Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 07, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'VBI VACCINES INC. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 19,728,127 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0000704159 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Assets | ' | ' |
Cash | $7,032,226 | $6,728,680 |
Receivable from clearing organization | 457,011 | 445,113 |
Notes and other receivables, net of allowances for doubtful accounts of $901,541 and $901,541 | 2,119,248 | 1,778,936 |
Trading and investment securities owned, at fair value | 3,846,988 | 4,908,753 |
Underwriter warrants, at fair value | 1,908,000 | 5,276,000 |
Prepaid and deferred expenses | 638,303 | 472,016 |
Restructuring charges and other assets | 730,549 | 78,467 |
Furniture and equipment, at cost, net of accumulated depreciation and amortization of $84,989 and $66,041 | 100,278 | 111,180 |
Total Assets | 16,832,603 | 19,799,145 |
Liabilities and Shareholders' Equity | ' | ' |
Accounts payable and accrued liabilities | 945,333 | 540,771 |
Payable to clearing organization | 1,655 | ' |
Compensation, employee benefits and payroll taxes | 565,367 | 363,665 |
Underwriter warrants payable to employees, at fair value | 581,000 | 3,641,035 |
Notes payable | 725,507 | 700,000 |
Advances from related parties | 1,521,781 | 1,521,781 |
Total Liabilities | 4,340,643 | 6,767,252 |
Commitments and Contingencies | ' | ' |
Shareholders' Equity | ' | ' |
Preferred stock, $0.0001 par value; 30,000,000 shares authorized; none issued | ' | ' |
Common stock, $0.0001 par value; 90,000,000 shares authorized; shares issued and outstanding: 1,501,097 and 1,161,097 | 3,654,416 | 2,338,216 |
Retained earnings | 7,138,307 | 9,130,287 |
Total Shareholders' Equity | 10,792,723 | 11,468,503 |
Non-controlling interest in consolidated entities | 1,699,237 | 1,563,390 |
Total Equity | 12,491,960 | 13,031,893 |
Total Liabilities and Shareholders' Equity | $16,832,603 | $19,799,145 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Allowances for doubtful accounts (in Dollars) | $901,541 | $901,541 |
Accumulated depreciation and amortization (in Dollars) | $84,989 | $66,041 |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 1,501,097 | 1,161,097 |
Common stock, shares outstanding | 1,501,097 | 1,161,097 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenues | ' | ' | ' | ' |
Commissions | $1,504,555 | $436,235 | $3,240,242 | $634,306 |
Corporate Finance | 682,563 | 262,924 | 991,028 | 351,115 |
Investment loss | -366,819 | -1,743,047 | -352,155 | -1,018,701 |
Trading income (loss) | -493,715 | 117,036 | -2,045,241 | 305,778 |
Interest and dividends | 8,389 | 8,086 | 17,320 | 14,535 |
Loss on asset disposition | ' | -9,256 | ' | -9,256 |
Gain on sale of life insurance policy | 2,100,313 | ' | 2,100,313 | ' |
Other | 8,750 | 24,137 | 8,750 | 69,018 |
3,444,036 | -903,885 | 3,960,257 | 346,795 | |
Expenses | ' | ' | ' | ' |
Commissions and salaries | 1,901,551 | 915,124 | 4,693,170 | 1,517,319 |
Underwriter warrant commissions | 581,000 | ' | -533,198 | ' |
Underwriting expenses | 28,374 | 46,536 | 45,660 | 68,869 |
Clearing expenses | 27,125 | 18,320 | 51,460 | 37,274 |
Rent and utilities | 87,064 | 78,830 | 181,375 | 129,786 |
Communication and quotation services | 25,788 | 31,284 | 55,454 | 56,626 |
Professional fees | 301,177 | 277,702 | 690,747 | 612,781 |
Travel and entertainment | 27,852 | 8,371 | 61,358 | 21,459 |
Settlement expense | ' | ' | -20,000 | 156,000 |
Bad debt expense | ' | 24,089 | 600 | 24,089 |
Depreciation and amortization | 9,606 | 2,694 | 18,948 | 3,437 |
Licenses, taxes and insurance | 114,348 | 173,248 | 289,817 | 356,717 |
Interest | 8,739 | 6,165 | 26,357 | 21,781 |
Other | 98,712 | 90,298 | 246,143 | 157,594 |
3,211,336 | 1,672,661 | 5,807,891 | 3,163,732 | |
Income (loss) before income taxes | 232,700 | -2,576,546 | -1,847,634 | -2,816,937 |
Income tax expense: | ' | ' | ' | ' |
Current | 0 | 0 | 8,500 | 0 |
Deferred | 0 | 0 | 0 | 0 |
0 | 0 | 8,500 | 0 | |
Net income (loss) | 232,700 | -2,576,546 | -1,856,134 | -2,816,937 |
Income (loss) attributable to non-controlling interests | -45,158 | -2,173 | 135,846 | -2,173 |
Net income (loss) attributable to VBI Vaccines, Inc. (formerly Paulson Capital (Delaware) Corp.) common stockholders | $277,858 | ($2,574,373) | ($1,991,980) | ($2,814,764) |
Basic net income (loss) per share (in Dollars per share) | $0.19 | ($2.23) | ($1.45) | ($2.44) |
Diluted net income (loss) per share (in Dollars per share) | $0.06 | ($2.23) | ($1.45) | ($2.44) |
Shares used in per share calculations: | ' | ' | ' | ' |
Basic net income (loss) per share (in Shares) | 1,497,141 | 1,153,397 | 1,377,826 | 1,153,397 |
Diluted net income (loss) per share (in Shares) | 4,860,544 | 1,153,397 | 1,377,826 | 1,153,397 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net loss | ($1,856,134) | ($2,816,937) |
Adjustments to reconcile net loss to net cash flows provided by operating activities: | ' | ' |
Receipt of underwriter warrants | -309,000 | -141,000 |
Underwriter warrants owed to employees | -533,198 | ' |
Unrealized depreciation/expiration of underwriter warrants | 1,150,163 | 552,000 |
Stock-based compensation | 1,066,200 | ' |
Depreciation and amortization | 18,948 | 3,437 |
Bad debt expense | 600 | 24,089 |
Loss on asset disposition | ' | 9,256 |
Change in assets and liabilities: | ' | ' |
Receivables from/payable to clearing organization, net | -11,898 | 1,487,933 |
Notes and other receivables | -340,912 | -1,221,911 |
Income taxes receivable | ' | 7,000 |
Trading and investment securities owned | 1,061,765 | 588,214 |
Prepaid and deferred expenses | -166,287 | -47,340 |
Restructuring charges and other assets | -652,082 | ' |
Deferred revenue | ' | -59,523 |
Accounts payable, accrued liabilities and compensation payables | 631,771 | 223,546 |
Trading securities sold, not yet purchased | 1,655 | ' |
Net cash provided by (used in) operating activities | 61,591 | -1,391,236 |
Cash flows from investing activities: | ' | ' |
Additions to furniture and equipment | -8,045 | -76,437 |
Net cash used in investing activities | -8,045 | -76,437 |
Cash flows from financing activities: | ' | ' |
Proceeds from related party advance | ' | 1,500,000 |
Proceeds from issuance of preferred stock in consolidated entity | ' | 1,500,000 |
Proceeds from issuance of common stock | 250,000 | ' |
Net cash provided by financing activities | 250,000 | 3,000,000 |
Increase in cash | 303,546 | 1,532,327 |
Cash: | ' | ' |
Beginning of period | 6,728,680 | 337,136 |
End of period | 7,032,226 | 1,869,463 |
Supplemental cash flow information: | ' | ' |
Cash (paid) received during the period for income taxes, net | -8,500 | 7,000 |
Disbursement of underwriter warrants to employees | $2,526,837 | ' |
Note_1_Basis_of_Presentation
Note 1 - Basis of Presentation | 6 Months Ended | ||
Jun. 30, 2014 | |||
Disclosure Text Block [Abstract] | ' | ||
Basis of Presentation and Significant Accounting Policies [Text Block] | ' | ||
Note 1. Basis of Presentation | |||
The Merger | |||
On May 8, 2014, the Company, Variation Biotechnologies (US), Inc., a Delaware corporation (“VBI”), and VBI Acquisition Corp., a special purpose wholly owned subsidiary of the Company (the “Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the satisfaction or waiver of certain conditions, the Merger Sub would merge with and into VBI, with VBI surviving as a wholly owned subsidiary of the Company (the “Merger”). | |||
On July 25, 2014, VBI completed the Merger with Merger Sub and the Company changed its name to VBI Vaccines Inc. (“VBI Vaccines”). The Merger Agreement and the transactions contemplated thereby were approved by the Company’s Board of Directors (the “Board”) on May 1, 2014 and by the Company’s shareholders at a special meeting of shareholders held on July 14, 2014 (the “Special Meeting”). Beginning July 29, 2014, its stock began trading on The NASDAQ Capital Market under the symbol VBIV following the consummation of a 1-for-5 reverse split. | |||
At the effective time of the Merger, and as a result of the Merger: | |||
• | each share of VBI’s common stock and preferred stock was cancelled and converted into the right to receive .2452 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) , which resulted in 8,554,535 shares of Common Stock being issued to the former holders of VBI’s common stock and preferred stock; and | ||
• | each outstanding option to purchase a share of VBI’s common stock, whether vested or unvested, and so long as such option had not, prior to the effective time of the Merger, been exercised, cancelled or terminated nor expired, is deemed to constitute an option to purchase, on the same terms and conditions, a number of shares of Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of VBI’s common stock or preferred stock subject to such option multiplied by (ii) the “Exchange Ratio” (defined below), at an exercise price per share of Common Stock equal to the quotient of (i) the exercise price per share of the Company’s Common Stock and Preferred Stock (rounded up to the nearest cent) subject to such option divided by (ii) the Exchange Ratio. The “Exchange Ratio” means .2452 shares of the Common Stock per one share of VBI’s common stock and preferred stock. | ||
Immediately prior to the effective time of the Merger, all outstanding convertible debt securities issued by VBI were converted into capital stock of VBI so that, at the effective time of the Merger, VBI had no convertible notes or other indebtedness outstanding. | |||
At the effective time of the Merger, the shareholders of VBI received shares of Common Stock which, together with options to purchase shares of VBI common stock that were converted into options to purchase shares of Common Stock represented approximately 41.5% of the shares of Common Stock on a fully diluted basis after the Merger. | |||
Immediately following the effective time of the Merger, the Company issued 480,000 shares of Common Stock to Evolution Venture Partners, LLC as compensation for advisory services rendered to VBI; 120,000 shares of Common Stock to Middlebury Securities, LLC as compensation for placement agency services rendered to VBI; 341,731 shares of Common Stock to Palladium Capital Advisors, LLC as compensation for placement agency services rendered to VBI; and 1,068,502 shares of Common Stock to Bezalel Partners, LLC as compensation for consulting services rendered to VBI. | |||
The shares of Common Stock issued in connection with the Merger will not be transferable except (i) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) upon receipt by the Company of a written opinion of counsel for the holder reasonably satisfactory to the Company to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and applicable state securities laws. | |||
Following the Merger, upon the written request of the former VBI shareholders who hold at least 25% of the shares of the Company’s Common Stock after the Merger, the Company will be required to file with the Securities and Exchange Commission (the “SEC”), and thereafter to use its commercially reasonable efforts, to have declared effective as soon as practicable and in any event within 90 days after the initial filing thereof with the SEC, a registration statement under the Securities Act covering the resale of the common stock owned by such shareholders. | |||
Restructuring of Paulson Investment Company, Inc. | |||
As a condition to the Merger, the Company restructured the portion of its business involving the broker-dealer license held by its subsidiary, Paulson Investment Company, Inc. (“PIC”). As a result of the restructuring, the Company’s ownership interest in PIC was reduced to a negligible amount through the issuance of equity securities of PIC, as described below. | |||
At the effective time of the Merger, an irrevocable liquidating trust, The Paulson Liquidating Trust (the “Trust”) was created and the holders of record of Common Stock as of the record date for the Company’s 2013 Annual Meeting of Shareholders (the “2013 Record Date”) (such stockholders are referred to as the “Legacy Shareholders”) were given non-transferable beneficial interests in the Trust in proportion to their pro rata ownership interest in the Common Stock as of the 2013 Record Date. The majority of the assets currently held by PIC, which are non-operating assets primarily consisting of underwriter warrants, trading and investment securities, and cash and accounts receivables (the “Trust Assets”), collectively valued at approximately $9.8 million at June 30, 2014, were transferred to the Trust at the effective time of the Merger. It is expected that the Trust Assets will be liquidated and distributed to the Legacy Shareholders over the next two to three years. | |||
Concurrently with the transfer of the Trust Assets to the Trust, PIC was converted from a corporation to a limited liability company under the laws of the State of Oregon (the resulting entity is referred to as the “Converted Entity”). Immediately upon conversion of PIC to a limited liability company at the effective time of the Merger, the series of transactions described below occurred: | |||
• | River Integrity Investments, LLC (“River Integrity”), which held a promissory note issued by PIC on January 14, 2013, as amended and restated on April 9, 2014, in the principal amount of $1.5 million, converted all outstanding principal and interest under its promissory note into a 35% membership interest in the Converted Entity. | ||
• | River Integrity, which, in addition to the promissory note described above, held 215,438 shares of Series B Preferred Stock of PIC that were purchased on June 26, 2013 for $1.5 million, exchanged all of its shares of Series B Preferred Stock of PIC for a 12.5% membership interest in the Converted Entity. | ||
• | DTA Investments LLC, which held a promissory note issued by PIC on September 30, 2013, as amended and restated on April 10, 2014, in the principal amount of $700,000, converted all outstanding principal under its promissory note into an 11.6% membership interest in the Converted Entity. | ||
• | Christopher Clark, Robert Setteducati and Thomas Parigian, members of the management team of PIC, were each issued a 13.63% membership interest in PIC in return for services performed for PIC. | ||
As a result of the transactions described above, the ownership interest of the Company in PIC was diluted to a 0.01% membership interest in the Converted Entity. | |||
Concurrent with the closing of the Merger, VBI Vaccines completed two private placements of equity securities with gross proceeds of approximately $16,250,000 from VBI’s existing biotech venture capital fund investors and other institutional investors. In addition to participating in the private placement, Perceptive Advisors also entered into a credit agreement with the Company for a secured debt facility up to $6,000,000, half of which may be drawn down immediately. | |||
The financial information for Paulson Capital (Delaware) Corp. and its majority-owned subsidiary, Paulson Investment Company, Inc., and its wholly owned subsidiary, VBI Acquisition Corp. (collectively sometimes referred to as the “Company”) included herein as of June 30, 2014 and December 31, 2013 and for the three- and six-month periods ended June 30, 2014 and 2013 is unaudited and does not include the financial information of VBI or the results of the completion of the Merger or the related private placements; however, such information reflects all adjustments, consisting only of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of December 31, 2013 is derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013. The interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. |
Note_2_Change_of_State_of_Inco
Note 2 - Change of State of Incorporation and Articles of Incorporation | 6 Months Ended |
Jun. 30, 2014 | |
Changeof Stateof Incorporationand Articlesof Incorporation [Abstract] | ' |
Changeof Stateof Incorporationand Articlesof Incorporation [Text Block] | ' |
Note 2. Change of State of Incorporation and Articles of Incorporation | |
Effective March 20, 2014 (the “Effective Date”), the Company changed its state of incorporation from the State of Oregon to the State of Delaware. The Reincorporation was pursuant to an Agreement and Plan of Merger dated March 20, 2014 approved by shareholders at the 2013 Annual Meeting held on November 8, 2013 (the "Plan"). Under the Plan, each issued and outstanding share of common stock, no par value, of the predecessor entity, Paulson Capital Corp. (“Paulson Oregon”) was automatically converted into one share of Paulson Capital (Delaware) Corp. (“Paulson Delaware”), a Delaware corporation, common stock, $0.0001 par value. Each share of Paulson Oregon’s preferred stock, no par value, issued and outstanding was automatically converted into one share of Paulson Delaware’s preferred stock, $0.0001 par value. Any options, warrants, or other securities of Paulson Oregon shall be enforced against Paulson Delaware to the same extent as if such options, warrants or other securities had been issued by Paulson Delaware. As a result of the Reincorporation, the Company became Paulson Delaware, its name was changed to “Paulson Capital (Delaware) Corp.” and Paulson Oregon no longer exists. The directors and officers of Paulson Oregon continue to be the directors and officers of Paulson Delaware, and Paulson Delaware continues to operate the business of Paulson Oregon as it existed immediately prior to the Reincorporation. | |
Prior to the Effective Date, the rights of Paulson Oregon’s shareholders were governed by the Oregon Business Corporation Act (the “OBCA”), Paulson Oregon’s Articles of Incorporation and its Amended and Restated Bylaws. As a result of the Reincorporation, holders of Paulson Oregon’s common stock and preferred stock are now holders of the Common Stock and the Preferred Stock, respectively, and their rights as shareholders are now governed by the Delaware General Corporation Law and the following documents: (i) Paulson Delaware’s Certificate of Incorporation (the “Certificate of Incorporation”); (ii) Paulson Delaware’s Bylaws (the “Bylaws”); and (iii) Paulson Delaware’s Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”). | |
In accordance with Rule 12g-3 of the Securities and Exchange Act of 1934, the shares of Common Stock of Paulson Delaware were deemed to be registered under Section 12(b) of the Exchange Act as the successor to Paulson Oregon. The Common Stock continues to be listed on The NASDAQ Capital Market, and effective July 29, 2014, the ticker symbol changed from “PLCC” to “VBIV.” |
Note_3_Dissolution_of_Subsidia
Note 3 - Dissolution of Subsidiary | 6 Months Ended |
Jun. 30, 2014 | |
Dissolution Of Subsidiary [Abstract] | ' |
Dissolution Of Subsidiary [Text Block] | ' |
Note 3. Dissolution of Subsidiary | |
The Company’s former wholly owned subsidiary, Paulson Capital Properties, LLC, was dissolved effective May 14, 2014. The subsidiary was established for the purpose of purchasing, improving and remarketing underappreciated real estate. From inception through the date of dissolution, no real estate had been purchased. |
Note_4_Earnings_Per_Share
Note 4 - Earnings Per Share | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share [Text Block] | ' | ||||||||||||||||
Note 4. Earnings Per Share | |||||||||||||||||
We computed basic earnings per common share using net income (loss) available to common stockholders and the weighted average number of common shares outstanding during the period. We computed diluted earnings per common share using net income available to common stockholders and the weighted average number of common shares outstanding plus potentially dilutive common shares outstanding during the period. | |||||||||||||||||
Potentially dilutive common shares from employee incentive plans are determined by applying the treasury stock method to the assumed exercise of outstanding stock options. Potentially dilutive common shares are determined by applying the if-converted method. | |||||||||||||||||
In the three-month period ended June 30, 2014 we included 3,347,209 contingently issuable common shares in the calculation of diluted earnings per common share that were held in escrow pending the results of our July 14, 2014 Special Meeting of Shareholders and subsequent closing of a financing transaction. The contingently issuable common shares are described below in Note 10 where the Company will issue the investors a Unit consisting of (i) shares of Common Stock; (ii) shares of Series A Preferred Stock; (iii) a Class A Warrant; and (iv) a Class B Warrant. For the six-month period ended June 30, 2014, the contingently issuable shares were antidilutive due to net loss. | |||||||||||||||||
Following is a reconciliation of our shares used for our basic net income (loss) per share and our diluted net income (loss) per share: | |||||||||||||||||
For the Three Months Ended June 30, | For the Six Months ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Shares used for basic net income (loss) per share | 1,497,141 | 1,153,397 | 1,377,826 | 1,153,397 | |||||||||||||
Effect of dilutive stock options | 16,194 | - | - | - | |||||||||||||
Effect of contingently issuable common shares | 3,347,209 | - | - | - | |||||||||||||
Shares used for diluted net income (loss) per share | 4,860,544 | 1,153,397 | 1,377,826 | 1,153,397 | |||||||||||||
Stock options not included in diluted net income (loss) per share because their effect would have been anti-dilutive | 32,000 | 42,700 | 32,000 | 42,700 | |||||||||||||
Note_5_Fair_Value_Measurements
Note 5 - Fair Value Measurements | 6 Months Ended | ||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||
Fair Value Disclosures [Text Block] | ' | ||||||||||||||||||
Note 5. Fair Value Measurements | |||||||||||||||||||
Various inputs are used in determining the fair value of our assets and liabilities carried at fair value and are summarized into three broad categories: | |||||||||||||||||||
● | Level 1 – unadjusted quoted prices in active markets for identical securities; | ||||||||||||||||||
● | Level 2 – other significant observable inputs, including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.; and | ||||||||||||||||||
● | Level 3 – significant unobservable inputs, including our own assumptions in determining fair value. | ||||||||||||||||||
The inputs or methodology used for valuing securities is not necessarily an indication of the risk associated with investing in those securities. | |||||||||||||||||||
Following are the disclosures related to our financial assets and liabilities (in thousands): | |||||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||||
Fair Value | Input Level | Fair Value | Input Level | ||||||||||||||||
Trading and investment securities owned: | |||||||||||||||||||
Corporate equities, marketable | $ | 3,251 | Level 1 | $ | 3,720 | Level 1 | |||||||||||||
Corporate equities, not readily marketable | 585 | Level 3 | 1,122 | Level 3 | |||||||||||||||
Corporate options/warrants, marketable | 11 | Level 1 | 67 | Level 1 | |||||||||||||||
Underwriter warrants | 1,908 | Level 3 | 5,276 | Level 3 | |||||||||||||||
Underwriter warrants payable to employees | (581 | ) | Level 3 | (3,641 | ) | Level 3 | |||||||||||||
Following is a summary of activity related to our Level 3 financial assets and liabilities (in thousands): | |||||||||||||||||||
Underwriter Warrants | Underwriter | Not Readily Marketable Investment Securities | |||||||||||||||||
Warrants | |||||||||||||||||||
Payable to | |||||||||||||||||||
Employees | |||||||||||||||||||
Balance, December 31, 2013 | $ | 5,276 | $ | (3,641 | ) | $ | 1,122 | ||||||||||||
Fair value of securities received included as a component of corporate finance income | 309 | - | - | ||||||||||||||||
Fair value of securities received included as a component of compensation expense | - | (581 | ) | - | |||||||||||||||
Fair value of securities distributed to employees | (2,527 | ) | 2,527 | - | |||||||||||||||
Sale of investment in privately held company | - | - | (205 | ) | |||||||||||||||
Reclassification of investment from Level 3 to Level 1 * | - | - | (200 | ) | |||||||||||||||
Net gain (loss), included as a component of compensation expense | (1,114 | ) | 1,114 | - | |||||||||||||||
Net gain (loss), included as a component of investment income | 12 | - | (132 | ) | |||||||||||||||
Underwriter warrants exercised or expired included as a component of investment income | (48 | ) | - | - | |||||||||||||||
Balance, June 30, 2014 | $ | 1,908 | $ | (581 | ) | $ | 585 | ||||||||||||
* On February 7, 2014, one of our Level 3 investments consummated a merger where a quoted price became available on an active market, and we reclassified it to a Level 1 investment. | |||||||||||||||||||
Underwriter Warrants | Underwriter | Not Readily Marketable Investment Securities | |||||||||||||||||
Warrants | |||||||||||||||||||
Payable to | |||||||||||||||||||
Employees | |||||||||||||||||||
Balance, December 31, 2012 | $ | 1,548 | $ | - | $ | 4,878 | |||||||||||||
Fair value of underwriter warrants received included as a component of corporate finance income | 141 | - | |||||||||||||||||
Net unrealized gain (loss), included as a component of investment income related to securities held | (460 | ) | - | (633 | ) | ||||||||||||||
Underwriter warrants exercised or expired included as a component of investment income | (92 | ) | - | - | |||||||||||||||
Balance, June 30, 2013 | $ | 1,137 | $ | - | $ | 4,245 | |||||||||||||
Valuation of Marketable Trading and Investment Securities Owned | |||||||||||||||||||
The fair value of our marketable trading and investment securities owned is determined based on quoted market prices. Securities traded on a national exchange are stated at the last reported sales price on the day of valuation; other securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are stated at the last quoted bid price. | |||||||||||||||||||
Valuation of Not Readily Marketable Investment Securities | |||||||||||||||||||
Securities not readily marketable include investment securities (a) for which there is no market on a securities exchange or no independent publicly quoted market, (b) that cannot be publicly offered or sold unless registration has been effected under the Securities Act of 1933, or (c) that cannot be offered or sold because of other arrangements, restrictions or conditions applicable to the securities or to us. The fair value of not readily marketable securities is estimated by management using available information including the following: quoted market prices of similar securities (i.e., unrestricted shares of the same company); price of recent known trades of the same or similar securities; the cost of the security, if recently purchased, adjusted for changes in the financial condition of the issuer; all other information available from review of available documents related to the issuer or discussions with management of the issuer. Significant unobservable inputs include the discount rate for lack of liquidity, and the volatility index of comparable companies. Changes to these unobservable inputs would cause the fair value to fluctuate substantially. | |||||||||||||||||||
Valuation of Underwriter Warrants and Underwriter Warrants Payable to Employees | |||||||||||||||||||
We estimate the fair value of underwriter warrants using the Black-Scholes Option Pricing Model. The warrants generally have a five-year expiration date and vest immediately. The warrants are generally subject to a restriction period of six months to one-year in which the warrants cannot be exercised. The Black-Scholes model requires us to use five inputs including: stock price, risk free rate, exercise price, time remaining on the warrant and price volatility. After stock price, the most influential factor in this model is price volatility, which we calculate for each company’s warrants based on each company’s own historical closing stock prices as well as an index of historical prices for comparable companies. When we initially receive a new underwriter warrant from an initial public offering, its calculated volatility factor is entirely based on the volatility of an index of comparable companies, since there is no price history for a new publicly traded company. For publicly traded companies, as each underwriter warrant approaches its expiration date, its volatility factor is derived primarily from the historical prices of its underlying common stock. Private company underwriter warrant valuations use the volatility index of comparable companies. There is no assurance that we will ultimately be able to exercise any of our warrants in a way that will realize the fair value that has been recorded in the financial statements based on this model. Underwriter warrants payable to employees represent warrants that are held by the Company, but are distributable to employees as compensation at periods ended June 30, 2014 and December 31, 2013. | |||||||||||||||||||
There were no changes to our valuation methods or techniques during the first six-month periods of 2014 or 2013. | |||||||||||||||||||
The following table is a quantitative disclosure about the significant unobservable inputs (Level 3) that were used in determining fair value at June 30, 2014: | |||||||||||||||||||
Quantitative Information about Level 3 Fair Value Measurements | |||||||||||||||||||
Fair Value at | Valuation | Unobservable | Range | Weighted | |||||||||||||||
30-Jun-14 | Technique | Input | Average | ||||||||||||||||
Minimum | Maximum | ||||||||||||||||||
Investments in privately-held companies | $ | 585 | Market approach; Asset approach | Discount rate for lack of liquidity | 13 | % | 20 | % | 13.7 | % | |||||||||
Underwriter warrants | 1,908 | ||||||||||||||||||
Underwriter warrants payable to employees | Black-Scholes Option Pricing Model | Volatility index of comparable companies | |||||||||||||||||
(581 | ) | 66.7 | % | 99.6 | 83.1 | ||||||||||||||
$ | 1,912 | ||||||||||||||||||
Note_6_Stockholders_Equity
Note 6 - Stockholders' Equity | 6 Months Ended |
Jun. 30, 2014 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
Note 6. Stockholders' Equity | |
Comprehensive Income | |
The Company did not have any transactions that generated comprehensive income during the first six months of fiscal 2014 or during the fiscal year ended December 31, 2013. | |
Common Stock Split | |
As described above in Note 1, on July 25, 2014, the Board enacted a 1-for-5 reverse stock split of the Common Stock. The Common Stock began trading post-split on July 29, 2014 under the new ticker symbol “VBIV.” Share and per share data have been retroactively adjusted to reflect the effects of the stock split. | |
Private Placement of Common Stock | |
On January 29, 2014, the Company closed the private sale of 100,000 shares of its Common Stock (the “Shares”) to six accredited investors at a price of $2.50 per share for gross proceeds of $250,000. The shares were sold without registration in reliance upon the private transaction exemption set forth in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated under the Securities Act. | |
Repurchase of Common Stock | |
There were no common shares repurchased during the first six months of 2014. | |
In September 2001, our Board approved a stock repurchase program pursuant to which we are authorized to repurchase up to 120,000 shares of our common stock. In addition, in June 2008, our Board approved the repurchase of up to a total of an additional 40,000 shares of our common stock. Through June 30, 2014, 146,398 shares had been repurchased and, as of June 30, 2014, 13,602 shares remained available for repurchase. These repurchase programs do not have an expiration date. | |
Common Shares in Escrow | |
As described in Note 10, the Company issued and placed 57,555 shares of common stock in escrow on July 25, 2013. These shares are not considered officially outstanding until they are released from the escrow. | |
1999 Stock Option Plan | |
Under the Company’s 1999 Stock Option Plan, which expired in September 2009, 32,000 and 36,000 shares of Common Stock are reserved for potential future issuance pursuant to the Company’s outstanding options as of the three- and six-month periods ended June 30, 2014, respectively. For the three- and six month periods ended June 30, 2013, we had 42,700 stock options outstanding. | |
2013 Equity Incentive Plan | |
Our 2013 Equity Incentive Plan (the “2013 Plan”) authorizes the reservation of 300,000 shares common stock for issuance for equity and cash and equity-linked awards to certain management, consultants and others. On June 19, 2013, the Board granted 60,000 stock options to purchase shares of common stock at a purchase price equal to the closing price of stock on that date, pursuant to the adoption of the 2013 Plan by the Company’s shareholders. On March 19, 2014, the Board granted 204,000 common shares to officers and directors under the 2013 Plan, which was recorded as commissions and salaries expense based on the closing price of stock on that date. On April 10, 2014, the Board granted an additional 36,000 common shares to officers and directors under the same terms as the March 2014 grant. |
Note_7_New_Accounting_Guidance
Note 7 - New Accounting Guidance | 6 Months Ended |
Jun. 30, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | ' |
Note 7. New Accounting Guidance | |
In May 2014, the FASB issued ASU 2014-9, an update on revenue from contracts with customers. The core principal of this guideline is that an entity should recognize revenue, to depict the transfer of promised goods or services to customers, in an amount that reflects the consideration for which the entity is entitled to, in exchange for those goods and services. Guidance in this section supersedes the revenue recognition requirements found in topic 605. The amendment will be effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The Company is currently evaluating these changes to determine whether they have an impact on the presentation of the consolidated financial statements. The Company does not expect these changes to have a material impact. | |
Management has reviewed the other new accounting guidance and determined that there is not a material impact on our financial statements. |
Note_8_Change_in_Preferred_Sto
Note 8 - Change in Preferred Stock Designation | 6 Months Ended |
Jun. 30, 2014 | |
Change In Preferred Stock Designation [Abstract] | ' |
Change In Preferred Stock Designation [Text Block] | ' |
Note 8. Change in Preferred Stock Designation | |
On June 19, 2013, the Company’s Board authorized the creation of Series A Preferred Stock. On July 18, 2013, the Company filed a Certificate of Designation of Preference, Rights and Limitations of Series A Convertible Preferred Stock with the Secretary of State of Oregon. Upon the Reincorporation of the Company in Delaware from Oregon effective March 20, 2014, each share of Paulson Oregon’s preferred stock, no par value, issued and outstanding was automatically converted into one share of Paulson Delaware’s preferred stock, $0.0001 par value. |
Note_9_Restructure_of_Paulson_
Note 9 - Restructure of Paulson Investment Company, Inc. | 6 Months Ended |
Jun. 30, 2014 | |
Investments Schedule [Abstract] | ' |
Investment [Text Block] | ' |
Note 9. Restructure of Paulson Investment Company, Inc. | |
As a condition to the Merger, the Company has restructured the business involving the broker-dealer license held by the Company’s subsidiary, Paulson Investment Company, Inc. (“PIC”). As a result of the restructuring, which has been approved by the Financial Industry Regulatory Authority (“FINRA”), PIC is now a separate entity owned by prior management and outside investors. | |
During the first quarter of fiscal 2013, PIC received a $1,500,000 loan from a related-party investor pursuant to a convertible promissory note bearing 5% simple interest which is due on January 13, 2016. The note holder agreed the note would stop accruing interest after April 30, 2013. The note was amended and restated in the second quarter of 2014. The amended and restated note was converted in connection with the consummation of the Merger into a 35% membership interest in the Converted Entity. | |
During the second quarter of fiscal 2013, PIC issued 215,438 shares of series B preferred stock for $1,500,000. The series B preferred stock is afforded no conversion or voting rights. Upon a liquidation event, the shareholder would be given a liquidation preference equal to 15.79%. During the second quarter of 2014, the holder of the series B preferred stock and PIC entered into a securities exchange agreement pending FINRA approval of the Form CMA seeking approval for the issuance of membership interests in the Converted Entity. Upon the closing of the Merger all shares of series B preferred stock were exchanged for a 12.5% membership interest in the Converted Entity. | |
During the fourth quarter of fiscal 2013, PIC received a $700,000 loan from an outside investor pursuant to a convertible promissory note bearing 5% simple interest, with a maturity date of July 1, 2014. During the second quarter of 2014, the note was amended and restated to extend the maturity date to December 31, 2014 and increase the interest rate to 10% per annum after July 2, 2014. Upon the closing of the Merger, the outstanding principal under the amended and restated note was converted into an 11.6% equity interest in the Converted Entity following approval by FINRA of the Form CMA seeking approval for the issuance of securities of PIC upon conversion of the amended and restated note. | |
Please see Note 1. Basis of Presentation, above. |
Note_10_Corporate_Reorganizati
Note 10 - Corporate Reorganization | 6 Months Ended |
Jun. 30, 2014 | |
Restructuring and Related Activities [Abstract] | ' |
Restructuring and Related Activities Disclosure [Text Block] | ' |
Note 10. Corporate Reorganization | |
PIPE Financings | |
On July 25, 2013, the Company entered into a series of agreements intended to secure investment in the Company of $5,250,000 (the “Investment Funds”) with DKR Ventures, LLC, a Delaware limited liability company, and Hudson Bay Master Fund Ltd., a Cayman Islands limited partnership (collectively, the “Investors”). The investment was made in a private placement transaction (the “2013 PIPE Financing”) intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), subject to satisfaction of certain conditions. | |
Under the agreements, the Company will complete the private placement of a Unit consisting of (i) 57,555 shares of Common Stock; (ii) 500,000 shares of Series A Preferred Stock; (iii) a Class A Warrant; and (iv) a Class B Warrant. Each share of Series A Preferred Stock has a stated value of $4.03487 and a conversion ratio of 0.461128121 per share of Common Stock, subject to adjustment. Each share of Series B Preferred Stock will be convertible into one share of Common Stock and have a stated value of $1.75 per share and a conversion ratio equal to one share of Common Stock for each share of Series B Preferred Stock outstanding, equal to a purchase price of $1.75 per share of Common Stock, subject to adjustment. The Class A Warrant is exercisable for up to 1,500,000 shares of Series B Preferred Stock at a per share exercise price of $4.00, subject to adjustment, beginning on the date that is six months following the date of issuance and ending on the date that is five years thereafter. The Class B Warrant is exercisable for up to 2,711,881 shares of Series B Preferred Stock. The purchase price of one share of Common Stock underlying the Class B Warrant is deemed to be $1.75, subject to adjustment, without any payment of consideration by the Holder upon exercise. The Class B Warrant is exercisable beginning on the date that is six months following the date of issuance and ending on the date that is two years thereafter. As described below in Note 11, on July 25, 2014, the 2013 PIPE Financing closed, and the Investment Funds were released from escrow. | |
On January 29, 2014, the Company closed the private sale of 100,000 shares of its Common Stock (the “2014 PIPE Financing”) to six accredited investors at a price of $2.50 per share for gross proceeds of $250,000. The shares were sold without registration in reliance upon the private transaction exemption set forth in Section 4(a)(2) of the Securities Act, and/or Rule 506 of Regulation D promulgated under the Securities Act. |
Note_11_Subsequent_Events
Note 11 - Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
Note 11. Subsequent Events | |
Please see Note 1. Basis of Presentation, above. | |
a) Variation Biotechnologies and Paulson Capital Announce Completion of Merger | |
On July 14, 2014, the Company held a Special Meeting of Stockholders at which 67.4% of the outstanding shares of the Company’s Common Stock were cast and more than 98% of the votes cast were voted in favor of each of a group of proposals related to the Merger. | |
On July 25, 2014, VBI announced the completion of the Merger. VBI became a wholly-owned subsidiary of the Company and the Company will now be known as VBI Vaccines Inc. (“VBI Vaccines”). Beginning July 29, 2014, its stock began trading on The NASDAQ Capital Market under the symbol VBIV following the consummation of a 1-for-5 reverse split. | |
Concurrent with the closing of the Merger, VBI Vaccines completed two private placements of equity securities with gross proceeds of approximately $16,250,000 from VBI’s existing biotech venture capital fund investors and other institutional investors. In addition to participating in the private placement, Perceptive Advisors also entered into a credit agreement with the Company for a secured debt facility up to $6,000,000, half of which may be drawn down immediately. | |
b) Divestiture of Paulson Investment Company, Inc. | |
On July 25, 2014, at the effective time of the Merger, the Company divested its ownership of its former operating subsidiary, Paulson Investment Company, Inc., which will operate as an independent entity going forward under new ownership. | |
c) Formation of The Paulson Investment Liquidating Trust | |
On July 25, 2014, at the effective time of the Merger, the Company formed an irrevocable liquidating trust for the benefit of certain legacy shareholders who were holders of record of the Company’s stock on October 11, 2013, as previously announced. The trust now holds what were the non-operating assets of Paulson Investment Company, Inc. These assets will be liquidated and distributed to the legacy shareholders over time. |
Note_4_Earnings_Per_Share_Tabl
Note 4 - Earnings Per Share (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
For the Three Months Ended June 30, | For the Six Months ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Shares used for basic net income (loss) per share | 1,497,141 | 1,153,397 | 1,377,826 | 1,153,397 | |||||||||||||
Effect of dilutive stock options | 16,194 | - | - | - | |||||||||||||
Effect of contingently issuable common shares | 3,347,209 | - | - | - | |||||||||||||
Shares used for diluted net income (loss) per share | 4,860,544 | 1,153,397 | 1,377,826 | 1,153,397 | |||||||||||||
Stock options not included in diluted net income (loss) per share because their effect would have been anti-dilutive | 32,000 | 42,700 | 32,000 | 42,700 |
Note_5_Fair_Value_Measurements1
Note 5 - Fair Value Measurements (Tables) | 6 Months Ended | ||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | ' | ||||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||||
Fair Value | Input Level | Fair Value | Input Level | ||||||||||||||||
Trading and investment securities owned: | |||||||||||||||||||
Corporate equities, marketable | $ | 3,251 | Level 1 | $ | 3,720 | Level 1 | |||||||||||||
Corporate equities, not readily marketable | 585 | Level 3 | 1,122 | Level 3 | |||||||||||||||
Corporate options/warrants, marketable | 11 | Level 1 | 67 | Level 1 | |||||||||||||||
Underwriter warrants | 1,908 | Level 3 | 5,276 | Level 3 | |||||||||||||||
Underwriter warrants payable to employees | (581 | ) | Level 3 | (3,641 | ) | Level 3 | |||||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | ||||||||||||||||||
Underwriter Warrants | Underwriter | Not Readily Marketable Investment Securities | |||||||||||||||||
Warrants | |||||||||||||||||||
Payable to | |||||||||||||||||||
Employees | |||||||||||||||||||
Balance, December 31, 2013 | $ | 5,276 | $ | (3,641 | ) | $ | 1,122 | ||||||||||||
Fair value of securities received included as a component of corporate finance income | 309 | - | - | ||||||||||||||||
Fair value of securities received included as a component of compensation expense | - | (581 | ) | - | |||||||||||||||
Fair value of securities distributed to employees | (2,527 | ) | 2,527 | - | |||||||||||||||
Sale of investment in privately held company | - | - | (205 | ) | |||||||||||||||
Reclassification of investment from Level 3 to Level 1 * | - | - | (200 | ) | |||||||||||||||
Net gain (loss), included as a component of compensation expense | (1,114 | ) | 1,114 | - | |||||||||||||||
Net gain (loss), included as a component of investment income | 12 | - | (132 | ) | |||||||||||||||
Underwriter warrants exercised or expired included as a component of investment income | (48 | ) | - | - | |||||||||||||||
Balance, June 30, 2014 | $ | 1,908 | $ | (581 | ) | $ | 585 | ||||||||||||
Underwriter Warrants | Underwriter | Not Readily Marketable Investment Securities | |||||||||||||||||
Warrants | |||||||||||||||||||
Payable to | |||||||||||||||||||
Employees | |||||||||||||||||||
Balance, December 31, 2012 | $ | 1,548 | $ | - | $ | 4,878 | |||||||||||||
Fair value of underwriter warrants received included as a component of corporate finance income | 141 | - | |||||||||||||||||
Net unrealized gain (loss), included as a component of investment income related to securities held | (460 | ) | - | (633 | ) | ||||||||||||||
Underwriter warrants exercised or expired included as a component of investment income | (92 | ) | - | - | |||||||||||||||
Balance, June 30, 2013 | $ | 1,137 | $ | - | $ | 4,245 | |||||||||||||
Fair Value Inputs, Assets, Quantitative Information [Table Text Block] | ' | ||||||||||||||||||
Quantitative Information about Level 3 Fair Value Measurements | |||||||||||||||||||
Fair Value at | Valuation | Unobservable | Range | Weighted | |||||||||||||||
30-Jun-14 | Technique | Input | Average | ||||||||||||||||
Minimum | Maximum | ||||||||||||||||||
Investments in privately-held companies | $ | 585 | Market approach; Asset approach | Discount rate for lack of liquidity | 13 | % | 20 | % | 13.7 | % | |||||||||
Underwriter warrants | 1,908 | ||||||||||||||||||
Underwriter warrants payable to employees | Black-Scholes Option Pricing Model | Volatility index of comparable companies | |||||||||||||||||
(581 | ) | 66.7 | % | 99.6 | 83.1 | ||||||||||||||
$ | 1,912 |
Note_1_Basis_of_Presentation_D
Note 1 - Basis of Presentation (Details) (USD $) | 1 Months Ended | 3 Months Ended | 3 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | |||||||||||||||||||||
Jul. 25, 2013 | Jun. 30, 2014 | Mar. 20, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jun. 30, 2014 | Apr. 10, 2014 | Jun. 30, 2013 | Apr. 10, 2014 | |
Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | River Integrity Investments, LLC [Member] | Christopher Clark [Member] | Robert Setteducati [Member] | Thomas Parigian [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Perceptive Advisors [Member] | Paulson Liquidating Trust [Member] | Converted Entity [Member] | River Integrity Investments, LLC [Member] | DTA Investments, LLC [Member] | |||||
River Integrity Investments, LLC [Member] | Convertible Debt [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Merger [Member] | Perceptive Advisors [Member] | Converted Entity [Member] | Converted Entity [Member] | Evolution Venture Partners, LLC [Member] | Middlebury Securities, LLC [Member] | Palladium Capital Advisors, LLC [Member] | Bezalel Partners, LLC [Member] | River Integrity Investments, LLC [Member] | Minimum [Member] | Maximum [Member] | DTA Investments, LLC [Member] | |||||||||||
PIC [Member] | PIC [Member] | PIC [Member] | River Integrity Investments, LLC [Member] | Paulson Liquidating Trust [Member] | Paulson Liquidating Trust [Member] | ||||||||||||||||||||||
Note 1 - Basis of Presentation (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' |
Exchange Ratio (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.2452 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Acquisitions (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,554,535 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Equity Interest Issued, Percent of Shares of Common Stock on Fully Diluted Basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 41.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 480,000 | 120,000 | 341,731 | 1,068,502 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets Held-in-trust (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $9,800,000 | ' | ' | ' |
Assets Held-in-trust, Liquidation Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | '3 years | ' | ' | ' | ' | ' |
Due to Related Parties, Current (in Dollars) | ' | 1,521,781 | ' | 1,521,781 | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | ' | ' | ' | ' | ' | ' | ' | 13.63% | 13.63% | 13.63% | ' | ' | 35.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.60% | ' | ' |
Stock Issued During Period, Shares, New Issues (in Shares) | ' | ' | ' | ' | 215,438 | 215,438 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues (in Dollars) | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' |
Membership Interest in Converted Entity Exchanged from All Shares of Series B Preferred Stock, Percent | ' | 12.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable (in Dollars) | ' | 725,507 | ' | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 700,000 |
Noncontrolling Interest, Ownership Percentage by Parent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.01% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement (in Dollars) | 5,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,250,000 | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,000,000 | ' | ' | ' | ' |
Note_2_Change_of_State_of_Inco1
Note 2 - Change of State of Incorporation and Articles of Incorporation (Details) (USD $) | Jun. 30, 2014 | Mar. 20, 2014 | Dec. 31, 2013 | Mar. 20, 2014 | Mar. 20, 2014 | Mar. 20, 2014 |
Common Stock [Member] | Preferred Stock [Member] | Paulson Capital Corp [Member] | ||||
Paulson Capital Corp [Member] | Paulson Capital Corp [Member] | |||||
Note 2 - Change of State of Incorporation and Articles of Incorporation (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | ' | ' | $0 |
Conversion of Stock, Shares Converted Per Share Due to Reincorporation of Entity (in Shares) | ' | ' | ' | 1 | 1 | ' |
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | ' | ' | $0 |
Note_4_Earnings_Per_Share_Deta
Note 4 - Earnings Per Share (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ' | ' |
Incremental Common Shares Attributable to Dilutive Effect of Contingently Issuable Shares | 3,347,209 | 3,347,209 |
Note_4_Earnings_Per_Share_Deta1
Note 4 - Earnings Per Share (Details) - Earnings per Share, Basic and Diluted | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Earnings per Share, Basic and Diluted [Abstract] | ' | ' | ' | ' |
Shares used for basic net income (loss) per share | 1,497,141 | 1,153,397 | 1,377,826 | 1,153,397 |
Effect of dilutive stock options | 16,194 | ' | ' | ' |
Effect of contingently issuable common shares | 3,347,209 | ' | 3,347,209 | ' |
Shares used for diluted net income (loss) per share | 4,860,544 | 1,153,397 | 1,377,826 | 1,153,397 |
Stock options not included in diluted net income (loss) per share because their effect would have been anti-dilutive | 32,000 | 42,700 | 32,000 | 42,700 |
Note_5_Fair_Value_Measurements2
Note 5 - Fair Value Measurements (Details) | 6 Months Ended |
Jun. 30, 2014 | |
Note 5 - Fair Value Measurements (Details) [Line Items] | ' |
Underwriter Warrants Expiration Term | '5 years |
Minimum [Member] | ' |
Note 5 - Fair Value Measurements (Details) [Line Items] | ' |
Warrant Exercise Restriction Period | '6 months |
Maximum [Member] | ' |
Note 5 - Fair Value Measurements (Details) [Line Items] | ' |
Warrant Exercise Restriction Period | '1 year |
Note_5_Fair_Value_Measurements3
Note 5 - Fair Value Measurements (Details) - Disclosures Related to Financial Assets and Liabilities (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Trading and investment securities owned: | ' | ' |
Underwriter warrants | $1,908,000 | $5,276,000 |
Underwriter warrants payable to employees | 581,000 | 3,641,035 |
Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Trading and investment securities owned: | ' | ' |
Corporate securities, marketable | 3,251,000 | 3,720,000 |
Corporate Options Warrants [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Trading and investment securities owned: | ' | ' |
Corporate securities, marketable | 11,000 | 67,000 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Trading and investment securities owned: | ' | ' |
Corporate equities, not readily marketable | 585,000 | 1,122,000 |
Underwriter warrants | 1,908,000 | 5,276,000 |
Underwriter warrants payable to employees | ($581,000) | ($3,641,000) |
Note_5_Fair_Value_Measurements4
Note 5 - Fair Value Measurements (Details) - Summary of Activity Related to Level 3 Financial Assets and Liabilities (USD $) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2012 | ||||
Investment Income [Member] | Investment Income [Member] | Investment Income [Member] | Investment Income [Member] | Underwriter Warrants [Member] | Underwriter Warrants [Member] | Underwriter Warrants Payable To Employees [Member] | Not Readily Marketable Investment Securities [Member] | Not Readily Marketable Investment Securities [Member] | Not Readily Marketable Investment Securities [Member] | |||||
Underwriter Warrants [Member] | Underwriter Warrants [Member] | Not Readily Marketable Investment Securities [Member] | Not Readily Marketable Investment Securities [Member] | |||||||||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Balance | $5,276,000 | ' | ' | ' | ' | $5,276,000 | $1,548,000 | ($3,641,000) | $1,122,000 | $4,245,000 | $4,878,000 | |||
Fair value of securities received included as a component of corporate finance income | ' | ' | ' | ' | ' | 309,000 | ' | ' | ' | ' | ' | |||
Fair value of securities received included as a component of compensation expense | ' | ' | ' | ' | ' | ' | ' | -581,000 | ' | ' | ' | |||
Fair value of securities distributed to employees | 2,526,837 | ' | ' | ' | ' | -2,527,000 | ' | 2,527,000 | ' | ' | ' | |||
Sale of investment in privately held company | ' | ' | ' | ' | ' | ' | ' | ' | -205,000 | ' | ' | |||
Reclassification of investment from Level 3 to Level 1 * | ' | ' | ' | ' | ' | ' | [1] | ' | ' | [1] | -200,000 | [1] | ' | ' |
Fair value of underwriter warrants received included as a component of corporate finance income | ' | ' | ' | ' | ' | ' | 141,000 | ' | ' | ' | ' | |||
Net unrealized gain (loss) | ' | 12,000 | -460,000 | -132,000 | -633,000 | -1,114,000 | ' | 1,114,000 | ' | ' | ' | |||
Underwriter warrants exercised or expired included as a component of investment income | ' | ' | ' | ' | ' | -48,000 | -92,000 | ' | ' | ' | ' | |||
Balance | $1,908,000 | ' | ' | ' | ' | $1,908,000 | $1,137,000 | ($581,000) | $585,000 | $4,245,000 | $4,878,000 | |||
[1] | On February 7, 2014, one of our Level 3 investments consummated a merger where a quoted price became available on an active market, and we reclassified it to a Level 1 investment. |
Note_5_Fair_Value_Measurements5
Note 5 - Fair Value Measurements (Details) - Quantitative Information about Level 3 Fair Value Measurements (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' |
Fair Value (in Dollars) | $1,912 |
Investments in Privately-Held Companies [Member] | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' |
Fair Value (in Dollars) | 585 |
Valuation Technique | 'Market approach; Asset approach |
Unobservable Input | 'Discount rate for lack of liquidity |
Weighted Average | 13.70% |
Investments in Privately-Held Companies [Member] | Minimum [Member] | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' |
Range | 13.00% |
Investments in Privately-Held Companies [Member] | Maximum [Member] | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' |
Range | 20.00% |
Underwriter Warrants [Member] | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' |
Fair Value (in Dollars) | 1,908 |
Underwriter Warrants Payable To Employees [Member] | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' |
Fair Value (in Dollars) | ($581) |
Valuation Technique | 'Black-Scholes Option Pricing Model |
Unobservable Input | 'Volatility index of comparable companies |
Weighted Average | 83.10% |
Underwriter Warrants Payable To Employees [Member] | Minimum [Member] | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' |
Range | 66.70% |
Underwriter Warrants Payable To Employees [Member] | Maximum [Member] | ' |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | ' |
Range | 99.60% |
Note_6_Stockholders_Equity_Det
Note 6 - Stockholders' Equity (Details) (USD $) | 1 Months Ended | 6 Months Ended | 153 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | ||||
Jun. 30, 2008 | Jun. 30, 2014 | Jun. 30, 2014 | Jul. 25, 2013 | Apr. 10, 2014 | Mar. 19, 2014 | Jan. 29, 2014 | Jul. 25, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 19, 2013 | Jun. 30, 2013 | |
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Subsequent Event [Member] | 1999 Stock Option Plan [Member] | 1999 Stock Option Plan [Member] | 2013 Equity Incentive Plan [Member] | 2013 Equity Incentive Plan [Member] | |||||
2013 Equity Incentive Plan [Member] | 2013 Equity Incentive Plan [Member] | |||||||||||
Note 6 - Stockholders' Equity (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' |
Sale of Stock, Price Per Share (in Dollars per share) | ' | ' | ' | ' | ' | ' | $2.50 | ' | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock (in Dollars) | ' | $250,000 | ' | ' | ' | ' | $250,000 | ' | ' | ' | ' | ' |
Stock Repurchased During Period, Shares | ' | 0 | 146,398 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | ' | 120,000 | 120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchase Program, Increase In Amount Of Shares Authorized To Be Repurchased | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | ' | 13,602 | 13,602 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Escrow Deposit, Shares | ' | ' | ' | 57,555 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | 32,000 | 36,000 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | ' | 42,700 | 42,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | ' | ' | ' | ' | 36,000 | 204,000 | ' | ' | ' | ' | ' | ' |
Note_8_Change_in_Preferred_Sto1
Note 8 - Change in Preferred Stock Designation (Details) (USD $) | Jun. 30, 2014 | Mar. 20, 2014 | Dec. 31, 2013 | Mar. 20, 2014 | Mar. 20, 2014 |
Preferred Stock [Member] | Paulson Capital Corp [Member] | ||||
Paulson Capital Corp [Member] | |||||
Note 8 - Change in Preferred Stock Designation (Details) [Line Items] | ' | ' | ' | ' | ' |
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | ' | $0 |
Conversion of Stock, Shares Converted Per Share Due to Reincorporation of Entity (in Shares) | ' | ' | ' | 1 | ' |
Note_9_Restructure_of_Paulson_1
Note 9 - Restructure of Paulson Investment Company, Inc. (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | ||
Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | |
Series B Preferred Stock [Member] | Investor [Member] | ||||
Note 9 - Restructure of Paulson Investment Company, Inc. (Details) [Line Items] | ' | ' | ' | ' | ' |
Proceeds from (Repayments of) Related Party Debt (in Dollars) | ' | ' | $1,500,000 | ' | $1,500,000 |
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 5.00% | ' | ' | 5.00% |
Debt Instrument, Conversion Feature, Ownership Interest Percent | ' | ' | ' | ' | 35.00% |
Stock Issued During Period, Shares, New Issues (in Shares) | ' | ' | ' | 215,438 | ' |
Stock Issued During Period, Value, New Issues (in Dollars) | ' | ' | ' | 1,500,000 | ' |
Guarantor Obligations, Liquidation Proceeds, Percentage | ' | ' | ' | 15.79% | ' |
Membership Interest in Converted Entity Exchanged from All Shares of Series B Preferred Stock, Percent | 12.50% | ' | ' | ' | ' |
Proceeds from Notes Payable (in Dollars) | ' | $700,000 | ' | ' | ' |
Convertible Preferred Stock Percent | 11.60% | ' | ' | ' | ' |
Note_10_Corporate_Reorganizati1
Note 10 - Corporate Reorganization (Details) (USD $) | 1 Months Ended | 6 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | |||
Jul. 25, 2013 | Jun. 30, 2014 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jun. 30, 2013 | Jan. 29, 2014 | Jul. 25, 2013 | |
Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] | |||
Class A Warrant [Member] | Class B Warrant [Member] | ||||||||
Note 10 - Corporate Reorganization (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | $5,250,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | 500,000 | ' | ' | ' | ' | ' | 57,555 |
Preferred Stock Stated Value | ' | ' | $4.03 | ' | ' | $1.75 | ' | ' | ' |
Conversion Ratio | ' | ' | 0.461128121 | ' | ' | ' | ' | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | ' | ' | ' | 1,500,000 | 2,711,881 | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | $4 | $1.75 | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | 215,438 | 100,000 | ' |
Sale of Stock, Price Per Share | ' | ' | ' | ' | ' | ' | ' | $2.50 | ' |
Proceeds from Issuance of Common Stock | ' | $250,000 | ' | ' | ' | ' | ' | $250,000 | ' |
Note_11_Subsequent_Events_Deta
Note 11 - Subsequent Events (Details) (USD $) | 1 Months Ended | 1 Months Ended | ||
Jul. 25, 2013 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Perceptive Advisors [Member] | ||
Perceptive Advisors [Member] | ||||
Note 11 - Subsequent Events (Details) [Line Items] | ' | ' | ' | ' |
Stockholders' Equity Note, Stock Split, Conversion Ratio | ' | ' | 5 | ' |
Proceeds from Issuance of Private Placement | $5,250,000 | ' | $16,250,000 | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | $6,000,000 | ' | $6,000,000 |