Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 24, 2016 | Jun. 30, 2015 | |
Entity Registrant Name | VBI VACCINES INC. | ||
Entity Central Index Key | 704,159 | ||
Trading Symbol | vbiv | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 25,498,130 | ||
Entity Public Float | $ 23,174,944 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Investment Tax Credit Carryforward [Member] | ||
CURRENT ASSETS | ||
Investment tax credits receivable | $ 155,338 | $ 133,696 |
Cash and Cash Equivalents, at Carrying Value | 7,282,312 | 12,604,273 |
Prepaid expenses and deposits | 408,466 | 400,827 |
Government receivables | 41,521 | 33,590 |
Current assets | 7,887,637 | 13,172,386 |
PROPERTY AND EQUIPMENT, NET | 115,453 | 106,500 |
INTANGIBLES, NET | 356,825 | 380,148 |
Assets | 8,359,915 | 13,695,034 |
CURRENT LIABILITIES | ||
Accounts payable | 1,239,774 | 650,142 |
Accrued liabilities | 890,681 | 568,535 |
Current portion of long-term debt | 900,000 | 375,000 |
Current liabilities | 3,030,455 | 1,593,677 |
LONG-TERM DEBT, NET | 1,088,015 | 1,375,190 |
Liabilities | $ 4,118,470 | $ 2,968,867 |
COMMITMENTS AND CONTINGENCIES (NOTE 13 and 14) | ||
STOCKHOLDERS' EQUITY (DEFICIENCY) | ||
Common stock (authorized 200,000,000; issued 25,031,942; par value $0.0001) (2014 - issued 20,012,760) | $ 2,504 | $ 2,002 |
Convertible preferred stock (authorized 30,000,000; issued 994,800; par value $0.0001) (2014 - issued 2,996,482) | 99 | 299 |
Warrants | 1,027,000 | 1,027,000 |
Additional paid-in capital | 86,570,033 | 79,098,591 |
Accumulated other comprehensive income | 42,784 | 67,513 |
Retained Earnings (Accumulated Deficit) | (83,400,975) | (69,505,238) |
Stockholders' equity | 4,241,445 | 10,690,167 |
Liabilities and stockholders' equity | $ 8,359,915 | $ 13,695,034 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 25,031,942 | 20,012,760 |
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Convertible preferred stock, shares issued (in shares) | 994,800 | 2,996,482 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Collaboration revenue | $ 395,960 | |
Expenses | ||
Research and development | 7,074,802 | $ 3,176,990 |
General and administration | 6,476,768 | 9,985,946 |
Total expenses | 13,551,570 | 13,162,936 |
Net loss from operations | (13,155,610) | (13,162,936) |
Interest expense | (357,350) | (957,835) |
Foreign exchange gain (loss) | 41,117 | (117,634) |
Accretion of debt discount | (425,086) | (172,374) |
Interest income | 1,192 | 2,970 |
NET LOSS | (13,895,737) | (14,407,809) |
Currency translation adjustment | (24,729) | 67,513 |
COMPREHENSIVE LOSS | $ (13,920,466) | $ (14,340,296) |
Loss per share of common stock, basic and diluted (in dollars per share) | $ (0.65) | $ (1.55) |
Weighted-average number of common shares outstanding, basic and diluted (in shares) | 21,438,958 | 9,321,273 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficiency) - USD ($) | Convertible Debt [Member]Common Stock [Member] | Convertible Debt [Member]Preferred Stock [Member] | Convertible Debt [Member]Warrant [Member] | Convertible Debt [Member]Additional Paid-in Capital [Member] | Convertible Debt [Member]AOCI Attributable to Parent [Member] | Convertible Debt [Member]Retained Earnings [Member] | Convertible Debt [Member] | VBI US [Member]Common Stock [Member] | VBI US [Member]Preferred Stock [Member] | VBI US [Member]Warrant [Member] | VBI US [Member]Additional Paid-in Capital [Member] | VBI US [Member]AOCI Attributable to Parent [Member] | VBI US [Member]Retained Earnings [Member] | VBI US [Member] | Common Shares [Member]Common Stock [Member] | Common Shares [Member]Preferred Stock [Member] | Common Shares [Member]Warrant [Member] | Common Shares [Member]Additional Paid-in Capital [Member] | Common Shares [Member]AOCI Attributable to Parent [Member] | Common Shares [Member]Retained Earnings [Member] | Common Shares [Member] | Preferred Shares [Member]Common Stock [Member] | Preferred Shares [Member]Preferred Stock [Member] | Preferred Shares [Member]Warrant [Member] | Preferred Shares [Member]Additional Paid-in Capital [Member] | Preferred Shares [Member]AOCI Attributable to Parent [Member] | Preferred Shares [Member]Retained Earnings [Member] | Preferred Shares [Member] | July 2014 PIPE [Member]Common Stock [Member] | July 2014 PIPE [Member]Preferred Stock [Member] | July 2014 PIPE [Member]Warrant [Member] | July 2014 PIPE [Member]Additional Paid-in Capital [Member] | July 2014 PIPE [Member]AOCI Attributable to Parent [Member] | July 2014 PIPE [Member]Retained Earnings [Member] | July 2014 PIPE [Member] | Common Stock [Member] | Preferred Stock [Member] | Warrant [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2013 | 1,171,892 | |||||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2013 | $ 117 | $ 33,088,470 | $ (50,315,581) | $ (17,226,994) | ||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 41,016 | 41,016 | ||||||||||||||||||||||||||||||||||||||||
Common shares issued for cash upon exercise of stock options | $ 4 | (3) | $ 1 | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 7,341,627 | 558,837 | 284,602 | |||||||||||||||||||||||||||||||||||||||
Common shares issued on conversion of convertible notes | $ 734 | $ 19,746,350 | $ 19,747,084 | $ 56 | $ 1,018,848 | $ 1,018,904 | $ 28 | $ 520,544 | $ 520,572 | |||||||||||||||||||||||||||||||||
Effect of reverse merger recapitalization on July 25, 2014 (in shares) | 3,466,093 | 2,711,880 | ||||||||||||||||||||||||||||||||||||||||
Effect of reverse merger recapitalization on July 25, 2014 | $ 347 | $ 271 | 5,249,382 | 5,250,000 | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,548,502 | 461,731 | 295,001 | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 155 | $ 3,321,382 | $ 3,321,537 | $ 46 | $ 990,368 | $ 990,414 | $ 30 | 739,470 | $ 739,500 | |||||||||||||||||||||||||||||||||
Beneficial conversion feature on Series 1 Preferred Shares | 4,781,848 | $ (4,781,848) | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,128,061 | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 513 | $ 9,212,522 | $ 9,213,035 | |||||||||||||||||||||||||||||||||||||||
Warrants issued with long-term debt (in shares) | 699,281 | |||||||||||||||||||||||||||||||||||||||||
Warrants issued with long-term debt | $ 1,027,000 | 1,027,000 | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 429,410 | 429,410 | ||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | $ 67,513 | 67,513 | ||||||||||||||||||||||||||||||||||||||||
Net loss | $ (14,407,809) | (14,407,809) | ||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2014 | 20,012,760 | 2,996,482 | 699,281 | |||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2014 | $ 2,002 | $ 299 | $ 1,027,000 | $ 79,098,591 | $ 67,513 | $ (69,505,238) | $ 10,690,167 | |||||||||||||||||||||||||||||||||||
Common shares issued for cash, August 2015 PIPE, net of share issuance costs (in shares) | 5,128,061 | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,001,682 | (2,001,682) | ||||||||||||||||||||||||||||||||||||||||
Common shares issued on conversion of convertible notes | $ 200 | $ (200) | ||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 17,500 | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 2 | $ 44,798 | $ 44,800 | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 300 | 6,222,844 | 6,223,144 | |||||||||||||||||||||||||||||||||||||||
Stock-based compensation | $ 1,203,800 | 1,203,800 | ||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | $ (24,729) | (24,729) | ||||||||||||||||||||||||||||||||||||||||
Net loss | $ (13,895,737) | (13,895,737) | ||||||||||||||||||||||||||||||||||||||||
Balance (in shares) at Dec. 31, 2015 | 25,031,942 | 994,800 | 699,281 | |||||||||||||||||||||||||||||||||||||||
Balance at Dec. 31, 2015 | $ 2,504 | $ 99 | $ 1,027,000 | $ 86,570,033 | $ 42,784 | $ (83,400,975) | $ 4,241,445 | |||||||||||||||||||||||||||||||||||
Common shares issued for cash, August 2015 PIPE, net of share issuance costs (in shares) | 3,000,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING | ||
Net loss | $ (13,895,737) | $ (14,407,809) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Amortization of property and equipment and intangibles | 132,545 | 115,641 |
Amortization of deferred financing costs | 187,739 | 210,249 |
Stock-based compensation expense | 1,203,800 | 429,410 |
Accretion of debt discount | $ 425,086 | 172,374 |
Interest accrued on convertible notes | 812,832 | |
Stock-based compensation for services | $ 44,800 | 739,500 |
Stock-based merger transaction costs | 3,321,537 | |
Net change in operating working capital items | $ 874,566 | 434,472 |
Operating | $ (11,027,201) | (8,171,794) |
INVESTING | ||
Funds held in escrow | 777,746 | |
Acquisition of property and equipment | $ (77,765) | (112,328) |
Acquisition of intangibles | (108,069) | (18,186) |
Investing | $ (185,834) | 647,232 |
FINANCING | ||
Issuance of common shares from exercise of stock options | 1 | |
Proceeds from issuance of common shares for cash | $ 6,285,700 | 15,214,561 |
Proceeds from issuance of preferred shares for cash | 1,035,135 | |
Share issue costs | $ (62,556) | (796,247) |
Proceeds from Convertible Debt | 1,500,000 | |
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 | $ (375,000) | |
Financing | 5,848,144 | $ 19,348,017 |
Effect of exchange rate changes on cash and cash equivalents | 42,930 | 156,399 |
CHANGE IN CASH AND CASH EQUIVALENTS FOR THE YEAR | (5,321,961) | 11,979,854 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 12,604,273 | 624,419 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 7,282,312 | 12,604,273 |
Supplementary information: | ||
Interest paid | 357,350 | $ 145,000 |
Capital expenditures included in accrued liabilities | $ 4,090 | |
Non-cash investing and financing: | ||
Issuance of common stock in connection with conversion of notes payable | $ 20,765,988 | |
Issuance of preferred stock in connection with conversion of notes payable | 520,572 | |
Debt discount on long-term debt | $ 1,027,000 |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Continuation of Business | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
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. In April 2015, the Company began the toxicology trial for the Company’s human CMV vaccine. The toxicology trial lasted approximately 6 months and provided data that will be used in regulatory submissions, along with other information, in order to obtain regulatory approval to proceed with the Phase I clinical trial in humans. The Company expects to advance its first product candidate into Phase I clinical trials during the first half of 2016. 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 proposed merger with SciVac Pharmaceuticals Inc. On October 26, 2015, the Company, SciVac entered into the SciVac Merger Agreement, pursuant to which, subject to the satisfaction or waiver of certain conditions, the Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of SciVac (the “Proposed Merger”). At the effective time of the Proposed Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.0001 per share (the “Company Common Stock”) (including shares of Company Common Stock issued prior to the Effective Time upon conversion of the Company’s Series 1 Convertible Preferred Stock, par value $0.0001 per share (the “Company Preferred Stock”)) will be converted into the right to receive common shares of SciVac, no par value per share (the “SciVac Common Shares”), in the ratio of 20.808356 SciVac Common Shares for each share of Company Common Stock (subject to proportionate adjustments for forward or reverse stock splits pursuant to the terms of the Merger Agreement) (the “Exchange Ratio”). In addition, at the Effective Time, each of the Company's outstanding warrants and options will convert into warrants and options to purchase SciVac Common Shares as adjusted by the Exchange Ratio, as defined in the SciVac Merger Agreement. The SciVac Merger Agreement also initially contemplated the closing of public or private equity financing with aggregate gross proceeds of at least $25 million contemporaneously with the SciVac Merger and includes various closing conditions standard to transactions of this nature. The transaction is expected to close during the first quarter of 2016, or as soon as possible thereafter, and is not expected to have a significant impact on the current research operations of the Company. On December 17, 2015, the Company entered into a First Amendment to Agreement and Plan of Merger. The Amendment removed the Capital Raising Transaction as a condition to the closing of the Proposed Merger. The Paulson (PLCC) 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 “PLCC Merger”), with VBI US surviving as a wholly owned subsidiary of Paulson. On July 25, 2014, the PLCC Merger closed, following stockholder approval, 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. In connection with the PLCC Merger, the Company completed two rounds of financing raising gross proceeds of $16.25 million and obtained $3 million of a $6 million term loan facility. The financial statements of VBI US were 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 was retroactively restated to reflect the number of shares issued in the transaction. Continuation of business and liquidity The Company has not generated any product revenues and has incurred recurring operating losses and negative cash flows from operations 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. The Company’s accumulated deficit as of December 31, 2015 was $83.4 million and the Company expects to incur substantial losses in future periods. 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 the Company’s planned product candidates. As of December 31, 2015, the Company had approximately $7.3 million of cash and cash equivalents and working capital of $4.9 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 matters described above raise substantial doubt about the Company’s ability to continue as a going concern. 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 accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. |
Note 2 - Significant Accounting
Note 2 - Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. SIGNIFICANT ACCOUNTING POLICIES Reclassification 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 The Company’s results of operations are subject to foreign currency exchange rate fluctuations primarily due to its activity in Canada. The Company reports the results of operations in U.S. dollars, while the functional currency of 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 and includes them on the accompanying consolidated balance sheets as a deduction from the debt liability. 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 Transactions in foreign currencies are translated at the rate of exchange in effect at the transaction date and transaction gains and losses are included in net loss in the statements of comprehensive loss. 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. Revenue recognition Revenue is recognized when all of the following criteria are met: ● Persuasive evidence of an arrangement exists ● Delivery has occurred or services have been rendered and there are no future performance obligations ● The amount of revenue is fixed or determinable ● Collectability is reasonably assured Milestone payments are immediately recognized as revenue if the Company has no future performance obligations, collectability is reasonably assured and the contractually specified milestone is achieved. Otherwise, revenue is recognized over the term of the agreement or the performance period using a percentage of effort incurred. The level of effort is based on estimates of total expected time or duration to complete the work which is compared to the period of time incurred to date in order to arrive at an estimate of the percentage or revenue earned to date. Upfront payments in recognition of past research and development efforts are recognized as revenue upon execution of the licensing and collaboration agreements, as there are no future obligations and collections are reasonably assured. Collaboration revenue consists of non-refundable advance payments received in accordance with licensing and collaboration agreements. Collaboration revenue is deferred and recognized over the performance period which is the period over which the Company maintains substantive contractual obligations. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the consolidated balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue (a component of current liabilities). Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as long-term deferred revenue. The term over which advance payments are recognized is revised if the period over which the Company maintains substantive contractual obligations changes. 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. 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. 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) 3 - 5 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 – 2 - 8 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 the Company's 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. 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 The Company records liabilities associated with loss contingencies to the extent that the Company concludes 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 15, Legal Proceedings, for further information regarding the Company’s current loss contingencies. Recent accounting pronouncements Revenue from Contracts with Customers In May 2014, the Financial Accounting Standards Board (“FASB’) issued Accounting Standards Update (“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, 2017 and early adoption is not permitted. The Company will adopt this standard in the first quarter of 2018. The Company is evaluating what impact, if any, this guidance may have on the consolidated financial statements. 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 issued ASU 2014-16 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. Eliminating the Concept of Extraordinary Items The FASB issued ASU 2015-1 that eliminates the concept of extraordinary items from U.S. GAAP as part of its simplification initiative. The ASU eliminates the need for entities to evaluate whether transactions or events are both unusual in nature and infrequently occurring. Entities will continue to evaluate whether items are unusual in nature or infrequent in their occurrence for presentation and disclosure purposes and when estimating the annual effective tax rate for interim periods. The ASU applies to all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company does not expect the adoption to have a material impact on its consolidated financial statements. Consolidation The FASB issued ASU 2015-2 guidance to improve targeted areas of the consolidation guidance and reduce the number of consolidation models. The new consolidation standard changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity (VIE), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. It also eliminates the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. The new guidance is effective in fiscal years beginning after December 15, 2015. Early adoption is allowed, including early adoption in an interim period. The Company does not expect the adoption to have a material impact on its consolidated financial statements. In addition, the guidance proposes to simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments in this ASU eliminate the requirement to retrospectively account for those adjustments and eliminates the requirement to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. Presentation of debt issuance costs The FASB issued ASU 2015-03 guidance to simplify the presentation of debt issuance costs. Debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction for the debt liability as opposed to recorded as a separate asset, except when incurred before receipt of the funding from the associated debt liability. This is similar to the presentation of debt discounts or premiums. This ASU requires retrospective application which is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Deferred financing costs are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the related debt. |
Note 3 - Cash and Cash Equivale
Note 3 - Cash and Cash Equivalents | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Cash and Cash Equivalents Disclosure [Text Block] | 3. CASH AND CASH EQUIVALENTS 2015 2014 Cash $ 2,282,071 $ 4,604,269 Money market funds 5,000,241 8,000,004 Total cash and cash equivalents $ 7,282,312 $ 12,604,273 |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 4. PROPERTY AND EQUIPMENT 2015 Cost Accumulated Amortization Net Book Value Research equipment $ 1,210,426 $ 1,116,935 $ 93,491 Office equipment 78,440 72,015 6,425 Computer equipment and software 56,593 47,170 9,423 Leasehold improvements 15,981 9,867 6,114 $ 1,361,440 $ 1,245,987 $ 115,453 2014 Cost Accumulated Amortization Net Book 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 Depreciation expense for the year ended December 31, 2015 was $56,920 (2014 – $88,704). |
Note 5 - Intangbiles
Note 5 - Intangbiles | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 5. INTANGIBLES 2015 Cost Accumulated Amortization Net Book Value Patents $ 599,401 $ 242,576 $ 356,825 2014 Cost Accumulated Amortization Net Book Value Patents $ 586,198 $ 206,050 $ 380,148 The patents were acquired from ePixis SA (“ePixis”) on August 12, 2011. The transaction was accounted for as an asset acquisition due to the underlying circumstances of the transaction. In addition to the $450,000 initial payment for the technology and $75,000 in related transaction costs, the Company paid contingent consideration of approximately $110,000. The contingent consideration related to the achievement of the first milestone as described in Note 13, which occurred during the three months ended June 30, 2015. The weighted average amortization period related to intangible assets acquired during 2015 was 5.7 years. The contingent consideration was not previously recognized as a liability as the probability of payment was deemed remote. The amount of amortization for patents for the year ended December 31, 2015 was $75,625 (2014: $73,327). Amortization for the next five years is expected to be: $73,594, $66,398, $65,992, $65,640 and $61,695. Future costs incurred to extend the life of the patents will be expensed. |
Note 6 - Loss Per Share of Comm
Note 6 - Loss Per Share of Common Stock | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 6. 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 10, Stockholders’ Deficiency and Additional Paid-in Capital. The following potentially dilutive securities outstanding at December 31, 2015 and 2014 have been excluded from the computation of diluted weighted average shares outstanding, as they would be antidilutive: 2015 2014 Convertible preferred stock 994,800 2,996,482 Warrants 699,281 699,281 Stock options 4,045,239 2,797,239 5,739,320 6,493,002 |
Note 7 - Fair Value Measurement
Note 7 - Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 7. FAIR VALUE MEASUREMENTS 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 fair value of the Company’s long-term debt is estimated to be $2,598,500 at December 31, 2015 (2014 - $2,885,000). |
Note 8 - Related Party Converti
Note 8 - Related Party Convertible Notes | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Convertible Debt [Text Block] | 8. 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. |
Note 9 - Long-term Debt
Note 9 - Long-term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | 9. LONG-TERM DEBT 2015 2014 Gross proceeds and detachable warrants $ 3,000,000 $ 3,000,000 Less: Portion of gross proceeds attributable to warrants to detachable warrants (1,027,000 ) (1,027,000 Add: accretion of discount, cumulative 597,460 172,374 Less: principal payments (375,000 ) - Less: deferred financing costs, net (207,445 ) (395,184 ) Less: current portion (900,000 ) (375,000 ) $ 1,088,015 $ 1,375,190 Contemporaneous with the PLCC Merger, the Company executed a term loan facility in favor of Perceptive Credit Opportunities Fund, LP (the “Lender”) 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. Borrowings under the facility are secured by all of the Company’s assets. 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%. The interest rate as of December 31, 2015 was 12%. 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 14. On September 30, 2014, the Company, VBI US, VBI Cda and the Lender executed the 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”). On March 19, 2015, the Company, VBI US, VBI Cda and the Lender executed the Second Amendment to Credit Agreement (“Amendment No. 2”). Amendment No. 2 further extends the Milestone Requirement from December 31, 2014 to April 30, 2015, afterwhich there have been no further amendments. The Credit Agreement otherwise remains in full force and effect without modification. |
Note 10 - Stockholders' Deficie
Note 10 - Stockholders' Deficiency and Additional Paid-in Capital | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 10. STOCKHOLDERS’ DEFICIENCY AND ADDITIONAL PAID-IN CAPITAL The outstanding preferred shares have been designated Series 1 Convertible Preferred Shares (the “Series 1 Preferred Stock”). The Series 1 Preferred Stock is 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 submitted to VBI’s common stock holders with a number of votes equal to 41.66% of the number of shares of VBI common stock that such shares of Series 1 Preferred Stock are convertible into. 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 PLCC Merger, the Company issued 20,001 restricted common shares to former Paulson employees contemporaneously with the PLCC Merger, effective July 25, 2014. The fair value of the common shares amounted to $85,000 and was determined using the closing price 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. On July 30, 2015, the Company issued an aggregate of 17,500 shares of the Company’s common stock pursuant to a consulting agreement as compensation for past services performed by the consultant. An amount of $44,800 was recorded as consulting services expense and included in the general and administration costs under such caption in the accompanying consolidated statements of comprehensive loss. The amount was based on the NASDAQ closing price of $2.56 on July 30, 2015. On November 10, 2015 and November 12, 2015, a total of 2,001,682 shares of the Company's common stock were issued pursuant to the conversion of 2,001,682 shares of the Series 1 Preferred Stock. 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. 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 PLCC Merger, the transaction closed. The investors received 1,964,974 common shares and 2,711,880 shares of Series 1 Preferred Stock. 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. August 2015 PIPE On August 13, 2015, the Company entered into a securities purchase agreement by and among the Company and nineteen accredited investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell up to 3,000,000 shares of the Company’s common stock to the Purchasers at a purchase price per share equal to 85% of the average of the volume weighted average prices of the common stock reported by Bloomberg LP for the ten trading days immediately prior to each closing (the “Private Placement”). On August 13, 2015, the Company completed the first closing of the Private Placement, whereby the Company sold 2,285,000 shares its of common stock to certain of the Purchasers at a per share price of $2.10 for gross proceeds equal to $4,798,500. On August 14, 2015, the Company completed the final closing of the Private Placement whereby the Company sold 715,000 shares of its common stock at a per share price of $2.08 for gross proceeds equal to $1,487,200. The Company raised aggregate gross proceeds equal to $6,285,700 and does not owe any commissions in connection with the Private Placement. The Company filed the Resale Registration Statement with the Securities and Exchange Commission on August 27, 2015 and it was declared effective by the Securities and Exchange Commission on September 2, 2015. 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, 2015, 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 2006 Plan, and designated the number of options, exercise price and vesting period of the new options. At December 31, 2015, 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 PLCC 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, but the 2006 Plan was superseded by the 2014 Plan (as defined below) following the PLCC Merger and no further options will be issued under the 2006 Plan. 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. The 2013 Plan was approved by the shareholders on November 8, 2013. 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 PLCC 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 initially reserved 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. On April 22, 2015, the Board of Directors increased the Share Reserve by 1,000,638 shares and by a further 1,251,597 shares on January 26, 2016. All future grants will be from the 2014 Plan. The maximum number of options issuable under the option plans is summarized in the following table: Number of Options or Shares Options Outstanding Options Expired Shares Issued or Exercised Available for Future Grants Total 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 1,412,000 - 20,001 384,325 1,816,326 Total as at December 31, 2015 4,045,239 51,129 360,542 384,325 4,841,235 Activity related to stock options is as follows: Number of Options Weighted Average Exercise Price 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 ) $ 3.80 Balance outstanding as at December 31, 2014 2,797,239 $ 2.19 Granted 1,248,000 $ 2.56 Balance outstanding as at December 31, 2015 4,045,239 $ 2.30 No stock options expired in 2015 or 2014. Non-vested options at December 31, 2015, and 2014 were 2,440,668 and 1,927,696, respectively. No options were exercised during the year ended December 31, 2015. The intrinsic value of options exercised during the year ended December 31, 2014 was $88,009. The total fair value of options vested during the years ended December 31, 2015, and 2014 was $1,243,922 and $512,035, respectively. The aggregate intrinsic value of stock options outstanding at December 31, 2015 and 2014 was $557,830 and $3,201,180 and for options exercisable was $503,080 and $1,142,810, respectively. The intrinsic value of outstanding and exercisable stock options is calculated as the quoted market price of the stock at the balance sheet date less the exercise price of the option. Exercise Price Number Outstanding at December 31, 2015 Weighted Average Remaining Contractual Life (Years) Number Exercisable at December 31, 2015 Weighted Average Exercise Price $ 1.30 469,596 5.0 441,320 $ 1.30 $ 2.15 1,844,579 8.6 653,288 $ 2.15 $ 2.56 1,203,000 9.6 125,315 $ 2.56 $ 2.63 310,191 3.8 310,191 $ 2.63 $ 2.65 45,000 9.3 7,501 $ 2.65 $ 3.80 8,871 7.5 8,871 $ 3.80 $ 4.25 164,000 8.6 58,085 $ 4.25 $ 2.30 4,045,239 8.1 1,604,571 $ 2.13 Stock-based compensation expense 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: 2015 2014 Volatility 82.9% - 87.8 % 82.6% - 85.2% Risk free interest rate 1.56% - 1.87 % 1.51% - 1.92% Expected term in years 6.25 6.25 - 10 Expected dividend yield - - Weighted average fair value per option $ 1.86 $1.40 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, 2015 and 2014 was as follows: Year Ended December 31 2015 2014 Research and development $ 324,200 $ 127,200 General and administrative 879,600 302,210 Total stock-based compensation expense $ 1,203,800 $ 429,410 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 and the Company’s recent historic volatility. There is $4,533,522 of unrecognized compensation as at December 31, 2015. This expense will be recognized over a weighted average period of 3.0 years. Management estimates the expected life of the options to approximate their actual remaining life of 8.1 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 9, entitle the Lender to purchase 699,281 common shares with an exercise price of $2.145 which is equal to the price per share of the common stock paid by investors in the $11 million July 2014 PIPE. 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. 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, 2013 882,627 $ 1.30 Issued 699,281 $ 2.145 Expired (882,627 ) $ 1.30 Balance outstanding as at December 31, 2014 and 2015 699,281 $ 2.145 |
Note 11 - Income Taxes
Note 11 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 11. 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. A reconciliation of the combined income tax rate with the Company’s effective tax rate and income tax provisions are as follows: 2015 2014 Net loss $ 13,895,737 $ 14,407,809 Expected statutory rate (recovery) (40.2 % ) (40.2 % ) Expected recovery of income tax (5,586,100 ) (5,791,939 ) Investment tax credit on excess research and development expenses (208,000 ) (679,000 ) Merger transaction costs 421,000 1,861,000 Effect of change of foreign exchange rate 2,165,000 1,499,000 Change in valuation allowance 1,697,000 1,845,665 Effect of foreign tax rate difference 898,000 461,000 Change in tax rates - 397,000 Stock based compensation 389,000 130,000 Accretion on debt discount 171,000 69,000 Permanent differences & other 53,100 208,274 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 $24.3 million and $19.6 million at December 31, 2015 and 2014, 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 $22.2 million and $21.1 million, as of December 31, 2015 and December 31, 2014, respectively, available to offset future taxable income which expire beginning in 2026. At December 31, 2015, the Company has approximately $3.3 million (2014 - $3.7 million) of non-refundable investment tax credits available to carry forward and reduce future years’ Canadian federal income taxes. At December 31, 2015, the Company has approximately $0.6 million (2014 - $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 2026 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 of December 31, 2015, these unclaimed expenses total approximately $12.8 million (2014 - $13.7 million). These are available without expiry to reduce future years’ taxable income in Canada. The deferred tax asset consists of the following: 2015 2014 Tax losses $ 15,637,000 $ 13,575,000 SR&ED pool 3,387,000 3,639,000 Investment tax credits 3,006,000 3,277,000 Tax basis exceeding book on capital assets 152,000 124,000 Stock based compensation 173,000 43,000 22,355,000 20,658,000 Valuation allowance (22,355,000 ) (20,658,000 ) 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 12 - Net Changes in Operat
Note 12 - Net Changes in Operating Working Capital Items | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | 12. NET CHANGES IN OPERATING WORKING CAPITAL ITEMS 2015 2014 Investment tax credits receivable $ (21,642 ) $ (7,166 ) Prepaid expenses and deposits (7,639 ) (293,394 ) Government receivables (7,931 ) 23,072 Accounts payable and accrued liabilities 911,778 711,960 Total net changes in operating working capital items $ 874,566 $ 434,472 |
Note 13 - Contingencies
Note 13 - Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Contingencies Disclosure [Text Block] | 13. CONTINGENCIES Consultants 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. The Company may elect to issue shares of common stock in lieu of the stock options should the consultants agree to such terms. Licensing In connection with the acquisition of the ePixis technology, VBI also agreed to make certain contingent payments as follows: Upon the completion of a “Successful Technology Transfer”, as defined in the Sale and Purchase Agreement (“SPA”), to a contract manufacturing organization, VBI paid €101,720 (approximately $110,000 and referred to as the “Transfer Payment”) to the Sellers during the second quarter of 2015. Aside from the $450,000, during 2011, initial payment for the technology and the Transfer Payment of approximately $110,000, there was approximately $75,000 in related transaction costs. The Transfer Payment related to the achievement of the first milestone, which occurred during the three months ended June 30, 2015. The Transfer Payment was not recognized as a liability in the Company’s prior financial statements because the probability of payment had previously been deemed remote. The Company is committed to make further contingent payments pursuant to defined milestones in the SPA depending on whether there continue to exist any issued and valid claims on the acquired patents. Contingent payments include: ● Upon first approval in the U.S. or the European Union: €500,000 to €1,000,000; ● Upon commercialization when cumulative net sales equals or exceeds: o €25,000,000: €750,000 to €1,500,000; and, o €50,000,000: €1,000,000 to €2,000,000; ● Upon commercialization by one or more sublicenses when cumulative net sales equals or exceeds: o €25,000,000: €375,000 to €750,000; o €50,000,000: €375,000 to €750,000; o €75,000,000: €500,000 to €1,000,000; o €100,000,000: €500,000 to €1,000,000, o VBI will be obligated to pay to the Sellers the balance still owing on the total €3,500,000 when either cumulative net sales of €50,000,000 by VBI or €100,000,000 by VBI and its sublicensees is achieved. The Company is further committed to pay all costs of protecting the patents and making contingent payments to the licensor of the acquired patents pursuant to defined milestones in an amendment to the related license agreement which include: royalty fees ranging between 0.75% and 1.75% depending on the level of net sales; and, lump sum payments ranging from €50,000 to €1,000,000 depending on the stage of clinical development and ultimately commercial approval. Additionally, 5% to 25% of any sublicensing fees depending on stage of clinical development are also payable to the licensor. Except for the Transfer Payment, which became due upon successful technology transfer to a contract manufacturing organization, 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 14 - Commitments
Note 14 - Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Commitments Disclosure [Text Block] | 14. COMMITMENTS Contractual obligations are as follows as of December 31, 2015: Contractual obligations Operating leases for lab and office space Principal payments on credit facility and exit fee 2016 $ 266,100 $ 900,000 2017 185,100 1,785,000 Total $ 451,200 $ 2,685,000 Rent expense for the year ended December 31, 2015 was $292,100 (2014 - $271,300). |
Note 15 - Legal Proceedings
Note 15 - Legal Proceedings | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Legal Matters and Contingencies [Text Block] | 15. 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, as amended on February 11, 2015 and March 25, 2015, 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 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 Commission on October 18, 2013 related to the solicitation of votes from shareholders to authorize the Board to pursue potential restructuring transactions. The plaintiff has asked that the Court declare the action as a class action and certify the plaintiff as the class representative, for compensatory or recissory damages, for costs and expenses and for other equitable relief as the Court deems just and proper. The Company disputes the claims asserted in this putative class action case and is vigorously contesting the matter. |
Note 16 - Subsequent Events
Note 16 - Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 16. SUBSEQUENT EVENTS On January 28, 2016, VBI issued 466,188 shares of common stock previously reserved with the Company’s transfer agent as the Indemnification Shares as defined in the PLCC Merger Agreement to former shareholders of VBI US following receipt of an indemnification claim from VBI US against the Company pre-PLCC Merger pursuant to Article VI of the PLCC Merger Agreement, which, in addition to the $250,000 of Indemnification Cash (as defined in the PLCC Merger Agreement) received by VBI US in March 2015 in response to an indemnification claim, represents the Company’s total indemnification obligation to the former VBI US shareholders under the PLCC Merger Agreement. The fair value of the shares issued will be expensed in 2016. On February 8, 2016, VBI Cda entered into an agreement with GlaxoSmithKline Biologicals SA ("GSK"), whereby the Company allowed GSK to evaluate the feasibility of using the Company's technology to formulate a vaccine. The agreement also included an option allowing GSK to negotiate license agreements for the Company's technology in the future. In consideration for granting the option and allowing GSK to conduct the evaluation, GSK paid certain fees upon execution of the agreement. The agreement may be terminated by either party for breach, upon the execution of a license agreement, or after GSK's evaluation is completed, as defined. Certain provisions of the agreement have not been publicly disclosed pending the Securities and Exchange Commission’s review of a Confidential Treatment Request submitted by the Company on February 9, 2016. The Company will recognize revenue under the agreement pursuant to its revenue recognition policy described in Note 2. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Reclassification, Policy [Policy Text Block] | Reclassification |
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 The Company’s results of operations are subject to foreign currency exchange rate fluctuations primarily due to its activity in Canada. The Company reports the results of operations in U.S. dollars, while the functional currency of 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 and includes them on the accompanying consolidated balance sheets as a deduction from the debt liability. 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 Transactions in foreign currencies are translated at the rate of exchange in effect at the transaction date and transaction gains and losses are included in net loss in the statements of comprehensive loss. 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. |
Revenue Recognition, Policy [Policy Text Block] | Revenue recognition Revenue is recognized when all of the following criteria are met: ? Persuasive evidence of an arrangement exists ? Delivery has occurred or services have been rendered and there are no future performance obligations ? The amount of revenue is fixed or determinable ? Collectability is reasonably assured Milestone payments are immediately recognized as revenue if the Company has no future performance obligations, collectability is reasonably assured and the contractually specified milestone is achieved. Otherwise, revenue is recognized over the term of the agreement or the performance period using a percentage of effort incurred. The level of effort is based on estimates of total expected time or duration to complete the work which is compared to the period of time incurred to date in order to arrive at an estimate of the percentage or revenue earned to date. Upfront payments in recognition of past research and development efforts are recognized as revenue upon execution of the licensing and collaboration agreements, as there are no future obligations and collections are reasonably assured. Collaboration revenue consists of non-refundable advance payments received in accordance with licensing and collaboration agreements. Collaboration revenue is deferred and recognized over the performance period which is the period over which the Company maintains substantive contractual obligations. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the consolidated balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue (a component of current liabilities). Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as long-term deferred revenue. The term over which advance payments are recognized is revised if the period over which the Company maintains substantive contractual obligations changes. 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. |
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. |
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) 3 - 5 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 – 2 - 8 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 the Company's 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. |
Investment Tax Credit, Policy [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 The Company records liabilities associated with loss contingencies to the extent that the Company concludes 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 15, Legal Proceedings, for further information regarding the Company’s current loss contingencies. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting pronouncements Revenue from Contracts with Customers In May 2014, the Financial Accounting Standards Board (“FASB’) issued Accounting Standards Update (“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, 2017 and early adoption is not permitted. The Company will adopt this standard in the first quarter of 2018. The Company is evaluating what impact, if any, this guidance may have on the consolidated financial statements. 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 issued ASU 2014-16 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. Eliminating the Concept of Extraordinary Items The FASB issued ASU 2015-1 that eliminates the concept of extraordinary items from U.S. GAAP as part of its simplification initiative. The ASU eliminates the need for entities to evaluate whether transactions or events are both unusual in nature and infrequently occurring. Entities will continue to evaluate whether items are unusual in nature or infrequent in their occurrence for presentation and disclosure purposes and when estimating the annual effective tax rate for interim periods. The ASU applies to all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. The Company does not expect the adoption to have a material impact on its consolidated financial statements. Consolidation The FASB issued ASU 2015-2 guidance to improve targeted areas of the consolidation guidance and reduce the number of consolidation models. The new consolidation standard changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a variable interest entity (VIE), and (c) variable interests in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. It also eliminates the VIE consolidation model based on majority exposure to variability that applied to certain investment companies and similar entities. The new guidance is effective in fiscal years beginning after December 15, 2015. Early adoption is allowed, including early adoption in an interim period. The Company does not expect the adoption to have a material impact on its consolidated financial statements. In addition, the guidance proposes to simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments in this ASU eliminate the requirement to retrospectively account for those adjustments and eliminates the requirement to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is consummated. Presentation of debt issuance costs The FASB issued ASU 2015-03 guidance to simplify the presentation of debt issuance costs. Debt issuance costs related to a recognized debt liability will be presented on the balance sheet as a direct deduction for the debt liability as opposed to recorded as a separate asset, except when incurred before receipt of the funding from the associated debt liability. This is similar to the presentation of debt discounts or premiums. This ASU requires retrospective application which is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Deferred financing costs are presented in the consolidated balance sheets as a direct deduction from the carrying amount of the related debt. |
Note 2 - Significant Accounti24
Note 2 - Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Useful Life of Property and Equipment [Table Text Block] | Research equipment (in years) 3 - 5 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 – 2 - 8 |
Note 3 - Cash and Cash Equiva25
Note 3 - Cash and Cash Equivalents (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Cash and Cash Equivalents [Table Text Block] | 2015 2014 Cash $ 2,282,071 $ 4,604,269 Money market funds 5,000,241 8,000,004 Total cash and cash equivalents $ 7,282,312 $ 12,604,273 |
Note 4 - Property and Equipme26
Note 4 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | 2015 Cost Accumulated Amortization Net Book Value Research equipment $ 1,210,426 $ 1,116,935 $ 93,491 Office equipment 78,440 72,015 6,425 Computer equipment and software 56,593 47,170 9,423 Leasehold improvements 15,981 9,867 6,114 $ 1,361,440 $ 1,245,987 $ 115,453 2014 Cost Accumulated Amortization Net Book 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 |
Note 5 - Intangbiles (Tables)
Note 5 - Intangbiles (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | 2015 Cost Accumulated Amortization Net Book Value Patents $ 599,401 $ 242,576 $ 356,825 2014 Cost Accumulated Amortization Net Book Value Patents $ 586,198 $ 206,050 $ 380,148 |
Note 6 - Loss Per Share of Co28
Note 6 - Loss Per Share of Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | 2015 2014 Convertible preferred stock 994,800 2,996,482 Warrants 699,281 699,281 Stock options 4,045,239 2,797,239 5,739,320 6,493,002 |
Note 9 - Long-term Debt (Tables
Note 9 - Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | 2015 2014 Gross proceeds and detachable warrants $ 3,000,000 $ 3,000,000 Less: Portion of gross proceeds attributable to warrants to detachable warrants (1,027,000 ) (1,027,000 Add: accretion of discount, cumulative 597,460 172,374 Less: principal payments (375,000 ) - Less: deferred financing costs, net (207,445 ) (395,184 ) Less: current portion (900,000 ) (375,000 ) $ 1,088,015 $ 1,375,190 |
Note 10 - Stockholders' Defic30
Note 10 - Stockholders' Deficiency and Additional Paid-in Capital (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Share-based Compensation, Activity [Table Text Block] | Number of Options or Shares Options Outstanding Options Expired Shares Issued or Exercised Available for Future Grants Total 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 1,412,000 - 20,001 384,325 1,816,326 Total as at December 31, 2015 4,045,239 51,129 360,542 384,325 4,841,235 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Options Weighted Average Exercise Price 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 ) $ 3.80 Balance outstanding as at December 31, 2014 2,797,239 $ 2.19 Granted 1,248,000 $ 2.56 Balance outstanding as at December 31, 2015 4,045,239 $ 2.30 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | Exercise Price Number Outstanding at December 31, 2015 Weighted Average Remaining Contractual Life (Years) Number Exercisable at December 31, 2015 Weighted Average Exercise Price $ 1.30 469,596 5.0 441,320 $ 1.30 $ 2.15 1,844,579 8.6 653,288 $ 2.15 $ 2.56 1,203,000 9.6 125,315 $ 2.56 $ 2.63 310,191 3.8 310,191 $ 2.63 $ 2.65 45,000 9.3 7,501 $ 2.65 $ 3.80 8,871 7.5 8,871 $ 3.80 $ 4.25 164,000 8.6 58,085 $ 4.25 $ 2.30 4,045,239 8.1 1,604,571 $ 2.13 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2015 2014 Volatility 82.9% - 87.8 % 82.6% - 85.2% Risk free interest rate 1.56% - 1.87 % 1.51% - 1.92% Expected term in years 6.25 6.25 - 10 Expected dividend yield - - Weighted average fair value per option $ 1.86 $1.40 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Year Ended December 31 2015 2014 Research and development $ 324,200 $ 127,200 General and administrative 879,600 302,210 Total stock-based compensation expense $ 1,203,800 $ 429,410 |
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, 2013 882,627 $ 1.30 Issued 699,281 $ 2.145 Expired (882,627 ) $ 1.30 Balance outstanding as at December 31, 2014 and 2015 699,281 $ 2.145 |
Note 11 - Income Taxes (Tables)
Note 11 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2015 2014 Net loss $ 13,895,737 $ 14,407,809 Expected statutory rate (recovery) (40.2 % ) (40.2 % ) Expected recovery of income tax (5,586,100 ) (5,791,939 ) Investment tax credit on excess research and development expenses (208,000 ) (679,000 ) Merger transaction costs 421,000 1,861,000 Effect of change of foreign exchange rate 2,165,000 1,499,000 Change in valuation allowance 1,697,000 1,845,665 Effect of foreign tax rate difference 898,000 461,000 Change in tax rates - 397,000 Stock based compensation 389,000 130,000 Accretion on debt discount 171,000 69,000 Permanent differences & other 53,100 208,274 Provision for income taxes $ - $ - |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2015 2014 Tax losses $ 15,637,000 $ 13,575,000 SR&ED pool 3,387,000 3,639,000 Investment tax credits 3,006,000 3,277,000 Tax basis exceeding book on capital assets 152,000 124,000 Stock based compensation 173,000 43,000 22,355,000 20,658,000 Valuation allowance (22,355,000 ) (20,658,000 ) Net deferred tax asset $ - $ - |
Note 12 - Net Changes in Oper32
Note 12 - Net Changes in Operating Working Capital Items (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
Cash Flow, Operating Capital [Table Text Block] | 2015 2014 Investment tax credits receivable $ (21,642 ) $ (7,166 ) Prepaid expenses and deposits (7,639 ) (293,394 ) Government receivables (7,931 ) 23,072 Accounts payable and accrued liabilities 911,778 711,960 Total net changes in operating working capital items $ 874,566 $ 434,472 |
Note 14 - Commitments (Tables)
Note 14 - Commitments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Notes Tables | |
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 2016 $ 266,100 $ 900,000 2017 185,100 1,785,000 Total $ 451,200 $ 2,685,000 |
Note 1 - Nature of Business a34
Note 1 - Nature of Business and Continuation of Business (Details Textual) | Oct. 26, 2015USD ($)$ / shares | Aug. 08, 2014USD ($) | Jul. 25, 2014USD ($) | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($)$ / shares | Dec. 31, 2013USD ($) |
SciVac Merger Agreement [Member] | Series 1 Convertible Preferred Stock [Member] | ||||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
SciVac Merger Agreement [Member] | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 20.808356 | |||||
Business Combination, Expected Aggregate Gross Proceeds from Equity Financing | $ 25,000,000 | |||||
PLCC Merger [Member] | ||||||
Proceeds from Issuance or Sale of Equity | $ 16,250,000 | |||||
Reverse Stock Split [Member] | ||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 5 | |||||
Term Loan Facility [Member] | ||||||
Proceeds from Lines of Credit | $ 3,000,000 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Convertible preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||||
Proceeds from Lines of Credit | $ 3,000,000 | |||||
Retained Earnings (Accumulated Deficit) | $ (83,400,975) | (69,505,238) | ||||
Cash and Cash Equivalents, at Carrying Value | 7,282,312 | $ 12,604,273 | $ 624,419 | |||
Working Capital | $ 4,900,000 |
Note 2 - Useful Lives of Relate
Note 2 - Useful Lives of Related Assets (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Minimum [Member] | Equipment [Member] | |
Property and equipment useful lives | 3 years |
Minimum [Member] | Patents [Member] | |
Patents (in years) | 2 years |
Maximum [Member] | Equipment [Member] | |
Property and equipment useful lives | 5 years |
Maximum [Member] | Patents [Member] | |
Patents (in years) | 8 years |
Office Equipment [Member] | |
Property and equipment useful lives | 5 years |
Computer Equipment [Member] | |
Property and equipment useful lives | 2 years |
Leasehold Improvements [Member] | |
Property and equipment useful lives |
Note 3 - Cash and Cash Equiva36
Note 3 - Cash and Cash Equivalents (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Cash | $ 2,282,071 | $ 4,604,269 |
Money market funds | 5,000,241 | 8,000,004 |
Total cash and cash equivalents | $ 7,282,312 | $ 12,604,273 |
Note 4 - Property and Equipme37
Note 4 - Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Depreciation | $ 56,920 | $ 88,704 |
Note 4 - Summary of Property an
Note 4 - Summary of Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Equipment [Member] | ||
Cost | $ 1,210,426 | $ 1,370,361 |
Accumulated Amortization | 1,116,935 | 1,298,437 |
Net Book Value | 93,491 | 71,924 |
Office Equipment [Member] | ||
Cost | 78,440 | 82,813 |
Accumulated Amortization | 72,015 | 72,132 |
Net Book Value | 6,425 | 10,681 |
Computer Equipment [Member] | ||
Cost | 56,593 | 52,382 |
Accumulated Amortization | 47,170 | 39,438 |
Net Book Value | 9,423 | 12,944 |
Leasehold Improvements [Member] | ||
Cost | 15,981 | 19,067 |
Accumulated Amortization | 9,867 | 8,116 |
Net Book Value | 6,114 | 10,951 |
Cost | 1,361,440 | 1,524,623 |
Accumulated Amortization | 1,245,987 | 1,418,123 |
Net Book Value | $ 115,453 | $ 106,500 |
Note 5 - Intangbiles (Details T
Note 5 - Intangbiles (Details Textual) | Jul. 18, 2011USD ($) | Jun. 30, 2015EUR (€) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
ePixis SA [Member] | |||||
Payments to Acquire Businesses, Gross | $ 450,000 | ||||
Business Acquisition, Transaction Costs | $ 75,000 | ||||
Payments for Milestone Obligation | € 101,720 | $ 110,000 | |||
Patents [Member] | |||||
Amortization of Intangible Assets | $ 75,625 | $ 73,327 | |||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 73,594 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 66,398 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 65,992 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 65,640 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $ 61,695 | ||||
Finite-Lived Intangible Assets, Weighted-average Amortization Period | 5 years 255 days |
Note 5 - Summary of Intangible
Note 5 - Summary of Intangible Assets (Details) - Patents [Member] - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Cost | $ 599,401 | $ 586,198 |
Accumulated Amortization | 242,576 | 206,050 |
Net Book Value | $ 356,825 | $ 380,148 |
Note 6 - Potentially Dilutive S
Note 6 - Potentially Dilutive Securities Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Convertible Debt Securities [Member] | ||
Dilutive securities outstanding (in shares) | 994,800 | 2,996,482 |
Warrant [Member] | ||
Dilutive securities outstanding (in shares) | 699,281 | 699,281 |
Employee Stock Option [Member] | ||
Dilutive securities outstanding (in shares) | 4,045,239 | 2,797,239 |
Dilutive securities outstanding (in shares) | 5,739,320 | 6,493,002 |
Note 7 - Fair Value Measureme42
Note 7 - Fair Value Measurements (Details Textual) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Long-term Debt, Fair Value | $ 2,598,500 | $ 2,885,000 |
Note 8 - Related Party Conver43
Note 8 - Related Party Convertible Notes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Jul. 25, 2014 | |
Existing and New Unrelated Investors [Member] | |||
Proceeds from Convertible Debt | $ 1,500,000 | ||
Convertible Debt [Member] | Common Stock [Member] | |||
Percentage of Share Price at Conversion | 85.00% | ||
Convertible Debt [Member] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
Common Stock [Member] | |||
Debt Instrument, Convertible, Conversion Price | $ 0.36465 | ||
Proceeds from Convertible Debt | $ 1,500,000 |
Note 9 - Long-term Debt (Detail
Note 9 - Long-term Debt (Details Textual) - USD ($) | Aug. 08, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 25, 2014 |
Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||
Term Loan Facility [Member] | Applicable Margin [Member] | ||||
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] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | |||
Proceeds from Lines of Credit | $ 3,000,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||
Proceeds from Lines of Credit | $ 3,000,000 |
Note 9 - Summary of Long-term D
Note 9 - Summary of Long-term Debt (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Gross proceeds and detachable warrants | $ 3,000,000 | $ 3,000,000 |
Less: Portion of gross proceeds attributable to warrants to detachable warrants | (1,027,000) | (1,027,000) |
Add: accretion of discount, cumulative | 597,460 | $ 172,374 |
Less: principal payments | (375,000) | |
Less: deferred financing costs, net | (207,445) | $ (395,184) |
Less: current portion | (900,000) | (375,000) |
LONG-TERM DEBT, NET | $ 1,088,015 | $ 1,375,190 |
Note 10 - Stockholders' Defic46
Note 10 - Stockholders' Deficiency and Additional Paid-in Capital (Details Textual) | Jan. 26, 2016shares | Nov. 12, 2015shares | Nov. 10, 2015shares | Aug. 14, 2015USD ($)$ / sharesshares | Aug. 13, 2015USD ($)$ / sharesshares | Jul. 30, 2015USD ($)$ / sharesshares | Apr. 22, 2015shares | Oct. 27, 2014USD ($)shares | Jul. 25, 2014USD ($)$ / sharesshares | Jan. 29, 2014USD ($)$ / sharesshares | Jul. 25, 2013USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | May. 01, 2014shares | Dec. 31, 2013shares | Jun. 19, 2013shares |
Stock Option Plan 1999 [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 0 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 36,000 | |||||||||||||||
VBI US Stock Option Plan 2006 [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,624,368 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,541 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 0 | |||||||||||||||
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 | |||||||||||||||
Stock Option Plan 1999, VBI US Stock Option Plan 2006, Stock Incentive Plan 2013 [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 0 | |||||||||||||||
Equity Incentive Plan 2014 [Member] | Increase Event [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,200,000 | |||||||||||||||
Equity Incentive Plan 2014 [Member] | Subsequent Event [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,251,597 | |||||||||||||||
Equity Incentive Plan 2014 [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,412,000 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 384,325 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 0 | 0 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,816,326 | 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 | 2,440,668 | 1,927,696 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ | $ 88,009 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ | $ 1,243,922 | 512,035 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | 557,830 | 3,201,180 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ | $ 503,080 | $ 1,142,810 | ||||||||||||||
Stock Incentive Plan 2013 [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 8,871 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 51,129 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 300,000 | 300,000 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 240,000 | |||||||||||||||
Plan 2006 and 2014 [Member] | Vest in First Anniversary [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||||||||
Plan 2006 and 2014 [Member] | Vests on a Monthly Basis [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 2.083% | |||||||||||||||
Plan 2006 and 2014 [Member] | Vest After First Anniversary [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||
Plan 2006 and 2014 [Member] | Vest in Full [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | |||||||||||||||
Plan 2006 and 2014 [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||||||||
Series 1 Convertible Preferred Stock [Member] | July 2013 PIPE [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,711,880 | |||||||||||||||
Series 1 Convertible Preferred Stock [Member] | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,001,682 | 2,001,682 | ||||||||||||||
Conversion of Stock, Shares Converted | 2,001,682 | 2,001,682 | ||||||||||||||
Reverse Stock Split [Member] | ||||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 5 | |||||||||||||||
Former Paulson Employees [Member] | ||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 20,001 | |||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ | $ 85,000 | |||||||||||||||
Consultants [Member] | ||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 275,000 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 654,500 | |||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||
Consulting Services Expense | $ | $ 44,800 | |||||||||||||||
July 2013 PIPE [Member] | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 5,250,000 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,964,974 | |||||||||||||||
January 2014 PIPE [Member] | Common Stock [Member] | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 100,000 | |||||||||||||||
July 2014 PIPE [Member] | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 11,000,000 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,128,061 | |||||||||||||||
Share Price | $ / shares | $ 2.145 | |||||||||||||||
Payments of Stock Issuance Costs | $ | $ 1,800,000 | |||||||||||||||
Stock Issued | $ | $ 11 | |||||||||||||||
Common Stock [Member] | Certain Operational Milestone [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 699,281 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 41,016 | |||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,001,682 | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 17,500 | 295,001 | ||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 2 | $ 30 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 300 | $ 513 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | 5,128,061 | ||||||||||||||
Share Price | $ / shares | $ 2.50 | |||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 250,000 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 699,281 | |||||||||||||||
Warrant [Member] | Certain Operational Milestone [Member] | ||||||||||||||||
Proceeds from Other Equity | $ | $ 3,000,000 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | ||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | ||||||||||||||||
Private Placement [Member] | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 6,285,700 | |||||||||||||||
Securities Purchase Agreement, Number of Investors | 19 | |||||||||||||||
Common stock, shares issued (in shares) | 3,000,000 | |||||||||||||||
Shares Issued, Price per Share, Percentage of Volume Weighted Average Common Stock Price Reported by Bloomberg LP | 85.00% | |||||||||||||||
Number of Trading Days Prior to Each Closing | 10 days | |||||||||||||||
Private Placement, First Closing [Member] | ||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2.10 | |||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 4,798,500 | |||||||||||||||
Common stock, shares issued (in shares) | 2,285,000 | |||||||||||||||
Private Placement, Final Closing [Member] | ||||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2.08 | |||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 1,487,200 | |||||||||||||||
Common stock, shares issued (in shares) | 715,000 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,045,239 | 2,797,239 | 880,792 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 41,016 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 384,325 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 51,129 | |||||||||||||||
Common Stock, Voting Rights, Percent | 41.66% | |||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 17,500 | |||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 44,800 | $ 739,500 | ||||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 2.56 | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ | 6,223,144 | 9,213,035 | ||||||||||||||
Proceeds from Issuance of Common Stock | $ | 6,285,700 | 15,214,561 | ||||||||||||||
Payments of Stock Issuance Costs | $ | $ 62,556 | $ 796,247 | ||||||||||||||
Common stock, shares issued (in shares) | 25,031,942 | 20,012,760 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 4,841,235 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 360,542 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,000,638 | |||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ | $ 4,533,522 | |||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 8 years 36 days | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.145 |
Note 10 - Options Issuable unde
Note 10 - Options Issuable under the Option Plans (Details) - shares | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | May. 01, 2014 | Dec. 31, 2013 | Jun. 19, 2013 | |
VBI US Stock Option Plan 2006 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 2,624,368 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 100,541 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,724,909 | ||||
Stock Incentive Plan 2013 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 8,871 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 51,129 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 240,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 300,000 | 300,000 | |||
Equity Incentive Plan 2014 [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,412,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 0 | 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 20,001 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 384,325 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,816,326 | 815,688 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 4,045,239 | 2,797,239 | 880,792 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 51,129 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 360,542 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 384,325 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 4,841,235 |
Note 10 - Activity Related to S
Note 10 - Activity Related to Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Balance outstanding (in shares) | 2,797,239 | 880,792 |
Balance outstanding (in dollars per share) | $ 2.19 | $ 1.89 |
Granted (in shares) | 1,248,000 | 2,008,592 |
Granted (in dollars per share) | $ 2.56 | $ 2.32 |
Exercised (in shares) | (41,016) | |
Exercised (in dollars per share) | $ 0.0001 | |
Forfeited (vested: 51,129; unvested: NIL) (in shares) | (51,129) | |
Balance outstanding (in shares) | 4,045,239 | 2,797,239 |
Balance outstanding (in dollars per share) | $ 2.30 | $ 2.19 |
Note 10 - Shares Issued under S
Note 10 - Shares Issued under Stock Option Plans, by Exercise Price (Details) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Exercise Price 1 [Member] | |
Exercise Price (in dollars per share) | $ / shares | $ 1.30 |
Number Outstanding (in shares) | shares | 469,596 |
Weighted Average Remaining Contractual Life | 5 years |
Number Exercisable (in shares) | shares | 441,320 |
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 1.30 |
Exercise Price 2 [Member] | |
Exercise Price (in dollars per share) | $ / shares | $ 2.15 |
Number Outstanding (in shares) | shares | 1,844,579 |
Weighted Average Remaining Contractual Life | 8 years 219 days |
Number Exercisable (in shares) | shares | 653,288 |
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 2.15 |
Exercise Price 3 [Member] | |
Exercise Price (in dollars per share) | $ / shares | $ 2.56 |
Number Outstanding (in shares) | shares | 1,203,000 |
Weighted Average Remaining Contractual Life | 9 years 219 days |
Number Exercisable (in shares) | shares | 125,315 |
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 2.56 |
Exercise Price 4 [Member] | |
Exercise Price (in dollars per share) | $ / shares | $ 2.63 |
Number Outstanding (in shares) | shares | 310,191 |
Weighted Average Remaining Contractual Life | 3 years 292 days |
Number Exercisable (in shares) | shares | 310,191 |
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 2.63 |
Exercise Price 5 [Member] | |
Exercise Price (in dollars per share) | $ / shares | $ 2.65 |
Number Outstanding (in shares) | shares | 45,000 |
Weighted Average Remaining Contractual Life | 9 years 109 days |
Number Exercisable (in shares) | shares | 7,501 |
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 2.65 |
Exercise Price 6 [Member] | |
Exercise Price (in dollars per share) | $ / shares | $ 3.80 |
Number Outstanding (in shares) | shares | 8,871 |
Weighted Average Remaining Contractual Life | 7 years 182 days |
Number Exercisable (in shares) | shares | 8,871 |
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 3.80 |
Exercise Price 7 [Member] | |
Exercise Price (in dollars per share) | $ / shares | $ 4.25 |
Number Outstanding (in shares) | shares | 164,000 |
Weighted Average Remaining Contractual Life | 8 years 219 days |
Number Exercisable (in shares) | shares | 58,085 |
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 4.25 |
Exercise Price (in dollars per share) | $ / shares | $ 2.19 |
Number Outstanding (in shares) | shares | 4,045,239 |
Weighted Average Remaining Contractual Life | 8 years 36 days |
Number Exercisable (in shares) | shares | 1,604,571 |
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 2.13 |
Note 10 - Value Assumptions of
Note 10 - Value Assumptions of Stock Options (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Minimum [Member] | ||
Volatility | 82.90% | 82.60% |
Risk free interest rate | 1.56% | 1.51% |
Expected term in years | 6 years 91 days | |
Expected dividend yield | ||
Weighted average fair value per option (in dollars per share) | ||
Maximum [Member] | ||
Volatility | 87.80% | 85.20% |
Risk free interest rate | 1.87% | 1.92% |
Expected term in years | 10 years | |
Expected dividend yield | ||
Weighted average fair value per option (in dollars per share) | ||
Volatility | ||
Risk free interest rate | ||
Expected term in years | 6 years 91 days | |
Expected dividend yield | ||
Weighted average fair value per option (in dollars per share) | $ 1.86 | $ 1.40 |
Note 10 - Stock-based Compensat
Note 10 - Stock-based Compensation Expense (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Research and Development Expense [Member] | ||
Stock-based compensation expense | $ 324,200 | $ 127,200 |
General and Administrative Expense [Member] | ||
Stock-based compensation expense | 879,600 | 302,210 |
Stock-based compensation expense | $ 1,203,800 | $ 429,410 |
Note 10 - Value Assumptions o52
Note 10 - Value Assumptions of Warrants (Details) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2015 | |
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 years 91 days |
Note 10 - Activity Related to W
Note 10 - Activity Related to Warrants (Details) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Balance outstanding (in shares) | 699,281 | 882,627 | |
Balance outstanding (in dollars per share) | $ 2.145 | $ 1.30 | |
Issued (in shares) | 699,281 | ||
Issued (in dollars per share) | $ 2.145 | ||
Expired (in shares) | (882,627) | ||
Expired (in dollars per share) | $ 1.30 |
Note 11 - Income Taxes (Details
Note 11 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Foreign Tax Authority [Member] | Canada Revenue Agency [Member] | Investment Tax Credit Carryforward [Member] | ||
Tax Credit Carryforward, Amount | $ 3,300,000 | $ 3,700,000 |
Foreign Tax Authority [Member] | Canada Revenue Agency [Member] | Research Tax Credit Carryforward [Member] | ||
Tax Credit Carryforward, Amount | $ 12,800,000 | 13,700,000 |
Foreign Tax Authority [Member] | Canada Revenue Agency [Member] | ||
Combined Income Tax Rate, Federal Income Tax and State Income Tax | 26.50% | |
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% | |
Operating Loss Carryforwards | $ 22,200,000 | 21,100,000 |
Foreign Tax Authority [Member] | Ontario Province [Member] | Investment Tax Credit Carryforward [Member] | ||
Tax Credit Carryforward, Amount | 600,000 | 600,000 |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Operating Loss Carryforwards | 24,300,000 | 19,600,000 |
Income Tax Expense (Benefit) | $ 0 | $ 0 |
Combined Income Tax Rate, Federal Income Tax and State Income Tax | 40.20% | 40.20% |
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% |
Note 11 - Reconciliation of Com
Note 11 - Reconciliation of Combined Income Tax Rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net loss | $ 13,895,737 | $ 14,407,809 |
Expected statutory rate (recovery) | (40.20%) | (40.20%) |
Expected recovery of income tax | $ (5,586,100) | $ (5,791,939) |
Investment tax credit on excess research and development expenses | (208,000) | (679,000) |
Merger transaction costs | 421,000 | 1,861,000 |
Effect of change of foreign exchange rate | 2,165,000 | 1,499,000 |
Change in valuation allowance | 1,697,000 | 1,845,665 |
Effect of foreign tax rate difference | $ 898,000 | 461,000 |
Change in tax rates | 397,000 | |
Stock based compensation | $ 389,000 | 130,000 |
Accretion on debt discount | 171,000 | 69,000 |
Permanent differences & other | 53,100 | 208,274 |
Provision for income taxes | $ 0 | $ 0 |
Note 11 - Deferred Tax Asset (D
Note 11 - Deferred Tax Asset (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Tax losses | $ 15,637,000 | $ 13,575,000 |
SR&ED pool | 3,387,000 | 3,639,000 |
Investment tax credits | 3,006,000 | 3,277,000 |
Tax basis exceeding book on capital assets | 152,000 | 124,000 |
Stock based compensation | 173,000 | 43,000 |
Deferred tax asset before valuation allowance | 22,355,000 | 20,658,000 |
Valuation allowance | $ (22,355,000) | $ (20,658,000) |
Net deferred tax asset |
Note 12 - Operating Working Cap
Note 12 - Operating Working Capital Items (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Investment tax credits receivable | $ (21,642) | $ (7,166) |
Prepaid expenses and deposits | (7,639) | (293,394) |
Government receivables | (7,931) | 23,072 |
Accounts payable and accrued liabilities | 911,778 | 711,960 |
Total net changes in operating working capital items | $ 874,566 | $ 434,472 |
Note 13 - Contingencies (Detail
Note 13 - Contingencies (Details Textual) | Jul. 18, 2011EUR (€) | Jul. 18, 2011USD ($) | Jan. 28, 2013USD ($) | Jun. 30, 2015EUR (€) | Jun. 30, 2015USD ($) | Dec. 31, 2015EUR (€) | Jul. 18, 2011USD ($) |
Minimum [Member] | Performance Bonus [Member] | |||||||
Other Commitment | $ | $ 10,000 | ||||||
Minimum [Member] | Sale and Purchase Agreement [Member] | USFDA Approval [Member] | |||||||
Other Commitment | € 500,000 | ||||||
Minimum [Member] | Sale and Purchase Agreement [Member] | Cumulative Net Sales 1 [Member] | |||||||
Other Commitment | 750,000 | ||||||
Minimum [Member] | Sale and Purchase Agreement [Member] | Cumulative Net Sales 2 [Member] | |||||||
Other Commitment | 1,000,000 | ||||||
Minimum [Member] | Sale and Purchase Agreement [Member] | Sublicense Only 1 [Member] | |||||||
Other Commitment | 375,000 | ||||||
Minimum [Member] | Sale and Purchase Agreement [Member] | Sublicense Only 2 [Member] | |||||||
Other Commitment | 375,000 | ||||||
Minimum [Member] | Sale and Purchase Agreement [Member] | Sublicense Only 3 [Member] | |||||||
Other Commitment | 500,000 | ||||||
Minimum [Member] | Sale and Purchase Agreement [Member] | Sublicense Only 4 [Member] | |||||||
Other Commitment | 500,000 | ||||||
Minimum [Member] | Sale and Purchase Agreement [Member] | |||||||
Royalty Expense, Percent Depending on Level of Net Sales | 0.75% | ||||||
Contingent Lump Sum Payments | € 50,000 | ||||||
Sublicense Fees, Percent | 5.00% | ||||||
Maximum [Member] | Performance Bonus [Member] | |||||||
Other Commitment | $ | 125,000 | ||||||
Maximum [Member] | Sale and Purchase Agreement [Member] | USFDA Approval [Member] | |||||||
Other Commitment | 1,000,000 | ||||||
Maximum [Member] | Sale and Purchase Agreement [Member] | Cumulative Net Sales 1 [Member] | |||||||
Other Commitment | 1,500,000 | ||||||
Maximum [Member] | Sale and Purchase Agreement [Member] | Cumulative Net Sales 2 [Member] | |||||||
Other Commitment | 2,000,000 | ||||||
Maximum [Member] | Sale and Purchase Agreement [Member] | Sublicense Only 1 [Member] | |||||||
Other Commitment | 750,000 | ||||||
Maximum [Member] | Sale and Purchase Agreement [Member] | Sublicense Only 2 [Member] | |||||||
Other Commitment | 750,000 | ||||||
Maximum [Member] | Sale and Purchase Agreement [Member] | Sublicense Only 3 [Member] | |||||||
Other Commitment | 1,000,000 | ||||||
Maximum [Member] | Sale and Purchase Agreement [Member] | Sublicense Only 4 [Member] | |||||||
Other Commitment | 1,000,000 | ||||||
Maximum [Member] | Sale and Purchase Agreement [Member] | |||||||
Royalty Expense, Percent Depending on Level of Net Sales | 1.75% | ||||||
Contingent Lump Sum Payments | € 1,000,000 | ||||||
Sublicense Fees, Percent | 25.00% | ||||||
Closing Series B Financing [Member] | |||||||
Other Commitment | $ | 100,000 | ||||||
Sale and Purchase Agreement [Member] | Cumulative Net Sales 1 [Member] | |||||||
Future Cumulative Sales | 25,000,000 | ||||||
Sale and Purchase Agreement [Member] | Cumulative Net Sales 2 [Member] | |||||||
Future Cumulative Sales | 50,000,000 | ||||||
Sale and Purchase Agreement [Member] | Sublicense Only 1 [Member] | |||||||
Future Cumulative Sales | 25,000,000 | ||||||
Sale and Purchase Agreement [Member] | Sublicense Only 2 [Member] | |||||||
Future Cumulative Sales | 50,000,000 | ||||||
Sale and Purchase Agreement [Member] | Sublicense Only 3 [Member] | |||||||
Future Cumulative Sales | 75,000,000 | ||||||
Sale and Purchase Agreement [Member] | Sublicense Only 4 [Member] | |||||||
Future Cumulative Sales | € 100,000,000 | ||||||
Sale and Purchase Agreement [Member] | Either Cumulative Net Sales or Sublicensees Achieved [Member] | |||||||
Other Commitment | € 3,500,000 | ||||||
Certain Operational Milestone [Member] | |||||||
Future Cumulative Sales | $ | $ 100,000,000 | ||||||
ePixis SA [Member] | |||||||
Payments for Milestone Obligation | € 101,720 | $ 110,000 | |||||
Payments to Acquire Businesses, Gross | $ | $ 450,000 | ||||||
Business Acquisition, Transaction Costs | $ | $ 75,000 |
Note 14 - Commitments (Details
Note 14 - Commitments (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Leases, Rent Expense, Net | $ 292,100 | $ 271,300 |
Note 14 - Significant Contratua
Note 14 - Significant Contratual Obligations (Details) | Dec. 31, 2015USD ($) |
Line of Credit [Member] | |
2,016 | $ 900,000 |
2,017 | 1,785,000 |
Total | 2,685,000 |
2,016 | 266,100 |
2,017 | 185,100 |
Total | $ 451,200 |
Note 16 - Subsequent Events (De
Note 16 - Subsequent Events (Details Textual) - USD ($) | Jan. 28, 2016 | Mar. 31, 2015 |
Subsequent Event [Member] | ||
Stock Issued During Period, Previously Reserved as Indemnification Shares | 466,188 | |
Former Shareholders of VBI US [Member] | ||
Payments of Indemnification Cash | $ 250,000 |