Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 13, 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 | ' | 20,012,760 |
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-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ' | ' |
Cash | $14,797,616 | $624,419 |
Prepaid expenses and deposits | 298,598 | 107,433 |
Government receivables | 93,971 | 56,662 |
Other receivables | 15,114 | ' |
15,311,063 | 915,044 | |
FUNDS HELD IN ESCROW | ' | 777,746 |
DEFERRED FINANCING COSTS, NET | 439,525 | ' |
PROPERTY AND EQUIPMENT, NET | 91,667 | 30,132 |
INTANGIBLES, NET | 459,532 | 519,403 |
16,301,787 | 2,242,325 | |
CURRENT LIABILITIES | ' | ' |
Accounts payable | 532,021 | 237,889 |
Accrued liabilities | 326,969 | 268,828 |
Related party convertible notes | ' | 18,962,602 |
Current portion of long-term debt | 150,000 | ' |
1,008,990 | 19,469,319 | |
LONG-TERM DEBT, NET | 1,884,504 | ' |
2,893,494 | 19,469,319 | |
STOCKHOLDERS' EQUITY (DEFICIENCY) | ' | ' |
Common shares (authorized 200,000,000; issued 19,737,760; par value $0.0001) (2013 - issued 1,171,892) | 1,974 | 117 |
Convertible preferred shares (authorized 30,000,000; issued 2,996,482; par value $0.0001) | 299 | ' |
Warrants | 1,027,000 | ' |
Additional paid-in capital | 78,211,509 | 33,088,470 |
Accumulated other comprehensive income (loss) | 38,005 | ' |
Accumulated deficit | -65,870,494 | -50,315,581 |
13,408,293 | -17,226,994 | |
16,301,787 | 2,242,325 | |
Investment Tax Credit Carryforward [Member] | ' | ' |
CURRENT ASSETS | ' | ' |
Investment tax credits receivable | $105,764 | $126,530 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Common shares, par value (in Dollars per share) | $0.00 | $0.00 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 19,737,760 | 1,171,892 |
Convertible preferred shares, authorized | 30,000,000 | ' |
Convertible preferred shares, par value (in Dollars per share) | $0.00 | ' |
Convertible preferred shares, issued | 2,996,482 | ' |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Expenses | ' | ' | ' | ' |
Research and development | $867,035 | $414,707 | $1,898,728 | $1,262,861 |
General and administration | 5,691,492 | 501,372 | 7,898,872 | 1,558,878 |
Net loss from operations | 6,558,527 | 916,079 | 9,797,600 | 2,821,739 |
Interest expense | 58,136 | 409,237 | 865,835 | 1,155,782 |
Foreign exchange (gain) | 57,107 | -87,826 | 50,962 | 131,169 |
Accretion of debt discount | 61,504 | ' | 61,504 | ' |
Interest income | -2,640 | -366 | -2,836 | -1,142 |
NET LOSS | 6,732,634 | 1,237,124 | 10,773,065 | 4,107,548 |
Currency translation adjustment | -5,401 | 79,486 | 38,005 | -90,644 |
COMPREHENSIVE LOSS | $6,727,233 | $1,316,610 | $10,811,070 | $4,016,904 |
Loss per share of common stock, basic and diluted (in Dollars per share) | ($0.46) | ($1.06) | ($1.88) | ($3.51) |
Weighted-average number of common shares outstanding, basic and diluted (in Shares) | 14,703,833 | 1,171,892 | 5,745,478 | 1,171,892 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Unaudited) (USD $) | July 2014 PIPE [Member] | July 2014 PIPE [Member] | July 2014 PIPE [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Warrant [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Common Shares [Member] | Preferred Shares [Member] | Convertible Debt [Member] | VBI Vaccines Inc. [Member] | Total |
Common Stock [Member] | Additional Paid-in Capital [Member] | Common Shares [Member] | Convertible Debt [Member] | VBI Vaccines Inc. [Member] | Preferred Shares [Member] | Common Shares [Member] | Preferred Shares [Member] | Convertible Debt [Member] | VBI Vaccines Inc. [Member] | |||||||||||||
Stockholders' equity at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | $117 | ' | ' | ' | ' | ' | ' | ' | $32,953,470 | ' | ($44,863,712) | ' | ' | ' | ' | ($11,910,125) |
Shares, outstanding (in Shares) at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | 1,171,892 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 135,000 | ' | ' | ' | ' | ' | ' | 135,000 |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,451,869 | ' | ' | ' | ' | -5,451,869 |
Stockholders' equity at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | 117 | ' | ' | ' | ' | ' | ' | ' | 33,088,470 | ' | -50,315,581 | ' | ' | ' | ' | -17,226,994 |
Shares, outstanding (in Shares) at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | 1,171,892 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued for cash upon exercise of stock options | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | -3 | ' | ' | ' | ' | ' | ' | 1 |
Common shares issued for cash upon exercise of stock options (in Shares) | ' | ' | ' | ' | ' | ' | 41,016 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of convertible debentures | ' | ' | ' | 56 | 734 | ' | ' | 28 | ' | ' | 1,018,848 | 520,544 | 19,746,350 | ' | ' | ' | ' | 1,018,904 | 520,572 | 19,747,084 | ' | ' |
Conversion of convertible debentures, shares (in Shares) | ' | ' | ' | 558,837 | 7,341,627 | ' | ' | 284,602 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beneficial conversion feature on Series 1 Preferred Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,781,848 | ' | -4,781,848 | ' | ' | ' | ' | ' |
Common shares issued for cash, July 2014 PIPE | ' | ' | ' | ' | ' | ' | 513 | ' | ' | ' | ' | ' | ' | ' | 9,212,522 | ' | ' | ' | ' | ' | ' | 9,213,035 |
Common shares issued for cash, July 2014 PIPE (in Shares) | ' | ' | ' | ' | ' | ' | 5,128,061 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effect of reverse merger recapitalization on July 25, 2014 | ' | ' | ' | ' | ' | ' | 347 | ' | 271 | ' | ' | ' | ' | ' | 5,249,382 | ' | ' | ' | ' | ' | ' | 5,250,000 |
Effect of reverse merger recapitalization on July 25, 2014 (in Shares) | ' | ' | ' | ' | ' | ' | 3,466,093 | ' | 2,711,880 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common shares issued for services, value | 46 | 990,368 | 990,414 | ' | ' | 155 | 2 | ' | ' | ' | ' | ' | ' | 3,321,382 | 84,998 | ' | ' | ' | ' | ' | 3,321,537 | 85,000 |
Common shares issued for services (in Shares) | 461,731 | ' | ' | ' | ' | 1,548,502 | 20,001 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued with long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,027,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,027,000 |
Warrants issued with long-term debt (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 699,281 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other comprehensive loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,005 | ' | ' | ' | ' | ' | 38,005 |
Stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 196,800 | ' | ' | ' | ' | ' | ' | 196,800 |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -10,773,065 | ' | ' | ' | ' | -10,773,065 |
Stockholders' equity at Sep. 30, 2014 | ' | ' | ' | ' | ' | ' | $1,974 | ' | $299 | $1,027,000 | ' | ' | ' | ' | $78,211,509 | $38,005 | ($65,870,494) | ' | ' | ' | ' | $13,408,293 |
Shares, outstanding (in Shares) at Sep. 30, 2014 | ' | ' | ' | ' | ' | ' | 19,737,760 | ' | 2,996,482 | 699,281 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
OPERATING | ' | ' |
Net loss | ($10,773,065) | ($4,107,548) |
Adjustments to reconcile net loss to cash used in operating activities: | ' | ' |
Amortization of property and equipment and intangibles | 84,066 | 110,478 |
Amortization of deferred financing costs | 165,909 | ' |
Stock-based compensation expense | 281,800 | 101,250 |
Accretion of debt discount | 61,504 | ' |
Interest accrued on convertible notes | 812,832 | 1,143,961 |
Unrealized foreign exchange valuation | 38,005 | 122,323 |
Stock-based merger transaction costs | 3,321,537 | ' |
Net change in operating working capital items | 129,451 | 351,810 |
-5,877,961 | -2,277,726 | |
INVESTING | ' | ' |
Funds held in escrow | 777,746 | -17,503 |
Acquisition of property and equipment | -82,402 | -17,680 |
695,344 | -35,183 | |
FINANCING | ' | ' |
Issuance of common shares from exercise of stock options | 1 | ' |
Proceeds from issuance of common shares | 15,214,561 | ' |
Proceeds from issuance of preferred shares | 1,035,135 | ' |
Issuance of warrants | ' | 1,061 |
Share issue costs | -796,247 | ' |
Proceeds from convertible notes | 1,500,000 | 2,500,000 |
Financing costs on notes converted to shares | -134,088 | ' |
Proceeds from term loan | 3,000,000 | ' |
Financing costs of long-term loan | -471,345 | ' |
Repayment of long-term debt | ' | -42,605 |
19,348,017 | 2,458,456 | |
Effect of exchange rate changes on cash | 7,797 | 3,681 |
CHANGE IN CASH FOR THE PERIOD | 14,173,197 | 149,228 |
CASH, BEGINNING OF PERIOD | 624,419 | 615,512 |
CASH, END OF PERIOD | 14,797,616 | 764,740 |
Supplementary information: | ' | ' |
Interest paid | 53,000 | ' |
Non-cash investing and financing: | ' | ' |
Debt discount on long-term debt | $1,027,000 | ' |
Note_1_Nature_of_Business_and_
Note 1 - Nature of Business and Continuation of Business | 9 Months Ended | ||
Sep. 30, 2014 | |||
Disclosure Text Block [Abstract] | ' | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' | ||
1.NATURE OF BUSINESS AND CONTINUATION OF BUSINESS | |||
Nature of business | |||
The Company, VBI Vaccines Inc. (formerly Paulson Capital (Delaware) Corp. (“Paulson”), a Delaware corporation (“VBIV”), is dedicated to the innovative formulation, development and delivery of safe and effective vaccines that expand and enhance vaccine protection in both established and emerging markets. VBIV, its wholly-owned subsidiary, Variation Biotechnologies (US), Inc. (“VBI US”) and Variation Biotechnologies, Inc. a Canadian company and the wholly-owned subsidiary of VBI US, are collectively referred to as the “Company”. | |||
Planned Principal Operations | |||
The Company is a pharmaceutical company developing novel technologies that seek to expand vaccine protection in large, underserved markets. The Company has developed an eVLP vaccine platform that allows for the design of enveloped virus-like particle vaccines that closely mimic the target viruses. Using this proprietary technology platform, the Company has undertaken specific projects related to human cytomegalovirus (“CMV”) and other antigens. The Company plans, in the coming year to prepare several batches of vaccine for toxicology trials, Phase I clinical trials and other regulatory purposes. The Company does not expect to advance its first product candidate into Phase 1 clinical trials prior to 2015. All costs incurred to-date by the Company have directly or indirectly contributed to the advancement of these projects. The Company has not deferred or capitalized any costs related to any of these projects. | |||
The Merger | |||
On May 8, 2014, Paulson and VBI Acquisition Corp., a special purpose wholly owned subsidiary of Paulson (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 US (the transaction referred to as the “Merger”), with VBI US surviving as a wholly owned subsidiary of Paulson. VBI US was incorporated on December 20, 2006 under the laws of the State of Delaware. On December 28, 2006, VBI US completed a private round of financing and, contemporaneously acquired, through an exchange of shares, all of the outstanding common shares of VBI Cda, a Canadian company incorporated on August 24, 2001 under the Canada Business Corporations Act . All intercompany transactions and balances are eliminated in consolidation. | |||
On July 14, 2014, Paulson held a Special Meeting of Stockholders at which 67.4% of the outstanding shares of Paulson’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, the Merger closed and Paulson changed its name to VBI Vaccines Inc. Beginning on July 29, 2014, VBIV’s 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 US’s common and preferred stock was cancelled and converted into the right to receive 0.2452 (i.e.1.226/5) (“Exchange Ratio”) shares of VBIV’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 US’s common stock and preferred stock; and | ||
● | each outstanding option to purchase a share of the VBI US’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, was deemed to constitute an option to purchase, on the same terms and conditions, a number of shares of VBIV’s Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of shares of VBI US’s common stock or preferred stock subject to such option multiplied by (ii) the Exchange Ratio, at an exercise price per share equal to the quotient of (i) the exercise price per share of VBI US’s common stock and preferred stock (rounded up to the nearest cent) subject to such option divided by (ii) the Exchange Ratio. | ||
Immediately prior to the effective time of the Merger, all outstanding convertible debt securities issued by VBI US were converted into capital stock of VBI US so that, at the effective time of the Merger, VBI US had no convertible notes or other indebtedness outstanding. | |||
At the effective time of the Merger, VBIV issued 8,554,535 shares of common stock to the shareholders of VBI US representing 71% of VBIV’s voting shares immediately post-merger. VBI US was deemed to be the acquiring entity for accounting purposes and allocated the total purchase consideration to Paulson’s assets which consisted of cash amounting to $5,250,000. The excess of the fair value of the consideration over the value of the net monetary assets of Paulson was recognized as a reduction to equity. | |||
The financial statements of VBI US are treated as the historical financial statements of the combined company, with the results of Paulson being included from July 25, 2014. The equity of VBI US has been retroactively restated to reflect the number of shares issued in the transaction. The fair value of the consideration transferred amounted to $7.5 million as determined by the pricing of the $11 million July 2014 PIPE, as defined below, adjusted by the exchange ratio, which approximated the market price of Paulson's common stock as adjusted by a 49.5% discount for lack of marketability. | |||
Contemporaneously with the merger, VBIV closed $11 million of private equity financing (the “July 2014 PIPE”) and executed a term loan facility in the amount of $6 million (the “Facility’), with the initial advance of $3 million drawn down on August 8, 2014 and the balance becoming available once certain product development milestones have been achieved. The amounts drawn on the Facility will accrue interest at an annual rate equal to the greater of (a) one-month LIBOR (subject to a 5.00% cap) or (b) 1.00%, plus the Applicable Margin. The Applicable Margin will be 11.00%. Upon the occurrence, and during the continuance, of an event of default, the Applicable Margin will be increased by 4.00% per annum. Effective September 30, 2014, VBIV entered into an amendment to the Facility extending the deadline of the milestone requirement for VBIV to enter into a licensing agreement with a global pharmaceuticals company with respect to the Thermostable LPV technology, on terms satisfactory to the Lender, from September 30, 2014 to December 31, 2014. The Facility otherwise remains in full force and effect without modification. | |||
As a condition to closing the Merger, VBIV also received $5,250,000 in cash invested by those investors or their designees who subscribed to purchase securities of Paulson on July 25, 2013 pursuant to the series of agreements described in the Current Report on Form 8-K/A filed with the SEC by Paulson on August 30, 2013. | |||
On closing the Merger and the Facility, VBIV issued to the lender warrants to purchase 699,281 common shares. The exercise price for the warrants is $2.145 which is equal to the price per share of VBIV common stock paid by investors in the July 2014 PIPE. As a condition of funding an additional $3 million advance, the Company must achieve certain operational milestones. If the additional $3 million is advanced, VBIV will issue to the lender warrants to purchase 699,281 shares of VBIV’s common stock at an exercise price equal to the 10-day volume weighted average price of the common stock reported by Bloomberg LP for the 10 trading days preceding the date of the advance. If the advance is less than the $3 million maximum draw amount, the warrants issued will be adjusted on a pro-rata basis. The Facility also includes standard exit and prepayment fees ranging from 0% to 5% depending on the amount of elapsed time post-closing. | |||
Immediately following the effective time of the Merger, VBIV issued 480,000 shares of Common Stock and paid $570,000 in cash to Evolution Venture Partners, LLC as compensation for advisory services rendered; 120,000 shares of Common Stock and paid $480,000 in cash to Middlebury Securities, LLC as compensation for placement agency and financial advisory services rendered; 341,731 shares of Common Stock and paid $367,500 in cash to Palladium Capital Advisors, LLC as compensation for placement agency services rendered; and 1,068,502 shares of Common Stock to Bezalel Partners, LLC as compensation for consulting services rendered. | |||
The shares of Common Stock issued in connection with the Merger are not 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 shareholders of the Company 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 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. | |||
Continuation of business and liquidity | |||
VBIV has not generated any product revenues and has incurred operating losses since inception. There is no assurance that profitable operations will ever be achieved, and if achieved, could be sustained on a continuing basis. In addition, development activities, clinical and preclinical testing, and commercialization of the Company’s product candidates will require significant additional financing. Our accumulated deficit as of September 30, 2014 was $65.9 million and we expect to incur substantial losses in future periods. The Company plans to finance future operations with a combination of proceeds from the issuance of equity securities, the issuance of additional debt, and revenues from potential collaborations, if any. The Company has not generated positive cash flows from operations, and there is no assurance that it will be successful in obtaining an adequate level of financing for the development and commercialization of our planned product candidates. | |||
On July 25, 2014, the Company completed the Merger and two rounds of private equity financing raising with total gross proceeds of $16.25 million and obtained the $6 million term loan Facility, as described above. The Company is in the process of commercializing novel vaccines and will need to successfully manage normal business and scientific risks. | |||
As of September 30, 2014, the Company had approximately $14.8 million of cash and working capital of $14.6 million. The Company will require significant additional funds to conduct clinical and non-clinical trials, achieve regulatory approvals, and, subject to such approvals, commercially launch its products. The Company has funded its operations to date, through the issuance of convertible preferred stock, the issuance of common stock, the issuance of secured convertible and other notes payable to certain stockholders and financial institutions, and funding received from government research and development grants. The Company’s long-term success and ability to continue as a going concern is dependent upon obtaining sufficient capital to fund the research and development of its products, to bring about their successful commercial release, to generate revenue and, ultimately, to attain profitable operations or alternatively advance the products and technology to such a point that an acquirer would find the Company attractive. The Company’s cash and cash balance as of September 30, 2014 along with net proceeds from the two rounds of private equity financing and the term loan Facility completed during the third quarter of 2014 are expected to be adequate to fund the Company’s operations into 2016. |
Note_2_Significant_Accounting_
Note 2 - Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
2. SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | |
The financial information for the Company included herein as of September 30, 2014 and December 31, 2013 and for the three- and nine-month periods ended September 30, 2014 and 2013 is unaudited. | |
The financial information as of December 31, 2013 is derived from the audited consolidated financial statements included in the definitive proxy statement on Schedule 14A, filed with the SEC on June 30, 2014. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. | |
The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are the responsibility of the Company’s management. These financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation of such financial statements have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the entire year. | |
Use of estimates | |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and use assumptions that affect reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates reflected in these consolidated financial statements include the estimated fair values of the Company’s common shares used in the valuation of the stock-based compensation, warrants, the long-term debt, investment tax credits, certain accruals, useful lives of intangibles and the valuation allowance recognized on the deferred tax assets. | |
Foreign currency translation | |
The functional currency of the Company is the U.S. dollar. Transactions in foreign currencies are translated at the rate of exchange in effect at the transaction date. Any monetary assets or liabilities denominated in foreign currencies are translated at the rate in effect at the balance sheet date, with the resulting foreign exchange gain or loss being recorded in the statement of operations. | |
The functional currency of VBI Cda is the Canadian dollar. The accounts of VBI Cda are translated from its functional currency to U.S. dollars using the current rate method. Any gain or loss arising from translation is recorded to other comprehensive loss. | |
The Company does not use derivative financial products for hedging or speculative purposes and, as a result, is exposed to currency fluctuations. The Company is subject to foreign currency exchange risk in the form of exposures to changes in currency exchange rates between the United States and Canada; however, it maintains cash in each home currency to minimize the exposure of these fluctuations. | |
Recent accounting pronouncements | |
In June 2014, the FASB issued “Development Stage Entities – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). ASU 2014-10 eliminates the concept of a development stage entity, thereby eliminating the financial reporting distinction between development stage entities and other reporting entities. As a result of the elimination, certain financial reporting disclosures have been eliminated as well, including the presentation of inception-to-date information and the labeling of financial statements as those of a development stage entity. ASU 2014-10 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption of this standard is permitted, and the Company adopted the guidance as of June 30, 2014. As a result of the adoption, the Company does not present inception-to-date information in the statements of operations, cash flows, and stockholders’ equity. | |
In May 2014, the FASB issued ASU 2014-9 “Revenue from Contracts with Customers (Topic 606).” This guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Company will adopt this standard in fiscal year 2017. This accounting guidance is not expected to have a material impact on the Company’s consolidated financial statements or financial statement disclosures. |
Note_3_Loss_Per_Share_of_Commo
Note 3 - Loss Per Share of Common Stock | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Earnings Per Share [Text Block] | ' | ||||||||
3. LOSS PER SHARE OF COMMON STOCK | |||||||||
Basic loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock, warrants and stock options, and unvested restricted stock, which would result in the issuance of incremental shares of common stock. In computing the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation. These potentially dilutive securities are more fully described in Note 6. | |||||||||
The following potentially dilutive securities outstanding at September 30, 2014 and 2013 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: | |||||||||
September 30, | September 30, | ||||||||
2014 | 2013 | ||||||||
Convertible preferred stock | 2,996,482 | 3,991,448 | |||||||
Warrants | 699,281 | 882,627 | |||||||
Stock options | 3,480,055 | 779,776 | |||||||
7,175,818 | 5,653,851 | ||||||||
Note_4_Fair_Value_Measurements
Note 4 - Fair Value Measurements | 9 Months Ended |
Sep. 30, 2014 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value Disclosures [Text Block] | ' |
4. FAIR VALUE MEASURMENTS | |
FASB accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. The accounting guidance outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. In determining fair value, we use quoted prices and observable inputs. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from independent sources. | |
The fair value hierarchy is broken down into three levels based on the source of inputs as follows: | |
Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities. | |
Level 2 — Valuations based on observable inputs and quoted prices in active markets for similar assets and liabilities. | |
Level 3 — Valuations based on inputs that are unobservable and models that are significant to the overall fair value measurement. |
Note_5_Related_Convertible_Not
Note 5 - Related Convertible Notes and Other Convertible Notes | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Convertible Debt [Abstract] | ' | |||||||||||||
Convertible Debt [Text Block] | ' | |||||||||||||
5. RELATED PARTY CONVERTIBLE NOTES AND OTHER CONVERTIBLE NOTES | ||||||||||||||
On March 10, 2014 VBI US issued secured convertible notes to existing and new unrelated investors in the aggregate principal amount and for total gross proceeds of $500,000 and $1,000,000, respectively, which bear interest at 5% per annum, except upon and during the continuation of an event of default the interest rate shall be 15% per annum. | ||||||||||||||
On July 25, 2014, the holders of the related party convertible notes issued prior to December 31, 2013 voluntarily converted all principal and accrued interest into Series A Preferred Shares of VBI US. Additionally, the holders of the convertible notes issued on March 10, 2014 converted into Common Stock of VBIV at a price per share of $0.36465 being 85% of the price paid for Common Stock as part of the $11 million private equity financing which closed concurrently with the Merger. | ||||||||||||||
VBI US related party convertible notes and other convertible notes consisted of the following: | ||||||||||||||
Date Issued | Share | Original Maturity Date | September 30, | December 31, | ||||||||||
Warrants | 2014 | 2013 | ||||||||||||
Issued | ||||||||||||||
Related party note holders: | ||||||||||||||
17-Nov-10 | 856,605 | 17-Aug-11 | $ | - | $ | 4,331,933 | ||||||||
3-Jun-11 | - | 17-Feb-12 | - | 3,500,000 | ||||||||||
14-Dec-11 | - | 30-Jun-12 | - | 1,100,000 | ||||||||||
9-Mar-12 | - | 30-Jun-12 | - | 1,100,000 | ||||||||||
20-Jun-12 | - | 30-Sep-12 | - | 1,200,000 | ||||||||||
24-Oct-12 | - | 31-Jan-13 | - | 1,200,000 | ||||||||||
22-Feb-13 | 26,022 | 31-Aug-13 | - | 750,000 | ||||||||||
10-Jun-13 | - | 31-Aug-13 | - | 750,000 | ||||||||||
26-Aug-13 | - | 31-Dec-13 | - | 250,000 | ||||||||||
30-Sep-13 | - | 31-Dec-13 | - | 750,000 | ||||||||||
11-Dec-13 | - | 31-Mar-14 | - | 625,000 | ||||||||||
Gross proceeds | - | 15,556,933 | ||||||||||||
Accrued interest to July 25, 2014 | - | 3,405,669 | ||||||||||||
$ | - | $ | 18,962,602 | |||||||||||
Maturity date in effect | Not applicable | 31-Mar-14 | ||||||||||||
Contemporaneously with the Merger, the share warrants issued above were automatically cancelled. |
Note_6_Stockholders_Deficiency
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||||||||||
6. STOCKHOLDERS’ DEFICIENCY AND ADDITIONAL PAID-IN CAPITAL | |||||||||||||||||
VBIV's authorized share capital consists of 200,000,000 voting common shares with a par value of $0.0001 and 30,000,000 preferred shares. | |||||||||||||||||
The preferred shares have been designated Series 1 Convertible Preferred Shares. The Series 1 Convertible Preferred Shares are convertible to common shares at any time at the option of the holder on a one-to-one basis. | |||||||||||||||||
Common Stock Split | |||||||||||||||||
On July 25, 2014, the Company effected 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 Placements of Common Stock | |||||||||||||||||
July 2013 PIPE | |||||||||||||||||
On July 25, 2013, VBIV entered into a series of agreements intended to secure investment in the Company of $5.25 million (the “Investment Funds”) with two external investors (collectively, the “Investors”). The investment was made in a private placement transaction (the “2013 PIPE Financing”) which was exempt from registration under the Securities Act, subject to satisfaction of certain conditions. On July 25, 2014, contemporaneously with the Merger, the transaction closed. The Investors received 1,964,974 common shares and 2,711,880 Series 1 Preferred shares. | |||||||||||||||||
January 2014 PIPE | |||||||||||||||||
On January 29, 2014, the Company closed the private sale of 100,000 shares of its Common Stock to six accredited investors at a price of $2.50 per share for gross proceeds of $250,000. The transaction is not reflected in the consolidated statement of stockholders’ equity due to the restatement of the information related to the merger. | |||||||||||||||||
July 2014 PIPE | |||||||||||||||||
On July 25, 2014, the Company closed the private sale of 5,128,061 shares of its Common Stock to three biotech venture capital fund investors and other institutional investors at a price of $2.145 per share for gross proceeds of $11,000,000. Total share issuance costs were $1.8 million including non-cash compensation. | |||||||||||||||||
Stock Option Plans | |||||||||||||||||
The Company’s stock option plans are approved by and administered by the Board and its Compensation Committee. The Board designates, in connection with recommendations from the Compensation Committee, eligible participants to be included under the plan, and designates the number of options, exercise price and vesting period of the new options. | |||||||||||||||||
1999 Stock Option Plan | |||||||||||||||||
The Company’s 1999 Stock Option Plan expired in September 2009. On July 25, 2014 the remaining 36,000 shares of Common Stock were cancelled and as a result there are no longer any common shares reserved for potential future issuance pursuant to this plan. At September 30, 2013, there were 42,700 stock options outstanding. | |||||||||||||||||
2006 VBI US Stock Option Plan | |||||||||||||||||
The 2006 VBI US Stock Option Plan (the “2006 Plan”), was approved by and was previously administered by the VBI US board of directors which designated eligible participants to be included under the plan, and designated the number of options, exercise price and vesting period of the new options. At September 30, 2014, the maximum number of stock options issuable under the plan was 2,724,909 of which 100,541 have been issued and exercised and 2,624,368 were assumed by the Company as part of the Merger as described in Note 1 and remain outstanding. The 2006 Plan is now administered by the Company’s Board, in connection with recommendations from the Compensation Committee. | |||||||||||||||||
On April 24, 2014, the Company granted 1,844,592 stock options to existing employees. The options began to vest on the closing of the Merger, which occurred on July 25, 2014. The options vest on a monthly basis over 48 months. The fair value of the options when granted from the 2006 Plan was estimated using the Black-Scholes option pricing model using the following assumptions: expected dividend 0%; risk-free interest rate of 1.51%; expected volatility of 84.35%; and a 10 year expected life. The expected volatility was determined using an average of a pool of six early-stage public pharmaceutical or biotechnology companies. | |||||||||||||||||
2013 Stock Incentive Plan | |||||||||||||||||
The 2013 Equity Incentive Plan (the “2013 Plan”) authorizes the reservation of 300,000 shares of 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 options to purchase shares of common stock at a purchase price equal to the closing price of stock on that date, subject 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. The transaction is not reflected in the consolidated statement of stockholders’ equity due to the restatement of the information related to the merger. | |||||||||||||||||
2014 Equity Incentive Plan | |||||||||||||||||
On May 1, 2014, the Board adopted the VBI Vaccines Inc. 2014 Equity Incentive Plan (the “2014 Plan”), an omnibus equity incentive plan pursuant to which the Company may grant equity and cash and equity-linked awards to certain directors, management, consultants and others in order to promote the success of the Company following the Merger by providing a means to offer incentives and to attract, motivate, retain and reward persons eligible to participate in the 2014 Plan. The 2014 Plan was approved by the Company’s shareholders on July 14, 2014. | |||||||||||||||||
The 2014 Plan reserves 815,688 shares of the Company’s common stock for issuance (the "Share Reserve"). On the first day of each fiscal year during the period beginning in fiscal year 2014, and ending on the second day of fiscal year 2024, the Share Reserve shall be increased by an amount equal to the lesser of (i) 1,200,000 shares of the Company’s common stock or the equivalent of such number of shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction; (ii) 5% of the number of outstanding shares of the Company’s common stock on such date; and (iii) an amount determined by the Board. | |||||||||||||||||
There were 20,001 restricted common shares issued and 164,000 options granted from the 2014 Plan in the three months ended September 30, 2014 (2013 – 0). | |||||||||||||||||
The maximum number of options issuable under the option plans is summarized in the following table: | |||||||||||||||||
Number of Options or Shares | |||||||||||||||||
Options | Shares | Available | Total | ||||||||||||||
Outstanding | Issued or | for Future | |||||||||||||||
Exercised | Grants | ||||||||||||||||
2006 VBI US Stock Option Plan | 2,624,368 | 100,541 | - | 2,724,909 | |||||||||||||
2013 Stock Incentive Plan | 60,000 | 240,000 | - | 300,000 | |||||||||||||
2014 Equity Incentive Plan | 164,000 | 20,001 | 631,687 | 815,688 | |||||||||||||
Total as at September 30, 2014 | 2,848,368 | 360,542 | 631,687 | 3,840,597 | |||||||||||||
All future stock option or share grants will be from the 2014 Plan. | |||||||||||||||||
As of September 30, 2014, no shares of Common Stock were available for issuance under the previously adopted 1999 Plan, 2006 Plan or the 2013 Plan (other than shares issuable upon the exercise of currently outstanding stock options). | |||||||||||||||||
The fair value of the options expected to vest is recognized as an expense on a straight-line basis over the vesting period. The total stock-based compensation expense recorded in the three and nine months ended September 30, 2014 and 2013 was as follows: | |||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Research and development | $ | 45,000 | $ | 9,250 | $ | 63,200 | $ | 27,750 | |||||||||
General and administrative | 212,000 | 24,500 | 218,600 | 73,500 | |||||||||||||
Total stock-based compensation expense | $ | 257,000 | $ | 33,750 | $ | 281,800 | $ | 101,250 | |||||||||
Warrants | |||||||||||||||||
The warrants issued on July 25, 2014, as part of the Facility described in Note 1, entitle the holders to purchase 699,281 common shares. The exercise price for the warrants is $2.145 which is equal to the price per share of the Company common stock paid by investors in the $11 million July 2014 PIPE described in Note 1. Assuming the funding of an additional $3 million advance under the Facility, which is contingent on the Company achieving certain operational milestones, the Company will issue to the lender warrants to purchase an additional 699,281 shares of the Company’s common stock at an exercise price equal to the 10-day volume weighted average price of the common stock reported by Bloomberg LP for the 10 trading days preceding the date of the advance. | |||||||||||||||||
All previously issued warrants by VBI US in 2010 and 2013 as described in Note 5 automatically expired on consummation of the Merger. As a result, the amount previously attributed to these warrants was reduced to zero and reclassified as additional paid-in capital during the period ended September 30, 2014. |
Note_7_Financial_Instruments
Note 7 - Financial Instruments | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Financial Instruments Disclosure [Text Block] | ' | ||||||||
7. FINANCIAL INSTRUMENTS | |||||||||
Financial instruments recognized in the balance sheet consist of cash, other receivables, funds held in escrow, accounts payable, related party convertible notes and other convertible notes. The Company believes that the carrying value of its current financial instruments approximates their fair values due to the short-term nature of these instruments. The Company does not hold or issue financial instruments for trading purposes and does not hold any derivative financial instruments. | |||||||||
At September 30, 2014 and December 31, 2013, the fair value of the secured convertible notes is estimated to be $0 and $14,623,772, respectively. At September 30, 2014 and December 31, 2013, the fair value of the long-term debt is estimated to be $2,867,445 and $0, respectively. | |||||||||
In determining the fair value of the secured convertible notes and the long-term debt, which are considered to be level 3 instruments, as of September 30, 2014 and December 31, 2013, the Company used the following assumptions: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Secured convertible notes: | |||||||||
Interest rate | N/A | 25% | |||||||
Expected time to payment in months | N/A | 3 | |||||||
Long-term debt: | |||||||||
Interest rate | 15% | N/A | |||||||
Expected time to payment in months | 34 | N/A | |||||||
Note_8_Contingencies
Note 8 - Contingencies | 9 Months Ended | ||
Sep. 30, 2014 | |||
Loss Contingency [Abstract] | ' | ||
Contingencies Disclosure [Text Block] | ' | ||
8. CONTINGENCIES | |||
The Company entered into two consulting agreements with non-affiliated parties on January 17 and 28, 2013, respectively, whereby the Company has agreed to pay each of the consultants performance bonuses ranging from $10,000 to $125,000 for the achievement of the following milestones for a novel vaccine: patent filing; regulatory approval of clinical testing; start of Phase II and III studies; regulatory approval; and reaching cumulative sales of $100 million. Furthermore, the Company is committed to grant each consultant stock options equal to $100,000 upon successfully closing a Series B financing. None of the milestones were achieved prior to the date these consolidated financial statements were issued. | |||
On July 18, 2011, as part of the ePixis asset acquisition, the Company entered into a Sale and Purchase Agreement where it is obligated to make the following milestone payments: | |||
● | EUR 101,720 upon successful technology transfer to a contract manufacturing organization; | ||
● | EUR 500,000 to EUR 1,000,000 upon first approval by the United States Food and Drug Administration; | ||
● | EUR 750,000 to EUR 1,500,000 upon reaching Cumulative Net Sales, as defined in the Sale and Purchase Agreement, of EUR 25,000,000, in the case of a sublicense the payments, are reduced by 50%; | ||
● | EUR 1,000,000 to EUR 2,000,000 upon reaching Cumulative Net Sales, as defined in the Sale and Purchase Agreement, of EUR 50,000,000 , in the case of a sublicense, the payments are reduced by 50%; and | ||
● | in the case of a sublicense only, EUR 500,000 to EUR 1,000,000 upon reaching Cumulative Net Sales, as defined in the Sale and Purchase Agreement, of EUR 75,000,000 and EUR 100,000,000 | ||
The events obliging the Company to make these payments have not yet occurred and the probability of them occurring is not determinable; consequently, no amounts are accrued in respect of these contingencies. |
Note_9_Commitments
Note 9 - Commitments | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Commitments Disclosure [Text Block] | ' | ||||||||
9. COMMITMENTS | |||||||||
Other than normal course vendor obligations, the following summarizes the Company’s significant contractual obligations are as follows for the years ended December 31: | |||||||||
Contractual obligations | |||||||||
Operating | Principal | ||||||||
leases for | payments on | ||||||||
lab and | credit facility | ||||||||
office space | and exit fee | ||||||||
2015 | $ | 271,285 | $ | 150,000 | |||||
2016 | 248,370 | 900,000 | |||||||
2017 | 300,857 | 2,010,000 | |||||||
2018 | 44,548 | - | |||||||
Total | $ | 865,060 | $ | 3,060,000 | |||||
Note_10_Subsequent_Events
Note 10 - Subsequent Events | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
10. SUBSEQUENT EVENTS | |
On October 2, 2014, the Company signed a consulting agreement with a consulting firm whereby, as compensation for services to be performed by the consultants, the Company issued an aggregate of 275,000 shares of the Company’s common stock on October 27, 2014. | |
On November 14, 2014, the Company and Bio Vaccines LP (“Bio Vaccines”) entered into an amended and restated leak-out agreement (the “Amended Leak-Out Agreement”) with substantially the same terms as the leak-out agreement between the Company and Bio Vaccines dated September 22, 2014 (the “Original Leak-Out”), with the following material modification: Bio Vaccines shall be permitted to effect one or more open market trades in blocks of no less than 50,000 shares of Common Stock (subject to adjustment for any stock splits or combinations, stock dividends, recapitalizations or similar events after the date hereof) at a price no less than $2.30 per share (subject to adjustment for any stock splits or combinations, stock dividends, recapitalizations or similar events after the date hereof) (“Public Block Trades”) provided that such Public Block Trades shall otherwise be subject to the terms of the Amended Leak-Out Agreement and shall be considered a sale by Bio Vaccines in any calculation of the Sale Limit or Cumulative Unsold Amount (each as defined in the Amended Leak-Out Agreement). |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Accounting, Policy [Policy Text Block] | ' |
Basis of presentation | |
The financial information for the Company included herein as of September 30, 2014 and December 31, 2013 and for the three- and nine-month periods ended September 30, 2014 and 2013 is unaudited. | |
The financial information as of December 31, 2013 is derived from the audited consolidated financial statements included in the definitive proxy statement on Schedule 14A, filed with the SEC on June 30, 2014. The interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. | |
The unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and are the responsibility of the Company’s management. These financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation of such financial statements have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the entire year. | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of estimates | |
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and use assumptions that affect reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates reflected in these consolidated financial statements include the estimated fair values of the Company’s common shares used in the valuation of the stock-based compensation, warrants, the long-term debt, investment tax credits, certain accruals, useful lives of intangibles and the valuation allowance recognized on the deferred tax assets. | |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | ' |
Foreign currency translation | |
The functional currency of the Company is the U.S. dollar. Transactions in foreign currencies are translated at the rate of exchange in effect at the transaction date. Any monetary assets or liabilities denominated in foreign currencies are translated at the rate in effect at the balance sheet date, with the resulting foreign exchange gain or loss being recorded in the statement of operations. | |
The functional currency of VBI Cda is the Canadian dollar. The accounts of VBI Cda are translated from its functional currency to U.S. dollars using the current rate method. Any gain or loss arising from translation is recorded to other comprehensive loss. | |
The Company does not use derivative financial products for hedging or speculative purposes and, as a result, is exposed to currency fluctuations. The Company is subject to foreign currency exchange risk in the form of exposures to changes in currency exchange rates between the United States and Canada; however, it maintains cash in each home currency to minimize the exposure of these fluctuations. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recent accounting pronouncements | |
In June 2014, the FASB issued “Development Stage Entities – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation” (“ASU 2014-10”). ASU 2014-10 eliminates the concept of a development stage entity, thereby eliminating the financial reporting distinction between development stage entities and other reporting entities. As a result of the elimination, certain financial reporting disclosures have been eliminated as well, including the presentation of inception-to-date information and the labeling of financial statements as those of a development stage entity. ASU 2014-10 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. Early adoption of this standard is permitted, and the Company adopted the guidance as of June 30, 2014. As a result of the adoption, the Company does not present inception-to-date information in the statements of operations, cash flows, and stockholders’ equity. | |
In May 2014, the FASB issued ASU 2014-9 “Revenue from Contracts with Customers (Topic 606).” This guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Company will adopt this standard in fiscal year 2017. This accounting guidance is not expected to have a material impact on the Company’s consolidated financial statements or financial statement disclosures. |
Note_3_Loss_Per_Share_of_Commo1
Note 3 - Loss Per Share of Common Stock (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||||
September 30, | September 30, | ||||||||
2014 | 2013 | ||||||||
Convertible preferred stock | 2,996,482 | 3,991,448 | |||||||
Warrants | 699,281 | 882,627 | |||||||
Stock options | 3,480,055 | 779,776 | |||||||
7,175,818 | 5,653,851 |
Note_5_Related_Convertible_Not1
Note 5 - Related Convertible Notes and Other Convertible Notes (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Convertible Debt [Abstract] | ' | |||||||||||||
Convertible Debt [Table Text Block] | ' | |||||||||||||
Date Issued | Share | Original Maturity Date | September 30, | December 31, | ||||||||||
Warrants | 2014 | 2013 | ||||||||||||
Issued | ||||||||||||||
Related party note holders: | ||||||||||||||
17-Nov-10 | 856,605 | 17-Aug-11 | $ | - | $ | 4,331,933 | ||||||||
3-Jun-11 | - | 17-Feb-12 | - | 3,500,000 | ||||||||||
14-Dec-11 | - | 30-Jun-12 | - | 1,100,000 | ||||||||||
9-Mar-12 | - | 30-Jun-12 | - | 1,100,000 | ||||||||||
20-Jun-12 | - | 30-Sep-12 | - | 1,200,000 | ||||||||||
24-Oct-12 | - | 31-Jan-13 | - | 1,200,000 | ||||||||||
22-Feb-13 | 26,022 | 31-Aug-13 | - | 750,000 | ||||||||||
10-Jun-13 | - | 31-Aug-13 | - | 750,000 | ||||||||||
26-Aug-13 | - | 31-Dec-13 | - | 250,000 | ||||||||||
30-Sep-13 | - | 31-Dec-13 | - | 750,000 | ||||||||||
11-Dec-13 | - | 31-Mar-14 | - | 625,000 | ||||||||||
Gross proceeds | - | 15,556,933 | ||||||||||||
Accrued interest to July 25, 2014 | - | 3,405,669 | ||||||||||||
$ | - | $ | 18,962,602 | |||||||||||
Maturity date in effect | Not applicable | 31-Mar-14 |
Note_6_Stockholders_Deficiency1
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
Number of Options or Shares | |||||||||||||||||
Options | Shares | Available | Total | ||||||||||||||
Outstanding | Issued or | for Future | |||||||||||||||
Exercised | Grants | ||||||||||||||||
2006 VBI US Stock Option Plan | 2,624,368 | 100,541 | - | 2,724,909 | |||||||||||||
2013 Stock Incentive Plan | 60,000 | 240,000 | - | 300,000 | |||||||||||||
2014 Equity Incentive Plan | 164,000 | 20,001 | 631,687 | 815,688 | |||||||||||||
Total as at September 30, 2014 | 2,848,368 | 360,542 | 631,687 | 3,840,597 | |||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | ' | ||||||||||||||||
Three Months Ended September 30 | Nine Months Ended September 30 | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Research and development | $ | 45,000 | $ | 9,250 | $ | 63,200 | $ | 27,750 | |||||||||
General and administrative | 212,000 | 24,500 | 218,600 | 73,500 | |||||||||||||
Total stock-based compensation expense | $ | 257,000 | $ | 33,750 | $ | 281,800 | $ | 101,250 |
Note_7_Financial_Instruments_T
Note 7 - Financial Instruments (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Table Text Block] | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Secured convertible notes: | |||||||||
Interest rate | N/A | 25% | |||||||
Expected time to payment in months | N/A | 3 | |||||||
Long-term debt: | |||||||||
Interest rate | 15% | N/A | |||||||
Expected time to payment in months | 34 | N/A |
Note_9_Commitments_Tables
Note 9 - Commitments (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | ' | ||||||||
Contractual obligations | |||||||||
Operating | Principal | ||||||||
leases for | payments on | ||||||||
lab and | credit facility | ||||||||
office space | and exit fee | ||||||||
2015 | $ | 271,285 | $ | 150,000 | |||||
2016 | 248,370 | 900,000 | |||||||
2017 | 300,857 | 2,010,000 | |||||||
2018 | 44,548 | - | |||||||
Total | $ | 865,060 | $ | 3,060,000 |
Note_1_Nature_of_Business_and_1
Note 1 - Nature of Business and Continuation of Business (Details) (USD $) | 1 Months Ended | 9 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||||||||||||||
Jul. 25, 2014 | Sep. 30, 2014 | Aug. 08, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 25, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 25, 2014 | Jul. 25, 2014 | |
Investors [Member] | Common Stock [Member] | Common Stock [Member] | Warrant [Member] | Certain Operational Milestone [Member] | Reverse Stock Split [Member] | Merger [Member] | Paulson Capital Corp [Member] | London Interbank Offered Rate (LIBOR) [Member] | Facility Annual Rate [Member] | Applicable Margin [Member] | Event of Default [Member] | Maximum [Member] | Minimum [Member] | Converted Entity [Member] | Evolution Venture Partners, LLC [Member] | Middlebury Securities, LLC [Member] | Palladium Capital Advisors, LLC [Member] | Bezalel Partners, LLC [Member] | DTA Investments, LLC [Member] | July 2014 PIPE [Member] | Two Rounds of Equity Financing [Member] | |||||||
Certain Operational Milestone [Member] | Maximum [Member] | DTA Investments, LLC [Member] | ||||||||||||||||||||||||||
Note 1 - Nature of Business and Continuation of Business (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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Acquisitions (in Shares) | ' | ' | ' | ' | ' | ' | ' | 3,466,093 | ' | ' | ' | ' | 8,554,535 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Equity Interest Issued, Percent of Shares of Common Stock on Fully Diluted Basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | ' | ' | ' | ' | ' | ' | $5,250,000 | ' | ' | ' | ' | ' | ' | $5,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred | 7,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,000,000 | ' |
Line of Credit Facility, Maximum Borrowing Capacity | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Line of Credit | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Interest Rate During Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 1.00% | 11.00% | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | 699,281 | ' | 699,281 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $2.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Other Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Commitment Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services (in Shares) | ' | ' | ' | ' | ' | ' | ' | 20,001 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 480,000 | 120,000 | 341,731 | 1,068,502 | ' | ' | ' |
Professional Fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 570,000 | 480,000 | 367,500 | ' | ' | ' | ' |
Retained Earnings (Accumulated Deficit) | ' | -65,870,494 | ' | -50,315,581 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance or Sale of Equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,250,000 |
Cash | ' | 14,797,616 | ' | 624,419 | 764,740 | 615,512 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,800,000 | ' | ' |
Working Capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $14,600,000 | ' | ' | ' | ' | ' | ' | ' |
Note_3_Loss_Per_Share_of_Commo2
Note 3 - Loss Per Share of Common Stock (Details) - Potentially Dilutive Securities Outstanding | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Dilutive securities | 7,175,818 | 5,653,851 |
Convertible Debt Securities [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Dilutive securities | 2,996,482 | 3,991,448 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Dilutive securities | 699,281 | 882,627 |
Equity Option [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Dilutive securities | 3,480,055 | 779,776 |
Note_5_Related_Convertible_Not2
Note 5 - Related Convertible Notes and Other Convertible Notes (Details) (USD $) | 9 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2013 | Jul. 25, 2014 | Sep. 30, 2014 | Jul. 25, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | Jul. 25, 2014 | Mar. 10, 2014 | Mar. 10, 2014 | |
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Event of Default [Member] | Convertible Debt [Member] | July 2014 PIPE [Member] | Existing Unrelated Investors [Member] | New Unrelated Investors [Member] | |||
Convertible Debt [Member] | Convertible Debt [Member] | |||||||||
Note 5 - Related Convertible Notes and Other Convertible Notes (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Convertible Debt | $1,500,000 | $2,500,000 | ' | ' | ' | ' | ' | ' | $500,000 | $1,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | 15.00% | 5.00% | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | $0.36 | ' | ' | ' | ' | ' |
Percentage of Share Price at Conversion | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | $9,213,035 | ' | ' | $513 | ' | ' | ' | $11,000,000 | ' | ' |
Note_5_Related_Convertible_Not3
Note 5 - Related Convertible Notes and Other Convertible Notes (Details) - Summary of VBI US Convertible Notes (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Related party note holders: | ' | ' |
Convertible Notes | ' | $15,556,933 |
Accrued interest to July 25, 2014 | ' | 3,405,669 |
' | 18,962,602 | |
Maturity date in effect | ' | 'March 31, 2014 |
Issued on November 17, 2010 [Member] | ' | ' |
Related party note holders: | ' | ' |
Share Warrants Issued (in Shares) | 856,605 | ' |
Original Maturity Date | 17-Aug-11 | ' |
Convertible Notes | ' | 4,331,933 |
Issued on June 3, 2011 [Member] | ' | ' |
Related party note holders: | ' | ' |
Original Maturity Date | 17-Feb-12 | ' |
Convertible Notes | ' | 3,500,000 |
Issued on December 14, 2011 [Member] | ' | ' |
Related party note holders: | ' | ' |
Original Maturity Date | 30-Jun-12 | ' |
Convertible Notes | ' | 1,100,000 |
Issued on March 9, 2012 [Member] | ' | ' |
Related party note holders: | ' | ' |
Original Maturity Date | 30-Jun-12 | ' |
Convertible Notes | ' | 1,100,000 |
Issued on June 20, 2012 [Member] | ' | ' |
Related party note holders: | ' | ' |
Original Maturity Date | 30-Sep-12 | ' |
Convertible Notes | ' | 1,200,000 |
Issued on October 24, 2012 [Member] | ' | ' |
Related party note holders: | ' | ' |
Original Maturity Date | 31-Jan-13 | ' |
Convertible Notes | ' | 1,200,000 |
Issued on February 22, 2013 [Member] | ' | ' |
Related party note holders: | ' | ' |
Share Warrants Issued (in Shares) | 26,022 | ' |
Original Maturity Date | 31-Aug-13 | ' |
Convertible Notes | ' | 750,000 |
Issued on June 10, 2013 [Member] | ' | ' |
Related party note holders: | ' | ' |
Original Maturity Date | 31-Aug-13 | ' |
Convertible Notes | ' | 750,000 |
Issued on August 26, 2013 [Member] | ' | ' |
Related party note holders: | ' | ' |
Original Maturity Date | 31-Dec-13 | ' |
Convertible Notes | ' | 250,000 |
Issued on September 30, 2013 [Member] | ' | ' |
Related party note holders: | ' | ' |
Original Maturity Date | 31-Dec-13 | ' |
Convertible Notes | ' | 750,000 |
Issued on December 11, 2013 [Member] | ' | ' |
Related party note holders: | ' | ' |
Original Maturity Date | 31-Mar-14 | ' |
Convertible Notes | ' | $625,000 |
Note_6_Stockholders_Deficiency2
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 9 Months Ended | 3 Months Ended | 3 Months Ended | 59 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | |||||||||||||
Jul. 25, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Jul. 25, 2013 | Sep. 30, 2014 | Apr. 10, 2014 | Mar. 19, 2014 | Jan. 29, 2014 | Jan. 29, 2014 | Sep. 30, 2014 | Jul. 25, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Jul. 25, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Apr. 24, 2014 | Sep. 30, 2014 | Jun. 19, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 25, 2013 | Jul. 25, 2013 | Jul. 25, 2014 | |
Series 1 Preferred Shares [Member] | Issued by VBI US [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Warrant [Member] | Certain Operational Milestone [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Increase Event [Member] | Certain Operational Milestone [Member] | 1999 Stock Option Plan [Member] | 1999 Stock Option Plan [Member] | 2006 VBI US Stock Option Plan [Member] | 2006 VBI US Stock Option Plan [Member] | 2006 VBI US Stock Option Plan [Member] | 2013 Equity Incentive Plan [Member] | 2013 Equity Incentive Plan [Member] | 2014 Equity Incentive Plan [Member] | 2014 Equity Incentive Plan [Member] | July 2013 PIPE [Member] | 2013 Equity Incentive Plan [Member] | July 2014 PIPE [Member] | |||||
2013 Equity Incentive Plan [Member] | 2013 Equity Incentive Plan [Member] | 2013 Equity Incentive Plan [Member] | January 2014 PIPE [Member] | Certain Operational Milestone [Member] | 2014 Equity Incentive Plan [Member] | 2014 Equity Incentive Plan [Member] | 2014 Equity Incentive Plan [Member] | VBI US [Member] | ||||||||||||||||||||||
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | ' | 200,000,000 | 200,000,000 | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | ' | 30,000,000 | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues (in Dollars) | ' | ' | $9,213,035 | ' | ' | ' | ' | ' | ' | ' | $513 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,250,000 | ' | $11,000,000 |
Stock Issued During Period, Shares, New Issues | 5,128,061 | ' | ' | ' | 2,711,880 | ' | ' | ' | 100,000 | ' | 5,128,061 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,964,974 | ' |
Share Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.15 |
Proceeds from Issuance of Common Stock (in Dollars) | ' | ' | 15,214,561 | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of Stock Issuance Costs (in Dollars) | ' | ' | 796,247 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,800,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | ' | 2,848,368 | 2,848,368 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,700 | ' | ' | 2,624,368 | ' | 60,000 | 164,000 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | 3,840,597 | 3,840,597 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,724,909 | ' | 2,724,909 | 300,000 | 300,000 | 815,688 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | ' | 360,542 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,541 | ' | 100,541 | ' | 240,000 | 20,001 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,844,592 | ' | 60,000 | ' | 164,000 | 0 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.51% | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 84.35% | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | ' | ' | ' | ' | ' | ' | 36,000 | 204,000 | ' | ' | ' | ' | ' | ' | 20,001 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Additional Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 699,281 | ' | ' | ' | ' | ' | 699,281 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $2.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $699,281 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Other Equity (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Outstanding | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_6_Stockholders_Deficiency3
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Options Issuable under the Option Plans | 3 Months Ended | |
Sep. 30, 2014 | Jun. 19, 2013 | |
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Options Issuable under the Option Plans [Line Items] | ' | ' |
Options Outstanding | 2,848,368 | ' |
Shares Issued or Exercised | 360,542 | ' |
Available for Future Grants | 631,687 | ' |
Total | 3,840,597 | ' |
2006 VBI US Stock Option Plan [Member] | ' | ' |
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Options Issuable under the Option Plans [Line Items] | ' | ' |
Options Outstanding | 2,624,368 | ' |
Shares Issued or Exercised | 100,541 | ' |
Total | 2,724,909 | ' |
2013 Equity Incentive Plan [Member] | ' | ' |
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Options Issuable under the Option Plans [Line Items] | ' | ' |
Options Outstanding | 60,000 | ' |
Shares Issued or Exercised | 240,000 | ' |
Total | 300,000 | 300,000 |
2014 Equity Incentive Plan [Member] | ' | ' |
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Options Issuable under the Option Plans [Line Items] | ' | ' |
Options Outstanding | 164,000 | ' |
Shares Issued or Exercised | 20,001 | ' |
Available for Future Grants | 631,687 | ' |
Total | 815,688 | ' |
Note_6_Stockholders_Deficiency4
Note 6 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Stock-Based Compensation Expense (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $257,000 | $33,750 | $281,800 | $101,250 |
Research and Development Expense [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 45,000 | 9,250 | 63,200 | 27,750 |
General and Administrative Expense [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $212,000 | $24,500 | $218,600 | $73,500 |
Note_7_Financial_Instruments_D
Note 7 - Financial Instruments (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Disclosure Text Block Supplement [Abstract] | ' | ' |
Convertible Debt, Fair Value Disclosures | $0 | $14,623,772 |
Long-term Debt, Fair Value | $2,867,445 | $0 |
Note_7_Financial_Instruments_D1
Note 7 - Financial Instruments (Details) - Fair Value Assumptions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Secured Convertible Notes [Member] | ' | ' |
Secured convertible notes: | ' | ' |
Interest rate | ' | 25.00% |
Expected time to payment in months | ' | '3 months |
Long-term Debt [Member] | ' | ' |
Secured convertible notes: | ' | ' |
Interest rate | 15.00% | ' |
Expected time to payment in months | '34 months | ' |
Note_8_Contingencies_Details
Note 8 - Contingencies (Details) | Jan. 28, 2013 | Jan. 28, 2013 | Jan. 28, 2013 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jan. 28, 2013 |
Performance Bonus [Member] | Performance Bonus [Member] | Closing Series B Financing [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Certain Operational Milestone [Member] | |
Minimum [Member] | Maximum [Member] | USD ($) | Technology Transfer [Member] | USFDA Approval [Member] | USFDA Approval [Member] | Cumulative Net Sales 1 [Member] | Cumulative Net Sales 1 [Member] | Cumulative Net Sales 1 [Member] | Cumulative Net Sales 2 [Member] | Cumulative Net Sales 2 [Member] | Cumulative Net Sales 2 [Member] | Sublicense Only [Member] | Sublicense Only [Member] | USD ($) | |
USD ($) | USD ($) | EUR (€) | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | EUR (€) | Minimum [Member] | Maximum [Member] | EUR (€) | Minimum [Member] | Maximum [Member] | |||
EUR (€) | EUR (€) | EUR (€) | EUR (€) | EUR (€) | EUR (€) | EUR (€) | EUR (€) | ||||||||
Note 8 - Contingencies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Commitment | $10,000 | $125,000 | $100,000 | € 101,720 | € 500,000 | € 1,000,000 | € 750,000 | € 1,500,000 | ' | € 1,000,000 | € 2,000,000 | ' | € 500,000 | € 1,000,000 | ' |
Future Cumulative Sales | ' | ' | ' | ' | ' | ' | ' | ' | € 25,000,000 | ' | ' | € 50,000,000 | € 75,000,000 | € 100,000,000 | $100,000,000 |
Percent of Payment Reduced | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | 50.00% | ' | ' | ' |
Note_9_Commitments_Details_Sig
Note 9 - Commitments (Details) - Significant Contratual Obligations (USD $) | Dec. 31, 2008 |
Note 9 - Commitments (Details) - Significant Contratual Obligations [Line Items] | ' |
2015 | $271,285 |
2016 | 248,370 |
2017 | 300,857 |
2018 | 44,548 |
Total | 865,060 |
Line of Credit [Member] | ' |
Note 9 - Commitments (Details) - Significant Contratual Obligations [Line Items] | ' |
2015 | 150,000 |
2016 | 900,000 |
2017 | 2,010,000 |
Total | $3,060,000 |
Note_10_Subsequent_Events_Deta
Note 10 - Subsequent Events (Details) (Subsequent Event [Member], USD $) | 0 Months Ended | 1 Months Ended |
Nov. 14, 2014 | Oct. 27, 2014 | |
Bio Vaccines [Member] | ||
Note 10 - Subsequent Events (Details) [Line Items] | ' | ' |
Stock Issued During Period, Shares, Issued for Services | ' | 275,000 |
Minimum Number of Common Shares Tradable in Single Transaction from Leak-Out Agreement | 50,000 | ' |
Minimum Price per Common Share Tradable in Single Transaction from Leak-Out Agreement (in Dollars per share) | $2.30 | ' |