017, the Board appointed each of Dominic Rodrigues and Bruce Horowitz to the Board to fill two vacancies. NYSE Delisting See Note 2 - Liquidity and Financial Condition – NYSE Delisting for details. |
Significant Accounting Polici13
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-03, In March 2016, the FASB issued ASU No. 2016-09, “Compensation-Stock In October 2016, the FASB issued ASU No. 2016-17, 2016-17”). 2016-17 |
Liquidity and Financial Condi14
Liquidity and Financial Condition - Additional Information (Detail) | Apr. 01, 2017USD ($) | Mar. 23, 2017USD ($) | Mar. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / shares | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Cash and Cash Equivalents [Line Items] | ||||||
Cash and cash equivalents | $ 436,952 | $ 1,165,738 | $ 9,760,997 | $ 14,178,902 | ||
Preferred stock, par or stated value per share | $ / shares | $ 0.001 | $ 0.001 | ||||
Required Stockholders' equity continued listing standards | $ 6,000,000 | |||||
Stockholders' equity | $ (920,314) | $ 3,469,184 | ||||
Subsequent Event [Member] | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Secured convertible loans | $ 3,000,000 | |||||
2017 Financing [Member] | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Financing held in escrow | $ 2,500,000 | |||||
Related party transaction, rate | 8.00% | |||||
Debt instrument maturity period | 18 months | |||||
Eric A. Wachter [Member] | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Convertible promissory note issued | $ 2,500,000 | |||||
Series D Preferred Stock [Member] | ||||||
Cash and Cash Equivalents [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 conversionratio. | |||||
Common stock conversion | One-for-one | |||||
Preferred stock, voting rights | One (1) vote per share | |||||
Minimum [Member] | 2017 Financing [Member] | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Due to Stockholders | 10,000,000 | |||||
Maximum [Member] | 2017 Financing [Member] | ||||||
Cash and Cash Equivalents [Line Items] | ||||||
Due to Stockholders | $ 20,000,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Eric A. Wachter [Member] - USD ($) | Feb. 21, 2017 | Mar. 31, 2017 |
Related Party Transaction [Line Items] | ||
Promissory note issuance date | Feb. 21, 2017 | |
Interest rate | 6.00% | |
Interest payments | Calculated on a 360-day basis | |
Maximum principal amount borrowed | $ 2,500,000 | |
Debt instrument fee | $ 25,000 | $ 0 |
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% | |
Maximum [Member] | Promissory Note [Member] | ||
Related Party Transaction [Line Items] | ||
Convertible promissory note issued | $ 2,500,000 |
Stockholders' Deficiency - Addi
Stockholders' Deficiency - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Nov. 01, 2016 | |
Class of Stock [Line Items] | ||
Cash exercise price of warrants | $ 0.85 | |
Common stock issued for preferred stock, shares | 1,594,670 | |
Preferred stock dividends paid in kind | $ 14,007 | |
Conversion of preferred stock to common stock | 3,986,676 | |
Series C Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock converted into shares | 8 | |
Series B Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Convertible preferred stock and preferred stock dividends | 8,500 | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Number of stock issuable upon exercise of each warrant | 1 |
Litigation - Additional Informa
Litigation - Additional Information (Detail) | Dec. 27, 2016USD ($) | Nov. 17, 2016USD ($) | May 05, 2016USD ($)shares | Oct. 03, 2014shares | Jul. 24, 2014USD ($) | Jun. 06, 2014USD ($)shares | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Apr. 30, 2013USD ($) |
Loss Contingencies [Line Items] | ||||||||||
Reserve for litigation | $ 100,000 | |||||||||
Damages sought to be receivable | $ 2,240,000 | $ 2,240,000 | ||||||||
Estimated bonus percentage | 70.00% | |||||||||
Future payment ratio of contingent consideration | 2 | |||||||||
Repayment under contingency | $ 1,120,000 | |||||||||
Reimbursement cost percentage | 25.00% | |||||||||
Attorney's fees and reimbursement of expenses | $ 911,000 | |||||||||
Long-term receivable | $ 455,500 | $ 455,500 | ||||||||
Stock options | shares | 2,800,000 | |||||||||
Litigation settlement, remaining balance due | 1,224,345 | |||||||||
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. | |||||||||
Collection Lawsuit [Member] | ||||||||||
Loss Contingencies [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 | shares | 1,000,000 | |||||||||
Collection Lawsuit [Member] | Maximum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Amount of damages awarded | $ 5,000,000 | |||||||||
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 | |||||||||
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 | 2,051,083 | ||||||||
Damages sought to be receivable | 2,240,000 | |||||||||
Repayment under contingency | 416,667 | |||||||||
Litigation cost | 227,750 | 227,750 | ||||||||
Travel expense reimbursements and advances without receipt | 294,255 | |||||||||
Severance payments owed | $ 0 | |||||||||
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 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) | May 01, 2017 | Apr. 03, 2017 | Apr. 20, 2017 |
Cal Enterprises LLC [Member] | First Tranche of 2017 Financing [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Promissory note principal amount | $ 2,500,000 | ||
Cal Enterprises LLC [Member] | Second Tranche of 2017 Financing [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Promissory note principal amount | $ 2,500,000 | ||
Rodrigues Note [Member] | First Tranche of 2017 Financing [Member] | |||
Subsequent Event [Line Items] | |||
Borrowing request | $ 500,000 | ||
Rodrigues Note [Member] | Second Tranche of 2017 Financing [Member] | |||
Subsequent Event [Line Items] | |||
Borrowing request | $ 2,500,000 |