Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 19, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | VBI VACCINES INC. | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | -19 | ||
Entity Common Stock, Shares Outstanding | 20,012,760 | ||
Entity Public Float | $43,664,242 | ||
Amendment Flag | FALSE | ||
Entity Central Index Key | 704159 | ||
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 | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ||
Cash and cash equivalents | $12,604,273 | $624,419 |
Prepaid expenses and deposits | 400,827 | 107,433 |
Government receivables | 33,590 | 56,662 |
13,172,386 | 915,044 | |
FUNDS HELD IN ESCROW | 777,746 | |
DEFERRED FINANCING COSTS, NET | 395,184 | |
PROPERTY AND EQUIPMENT, NET | 106,500 | 30,132 |
INTANGIBLES, NET | 380,148 | 519,403 |
14,054,218 | 2,242,325 | |
CURRENT LIABILITIES | ||
Accounts payable | 650,142 | 237,889 |
Accrued liabilities | 568,535 | 268,828 |
Related party convertible notes | 18,962,602 | |
Current portion of long-term debt | 375,000 | |
1,593,677 | 19,469,319 | |
LONG-TERM DEBT, NET | 1,770,374 | |
3,364,051 | 19,469,319 | |
COMMITMENTS AND CONTIGENCIES (NOTE 15 and 16) | ||
STOCKHOLDERS' EQUITY (DEFICIENCY) | ||
Common stock (authorized 200,000,000; issued 20,012,760; par value $0.0001) (2013 - issued 1,171,892) | 2,002 | 117 |
Convertible preferred stock (authorized 30,000,000; issued 2,996,482; par value $0.0001) (2013 - issued nil) | 299 | |
Warrants | 1,027,000 | |
Additional paid-in capital | 79,098,591 | 33,088,470 |
Accumulated other comprehensive income (loss) | 67,513 | |
Accumulated deficit | -69,505,238 | -50,315,581 |
10,690,167 | -17,226,994 | |
14,054,218 | 2,242,325 | |
Investment Tax Credit Carryforward [Member] | ||
CURRENT ASSETS | ||
Investment tax credits receivable | $133,696 | $126,530 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Dec. 31, 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 | 20,012,760 | 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_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Expenses | ||
Research and development | $3,176,990 | $1,435,042 |
General and administration | 9,985,946 | 2,164,519 |
Net loss from operations | -13,162,936 | -3,599,561 |
Interest expense | -957,835 | -1,568,041 |
Foreign exchange loss | -117,634 | -284,267 |
Accretion of debt discount | -172,374 | |
Interest income | 2,970 | |
NET LOSS | -14,407,809 | -5,451,869 |
Currency translation adjustment | -67,513 | 263,345 |
COMPREHENSIVE LOSS | ($14,475,322) | ($5,188,524) |
Loss per share of common stock, basic and diluted (in Dollars per share) | ($1.55) | ($4.65) |
Weighted-average number of common shares outstanding, basic and diluted (in Shares) | 9,321,273 | 1,171,892 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficiency) (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 | 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 | 30 | 3,321,382 | 739,470 | 3,321,537 | 739,500 | |||||||||||||
Common shares issued for services (in Shares) | 461,731 | 1,548,502 | 20,001 | |||||||||||||||||||
Other comprehensive loss | 67,513 | 67,513 | ||||||||||||||||||||
Warrants issued with long-term debt | 1,027,000 | 1,027,000 | ||||||||||||||||||||
Warrants issued with long-term debt (in Shares) | 699,281 | |||||||||||||||||||||
Stock-based compensation | 429,410 | 429,410 | ||||||||||||||||||||
Net loss | -14,407,809 | -14,407,809 | ||||||||||||||||||||
Stockholders' equity at Dec. 31, 2014 | $2,002 | $299 | $1,027,000 | $79,098,591 | $67,513 | ($69,505,238) | $10,690,167 | |||||||||||||||
Shares, outstanding (in Shares) at Dec. 31, 2014 | 20,012,760 | 2,996,482 | 699,281 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING | ||
Net loss | ($14,407,809) | ($5,451,869) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization of property and equipment and intangibles | 115,641 | 139,661 |
Amortization of deferred financing costs | 210,249 | |
Stock-based compensation expense | 429,410 | 135,000 |
Accretion of debt discount | 172,374 | |
Interest accrued on convertible notes | 812,832 | 1,564,186 |
Unrealized foreign exchange valuation | 260,877 | |
Stock-based compensation for services | 739,500 | |
Stock-based merger transaction costs | 3,321,537 | |
Net change in operating working capital items | 434,472 | 382,932 |
-8,171,794 | -2,969,213 | |
INVESTING | ||
Funds held in escrow | 777,746 | -102,982 |
Acquisition of property and equipment | -112,328 | -4,822 |
Acquisition of intangibles | -18,186 | |
647,232 | -107,804 | |
FINANCING | ||
Issuance of common shares from exercise of stock options | 1 | |
Proceeds from issuance of common shares for cash | 15,214,561 | |
Proceeds from issuance of preferred shares for cash | 1,035,135 | |
Issuance of warrants | 1,061 | |
Share issue costs | -796,247 | |
Proceeds from convertible notes | 1,500,000 | 3,125,000 |
Financing costs on notes converted to shares | -134,088 | |
Proceeds from term loan facility | 3,000,000 | |
Financing costs of term loan facility | -471,345 | |
Repayment of long-term debt | -42,605 | |
19,348,017 | 3,083,456 | |
Effect of exchange rate changes on cash and cash equivalents | 156,399 | 2,468 |
CHANGE IN CASH AND CASH EQUIVALENTS FOR THE YEAR | 11,979,854 | 8,907 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 624,419 | 615,512 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 12,604,273 | 624,419 |
Supplementary information: | ||
Interest paid | 145,000 | |
Non-cash investing and financing: | ||
Debt discount on long-term debt | 1,027,000 | |
Common Stock [Member] | ||
Non-cash investing and financing: | ||
Issuance of stock | 20,765,988 | |
Preferred Stock [Member] | ||
Non-cash investing and financing: | ||
Issuance of stock | 520,572 | |
Compensation for Services [Member] | ||
Non-cash investing and financing: | ||
Issuance of common stock in connection with services | $654,500 |
Note_1_Nature_of_Business_and_
Note 1 - Nature of Business and Continuation of Business | 12 Months Ended | ||
Dec. 31, 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 (the “Company” or VBI”), 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. VBI, its wholly-owned subsidiary, Variation Biotechnologies (US), Inc. (“VBI US”) and Variation Biotechnologies, Inc. (“VBI Cda”) 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, during 2015, to prepare several batches of vaccine for a toxicology trial, for a proposed Phase I clinical trial and for other regulatory purposes. The Company does not expect to advance its first product candidate into Phase I clinical trials prior to the fourth quarter of 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. | |||
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, the Company’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 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 US’s common stock and preferred stock; and | ||
● | each outstanding option to purchase a share of 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 the Company’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, the Company issued 8,554,535 shares of common stock to the shareholders of VBI US representing 71% of the Company’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, the Company 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, The Company entered into an amendment to the Facility extending the deadline of the milestone requirement for the Company 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. Effective March 19, 2015 the Company entered into a second amendment to the Facility, again extending the deadline of the milestone requirement from December 31, 2014 to April 30, 2015. The Facility otherwise remains in full force and effect without modification. | |||
As a condition to closing the Merger, the Company 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, the Company 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 the Company’s 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, the Company will issue to the lender warrants to purchase 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. 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, the Company 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 | |||
The Company 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 December 31, 2014 was $69.5 million and we expect to incur substantial losses in future periods. The Company plans to finance future operations with a combination of existing cash reserves, 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 total gross proceeds of $16.25 million and obtained $3 million of a $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 December 31, 2014, the Company had approximately $12.6 million of cash and working capital of $11.6 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 equivalents balance as of December 31, 2014 is expected to be adequate to fund the Company’s operations into 2016. |
Note_2_Significant_Accounting_
Note 2 - Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Significant Accounting Policies [Text Block] | 2. SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | ||
The consolidated financial statements and notes are prepared in conformity with accounting principles generally accepted in the United States of America and include the following significant accounting policies: | ||
Principles of consolidation | ||
The consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiaries, VBI US and VBI Cda. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
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. | ||
Certain Risks and Uncertainties | ||
Our results of operations are subject to foreign currency exchange rate fluctuations primarily due to our activity in Canada. We report the results of our operations in U.S. dollars, while the functional currency of our foreign subsidiaries is the Canadian dollar. | ||
The Company reviews its foreign currency risk periodically to determine whether it needs to explore hedging options to mitigate such risk. Financial instruments which potentially subject us to concentrations of credit risk consist of amounts due to vendors or intercompany balances. To-date foreign exchange related gains and losses have largely been related to intercompany balances. The Company has not experienced any significant credit losses to date as a result of credit risk concentration and does not consider an allowance for doubtful accounts to be necessary. | ||
Additionally, see the Segment and Geographic Concentrations note below, for further concentration disclosure. | ||
Cash and cash equivalents | ||
Cash and cash equivalents include cash on account and short-term investments with original maturities of three months or less and are stated at cost, which approximates fair value. | ||
Deferred financing costs | ||
The Company has recorded deferred financing costs as a result of fees incurred in conjunction with its debt financing activities. These costs are amortized using the effective interest method over the term of the related debt. The amortization of deferred financing costs is included in the general and administration expenses in the accompanying Consolidated Statements of Comprehensive Loss. | ||
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. | ||
Research and development | ||
Research and development expense consists of expenses incurred in developing and testing vaccine candidates. These expenses consist primarily of salaries and related expenses for personnel, fees paid to professional service providers in conjunction with costs of contract manufacturing services, costs of materials used in research and development and amortization of capital assets used to develop products. | ||
Research and development costs, including those incurred and supported with government grants, are expensed as incurred and included under such caption in the accompanying Consolidated Statements of Comprehensive Loss. | ||
Certain research and development activities are partially funded with government grants, which are netted against the research and development costs under such caption in the accompanying Consolidated Statements of Comprehensive Loss. | ||
Property and equipment and Intangibles | ||
Property and equipment and intangibles are recorded at cost. Amortization is provided using the straight-line method over the estimated lives of the related assets as follows: | ||
Property and equipment: | ||
Research equipment (in years) | 5-Mar | |
Office equipment (in years) | 5 | |
Computer equipment and software (in years) | 2 | |
Leasehold improvements | Shorter of useful life or term of the lease | |
Intangibles: | ||
Patents (in years) | remaining life of patents – 3 - 9 | |
The Company tests the recoverability of long-lived assets whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company records an impairment loss in the period when it is determined that the carrying amount of the asset may not be recoverable. | ||
Income taxes | ||
The Company recognizes income taxes on an accrual basis based on tax positions taken or expected to be taken in its tax returns. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. Should they occur, the Company's policy is to classify interest and penalties related to tax positions as income tax expense. Since the Company's inception, no such interest or penalties have been incurred. | ||
Government assistance | ||
Government assistance is recorded as a reduction of the related expense. The benefits are recognized when the Company has complied with the terms and conditions of the approved government assistance program provided there is reasonable assurance of realization. | ||
Investment tax credits | ||
VBI is eligible to receive certain refundable investment tax credits, which are earned as a result of qualifying research and development expenditures and are recognized when the expenditures are made and their realization is reasonably assured. They are applied to reduce related capital cost and research and development expense in the year recognized. | ||
The Company’s claim for Scientific Research and Experimental Development (SR&ED) deductions and related investment tax credits for income tax purposes are based upon management’s interpretation of the applicable legislation in the Income Tax Act (Canada). These amounts are subject to review and acceptance by the Canada Revenue Agency and may be subject to adjustment. | ||
Stock-based compensation | ||
The Company recognizes an expense related to the fair value of stock-based compensation awards. | ||
For service-based options, the Company recognizes compensation on a straight-line basis over the requisite service period of the award. For stock based compensation for services, the Company recognizes the cost when the services have been rendered. The cost is based on the fair value of the common shares determined using the closing pricing on the effective date of the issuance. | ||
Segments and Geographic Concentration | ||
The Company considers its operations to be a single operating segment 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. Financial results of this reportable segment are presented in the accompanying consolidated financial statements. | ||
Capital stock | ||
Capital stock is recorded at the net proceeds received on issuance, after deducting all share issue costs. | ||
Contingencies | ||
We record liabilities associated with loss contingencies to the extent that we conclude the occurrence of the contingency is probable and that the amount of the related loss is reasonably estimable. We record income from gain contingencies only upon the realization of assets resulting from the favorable outcome of the contingent event. See Note 17, Legal Proceedings, for further information regarding our current loss contingencies. | ||
Recent accounting pronouncements | ||
Development Stage Entities – Elimination of Certain Financial Reporting Requirements | ||
In June 2014, the Financial Accounting Standards Board (“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 Consolidated Statements of Comprehensive Loss, Cash Flows, and Stockholders’ Equity. | ||
Revenue from Contracts with Customers | ||
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 the first quarter of 2017. This accounting guidance is not expected to have a material impact on the Company’s consolidated financial statements or financial statement disclosures. | ||
Going Concern Assessment and Disclosure Requirements | ||
In May 2014, the FASB issued ASU 2014-15 to provide guidance in relation to management’s assessment of an entity’s ability to continue as a going concern and to provide disclosure requirements in certain circumstances. The amendment becomes effective for the Company in the first quarter of 2016. The Company is evaluating whether the adoption of this amendment will have a material impact on its consolidated financial statements. | ||
Hybrid Financial Instruments | ||
The FASB recently issued guidance that will require a company that issues or invests in a hybrid financial instrument to determine the nature of the host contract by considering the economic characteristics of the entire instrument, including the embedded derivative feature that is being evaluated for separate accounting. Concluding the host contract is debt-like (versus equity-like) may result in substantially different answers about whether certain features must be accounted for separately. The guidance provides a modified retrospective transition for all existing hybrid financial instruments in the form of a share, with the option for full retrospective application. The guidance is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. The Company does not expect the adoption to have a material impact on its consolidated financial statements. |
Note_3_Cash_and_Cash_Equivalen
Note 3 - Cash and Cash Equivalents | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Cash and Cash Equivalents [Abstract] | |||||||||
Cash and Cash Equivalents Disclosure [Text Block] | 3. CASH AND CASH EQUIVALENTS | ||||||||
2014 | 2013 | ||||||||
Cash | $ | 4,604,269 | $ | 624,419 | |||||
Money market funds | 8,000,004 | - | |||||||
$ | 12,604,273 | $ | 624,419 | ||||||
Note_4_Funds_Held_in_Escrow
Note 4 - Funds Held in Escrow | 12 Months Ended |
Dec. 31, 2014 | |
Funds Held In Escrow [Abstract] | |
Funds Held In Escrow [Text Block] | 4. FUNDS HELD IN ESCROW |
On April 30, 2012, VBI US and VBI Cda voluntarily entered into an escrow agreement whereby an escrow agent held cash in trust on behalf of VBI US, VBI Cda and their employees in order to fund severance and related liabilities. Neither VBI US nor VBI Cda were under any current or past contractual or regulatory obligations to set these funds aside. As of December 31, 2014, the escrow agent had returned all funds to VBI US and VBI Cda upon successfully meeting the conditions in the escrow agreement. The funds held in escrow as at December 31, 2013 amounted to $777,746. |
Note_5_Property_and_Equipment
Note 5 - Property and Equipment | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Property, Plant and Equipment Disclosure [Text Block] | 5. PROPERTY AND EQUIPMENT | ||||||||||||
2014 | |||||||||||||
Accumulated | Net Book | ||||||||||||
Cost | Amortization | Value | |||||||||||
Research equipment | $ | 1,370,361 | $ | 1,298,437 | $ | 71,924 | |||||||
Office equipment | 82,813 | 72,132 | 10,681 | ||||||||||
Computer equipment and software | 52,382 | 39,438 | 12,944 | ||||||||||
Leasehold improvements | 19,067 | 8,116 | 10,951 | ||||||||||
$ | 1,524,623 | $ | 1,418,123 | $ | 106,500 | ||||||||
2013 | |||||||||||||
Accumulated | Net Book | ||||||||||||
Cost | Amortization | Value | |||||||||||
Research equipment | $ | 1,667,888 | $ | 1,659,520 | $ | 8,368 | |||||||
Office equipment | 81,071 | 59,307 | 21,764 | ||||||||||
Computer equipment and software software | 35,368 | 35,368 | - | ||||||||||
$ | 1,784,327 | $ | 1,754,195 | $ | 30,132 | ||||||||
Depreciation expense for the year ended December 31, 2014 was $42,314 (2013 – $88,704). |
Note_6_Intangbiles
Note 6 - Intangbiles | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure Text Block [Abstract] | |||||||||||||
Intangible Assets Disclosure [Text Block] | 6. INTANGIBLES | ||||||||||||
2014 | |||||||||||||
Accumulated | Net Book | ||||||||||||
Cost | Amortization | Value | |||||||||||
Patents | $ | 586,198 | $ | 206,050 | $ | 380,148 | |||||||
2013 | |||||||||||||
Accumulated | Net Book | ||||||||||||
Cost | Amortization | Value | |||||||||||
Patents | $ | 668,000 | $ | 148,597 | $ | 519,403 | |||||||
The amount of amortization for patents for the year ended December 31, 2014 was $73,327 (2013: $50,957). Amortization for the next five years is expected to be: $61,851, $63,852, $59,083, $58,515 and $58,179. Future costs incurred to extend the life of the patents will be expensed. | |||||||||||||
On August 12, 2011, VBI Canada acquired ePixis SA (“ePixis”) in order to obtain access to a technology platform. The transaction was accounted for as an asset acquisition due to the underlying circumstances of the transaction. Prior to the transaction closing all employees were terminated and facilities closed. All subsequent technology development was performed by the Company. |
Note_7_Loss_Per_Share_of_Commo
Note 7 - Loss Per Share of Common Stock | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Earnings Per Share [Text Block] | 7. 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, 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 11, Stockholders’ Deficiency and Additional Paid-in Capital. | |||||||||
The following potentially dilutive securities outstanding at December 31, 2014 and 2013 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: | |||||||||
2014 | 2013 | ||||||||
Convertible preferred stock | 2,996,482 | 3,991,448 | |||||||
Warrants | 699,281 | 882,627 | |||||||
Stock options | 2,797,239 | 880,792 | |||||||
6,493,002 | 5,754,867 | ||||||||
Note_8_Fair_Value_Measurements
Note 8 - Fair Value Measurements and Financial Instruments | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Fair Value Disclosures [Abstract] | |||||||||
Fair Value Disclosures [Text Block] | 8. FAIR VALUE MEASURMENTS AND FINANCIAL INSTRUMENTS | ||||||||
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, the Company uses 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. | |||||||||
Financial instruments recognized in the Consolidated Balance Sheet consist of cash and cash equivalents, investment tax credits, receivables and government receivables, accounts payable, accrued liabilities and long-term debt. 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 any derivative financial instruments. | |||||||||
Money market funds are highly liquid investments. The pricing information on these investment instruments is readily available and can be independently validated as of the measurement date. This approach results in the classification of these securities as Level 1 of the fair value hierarchy. The Company has not experienced any losses relating to such accounts and believes it is not exposed to a significant credit risk on its cash and cash equivalents. The carrying value of cash and cash equivalents approximates their fair value based on their short-term maturities at December 31, 2014 and 2013. | |||||||||
The fair value of its long-term debt is estimated to be $2,885,000 at December 31, 2014 (2013 - $0). | |||||||||
The fair value of the secured convertible notes was estimated to be $14,624,000 as at December 31, 2013. | |||||||||
In determining the fair value of long-term debt and the related party convertible notes, which are considered to be Level 3 instruments, as of December 31, 2014 and 2013, the Company used the following assumptions: | |||||||||
2014 | 2013 | ||||||||
Interest rate | 15 | % | 25 | % | |||||
Expected time to payment in months: | |||||||||
Long-term debt | 31 | N/A | |||||||
Related party convertible notes | N/A | 3 | |||||||
Note_9_Related_Convertible_Not
Note 9 - Related Convertible Notes | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Convertible Debt [Abstract] | ||||||||||||||
Convertible Debt [Text Block] | 9. RELATED PARTY CONVERTIBLE NOTES | |||||||||||||
During 2014 the Company issued secured convertible notes to existing and new unrelated investors in the aggregate principal amount and for total gross proceeds of $1,500,000 which carried interest at 5%. | ||||||||||||||
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 during 2014 converted into Common Stock at a price per share of $0.36465 being 85% of the price paid for Common Stock as part of the July 2014 PIPE. | ||||||||||||||
Related party convertible notes consisted of the following: | ||||||||||||||
2014 | 2013 | |||||||||||||
Date Issued | Share Warrants Issued | Original Maturity Date | ||||||||||||
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 | - | 3,405,669 | ||||||||||||
$ | - | $ | 18,962,602 | |||||||||||
Maturity date in effect | Not applicable | 31-Mar-14 | ||||||||||||
Contemporaneous with the Merger, the share warrants issued above were automatically cancelled. |
Note_10_Longterm_Debt
Note 10 - Long-term Debt | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure Text Block [Abstract] | |||||||||
Long-term Debt [Text Block] | 10. LONG-TERM DEBT | ||||||||
2014 | 2013 | ||||||||
Gross proceeds and detachable warrants | $ | 3,000,000 | $ | - | |||||
Less: Portion of gross proceeds attributable to warrants to detachable warrants | (1,027,000 | ) | - | ||||||
Add: accretion of discount, cumulative | 172,374 | - | |||||||
Less: current portion | (375,000 | ) | - | ||||||
$ | 1,770,374 | $ | - | ||||||
Contemporaneous with the Merger, the Company executed a term loan Facility, defined above, in the amount of $6 million, 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 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, defined above, will be increased by 4.00% per annum. Principal payments due under the term loan facility are included in Note 16. |
Note_11_Stockholders_Deficienc
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | 11. STOCKHOLDERS’ DEFICIENCY AND ADDITIONAL PAID-IN CAPITAL | ||||||||||||||||||||
The 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 outstanding 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 and the liquidation value is equal to the liquidation value of common stock. With respect to dividend distributions and liquidation, the Series 1 Preferred Stock ranks equally to all classes of common stock. Holders of Series 1 Preferred Stock are entitled to vote on all matters with a number of votes equal to the number of shares of common stock into which the preferred shares can be converted. | |||||||||||||||||||||
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. | |||||||||||||||||||||
Common Stock Issuances | |||||||||||||||||||||
In addition to the Common Stock issued as part of the Merger as described in Note 1, the Company issued 20,001 restricted common shares to former Paulson employees contemporaneously with the Merger, effective July 25, 2014. The fair value of the common shares amounted to $85,000 and was determined using the closing pricing on the effective date of the issuance. | |||||||||||||||||||||
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. The fair value of the common shares amounted to $654,500 and was determined using the closing pricing on the effective date of the issuance. | |||||||||||||||||||||
Private Placements of Common Stock | |||||||||||||||||||||
July 2013 PIPE | |||||||||||||||||||||
On July 25, 2013, the Company entered into a series of agreements intended to secure investment in the Company of $5.25 million with two external investors (collectively, the “Investors”). The investment was made in a private placement transaction 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 December 31, 2014, there were no 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 December 31, 2014, the maximum number of stock options issuable under the 2006 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. | |||||||||||||||||||||
2013 Stock Incentive Plan | |||||||||||||||||||||
The 2013 Equity Incentive Plan (the “2013 Plan”) reserved 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. The 2013 Plan was approved by the shareholders on November 8, 2013. 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. | |||||||||||||||||||||
The maximum number of options issuable under the option plans is summarized in the following table: | |||||||||||||||||||||
Number of Options or Shares | |||||||||||||||||||||
Options | Options | Shares Issued or Exercised | Available for Future Grants | Total | |||||||||||||||||
Outstanding | Expired | ||||||||||||||||||||
2006 VBI US Stock Option Plan | 2,624,368 | - | 100,541 | - | 2,724,909 | ||||||||||||||||
2013 Stock Incentive Plan | 8,871 | 51,129 | 240,000 | - | 300,000 | ||||||||||||||||
2014 Equity Incentive Plan | 164,000 | - | 20,001 | 631,687 | 815,688 | ||||||||||||||||
Total as at December 31, 2014 | 2,797,239 | 51,129 | 360,542 | 631,687 | 3,840,597 | ||||||||||||||||
All future stock option or share grants will be from the 2014 Plan. As of July 25, 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). | |||||||||||||||||||||
Activity related to stock options is as follows: | |||||||||||||||||||||
Number of | Weighted Average Exercise Price | ||||||||||||||||||||
Options | |||||||||||||||||||||
Balance outstanding as at December 31, 2012 | 820,792 | $ | 1.75 | ||||||||||||||||||
Granted | 60,000 | $ | 3.8 | ||||||||||||||||||
Balance outstanding as at December 31, 2013 | 880,792 | $ | 1.89 | ||||||||||||||||||
Granted | 2,008,592 | $ | 2.32 | ||||||||||||||||||
Exercised | (41,016 | ) | $ | 0.0001 | |||||||||||||||||
Forfeited (vested: 51,129; unvested: NIL) | (51,129 | ) | $ | 3.8 | |||||||||||||||||
Balance outstanding as at December 31, 2014 | 2,797,239 | $ | 2.19 | ||||||||||||||||||
No stock options expired in 2014 or 2013. Non-vested options at December 31, 2014, and 2013 were 1,927,696 and 219,676, respectively. | |||||||||||||||||||||
The intrinsic value of options exercised during the year ended December 31, 2014 was $88,009 (2013 -$0). The total fair value of options vested during the years ended December 31, 2014, and 2013 was $512,035 and $276,025, respectively. | |||||||||||||||||||||
Weighted | |||||||||||||||||||||
Number | Average | Number | Weighted | ||||||||||||||||||
Outstanding at | Remaining | Exercisable | Average | ||||||||||||||||||
Exercise | December 31, | Contractual | at December 31, | Exercise | |||||||||||||||||
Price | 2014 | Life (Years) | 2014 | Price | |||||||||||||||||
$ | 1.3 | 469,596 | 6 | 341,251 | $ | 1.3 | |||||||||||||||
$ | 2.15 | 1,844,579 | 9.8 | 192,145 | $ | 2.15 | |||||||||||||||
$ | 2.65 | 310,193 | 4.7 | 310,193 | $ | 2.65 | |||||||||||||||
$ | 3.8 | 8,871 | 8.5 | 8,871 | $ | 3.8 | |||||||||||||||
$ | 4.25 | 164,000 | 9.6 | 17,083 | $ | 4.25 | |||||||||||||||
$ | 2.19 | 2,797,239 | 8.6 | 869,543 | $ | 2.05 | |||||||||||||||
Stock-based compensation expense | |||||||||||||||||||||
Under the 2006 Plan and the 2014 Plan, the Company has issued stock options to employees. Stock options are issued with exercise prices equal to the underlying share’s fair value on the date of grant, subject to a four-year vesting period as follows: 25% at the first anniversary of the grant date and 2.083% on the last day of each month for the 36 months thereafter until 100% vested with a contractual term of 10 years. | |||||||||||||||||||||
In determining the amount of stock-based compensation the Company used the Black-Scholes option pricing model to establish the fair value of options granted by applying the following assumptions: | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Volatility | 82.6% - 85.2% | - | |||||||||||||||||||
Risk free interest rate | 1.51% - 1.92% | - | |||||||||||||||||||
Expected term in years | 6.25 - 10 | - | |||||||||||||||||||
Expected dividend yield | - | - | |||||||||||||||||||
Weighted average fair value per option | $1.40 | N/A | |||||||||||||||||||
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 years ended December 31, 2014 and 2013 was as follows: | |||||||||||||||||||||
Year Ended December 31 | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Research and development | $ | 127,200 | $ | 37,000 | |||||||||||||||||
General and administrative | 302,210 | 98,000 | |||||||||||||||||||
Total stock-based compensation expense | $ | 429,410 | $ | 135,000 | |||||||||||||||||
The risk-free rate was based on the 6-10 year T-Bond Federal Reserve rate. The Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded. As a result, the Company uses the simplified method to determine the expected term of stock options. | |||||||||||||||||||||
The volatility was based on an average of volatility rates over 6 years for a pool of public pharmaceutical or biotechnology companies that are at a comparable stage of development. | |||||||||||||||||||||
There is $3,500,062 of unrecognized compensation as at December 31, 2014. This expense will be recognized over a weighted average period of 3.4 years. Management estimates the expected life of the options to approximate their actual remaining life of 6.8 years based upon experience to date. The Company issues new shares upon the exercise of stock options. | |||||||||||||||||||||
Warrants | |||||||||||||||||||||
The warrants issued on July 25, 2014, as part of the Facility described in Note 1 and 10, 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 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 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 9, Related Party Convertible Notes, automatically expired on consummation of the Merger. As a result, the amount previously attributed to these warrants was reclassified as additional paid-in capital during 2014. These warrants are not reflected in the Consolidated Statement of Stockholders’ Equity and the table below due to the restatement of the information related to the Merger. | |||||||||||||||||||||
The value attributed to the warrants issued on July 25, 2014 was based on the Black-Scholes option pricing model determined by applying the following assumptions: | |||||||||||||||||||||
Volatility | 84.35 | % | |||||||||||||||||||
Risk free interest rate (based on 5 year T-Bond Federal Reserve rate) | 1.51 | % | |||||||||||||||||||
Expected dividend yield | - | % | |||||||||||||||||||
Expected term in years | 6.25 | ||||||||||||||||||||
Activity related to the warrants is as follows: | |||||||||||||||||||||
Number of Warrants | Weighted Average Exercise Price | ||||||||||||||||||||
Balance outstanding as at December 31, 2012 | 856,605 | $ | 1.3 | ||||||||||||||||||
Issued | 26,022 | $ | 1.3 | ||||||||||||||||||
Balance outstanding as at December 31, 2013 | 882,627 | $ | 1.3 | ||||||||||||||||||
Issued | 699,281 | $ | 2.145 | ||||||||||||||||||
Expired | (882,627 | ) | $ | 1.3 | |||||||||||||||||
Balance outstanding as at December 31, 2014 | 699,281 | $ | 2.145 | ||||||||||||||||||
Note_12_Income_Taxes
Note 12 - Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Disclosure [Text Block] | 12. INCOME TAXES | ||||||||
The Company operates in both U.S. and Canadian tax jurisdictions. Its income is subject to varying rates of tax, and losses incurred in one jurisdiction cannot be used to offset income taxes payable in another. Generally, the three previous tax years remain open to examination. A reconciliation of the combined income tax rate with the Company’s effective tax rate and income tax provisions are as follows: | |||||||||
2014 | 2013 | ||||||||
Net loss | $ | 14,407,809 | $ | 5,451,869 | |||||
Expected statutory rate (recovery) | (40.2% | ) | (43.0% | ) | |||||
Expected recovery of income tax | (5,791,939 | ) | (2,344,300 | ) | |||||
Investment tax credit | (679,000 | ) | - | ||||||
Merger transaction costs | 1,861,000 | - | |||||||
Effect of change of foreign exchange rate | 1,499,000 | 387,500 | |||||||
Change in valuation allowance | 1,845,665 | 1,532,000 | |||||||
Effect of foreign tax rate difference | 461,000 | 395,500 | |||||||
Change in tax rates | 397,000 | - | |||||||
Stock based compensation | 130,000 | - | |||||||
Accretion on debt discount | 69,000 | - | |||||||
Permanent differences & other | 208,274 | 29,300 | |||||||
Provision for income taxes | $ | - | $ | - | |||||
The US statutory income tax rate of 40.2% is comprised of federal income tax at approximately 35.0% and state income tax at approximately 5.2%. The Canadian statutory income tax rate of 26.5% is comprised of federal income tax at approximately 15.0% and provincial income tax at approximately 11.5%. | |||||||||
The Company has U.S. federal net operating loss carryovers ("NOLs") of approximately $19.6 million and $14.0 million at December 31, 2014 and 2013, respectively, available to offset taxable income which expire beginning in 2026. If not used, these NOLs may be subject to limitation under Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under the regulations. The Company plans on undertaking a detailed analysis of any historical and/or current Section 382 ownership changes that may limit the utilization of the net operating loss carryovers. | |||||||||
The Company also has Federal Canadian Net Operating Loss carryovers of approximately $21.1 million and $19.0 million, as of December 31, 2014 and December 31, 2013, respectively, available to offset future taxable income which expire beginning in 2015. | |||||||||
At December 31, 2014, the Company has approximately $3.7 million (2013 - $4.0 million) of non-refundable investment tax credits available to carry forward and reduce future years’ Canadian federal income taxes. At December 31, 2014, the Company has approximately $0.6 million (2013 - $0.6 million) of non-refundable investment tax credits available to carry forward and reduce future years’ Ontario (provincial) income taxes. These potential benefits begin to expire in 2025 and have not been recorded in the accounts. | |||||||||
The Company has claimed less research and development expenses for Canadian income tax purposes than has been recorded in the financial statements. As at December 31, 2014, these unclaimed expenses total approximately $13.7 million (2013 - $14.5 million). These are available without expiry to reduce future years’ taxable income in Canada. | |||||||||
The deferred tax asset consists of the following: | |||||||||
2014 | 2013 | ||||||||
Tax losses | $ | 13,575,000 | $ | 11,783,017 | |||||
SR&ED pool | 3,639,000 | 3,843,664 | |||||||
Investment tax credits | 3,277,000 | 2,946,005 | |||||||
Tax basis exceeding book on capital assets | 124,000 | 239,649 | |||||||
Stock based compensation | 43,000 | - | |||||||
20,658,000 | 18,812,335 | ||||||||
Valuation allowance | $ | (20,658,000 | ) | $ | (18,812,335 | ) | |||
Net deferred tax asset | $ | - | $ | - | |||||
There are no current income taxes owed, nor are any income taxes expected to be owed in the near term. |
Note_14_Net_Changes_in_Operati
Note 14 - Net Changes in Operating Working Capital Items | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Supplemental Cash Flow Elements [Abstract] | |||||||||
Cash Flow, Supplemental Disclosures [Text Block] | 14. NET CHANGES IN OPERATING WORKING CAPITAL ITEMS | ||||||||
2014 | 2013 | ||||||||
Investment tax credits receivable | $ | (7,166 | ) | $ | 62,614 | ||||
Prepaid expenses and deposits | (293,394 | ) | 97,050 | ||||||
Government receivables | 23,072 | 113,638 | |||||||
Accounts payable and accrued liabilities | 711,960 | 109,630 | |||||||
$ | 434,472 | $ | 382,932 | ||||||
Note_15_Contingencies
Note 15 - Contingencies | 12 Months Ended | ||
Dec. 31, 2014 | |||
Loss Contingency [Abstract] | |||
Contingencies Disclosure [Text Block] | 15. 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 with a fair value equal to $100,000 upon successfully closing a financing as defined in the consulting agreements. Although none of the defined milestones were achieved prior to the date these consolidated financial statements were issued, in good faith the Company is negotiating the issuance of some common shares in lieu of the stock options. | |||
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_16_Commitments
Note 16 - Commitments | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||
Commitments Disclosure [Text Block] | 16. COMMITMENTS | ||||||||
Contractual obligations are as follows as of December 31, 2014: | |||||||||
Contractual obligations | |||||||||
Operating leases for lab and office space | Principal payments on credit facility and exit fee | ||||||||
2015 | $ | 273,406 | $ | 375,000 | |||||
2016 | 293,905 | 900,000 | |||||||
2017 | 212,912 | 1,785,000 | |||||||
Total | $ | 780,223 | $ | 3,060,000 | |||||
Rent expense for the year ended December 31, 2014 was $271,233 (2013 - $245,665). |
Note_17_Legal_Proceedings
Note 17 - Legal Proceedings | 12 Months Ended |
Dec. 31, 2014 | |
Disclosure Text Block Supplement [Abstract] | |
Legal Matters and Contingencies [Text Block] | 17. LEGAL PROCEEDINGS |
On November 26, 2014, a putative class action complaint was filed in the United States District Court, Southern District of New York, Case No. 14-cv-9435, on behalf of pre-Merger shareholders of Paulson Capital (Delaware) Corp. who held shares on October 11, 2013 and were entitled to vote at the 2013 Shareholder Meeting, against the Company and certain individuals who were directors as of the date of the vote, in a matter captioned Furlong et al. v. VBI Vaccines, Inc. et al., making claims arising under Section 20(a) and Section 14(a) of the Exchange Act and Rule 14a-9, 17 C.F.R. § 240.14a-9, promulgated thereunder by the SEC. The claims allege false and misleading information provided to investors in the Definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on October 18, 2013 related to the solicitation of votes from shareholders to authorize the Board to pursue potential restructuring transactions. If the plaintiffs were able to prove their allegations in this matter and to establish the damages they assert, then an adverse ruling could have a material impact on the Company. However, the Company disputes the claims asserted in this putative class action case and is vigorously contesting the matter. | |
VBI Cda had an on-going dispute with the former landlord of its research facility. Such dispute related to the amount charged by the landlord for leased storage space. On November 22, 2013, Del Management Solutions Inc., the property manager for the National Capital Commission (“NCC”), issued a Demand Letter to VBI Cda demanding payment of $171,041.43 CAD. On October 23, 2014, VBI Cda offered to settle the dispute by forfeiting the $32,000 CAD rent deposit. The NCC accepted and on December 12, 2014, the NCC and VBI Cda signed a mutual full and final release. This matter is now considered closed. |
Note_18_Subsequent_Events
Note 18 - Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 18. SUBSEQUENT EVENTS |
On July 25, 2014, the Company and VBI US entered into a Credit Agreement and Guaranty (the “Credit Agreement”) with PCOF 1, LLC (the “Lender”). The Company and VBI Cda, agreed to act as guarantors of VBI US’s obligations under the Credit Agreement. The Credit Agreement was attached as an exhibit to and described further in the Form 8-K filed by the Company on July 28, 2014. | |
On September 30, 2014, the Company, VBI US, VBI Cda and Lender entered that certain First Amendment to Credit Agreement (“Amendment No. 1”). Amendment No. 1 extended the deadline of the milestone requirement for VBI US 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 “Milestone Requirement”). Amendment No. 1 was attached as an exhibit to and described further in the Form 8-K filed by the Company on October 6, 2014. | |
On March 19, 2015, the Company, VBI US, VBI Cda and Lender entered that certain Second Amendment to Credit Agreement (“Amendment No. 2”). Amendment No. 2 further extends Milestone Requirement from December 31, 2014 to April 30, 2015. The Credit Agreement otherwise remains in full force and effect without modification. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation | |
The consolidated financial statements and notes are prepared in conformity with accounting principles generally accepted in the United States of America and include the following significant accounting policies: | ||
Consolidation, Policy [Policy Text Block] | Principles of consolidation | |
The consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiaries, VBI US and VBI Cda. All significant intercompany balances and transactions have been eliminated in consolidation. | ||
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. | ||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Certain Risks and Uncertainties | |
Our results of operations are subject to foreign currency exchange rate fluctuations primarily due to our activity in Canada. We report the results of our operations in U.S. dollars, while the functional currency of our foreign subsidiaries is the Canadian dollar. | ||
The Company reviews its foreign currency risk periodically to determine whether it needs to explore hedging options to mitigate such risk. Financial instruments which potentially subject us to concentrations of credit risk consist of amounts due to vendors or intercompany balances. To-date foreign exchange related gains and losses have largely been related to intercompany balances. The Company has not experienced any significant credit losses to date as a result of credit risk concentration and does not consider an allowance for doubtful accounts to be necessary. | ||
Additionally, see the Segment and Geographic Concentrations note below, for further concentration disclosure. | ||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents | |
Cash and cash equivalents include cash on account and short-term investments with original maturities of three months or less and are stated at cost, which approximates fair value. | ||
Deferred Charges, Policy [Policy Text Block] | Deferred financing costs | |
The Company has recorded deferred financing costs as a result of fees incurred in conjunction with its debt financing activities. These costs are amortized using the effective interest method over the term of the related debt. The amortization of deferred financing costs is included in the general and administration expenses in the accompanying Consolidated Statements of Comprehensive Loss. | ||
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. | ||
Research and Development Expense, Policy [Policy Text Block] | Research and development | |
Research and development expense consists of expenses incurred in developing and testing vaccine candidates. These expenses consist primarily of salaries and related expenses for personnel, fees paid to professional service providers in conjunction with costs of contract manufacturing services, costs of materials used in research and development and amortization of capital assets used to develop products. | ||
Research and development costs, including those incurred and supported with government grants, are expensed as incurred and included under such caption in the accompanying Consolidated Statements of Comprehensive Loss. | ||
Certain research and development activities are partially funded with government grants, which are netted against the research and development costs under such caption in the accompanying Consolidated Statements of Comprehensive Loss. | ||
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment and Intangibles | |
Property and equipment and intangibles are recorded at cost. Amortization is provided using the straight-line method over the estimated lives of the related assets as follows: | ||
Property and equipment: | ||
Research equipment (in years) | 5-Mar | |
Office equipment (in years) | 5 | |
Computer equipment and software (in years) | 2 | |
Leasehold improvements | Shorter of useful life or term of the lease | |
Intangibles: | ||
Patents (in years) | remaining life of patents – 3 - 9 | |
The Company tests the recoverability of long-lived assets whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company records an impairment loss in the period when it is determined that the carrying amount of the asset may not be recoverable. | ||
Income Tax, Policy [Policy Text Block] | Income taxes | |
The Company recognizes income taxes on an accrual basis based on tax positions taken or expected to be taken in its tax returns. A tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax filing that is reflected in measuring current or deferred income tax assets and liabilities. Tax positions are recognized only when it is more likely than not (i.e., likelihood of greater than 50%), based on technical merits, that the position would be sustained upon examination by taxing authorities. Tax positions that meet the more likely than not threshold are measured using a probability-weighted approach as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement. Income taxes are accounted for using an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. A valuation allowance is established to reduce deferred tax assets if all, or some portion, of such assets will more than likely not be realized. Should they occur, the Company's policy is to classify interest and penalties related to tax positions as income tax expense. Since the Company's inception, no such interest or penalties have been incurred. | ||
Government Assistance [Policy Text Block] | Government assistance | |
Government assistance is recorded as a reduction of the related expense. The benefits are recognized when the Company has complied with the terms and conditions of the approved government assistance program provided there is reasonable assurance of realization. | ||
Investment Tax Credit [Policy Text Block] | Investment tax credits | |
VBI is eligible to receive certain refundable investment tax credits, which are earned as a result of qualifying research and development expenditures and are recognized when the expenditures are made and their realization is reasonably assured. They are applied to reduce related capital cost and research and development expense in the year recognized. | ||
The Company’s claim for Scientific Research and Experimental Development (SR&ED) deductions and related investment tax credits for income tax purposes are based upon management’s interpretation of the applicable legislation in the Income Tax Act (Canada). These amounts are subject to review and acceptance by the Canada Revenue Agency and may be subject to adjustment. | ||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-based compensation | |
The Company recognizes an expense related to the fair value of stock-based compensation awards. | ||
For service-based options, the Company recognizes compensation on a straight-line basis over the requisite service period of the award. For stock based compensation for services, the Company recognizes the cost when the services have been rendered. The cost is based on the fair value of the common shares determined using the closing pricing on the effective date of the issuance. | ||
Segment Reporting, Policy [Policy Text Block] | Segments and Geographic Concentration | |
The Company considers its operations to be a single operating segment 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. Financial results of this reportable segment are presented in the accompanying consolidated financial statements. | ||
Stockholders' Equity, Policy [Policy Text Block] | Capital stock | |
Capital stock is recorded at the net proceeds received on issuance, after deducting all share issue costs. | ||
Commitments and Contingencies, Policy [Policy Text Block] | Contingencies | |
We record liabilities associated with loss contingencies to the extent that we conclude the occurrence of the contingency is probable and that the amount of the related loss is reasonably estimable. We record income from gain contingencies only upon the realization of assets resulting from the favorable outcome of the contingent event. See Note 17, Legal Proceedings, for further information regarding our current loss contingencies. | ||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting pronouncements | |
Development Stage Entities – Elimination of Certain Financial Reporting Requirements | ||
In June 2014, the Financial Accounting Standards Board (“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 Consolidated Statements of Comprehensive Loss, Cash Flows, and Stockholders’ Equity. | ||
Revenue from Contracts with Customers | ||
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 the first quarter of 2017. This accounting guidance is not expected to have a material impact on the Company’s consolidated financial statements or financial statement disclosures. | ||
Going Concern Assessment and Disclosure Requirements | ||
In May 2014, the FASB issued ASU 2014-15 to provide guidance in relation to management’s assessment of an entity’s ability to continue as a going concern and to provide disclosure requirements in certain circumstances. The amendment becomes effective for the Company in the first quarter of 2016. The Company is evaluating whether the adoption of this amendment will have a material impact on its consolidated financial statements. | ||
Hybrid Financial Instruments | ||
The FASB recently issued guidance that will require a company that issues or invests in a hybrid financial instrument to determine the nature of the host contract by considering the economic characteristics of the entire instrument, including the embedded derivative feature that is being evaluated for separate accounting. Concluding the host contract is debt-like (versus equity-like) may result in substantially different answers about whether certain features must be accounted for separately. The guidance provides a modified retrospective transition for all existing hybrid financial instruments in the form of a share, with the option for full retrospective application. The guidance is effective for public business entities in fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption, including adoption in an interim period, is permitted. The Company does not expect the adoption to have a material impact on its consolidated financial statements. |
Note_2_Significant_Accounting_1
Note 2 - Significant Accounting Policies (Tables) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Useful Life of Related Assets [Table Text Block] | Research equipment (in years) | 5-Mar |
Office equipment (in years) | 5 | |
Computer equipment and software (in years) | 2 | |
Leasehold improvements | Shorter of useful life or term of the lease | |
Patents (in years) | remaining life of patents – 3 - 9 |
Note_3_Cash_and_Cash_Equivalen1
Note 3 - Cash and Cash Equivalents (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Cash and Cash Equivalents [Abstract] | |||||||||
Schedule of Cash and Cash Equivalents [Table Text Block] | 2014 | 2013 | |||||||
Cash | $ | 4,604,269 | $ | 624,419 | |||||
Money market funds | 8,000,004 | - | |||||||
$ | 12,604,273 | $ | 624,419 |
Note_5_Property_and_Equipment_
Note 5 - Property and Equipment (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||
Property, Plant and Equipment [Table Text Block] | 2014 | ||||||||||||
Accumulated | Net Book | ||||||||||||
Cost | Amortization | Value | |||||||||||
Research equipment | $ | 1,370,361 | $ | 1,298,437 | $ | 71,924 | |||||||
Office equipment | 82,813 | 72,132 | 10,681 | ||||||||||
Computer equipment and software | 52,382 | 39,438 | 12,944 | ||||||||||
Leasehold improvements | 19,067 | 8,116 | 10,951 | ||||||||||
$ | 1,524,623 | $ | 1,418,123 | $ | 106,500 | ||||||||
2013 | |||||||||||||
Accumulated | Net Book | ||||||||||||
Cost | Amortization | Value | |||||||||||
Research equipment | $ | 1,667,888 | $ | 1,659,520 | $ | 8,368 | |||||||
Office equipment | 81,071 | 59,307 | 21,764 | ||||||||||
Computer equipment and software software | 35,368 | 35,368 | - | ||||||||||
$ | 1,784,327 | $ | 1,754,195 | $ | 30,132 |
Note_6_Intangbiles_Tables
Note 6 - Intangbiles (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure Text Block [Abstract] | |||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | 2014 | ||||||||||||
Accumulated | Net Book | ||||||||||||
Cost | Amortization | Value | |||||||||||
Patents | $ | 586,198 | $ | 206,050 | $ | 380,148 | |||||||
2013 | |||||||||||||
Accumulated | Net Book | ||||||||||||
Cost | Amortization | Value | |||||||||||
Patents | $ | 668,000 | $ | 148,597 | $ | 519,403 |
Note_7_Loss_Per_Share_of_Commo1
Note 7 - Loss Per Share of Common Stock (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | |||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 2014 | 2013 | |||||||
Convertible preferred stock | 2,996,482 | 3,991,448 | |||||||
Warrants | 699,281 | 882,627 | |||||||
Stock options | 2,797,239 | 880,792 | |||||||
6,493,002 | 5,754,867 |
Note_8_Fair_Value_Measurements1
Note 8 - Fair Value Measurements and Financial Instruments (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Fair Value Disclosures [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] | 2014 | 2013 | |||||||
Interest rate | 15 | % | 25 | % | |||||
Expected time to payment in months: | |||||||||
Long-term debt | 31 | N/A | |||||||
Related party convertible notes | N/A | 3 |
Note_9_Related_Convertible_Not1
Note 9 - Related Convertible Notes (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Convertible Debt [Abstract] | ||||||||||||||
Convertible Debt [Table Text Block] | 2014 | 2013 | ||||||||||||
Date Issued | Share Warrants Issued | Original Maturity Date | ||||||||||||
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 | - | 3,405,669 | ||||||||||||
$ | - | $ | 18,962,602 | |||||||||||
Maturity date in effect | Not applicable | 31-Mar-14 |
Note_10_Longterm_Debt_Tables
Note 10 - Long-term Debt (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure Text Block [Abstract] | |||||||||
Schedule of Long-term Debt Instruments [Table Text Block] | 2014 | 2013 | |||||||
Gross proceeds and detachable warrants | $ | 3,000,000 | $ | - | |||||
Less: Portion of gross proceeds attributable to warrants to detachable warrants | (1,027,000 | ) | - | ||||||
Add: accretion of discount, cumulative | 172,374 | - | |||||||
Less: current portion | (375,000 | ) | - | ||||||
$ | 1,770,374 | $ | - |
Note_11_Stockholders_Deficienc1
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||
Schedule of Share-based Compensation, Activity [Table Text Block] | Number of Options or Shares | ||||||||||||||||||||
Options | Options | Shares Issued or Exercised | Available for Future Grants | Total | |||||||||||||||||
Outstanding | Expired | ||||||||||||||||||||
2006 VBI US Stock Option Plan | 2,624,368 | - | 100,541 | - | 2,724,909 | ||||||||||||||||
2013 Stock Incentive Plan | 8,871 | 51,129 | 240,000 | - | 300,000 | ||||||||||||||||
2014 Equity Incentive Plan | 164,000 | - | 20,001 | 631,687 | 815,688 | ||||||||||||||||
Total as at December 31, 2014 | 2,797,239 | 51,129 | 360,542 | 631,687 | 3,840,597 | ||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of | Weighted Average Exercise Price | |||||||||||||||||||
Options | |||||||||||||||||||||
Balance outstanding as at December 31, 2012 | 820,792 | $ | 1.75 | ||||||||||||||||||
Granted | 60,000 | $ | 3.8 | ||||||||||||||||||
Balance outstanding as at December 31, 2013 | 880,792 | $ | 1.89 | ||||||||||||||||||
Granted | 2,008,592 | $ | 2.32 | ||||||||||||||||||
Exercised | (41,016 | ) | $ | 0.0001 | |||||||||||||||||
Forfeited (vested: 51,129; unvested: NIL) | (51,129 | ) | $ | 3.8 | |||||||||||||||||
Balance outstanding as at December 31, 2014 | 2,797,239 | $ | 2.19 | ||||||||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Weighted | ||||||||||||||||||||
Number | Average | Number | Weighted | ||||||||||||||||||
Outstanding at | Remaining | Exercisable | Average | ||||||||||||||||||
Exercise | December 31, | Contractual | at December 31, | Exercise | |||||||||||||||||
Price | 2014 | Life (Years) | 2014 | Price | |||||||||||||||||
$ | 1.3 | 469,596 | 6 | 341,251 | $ | 1.3 | |||||||||||||||
$ | 2.15 | 1,844,579 | 9.8 | 192,145 | $ | 2.15 | |||||||||||||||
$ | 2.65 | 310,193 | 4.7 | 310,193 | $ | 2.65 | |||||||||||||||
$ | 3.8 | 8,871 | 8.5 | 8,871 | $ | 3.8 | |||||||||||||||
$ | 4.25 | 164,000 | 9.6 | 17,083 | $ | 4.25 | |||||||||||||||
$ | 2.19 | 2,797,239 | 8.6 | 869,543 | $ | 2.05 | |||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2014 | 2013 | |||||||||||||||||||
Volatility | 82.6% - 85.2% | - | |||||||||||||||||||
Risk free interest rate | 1.51% - 1.92% | - | |||||||||||||||||||
Expected term in years | 6.25 - 10 | - | |||||||||||||||||||
Expected dividend yield | - | - | |||||||||||||||||||
Weighted average fair value per option | $1.40 | N/A | |||||||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Year Ended December 31 | ||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Research and development | $ | 127,200 | $ | 37,000 | |||||||||||||||||
General and administrative | 302,210 | 98,000 | |||||||||||||||||||
Total stock-based compensation expense | $ | 429,410 | $ | 135,000 | |||||||||||||||||
Fair Value Inputs, Instruments Classified in Shareholders' Equity, Quantitative Information [Table Text Block] | Volatility | 84.35 | % | ||||||||||||||||||
Risk free interest rate (based on 5 year T-Bond Federal Reserve rate) | 1.51 | % | |||||||||||||||||||
Expected dividend yield | - | % | |||||||||||||||||||
Expected term in years | 6.25 | ||||||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Number of Warrants | Weighted Average Exercise Price | |||||||||||||||||||
Balance outstanding as at December 31, 2012 | 856,605 | $ | 1.3 | ||||||||||||||||||
Issued | 26,022 | $ | 1.3 | ||||||||||||||||||
Balance outstanding as at December 31, 2013 | 882,627 | $ | 1.3 | ||||||||||||||||||
Issued | 699,281 | $ | 2.145 | ||||||||||||||||||
Expired | (882,627 | ) | $ | 1.3 | |||||||||||||||||
Balance outstanding as at December 31, 2014 | 699,281 | $ | 2.145 |
Note_12_Income_Taxes_Tables
Note 12 - Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2014 | 2013 | |||||||
Net loss | $ | 14,407,809 | $ | 5,451,869 | |||||
Expected statutory rate (recovery) | (40.2% | ) | (43.0% | ) | |||||
Expected recovery of income tax | (5,791,939 | ) | (2,344,300 | ) | |||||
Investment tax credit | (679,000 | ) | - | ||||||
Merger transaction costs | 1,861,000 | - | |||||||
Effect of change of foreign exchange rate | 1,499,000 | 387,500 | |||||||
Change in valuation allowance | 1,845,665 | 1,532,000 | |||||||
Effect of foreign tax rate difference | 461,000 | 395,500 | |||||||
Change in tax rates | 397,000 | - | |||||||
Stock based compensation | 130,000 | - | |||||||
Accretion on debt discount | 69,000 | - | |||||||
Permanent differences & other | 208,274 | 29,300 | |||||||
Provision for income taxes | $ | - | $ | - | |||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2014 | 2013 | |||||||
Tax losses | $ | 13,575,000 | $ | 11,783,017 | |||||
SR&ED pool | 3,639,000 | 3,843,664 | |||||||
Investment tax credits | 3,277,000 | 2,946,005 | |||||||
Tax basis exceeding book on capital assets | 124,000 | 239,649 | |||||||
Stock based compensation | 43,000 | - | |||||||
20,658,000 | 18,812,335 | ||||||||
Valuation allowance | $ | (20,658,000 | ) | $ | (18,812,335 | ) | |||
Net deferred tax asset | $ | - | $ | - |
Note_14_Net_Changes_in_Operati1
Note 14 - Net Changes in Operating Working Capital Items (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Supplemental Cash Flow Elements [Abstract] | |||||||||
Cash Flow, Operating Capital [Table Text Block] | 2014 | 2013 | |||||||
Investment tax credits receivable | $ | (7,166 | ) | $ | 62,614 | ||||
Prepaid expenses and deposits | (293,394 | ) | 97,050 | ||||||
Government receivables | 23,072 | 113,638 | |||||||
Accounts payable and accrued liabilities | 711,960 | 109,630 | |||||||
$ | 434,472 | $ | 382,932 |
Note_16_Commitments_Tables
Note 16 - Commitments (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | |||||||||
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Contractual obligations | ||||||||
Operating leases for lab and office space | Principal payments on credit facility and exit fee | ||||||||
2015 | $ | 273,406 | $ | 375,000 | |||||
2016 | 293,905 | 900,000 | |||||||
2017 | 212,912 | 1,785,000 | |||||||
Total | $ | 780,223 | $ | 3,060,000 |
Note_1_Nature_of_Business_and_1
Note 1 - Nature of Business and Continuation of Business (Details) (USD $) | 1 Months Ended | 12 Months Ended | 3 Months Ended | |||
Jul. 25, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Aug. 08, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | 0.0001 | $0.00 | ||||
Business Combination, Consideration Transferred | $7,500,000 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 6,000,000 | |||||
Long-term Line of Credit | 3,000,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $2.15 | |||||
Retained Earnings (Accumulated Deficit) | -69,505,238 | -50,315,581 | ||||
Cash and Cash Equivalents, at Carrying Value | 12,604,273 | 624,419 | 615,512 | |||
Working Capital | 11,600,000 | |||||
Investors [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 5,250,000 | |||||
Common Stock [Member] | Certain Operational Milestone [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 699,281 | |||||
Common Stock [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 3,466,093 | |||||
Fair Value Inputs, Discount Rate | 49.50% | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 699,281 | |||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 20,001 | |||||
Warrant [Member] | Certain Operational Milestone [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Proceeds from Other Equity | 3,000,000 | |||||
Certain Operational Milestone [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | 699,281 | |||||
Reverse Stock Split [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 5 | |||||
Merger [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Exchange Ratio (in Shares) | 0.2452 | |||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $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 | 71.00% | |||||
Paulson Capital Corp [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 5,250,000 | |||||
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Line of Credit Facility, Interest Rate During Period | 5.00% | |||||
Facility Annual Rate [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Line of Credit Facility, Interest Rate During Period | 1.00% | |||||
Applicable Margin [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Line of Credit Facility, Interest Rate During Period | 11.00% | |||||
Event of Default [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Line of Credit Facility, Interest Rate During Period | 4.00% | |||||
Maximum [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Line of Credit Facility, Commitment Fee Percentage | 5.00% | |||||
Minimum [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Line of Credit Facility, Commitment Fee Percentage | 0.00% | |||||
Evolution Venture Partners, LLC [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 480,000 | |||||
Professional Fees | 570,000 | |||||
Middlebury Securities, LLC [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 120,000 | |||||
Professional Fees | 480,000 | |||||
Palladium Capital Advisors, LLC [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 341,731 | |||||
Professional Fees | 367,500 | |||||
Bezalel Partners, LLC [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | 1,068,502 | |||||
July 2014 PIPE [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Stock Issued | 11,000,000 | |||||
Two Rounds of Equity Financing [Member] | ||||||
Note 1 - Nature of Business and Continuation of Business (Details) [Line Items] | ||||||
Proceeds from Issuance or Sale of Equity | $16,250,000 |
Note_2_Significant_Accounting_2
Note 2 - Significant Accounting Policies (Details) - Useful Lives of Related Assets | 12 Months Ended |
Dec. 31, 2014 | |
Equipment [Member] | Minimum [Member] | |
Note 2 - Significant Accounting Policies (Details) - Useful Lives of Related Assets [Line Items] | |
Property, plant, and equipment, useful life | 3 years |
Equipment [Member] | Maximum [Member] | |
Note 2 - Significant Accounting Policies (Details) - Useful Lives of Related Assets [Line Items] | |
Property, plant, and equipment, useful life | 5 years |
Office Equipment [Member] | |
Note 2 - Significant Accounting Policies (Details) - Useful Lives of Related Assets [Line Items] | |
Property, plant, and equipment, useful life | 5 years |
Computer Equipment [Member] | |
Note 2 - Significant Accounting Policies (Details) - Useful Lives of Related Assets [Line Items] | |
Property, plant, and equipment, useful life | 2 years |
Leasehold Improvements [Member] | |
Note 2 - Significant Accounting Policies (Details) - Useful Lives of Related Assets [Line Items] | |
Leasehold improvements | Shorter of useful life or term of the lease |
Patents [Member] | Minimum [Member] | |
Note 2 - Significant Accounting Policies (Details) - Useful Lives of Related Assets [Line Items] | |
Patents (in years) | 3 years |
Patents [Member] | Maximum [Member] | |
Note 2 - Significant Accounting Policies (Details) - Useful Lives of Related Assets [Line Items] | |
Patents (in years) | 9 years |
Patents [Member] | |
Note 2 - Significant Accounting Policies (Details) - Useful Lives of Related Assets [Line Items] | |
Patents (in years) | 5 years |
Note_3_Cash_and_Cash_Equivalen2
Note 3 - Cash and Cash Equivalents (Details) - Cash and Cash Equivalents (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash and Cash Equivalents [Abstract] | |||
Cash | $4,604,269 | $624,419 | |
Money market funds | 8,000,004 | ||
$12,604,273 | $624,419 | $615,512 |
Note_4_Funds_Held_in_Escrow_De
Note 4 - Funds Held in Escrow (Details) (USD $) | Dec. 31, 2013 |
Funds Held In Escrow [Abstract] | |
Restricted Investments, Noncurrent | $777,746 |
Note_5_Property_and_Equipment_1
Note 5 - Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $42,314 | $88,704 |
Note_5_Property_and_Equipment_2
Note 5 - Property and Equipment (Details) - Summary of Property and Equipment (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Cost | $1,524,623 | $1,784,327 |
Accumulated amortization | 1,418,123 | 1,754,195 |
Net book value | 106,500 | 30,132 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 1,370,361 | 1,667,888 |
Accumulated amortization | 1,298,437 | 1,659,520 |
Net book value | 71,924 | 8,368 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 82,813 | 81,071 |
Accumulated amortization | 72,132 | 59,307 |
Net book value | 10,681 | 21,764 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 52,382 | 35,368 |
Accumulated amortization | 39,438 | 35,368 |
Net book value | 12,944 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Cost | 19,067 | |
Accumulated amortization | 8,116 | |
Net book value | $10,951 |
Note_6_Intangbiles_Details
Note 6 - Intangbiles (Details) (Patents [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Patents [Member] | ||
Note 6 - Intangbiles (Details) [Line Items] | ||
Amortization of Intangible Assets | $73,327 | $50,957 |
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 61,851 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 63,852 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 59,083 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 58,515 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $58,179 |
Note_6_Intangbiles_Details_Sum
Note 6 - Intangbiles (Details) - Summary of Intangible Assets (Patents [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $586,198 | $668,000 |
Accumulated amortization | 206,050 | 148,597 |
Net book value | $380,148 | $519,403 |
Note_7_Loss_Per_Share_of_Commo2
Note 7 - Loss Per Share of Common Stock (Details) - Potentially Dilutive Securities Outstanding | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Dilutive securities | 6,493,002 | 5,754,867 |
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 | 2,797,239 | 880,792 |
Note_8_Fair_Value_Measurements2
Note 8 - Fair Value Measurements and Financial Instruments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value Disclosures [Abstract] | ||
Long-term Debt, Fair Value | $2,885,000 | $0 |
Convertible Debt, Fair Value Disclosures | $14,624,000 |
Note_8_Fair_Value_Measurements3
Note 8 - Fair Value Measurements and Financial Instruments (Details) - Fair Value of Long-term Debt and Related Party Convertible | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Secured Convertible Notes [Member] | ||
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | ||
Interest rate | 15.00% | 25.00% |
Expected time to payment | 3 months | |
Long-term Debt [Member] | ||
Assumption for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Line Items] | ||
Expected time to payment | 31 months |
Note_9_Related_Convertible_Not2
Note 9 - Related Convertible Notes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jul. 25, 2014 | |
Note 9 - Related Convertible Notes (Details) [Line Items] | |||
Proceeds from Convertible Debt (in Dollars) | $1,500,000 | $3,125,000 | |
Common Stock [Member] | Convertible Debt [Member] | |||
Note 9 - Related Convertible Notes (Details) [Line Items] | |||
Percentage of Share Price at Conversion | 85.00% | ||
Common Stock [Member] | |||
Note 9 - Related Convertible Notes (Details) [Line Items] | |||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | 0.36465 | ||
Convertible Debt [Member] | |||
Note 9 - Related Convertible Notes (Details) [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
Existing and New Unrelated Investors [Member] | |||
Note 9 - Related Convertible Notes (Details) [Line Items] | |||
Proceeds from Convertible Debt (in Dollars) | $1,500,000 |
Note_9_Related_Convertible_Not3
Note 9 - Related Convertible Notes (Details) - Summary of VBI US Convertible Notes (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related party note holders: | ||
Balance | $15,556,933 | |
Accrued interest | 3,405,669 | |
18,962,602 | ||
Maturity date in effect | 31-Mar-14 | |
Issued on November 17, 2010 [Member] | ||
Related party note holders: | ||
Warrants issued (in Shares) | 856,605 | |
Original maturity date | 17-Aug-11 | |
Balance | 4,331,933 | |
Issued on June 3, 2011 [Member] | ||
Related party note holders: | ||
Original maturity date | 17-Feb-12 | |
Balance | 3,500,000 | |
Issued on December 14, 2011 [Member] | ||
Related party note holders: | ||
Original maturity date | 30-Jun-12 | |
Balance | 1,100,000 | |
Issued on March 9, 2012 [Member] | ||
Related party note holders: | ||
Original maturity date | 30-Jun-12 | |
Balance | 1,100,000 | |
Issued on June 20, 2012 [Member] | ||
Related party note holders: | ||
Original maturity date | 30-Sep-12 | |
Balance | 1,200,000 | |
Issued on October 24, 2012 [Member] | ||
Related party note holders: | ||
Original maturity date | 31-Jan-13 | |
Balance | 1,200,000 | |
Issued on February 22, 2013 [Member] | ||
Related party note holders: | ||
Warrants issued (in Shares) | 26,022 | |
Original maturity date | 31-Aug-13 | |
Balance | 750,000 | |
Issued on June 10, 2013 [Member] | ||
Related party note holders: | ||
Original maturity date | 31-Aug-13 | |
Balance | 750,000 | |
Issued on August 26, 2013 [Member] | ||
Related party note holders: | ||
Original maturity date | 31-Dec-13 | |
Balance | 250,000 | |
Issued on September 30, 2013 [Member] | ||
Related party note holders: | ||
Original maturity date | 31-Dec-13 | |
Balance | 750,000 | |
Issued on December 11, 2013 [Member] | ||
Related party note holders: | ||
Original maturity date | 31-Mar-14 | |
Balance | $625,000 |
Note_10_Longterm_Debt_Details
Note 10 - Long-term Debt (Details) (USD $) | 0 Months Ended | 5 Months Ended | |
In Millions, unless otherwise specified | Aug. 08, 2014 | Dec. 31, 2014 | Jul. 25, 2014 |
Note 10 - Long-term Debt (Details) [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars) | $6 | ||
Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||
Note 10 - Long-term Debt (Details) [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
Term Loan Facility [Member] | Applicable Margin [Member] | |||
Note 10 - Long-term Debt (Details) [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||
Applicable Margin | 11.00% | ||
Debt Instrument, Interest Rate, Increase (Decrease) | 4.00% | ||
Term Loan Facility [Member] | |||
Note 10 - Long-term Debt (Details) [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars) | 6 | ||
Proceeds from Lines of Credit (in Dollars) | 3 |
Note_10_Longterm_Debt_Details_
Note 10 - Long-term Debt (Details) - Summary of Long-term Debt (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Summary of Long-term Debt [Abstract] | |
Gross proceeds and detachable warrants | $3,000,000 |
Less: Portion of gross proceeds attributable to warrants to detachable warrants | -1,027,000 |
Add: accretion of discount, cumulative | 172,374 |
Less: current portion | -375,000 |
$1,770,374 |
Note_11_Stockholders_Deficienc2
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 59 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||
Jul. 25, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 25, 2013 | Apr. 10, 2014 | Mar. 19, 2014 | Jan. 29, 2014 | Oct. 27, 2014 | Jul. 25, 2014 | Apr. 24, 2014 | Sep. 30, 2014 | Jun. 19, 2013 | Dec. 31, 2012 | |
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |||||||||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $0.00 | $0.00 | |||||||||||
Preferred Stock, Shares Authorized | 30,000,000 | ||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $739,500 | ||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | 9,213,035 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 5,128,061 | ||||||||||||
Proceeds from Issuance of Common Stock (in Dollars) | 15,214,561 | ||||||||||||
Payments of Stock Issuance Costs (in Dollars) | 796,247 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,797,239 | 880,792 | 820,792 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,008,592 | 60,000 | |||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | 3,500,062 | ||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 146 days | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 6 years 292 days | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $2.15 | 2.145 | |||||||||||
Series 1 Preferred Shares [Member] | 2013 Equity Incentive Plan [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 2,711,880 | ||||||||||||
Common Stock [Member] | Certain Operational Milestone [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 699,281 | ||||||||||||
Common Stock [Member] | 2013 Equity Incentive Plan [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 36,000 | 204,000 | |||||||||||
Common Stock [Member] | January 2014 PIPE [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 20,001 | ||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | 30 | ||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | 513 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 5,128,061 | ||||||||||||
Share Price (in Dollars per share) | 2.5 | ||||||||||||
Proceeds from Issuance of Common Stock (in Dollars) | 250,000 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 699,281 | 699,281 | |||||||||||
Warrant [Member] | Certain Operational Milestone [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Proceeds from Other Equity (in Dollars) | 3,000,000 | ||||||||||||
Warrant [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 699,281 | 26,022 | |||||||||||
Increase Event [Member] | 2014 Equity Incentive Plan [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,200,000 | ||||||||||||
Certain Operational Milestone [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 699,281 | ||||||||||||
First Anniversary [Member] | 2006 and 2014 Plan [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||||||||
Monthly Vesting [Member] | 2006 and 2014 Plan [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 2.08% | ||||||||||||
After First Anniversary [Member] | 2006 and 2014 Plan [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months | ||||||||||||
Full Term [Member] | 2006 and 2014 Plan [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | ||||||||||||
Reverse Stock Split [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 5 | ||||||||||||
Former Paulson Employees [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 20,001 | ||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross (in Dollars) | 85,000 | ||||||||||||
Consultants [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 275,000 | ||||||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | 654,500 | ||||||||||||
1999 Stock Option Plan [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
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 | 0 | ||||||||||||
2006 VBI US Stock Option Plan [Member] | VBI US [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,724,909 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 100,541 | ||||||||||||
2006 VBI US Stock Option Plan [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,724,909 | 2,624,368 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 100,541 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,844,592 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 48 months | ||||||||||||
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 | ||||||||||||
2013 Equity Incentive Plan [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 51,129 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 300,000 | 8,871 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 300,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 240,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 60,000 | ||||||||||||
2014 Equity Incentive Plan [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 815,688 | 164,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 815,688 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 20,001 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Additional Shares Authorized | 5.00% | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 1,927,696 | 219,676 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value (in Dollars) | 88,009 | 0 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value (in Dollars) | 512,035 | 276,025 | |||||||||||
2006 and 2014 Plan [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||
July 2013 PIPE [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | 5,250,000 | ||||||||||||
2013 Equity Incentive Plan [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 1,964,974 | ||||||||||||
July 2014 PIPE [Member] | |||||||||||||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Value, New Issues (in Dollars) | 11,000,000 | ||||||||||||
Share Price (in Dollars per share) | $2.15 | 2.145 | |||||||||||
Payments of Stock Issuance Costs (in Dollars) | $1,800,000 |
Note_11_Stockholders_Deficienc3
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Options Issuable under the Option Plans | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Options Issuable under the Option Plans [Line Items] | |||
Options Outstanding | 880,792 | 820,792 | |
Total | 2,797,239 | 880,792 | 820,792 |
2006 VBI US Stock Option Plan [Member] | |||
Note 11 - 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 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Options Issuable under the Option Plans [Line Items] | |||
Options Outstanding | 8,871 | ||
Options Expired | 51,129 | ||
Shares Issued or Exercised | 240,000 | ||
Total | 300,000 | ||
2014 Equity Incentive Plan [Member] | |||
Note 11 - 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 | ||
2014 Combined Option Plan [Member] | |||
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Options Issuable under the Option Plans [Line Items] | |||
Options Outstanding | 2,797,239 | ||
Options Expired | 51,129 | ||
Shares Issued or Exercised | 360,542 | ||
Available for Future Grants | 631,687 | ||
Total | 3,840,597 |
Note_11_Stockholders_Deficienc4
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Activity Related to Stock Options (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Activity Related to Stock Options [Abstract] | |||
Number of Options | 2,797,239 | 880,792 | 820,792 |
Weighted Average Exercise Price | $2.19 | $1.89 | $1.75 |
Number of Options, Granted | 2,008,592 | 60,000 | |
Weighted Average Exercise Price, Granted | $2.32 | $3.80 | |
Exercised | -41,016 | ||
Exercised | $0.00 | ||
Forfeited (vested: 51,129; unvested: NIL) | -51,129 | ||
Forfeited (vested: 51,129; unvested: NIL) | $3.80 |
Note_11_Stockholders_Deficienc5
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Activity Related to Stock Options (Parentheticals) | 12 Months Ended |
Dec. 31, 2014 | |
Activity Related to Stock Options [Abstract] | |
Vested | 51,129 |
Unvested | 0 |
Note_11_Stockholders_Deficienc6
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Shares Issued under Stock Option Plans, by Exercise Price (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $2.19 |
Number Outstanding | 2,797,239 |
Weighted Average Remaining Contractual Life | 8 years 219 days |
Number Exercisable | 869,543 |
Weighted Average Exercise Price, Exercisable | $2.05 |
Exericse Price 1 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $1.30 |
Number Outstanding | 469,596 |
Weighted Average Remaining Contractual Life | 6 years |
Number Exercisable | 341,251 |
Weighted Average Exercise Price, Exercisable | $1.30 |
Exercise Price 2 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $2.15 |
Number Outstanding | 1,844,579 |
Weighted Average Remaining Contractual Life | 9 years 292 days |
Number Exercisable | 192,145 |
Weighted Average Exercise Price, Exercisable | $2.15 |
Exercise Price 3 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $2.65 |
Number Outstanding | 310,193 |
Weighted Average Remaining Contractual Life | 4 years 255 days |
Number Exercisable | 310,193 |
Weighted Average Exercise Price, Exercisable | $2.65 |
Exercise Price 4 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $3.80 |
Number Outstanding | 8,871 |
Weighted Average Remaining Contractual Life | 8 years 6 months |
Number Exercisable | 8,871 |
Weighted Average Exercise Price, Exercisable | $3.80 |
Exercise Price 5 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price | $4.25 |
Number Outstanding | 164,000 |
Weighted Average Remaining Contractual Life | 9 years 219 days |
Number Exercisable | 17,083 |
Weighted Average Exercise Price, Exercisable | $4.25 |
Note_11_Stockholders_Deficienc7
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Value Assumptions of Stock Options (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Value Assumptions of Stock Options [Line Items] | |
Weighted average fair value per option (in Dollars per share) | $1.40 |
Minimum [Member] | |
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Value Assumptions of Stock Options [Line Items] | |
Volatility | 82.60% |
Risk free interest rate | 1.51% |
Expected term in years | 6 years 3 months |
Maximum [Member] | |
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Value Assumptions of Stock Options [Line Items] | |
Volatility | 85.20% |
Risk free interest rate | 1.92% |
Expected term in years | 10 years |
Note_11_Stockholders_Deficienc8
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Stock-Based Compensation Expense (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $429,410 | $135,000 |
Research and Development Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 127,200 | 37,000 |
General and Administrative Expense [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $302,210 | $98,000 |
Note_11_Stockholders_Deficienc9
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Value Assumptions of Warrants (Warrant [Member]) | 12 Months Ended |
Dec. 31, 2014 | |
Warrant [Member] | |
Fair Value Inputs, Equity, Quantitative Information [Line Items] | |
Volatility | 84.35% |
Risk free interest rate (based on 5 year T-Bond Federal Reserve rate) | 1.51% |
Expected term in years | 6 years 3 months |
Recovered_Sheet1
Note 11 - Stockholders' Deficiency and Additional Paid-In Capital (Details) - Activity Related to Warrants (Warrant [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Warrants | 699,281 | 882,627 | 856,605 |
Weighted Average Exercise Price, Warrants | $2.15 | $1.30 | $1.30 |
Number of Warrants Issued | 699,281 | 26,022 | |
Weighted Average Exercise Price of Warrants Issued | $2.15 | $1.30 | |
Expired | -882,627 | ||
Expired | $1.30 |
Note_12_Income_Taxes_Details
Note 12 - Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Note 12 - Income Taxes (Details) [Line Items] | ||
Combined Income Tax Rate, Federal Income Tax and State Income Tax | 40.20% | 43.00% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 5.20% | |
Income Tax Expense (Benefit) | $0 | $0 |
Foreign Tax Authority [Member] | Investment Tax Credit Carryforward [Member] | Canada Revenue Agency [Member] | ||
Note 12 - Income Taxes (Details) [Line Items] | ||
Tax Credit Carryforward, Amount | 3,700,000 | 4,000,000 |
Foreign Tax Authority [Member] | Investment Tax Credit Carryforward [Member] | Ontario Province [Member] | ||
Note 12 - Income Taxes (Details) [Line Items] | ||
Tax Credit Carryforward, Amount | 600,000 | 600,000 |
Foreign Tax Authority [Member] | Research Tax Credit Carryforward [Member] | Canada Revenue Agency [Member] | ||
Note 12 - Income Taxes (Details) [Line Items] | ||
Tax Credit Carryforward, Amount | 13,700,000 | 14,500,000 |
Foreign Tax Authority [Member] | Canada Revenue Agency [Member] | ||
Note 12 - Income Taxes (Details) [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 15.00% | |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 11.50% | |
Combined Income Tax Rate, Federal Income Tax and Provincial Income Tax | 26.50% | |
Operating Loss Carryforwards | 21,100,000 | 19,000,000 |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Note 12 - Income Taxes (Details) [Line Items] | ||
Operating Loss Carryforwards | $19,600,000 | $14,000,000 |
Note_12_Income_Taxes_Details_R
Note 12 - Income Taxes (Details) - Reconciliation of Combined Income Tax Rate (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of Combined Income Tax Rate [Abstract] | ||
Net loss | $14,407,809 | $5,451,869 |
Expected statutory rate (recovery) | -40.20% | -43.00% |
Expected recovery of income tax | -5,791,939 | -2,344,300 |
Investment tax credit | -679,000 | |
Merger transaction costs | 1,861,000 | |
Effect of change of foreign exchange rate | 1,499,000 | 387,500 |
Change in valuation allowance | 1,845,665 | 1,532,000 |
Effect of foreign tax rate difference | 461,000 | 395,500 |
Change in tax rates | 397,000 | |
Stock based compensation | 130,000 | |
Accretion on debt discount | 69,000 | |
Permanent differences & other | 208,274 | 29,300 |
Provision for income taxes | $0 | $0 |
Note_12_Income_Taxes_Details_D
Note 12 - Income Taxes (Details) - Deferred Tax Asset (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Tax Asset [Abstract] | ||
Tax losses | $13,575,000 | $11,783,017 |
SR&ED pool | 3,639,000 | 3,843,664 |
Investment tax credits | 3,277,000 | 2,946,005 |
Tax basis exceeding book on capital assets | 124,000 | 239,649 |
Stock based compensation | 43,000 | |
20,658,000 | 18,812,335 | |
Valuation allowance | ($20,658,000) | ($18,812,335) |
Note_14_Net_Changes_in_Operati2
Note 14 - Net Changes in Operating Working Capital Items (Details) - Operating Working Capital Items (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Working Capital Items [Abstract] | ||
Investment tax credits receivable | ($7,166) | $62,614 |
Prepaid expenses and deposits | -293,394 | 97,050 |
Government receivables | 23,072 | 113,638 |
Accounts payable and accrued liabilities | 711,960 | 109,630 |
$434,472 | $382,932 |
Note_15_Contingencies_Details
Note 15 - Contingencies (Details) | Jan. 28, 2013 | Jan. 28, 2013 | Jan. 28, 2013 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jul. 18, 2011 | Jan. 28, 2013 |
Performance Bonus [Member] | Performance Bonus [Member] | Closing Series B Financing [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Sale and Purchase Agreement [Member] | Certain Operational Milestone [Member] | |
Minimum [Member] | Maximum [Member] | USD ($) | 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 15 - 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_16_Commitments_Details
Note 16 - Commitments (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure Text Block Supplement [Abstract] | ||
Operating Leases, Rent Expense, Net | $271,233 | $245,665 |
Note_16_Commitments_Details_Si
Note 16 - Commitments (Details) - Significant Contratual Obligations (USD $) | Dec. 31, 2014 |
Note 16 - Commitments (Details) - Significant Contratual Obligations [Line Items] | |
2015 | $273,406 |
2016 | 293,905 |
2017 | 212,912 |
Total | 780,223 |
Line of Credit [Member] | |
Note 16 - Commitments (Details) - Significant Contratual Obligations [Line Items] | |
2015 | 375,000 |
2016 | 900,000 |
2017 | 1,785,000 |
Total | $3,060,000 |
Note_17_Legal_Proceedings_Deta
Note 17 - Legal Proceedings (Details) (National Capital Commission [Member], CAD) | 0 Months Ended | |
Oct. 23, 2014 | Nov. 22, 2013 | |
National Capital Commission [Member] | ||
Note 17 - Legal Proceedings (Details) [Line Items] | ||
Loss Contingency, Damages Sought, Value | 171,041.43 | |
Payments for Legal Settlements | 32,000 |