Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 07, 2014 | Jun. 28, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'CYOE | ' | ' |
Entity Registrant Name | 'CytoCore Inc | ' | ' |
Entity Central Index Key | '0000075439 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 1,904,591,796 | ' |
Entity Public Float | ' | ' | $1,426,634 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and cash equivalents | $1 | $39 |
Accounts receivable | 10 | 134 |
Prepaid expenses and other current assets | 5 | 10 |
Total current assets | 16 | 183 |
Property and equipment, net | 5 | 79 |
Total assets | 21 | 262 |
Current Liabilities: | ' | ' |
Account payable | 311 | 681 |
Accrued payroll costs | 3,324 | 2,705 |
Accrued expenses | 537 | 903 |
Advances from related parties | 85 | 3,175 |
Notes payable | 36 | 70 |
Total current liabilities | 4,293 | 7,534 |
Commitments and Contingencies | ' | ' |
Stockholders' Equity (Deficit): | ' | ' |
Preferred stock; $0.001 par value; 10,000,000 shares authorized; 373,355 shares issued and outstanding at December 31, 2013 and 2012 (Liquidation value of all classes of preferred stock of $2,871 at December 31, 2013) | 1,487 | 1,487 |
Common stock, $0.001 par value; 2,000,000,000 and 500,000,000 shares authorized; 270,530,857 and 78,226,416 shares issued and issuable and 270,511,648 and 78,207,207 shares outstanding at December 31, 2013 and 2012, respectively | 271 | 78 |
Additional paid-in capital | 97,137 | 93,407 |
Treasury stock at cost: 19,209 shares at December 31, 2013 and 2012 | -327 | -327 |
Accumulated deficit | -102,840 | -101,917 |
Total stockholders' deficit | -4,272 | -7,272 |
Total liabilities and stockholders' deficit | $21 | $262 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 373,355 | 373,355 |
Preferred stock, shares outstanding | 373,355 | 373,355 |
Preferred stock, Liquidation value | $2,871 | $2,871 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 2,000,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 270,530,857 | 78,226,416 |
Common stock, shares outstanding | 270,511,648 | 78,207,207 |
Treasury stock, shares | 19,209 | 19,209 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Net Sales | $24 | $198 |
Operating Expenses | ' | ' |
Cost of revenues | 8 | 104 |
Research and development | 250 | 336 |
Selling, general and administrative (net of adjustment of trade debt of $214,000, a reduction in accrued franchise tax of $227,000 and benefit from the liquidation of subsidiaries of $149,000 for the year ended December 31, 2013 and net of adjustment of trade debt of $546,000 for the year ended December 31, 2012) | 584 | 1,027 |
Total cost and expenses | 842 | 1,467 |
Operating Loss | -818 | -1,269 |
Other Income (Expense): | ' | ' |
Interest expense | -8 | -14 |
Interest expense - related party | -97 | -231 |
Total other income (expense) | -105 | -245 |
Loss from operations before income taxes | -923 | -1,514 |
Income taxes | 0 | 0 |
Net Loss | -923 | -1,514 |
Preferred stock dividends - unpaid and undeclared | -266 | -266 |
Net loss applicable to common stockholders | ($1,189) | ($1,780) |
Basic and fully diluted net loss per common share | ($0.01) | ($0.02) |
Weighted average number of common shares outstanding | 197,214,005 | 72,224,186 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (Selling General and Administrative Expenses [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Reduction in accrued franchise tax | $227,000 | $0 |
Gain On Liquidation Of Subsidiary | 149,000 | 0 |
Settlement of trade debt | $214,000 | $546,000 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Operating Activities: | ' | ' |
Net loss | ($923) | ($1,514) |
Depreciation | 74 | 213 |
Interest expense imputed upon related party advances | 97 | 231 |
Benefit derived from liquidation of subsidiaries | -149 | ' |
Gain on settlements of trade indebtedness | -214 | -554 |
Stock issued for compensation | 35 | 55 |
Stock issued to non-employees for services | 41 | 128 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | 123 | -129 |
Prepaid expenses and other current assets | 6 | -1 |
Accounts payable | -94 | 48 |
Accrued expenses | 506 | 838 |
Net cash used for operating activities | -498 | -685 |
Investing activities: | ' | ' |
Proceeds from sale of equipment | 0 | 70 |
Net cash provided from investing activities | 0 | 70 |
Financing activities: | ' | ' |
Sale of common stock | 300 | 0 |
Proceeds from related parties | 160 | 639 |
Net cash provided by financing activities | 460 | 639 |
Net increase (decrease) in cash and cash equivalents | -38 | 24 |
Cash and cash equivalents at beginning of year | 39 | 15 |
Cash and cash equivalents at end of year | 1 | 39 |
Non-cash transaction during the year for: | ' | ' |
Payment of accrued wages with common stock | 35 | 55 |
Common stock issued for director fees payable | 200 | 0 |
Conversion of related party debt to common stock | 3,250 | 0 |
Common stock issued for services | 41 | 128 |
Imputed interest recorded | 97 | 231 |
Cash paid for interest | 0 | 0 |
Cash paid for taxes | $0 | $0 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] |
Beginning balance at Dec. 31, 2011 | ($6,172,000) | $1,487,000 | $66,000 | ($327,000) | $93,005,000 | ($100,403,000) |
Beginning balance (in shares) at Dec. 31, 2011 | ' | 373,555 | 66,408,694 | 19,209 | ' | ' |
Comprehensive Loss: | ' | ' | ' | ' | ' | ' |
Net loss | -1,514,000 | 0 | 0 | 0 | 0 | -1,514,000 |
Common stock issued for services | 128,000 | 0 | 8,000 | 0 | 120,000 | 0 |
Common stock issued for services (in shares) | ' | ' | 8,086,524 | ' | ' | ' |
Interest imputed on related party advances | 231,000 | 0 | 0 | 0 | 231,000 | 0 |
Common stock issued for compensation | 55,000 | 0 | 4,000 | 0 | 51,000 | 0 |
Common stock issued for compensation (in shares) | ' | ' | 3,731,198 | ' | ' | ' |
Ending balance at Dec. 31, 2012 | -7,272,000 | 1,487,000 | 78,000 | -327,000 | 93,407,000 | -101,917,000 |
Ending balance (in shares) at Dec. 31, 2012 | ' | 373,355 | 78,226,416 | 19,209 | ' | ' |
Comprehensive Loss: | ' | ' | ' | ' | ' | ' |
Net loss | -923,000 | 0 | 0 | 0 | 0 | -923,000 |
Sale of common stock | 300,000 | 0 | 15,000 | 0 | 285,000 | 0 |
Sale of common stock (in shares) | ' | ' | 15,000,000 | ' | ' | ' |
Common stock issued for settlement of related Partydebt | 3,250,000 | 0 | 163,000 | 0 | 3,087,000 | 0 |
Common stock issued for settlement of related Partydebt (in shares) | ' | ' | 162,500,000 | ' | ' | ' |
Common stock issued for services | 241,000 | 0 | 13,000 | 0 | 228,000 | 0 |
Common stock issued for services (in shares) | ' | ' | 12,998,913 | ' | ' | ' |
Interest imputed on related party advances | 97,000 | 0 | 0 | 0 | 97,000 | 0 |
Common stock issued for compensation | 35,000 | 0 | 2,000 | 0 | 33,000 | 0 |
Common stock issued for compensation (in shares) | ' | ' | 1,805,528 | ' | ' | ' |
Ending balance at Dec. 31, 2013 | ($4,272,000) | $1,487,000 | $271,000 | ($327,000) | $97,137,000 | ($102,840,000) |
Ending balance (in shares) at Dec. 31, 2013 | ' | 373,355 | 270,530,857 | 19,209 | ' | ' |
The_Company_and_Basis_of_Prese
The Company and Basis of Presentation | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
The Company and Basis of Presentation | ' | ||
Note 1. | The Company and Basis of Presentation | ||
CytoCore, Inc. (“CCI”, “CytoCore” or the “Company”) was incorporated in Delaware in December 1998. | |||
Except where the context otherwise requires, “CCI,” “CytoCore”, the “Company,” “we” and “our” refers to CytoCore, Inc. and our dormant subsidiaries and predecessors. | |||
Currently, CCI has one product for sale – its SoftPap collector. CCI is developing, and plans to sell an integrated family of cost-effective products for the detection, diagnosis and treatment of cancer under the trade name of CytoCore Solutions®. CytoCore Solutions products are intended to address sample collection, specimen preparation, specimen evaluation (including detection/screening and diagnosis), treatment and patient monitoring within vertical markets related to specific cancers. Current CytoCore Solutions products are focused upon cervical cancer. CCI plans that this focus will later be expanded to include other gynecological cancers as well as bladder, lung, and breast cancers, among others. Within each of these markets CCI anticipates that the CytoCore Solutions products will be sold as individual value-added drop-in replacements for existing products and as integrated systems that improve the efficiency and effectiveness of clinical and laboratory operations. | |||
On April 3, 2014, the Company completed the acquisition of Medite Enterprises, Inc., a Florida corporation (“Medite”) along with Medite GMBH, a corporation organized under the laws of Germany and wholly owned by Medite, and concurrently closed on a private totaling $1,529,400 to be used for working capital by the Company (see Note 11). | |||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Summary of Significant Accounting Policies | ' | ||
Note 2. | Summary of Significant Accounting Policies | ||
Principles of Consolidation | |||
The consolidated financial statements included herewith include the accounts of the Company and its wholly-owned dormant subsidiaries. All significant inter-company 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 requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The most significant estimates pertain to apportionment factors used to allocate certain state franchise taxes and for the timing of the future payments of accrued wages to determine payroll taxes payable. | |||
Actual results could differ from those estimates. | |||
Revenue Recognition | |||
CCI recognizes revenue from product sales in accordance with FASB Accounting Standards Codification Section (“FASB ASC”) 605, “Revenue Recognition,” when the following criteria are met: shipment of a product or license to customers has occurred and there are no remaining Company obligations or contingencies; persuasive evidence of an arrangement exists; sufficient vendor-specific, objective evidence exists to support allocating the total fee to all elements of the arrangement; the fee is fixed or determinable; and collection is probable. | |||
Cash and Cash Equivalents | |||
The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. | |||
Property and Equipment | |||
Property and equipment are stated at cost less accumulated depreciation and are depreciated using the straight-line method over the assets’ estimated useful lives. Principal useful lives are as follows: | |||
Furniture and fixtures | 5 years | ||
Laboratory equipment | 5 years | ||
Computer and communications equipment | 3 years | ||
Design and tooling | 5 years | ||
Machinery and equipment | 7 years | ||
Leasehold improvements | Useful life or term of lease, whichever is shorter | ||
Normal maintenance and repairs for property and equipment are charged to expense as incurred, while significant improvements are capitalized. | |||
Licenses, Patents, and Technology | |||
Licenses, patents, and purchased technology are recorded at their acquisition cost. Costs to prepare patent filings are expensed when incurred. Costs related to abandoned or denied patents are written off at the time of abandonment or denial. Amortization is begun as of the date of acquisition or upon the grant of the final patent. Costs are amortized over the asset’s useful life, which ranges from two to 17 years. The Company assesses licenses, patents, and technology periodically for impairment. | |||
Impairment or Disposal of Long-Lived Assets | |||
At each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, management of the Company evaluates the recoverability of such assets. An impairment loss is recognized if the amount of undiscounted cash flows is less than the carrying amount of the asset, in which case the asset is written down to fair value. The fair value of the asset is measured by either quoted market prices or the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. | |||
Research and Development Costs | |||
Research and development costs are charged to operations as incurred. CCI conducts a portion of its research activities under contractual arrangements with scientists, researchers, universities, and other independent third parties. | |||
Stock Based Compensation | |||
We follow the guidance of FASB ASC 718-10, which requires that share-based payments be reflected as an expense based upon the grant-date fair value of those awards. The expense is recognized over the remaining vesting periods of the awards, if any. | |||
Fair Value of Financial Instruments | |||
The carrying value of accounts receivable, accounts payable, accrued expenses and notes payable approximate their respective fair values due to their short maturities. | |||
Net Loss Per Share | |||
Basic loss per share is calculated based on the weighted-average number of outstanding common shares. Diluted loss per share is calculated based on the weighted-average number of outstanding common shares plus the effect of dilutive potential common shares, using the treasury stock method. CCI’s calculation of diluted net loss per share excludes potential common shares as of December 31, 2013 and 2012 as the effect would be anti-dilutive (i.e. would reduce the loss per share). | |||
In accordance with SEC Accounting Series Release 280, the Company computes its income or loss applicable to common stock holders by subtracting dividends on preferred stock, including undeclared or unpaid dividends if cumulative, from it reported net loss and reports the same on the face of its statement of operations. | |||
Income Taxes | |||
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of currently due plus deferred taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting carrying amounts and the respective tax bases of assets and liabilities, and are measured using tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Valuation allowances are provided against deferred tax assets if it is more likely than not that the deferred tax assets will not be realized. | |||
The Company follows the guidance of FASB ASC 740-10 which relates to the Accounting for Uncertainty in Income Taxes, which seeks to reduce the diversity in practice associated with the accounting and reporting for uncertainty in income tax positions. This Interpretation prescribes a comprehensive model for financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. | |||
Risks from Concentrations | |||
Revenues were derived mainly from two customers in 2013 and 2012 . | |||
Recent Accounting Pronouncements | |||
In the first quarter of 2013, the Company adopted guidance issued by the Financial Accounting Standards Board (the “FASB”) that simplifies how an entity tests indefinite-lived intangibles for impairment. The amended guidance allows companies to first assess qualitative factors to determine whether it is more-likely-than-not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test. The adoption of this guidance had no impact on the Company’s financial position and results of operations. | |||
During the fiscal first quarter of 2013, the Company adopted the FASB guidance related to additional reporting and disclosure of amounts reclassified out of accumulated other comprehensive income (AOCI). Under this new guidance, companies are required to disclose the effect of significant reclassifications out of AOCI on the respective line items on the income statement if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional details about those amounts. This update became effective for annual and interim reporting periods for fiscal years beginning after December 15, 2012. The adoption of this guidance had no impact on the Company’s financial position and results of operations. | |||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Note 3. Property and Equipment | ||||||||
Fixed assets consist of the following at December 31: | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Furniture and fixtures | $ | 40 | $ | 47 | ||||
Laboratory equipment | 508 | 508 | ||||||
Computer and communications equipment | 261 | 261 | ||||||
Design and tooling | 1,204 | 1,204 | ||||||
2,013 | 2,020 | |||||||
Less accumulated depreciation and amortization | -2,008 | -1,941 | ||||||
Total | $ | 5 | $ | 79 | ||||
For the years ended December 31, 2013 and 2012, depreciation expense was $74,000 and $213,000, respectively. The Company did not allocate any of the depreciation expense of the machinery and equipment or the design and tooling into inventory as there was no manufacturing. This depreciation was included as a selling, general and administrative expense as excess idle time. | ||||||||
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accrued Expensesaccounts Payable [Abstract] | ' | |||||||
Accrued Expenses | ' | |||||||
Note 4. Accrued Expenses | ||||||||
Accrued expenses include the following at December 31: | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Accrued interest | $ | 30 | $ | 65 | ||||
Accrued taxes | 328 | 484 | ||||||
Accrued compensation for Directors | 40 | 190 | ||||||
Other accrued expenses | 139 | 164 | ||||||
Total | $ | 537 | $ | 903 | ||||
Notes_Payable
Notes Payable | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Notes Payable and Advances-Related Parties [Abstract] | ' | |||||||
Notes Payable | ' | |||||||
Note 5. | Notes Payable | |||||||
Notes payable at December 31 consist of: | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Xillix Technologies Corporation, $361,000 Promissory Note issued | — | 34 | ||||||
June 26, 1998; interest rate Canadian Prime plus 6% per annum; | ||||||||
represents a debt of AccuMed; due December 27, 1999 | ||||||||
Robert Shaw, $25,000 Promissory Note issued September 20, 2001; | 15 | 15 | ||||||
interest rate 9% per annum | ||||||||
Ventana Medical Systems, Inc., $62,946 Promissory Note issued | 21 | 21 | ||||||
November 30, 2003; due December 31, 2003; interest at 8% per annum | ||||||||
payable after December 31, 2003 | ||||||||
$ | 36 | $ | 70 | |||||
During the nine months ended September 30, 2013, the Company liquidated AccuMed, its wholly owned subsidiary. As a result, the note and accrued interest totaling $73,000 due to Xillex Technologies Corporation was recorded as a reduction in selling, general and administration expense. | ||||||||
The Company has failed to make principal and interest payments when due and is in breach of certain warranties and representations under the notes included above. Such notes require the holder to notify CCI in writing of a declaration of default at which time a cure period, as specified in each individual note, would commence. CCI has not received any written declarations of default from holders of its remaining outstanding notes payable. | ||||||||
During year ended December 31, 2013, the Company was advanced $159,500 from related parties. These advances are non-interest bearing and are due on demand. However, using an 8% annual interest rate the Company has recorded a non-cash interest expense totaling $97,000 and $231,000 on the outstanding balances as of December 31, 2013 and 2012, respectively. | ||||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Stockholders' Equity (Deficit) [Abstract] | ' | |||||||||||
Stockholders' Equity | ' | |||||||||||
Note 6. | Stockholders’ Equity | |||||||||||
Earnings (loss) per share | ||||||||||||
A reconciliation of the numerator and the denominator used in the calculation of earnings (loss) per share is as follows: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Basic and Diluted: | ||||||||||||
Reported net loss (in thousands) | $ | -923 | $ | -1,514 | ||||||||
Less unpaid and undeclared preferred stock dividends | -266 | -266 | ||||||||||
Net loss applicable to common stockholder | $ | -1,189 | $ | -1,780 | ||||||||
Weighted average common shares outstanding | 197,214,005 | 74,224,186 | ||||||||||
Net loss per common share | $ | -0.01 | $ | -0.02 | ||||||||
Warrants to purchase 39,000 and 922,667 shares in 2013 and 2012, respectively and preferred stock convertible into 634,586 and 604,214 shares for the years ended December 31, 2013 and 2012, respectively, were not included in the computation of diluted loss per share applicable to common stockholders, as they are anti-dilutive as a result of net losses for the years ended December 31, 2013 and 2012. | ||||||||||||
Preferred Stock | ||||||||||||
A summary of the Company’s preferred stock as of December 31 is as follows: | ||||||||||||
Shares Issued & | Preferred Stock Dividends | |||||||||||
Shares | Outstanding | Undeclared and Unpaid | ||||||||||
Offering | Authorized | 2013 | 2012 | 2013 | 2012 | |||||||
Series A convertible | 590,197 | 47,250 | 47,250 | — | — | |||||||
Series B convertible, 10% cumulative | 1,500,000 | 93,750 | 93,750 | 37,500 | 37,500 | |||||||
Series C convertible, 10% cumulative | 1,666,666 | 38,333 | 38,333 | 11,500 | 11,500 | |||||||
Series D convertible, 10% cumulative | 300,000 | 175,000 | 175,000 | 175,000 | 175,000 | |||||||
Series E convertible, 10% cumulative | 800,000 | 19,022 | 19,022 | 42,000 | 42,000 | |||||||
Undesignated Preferred Series | 5,143,137 | — | — | — | — | |||||||
Total Preferred Stock | 10,000,000 | 373,355 | 373,355 | 266,000 | 266,000 | |||||||
Summary of Preferred Stock Terms | ||||||||||||
Series A Convertible Preferred Stock | ||||||||||||
Liquidation Value: | $4.50 per share, $212,625 | |||||||||||
Conversion Price: | $103.034 per share | |||||||||||
Conversion Rate: | 0.04367—Liquidation Value divided by Conversion Price ($4.50/$103.034) | |||||||||||
Voting Rights: | None | |||||||||||
Dividends: | None | |||||||||||
Conversion Period: | Any time | |||||||||||
Series B Convertible Preferred Stock | ||||||||||||
Liquidation Value: | $4.00 per share, $375,000 | |||||||||||
Conversion Price: | $10.00 per share | |||||||||||
Conversion Rate: | 0.40—Liquidation Value divided by Conversion Price ($4.00/$10.00) | |||||||||||
Voting Rights: | None | |||||||||||
Dividends: | 10%—Quarterly—Commencing March 31, 2001 | |||||||||||
Conversion Period: | Any time | |||||||||||
Cumulative dividends in arrears at December 31, 2013 were $482,000 | ||||||||||||
Series C Convertible Preferred Stock | ||||||||||||
Liquidation Value: | $3.00 per share, $115,000 | |||||||||||
Conversion Price: | $6.00 per share | |||||||||||
Conversion Rate: | 0.50—Liquidation Value divided by Conversion Price ($3.00/$6.00) | |||||||||||
Voting Rights: | None | |||||||||||
Dividends: | 10%—Quarterly—Commencing March 31, 2002 | |||||||||||
Conversion Period: | Any time | |||||||||||
Cumulative dividends in arrears at December 31, 2013 were $140,000 | ||||||||||||
Series D Convertible Preferred Stock | ||||||||||||
Liquidation Value: | $10.00 per share, $525,000 | |||||||||||
Conversion Price: | $10.00 per share | |||||||||||
Conversion Rate: | 1.00—Liquidation Value divided by Conversion Price ($10.00/$10.00) | |||||||||||
Voting Rights: | None | |||||||||||
Dividends: | 10%—Quarterly—Commencing April 30, 2002 | |||||||||||
Conversion Period: | Any time | |||||||||||
Cumulative dividends in arrears at December 31, 2013 were $629,400 | ||||||||||||
Series E Convertible Preferred Stock | ||||||||||||
Liquidation Value: | $22.00 per share, $418,488 | |||||||||||
Conversion Price: | $8.00 per share | |||||||||||
Conversion Rate: | 2.75—Liquidation Value divided by Conversion Price ($22.00/$8.00) | |||||||||||
Voting Rights: | Equal in all respects to holders of common shares | |||||||||||
Dividends: | 10%—Quarterly—Commencing May 31, 2002 | |||||||||||
Conversion Period: | Any time | |||||||||||
Cumulative dividends in arrears at December 31, 2013 were $512,000 | ||||||||||||
Issuance of Securities | ||||||||||||
Common Stock | ||||||||||||
Issuance of Common Stock for Cash | ||||||||||||
During the quarter ended December 31, 2013, the Company issued 1,000,000 shares of restricted, unregistered common stock to a qualified investor for $20,000, or $0.02 per share. | ||||||||||||
During the year ended December 31, 2013, the Company issued an aggregate of 15,000,000 shares of restricted, unregistered common stock to qualified investors in three separate private placements aggregating $300,000, or $0.02 per share. | ||||||||||||
Issuance of Common Stock as Payment for Services | ||||||||||||
During the year ended December 31, 2013, the Company issued to two of the Company’s directors, Mauro Scimia (“Scimia”) and Xavier Carbonell (“Carbonell”), 902,764 and 1,805,528 shares of restricted, unregistered common stock, respectively, for consulting services rendered, and the Company recorded a charge of $52,500, or $0.02 per share, as a selling, general and administrative expense. | ||||||||||||
The Company during the year ended December 31, 2013, also issued 2,346,148 shares of restricted, unregistered common stock to a consultant for services rendered, and recorded $36,000 as a selling, general and administrative expense. | ||||||||||||
Also, during the year ended December 31, 2013, the Company reversed $48,000 of consulting compensation expense from a consulting agreement issued several years prior. The consultant never completed any of the tasks required under the contract and therefore did not meet the requirements to vest any of the 2,055,527 shares granted, but never issued, under the contract. The $48,000 was a reduction in selling, general & administrative expense. | ||||||||||||
During the year ended December 31, 2012, the Company issued to two of the Company’s directors, Mauro Scimia (“Scimia”) and Xavier Carbonell (“Carbonell”), 2,252,415 and 3,817,736 shares of restricted, unregistered common stock, respectively, for consulting services rendered, and the Company recorded a charge of $91,000, or $0.00 per share, as a selling, general and administrative expense. | ||||||||||||
Also, during the year ended December 31, 2012, the Company issued 849,838 shares of restricted, unregistered common stock to a consultant for services rendered, and recorded $15,000, or $0.00 per share, as a research and development expense. | ||||||||||||
In addition, during the year ended December 31, 2012, the Company issued 1,066,667 shares of restricted, unregistered common stock to two other consultants for services rendered, and recorded $12,000, or $0.00 per share, as a research and development expense and $10,000, or $0.00 per share, as a selling, general and administrative expense. | ||||||||||||
Issuance of Common Stock as Settlement of Debt | ||||||||||||
During the year ended December, 2013, Robert McCullough, our Chief Executive Officer and Chief Financial Officer, converted $3,250,000 of debt owed to him into 162,500,000 shares of restricted, unregistered common stock at a price of $0.02 per share. As a result of this transaction, Mr. McCullough beneficially owns 167,690,706 shares of common stock which is 61.99% of our outstanding common stock. | ||||||||||||
Also during the year ended December 31, 2013, the Company issued to two current independent directors, Alexander Milley and Dr. John Abeles, an aggregate 7,500,000 shares of restricted, unregistered common stock, respectively, for past directors fees totaling $150,000, or $0.02 per share. In addition, the Company recorded the payment of $50,000 for services rendered to a former director in the form of 2,500,000 shares of restricted, unregistered common stock valued at $0.02 per share. These shares have not yet been issued. | ||||||||||||
The shares issued to the Company’s CEO and members of the board of directors in the debt settlements described above were issued at a price higher than the trading price of the common stock the day the Board authorized the settlement. The Company has not treated the transaction as a troubled debt restructuring nor as an extinguishment of the debt, but as essentially a recapitalization of the Company, and therefore no gain or loss has been recorded on the difference in the fair value of the stock as it traded to the amount used to settle the debt. | ||||||||||||
Issuance of Common Stock to Directors for Services Provided | ||||||||||||
During the year ended December 31, 2013, the Company issued to Augusto Ocana (“Ocana”), a director and vice president of the Company, 1,805,528 shares of restricted, unregistered common stock, for services rendered. The Company recorded a charge of $35,000, or $0.02 per share, as a selling, general and administrative expense. | ||||||||||||
For the year ended December 31, 2012, the Company issued Ocana 3,731,198 shares of restricted, unregistered common stock, and recorded a charge of $55,000, or $0.014 per share, as a selling, general and administrative expense. | ||||||||||||
Our officers and directors own an aggregate 199,199,145 shares of common stock which is 73.64% of our outstanding common stock. | ||||||||||||
As of December 31, 2013, we have a total of 4,863,194 shares of common stock issuable from the current and prior periods. | ||||||||||||
Warrants | ||||||||||||
For the year ended December 31, 2013, the Company issued warrants to a non-executive employee to purchase an aggregate 11,000 shares of restricted, unregistered common stock at an average exercise price of $0.01 per share. No amounts were recorded for compensation as the amount is immaterial. These warrants have a term of three years and are immediately exercisable. | ||||||||||||
During the year ended December 31, 2012, the Company issued warrants to purchase 13,000 shares of common stock with a weighted average exercise price of $0.01 per share to an employee. CCI valued the warrants at $185 using the Black-Scholes valuation model. These warrants have a term of three years and are immediately exercisable. | ||||||||||||
Warrants | ||||||||||||
At December 31, 2013, the Company had the following outstanding warrants to purchase shares of Common Stock: | ||||||||||||
Total Warrant | Warrant Shares | Exercise Price | Weighted Average | |||||||||
Shares Outstanding | Exercisable | (not weighted) | Years until Expiration | |||||||||
39,000 | 39,000 | $ | 0.01 | 1.5 | ||||||||
As of December 31, 2013, there were no unrecognized compensation costs related to unvested share-based compensation arrangements since all costs related to grants in 2013 or previous years were fully recognized as of December 31, 2013. | ||||||||||||
A summary of the Company’s stock option activity and related information follows: | ||||||||||||
Warrants and options issued outside of the Plan for employee compensation | ||||||||||||
Weighted | ||||||||||||
Weighted | Average | |||||||||||
Average | Aggregate | Remaining | ||||||||||
Options and | Exercise | Intrinsic | Contractual | |||||||||
Warrants | Price | Value | Life (Years) | |||||||||
Outstanding at December 31, 2011 | 39,000 | $ | 0.08 | — | ||||||||
Granted | 13,000 | $ | 0..01 | — | ||||||||
Exercised | — | |||||||||||
Forfeited | -13,000 | |||||||||||
Outstanding at December 31, 2012 | 39,000 | $ | 0.01 | — | ||||||||
Granted | 11,000 | $ | 0.01 | |||||||||
Exercised | — | |||||||||||
Forfeited | -11,000 | |||||||||||
Outstanding at December 31, 2013 | 39,000 | $ | 0.01 | — | 1.5 | |||||||
Leases
Leases | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Leases [Abstract] | ' | ||||
Leases | ' | ||||
Note 7. | Leases | ||||
The current facilities lease is for a term of three years terminating on October 31, 2016. The lease provides for initial annual rental payments of approximately $51,000, increasing each year to reach $54,000 in the final year of the lease. Total rental expense related to the Company’s headquarters location during the years ended December 31, 2013 and 2012 was $135,000 and $142,000, respectively. | |||||
Future minimum annual lease payments under these leases as of December 31, 2012 are: | |||||
Operating | |||||
Year | Leases | ||||
(in thousands) | |||||
2014 | $ | 51 | |||
2015 | 53 | ||||
2016 | 45 | ||||
2017 | — | ||||
2018 | — | ||||
Total | $ | 149 | |||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Taxes | ' | |||||||
Note 8. | Income Taxes | |||||||
The provision for income taxes consists of the following for the years ended December 31, : | ||||||||
2013 | 2012 | |||||||
Federal | $ | — | $ | — | ||||
State and local | — | — | ||||||
Foreign | — | — | ||||||
Total income tax expense | $ | — | $ | — | ||||
2013 | 2012 | |||||||
Current | — | — | ||||||
Deferred | — | — | ||||||
Total Income Tax Expense | — | — | ||||||
For the years ended December 31, 2013 and 2012, the provision for income taxes differs from the expected tax provision computed by applying the U.S. federal statutory rate to income before taxes as a result of the following: | ||||||||
2013 | 2012 | |||||||
Statutory U.S. federal rate | -34 | % | -34 | % | ||||
Permanent differences | — | — | ||||||
Valuation allowance | 34 | % | 34 | % | ||||
Provision for income tax expense(benefit) | 0 | % | 0 | % | ||||
The significant components of the Company’s deferred tax assets and liabilities are as follows: | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Deferred Tax Assets: | ||||||||
Net Operating Loss Carryforwards | $ | 30,317 | $ | 30,288 | ||||
Non-cash compensation | 1,250 | 1,043 | ||||||
Writedown of intangibles | 63 | 63 | ||||||
Accrued Liabilities | 86 | 71 | ||||||
Total Deferred Tax Assets | 31,716 | 31,465 | ||||||
Deferred Tax Liabilities: | ||||||||
Total Deferred Tax Liabilities | — | — | ||||||
Net Deferred Tax Asset | 31,716 | 31,465 | ||||||
Valuation Allowance | -31,716 | -31,465 | ||||||
Net Deferred Tax Asset | $ | — | $ | — | ||||
At December 31, 2013 and 2012, CytoCore had net operating loss carry forwards for U.S. federal income tax of approximately $71.8 million and $71.2 million and state income tax of approximately $84.8 million and $84.7 million respectively, which will begin to expire in 2018 and 2017, respectively. In September 2001, the Company acquired 100% of the outstanding stock of AccMed International, Inc. by means of merger of AccuMed into a wholly-owned subsidiary of the Company. AccuMed had a net operating loss carry forward for U.S. federal income tax purposes. For federal tax purposes, the acquired NOL is subject to limitation as prescribed under IRC Section 382 to approximately $6.2 million. The net operating loss carry forward began expiring at approximately $415,000 per year, starting December 31, 2006. At December 31, 2013 total net operating loss carry forward from AccuMed is approximately $2.0 million. | ||||||||
For financial reporting purposes, the entire amount of deferred tax assets related principally to the net operating loss carry forwards has been offset by a valuation allowance due to uncertainty regarding the realization of the assets. The valuation allowance increased by approximately $0.3 million and $0.5 million for the years ended December 31, 2013 and 2012, respectively. | ||||||||
Tax Uncertainties | ||||||||
The Company follows the provisions of FASC 740-10 in accounting for uncertainty in income taxes. This guidance prescribes recognition and measurement parameters for the financial statement recognition and measurement of tax positions taken or expected to be taken in the Company’s tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. | ||||||||
The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as open tax years in these jurisdictions. The periods subject to examination for the Company’s tax returns are for the years 2010, 2011 and 2012. The Company believes that its income tax filing positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded. | ||||||||
The following table summarizes the activity related to the Company’s gross unrecognized tax benefits (in millions): | ||||||||
Amount | ||||||||
Gross Unrecognized tax benefits at December 31, 2012 | $ | — | ||||||
Increases in tax positions for current year | — | |||||||
Settlements | — | |||||||
Lapse in statute of limitations | — | |||||||
Gross Unrecognized tax benefits at December 31, 2013 | $ | — | ||||||
The Company is subject to U.S. federal income tax including state and local jurisdictions. Currently, no federal or state income tax returns are under examination by the respective taxing jurisdictions. | ||||||||
The Company’s accounting policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company has not accrued interest for any periods. | ||||||||
Commitments_and_contingencies
Commitments and contingencies | 12 Months Ended | ||
Dec. 31, 2013 | |||
Commitments and Contingencies Disclosure [Abstract] | ' | ||
Commitments and contingencies | ' | ||
Note 9. | Commitments and contingencies | ||
Legal Proceedings | |||
Settled in 2013 | |||
None | |||
Pending as of December 31, 2013 | |||
None | |||
Other claims | |||
Other Creditors. CCI was a party to a number of other proceedings, informal demands, or debt for services brought by former unsecured creditors to collect past due amounts for services. CCI is attempting to settle these demands and unfilled claims. CCI does not consider any of these claims to be material. | |||
During the year ended December 31, 2013, the Company recorded a write off totaling $214,000 of trade debt deemed uncollectible by the holder due the expiration of the statute limitations. This adjustment was recorded as a reduction of selling, general and administration. | |||
Also, during the year ended December 31, 2013, the Company liquidated all of its subsidiaries. As a result, the Company recognized a benefit totaling $149,000. | |||
During the year ended December 31, 2012, the Company recorded a write off totaling $554,000 of trade debt deemed uncollectible by the holder due the expiration of the statute limitations. This adjustment was recorded as a reduction of selling, general and administration. | |||
During the year ended December 31, 2011, the Company entered into a settlement with a vendor to pay $32,000. As a result, the vendor forgave $15,000 of debt. The settlement was recorded as a reduction in Research and Development expense. | |||
Commitments | |||
As a result of cash constraints experienced by the Company, the Illinois Franchise Taxes due for the year 2013, 2012, 2011, 2010 and 2009 have not been filed or paid. CCI believes that it has made adequate provision for the liability including penalties and interest. | |||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Note 10. Related Party Transactions | |
During the year ended December 31, 2013, the Company was advanced $159,500 from related parties. These advance are payable upon demand and are non-interest bearing. | |
During the year ended December 31, 2012, the Company was advanced $639,000 from related parties. These advance are payable upon demand and are non-interest bearing. | |
In 2013 and 2012 the Company recorded interest expense of $97,000 and $231,000, respectively, with a corresponding entry to additional paid in capital as the amounts advanced to the Company did not have a stated interest rate. | |
Subsequent_Events
Subsequent Events | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Subsequent Events [Abstract] | ' | |||
Subsequent Events | ' | |||
Note 11. | Subsequent Event | |||
On January 11, 2014, the “Company entered into a Stock Purchase Agreement (the “Agreement”) with Medite Enterprises, Inc., a Florida corporation (“Medite”), Medite GMBH, a corporation organized under the laws of Germany and wholly owned by Medite (the “Subsidiary”), and the sole shareholders of Medite (collectively, the “Shareholders”). | ||||
Pursuant to the Agreement, the Company is to acquire 100% of the issued and outstanding capital stock of Medite from the Shareholders in exchange for the issuance of 1,500,000,000 shares of the Company’s common stock (the “Shares”) to the Shareholders. The Agreement also provides that the Shareholders will indemnify the Company for certain losses during the one year period following the closing. In connection with such indemnification rights, the Agreement provides that 375,000,000 of the Shares will be deposited with the Company and held for a period of 12 months to cover certain indemnification claims that the Company may have against the Shareholders. | ||||
Closing of the Acquisition was conditioned upon: (i) the completion of a private placement transaction from the sale of debt or equity securities resulting in gross cash proceeds to the Company of $2 million (the “Private Placement”), and (ii) the conversion of certain accrued wages of the Company into shares of the Company’s common stock. In addition, as of the closing, there was to be no more than 1,875,000,000 shares of the Company’s common stock outstanding exclusive of any shares of the Company’s common stock issued in connection with the Private Placement. | ||||
The Agreement could be terminated by: (i) the mutual agreement of the parties, (ii) by any of the parties if the closing of the Acquisition had not occurred by March 15, 2014, or (iii) by any of the parties if any governmental authority had taken any action prohibiting any material portion of the Acquisition. | ||||
On March 15, 2014, the parties mutually agreed to amend the Agreement and extend the closing of the Acquisition until April 3, 2014. | ||||
Subsequently, the Company and Medite agreed to amended the Stock Purchase Agreement to reduce the amount required to be received through the Private Placement of the Company’s equity or debt securities prior to closing to $1,250,000 and increase the total of the Private Placement to $2,500,000. | ||||
On April 3, 2014, the Company acquired 100% of the issued and outstanding capital stock of Medite and issued 1,468,750,000 of the Company’s common stock to the Shareholders. Also, the Company issued 69,723,439 shares of common stock as payment for approximately $1.6 million in accrued wages owed by the Company. | ||||
Concurrent with the closing of the acquisition of Medite, the Company had an initial closing of the Private Placement. Pursuant to the Securities Purchase Agreement the Company issued 95,587,500 shares of common stock to accredited investors at an aggregate gross purchase price of $1,529,400. In conjunction with the issuance of the common stock, the Company paid cash commissions of $46,298, or 7%, to a placement agent. | ||||
In January 2014 the Chief financial officer advanced the Company $17,000. | ||||
During the quarter ended March 31, 2014, the Company raised gross proceeds of $30,000 in a private placement of its common stock at $0.02 per share. | ||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Principles of Consolidation | ' | ||
Principles of Consolidation | |||
The consolidated financial statements included herewith include the accounts of the Company and its wholly-owned dormant subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation. | |||
Use of Estimates | ' | ||
Use of Estimates | |||
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The most significant estimates pertain to apportionment factors used to allocate certain state franchise taxes and for the timing of the future payments of accrued wages to determine payroll taxes payable. | |||
Actual results could differ from those estimates. | |||
Revenue Recognition | ' | ||
Revenue Recognition | |||
CCI recognizes revenue from product sales in accordance with FASB Accounting Standards Codification Section (“FASB ASC”) 605, “Revenue Recognition,” when the following criteria are met: shipment of a product or license to customers has occurred and there are no remaining Company obligations or contingencies; persuasive evidence of an arrangement exists; sufficient vendor-specific, objective evidence exists to support allocating the total fee to all elements of the arrangement; the fee is fixed or determinable; and collection is probable. | |||
Cash and Cash Equivalents | ' | ||
Cash and Cash Equivalents | |||
The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. | |||
Property and Equipment | ' | ||
Property and Equipment | |||
Property and equipment are stated at cost less accumulated depreciation and are depreciated using the straight-line method over the assets’ estimated useful lives. Principal useful lives are as follows: | |||
Furniture and fixtures | 5 years | ||
Laboratory equipment | 5 years | ||
Computer and communications equipment | 3 years | ||
Design and tooling | 5 years | ||
Machinery and equipment | 7 years | ||
Leasehold improvements | Useful life or term of lease, whichever is shorter | ||
Normal maintenance and repairs for property and equipment are charged to expense as incurred, while significant improvements are capitalized. | |||
Licenses, Patents, and Technology | ' | ||
Licenses, Patents, and Technology | |||
Licenses, patents, and purchased technology are recorded at their acquisition cost. Costs to prepare patent filings are expensed when incurred. Costs related to abandoned or denied patents are written off at the time of abandonment or denial. Amortization is begun as of the date of acquisition or upon the grant of the final patent. Costs are amortized over the asset’s useful life, which ranges from two to 17 years. The Company assesses licenses, patents, and technology periodically for impairment. | |||
Impairment or Disposal of Long-Lived Assets | ' | ||
Impairment or Disposal of Long-Lived Assets | |||
At each balance sheet date or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, management of the Company evaluates the recoverability of such assets. An impairment loss is recognized if the amount of undiscounted cash flows is less than the carrying amount of the asset, in which case the asset is written down to fair value. The fair value of the asset is measured by either quoted market prices or the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved. | |||
Research and Development Costs | ' | ||
Research and Development Costs | |||
Research and development costs are charged to operations as incurred. CCI conducts a portion of its research activities under contractual arrangements with scientists, researchers, universities, and other independent third parties. | |||
Stock Based Compensation | ' | ||
Stock Based Compensation | |||
We follow the guidance of FASB ASC 718-10, which requires that share-based payments be reflected as an expense based upon the grant-date fair value of those awards. The expense is recognized over the remaining vesting periods of the awards, if any. | |||
Fair Value of Financial Instruments | ' | ||
Fair Value of Financial Instruments | |||
The carrying value of accounts receivable, accounts payable, accrued expenses and notes payable approximate their respective fair values due to their short maturities. | |||
Net Loss Per Share | ' | ||
Net Loss Per Share | |||
Basic loss per share is calculated based on the weighted-average number of outstanding common shares. Diluted loss per share is calculated based on the weighted-average number of outstanding common shares plus the effect of dilutive potential common shares, using the treasury stock method. CCI’s calculation of diluted net loss per share excludes potential common shares as of December 31, 2013 and 2012 as the effect would be anti-dilutive (i.e. would reduce the loss per share). | |||
In accordance with SEC Accounting Series Release 280, the Company computes its income or loss applicable to common stock holders by subtracting dividends on preferred stock, including undeclared or unpaid dividends if cumulative, from it reported net loss and reports the same on the face of its statement of operations. | |||
Income Taxes | ' | ||
Income Taxes | |||
Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of currently due plus deferred taxes. Deferred tax assets and liabilities are determined based on differences between financial reporting carrying amounts and the respective tax bases of assets and liabilities, and are measured using tax rates and laws that are expected to be in effect when the differences are expected to be recovered or settled. Valuation allowances are provided against deferred tax assets if it is more likely than not that the deferred tax assets will not be realized. | |||
The Company follows the guidance of FASB ASC 740-10 which relates to the Accounting for Uncertainty in Income Taxes, which seeks to reduce the diversity in practice associated with the accounting and reporting for uncertainty in income tax positions. This Interpretation prescribes a comprehensive model for financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. | |||
Risks from Concentrations | ' | ||
Risks from Concentrations | |||
Revenues were derived mainly from two customers in 2013 and 2012 . | |||
Recent Accounting Pronouncements | ' | ||
Recent Accounting Pronouncements | |||
In the first quarter of 2013, the Company adopted guidance issued by the Financial Accounting Standards Board (the “FASB”) that simplifies how an entity tests indefinite-lived intangibles for impairment. The amended guidance allows companies to first assess qualitative factors to determine whether it is more-likely-than-not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test. The adoption of this guidance had no impact on the Company’s financial position and results of operations. | |||
During the fiscal first quarter of 2013, the Company adopted the FASB guidance related to additional reporting and disclosure of amounts reclassified out of accumulated other comprehensive income (AOCI). Under this new guidance, companies are required to disclose the effect of significant reclassifications out of AOCI on the respective line items on the income statement if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income. For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under GAAP that provide additional details about those amounts. This update became effective for annual and interim reporting periods for fiscal years beginning after December 15, 2012. The adoption of this guidance had no impact on the Company’s financial position and results of operations. | |||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Property Plant And Equipment Useful Life | ' | ||
Property and equipment are stated at cost less accumulated depreciation and are depreciated using the straight-line method over the assets’ estimated useful lives. Principal useful lives are as follows: | |||
Furniture and fixtures | 5 years | ||
Laboratory equipment | 5 years | ||
Computer and communications equipment | 3 years | ||
Design and tooling | 5 years | ||
Machinery and equipment | 7 years | ||
Leasehold improvements | Useful life or term of lease, whichever is shorter | ||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and equipment estimated useful lives | ' | |||||||
Fixed assets consist of the following at December 31: | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Furniture and fixtures | $ | 40 | $ | 47 | ||||
Laboratory equipment | 508 | 508 | ||||||
Computer and communications equipment | 261 | 261 | ||||||
Design and tooling | 1,204 | 1,204 | ||||||
2,013 | 2,020 | |||||||
Less accumulated depreciation and amortization | -2,008 | -1,941 | ||||||
Total | $ | 5 | $ | 79 | ||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accrued Expensesaccounts Payable [Abstract] | ' | |||||||
Accrued Expenses | ' | |||||||
Accrued expenses include the following at December 31: | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Accrued interest | $ | 30 | $ | 65 | ||||
Accrued taxes | 328 | 484 | ||||||
Accrued compensation for Directors | 40 | 190 | ||||||
Other accrued expenses | 139 | 164 | ||||||
Total | $ | 537 | $ | 903 | ||||
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Notes Payable and Advances-Related Parties [Abstract] | ' | |||||||
Notes Payable to Unrelated Parties | ' | |||||||
Notes payable at December 31 consist of: | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Xillix Technologies Corporation, $361,000 Promissory Note issued | — | 34 | ||||||
June 26, 1998; interest rate Canadian Prime plus 6% per annum; | ||||||||
represents a debt of AccuMed; due December 27, 1999 | ||||||||
Robert Shaw, $25,000 Promissory Note issued September 20, 2001; | 15 | 15 | ||||||
interest rate 9% per annum | ||||||||
Ventana Medical Systems, Inc., $62,946 Promissory Note issued | 21 | 21 | ||||||
November 30, 2003; due December 31, 2003; interest at 8% per annum | ||||||||
payable after December 31, 2003 | ||||||||
$ | 36 | $ | 70 | |||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Stockholders' Equity (Deficit) [Abstract] | ' | |||||||||||
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | ' | |||||||||||
A reconciliation of the numerator and the denominator used in the calculation of earnings (loss) per share is as follows: | ||||||||||||
For the Years Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Basic and Diluted: | ||||||||||||
Reported net loss (in thousands) | $ | -923 | $ | -1,514 | ||||||||
Less unpaid and undeclared preferred stock dividends | -266 | -266 | ||||||||||
Net loss applicable to common stockholder | $ | -1,189 | $ | -1,780 | ||||||||
Weighted average common shares outstanding | 197,214,005 | 74,224,186 | ||||||||||
Net loss per common share | $ | -0.01 | $ | -0.02 | ||||||||
Summary of Company's Preferred Stock | ' | |||||||||||
A summary of the Company’s preferred stock as of December 31 is as follows: | ||||||||||||
Shares Issued & | Preferred Stock Dividends | |||||||||||
Shares | Outstanding | Undeclared and Unpaid | ||||||||||
Offering | Authorized | 2013 | 2012 | 2013 | 2012 | |||||||
Series A convertible | 590,197 | 47,250 | 47,250 | — | — | |||||||
Series B convertible, 10% cumulative | 1,500,000 | 93,750 | 93,750 | 37,500 | 37,500 | |||||||
Series C convertible, 10% cumulative | 1,666,666 | 38,333 | 38,333 | 11,500 | 11,500 | |||||||
Series D convertible, 10% cumulative | 300,000 | 175,000 | 175,000 | 175,000 | 175,000 | |||||||
Series E convertible, 10% cumulative | 800,000 | 19,022 | 19,022 | 42,000 | 42,000 | |||||||
Undesignated Preferred Series | 5,143,137 | — | — | — | — | |||||||
Total Preferred Stock | 10,000,000 | 373,355 | 373,355 | 266,000 | 266,000 | |||||||
Summary of Preferred Stock Terms | ' | |||||||||||
Summary of Preferred Stock Terms | ||||||||||||
Series A Convertible Preferred Stock | ||||||||||||
Liquidation Value: | $4.50 per share, $212,625 | |||||||||||
Conversion Price: | $103.034 per share | |||||||||||
Conversion Rate: | 0.04367—Liquidation Value divided by Conversion Price ($4.50/$103.034) | |||||||||||
Voting Rights: | None | |||||||||||
Dividends: | None | |||||||||||
Conversion Period: | Any time | |||||||||||
Series B Convertible Preferred Stock | ||||||||||||
Liquidation Value: | $4.00 per share, $375,000 | |||||||||||
Conversion Price: | $10.00 per share | |||||||||||
Conversion Rate: | 0.40—Liquidation Value divided by Conversion Price ($4.00/$10.00) | |||||||||||
Voting Rights: | None | |||||||||||
Dividends: | 10%—Quarterly—Commencing March 31, 2001 | |||||||||||
Conversion Period: | Any time | |||||||||||
Cumulative dividends in arrears at December 31, 2013 were $482,000 | ||||||||||||
Series C Convertible Preferred Stock | ||||||||||||
Liquidation Value: | $3.00 per share, $115,000 | |||||||||||
Conversion Price: | $6.00 per share | |||||||||||
Conversion Rate: | 0.50—Liquidation Value divided by Conversion Price ($3.00/$6.00) | |||||||||||
Voting Rights: | None | |||||||||||
Dividends: | 10%—Quarterly—Commencing March 31, 2002 | |||||||||||
Conversion Period: | Any time | |||||||||||
Cumulative dividends in arrears at December 31, 2013 were $140,000 | ||||||||||||
Series D Convertible Preferred Stock | ||||||||||||
Liquidation Value: | $10.00 per share, $525,000 | |||||||||||
Conversion Price: | $10.00 per share | |||||||||||
Conversion Rate: | 1.00—Liquidation Value divided by Conversion Price ($10.00/$10.00) | |||||||||||
Voting Rights: | None | |||||||||||
Dividends: | 10%—Quarterly—Commencing April 30, 2002 | |||||||||||
Conversion Period: | Any time | |||||||||||
Cumulative dividends in arrears at December 31, 2013 were $629,400 | ||||||||||||
Series E Convertible Preferred Stock | ||||||||||||
Liquidation Value: | $22.00 per share, $418,488 | |||||||||||
Conversion Price: | $8.00 per share | |||||||||||
Conversion Rate: | 2.75—Liquidation Value divided by Conversion Price ($22.00/$8.00) | |||||||||||
Voting Rights: | Equal in all respects to holders of common shares | |||||||||||
Dividends: | 10%—Quarterly—Commencing May 31, 2002 | |||||||||||
Conversion Period: | Any time | |||||||||||
Cumulative dividends in arrears at December 31, 2013 were $512,000 | ||||||||||||
Warrants Outstanding | ' | |||||||||||
At December 31, 2013, the Company had the following outstanding warrants to purchase shares of Common Stock: | ||||||||||||
Total Warrant | Warrant Shares | Exercise Price | Weighted Average | |||||||||
Shares Outstanding | Exercisable | (not weighted) | Years until Expiration | |||||||||
39,000 | 39,000 | $ | 0.01 | 1.5 | ||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights | ' | |||||||||||
Warrants and options issued outside of the Plan for employee compensation | ||||||||||||
Weighted | ||||||||||||
Weighted | Average | |||||||||||
Average | Aggregate | Remaining | ||||||||||
Options and | Exercise | Intrinsic | Contractual | |||||||||
Warrants | Price | Value | Life (Years) | |||||||||
Outstanding at December 31, 2011 | 39,000 | $ | 0.08 | — | ||||||||
Granted | 13,000 | $ | 0..01 | — | ||||||||
Exercised | — | |||||||||||
Forfeited | -13,000 | |||||||||||
Outstanding at December 31, 2012 | 39,000 | $ | 0.01 | — | ||||||||
Granted | 11,000 | $ | 0.01 | |||||||||
Exercised | — | |||||||||||
Forfeited | -11,000 | |||||||||||
Outstanding at December 31, 2013 | 39,000 | $ | 0.01 | — | 1.5 | |||||||
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Leases [Abstract] | ' | ||||
Schedule of Future Minimum Lease Payments for Capital Leases | ' | ||||
Future minimum annual lease payments under these leases as of December 31, 2012 are: | |||||
Operating | |||||
Year | Leases | ||||
(in thousands) | |||||
2014 | $ | 51 | |||
2015 | 53 | ||||
2016 | 45 | ||||
2017 | — | ||||
2018 | — | ||||
Total | $ | 149 | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Federal Income Tax Note | ' | |||||||
The provision for income taxes consists of the following for the years ended December 31, : | ||||||||
2013 | 2012 | |||||||
Federal | $ | — | $ | — | ||||
State and local | — | — | ||||||
Foreign | — | — | ||||||
Total income tax expense | $ | — | $ | — | ||||
2013 | 2012 | |||||||
Current | — | — | ||||||
Deferred | — | — | ||||||
Total Income Tax Expense | — | — | ||||||
Federal Statutory Rate To Income Before Taxes | ' | |||||||
For the years ended December 31, 2013 and 2012, the provision for income taxes differs from the expected tax provision computed by applying the U.S. federal statutory rate to income before taxes as a result of the following: | ||||||||
2013 | 2012 | |||||||
Statutory U.S. federal rate | -34 | % | -34 | % | ||||
Permanent differences | — | — | ||||||
Valuation allowance | 34 | % | 34 | % | ||||
Provision for income tax expense(benefit) | 0 | % | 0 | % | ||||
Schedule of Deferred Tax Assets and Liabilities | ' | |||||||
The significant components of the Company’s deferred tax assets and liabilities are as follows: | ||||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Deferred Tax Assets: | ||||||||
Net Operating Loss Carryforwards | $ | 30,317 | $ | 30,288 | ||||
Non-cash compensation | 1,250 | 1,043 | ||||||
Writedown of intangibles | 63 | 63 | ||||||
Accrued Liabilities | 86 | 71 | ||||||
Total Deferred Tax Assets | 31,716 | 31,465 | ||||||
Deferred Tax Liabilities: | ||||||||
Total Deferred Tax Liabilities | — | — | ||||||
Net Deferred Tax Asset | 31,716 | 31,465 | ||||||
Valuation Allowance | -31,716 | -31,465 | ||||||
Net Deferred Tax Asset | $ | — | $ | — | ||||
Schedule of Unrecognized Tax Benefits Roll Forward | ' | |||||||
The following table summarizes the activity related to the Company’s gross unrecognized tax benefits (in millions): | ||||||||
Amount | ||||||||
Gross Unrecognized tax benefits at December 31, 2012 | $ | — | ||||||
Increases in tax positions for current year | — | |||||||
Settlements | — | |||||||
Lapse in statute of limitations | — | |||||||
Gross Unrecognized tax benefits at December 31, 2013 | $ | — | ||||||
The_Company_and_Basis_of_Prese1
The Company and Basis of Presentation - Additional Information (Detail) (Subsequent Event [Member], Medite Enterprises,Inc [Member], USD $) | 0 Months Ended |
Apr. 03, 2014 | |
Subsequent Event [Member] | Medite Enterprises,Inc [Member] | ' |
Organization and Nature of Operations [Line Items] | ' |
Payments to Acquire Businesses, Gross | $1,529,400 |
Property_Plant_And_Equipment_U
Property Plant And Equipment Useful Life (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '17 years |
Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Finite-Lived Intangible Asset, Useful Life | '2 years |
Furniture and Fixtures [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Laboratory Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Computer Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '3 years |
Design and Tooling [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '5 years |
Machinery and Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Useful Life | '7 years |
Leasehold Improvements [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, Plant and Equipment, Estimated Useful Lives | 'Useful life or term of lease, whichever is shorter |
Property_and_Equipment_Detail
Property and Equipment (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Furniture and fixtures | $40 | $47 |
Laboratory equipment | 508 | 508 |
Computer and communications equipment | 261 | 261 |
Design and tooling | 1,204 | 1,204 |
Property, Plant and Equipment, Gross, Total | 2,013 | 2,020 |
Less accumulated depreciation and amortization | -2,008 | -1,941 |
Total | $5 | $79 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation expense | $74,000 | $213,000 |
Accrued_Expenses_Detail
Accrued Expenses (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities [Line Items] | ' | ' |
Accrued interest | $30 | $65 |
Accrued taxes | 328 | 484 |
Accrued compensation for Directors | 40 | 190 |
Other accrued expenses | 139 | 164 |
Total | $537 | $903 |
Notes_Payable_Detail
Notes Payable (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Notes payable | $36 | $70 |
Xillix Technologies Corporation [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Notes payable | 0 | 34 |
Robert Shaw [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Notes payable | 15 | 15 |
Ventana Medical Systems, Inc [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Notes payable | $21 | $21 |
Notes_Payable_Parenthetical_De
Notes Payable (Parenthetical) (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ' | ' |
Promissory note, interest rate | 8.00% | 8.00% |
Robert Shaw [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Promissory note | 25,000 | 25,000 |
Promissory note, date of issue | 20-Sep-01 | 20-Sep-01 |
Promissory note, interest rate | 9.00% | 9.00% |
Ventana Medical Systems, Inc [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Promissory note | 62,946 | 62,946 |
Promissory note, date of issue | 30-Nov-03 | 30-Nov-03 |
Promissory note, interest rate | 8.00% | 8.00% |
Promissory note, due date | 31-Dec-03 | 31-Dec-03 |
Xillix Technologies Corporation [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Promissory note | 361,000 | 361,000 |
Promissory note, date of issue | 26-Jun-98 | 26-Jun-98 |
Promissory note, interest rate | 6.00% | 6.00% |
Promissory note, due date | 27-Dec-99 | 27-Dec-99 |
Notes_Payable_Additional_Infor
Notes Payable - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ' | ' |
Advance from related party | $160,000 | $639,000 |
Annual interest rate | 8.00% | 8.00% |
Non-cash interest expense | 97,000 | 231,000 |
Xillix Technologies Corporation [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Annual interest rate | 6.00% | 6.00% |
Notes Payable And Accrued Interest | $73,000 | ' |
Reconciliation_of_Numerator_an
Reconciliation of Numerator and Denominator Used in Calculation of Loss Per Share (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Basic and Diluted: | ' | ' |
Reported net loss(in thousands) | ($923) | ($1,514) |
Less unpaid and undeclared preferred stock dividends | -266 | -266 |
Net loss applicable to common stockholder | ($1,189) | ($1,780) |
Weighted average common shares outstanding | 197,214,005 | 72,224,186 |
Net loss per common share | ($0.01) | ($0.02) |
Summary_of_Preferred_Stock_Det
Summary of Preferred Stock (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Class of Stock [Line Items] | ' | ' |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 373,355 | 373,355 |
Preferred stock, shares outstanding | 373,355 | 373,355 |
Preferred Stock Dividends Undeclared and Unpaid | $266,000 | $266,000 |
Series A Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred Stock, Shares Authorized | 590,197 | 590,197 |
Preferred stock, shares issued | 47,250 | 47,250 |
Preferred stock, shares outstanding | 47,250 | 47,250 |
Preferred Stock Dividends Undeclared and Unpaid | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred Stock, Shares Authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | 93,750 | 93,750 |
Preferred stock, shares outstanding | 93,750 | 93,750 |
Preferred Stock Dividends Undeclared and Unpaid | 37,500 | 37,500 |
Series C Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred Stock, Shares Authorized | 1,666,666 | 1,666,666 |
Preferred stock, shares issued | 38,333 | 38,333 |
Preferred stock, shares outstanding | 38,333 | 38,333 |
Preferred Stock Dividends Undeclared and Unpaid | 11,500 | 11,500 |
Series D Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred Stock, Shares Authorized | 300,000 | 300,000 |
Preferred stock, shares issued | 175,000 | 175,000 |
Preferred stock, shares outstanding | 175,000 | 175,000 |
Preferred Stock Dividends Undeclared and Unpaid | 175,000 | 175,000 |
Series E Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred Stock, Shares Authorized | 800,000 | 800,000 |
Preferred stock, shares issued | 19,022 | 19,022 |
Preferred stock, shares outstanding | 19,022 | 19,022 |
Preferred Stock Dividends Undeclared and Unpaid | 42,000 | 42,000 |
Undesignated Preferred Series [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred Stock, Shares Authorized | 5,143,137 | 5,143,137 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock Dividends Undeclared and Unpaid | $0 | $0 |
Summary_of_Preferred_Stock_Par
Summary of Preferred Stock (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Series B Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Series C Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Series D Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Series E Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Convertible preferred stock, cumulative dividend rate | 10.00% | 10.00% |
Summary_of_Preferred_Stock_Ter
Summary of Preferred Stock Terms (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Class of Stock [Line Items] | ' | ' |
Preferred stock, Liquidation value | $2,871 | 2,871 |
Series A Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred stock, Liquidation value | 212,625 | ' |
Preferred stock, conversion Price | $103.03 | ' |
Preferred stock, conversion Rate | 0.04% | ' |
Preferred stock, voting Rights | 'None | ' |
Preferred stock, dividends | 0.00% | ' |
Preferred stock, conversion Period | 'Any time | ' |
Series B Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred stock, Liquidation value | 375,000 | ' |
Preferred stock, conversion Price | $10 | ' |
Preferred stock, conversion Rate | 0.40% | ' |
Preferred stock, voting Rights | 'None | ' |
Preferred stock, dividends | 10.00% | 10.00% |
Preferred stock, conversion Period | 'Any time | ' |
Preferred stock, cumulative and undeclared dividends in arrears | 482,000 | ' |
Series C Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred stock, Liquidation value | 115,000 | ' |
Preferred stock, conversion Price | $6 | ' |
Preferred stock, conversion Rate | 0.50% | ' |
Preferred stock, voting Rights | 'None | ' |
Preferred stock, dividends | 10.00% | 10.00% |
Preferred stock, conversion Period | 'Any time | ' |
Preferred stock, cumulative and undeclared dividends in arrears | 140,000 | ' |
Series D Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred stock, Liquidation value | 525,000 | ' |
Preferred stock, conversion Price | $10 | ' |
Preferred stock, conversion Rate | 1.00% | ' |
Preferred stock, voting Rights | 'None | ' |
Preferred stock, dividends | 10.00% | 10.00% |
Preferred stock, conversion Period | 'Any time | ' |
Preferred stock, cumulative and undeclared dividends in arrears | 629,400 | ' |
Series E Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred stock, Liquidation value | 418,488 | ' |
Preferred stock, conversion Price | $8 | ' |
Preferred stock, conversion Rate | 2.75% | ' |
Preferred stock, voting Rights | 'Equal in all respects to holders of common shares | ' |
Preferred stock, dividends | 10.00% | 10.00% |
Preferred stock, conversion Period | 'Any time | ' |
Preferred stock, cumulative and undeclared dividends in arrears | $512,000 | ' |
Summary_of_Preferred_Stock_Ter1
Summary of Preferred Stock Terms (Parenthetical) (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Series A Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred stock, liquidation Value per share | $4.50 | ' |
Series B Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred stock, liquidation Value per share | $4 | ' |
Preferred stock, frequency of dividend payment | 'Quarterly | ' |
Preferred stock, dividend date of commencement | 31-Mar-01 | ' |
Series C Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred stock, liquidation Value per share | $3 | ' |
Preferred stock, frequency of dividend payment | 'Quarterly | ' |
Preferred stock, dividend date of commencement | 31-Mar-02 | ' |
Series D Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred stock, liquidation Value per share | $10 | ' |
Preferred stock, frequency of dividend payment | 'Quarterly | ' |
Preferred stock, dividend date of commencement | 30-Apr-02 | ' |
Series E Convertible Preferred Stock [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Preferred stock, liquidation Value per share | ' | $22 |
Preferred stock, frequency of dividend payment | 'Quarterly | ' |
Preferred stock, dividend date of commencement | 31-May-02 | ' |
Stockholders_Equity_Outstandin
Stockholders' Equity (Outstanding Warrants To Purchase Shares Of Common Stock) (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Total Warrant Shares Outstanding | 39,000 |
Warrant Shares Exercisable | 39,000 |
Exercise Price (not weighted) | $0.01 |
Weighted Average Years until Expiration | '1 year 6 months |
Stockholders_Equity_Warrants_A
Stockholders' Equity (Warrants And Options Issued Outside Of The Plan For Employee Compensation) (Detail) (Warrants and Stock Options, USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Warrants and Stock Options | ' | ' |
Options and Warrants, Opening Balance | 39,000 | 39,000 |
Options and Warrants, Granted | 11,000 | 13,000 |
Options and Warrants, Exercised | 0 | 0 |
Options and Warrants, Forfeited | -11,000 | -13,000 |
Options and Warrants, Ending Balance | 39,000 | 39,000 |
Weighted Average Exercise Price, Opening Balance | $0.01 | $0.08 |
Weighted Average Exercise Price, Granted | $0.01 | $0.01 |
Weighted Average Exercise Price, Ending Balance | $0.01 | $0.01 |
Aggregate Intrinsic Value, Opening Balance | $0 | $0 |
Aggregate Intrinsic Value, Granted | ' | 0 |
Aggregate Intrinsic Value, Ending Balance | $0 | $0 |
Weighted Average Remaining Contractual Life(Years),Outstanding at December31, 2013 | '1 year 6 months | ' |
Stockholders_Equity_Deficit_Ad
Stockholders' Equity (Deficit) - Additional Information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Common Stock [Member] | Common Stock [Member] | Warrant [Member] | Employee [Member] | Non Executive Employee [Member] | Director and Vice President [Member] | Consulting Compensation Expense [Member] | Robert McCullough [Member] | Alexander Milley and Dr. John Abeles [Member] | Former Director [Member] | Officers and Directors [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Warrants and Stock Options [Member] | Warrants and Stock Options [Member] | Preferred Stock | Preferred Stock | |||
Selling General and Administrative Expenses [Member] | Selling General and Administrative Expenses [Member] | Executive Director 1 [Member] | Executive Director 1 [Member] | Executive Director 2 [Member] | Executive Director 2 [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Consultant [Member] | Director and Vice President [Member] | Director and Vice President [Member] | Two Other Consultants [Member] | Two Other Consultants [Member] | Two Other Consultants [Member] | Former Director [Member] | ||||||||||||||||||||
Selling General and Administrative Expenses [Member] | Research and Development Expense [Member] | Selling General and Administrative Expenses [Member] | Selling General and Administrative Expenses [Member] | Research and Development Expense [Member] | |||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anti-dilutive securities not included in the computation of diluted loss per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,000 | 922,667 | 634,586 | 604,214 |
Common stock issued for services (in shares) | ' | ' | 12,998,913 | 8,086,524 | ' | ' | ' | 3,731,198 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 902,764 | 2,252,415 | 1,805,528 | 3,817,736 | 2,346,148 | 849,838 | ' | ' | 1,805,528 | ' | 1,066,667 | ' | ' | ' | ' | ' | ' | ' |
Common stock issued for services | $241,000 | $128,000 | $13,000 | $8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $52,500 | $91,000 | ' | ' | ' | ' | ' | ' | $36,000 | $15,000 | ' | $55,000 | ' | $10,000 | $12,000 | ' | ' | ' | ' | ' |
Restricted common stocks issued for services, per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | $0 | ' | ' | ' | ' | ' | ' | ' | $0 | ' | $0.01 | ' | $0 | $0 | ' | ' | ' | ' | ' |
Restricted common stocks issued for employee compensation, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted common stocks issued for employee compensation, per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | 162,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase Of Restricted Unregistered Common Stock | ' | ' | ' | ' | ' | ' | 11,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise Price Of Restricted Unregistered Common Stock | ' | ' | ' | ' | ' | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Of Warrants | ' | ' | ' | ' | 185 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issuable From Current and Periods | 4,863,194 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | ' | ' | 1,000,000 | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | 300,000 | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | 20,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | $0.02 | ' | ' | $0.02 | $0.02 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.02 | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | ' | ' | ' | ' | ' | ' | ' | ' | 48,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Selling General And Administrative Expense Recorded Value | ' | ' | ' | ' | ' | ' | ' | ' | 48,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | ' | ' | ' | ' | ' | ' | ' | ' | 2,055,527 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment Ownership Number Of Shares Held | ' | ' | ' | ' | ' | ' | ' | ' | ' | 167,690,706 | ' | ' | 199,199,145 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | 3,250,000 | 0 | ' | ' | ' | ' | ' | ' | ' | 3,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | 61.99% | ' | ' | 73.64% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Record Of Payment For Services Rendered | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' |
Warrants Issued To Purchase Of Common Stock | ' | ' | ' | 13,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Leases_Future_Minimum_Annual_L
Leases (Future Minimum Annual Lease Payments Under These Leases) (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
2014 | $51 |
2015 | 53 |
2016 | 45 |
2017 | 0 |
2018 | 0 |
Total | $149 |
LeasesAdditional_Information_D
Leases-Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Leases, Rent Expense | $135,000 | $142,000 |
Maximum [Member] | ' | ' |
Operating Leases, Rent Expense | 54,000 | ' |
Minimum [Member] | ' | ' |
Operating Leases, Rent Expense | $51,000 | ' |
Income_Taxes_Provision_For_Fed
Income Taxes (Provision For Federal Income Taxes) (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Federal | $0 | $0 |
State and local | 0 | 0 |
Foreign | 0 | 0 |
Total income tax expense | $0 | $0 |
Income_Taxes_Provision_For_Def
Income Taxes (Provision For Deferred Income Taxes) (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Current | $0 | $0 |
Deferred | 0 | 0 |
Total income tax expense | $0 | $0 |
Income_Taxes_Provision_For_Inc
Income Taxes (Provision For Income Taxes Differs From The Expected Tax Provision) (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Statutory U.S. federal rate | -34.00% | -34.00% |
Permanent differences | 0.00% | 0.00% |
Valuation allowance | 34.00% | 34.00% |
Provision for income tax expense(benefit) | 0.00% | 0.00% |
Income_Taxes_Significant_Compo
Income Taxes (Significant Components Of The Company's Deferred Tax Assets And Liabilities) (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Tax Assets: | ' | ' |
Net Operating Loss Carryforwards | $30,317 | $30,288 |
Non-cash compensation | 1,250 | 1,043 |
Writedown of intangibles | 63 | 63 |
Accrued Liabilities | 86 | 71 |
Total Deferred Tax Assets | 31,716 | 31,465 |
Deferred Tax Liabilities: | ' | ' |
Total Deferred Tax Liabilities | 0 | 0 |
Net Deferred Tax Asset | 31,716 | 31,465 |
Valuation Allowance | -31,716 | -31,465 |
Net Deferred Tax Asset | $0 | $0 |
Income_Taxes_Companys_Gross_Un
Income Taxes (Company's Gross Unrecognized Tax Benefits) (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Gross Unrecognized tax benefits at December 31, 2012 | $0 |
Increases in tax positions for current year | 0 |
Settlements | 0 |
Lapse in statute of limitations | 0 |
Gross Unrecognized tax benefits at December 31, 2013 | $0 |
Income_TaxesAdditional_Informa
Income Taxes-Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2001 | |
Accumed [Member] | Accumed [Member] | |||
Deferred Tax Assets, Operating Loss Carryforwards, Domestic | $71,800,000 | $71,200,000 | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 84,800,000 | 84,700,000 | ' | ' |
Operating Losses Carryforwards Expiration Date | '2018 | '2017 | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | 100.00% |
Operating Loss Carry Forwards Subject To Limitations | 6,200,000 | ' | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 415,000 | ' | ' | ' |
Operating Loss Carryforwards | ' | ' | 2,000,000 | ' |
Valuation Allowance, Deferred Tax Asset, Change in Amount | $300,000 | $500,000 | ' | ' |
Percentage Of Income Tax Realized Upon Ultimate Settlement | 50.00% | ' | ' | ' |
Commitments_and_contingencies_
Commitments and contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Research and Development Expense [Member] | Selling General and Administrative Expenses [Member] | Selling General and Administrative Expenses [Member] | |||
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' |
Settlement agreement amount | ' | ' | ' | $214,000 | $554,000 |
Settlement of trade debt | ' | 32,000 | 15,000 | 214,000 | 546,000 |
Gain On Liquidation Of Subsidiary | $149,000 | ' | ' | $149,000 | $0 |
Related_Party_TransactionsAddi
Related Party Transactions-Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Advances from related parties | $159,500 | $639,000 |
Interest expense - related party | $97,000 | $231,000 |
Subsequent_EventsAdditional_In
Subsequent Events-Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Apr. 03, 2014 | Jan. 11, 2014 | Apr. 03, 2014 | Mar. 15, 2014 | Apr. 03, 2014 | |
Medite Enterprises, Inc.,[Member] | Medite Enterprises, Inc.,[Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Private Placement [Member] | Chief Executive Officer [Member] | Medite Enterprises, Inc.,[Member] | Medite Enterprises, Inc.,[Member] | Medite Enterprises, Inc.,[Member] | Medite Enterprises, Inc.,[Member] | Medite Enterprises, Inc.,[Member] | |||||
Amended Stock Purchase Agreement [Member] | Amended Stock Purchase Agreement [Member] | Accredited Investors [Member] | |||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' |
Stock Issued During Period, Shares, Acquisitions | ' | ' | ' | ' | ' | ' | ' | 1,500,000,000 | 1,468,750,000 | ' | 95,587,500 |
Business Combination Arrangements Shares Reserved For Indemnification | ' | ' | ' | 1,875,000,000 | ' | ' | ' | 375,000,000 | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | ' | $2,000,000 | ' | $30,000 | ' | ' | ' | ' | $2,500,000 | ' |
Proceeds From Issuance Of Private Placement Prior To Closing | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,250,000 | ' |
Stock Issued During Period, Shares, Share-Based Compensation, Gross | ' | ' | ' | ' | ' | ' | ' | ' | 69,723,439 | ' | ' |
Accrued Salaries | ' | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | ' | ' | 1,529,400 | ' | ' | ' | ' |
Commissions Paid To Placement Agent | ' | ' | ' | ' | ' | ' | 46,298 | ' | ' | ' | ' |
Percentage Of Commissoins Paid To Placement Agent | ' | ' | ' | ' | ' | ' | 7.00% | ' | ' | ' | ' |
Proceeds From Related Party Debt | $160,000 | $639,000 | ' | ' | ' | $17,000 | ' | ' | ' | ' | ' |
Sale of Stock, Price Per Share | ' | ' | ' | ' | $0.02 | ' | ' | ' | ' | ' | ' |