Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2015 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | SOLIGENIX, INC. |
Entity Central Index Key | 812,796 |
Amendment Flag | false |
Document Type | S1 |
Document Period End Date | Mar. 31, 2015 |
Entity Filer Category | Smaller Reporting Company |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | |||
Cash and cash equivalents | $ 5,012,605 | $ 5,525,094 | $ 5,856,242 |
Contracts and grants receivable | 345,420 | $ 794,767 | 867,086 |
Taxes receivable | 750,356 | ||
Prepaid expenses | 131,546 | $ 172,928 | 135,391 |
Total current assets | 5,489,571 | 6,492,789 | 7,609,075 |
Office furniture and equipment, net | 57,176 | 51,510 | 23,868 |
Intangible assets, net | 355,910 | 409,949 | 632,512 |
Total assets | 5,902,657 | 6,954,248 | 8,265,455 |
Current liabilities: | |||
Accounts payable | 2,543,942 | 3,003,545 | 1,520,290 |
Warrant liability | 5,152,367 | 3,789,562 | 8,281,247 |
Accrued compensation | 32,189 | 315,030 | 233,739 |
Total current liabilities | $ 7,728,498 | $ 7,108,137 | $ 10,035,276 |
Commitments and contingencies | |||
Shareholders' deficiency: | |||
Preferred stock; 350,000 shares authorized; none issued or outstanding | |||
Common stock, $.001 par value; 50,000,000 shares authorized in March 31, 2015, December 2014 and 2013, respectively; 25,339,364 shares , 23,936,568 shares and 19,626,439 shares issued and outstanding in March 31, 2015, December 2014 and 2013, respectively | $ 25,340 | $ 23,937 | $ 19,626 |
Additional paid-in capital | 141,764,490 | 138,868,523 | 130,549,930 |
Accumulated deficit | (143,615,671) | (139,046,349) | (132,339,377) |
Total shareholders' deficiency | (1,825,841) | (153,889) | (1,769,821) |
Total liabilities and shareholders' deficiency | $ 5,902,657 | $ 6,954,248 | $ 8,265,455 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Balance Sheets [Abstract] | |||
Preferred stock, shares authorized | 350,000 | 350,000 | 350,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common stock, shares issued | 25,339,364 | 23,936,568 | 19,626,439 |
Common stock, shares outstanding | 25,339,364 | 23,936,568 | 19,626,439 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues: | ||||
Grant revenue | $ 103,880 | $ 244,290 | $ 1,497,548 | $ 2,658,836 |
Contract revenue | 712,406 | 666,307 | 5,545,468 | 565,316 |
Total revenues | 816,286 | 910,597 | 7,043,016 | 3,224,152 |
Cost of revenues | (527,399) | (628,981) | (5,313,855) | (2,544,285) |
Gross profit | 288,887 | 281,616 | 1,729,161 | 679,867 |
Operating expenses: | ||||
Research and development | 1,029,884 | 1,030,621 | 5,086,535 | $ 5,071,179 |
Acquired in-process research and development | 4,000,000 | |||
General and administrative | 817,270 | 840,904 | 3,403,975 | $ 2,765,230 |
Total operating expenses | 1,847,154 | 1,871,525 | 12,490,510 | 7,836,409 |
Loss from operations | (1,558,267) | (1,589,909) | (10,761,349) | (7,156,542) |
Other income (expense): | ||||
Change in fair value of warrant liability | (3,011,616) | (1,742,090) | 3,436,195 | (3,654,770) |
Interest income | 561 | 291 | 1,310 | 1,960 |
Total other income (expense) | (3,011,055) | (1,741,799) | 3,437,505 | (3,652,810) |
Net loss before income taxes | (7,323,844) | (10,809,352) | ||
Income tax benefit | 616,872 | 750,356 | ||
Net loss | $ (4,569,322) | $ (3,331,708) | $ (6,706,972) | $ (10,058,996) |
Basic and diluted net loss per share | $ (0.19) | $ (0.17) | ||
Basic and diluted weighted average common shares outstanding | 24,405,813 | 19,739,470 | ||
Basic net loss per share | $ (0.32) | $ (0.65) | ||
Diluted net loss per share | $ (0.43) | $ (0.65) | ||
Basic weighted average common shares outstanding | 20,638,421 | 15,463,256 | ||
Diluted weighted average common shares outstanding | 23,584,944 | 15,463,256 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2012 | $ 3,551,106 | $ 11,169 | $ 125,820,318 | $ (122,280,381) |
Beginning Balance, Shares at Dec. 31, 2012 | 11,168,905 | |||
Common stock issued in Unit offering | 6,210,537 | $ 6,774 | 6,203,763 | |
Common stock issued in Unit offering, Shares | 6,773,995 | |||
Warrants issued in Unit offering | (4,827,788) | (4,827,788) | ||
Reclassification of warrant liability to additional paid in capital upon partial exercises of warrants issued in unit offering | 201,311 | 201,311 | ||
Issuance of common stock to collaboration partner | 1,500,000 | $ 1,034 | 1,498,966 | |
Issuance of common stock to collaboration partner, Shares | 1,034,483 | |||
Issuance of common stock pursuant to Lincoln Park equity line | 528,051 | $ 383 | 527,668 | |
Issuance of common stock pursuant to Lincoln Park equity line, Shares | 383,370 | |||
Issuance of shares from exercise of stock options and warrants | 235,975 | $ 211 | 235,764 | |
Issuance of shares from exercise of stock options and warrants, Shares | 210,582 | |||
Issuance of common stock to vendor | 82,148 | $ 55 | 82,093 | |
Issuance of common stock to vendor, Shares | 55,104 | |||
Fair value of common stock warrants issued to vendors | 4,775 | 4,775 | ||
Stock-based compensation expense | 803,060 | $ 803,060 | ||
Net loss | (10,058,996) | $ (10,058,996) | ||
Ending Balance at Dec. 31, 2013 | (1,769,821) | $ 19,626 | $ 130,549,930 | $ (132,339,377) |
Ending Balance, Shares at Dec. 31, 2013 | 19,626,439 | |||
Common stock issued in Unit offering | 1,937,894 | $ 1,887 | 1,936,007 | |
Common stock issued in Unit offering, Shares | 1,886,530 | |||
Reclassification of warrant liability to additional paid in capital upon partial exercises of warrants issued in unit offering | 1,055,490 | 1,055,490 | ||
Issuance of common stock to collaboration partner | $ 100,002 | $ 43 | 99,959 | |
Issuance of common stock to collaboration partner, Shares | 43,067 | |||
Issuance of common stock from cashless exercise of warrants | $ 143 | (143) | ||
Issuance of common stock from cashless exercise of warrants,shares | 143,004 | |||
Shares issued in connection with acquisition of in-process research and development | $ 3,750,000 | $ 1,849 | 3,748,151 | |
Shares issued in connection with acquisition of in-process research and development,shares | 1,849,113 | |||
Issuance of common stock pursuant to Lincoln Park equity line | $ 470,475 | $ 231 | 470,244 | |
Issuance of common stock pursuant to Lincoln Park equity line, Shares | 230,743 | 230,743 | ||
Issuance of common stock to vendor | $ 256,040 | $ 121 | 255,919 | |
Issuance of common stock to vendor, Shares | 121,000 | |||
Fair value of common stock warrants issued to vendors | 4,775 | 4,775 | ||
Issuance of shares from exercise of stock options | 28,078 | $ 37 | 28,041 | |
Issuance of shares from exercise of stock options,shares | 36,672 | |||
Stock-based compensation expense | 720,150 | $ 720,150 | ||
Net loss | (6,706,972) | $ (6,706,972) | ||
Ending Balance at Dec. 31, 2014 | (153,889) | $ 23,937 | $ 138,868,523 | (139,046,349) |
Ending Balance, Shares at Dec. 31, 2014 | 23,936,568 | |||
Reclassification of warrant liability to additional paid in capital upon partial exercises of warrants issued in unit offering | 1,648,811 | 1,648,811 | ||
Issuance of common stock pursuant to Lincoln Park equity line | 246,525 | $ 153 | 246,372 | |
Issuance of common stock pursuant to Lincoln Park equity line, Shares | 153,010 | |||
Issuance of shares from exercise of stock options and warrants | 758,649 | $ 1,184 | 757,465 | |
Issuance of shares from exercise of stock options and warrants, Shares | 1,183,786 | |||
Issuance of common stock to vendor | 101,360 | $ 66 | 101,294 | |
Issuance of common stock to vendor, Shares | 66,000 | |||
Stock-based compensation expense | 142,025 | $ 142,025 | ||
Net loss | (4,569,322) | (4,569,322) | ||
Ending Balance at Mar. 31, 2015 | $ (1,825,841) | $ 25,340 | $ 141,764,490 | $ (143,615,671) |
Ending Balance, Shares at Mar. 31, 2015 | 25,339,364 |
Consolidated Statements of Cha6
Consolidated Statements of Changes in Shareholders Equity (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2014 | |
Statements Of Changes In Shareholders' Equity [Abstract] | ||
Net of offering costs | $ 902,158 | $ 344,808 |
Issuance of common stock, net of costs | $ 71,949 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating activities: | ||||
Net loss | $ (4,569,322) | $ (3,331,708) | $ (6,706,972) | $ (10,058,996) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Amortization and depreciation | 59,926 | 62,087 | 245,787 | 230,071 |
Common stock issued to vendors | $ 101,360 | 153,540 | ||
Charge for common stock issued for collaboration agreement | 100,002 | 1,500,000 | ||
Common stock issued in exchange for services | 256,040 | $ 82,148 | ||
Issuance of common stock for acquisition of in-process research and development | 4,000,000 | |||
Warrants issued to vendors | 4,775 | 4,775 | $ 4,775 | |
Stock-based compensation | $ 142,025 | 176,662 | 720,150 | 803,060 |
Change in fair value of warrant liability | 3,011,616 | 1,742,090 | (3,436,195) | 3,654,770 |
Change in operating assets and liabilities: | ||||
Grants receivable | $ 449,347 | 172,740 | 72,319 | (527,778) |
Taxes receivable | 750,356 | 750,356 | (750,356) | |
Prepaid expenses | $ 41,382 | 37,771 | (37,537) | 5,302 |
Accounts payable | (459,603) | 32,338 | 1,483,255 | 395,787 |
Accrued compensation | (282,841) | (188,430) | 81,291 | 204,244 |
Total adjustments | 3,063,212 | 2,943,929 | 4,240,243 | 5,602,023 |
Net cash used in operating activities | (1,506,110) | (387,779) | (2,466,729) | $ (4,456,973) |
Investing activities | ||||
Payments for acquisition of in-process research and development | (250,000) | |||
Purchases of fixed assets | (11,553) | (19,863) | (50,866) | $ (17,728) |
Net cash used in investing activities | (11,553) | (19,863) | (300,866) | (17,728) |
Financing Activities: | ||||
Net proceeds from sale of units containing common stock and warrants | 1,937,894 | 6,210,537 | ||
Net proceeds from issuance of common stock pursuant to the equity line | 246,525 | $ 158,250 | 470,475 | 528,051 |
Proceeds from exercises of warrants | 758,649 | 28,078 | 235,975 | |
Net cash provided by financing activities | 1,005,174 | $ 158,250 | 2,436,447 | 6,974,563 |
Net decrease in cash and cash equivalents | (512,489) | (249,392) | (331,148) | 2,499,862 |
Cash and cash equivalents at beginning of period | 5,525,094 | 5,856,242 | 5,856,242 | 3,356,380 |
Cash and cash equivalents at end of period | 5,012,605 | 5,606,850 | $ 5,525,094 | 5,856,242 |
Supplemental disclosure of non cash investing and financing activities: | ||||
Fair Value of warrants issued in Unit Offering | 4,827,788 | |||
Reclassification of warrant liability to additional paid in capital upon partial exercises of warrants issued in unit offering | $ 1,648,811 | $ 502,025 | $ 1,055,490 | 201,311 |
Supplemental information: | ||||
Cash paid for state income taxes | $ 6,994 | $ 3,080 |
Nature of Business
Nature of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Nature of Business [Abstract] | ||
Nature of Business | Note 1. Nature of Business Basis of Presentation Soligenix, Inc. (the “Company”) is a late-stage biopharmaceutical company developing product candidates intended to address unmet medical needs in the areas of inflammation, oncology, and biodefense. The Company maintains two active business segments: BioTherapeutics and Vaccines/BioDefense. The Company’s BioTherapeutics business segment is developing a first-in-class photo-dynamic therapy (SGX301) utilizing safe visible light for the treatment of cutaneous T-cell lymphoma (“CTCL”), proprietary formulations of oral beclomethasone 17,21-dipropionate (“BDP”) for the prevention/treatment of gastrointestinal (“GI”) disorders characterized by severe inflammation, including pediatric Crohn’s disease (SGX203) and acute radiation enteritis (SGX201), and its novel innate defense regulator (“IDR”) technology (SGX942) for the treatment of oral mucositis. The Company’s Vaccines/BioDefense business segment includes active development programs for RiVax™, its ricin toxin vaccine candidate, VeloThrax™, an anthrax vaccine candidate, and OrbeShield™, a GI acute radiation syndrome (“GI ARS”) therapeutic candidate and SGX943, a melioidosis therapeutic candidate. The development of the vaccine programs is supported by the Company’s heat stabilization technology, known as ThermoVax™, under existing and on-going government contract funding. With the recently awarded government contracts from the National Institute of Allergy and Infectious Diseases (“NIAID”), the Company will attempt to advance the development of RiVax™ to protect against exposure to ricin toxin. The Company plans to use the funds received under the government contracts with the Biomedical Advanced Research and Development Authority (“BARDA”) and NIAID to advance the development of OrbeShield™ for the treatment of GI ARS. Additionally, the Company entered into a global and exclusive channel collaboration with Intrexon Corporation (“Intrexon”) through which it intends to develop and commercialize a human monoclonal antibody therapy (SGX101) to treat melioidosis. The Company generates revenues under government grants primarily from the National Institutes of Health (the “NIH”) and government contracts from BARDA and NIAID. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, development of new technological innovations, dependence on key personnel, protections of proprietary technology, compliance with the United States Food and Drug Administration (the U.S. “FDA”) regulations, litigation, and product liability. Results for the three months ended March 31, 2015 are not necessarily indicative of results that may be expected for the full year. Liquidity As of March 31, 2015, the Company had cash and cash equivalents of $5,012,605 as compared to $5,525,094 as of December 31, 2014, representing a decrease of $512,489 or 9%. As of March 31, 2015, the Company had working capital of $2,913,440 as compared to working capital of $3,174,214 as of December 31, 2014, which excludes a non-cash warrant liability of $5,152,367 and $3,789,562, respectively, representing a decrease of $260,774 or 8%. This decrease is primarily related to expenditures to support the Phase 2 clinical trial with SGX942 for the treatment of oral mucositis in head and neck cancer. Based on the Company’s current rate of cash outflows, cash on hand, proceeds from its government contract and grant programs, availability of funds from the Lincoln Park Capital Fund, LLC (“Lincoln Park”) equity line and proceeds from the state of New Jersey Technology Business Tax Certificate Transfer Program, management believes that its current cash will be sufficient to meet the anticipated cash needs for working capital and capital expenditures for at least the next twelve months. Management’s business strategy can be outlined as follows: ● Conduct a Phase 3 clinical trial of SGX301 for the treatment of CTCL; ● Conduct a Phase 2 clinical trial of SGX942 for the treatment of oral mucositis in head and neck cancer; ● Initiate a Phase 3 clinical trial of oral BDP, known as SGX203, for the treatment of pediatric Crohn’s disease; ● Evaluate the effectiveness of oral BDP in other therapeutic indications involving inflammatory conditions of the GI tract such as prevention of acute radiation enteritis; ● Develop RiVax™ and VeloThrax™ in combination with the Company’s ThermoVax™ technology, to develop new heat stable vaccines in biodefense and infectious diseases with the potential to collaborate and/or partner with other companies in these areas; ● Advance the preclinical and manufacturing development of OrbeShield™ as a biodefense medical countermeasure for the treatment of GI ARS; ● Continue to apply for and secure additional government funding for each of the Company’s BioTherapeutics and Vaccines/BioDefense programs through grants, contracts and/or procurements; ● Acquire or in-license new clinical-stage compounds for development; and ● Explore other business development and merger/acquisition strategies an example of which is the collaboration with Intrexon. The Company’s plans with respect to its liquidity management include, but are not limited to, the following: ● The Company has up to $50.5 million in active government contract and grant funding still available to support its associated research programs through 2015 and beyond. The Company plans to submit additional contract and grant applications for further support of its programs with various funding agencies. ● The Company has continued to use equity instruments to provide a portion of the compensation due to vendors and collaboration partners and expects to continue to do so for the foreseeable future. ● The Company will pursue Net Operating Loss (“NOL”) sales in the state of New Jersey pursuant to its Technology Business Tax Certificate Transfer Program. Based on the receipt, in December 2014, of $616,872 in proceeds pursuant to NOL sales in 2014, the Company expects to participate in the program during 2015 and beyond. ● The Company has a $10.6 million equity facility, with Lincoln Park through October 2016, of which approximately $9.3 million is available. ● The Company may seek additional capital in the private and/or public equity markets to continue its operations, respond to competitive pressures, develop new products and services, and to support new strategic partnerships. The Company is currently evaluating additional equity financing opportunities on an ongoing basis and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction, or consummate a transaction at favorable pricing. | Note 1. Nature of Business Basis of Presentation Soligenix, Inc. (the “Company”) is a late-stage biopharmaceutical company developing product candidates intended to address unmet medical needs in the areas of inflammation, oncology, and biodefense. The Company maintains two active business segments: BioTherapeutics and Vaccines/BioDefense. The Company’s BioTherapeutics business segment is developing a first-in-class photo-dynamic therapy (SGX301) utilizing safe visible light for the treatment of cutaneous T-cell lymphoma (“CTCL”), proprietary formulations of oral beclomethasone 17,21-dipropionate (“BDP”) for the prevention/treatment of gastrointestinal (“GI”) disorders characterized by severe inflammation, including pediatric Crohn’s disease (SGX203) and acute radiation enteritis (SGX201), and our novel innate defense regulator (“IDR”) technology (SGX942) for the treatment of oral mucositis. The Company’s Vaccines/BioDefense business segment includes active development programs for RiVax™, its ricin toxin vaccine candidate, VeloThrax™, an anthrax vaccine candidate, OrbeShield™, a GI acute radiation syndrome (“GI ARS”) therapeutic candidate and SGX943, a melioidosis therapeutic candidate. The development of the vaccine programs is supported by the heat stabilization technology, known as ThermoVax™, under existing and on-going government contract funding. With the recently awarded government contracts from the National Institute of Allergy and Infectious Diseases (“NIAID”), the Company will attempt to advance the development of RiVax™ to protect against exposure to ricin toxin. The Company plans to use the funds received under the government contracts with the Biomedical Advanced Research and Development Authority (“BARDA”) and NIAID to advance the development of OrbeShield™ for the treatment of GI ARS. Additionally, the Company entered into a global and exclusive channel collaboration with Intrexon Corporation (“Intrexon”) through which it intends to develop and commercialize a human monoclonal antibody therapy (SGX101) to treat melioidosis. The Company generates revenues under three active grants primarily from the NIH and government contracts from BARDA and NIAID. The Company is subject to risks common to companies in the biotechnology industry including, but not limited to, development of new technological innovations, dependence on key personnel, protections of proprietary technology, compliance with the United States Food and Drug Administration (the “FDA”) regulations, litigation, and product liability. Liquidity As of December 31, 2014, the Company had cash and cash equivalents of $5,525,094 as compared to $5,856,242 as of December 31, 2013, representing a decrease of $331,148 or 6%. The decrease in cash was primarily due to net cash used in operations of $2,466,729 partially offset by cash provided by financing activities of $2,436,447. As of December 31, 2014, the Company had working capital of $3,174,214, which excludes a non-cash warrant liability of $3,789,562, as compared to working capital of $5,855,046 as of December 31, 2013, representing a decrease of $2,680,832 or 46%. The decrease in working capital was primarily the result of expenditures related to support the Phase 2 clinical trial of SGX942 and a decrease in taxes receivable offset by the net proceeds of $1,937,894 received from our registered public offering, proceeds from our Lincoln Park equity line of $470,475 and proceeds from the exercise of stock options of $28,078. Based on the Company’s current rate of cash outflows, cash on hand, proceeds from its government contract and grant programs, proceeds expected from the Lincoln Park Capital Fund, LLC (“Lincoln Park”) equity line and proceeds from the state of New Jersey Technology Business Tax Certificate Transfer Program, management believes that its current cash will be sufficient to meet the anticipated cash needs for working capital and capital expenditures for at least the next twelve months. Management’s business strategy can be outlined as follows: ● Conduct a Phase 3 clinical trial of SGX301 for the treatment of CTCL; ● Conduct a Phase 2 clinical trial of SGX942 for the treatment of oral mucositis in head and neck cancer; ● Conduct a Phase 3 clinical trial of oral BDP, known as SGX203 for the treatment of pediatric Crohn’s disease; ● Evaluate the effectiveness of oral BDP in other therapeutic indications involving inflammatory conditions of the GI tract such as prevention of acute radiation enteritis, prevention of acute radiation syndrome, and treatment of chronic GI GVHD; ● Develop RiVax™ and VeloThrax™ in combination with its proprietary vaccine heat stabilization technology known as ThermoVax™, to develop new heat stable vaccines in biodefense and infectious diseases with the potential to collaborate and/or partner with other companies in these areas; ● Advance the preclinical and manufacturing development of OrbeShield™ as a biodefense medical countermeasure for the treatment of GI ARS; ● Continue to apply for and secure additional government funding for each of its BioTherapeutics and Vaccine/BioDefense programs through grants, contracts and/or procurements; ● Acquire or in-license new clinical-stage compounds for development; and ● Explore other business development and merger/acquisition strategies an example of which is the collaboration with Intrexon. The Company’s plans with respect to its liquidity management include, but are not limited to the following: ● The Company has up to $51.4 million in active government contract and grant funding still available to support its associated research programs through 2015 and beyond. The Company plans to submit additional contract and grant applications for further support of its programs with various funding agencies. ● The Company has continued to use equity instruments to provide a portion of the compensation due to vendors and collaboration partners and expects to continue to do so for the foreseeable future. ● The Company will pursue Net Operating Loss (“NOLs”) sales in the state of New Jersey pursuant to its Technology Business Tax Certificate Transfer Program. Based on the receipt, in December 2014, of $616,872 in proceeds pursuant to NOLs sales , the Company expects to participate in the program during 2015 and beyond; ● The Company has a $10.6 million equity facility, with Lincoln Park, through October 2016, of which approximately $9.5 million was available at December 31, 2014; and ● The Company may seek additional capital in the private and/or public equity markets to continue its operations, respond to competitive pressures, develop new products and services, and to support new strategic partnerships. The Company is currently evaluating additional equity financing opportunities on an ongoing basis and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction, or consummate a transaction at favorable pricing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include Soligenix, Inc., and its wholly and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated as a result of consolidation. Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. The Company divides its operations into two operating segments: BioTherapeutics and Vaccines/BioDefense. Cash and cash equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Contracts and Grants Receivable Contracts and grants receivable consist of unbilled amounts due from various grants from the NIH and contracts from BARDA and NIAID, an institute of NIH, for costs incurred prior to the period end under reimbursement contracts. The amounts were billed to the respective governmental agencies in the month subsequent to period end and collected shortly thereafter. Accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. Intangible Assets One of the most significant estimates or judgments that the Company makes is whether to capitalize or expense patent and license costs. The Company makes this judgment based on whether the technology has alternative future uses, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 730, Research and Development The Company did not capitalize any patent related costs during the three months ended March 31, 2015 and 2014. Impairment of Long-Lived Assets Office furniture and equipment and intangible assets are evaluated and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recognizes impairment of long-lived assets in the event the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and the carrying value of the related asset or group of assets. Such analyses necessarily involve significant judgment. The Company did not record any impairment of long-lived assets for the three months ended March 31, 2015 and 2014. Fair Value of Financial Instruments FASB ASC 820 — Fair Value Measurements and Disclosures, FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: ● Level 1 — Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. ● Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. ● Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The Company recognizes all derivative financial instruments as assets or liabilities in the financial statements and measures them at fair value with changes in fair value reflected as current period income or loss unless the derivatives qualify as hedges. As a result, certain warrants issued in connection with the June 2013 offering were accounted for as derivatives. See Note 4, Warrant Liability Revenue Recognition The Company’s revenues are primarily generated from government contracts and grants. Revenue is recognized in accordance with FASB ASC 605, Revenue Recognition, Revenue Recognition – Multiple Element Arrangements Research and Development Costs Research and development costs are charged to expense when incurred in accordance with FASB ASC 730, Research and Development Accounting for Warrants The Company considered FASB ASC 815, Evaluating Whether an Instrument is Considered Indexed to an Entity’s Own Stock Share-Based Compensation Stock options are issued with an exercise price equal to the market price on the date of grant. Stock options issued to directors upon re-election vest quarterly for a period of one year (new director issuances are fully vested upon issuance). Stock options issued to employees vest 25% on the grant date, then 25% each subsequent year for a period of three years. Stock options vest over each three-month period from the date of issuance to the end of the three year period. These options have a ten year life for as long as the individuals remain employees or directors. In general, when an employee or director terminates their position, the options will expire within three months, unless otherwise extended by the Board. From time to time, the Company issues restricted shares of common stock to vendors and consultants as compensation for services performed. Typically these instruments vest upon issuance and therefore the entire share-based compensation expense is recognized upon issuance to the vendors and/or consultants. Share-based compensation expense for options, warrants and shares of common stock granted to non-employees has been determined in accordance with FASB ASC 718, Stock Compensation Equity-Based Payments to Non-Employees The fair value of options issued during the three months ended March 31, 2015 and 2014 was estimated using the Black-Scholes option-pricing model and the following assumptions: ● a dividend yield of 0%; ● an expected life of 4 years; ● volatilities ranging from of 139% - 141% and 133% - 135% for 2015 and 2014, respectively ● forfeitures at a rate of 12%; and ● risk free interest rates ranging from of 0.99% - 1.31% and 1.11% - 1.33% for 2015 and 2014 respectively. The weighted average fair value of each option grant made during 2015 and 2014 was estimated on the date of each grant using the Black-Scholes option pricing model and amortized ratably over the option vesting periods, which approximates the service period. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence is considered, including the Company’s current and past performance, the market environment in which the Company operates, the utilization of past tax credits, and the length of carryback and carryforward periods. Deferred tax assets and liabilities are measured utilizing tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. No current or deferred income taxes have been provided through March 31, 2015 due to the net operating losses incurred by the Company since its inception. The Company recognizes accrued interest and penalties associated with uncertain tax positions, if any, as part of income tax expense. There were no tax related interest and penalties recorded for 2015 and 2014. Additionally, the Company has not recorded an asset for unrecognized tax benefits or a liability for uncertain tax positions at March 31, 2015 and December 31, 2014. Tax years beginning in 2011 for federal purposes are generally subject to examination by taxing authorities, although net operating losses from those years are subject to examinations and adjustments for at least three years following the year in which the tax attributes are utilized. Earnings Per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. Since there is a significant number of options and warrants outstanding, fluctuations in the actual market price can have a variety of results for each period presented. For the Quarter Ended For the Quarter Ended March 31, 2015 March 31, 2014 Basic and diluted numerator: Net loss $ (4,569,322 ) $ (3,331,708 ) Basic and diluted Denominator: Weighted-average outstanding 24,405,813 19,739,470 Basic and diluted net loss per share $ (0.19 ) $ (0.17 ) The following table summarizes potentially dilutive adjustments to the weighted average number of common shares which were excluded from the calculation because their effect would be anti-dilutive: For the Quarter Ended For the Quarter Ended March 31, 2015 March 31, 2014 Common stock purchase warrants 6,085,714 6,808,324 Stock options 2,272,022 2,127,699 Total 8,357,736 8,936,023 The weighted average exercise price of the Company’s stock options and warrants outstanding at March 31, 2015 were $2.34 and $1.25 per share, respectively, and at March 31, 2014 were $2.57 and $2.08 per share, respectively. Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions such as the fair value of warrants, stock options and recovery of the useful life of intangibles that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. | Note 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include Soligenix, Inc., and its wholly and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated as a result of consolidation. Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. The Company divides its operations into two operating segments: BioTherapeutics and Vaccines/BioDefense. Cash and cash equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Contracts and Grants Receivable Contracts and grants receivable consist of unbilled amounts due from various grants from the National Institutes of Health (“NIH”) and contracts from BARDA and NIAID, an institute of NIH, for costs incurred prior to the period end under reimbursement contracts. The amounts were billed to the respective governmental agencies in the month subsequent to period end and collected shortly thereafter. Accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. Intangible Assets One of the most significant estimates or judgments that the Company makes is whether to capitalize or expense patent and license costs. The Company makes this judgment based on whether the technology has alternative future uses, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 730, Research and Development The Company did not capitalize any patent related costs during the years ended December 31, 2014 or 2013. Impairment of Long-Lived Assets Office furniture and equipment and intangible assets are evaluated and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recognizes impairment of long-lived assets in the event the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and the carrying value of the related asset or group of assets. Such analyses necessarily involve significant judgment. The Company did not record any impairment of long-lived assets for the years ended December 31, 2014 or 2013. Fair Value of Financial Instruments FASB ASC 820 — Fair Value Measurements and Disclosures, FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: ● Level 1 — Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. ● Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. ● Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The Company recognizes all derivative financial instruments as assets or liabilities in the financial statements and measures them at fair value with changes in fair value reflected as current period income or loss unless the derivatives qualify as hedges. As a result, certain warrants issued in connection with the June 2013 offering were accounted for as derivatives. See Note 4, Warrant Liabilities Revenue Recognition The Company’s revenues are primarily generated from government contracts and grants. Revenue is recognized in accordance with FASB ASC 605, Revenue Recognition Revenue Recognition – Multiple Element Arrangements Research and Development Costs Research and development costs are charged to expense when incurred in accordance with FASB ASC 730, Research and Development Accounting for Warrants The Company considered FASB ASC 815, Evaluating Whether an Instrument is Considered Indexed to an Entity’s Own Stock Stock-Based Compensation Stock options are issued with an exercise price equal to the market price on the date of issuance. Stock options issued to directors upon re-election vest quarterly for a period of one year (new director issuances are fully vested upon issuance). Stock options issued to employees vest 25% immediately as of the grant date, then 25% each subsequent year for a period of three years. Stock options vest over each three month period from the date of issuance to the end of the three year period. These options have a ten year life for as long as the individuals remain employees or directors. In general, when an employee or director terminates their position the options will expire within three months, unless otherwise extended by the Board. From time to time, the Company issues restricted shares of common stock to vendors and consultants as compensation for services performed. Typically these instruments vest upon issuance and therefore the entire stock compensation expense is recognized upon issuance to the vendors and/or consultants Stock compensation expense for options, warrants and shares of common stock granted to non-employees has been determined in accordance with FASB ASC 505-50, Equity-Based Payments to Non-Employees The fair value of options issued during the years ended December 31, 2014 and 2013 in accordance with FASB ASC 718, Stock Compensation ● a dividend yield of 0%; ● an expected life of 4 years; ● volatilities ranging from 128% - 165% and 136% - 167% for 2014 and 2013, respectively; ● forfeitures at a rate of 12%; and ● risk-free interest rates ranging from 1.05% to 1.43% and 0.96% to 1.17% for 2014 and 2013, respectively. The weighted average fair value of each option grant made during 2014 and 2013 was estimated on the date of each grant using the Black-Scholes option pricing model and amortized ratably over the option vesting periods, which approximates the service period. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence is considered, including the Company’s current and past performance, the market environment in which the Company operates, the utilization of past tax credits, and the length of carryback and carryforward periods. Deferred tax assets and liabilities are measured utilizing tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. No current or deferred income taxes have been provided through December 31, 2014 due to the net operating losses incurred by the Company since its inception. The Company recognizes accrued interest and penalties associated with uncertain tax positions, if any, as part of income tax expense. There were no tax related interest and penalties recorded for 2014 and 2013. Additionally, the Company has not recorded an asset for unrecognized tax benefits or a liability for uncertain tax positions at December 31, 2014 and 2013. Tax years beginning in 2011 for federal purposes are generally subject to examination by the taxing authorities, although net operating losses from those years are subject to examinations and adjustments for at least three years following the year in which the tax attributes are utilized. Earnings Per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. Since there is a significant number of options and warrants outstanding, fluctuations in the actual market price can have a variety of results for each period presented. For the Year Ended For the Year Ended December 31, 2014 December 31, 2013 Numerator: Net loss for basic earnings per share $ (6,706,972 ) $ (10,058,996 ) Less change in fair value of warrant liability 3,436,195 - Net loss for diluted earnings per share $ (10,143,167 ) $ (10,058,996 ) Denominator: Weighted-average basic common shares outstanding 20,638,421 15,463,256 Assumed conversion of dilutive securities: Common stock purchase warrants 2,946,523 - Denominator for diluted earnings per share – adjusted weighted-average shares 23,584,944 15,463,256 Basic net loss per share $ (0.32 ) $ (0.65 ) Diluted net loss per share $ (0.43 ) $ (0.65 ) The following table summarizes potentially dilutive adjustments to the weighted average number of common shares which were excluded from the calculation: For the Year Ended For the Year Ended December 31, 2014 December 31, 2013 Common stock purchase warrants 2,546,143 8,156,526 Stock options 2,488,279 2,051,511 Total 5,034,422 10,208,037 Shares issuable upon the exercise of options and warrants outstanding at December 31, 2014 and 2013 were 2,488,279 and 2,051,511 shares issuable upon the exercise of options, and 7,269,500 and 8,156,526 shares issuable upon the exercise of warrants, respectively. The weighted average exercise price of the Company’s stock options and warrants outstanding at December 31, 2014 were $2.40 and $1.15 per share, respectively. Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions such as the fair value of warrants, stock options and recovery of the useful life of intangibles that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Intangible Assets
Intangible Assets | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Intangible Assets [Abstract] | ||
Intangible Assets | Note 3. Intangible Assets The following is a summary of intangible assets which consists of licenses and patents: Weighted Average Cost Accumulated Amortization Net Book Value March 31, 2015 Licenses 4.5 $ 462,234 $ 313,211 $ 149,023 Patents 1.7 1,893,185 1,686,298 206,887 Total 2.4 $ 2,355,419 $ 1,999,509 $ 355,910 December 31, 2014 Licenses 4.7 $ 462,234 $ 306,495 $ 155,739 Patents 1.9 1,893,185 1,638,975 254,210 Total 2.6 $ 2,355,419 $ 1, 945,470 $ 409,949 Amortization expense was $54,039 and $54,712 for the three months ended March 31, 2015 and 2014, respectively. Based on the balance of licenses and patents at March 31, 2015, the annual amortization expense for each of the succeeding five years is estimated to be as follows: Amortization Expense April 1 through $ 162,100 2016 $ 81,900 2017 $ 37,300 2018 $ 37,300 2019 $ 37,300 License fees and royalty payments are expensed as incurred as the Company does not attribute any future benefits to such payments. | Note 3. Intangible Assets The following is a summary of intangible assets which consists of licenses and patents: Weighted Average Remaining Amortization Period (years) Cost Accumulated Net Book Value December 31, 2014 Licenses 4.7 $ 462,234 $ 306,495 $ 155,739 Patents 1.9 1,893,185 1,638,975 254,210 Total 2.6 $ 2,355,419 $ 1,945,470 $ 409,949 December 31, 2013 Licenses 5.7 $ 462,234 $ 279,258 $ 182,976 Patents 2.6 1,893,185 1,443,649 449,536 Total 3.4 $ 2,355,419 $ 1,722,907 $ 632,512 Amortization expense was $222,563 and $223,216 in 2014 and 2013, respectively. Based on the balance of licenses and patents at December 31, 2014, the annual amortization expense for each of the succeeding five years is estimated to be as follows: Year Amortization Expense 2015 $ 173,000 2016 $ 62,000 2017 $ 62,000 2018 $ 62,000 2019 $ 50,949 License fees and royalty payments are expensed annually as incurred as the Company does not attribute any future benefits other than within that period. |
Warrant Liability
Warrant Liability | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Warrant Liabilities [Abstract] | ||
Warrant Liabilities | Note 4. Warrant Liability Warrants issued in connection with the Company’s June 2013 registered public offering contain provisions that protect holders from a decline in the issue price of its common stock (or “down-round” provision) and contain net settlement provisions. As a result, the Company accounts for these warrants as liabilities instead of equity instruments. Down-round provisions reduce the exercise or conversion price of a warrant if the Company issues equity shares for a price that is lower than the exercise or conversion price of the warrants. Net settlement provisions allow the holder of the warrant to surrender shares underlying the warrant equal to the exercise price as payment of its exercise price, instead of exercising the warrant by paying cash. The Company evaluates whether warrants to acquire its common stock contain provisions that protect holders from declines in the stock price or otherwise could result in modification of the exercise price and/or shares to be issued under the respective warrant agreements based on a variable that is not an input to the fair value of a “fixed for fixed” option. As a result of the Company’s December 2014 registered public unit offering, the exercise price of warrants outstanding in connection with the public offering completed in June 2013 was adjusted to $0.61 per share. The Company recognized these warrants as liabilities at their fair value on the date of grant and remeasures them to fair value on each reporting date. The Company recognized an initial warrant liability for the warrants issued in connection with the registered public offering completed in June 2013 totaling $4,827,788, which was based on the June 25, 2013 closing price of a share of the Company’s common stock as reported on OTC Markets of $0.96. During the three months ended March 31, 2015, 1,148,786 warrants were exercised. The fair value of the warrants exercised, or $1,648,811, was reclassified from warrant liability to additional paid-in capital. On March 31, 2015, the closing price of the Company’s common stock as reported on OTC Markets was $1.69. Due to the fluctuations in the market value of the Company’s common stock from December 31, 2014 through March 31, 2015, the Company recognized a non-cash charge of $3,011,616 for the change in the fair value of the warrant liability for the three months ended March 31, 2015. The assumptions used in connection with the valuation of warrants issued utilizing the binomial method were as follows: December 31, 2014 Exercised during 2015 March 31, 2015 Number of shares underlying the warrants 4,723,357 1,141,786 3,581,571 Exercise price $ 0.61 $ 0.61 $ 0.61 Volatility 128 % 119 % 119 % Risk-free interest rate 1.38 % 0.89 % 0.89 % Expected dividend yield 0 0 0 Expected warrant life (years) 3.5 3.33 3.24 Stock Price $ 0.98 $ 1.69 $ 1.69 The table below provides a reconciliation of the beginning and ending balances for the liability measured at fair value using significant unobservable inputs (Level 3). The table reflects losses for the period ended March 31, 2015 for the financial liability categorized as Level 3 as of March 31, 2015. Fair Value Measurements Using Significant Unobservable Inputs (Level 3): December 31, Decrease from Warrants Exercised in 2015 Increase in Fair Value March 31, 2015 Warrant liability $ 3,789,562 $ (1,648,811 ) $ 3,011,616 $ 5,152,367 | Note 4. Warrant Liabilities Warrants issued in connection with the Company’s June 2013 registered public offering contain provisions that protect holders from a decline in the issue price of its common stock (or “down-round” provision) and contain net settlement provisions. As a result, the Company accounts for these warrants as liabilities instead of equity instruments. Down-round provisions reduce the exercise or conversion price of a warrant if the Company issues equity shares for a price that is lower than the exercise or conversion price of the warrants. Net settlement provisions allow the holder of the warrant to surrender shares underlying the warrant equal to the exercise price as payment of its exercise price, instead of exercising the warrant by paying cash. The Company evaluates whether warrants to acquire its common stock contain provisions that protect holders from declines in the stock price or otherwise could result in modification of the exercise price and/or shares to be issued under the respective warrant agreements based on a variable that is not an input to the fair value of a “fixed for fixed” option. As a result of the Company’s December 2014 registered public unit offering, the exercise price of warrants outstanding in connection with the public offering completed in June 2013 was adjusted to $0.61 per share. The Company recognizes these warrants as liabilities at their fair value on the date of grant and remeasures them to fair value on each reporting date. The Company recognized an initial warrant liability for the warrants issued in connection with the registered public offering completed in June 2013 totaling $4,827,788, which was based on the June 25, 2013 closing price of a share of the Company’s common stock as reported on OTC Markets of $0.96. During the year ended December 31, 2014, 143,004 shares of common were issued upon 586,081 warrants exercised on a cashless basis. On January 22, 2014, 250,000 warrants were exercised and on August 19, 2014, 336,081warrants were exercised. The fair value of the warrants exercised, or $1,055,490 was reclassified from warrant liability to additional paid-in capital on the respective exercise date. On December 31, 2014, the closing price of the Company’s common stock as reported on OTC Markets was $0.98. Due to the fluctuations in the market value of the Company’s common stock from December 31, 2013 through December 31, 2014, the Company recognized a non-cash gain of $3,436,195 for the change in the fair value of the warrant liability for 2014. The assumptions used in connection with the valuation of warrants issued utilizing the binomial method were as follows for the year ended December 31, 2014 and 2013: Initial Measurement June 25, 2013 December 31, 2013 January 22, 2014 August 19, 2014 December 31, 2014 Number of shares underlying the warrants 5,416,851 5,309,438 5,309,438 5,059,438 4,723,357 Exercise price $ 1.65 $ 1.65 $ 1.65 $ 1.65 $ 0.61 Volatility 140 % 135 % 135 % 130 % 128 % Risk-free interest rate 1.49 % 1.75 % 1.30 % 1.25 % 1.38 % Expected dividend yield 0 0 0 0 0 Expected warrant life (years) 5.0 4.5 4.4 3.9 3.5 Stock Price $ 0.96 $ 1.80 $ 2.29 $ 2.05 $ 0.98 Recurring Level 3 Activity and Reconciliation The table below provides a reconciliation of the beginning and ending balances for the liability measured at fair value using significant unobservable inputs (Level 3). The table reflects gains for the year ended December 31, 2014 for the financial liability categorized as Level 3 as of December 31, 2014. Fair Value Measurements Using Significant Unobservable Inputs (Level 3): December 31, 2013 Decrease from Warrants Exercised in 2014 Decrease in Fair Value December 31, 2014 Warrant liability $ 8,281,247 $ (1,055,490 ) $ (3,436,195 ) $ 3,789,562 Recurring Level 3 Activity and Reconciliation The table below provides a reconciliation of the beginning and ending balances for the liability measured at fair value using significant unobservable inputs (Level 3). The table reflects losses for the year ended December 31, 2013 for the financial liability categorized as Level 3 as of December 31, 2013. Fair Value Measurements Using Significant Unobservable Inputs (Level 3): Initial Measurement June 25, 2013 Decrease from Warrants Exercised in 2013 Increase in Fair Value December 31, 2013 Warrant liability $ 4,827,788 $ (201,311 ) $ 3,654,770 $ 8,281,247 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2014 | |
Income Taxes [Abstract] | ||
Income Taxes | Note 5. Income Taxes The Company had NOLs at December 31, 2014 of approximately $86,120,000 for federal tax purposes and approximately $5,263,000 of New Jersey NOL carry forwards remaining after the sale of unused net operating loss carry forwards, portions of which are currently expiring each year through 2034. In addition, the Company has $3,556,000 of various tax credits that expire from 2018 to 2034. The Company may be able to utilize its NOLs to reduce future federal and state income tax liabilities. However, these NOLs are subject to various limitations under Internal Revenue Code (“IRC”) Section 382. IRC Section 382 limits the use of NOLs to the extent there has been an ownership change of more than 50 percentage points. In addition, the NOL carry forwards are subject to examination by the taxing authority and could be adjusted or disallowed due to such exams. Although the Company has not undergone an IRC Section 382 analysis, it is likely that the utilization of the NOLs may be substantially limited. The Company and one or more of its subsidiaries files income tax returns in the U.S. Federal jurisdiction, and various state and local jurisdictions. The Company is no longer subject to Federal income tax assessment for years before 2011 for Federal and 2010 for New Jersey income tax assessment. However, since the Company has incurred net operating losses in every tax year since inception, all its income tax returns are subject to examination and adjustments by the Internal Revenue Service for at least three years following the year in which the tax attributes are utilized. The Company has no tax provision for the three month periods ended March 31, 2015 and 2014 due to losses incurred and the recognition of full valuation allowances recorded against net deferred tax assets. | Note 5. Income Taxes The income tax benefit consisted of the following for the years ended December 31, 2014 and December 31, 2013: 2014 2013 Federal $ - $ - State (616,872 ) (750,356 ) Income tax benefit $ (616,872 ) $ (750,356 ) The significant components of the Company’s deferred tax assets and liability at December 31, 2014 and 2013 are as follows: 2014 2013 Net operating loss carry forwards $ 29,594,000 $ 27,974,000 Orphan drug and research and development credit carry forwards 3,556,000 2,986,000 Equity based compensation 2,049,000 3,183,000 Intangibles 2,140,000 127,000 Total 37,339,000 34,270,000 Valuation allowance (37,339,000 ) (34,270,000 ) Income tax benefit $ - $ - At December 31, 2014, the Company had NOL carry forwards of approximately $86,120,000 for federal tax purposes and approximately $5,263,000 of New Jersey NOL carry forwards remaining after the sale of unused net operating loss carry forwards, portions of which are currently expiring each year through 2034. In addition, the Company has $3,556,000 of various tax credits that expire from 2018 to 2034. The Company may be able to utilize their NOLs to reduce future federal and state income tax liabilities. However, these NOLs are subject to various limitations under Internal Revenue Code (“IRC”) Section 382. IRC Section 382 limits the use of NOLs to the extent there has been an ownership change of more than 50 percentage points. In addition, the NOL carry forwards are subject to examination by the taxing authority and could be adjusted or disallowed due to such exams. Although the Company has not undergone an IRC Section 382 analysis, it is likely that the utilization of the NOLs may be substantially limited. The Company and one or more of its subsidiaries files income tax returns in the U.S. Federal jurisdiction, and various state and local jurisdictions. The Company is no longer subject to Federal income tax assessment for years before 2011 for Federal and 2010 for New Jersey income tax assessment. However, since the Company has incurred net operating losses in every tax year since inception, all its income tax returns are subject to examination and adjustments by the Internal Revenue Service for at least three years following the year in which the tax attributes are utilized. The net change in the valuation allowance for the years ended December 31, 2014 and 2013 was an increase of approximately $3,069,000 and $1,887,000, respectively, resulting primarily from net operating losses expiring and generated. As a result of the Company’s continuing tax losses, the Company has recorded a full valuation allowance against a net deferred tax asset. Reconciliations of the difference between income tax benefit computed at the federal and state statutory tax rates and the provision for income tax benefit for the years ended December 31, 2014 and 2013 was as follows: 2014 2013 Income tax loss at federal statutory rate (34.00 )% (34.00 )% State tax benefits, plus sale of NJ NOLs, net of federal benefit (6.00 ) (6.00 ) Subtotal (40.00 ) (40.00 ) Valuation allowance 31.58 33.06 Income tax benefit (8.42 )% (6.94 )% During the years ended December 31, 2014 and 2013, in accordance with the State of New Jersey’s Technology Business Tax Certificate Program, which allowed certain high technology and biotechnology companies to sell unused net operating loss carryforwards to other New Jersey-based corporate taxpayers based in New Jersey, the Company sold New Jersey net operating loss carryforwards, resulting in the recognition of $616,872 and $750,356 of income tax benefit, net of transaction costs, respectively. There can be no assurance as to the continuation or magnitude of this program in the future. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Shareholders' Equity [Abstract] | ||
Shareholders' Equity | Note 6. Shareholders’ Equity Preferred Stock The Company has 350,000 shares of preferred stock authorized, none of which are issued or outstanding. Common Stock During the three months ended March 31, 2015, the Company issued the following shares of common stock: ● In seventeen separate transactions, the Company issued 1,183,786 shares of common stock in connection with warrant exercises; ● In two separate transactions, the Company issued 153,010 shares of common stock pursuant to the Lincoln Park facility; and ● In three separate transactions, the Company issued 66,000 shares of common stock as partial consideration for services performed. | Note 6. Shareholders’ Equity Preferred Stock The Company has 350,000 shares of preferred stock authorized, none of which are issued or outstanding. Common Stock The following items represent transactions in the Company’s common stock for the year ended December 31, 2014: ● In January 2014, the Company issued 77,889 shares of common stock in connection with the cashless exercise of 250,000 stock warrants; ● In March 2014, the Company issued 76,932 shares of common stock pursuant to the Lincoln Park facility; ● In April 2014, the Company issued 76,907 shares of common stock pursuant to the Lincoln Park facility; ● In May 2014, the Company issued 43,067 shares of common stock upon the execution of an agreement to evaluate specific oncology technology; ● In May 2014, the Company issued 29,172 shares of common stock upon the exercise of vested stock options; ● In July 2014, the Company issued 76,904 shares of common stock pursuant to the Lincoln Park facility; ● In July 2014, the Company issued 7,500 shares of common stock upon the exercise of vested stock options; ● In August 2014, the Company issued 65,115 shares of common stock with the cashless exercise of 336,081 stock warrants; ● In September 2014, the Company issued 1,849,113 shares of common stock in connection with the Hy BioPharma Acquisition of in process research and development. ● In December 2014, the Company issued 1,886,530 shares of common stock and 1,169,318 warrants pursuant to a registered direct unit offering of common stock and warrants. The Company received net proceeds of $1,937,894 from this offering. ● In four separate transactions, the Company issued 121,000 shares of common stock as partial consideration for services performed. The following items represent transactions in the Company’s common stock for the year ended December 31, 2013: ● In April 2013, the Company issued 1,034,483 shares of common stock related to the execution of an Exclusive Channel Collaboration agreement with Intrexon Corporation (see Note 9). ● In June 2013, the Company issued 6,773,995 shares of common stock pursuant to a registered direct unit offering of common stock and warrants. ● In October 2013, the Company issued 107,143 shares of common stock for stock warrants exercised. ● In November, the Company issued 383,370 shares of common stock pursuant to the Lincoln Park Capital equity facility. ● In two separate transactions, the Company issued 103,439 shares of common stock for stock options exercised. ● In five separate transactions, the Company issued 55,104 shares of common stock as part of consideration for services performed. Warrants During the year ended December 31, 2014, the Company issued warrants to purchase 1,169,318 shares of common stock pursuant to a registered direct offering of common stock and warrants. During the year ended December 31, 2013, the Company issued warrants to purchase 5,416,581 shares of common stock pursuant to a registered direct offering of common stock and warrants. Additionally, the Company issued 5,000 warrants to a consultant in exchange for services. A gain of $3,436,195, related to the warrants issued in the June 2013 registered direct offering, was recognized for the change in the fair value of the warrant liability during the year ended December 31, 2014. A charge of $3,654,770 was incurred during the year ended December 31, 2013 for the change in the fair value of the warrant liability. Additionally, warrant expense charges of $4,775 were recorded during the years ended December 31, 2014 and 2013. Equity Line In November 2013, the Company entered into a common stock purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”). The Lincoln Park equity facility allows the Company to require Lincoln Park to purchase up to 75,000 shares (“Regular Purchase”) of the Company’s common stock every two business days, up to an aggregate of $10.6 million over approximately a 36-month period depending on certain conditions, including the quoted market price of the Company’s common stock on such date. The purchase price for the Regular Purchase shall be equal to the lesser of (i) the lowest sale price of the common shares during the purchase date, or (ii) the average of the three lowest closing sale prices of common shares during the twelve business days prior to the purchase date. Each Regular Purchase shall not exceed $750,000. Furthermore, for each additional purchase by Lincoln Park, additional commitment shares in commensurate amounts up to a total of 122,070 shares will be issued based upon the relative proportion of the aggregate amount of $10.0 million. The Regular Purchase amount may be increased up to 100,000 shares of common stock if the closing price of the common shares is not below $2.50. In addition to the Regular Purchase and provided that the closing price of the common shares is not below $1.50 on the purchase date, the Company in its sole discretion may direct Lincoln Park on each purchase date to purchase on the next stock trading day (“Accelerate Purchase Date”) additional shares of Company stock up to the lesser of (i) two times the number of shares purchased following a Regular Purchase or (ii) 30% of the trading volume of shares traded on the Accelerated Purchase Date as a price equal to the lesser of the closing sale price on the Accelerated Purchase Date or 95% of the Accelerated Purchase Date’s volume weighted average price. During the year ended December 31, 2013, the Company received gross proceeds of $600,000 for the issuance of 383,370 shares of common stock to Lincoln Park. Associated costs of $71,949 were incurred resulting in net proceeds of $528,051. During the year ended December 31, 2014, in three separate transactions, the Company issued 230,743 shares of common stock receiving net proceeds of $470,475. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | Note 7. Commitments and Contingencies The Company has commitments of approximately $500,000 as of March 31, 2015 for agreements with consultants and universities. Additionally, the Company has collaboration and license agreements, which upon clinical or commercialization success, may require the payment of milestones of up to $7.9 million and/or royalties up to 6% of net sales of covered products, if and when achieved. However, there can be no assurance that clinical or commercialization success will occur. In December 2014, the Company entered into a lease agreement through May 31, 2018 for existing and expanded office space. The rent for the first 12 months is approximately $12,300 per month, or approximately $20.85 per square foot. This rent increases to approximately $12,375 per month, or approximately $20.95 per square foot, for the next 12 months and approximately $12,460 per month, or approximately $21.13 per square foot for the remainder of the lease. On September 3, 2014, the Company entered into an asset purchase agreement with Hy Biopharma, Inc. (“Hy Biopharma) pursuant to which the Company acquired certain intangible assets, properties and rights of Hy Biopharma related to the development of Hy BioPharma’s synthetic hypericin product. As consideration for the assets acquired, the Company paid $250,000 in cash and issued 1,849,113 shares of common stock with a fair value based on the Company’s stock price on the date of grant of $3,750,000. These amounts were charged to research and development expense during the third quarter of 2014 as the assets will be used in the Company’s research and development activities and do not have alternative future use pursuant to generally accepted accounting principles in the United States. Provided all future success-oriented milestones are attained, the Company will be required to make additional payments of up to $10.0 million, if and when achieved. Payments will be payable in restricted securities of the Company not to exceed 19.9% ownership of Company’s outstanding stock. On April 27, 2013, the Company entered into an exclusive channel collaboration agreement (the “Channel Agreement”) with Intrexon to use Intrexon’s advanced human antibody discovery, isolation and production technologies for the development of human monoclonal antibody therapies for a new biodefense application targeting melioidosis. The Channel Agreement grants an exclusive worldwide license to use specified patents and other intellectual property of Intrexon in connection with the research, development, use, importing, manufacture, sale and offer for sale of products for the treatment of melioidosis through the use of exogenously produced human recombinant monoclonal antibodies. The Channel Agreement, upon clinical or commercialization success, may require the payment of certain milestones payments up to $7 million, if and when achieved. In February 2007, the Company’s Board of Directors authorized the issuance of 50,000 shares of the Company’s common stock to Dr. Schaber immediately prior to the completion of a transaction, or series or a combination of related transactions, negotiated by its Board of Directors whereby, directly or indirectly, a majority of its capital stock or a majority of its assets are transferred from the Company and/or its stockholders to a third party. Dr. Schaber’s amended employment agreement includes the Company’s obligation to issue such shares if such event occurs. As a result of the above agreements, the Company has future contractual obligations over the next five years as follows: Year Research and Development Property and Other Leases Total April 1 through December 31, 2015 $ 100,000 $ 99,000 $ 199,000 2016 100,000 157,000 257,000 2017 100,000 152,000 252,000 2018 100,000 52,000 152,000 2019 100,000 - 100,000 Total $ 500,000 $ 460,000 $ 960,000 | Note 9. Commitments and Contingencies The Company has commitments of approximately $375,000 at December 31, 2014 for several licensing agreements with consultants and universities. Additionally, the Company has collaboration and license agreements, which upon clinical or commercialization success, may require the payment of milestones of up to $7.9 million and/or royalties up to 6% of net sales of covered products, if and when achieved. However, there can be no assurance that clinical or commercialization success will occur. In December 2014, the Company entered into a lease agreement through May 31, 2018 for existing and expanded office space. The rent for the first 12 months is approximately $12,300 per month, or approximately $20.85 per square foot. This rent increases to approximately $12,375 per month, or approximately $20.95 per square foot, for the next 12 months and approximately $12,460 per month, or approximately $21.13 per square foot for the remainder of the lease. On September 3, 2014, the Company entered into an asset purchase agreement with Hy Biopharma, Inc. to which the Company acquired certain intangible assets, properties and rights of Hy Biopharma related to the development of Hy BioPharma’s synthetic hypericin product. As consideration for the assets acquired, the company paid $250,000 in cash and issued 1,849,113 shares of common stock with a fair value based on the Company’s stock price on the date of grant of $3,750,000. These amounts are charged to research and development expense as the assets will be used in the Company’s R&D activities and do not have alternative future use pursuant to Generally Accepted Accounting Principles in the United States. Provided all future success-oriented milestones are attained, the Company will be required to make additional payments of up to $10.0 million, if and when achieved. Payments will be payable in restricted securities of the Company. On April 27, 2013, the Company entered into an exclusive channel collaboration agreement with Intrexon (the “Channel Agreement”) to use Intrexon’s advanced human antibody discovery, isolation and production technologies for the development of human monoclonal antibody therapies for a new biodefense application targeting melioidosis. The Channel Agreement grants an exclusive worldwide license to use specified patents and other intellectual property of Intrexon in connection with the research, development, use, importing, manufacture, sale and offer for sale of products for the treatment of melioidosis through the use of exogenously produced human recombinant monoclonal antibodies. The Channel Agreement, upon clinical or commercialization success, may require the payment of certain milestones up to $7 million, if and when achieved. In February 2007, the Company’s Board of Directors authorized the issuance of 50,000 shares to Dr. Schaber immediately prior to the completion of a transaction, or series or a combination of related transactions negotiated by its Board of Directors whereby, directly or indirectly, a majority of its capital stock or a majority of its assets are transferred from the Company and/or its stockholders to a third party. The amended agreement with Dr. Schaber includes its obligation to issue such shares if such event occurs. As a result of the above agreements, the Company has future contractual obligations over the next five years as follows: Year Research and Development Property and Total 2015 $ 75,000 $ 130,000 $ 205,000 2016 75,000 157,000 232,000 2017 75,000 152,000 227,000 2018 75,000 51,000 126,000 2019 75,000 - 75,000 Total $ 375,000 $ 490,000 $ 865,000 |
Operating Segments
Operating Segments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Operating Segments [Abstract] | ||
Operating Segments | Note 8. Operating Segments The Company maintains two active operating segments: BioTherapeutics and Vaccines/BioDefense. Each segment includes an element of overhead costs specifically associated with its operations, with its corporate shared services group responsible for support functions generic to both operating segments. Three Months Ended March 31, 2015 2014 Contract/Grant Revenue Vaccines/BioDefense $ 802,314 $ 877,045 BioTherapeutics 13,972 33,552 Total $ 816,286 $ 910,597 Income/(Loss) from Operations Vaccines/BioDefense $ 84,681 $ 139,404 BioTherapeutics (764,876 ) (1,035,591 ) Corporate (878,072 ) (693,722 ) Total $ (1,558,267 ) $ (1,589,909 ) Amortization and Depreciation Expense Vaccines/BioDefense $ 9,786 $ 9,935 BioTherapeutics 48,374 49,939 Corporate 1,766 2,213 Total $ 59,926 $ 62,087 Interest Income Corporate $ 561 $ 291 Share-Based Compensation Vaccines/BioDefense $ 24,592 $ 10,450 BioTherapeutics 29,256 76,121 Corporate 88,177 90,091 Total $ 142,025 $ 176,662 As of March 31, 2015 As of Identifiable Assets Vaccines/BioDefense $ 568,565 $ 1,025,220 BioTherapeutics 161,355 204,308 Corporate 5,172,737 5,724,720 Total $ 5,902,657 $ 6,954,248 | Note 10. Operating Segments The Company maintains two active operating segments: BioTherapeutics and Vaccines/BioDefense. Each segment includes an element of overhead costs specifically associated with its operations, with its corporate shared services group responsible for support functions generic to both operating segments. For the Years Ended December 31, 2014 2013 Revenues Vaccines/BioDefense $ 6,756,388 $ 3,003,822 BioTherapeutics 286,628 220,330 Total $ 7,043,016 $ 3,224,152 Income (loss) from Operations Vaccines/BioDefense $ 807,164 $ (1,666,130 ) BioTherapeutics (7,674,381 ) (3,069,998 ) Corporate (3,894,132 ) (2,420,414 ) Total $ (10,761,349 ) $ (7,156,542 ) Amortization and Depreciation Expense Vaccines/BioDefense $ 39,625 $ 37,981 BioTherapeutics 199,196 190,033 Corporate 6,966 2,057 Total $ 245,787 $ 230,071 Interest Income Corporate $ 1,310 $ 1,960 Stock-Based Compensation Vaccines/BioDefense $ 114,920 $ 80,432 BioTherapeutics 193,926 250,431 Corporate 411,304 472,197 Total $ 720,150 $ 803,060 As of December 31, 2014 2013 Identifiable Assets Vaccines/BioDefense $ 1,025,220 $ 1,870,414 BioTherapeutics 204,308 386,721 Corporate 5,724,720 6,008,320 Total $ 6,954,248 $ 8,265,455 |
Stock Option Plans and Warrants
Stock Option Plans and Warrants to Purchase Common Stock | 12 Months Ended |
Dec. 31, 2014 | |
Stock Option Plans and Warrants To Purchase Common Stock [Abstract] | |
Stock Option Plans and Warrants to Purchase Common Stock | Note 7. Stock Option Plans and Warrants to Purchase Common Stock Stock Option Plans The Amended and Restated 1995 Omnibus Plan was replaced by the 2005 Equity Incentive Plan and is divided into four separate equity programs: 1) the Discretionary Option Grant Program, under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of common stock, 2) the Salary Investment Option Grant Program, under which eligible employees may elect to have a portion of their base salary invested each year in options to purchase shares of common stock, 3) the Automatic Option Grant Program, under which eligible nonemployee Board members will automatically receive options at periodic intervals to purchase shares of common stock, and 4) the Director Fee Option Grant Program, under which non-employee Board members may elect to have all, or any portion, of their annual retainer fee otherwise payable in cash applied to a special option grant. The 2005 Equity Incentive Plan (“2005 Plan”) is divided into four separate equity programs: 1) the Discretionary Option Grant Program, under which eligible persons may, at the discretion of the Plan Administrator, be issued common stock or granted options to purchase shares of common stock, 2) the Salary Investment Option Grant Program, under which eligible employees may elect to have a portion of their base salary invested each year in options to purchase shares of common stock, 3) the Automatic Option Grant Program, under which eligible nonemployee Board members will automatically receive options at periodic intervals to purchase shares of common stock, and 4) the Director Fee Option Grant Program, under which non-employee Board members may elect to have all, or any portion, of their annual retainer fee otherwise payable in cash applied to a special option grant. In addition, under the 2005 Plan, the Board may elect to pay certain consultants, directors, and employees in common stock. The 2005 Plan was amended in September 2007 to increase the number of options available under the plan to 1,000,000, in 2010 to increase the number of shares under the plan to 1,750,000 and again in 2013 to increase the number shares available under the plan to 3,000,000. The table below only accounts for transactions occurring as part of the 2005 Plan. December 31, 2014 2013 Shares available for grant at beginning of year 672,485 129,711 Increase in shares available for the plan - 1,250,000 Options granted (637,495 ) (791,100 ) Options forfeited or expired 149,055 83,874 Shares available for grant at end of year 184,045 672,485 The total option activity for the 1995 Omnibus Plan and the amended 2005 Plan for the years ended December 31, 2014 and 2013 was as follows: Options Weighted Average Options Exercise Price Balance at December 31, 2012 1,457,724 $ 3.19 Granted 791,100 1.35 Exercised (103,439 ) 0.57 Forfeited (93,874 ) 2.84 Balance at December 31, 2013 2,051,511 $ 2.63 Granted 637,495 1.79 Exercised (36,672 ) 0.77 Forfeited (164,055 ) 3.13 Balance at December 31, 2014 2,488,279 $ 2.40 As of December 31, 2014, there were 1,875,609 options exercisable with a weighted average exercise price of $2.64, a weighted average remaining contractual term of 6.9 years and an intrinsic value of $196,655. The intrinsic value of options exercised during the years ended December 31, 2014 and 2013 was $47,241 and $56,750, respectively. As of December 31, 2014, there were 2,488,279 options outstanding and expected to vest with a weighted average exercise price of $2.40, weighted average remaining term of 6.9 years and an intrinsic value of $215,103. The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the closing price of our common stock on the last trading day on December 31, 2014 and the exercise price, multiplied by the number of in-the-money options) what would have been received by the option holders had all option holders exercised their options on December 31, 2014. This amount changes based on the fair market value of our common stock. The Company awarded 637,495 and 791,100 stock options to new employees and existing Board members during the years ended 2014 and 2013, respectively. During the year ended 2014, under the 2005 Equity Incentive plan, 569,000 option grants were issued to employees and 68,495 option grants were issued to Board members. The weighted-average exercise price, by price range, for outstanding options to purchase common stock at December 31, 2014 was: Price Range Weighted Average Remaining Outstanding Exercisable $0.30-$2.20 7.7 1,805,755 1,193,081 $2.26-$4.10 6.9 174,774 174,778 $4.64-$9.40 3.7 507,750 507,750 Total 6.9 2,488,279 1,875,609 The Company’s stock-based compensation for the years ended December 31, 2014 and 2013 was $720,150 and $803,060, respectively. At December 31, 2014, the total compensation cost for stock options not yet recognized was approximately $1,009,941 and will be expensed over the next three years. Warrants to Purchase Common Stock Warrant activity for the years ended December 31, 2014 and 2013 was as follows: Warrants Weighted Average Warrant Exercise Price Balance at December 31, 2012 2,843,338 $ 3.13 Granted 5,421,581 1.65 Exercised (107,143 ) 1.65 Expired/Cancelled (1,250 ) 15.00 Balance at December 31, 2013 8,156,526 $ 2.17 Granted 1,169,318 1.48 Exercised (586,081 ) 1.65 Expired/Cancelled (1,470,263 ) 3.49 Balance at December 31, 2014 7,269,500 $ 1.15 During the year ended 2014, the Company issued warrants to purchase 1,169,318 shares of common stock, with an exercise price of $1.48, pursuant to a registered direct offering of common stock and warrants. Warrants of 1,470,263 either expired or were cancelled by the Company with an average exercise price of $3.49 and 586,081 warrants were exercised with an exercise price of $1.65. The weighted-average exercise price, by price range, for outstanding warrants at December 31, 2014 was: Price Range Weighted Average Remaining Outstanding Exercisable Warrants $.53-$2.05 3.7 6,672,548 6,672,548 $5.12-$6.06 0.5 596,952 596,952 Total 3.4 7,269,500 7,269,500 During the year ended December 31, 2015, warrants to purchase 596,952 shares of the Company’s common stock will expire. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2014 | |
Concentrations [Abstract] | |
Concentrations | Note 8. Concentrations At December 31, 2014 and 2013, the Company had deposits in major financial institutions that exceeded the amount under protection by the Securities Investor Protection Corporation (“SIPC”). Currently, the Company is covered up to $1,000,000 by the SIPC. The excess amount at December 31, 2014 was $4,525,094. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events Since January 1, 2015, the Company has received proceeds of $732,010 pursuant to 1,165,786 stock warrant exercises. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include Soligenix, Inc., and its wholly and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated as a result of consolidation. | Principles of Consolidation The consolidated financial statements include Soligenix, Inc., and its wholly and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated as a result of consolidation. |
Operating Segments | Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. The Company divides its operations into two operating segments: BioTherapeutics and Vaccines/BioDefense. | Operating Segments Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing the performance of the segment. The Company divides its operations into two operating segments: BioTherapeutics and Vaccines/BioDefense. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. | Cash and cash equivalents The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. |
Contracts and Grants Receivable | Contracts and Grants Receivable Contracts and grants receivable consist of unbilled amounts due from various grants from the NIH and contracts from BARDA and NIAID, an institute of NIH, for costs incurred prior to the period end under reimbursement contracts. The amounts were billed to the respective governmental agencies in the month subsequent to period end and collected shortly thereafter. Accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. | Contracts and Grants Receivable Contracts and grants receivable consist of unbilled amounts due from various grants from the National Institutes of Health (“NIH”) and contracts from BARDA and NIAID, an institute of NIH, for costs incurred prior to the period end under reimbursement contracts. The amounts were billed to the respective governmental agencies in the month subsequent to period end and collected shortly thereafter. Accordingly, no allowance for doubtful amounts has been established. If amounts become uncollectible, they are charged to operations. |
Intangible Assets | Intangible Assets One of the most significant estimates or judgments that the Company makes is whether to capitalize or expense patent and license costs. The Company makes this judgment based on whether the technology has alternative future uses, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 730, Research and Development The Company did not capitalize any patent related costs during the three months ended March 31, 2015 and 2014. | Intangible Assets One of the most significant estimates or judgments that the Company makes is whether to capitalize or expense patent and license costs. The Company makes this judgment based on whether the technology has alternative future uses, as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 730, Research and Development The Company did not capitalize any patent related costs during the years ended December 31, 2014 or 2013. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Office furniture and equipment and intangible assets are evaluated and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recognizes impairment of long-lived assets in the event the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and the carrying value of the related asset or group of assets. Such analyses necessarily involve significant judgment. The Company did not record any impairment of long-lived assets for the three months ended March 31, 2015 and 2014. | Impairment of Long-Lived Assets Office furniture and equipment and intangible assets are evaluated and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company recognizes impairment of long-lived assets in the event the net book value of such assets exceeds the estimated future undiscounted cash flows attributable to such assets. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and the carrying value of the related asset or group of assets. Such analyses necessarily involve significant judgment. The Company did not record any impairment of long-lived assets for the years ended December 31, 2014 or 2013. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments FASB ASC 820 — Fair Value Measurements and Disclosures, FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: ● Level 1 — Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. ● Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. ● Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The Company recognizes all derivative financial instruments as assets or liabilities in the financial statements and measures them at fair value with changes in fair value reflected as current period income or loss unless the derivatives qualify as hedges. As a result, certain warrants issued in connection with the June 2013 offering were accounted for as derivatives. See Note 4, Warrant Liability | Fair Value of Financial Instruments FASB ASC 820 — Fair Value Measurements and Disclosures, FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: ● Level 1 — Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. ● Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. ● Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The carrying amounts reported in the consolidated balance sheet for cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The Company recognizes all derivative financial instruments as assets or liabilities in the financial statements and measures them at fair value with changes in fair value reflected as current period income or loss unless the derivatives qualify as hedges. As a result, certain warrants issued in connection with the June 2013 offering were accounted for as derivatives. See Note 4, Warrant Liabilities |
Revenue Recognition | Revenue Recognition The Company’s revenues are primarily generated from government contracts and grants. Revenue is recognized in accordance with FASB ASC 605, Revenue Recognition, Revenue Recognition – Multiple Element Arrangements | Revenue Recognition The Company’s revenues are primarily generated from government contracts and grants. Revenue is recognized in accordance with FASB ASC 605, Revenue Recognition Revenue Recognition – Multiple Element Arrangements |
Research and Development Costs | Research and Development Costs Research and development costs are charged to expense when incurred in accordance with FASB ASC 730, Research and Development | Research and Development Costs Research and development costs are charged to expense when incurred in accordance with FASB ASC 730, Research and Development |
Accounting for Warrants | Accounting for Warrants The Company considered FASB ASC 815, Evaluating Whether an Instrument is Considered Indexed to an Entity’s Own Stock | Accounting for Warrants The Company considered FASB ASC 815, Evaluating Whether an Instrument is Considered Indexed to an Entity’s Own Stock |
Stock-based compensation | Share-Based Compensation Stock options are issued with an exercise price equal to the market price on the date of grant. Stock options issued to directors upon re-election vest quarterly for a period of one year (new director issuances are fully vested upon issuance). Stock options issued to employees vest 25% on the grant date, then 25% each subsequent year for a period of three years. Stock options vest over each three-month period from the date of issuance to the end of the three year period. These options have a ten year life for as long as the individuals remain employees or directors. In general, when an employee or director terminates their position, the options will expire within three months, unless otherwise extended by the Board. From time to time, the Company issues restricted shares of common stock to vendors and consultants as compensation for services performed. Typically these instruments vest upon issuance and therefore the entire share-based compensation expense is recognized upon issuance to the vendors and/or consultants. Share-based compensation expense for options, warrants and shares of common stock granted to non-employees has been determined in accordance with FASB ASC 718, Stock Compensation Equity-Based Payments to Non-Employees The fair value of options issued during the three months ended March 31, 2015 and 2014 was estimated using the Black-Scholes option-pricing model and the following assumptions: ● a dividend yield of 0%; ● an expected life of 4 years; ● volatilities ranging from of 139% - 141% and 133% - 135% for 2015 and 2014, respectively ● forfeitures at a rate of 12%; and ● risk free interest rates ranging from of 0.99% - 1.31% and 1.11% - 1.33% for 2015 and 2014 respectively. The weighted average fair value of each option grant made during 2015 and 2014 was estimated on the date of each grant using the Black-Scholes option pricing model and amortized ratably over the option vesting periods, which approximates the service period. | Stock-Based Compensation Stock options are issued with an exercise price equal to the market price on the date of issuance. Stock options issued to directors upon re-election vest quarterly for a period of one year (new director issuances are fully vested upon issuance). Stock options issued to employees vest 25% immediately as of the grant date, then 25% each subsequent year for a period of three years. Stock options vest over each three month period from the date of issuance to the end of the three year period. These options have a ten year life for as long as the individuals remain employees or directors. In general, when an employee or director terminates their position the options will expire within three months, unless otherwise extended by the Board. From time to time, the Company issues restricted shares of common stock to vendors and consultants as compensation for services performed. Typically these instruments vest upon issuance and therefore the entire stock compensation expense is recognized upon issuance to the vendors and/or consultants Stock compensation expense for options, warrants and shares of common stock granted to non-employees has been determined in accordance with FASB ASC 505-50, Equity-Based Payments to Non-Employees The fair value of options issued during the years ended December 31, 2014 and 2013 in accordance with FASB ASC 718, Stock Compensation ● a dividend yield of 0%; ● an expected life of 4 years; ● volatilities ranging from 128% - 165% and 136% - 167% for 2014 and 2013, respectively; ● forfeitures at a rate of 12%; and ● risk-free interest rates ranging from 1.05% to 1.43% and 0.96% to 1.17% for 2014 and 2013, respectively. The weighted average fair value of each option grant made during 2014 and 2013 was estimated on the date of each grant using the Black-Scholes option pricing model and amortized ratably over the option vesting periods, which approximates the service period. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence is considered, including the Company’s current and past performance, the market environment in which the Company operates, the utilization of past tax credits, and the length of carryback and carryforward periods. Deferred tax assets and liabilities are measured utilizing tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. No current or deferred income taxes have been provided through March 31, 2015 due to the net operating losses incurred by the Company since its inception. The Company recognizes accrued interest and penalties associated with uncertain tax positions, if any, as part of income tax expense. There were no tax related interest and penalties recorded for 2015 and 2014. Additionally, the Company has not recorded an asset for unrecognized tax benefits or a liability for uncertain tax positions at March 31, 2015 and December 31, 2014. Tax years beginning in 2011 for federal purposes are generally subject to examination by taxing authorities, although net operating losses from those years are subject to examinations and adjustments for at least three years following the year in which the tax attributes are utilized. | Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. A review of all available positive and negative evidence is considered, including the Company’s current and past performance, the market environment in which the Company operates, the utilization of past tax credits, and the length of carryback and carryforward periods. Deferred tax assets and liabilities are measured utilizing tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. No current or deferred income taxes have been provided through December 31, 2014 due to the net operating losses incurred by the Company since its inception. The Company recognizes accrued interest and penalties associated with uncertain tax positions, if any, as part of income tax expense. There were no tax related interest and penalties recorded for 2014 and 2013. Additionally, the Company has not recorded an asset for unrecognized tax benefits or a liability for uncertain tax positions at December 31, 2014 and 2013. Tax years beginning in 2011 for federal purposes are generally subject to examination by the taxing authorities, although net operating losses from those years are subject to examinations and adjustments for at least three years following the year in which the tax attributes are utilized. |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. Since there is a significant number of options and warrants outstanding, fluctuations in the actual market price can have a variety of results for each period presented. For the Quarter Ended For the Quarter Ended March 31, 2015 March 31, 2014 Basic and diluted numerator: Net loss $ (4,569,322 ) $ (3,331,708 ) Basic and diluted Denominator: Weighted-average outstanding 24,405,813 19,739,470 Basic and diluted net loss per share $ (0.19 ) $ (0.17 ) The following table summarizes potentially dilutive adjustments to the weighted average number of common shares which were excluded from the calculation because their effect would be anti-dilutive: For the Quarter Ended For the Quarter Ended March 31, 2015 March 31, 2014 Common stock purchase warrants 6,085,714 6,808,324 Stock options 2,272,022 2,127,699 Total 8,357,736 8,936,023 The weighted average exercise price of the Company’s stock options and warrants outstanding at March 31, 2015 were $2.34 and $1.25 per share, respectively, and at March 31, 2014 were $2.57 and $2.08 per share, respectively. | Earnings Per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. Since there is a significant number of options and warrants outstanding, fluctuations in the actual market price can have a variety of results for each period presented. For the Year Ended For the Year Ended December 31, 2014 December 31, 2013 Numerator: Net loss for basic earnings per share $ (6,706,972 ) $ (10,058,996 ) Less change in fair value of warrant liability 3,436,195 - Net loss for diluted earnings per share $ (10,143,167 ) $ (10,058,996 ) Denominator: Weighted-average basic common shares outstanding 20,638,421 15,463,256 Assumed conversion of dilutive securities: Common stock purchase warrants 2,946,523 - Denominator for diluted earnings per share – adjusted weighted-average shares 23,584,944 15,463,256 Basic net loss per share $ (0.32 ) $ (0.65 ) Diluted net loss per share $ (0.43 ) $ (0.65 ) The following table summarizes potentially dilutive adjustments to the weighted average number of common shares which were excluded from the calculation: For the Year Ended For the Year Ended December 31, 2014 December 31, 2013 Common stock purchase warrants 2,546,143 8,156,526 Stock options 2,488,279 2,051,511 Total 5,034,422 10,208,037 Shares issuable upon the exercise of options and warrants outstanding at December 31, 2014 and 2013 were 2,488,279 and 2,051,511 shares issuable upon the exercise of options, and 7,269,500 and 8,156,526 shares issuable upon the exercise of warrants, respectively. The weighted average exercise price of the Company’s stock options and warrants outstanding at December 31, 2014 were $2.40 and $1.15 per share, respectively. |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions such as the fair value of warrants, stock options and recovery of the useful life of intangibles that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. | Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions such as the fair value of warrants, stock options and recovery of the useful life of intangibles that affect the reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of earnings per share | For the Quarter Ended For the Quarter Ended March 31, 2015 March 31, 2014 Basic and diluted numerator: Net loss $ (4,569,322 ) $ (3,331,708 ) Basic and diluted Denominator: Weighted-average outstanding 24,405,813 19,739,470 Basic and diluted net loss per share $ (0.19 ) $ (0.17 ) | For the Year Ended For the Year Ended December 31, 2014 December 31, 2013 Numerator: Net loss for basic earnings per share $ (6,706,972 ) $ (10,058,996 ) Less change in fair value of warrant liability 3,436,195 - Net loss for diluted earnings per share $ (10,143,167 ) $ (10,058,996 ) Denominator: Weighted-average basic common shares outstanding 20,638,421 15,463,256 Assumed conversion of dilutive securities: Common stock purchase warrants 2,946,523 - Denominator for diluted earnings per share – adjusted weighted-average shares 23,584,944 15,463,256 Basic net loss per share $ (0.32 ) $ (0.65 ) Diluted net loss per share $ (0.43 ) $ (0.65 ) |
Schedule of weighted average number of common shares | For the Quarter Ended For the Quarter Ended March 31, 2015 March 31, 2014 Common stock purchase warrants 6,085,714 6,808,324 Stock options 2,272,022 2,127,699 Total 8,357,736 8,936,023 | For the Year Ended For the Year Ended December 31, 2014 December 31, 2013 Common stock purchase warrants 2,546,143 8,156,526 Stock options 2,488,279 2,051,511 Total 5,034,422 10,208,037 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Intangible Assets [Abstract] | ||
Summary of intangible assets | Weighted Average Cost Accumulated Amortization Net Book Value March 31, 2015 Licenses 4.5 $ 462,234 $ 313,211 $ 149,023 Patents 1.7 1,893,185 1,686,298 206,887 Total 2.4 $ 2,355,419 $ 1,999,509 $ 355,910 December 31, 2014 Licenses 4.7 $ 462,234 $ 306,495 $ 155,739 Patents 1.9 1,893,185 1,638,975 254,210 Total 2.6 $ 2,355,419 $ 1, 945,470 $ 409,949 | Weighted Average Remaining Amortization Period (years) Cost Accumulated Net Book Value December 31, 2014 Licenses 4.7 $ 462,234 $ 306,495 $ 155,739 Patents 1.9 1,893,185 1,638,975 254,210 Total 2.6 $ 2,355,419 $ 1,945,470 $ 409,949 December 31, 2013 Licenses 5.7 $ 462,234 $ 279,258 $ 182,976 Patents 2.6 1,893,185 1,443,649 449,536 Total 3.4 $ 2,355,419 $ 1,722,907 $ 632,512 |
Summary of annual amortization expense | Amortization Expense April 1 through $ 162,100 2016 $ 81,900 2017 $ 37,300 2018 $ 37,300 2019 $ 37,300 | Year Amortization Expense 2015 $ 173,000 2016 $ 62,000 2017 $ 62,000 2018 $ 62,000 2019 $ 50,949 |
Warrant Liability (Tables)
Warrant Liability (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Warrant Liabilities [Abstract] | ||
Summary of assumptions used in connection with the valuation of warrants issued | December 31, 2014 Exercised during 2015 March 31, 2015 Number of shares underlying the warrants 4,723,357 1,141,786 3,581,571 Exercise price $ 0.61 $ 0.61 $ 0.61 Volatility 128 % 119 % 119 % Risk-free interest rate 1.38 % 0.89 % 0.89 % Expected dividend yield 0 0 0 Expected warrant life (years) 3.5 3.33 3.24 Stock Price $ 0.98 $ 1.69 $ 1.69 | Initial Measurement June 25, 2013 December 31, 2013 January 22, 2014 August 19, 2014 December 31, 2014 Number of shares underlying the warrants 5,416,851 5,309,438 5,309,438 5,059,438 4,723,357 Exercise price $ 1.65 $ 1.65 $ 1.65 $ 1.65 $ 0.61 Volatility 140 % 135 % 135 % 130 % 128 % Risk-free interest rate 1.49 % 1.75 % 1.30 % 1.25 % 1.38 % Expected dividend yield 0 0 0 0 0 Expected warrant life (years) 5.0 4.5 4.4 3.9 3.5 Stock Price $ 0.96 $ 1.80 $ 2.29 $ 2.05 $ 0.98 |
Summary of fair value measurements using significant unobservable inputs (Level 3) | December 31, Decrease from Warrants Exercised in 2015 Increase in Fair Value March 31, 2015 Warrant liability $ 3,789,562 $ (1,648,811 ) $ 3,011,616 $ 5,152,367 | December 31, 2013 Decrease from Warrants Exercised in 2014 Decrease in Fair Value December 31, 2014 Warrant liability $ 8,281,247 $ (1,055,490 ) $ (3,436,195 ) $ 3,789,562 Initial Measurement June 25, 2013 Decrease from Warrants Exercised in 2013 Increase in Fair Value December 31, 2013 Warrant liability $ 4,827,788 $ (201,311 ) $ 3,654,770 $ 8,281,247 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Taxes [Abstract] | |
Schedule of income tax benefit | 2014 2013 Federal $ - $ - State (616,872 ) (750,356 ) Income tax benefit $ (616,872 ) $ (750,356 ) |
Summary of deferred tax assets and liability | 2014 2013 Net operating loss carry forwards $ 29,594,000 $ 27,974,000 Orphan drug and research and development credit carry forwards 3,556,000 2,986,000 Equity based compensation 2,049,000 3,183,000 Intangibles 2,140,000 127,000 Total 37,339,000 34,270,000 Valuation allowance (37,339,000 ) (34,270,000 ) Income tax benefit $ - $ - |
Reconciliations of dfference between income tax benefit computed at federal and state statutory tax rates and provision for income tax benefit | 2014 2013 Income tax loss at federal statutory rate (34.00 )% (34.00 )% State tax benefits, plus sale of NJ NOLs, net of federal benefit (6.00 ) (6.00 ) Subtotal (40.00 ) (40.00 ) Valuation allowance 31.58 33.06 Income tax benefit (8.42 )% (6.94 )% |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies [Abstract] | ||
Summary of future contractual obligations | Year Research and Development Property and Other Leases Total April 1 through December 31, 2015 $ 100,000 $ 99,000 $ 199,000 2016 100,000 157,000 257,000 2017 100,000 152,000 252,000 2018 100,000 52,000 152,000 2019 100,000 - 100,000 Total $ 500,000 $ 460,000 $ 960,000 | Year Research and Development Property and Total 2015 $ 75,000 $ 130,000 $ 205,000 2016 75,000 157,000 232,000 2017 75,000 152,000 227,000 2018 75,000 51,000 126,000 2019 75,000 - 75,000 Total $ 375,000 $ 490,000 $ 865,000 |
Operating Segments (Tables)
Operating Segments (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Operating Segments [Abstract] | ||
Summary of segmental information | Three Months Ended March 31, 2015 2014 Contract/Grant Revenue Vaccines/BioDefense $ 802,314 $ 877,045 BioTherapeutics 13,972 33,552 Total $ 816,286 $ 910,597 Income/(Loss) from Operations Vaccines/BioDefense $ 84,681 $ 139,404 BioTherapeutics (764,876 ) (1,035,591 ) Corporate (878,072 ) (693,722 ) Total $ (1,558,267 ) $ (1,589,909 ) Amortization and Depreciation Expense Vaccines/BioDefense $ 9,786 $ 9,935 BioTherapeutics 48,374 49,939 Corporate 1,766 2,213 Total $ 59,926 $ 62,087 Interest Income Corporate $ 561 $ 291 Share-Based Compensation Vaccines/BioDefense $ 24,592 $ 10,450 BioTherapeutics 29,256 76,121 Corporate 88,177 90,091 Total $ 142,025 $ 176,662 As of March 31, 2015 As of Identifiable Assets Vaccines/BioDefense $ 568,565 $ 1,025,220 BioTherapeutics 161,355 204,308 Corporate 5,172,737 5,724,720 Total $ 5,902,657 $ 6,954,248 | For the Years Ended December 31, 2014 2013 Revenues Vaccines/BioDefense $ 6,756,388 $ 3,003,822 BioTherapeutics 286,628 220,330 Total $ 7,043,016 $ 3,224,152 Income (loss) from Operations Vaccines/BioDefense $ 807,164 $ (1,666,130 ) BioTherapeutics (7,674,381 ) (3,069,998 ) Corporate (3,894,132 ) (2,420,414 ) Total $ (10,761,349 ) $ (7,156,542 ) Amortization and Depreciation Expense Vaccines/BioDefense $ 39,625 $ 37,981 BioTherapeutics 199,196 190,033 Corporate 6,966 2,057 Total $ 245,787 $ 230,071 Interest Income Corporate $ 1,310 $ 1,960 Stock-Based Compensation Vaccines/BioDefense $ 114,920 $ 80,432 BioTherapeutics 193,926 250,431 Corporate 411,304 472,197 Total $ 720,150 $ 803,060 As of December 31, 2014 2013 Identifiable Assets Vaccines/BioDefense $ 1,025,220 $ 1,870,414 BioTherapeutics 204,308 386,721 Corporate 5,724,720 6,008,320 Total $ 6,954,248 $ 8,265,455 |
Stock Option Plans and Warran26
Stock Option Plans and Warrants to Purchase Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of option and warrant activity | Options Weighted Average Options Exercise Price Balance at December 31, 2012 1,457,724 $ 3.19 Granted 791,100 1.35 Exercised (103,439 ) 0.57 Forfeited (93,874 ) 2.84 Balance at December 31, 2013 2,051,511 $ 2.63 Granted 637,495 1.79 Exercised (36,672 ) 0.77 Forfeited (164,055 ) 3.13 Balance at December 31, 2014 2,488,279 $ 2.40 |
Weighted-average range of exercise prices for options and warrants outstanding and exercisable | Price Range Weighted Average Remaining Outstanding Exercisable $0.30-$2.20 7.7 1,805,755 1,193,081 $2.26-$4.10 6.9 174,774 174,778 $4.64-$9.40 3.7 507,750 507,750 Total 6.9 2,488,279 1,875,609 |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of option and warrant activity | Warrants Weighted Average Warrant Exercise Price Balance at December 31, 2012 2,843,338 $ 3.13 Granted 5,421,581 1.65 Exercised (107,143 ) 1.65 Expired/Cancelled (1,250 ) 15.00 Balance at December 31, 2013 8,156,526 $ 2.17 Granted 1,169,318 1.48 Exercised (586,081 ) 1.65 Expired/Cancelled (1,470,263 ) 3.49 Balance at December 31, 2014 7,269,500 $ 1.15 |
Weighted-average range of exercise prices for options and warrants outstanding and exercisable | Price Range Weighted Average Remaining Outstanding Exercisable Warrants $.53-$2.05 3.7 6,672,548 6,672,548 $5.12-$6.06 0.5 596,952 596,952 Total 3.4 7,269,500 7,269,500 |
Equity Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of option and warrant activity | December 31, 2014 2013 Shares available for grant at beginning of year 672,485 129,711 Increase in shares available for the plan - 1,250,000 Options granted (637,495 ) (791,100 ) Options forfeited or expired 149,055 83,874 Shares available for grant at end of year 184,045 672,485 |
Nature of Business (Details)
Nature of Business (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2015USD ($)Segments | Mar. 31, 2014USD ($) | Dec. 31, 2014USD ($)SegmentsGrant | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | |
Nature of Business (Textual) | |||||
Number of active business segments | Segments | 2 | 2 | |||
Number of grants | Grant | 3 | ||||
Cash and cash equivalents | $ 5,012,605 | $ 5,606,850 | $ 5,525,094 | $ 5,856,242 | $ 3,356,380 |
Net decrease in cash and cash equivalents | $ (512,489) | (249,392) | $ (331,148) | 2,499,862 | |
Percentage decrease in cash and cash equivalents | 9.00% | 6.00% | |||
Net cash used in operating activities | $ (1,506,110) | (387,779) | $ (2,466,729) | (4,456,973) | |
Net cash provided by financing activities | 1,005,174 | 158,250 | 2,436,447 | 6,974,563 | |
Working capital, carrying value | 2,913,440 | 3,174,214 | 5,855,046 | ||
Non-cash warrant liability | 5,152,367 | 3,789,562 | |||
Decrease or increase in working capital | $ 260,774 | $ 2,680,832 | |||
Percentage increase in working capital | 8.00% | 46.00% | |||
Net proceeds received from public offering | 1,937,894 | ||||
Net proceeds from issuance of common stock pursuant to the equity line | $ 246,525 | $ 158,250 | 470,475 | $ 528,051 | |
Proceeds from exercises of warrants | 758,649 | 28,078 | 235,975 | ||
Income tax benefit | (616,872) | $ (750,356) | |||
Active government contract | 50,500,000 | 51,400,000 | |||
Equity facility, face amount | 10,600,000 | 10,600,000 | |||
Equity facility, available amount | $ 9,300,000 | 9,500,000 | |||
Proceeds from net operating losses | $ 616,872 | ||||
Equity facility, maturity date | Oct. 31, 2016 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Basic and diluted numerator: | ||||
Net loss | $ (4,569,322) | $ (3,331,708) | $ (6,706,972) | $ (10,058,996) |
Less change in fair value of warrant liability | 3,436,195 | |||
Net loss for diluted earnings per share | $ (10,143,167) | $ 10,058,996 | ||
Basic and diluted Denominator: | ||||
Weighted-average outstanding | 24,405,813 | 19,739,470 | ||
Basic and diluted net loss per share | $ (0.19) | $ (0.17) | ||
Weighted-average basic common shares outstanding | 20,638,421 | 15,463,256 | ||
Assumed conversion of dilutive securities: | ||||
Common stock purchase warrants | 2,946,523 | |||
Denominator for diluted earnings per share - adjusted weighted-average shares | 23,584,944 | 15,463,256 | ||
Earnings Per Share, Basic | $ (0.32) | $ (0.65) | ||
Earnings Per Share, Diluted | $ (0.43) | $ (0.65) |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details 1) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Dilutive adjustments to the weighted average number of common shares | ||||
Antidilutive securities excluded from computation of earnings per shares | 8,357,736 | 8,936,023 | 5,034,422 | 10,208,037 |
Stock Options [Member] | ||||
Dilutive adjustments to the weighted average number of common shares | ||||
Antidilutive securities excluded from computation of earnings per shares | 2,272,022 | 2,127,699 | 2,488,279 | 2,051,511 |
Common Stock Purchase Warrants [Member] | ||||
Dilutive adjustments to the weighted average number of common shares | ||||
Antidilutive securities excluded from computation of earnings per shares | 6,085,714 | 6,808,324 | 2,546,143 | 8,156,526 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2015Segments | Dec. 31, 2014Segments$ / sharesshares | Dec. 31, 2013$ / sharesshares | Jun. 25, 2013$ / shares | Dec. 31, 2012$ / shares | |
Summary of Significant Accounting Policies (Textual) | |||||
Stock Price | $ 0.61 | $ 1.80 | $ 0.96 | ||
Number of active business segments | Segments | 2 | 2 | |||
Quarterly vesting period of stock options issued to directors upon re-election | 1 year | ||||
Period of stock option granted to director and employees | 10 years | ||||
Percentage of options, vested immediately | 25.00% | ||||
Percentage of options, vested later till three year | 25.00% | ||||
Period of expiration of option upon termination of employee or director | 3 months | ||||
Period of re-measurement of option's price using the Black-Scholes model | 3 months | ||||
Description of Stock options issued | Stock options issued to employees vest 25% immediately as of the grant date, then 25% each subsequent year for a period of three years. Stock options vest over each three month period from the date of issuance to the end of the three year period. These options have a ten year life for as long as the individuals remain employees or directors. In general, when an employee or director terminates their position the options will expire within three months, unless otherwise extended by the Board | ||||
Minimum [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Intangible assets, estimated useful life | 11 years | ||||
Maximum [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Intangible assets, estimated useful life | 16 years | ||||
Option [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Shares issuable upon exercise of outstanding derivative instruments | shares | 2,488,279 | 2,051,511 | |||
Weighted average exercise price of outstanding derivative instruments | $ 2.63 | ||||
Expected dividend yield | 0.00% | ||||
Expected life of stock option | 4 years | ||||
Forfeiture rate | 12.00% | ||||
Stock Price | $ 1.48 | $ 1.65 | |||
Option [Member] | Minimum [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Expected volatility rate | 128.00% | 136.00% | |||
Risk free interest rate | 1.05% | 0.96% | |||
Option [Member] | Maximum [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Expected volatility rate | 165.00% | 167.00% | |||
Risk free interest rate | 1.43% | 1.17% | |||
Warrant [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Shares issuable upon exercise of outstanding derivative instruments | shares | 7,269,500 | 8,156,526 | |||
Weighted average exercise price of outstanding derivative instruments | $ 1.15 | $ 2.17 | $ 3.13 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of intangible assets | |||
Weighted Average Amortization Period (years) | 2 years 4 months 24 days | 2 years 7 months 6 days | 3 years 4 months 24 days |
Cost | $ 2,355,419 | $ 2,355,419 | $ 2,355,419 |
Accumulated Amortization | 1,999,509 | 1,945,470 | 1,722,907 |
Net Book Value | $ 355,910 | $ 409,949 | $ 632,512 |
Licenses [Member] | |||
Summary of intangible assets | |||
Weighted Average Amortization Period (years) | 4 years 6 months | 4 years 8 months 12 days | 5 years 8 months 12 days |
Cost | $ 462,234 | $ 462,234 | $ 462,234 |
Accumulated Amortization | 313,211 | 306,495 | 279,258 |
Net Book Value | $ 149,023 | $ 155,739 | $ 182,976 |
Patents [Member] | |||
Summary of intangible assets | |||
Weighted Average Amortization Period (years) | 1 year 8 months 12 days | 1 year 10 months 24 days | 2 years 7 months 6 days |
Cost | $ 1,893,185 | $ 1,893,185 | $ 1,893,185 |
Accumulated Amortization | 1,686,298 | 1,638,975 | 1,443,649 |
Net Book Value | $ 206,887 | $ 254,210 | $ 449,536 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Annual amortization expense | ||
2,015 | $ 162,100 | $ 173,000 |
2,016 | 81,900 | 62,000 |
2,017 | 37,300 | 62,000 |
2,018 | 37,300 | 62,000 |
2,019 | $ 37,300 | $ 50,949 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Intangible Assets (Textual) | ||||
Amortization expense | $ 54,039 | $ 54,712 | $ 222,563 | $ 223,216 |
Warrant Liability (Details)
Warrant Liability (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 19, 2014 | Jan. 22, 2014 | Jun. 25, 2013 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of assumptions used in connection with the valuation of warrants issued | ||||||
Number of shares underlying the warrants | 5,416,851 | 5,309,438 | ||||
Exercise price | $ 1.65 | $ 1.65 | ||||
Volatility | 140.00% | 135.00% | ||||
Risk-free interest rate | 1.49% | 1.75% | ||||
Expected dividend yield | 0.00% | 0.00% | ||||
Expected warrant life (years) | 5 years | 4 years 6 months | ||||
Stock Price | $ 0.96 | $ 0.61 | $ 1.80 | |||
Warrant [Member] | ||||||
Summary of assumptions used in connection with the valuation of warrants issued | ||||||
Number of shares underlying the warrants | 5,059,438 | 5,309,438 | 5,416,851 | 3,581,571 | 4,723,357 | 5,309,438 |
Exercise price | $ 1.65 | $ 1.65 | $ 1.65 | $ 0.61 | $ 0.61 | $ 1.65 |
Volatility | 130.00% | 135.00% | 140.00% | 119.00% | 128.00% | 135.00% |
Risk-free interest rate | 1.25% | 1.30% | 1.49% | 0.89% | 1.38% | 1.75% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Expected warrant life (years) | 3 years 10 months 24 days | 4 years 4 months 24 days | 5 years | 3 years 2 months 27 days | 3 years 6 months | 4 years 6 months |
Stock Price | $ 2.05 | $ 2.29 | $ 0.96 | $ 1.69 | $ 0.98 | $ 1.80 |
Exercised during 2015 [Member] | ||||||
Summary of assumptions used in connection with the valuation of warrants issued | ||||||
Number of shares underlying the warrants | 1,141,786 | |||||
Exercise price | $ 0.61 | |||||
Volatility | 119.00% | |||||
Risk-free interest rate | 0.89% | |||||
Expected dividend yield | 0.00% | |||||
Expected warrant life (years) | 3 years 3 months 29 days | |||||
Stock Price | $ 1.69 |
Warrant Liability (Details 1)
Warrant Liability (Details 1) - Warrant [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of fair value measurements using significant unobservable inputs (Level 3) | |||
Warrant liability, Beginning balance | $ 3,789,562 | $ 8,281,247 | $ 4,827,788 |
Decrease from Warrants Exercised | (1,648,811) | (1,055,490) | (201,311) |
Increase Decrease in Fair Value | 3,011,616 | (3,436,195) | 3,654,770 |
Warrant liability, Ending balance | $ 5,152,367 | $ 3,789,562 | $ 8,281,247 |
Warrant Liability (Details Text
Warrant Liability (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 19, 2014 | Jan. 22, 2014 | Jun. 25, 2013 | |
Warrant Liabilities (Textual) | |||||||
Share Price | $ 0.61 | $ 1.80 | $ 0.96 | ||||
Exercise price | $ 1.65 | $ 1.65 | |||||
Reclassification of warrant liability to additional paid in capital upon partial exercises of warrants issued in unit offering | $ 1,648,811 | $ 502,025 | $ 1,055,490 | $ 201,311 | |||
Warrant [Member] | |||||||
Warrant Liabilities (Textual) | |||||||
Amount of initial warrant liability | $ 4,827,788 | ||||||
Warrants exercised | 1,148,786 | 586,081 | 336,081 | 250,000 | |||
Amount of warrant liability to Additional paid-in capital | $ 1,648,811 | ||||||
Non-cash charge or the change in the fair value | $ 3,011,616 | $ (3,436,195) | $ 3,654,770 | ||||
Share Price | $ 1.69 | $ 0.98 | $ 1.80 | $ 2.05 | $ 2.29 | $ 0.96 | |
Exercise price | $ 0.61 | $ 0.61 | $ 1.65 | $ 1.65 | $ 1.65 | $ 1.65 | |
Issuance of common stock from cashless exercise of warrants,shares | 143,004 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income tax benefit | ||
Federal | ||
State | $ (616,872) | $ (750,356) |
Income tax benefit | $ (616,872) | $ (750,356) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Summary of deferred tax assets | ||
Net operating loss carry forwards | $ 29,594,000 | $ 27,974,000 |
Orphan drug and research and development credit carry forwards | 3,556,000 | 2,986,000 |
Equity based compensation | 2,049,000 | 3,183,000 |
Intangibles | 2,140,000 | 127,000 |
Total | 37,339,000 | 34,270,000 |
Valuation allowance | $ (37,339,000) | $ (34,270,000) |
Income tax benefits |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliations of difference between income tax benefit computed at federal and state statutory tax rates and provision for income tax benefit | ||
Income tax loss at federal statutory rate | (34.00%) | (34.00%) |
State tax benefits, plus sale of NJ NOLs, net of federal benefit | (6.00%) | (6.00%) |
Subtotal | (40.00%) | (40.00%) |
Valuation allowance | 31.58% | 33.06% |
Income tax benefit | (8.42%) | (6.94%) |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes (Textual) | ||||
Net operating losses | $ 86,120,000 | |||
Tax credit, amount | $ 3,556,000 | $ 3,556,000 | ||
Period of expiration of various tax credits | Expiring each year through 2034. | Expire from 2018 to 2034 | ||
Increase in valuation allowance | $ 3,069,000 | $ 1,887,000 | ||
Income tax benefit | (616,872) | $ (750,356) | ||
Income tax provisions | $ 0 | $ 0 | ||
New Jersey Tax Jurisdiction [Member] | ||||
Income Taxes (Textual) | ||||
Net operating losses | $ 5,263,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2014 | Aug. 31, 2014 | Jul. 31, 2014 | May. 31, 2014 | Apr. 30, 2014 | Mar. 31, 2014 | Jan. 31, 2014 | Nov. 30, 2013 | Oct. 31, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Shareholders' Equity (Textual) | |||||||||||||
Preferred stock, shares authorized | 350,000 | 350,000 | 350,000 | ||||||||||
Preferred stock, shares issued | |||||||||||||
Preferred stock, shares outstanding | |||||||||||||
Issuance of common stock pursuant to Lincoln Park equity line, Shares | 230,743 | ||||||||||||
Acquired in-process research and development | $ 4,000,000 | ||||||||||||
Value of shares issued | $ 246,525 | 470,475 | $ 528,051 | ||||||||||
Additional warrant expenses and charges | 4,775 | 4,775 | |||||||||||
Warrant issuance expenses representing estimated fair value of services performed | 3,436,195 | 3,654,770 | |||||||||||
Proceeds from Issuance of Common Stock | $ 246,525 | $ 158,250 | 470,475 | $ 528,051 | |||||||||
Net proceeds received from public offering | $ 1,937,894 | ||||||||||||
Lincoln Park Capital Fund, Llc [Member] | |||||||||||||
Shareholders' Equity (Textual) | |||||||||||||
Value of shares issued | $ 10,600,000 | ||||||||||||
Period for Fusion Capital to purchase common stock | In November 2013, the Company entered into a common stock purchase agreement with Lincoln Park Capital Fund, LLC ("Lincoln Park"). The Lincoln Park equity facility allows the Company to require Lincoln Park to purchase up to 75,000 shares ("Regular Purchase") of the Company's common stock every two business days, up to an aggregate of $10.6 million over approximately a 36-month period depending on certain conditions, including the quoted market price of the Company's common stock on such date. | ||||||||||||
Number of shares issued as commitment fee | 100,000 | ||||||||||||
Maximum additional commitment shares upon relative proportion of purchases compared to the total commitment | 122,070 | ||||||||||||
Value of shares under agreement consist of commitment fee on equity line value draws | $ 750,000 | ||||||||||||
Closeing price of common shares | $ 2.50 | ||||||||||||
Description Of Purchase Agreement | In addition to the Regular Purchase and provided that the closing price of the common shares is not below $1.50 on the purchase date, the Company in its sole discretion may direct Lincoln Park on each purchase date to purchase on the next stock trading day ("Accelerate Purchase Date") additional shares of Company stock up to the lesser of (i) two times the number of shares purchased following a Regular Purchase or (ii) 30% of the trading volume of shares traded on the Accelerated Purchase Date as a price equal to the lesser of the closing sale price on the Accelerated Purchase Date or 95% of the Accelerated Purchase Date's volume weighted average price. | ||||||||||||
Proceed from common stock agreement gross | $ 10,000,000 | ||||||||||||
Warrant [Member] | |||||||||||||
Shareholders' Equity (Textual) | |||||||||||||
Number of common stock issued for stock warrants exercised | (586,081) | (107,143) | |||||||||||
Common stock issued in Unit offering, Shares | 1,169,318 | 5,416,581 | |||||||||||
Warrant [Member] | Consultant [Member] | |||||||||||||
Shareholders' Equity (Textual) | |||||||||||||
Common stock issued in consideration for services performed, Shares | 5,000 | ||||||||||||
Common Stock [Member] | |||||||||||||
Shareholders' Equity (Textual) | |||||||||||||
Issuance of common stock from cashless exercise of warrants,shares | 65,115 | 143,004 | |||||||||||
Number of common stock issued for stock warrants exercised | 336,081 | 107,143 | 36,672 | ||||||||||
Issuance of common stock pursuant to Lincoln Park equity line, Shares | 76,904 | 76,907 | 76,932 | 153,010 | 230,743 | 383,370 | |||||||
Issuance of common stock from collaboration agreement, Shares | 43,067 | 43,067 | 1,034,483 | ||||||||||
Issuance of common stock upon the exercise of vested stock options | 7,500 | 29,172 | |||||||||||
Acquired in-process research and development | $ 1,849,113 | ||||||||||||
Common stock issued in Unit offering, Shares | 1,886,530 | 6,773,995 | |||||||||||
Common stock issued in consideration for services performed, Shares | 66,000 | 121,000 | 55,104 | ||||||||||
Common stock issued for stock options exercised | 103,439 | ||||||||||||
Value of shares issued | $ 153 | $ 231 | $ 383 | ||||||||||
Proceeds from Issuance of Common Stock | 528,051 | ||||||||||||
Proceed from common stock agreement gross | $ 600,000 | ||||||||||||
Issuance of common stock from exercises of warrants, shares | 1,183,786 | 210,582 | |||||||||||
Common Stock [Member] | Lincoln Park Capital Fund, Llc [Member] | |||||||||||||
Shareholders' Equity (Textual) | |||||||||||||
Issuance of common stock pursuant to Lincoln Park equity line, Shares | 383,370 | ||||||||||||
Common Stock [Member] | Warrant [Member] | |||||||||||||
Shareholders' Equity (Textual) | |||||||||||||
Issuance of common stock from cashless exercise of warrants,shares | 77,889 | ||||||||||||
Number of common stock issued for stock warrants exercised | 250,000 |
Commitments and Contingencies42
Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 |
Summary of future contractual obligations | ||
April 1 through December 31, 2015 | $ 199,000 | $ 205,000 |
2,016 | 257,000 | 232,000 |
2,017 | 252,000 | 227,000 |
2,018 | 152,000 | 126,000 |
2,019 | 100,000 | 75,000 |
Total | 960,000 | 865,000 |
Research and Development [Member] | ||
Summary of future contractual obligations | ||
April 1 through December 31, 2015 | 100,000 | 75,000 |
2,016 | 100,000 | 75,000 |
2,017 | 100,000 | 75,000 |
2,018 | 100,000 | 75,000 |
2,019 | 100,000 | 75,000 |
Total | 500,000 | 375,000 |
Property and Other Leases [Member] | ||
Summary of future contractual obligations | ||
April 1 through December 31, 2015 | 99,000 | 130,000 |
2,016 | 157,000 | 157,000 |
2,017 | 152,000 | 152,000 |
2,018 | $ 52,000 | $ 51,000 |
2,019 | ||
Total | $ 460,000 | $ 490,000 |
Commitments and Contingencies43
Commitments and Contingencies (Details Textual) - USD ($) | Sep. 03, 2014 | Apr. 27, 2013 | Feb. 28, 2007 | Mar. 31, 2015 | Dec. 31, 2014 |
Commitments and Contingencies (Textual) | |||||
Expiration date of option | May 31, 2018 | ||||
Commitments related to agreements | $ 500,000 | $ 375,000 | |||
Payment for commitment milestones | $ 10,000,000 | $ 7,000,000 | $ 7,900,000 | $ 7,900,000 | |
Percentage for royalties | 6.00% | 6.00% | |||
Monthly rent amount before increment | $ 12,300 | ||||
Monthly rent amount before increment, per square foot | 20.85 | ||||
Monthly rent amount increment | 12,375 | ||||
Monthly rent amount increment per square foot | 20.95 | ||||
Monthly rent amount after increment | 12,460 | ||||
Monthly rent amount after increment, per square foot | 21.13 | ||||
Shares issued in connection with acquisition of in-process research and development | 3,750,000 | ||||
Payments of cash acquired | 250,000 | 250,000 | |||
Shares issued in connection with asset purchase agreement, Value | $ 3,750,000 | ||||
Restricted securities | Payments will be payable in restricted securities of the Company not to exceed 19.9% ownership of Company's outstanding stock. | ||||
Percentage of ownership outstanding stock | 19.90% | ||||
Common Stock [Member] | |||||
Commitments and Contingencies (Textual) | |||||
Shares issued in connection with acquisition of in-process research and development | 1,849 | ||||
Shares issued in connection with acquisition of in-process research and development,shares | $ 1,849,113 | ||||
Shares issued in connection with asset purchase agreement, Shares | 1,849,113 | ||||
Dr. Schaber [Member] | |||||
Commitments and Contingencies (Textual) | |||||
Number of common shares transferred to third party | 50,000 |
Operating Segments (Details)
Operating Segments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of segmental information | ||||
Contract/Grant Revenue | $ 816,286 | $ 910,597 | $ 7,043,016 | $ 3,224,152 |
Income (loss) from Operations | (1,558,267) | (1,589,909) | (10,761,349) | (7,156,542) |
Amortization and Depreciation Expense | 59,926 | 62,087 | 245,787 | 230,071 |
Interest Income | 561 | 291 | 1,310 | 1,960 |
Stock-Based Compensation | 142,025 | 176,662 | 720,150 | 803,060 |
Identifiable Assets | 5,902,657 | 6,954,248 | 8,265,455 | |
Vaccines/BioDefense [Member] | ||||
Summary of segmental information | ||||
Contract/Grant Revenue | 802,314 | 877,045 | 6,756,388 | 3,003,822 |
Income (loss) from Operations | 84,681 | 139,404 | 807,164 | (1,666,130) |
Amortization and Depreciation Expense | 9,786 | 9,935 | 39,625 | 37,981 |
Stock-Based Compensation | 24,592 | 10,450 | 114,920 | 80,432 |
Identifiable Assets | 568,565 | 1,025,220 | 1,870,414 | |
BioTherapeutics [Member] | ||||
Summary of segmental information | ||||
Contract/Grant Revenue | 13,972 | 33,552 | 286,628 | 220,330 |
Income (loss) from Operations | (764,876) | (1,035,591) | (7,674,381) | (3,069,998) |
Amortization and Depreciation Expense | 48,374 | 49,939 | 199,196 | 190,033 |
Stock-Based Compensation | 29,256 | 76,121 | 193,926 | 250,431 |
Identifiable Assets | 161,355 | 204,308 | 386,721 | |
Corporate [Member] | ||||
Summary of segmental information | ||||
Income (loss) from Operations | (878,072) | (693,722) | (3,894,132) | (2,420,414) |
Amortization and Depreciation Expense | 1,766 | 2,213 | 6,966 | 2,057 |
Interest Income | 561 | 291 | 1,310 | 1,960 |
Stock-Based Compensation | 88,177 | $ 90,091 | 411,304 | 472,197 |
Identifiable Assets | $ 5,172,737 | $ 5,724,720 | $ 6,008,320 |
Operating Segments (Details Tex
Operating Segments (Details Textual) - Segments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Operating Segments (Textual) | ||
Number of active business segments | 2 | 2 |
Stock Option Plans and Warran46
Stock Option Plans and Warrants to Purchase Common Stock (Details) - Equity Incentive Plan [Member] - shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of equity incentive plan | ||
Shares available for grant at beginning of year | 672,485 | 129,711 |
Increase in shares available for the plan | 1,250,000 | |
Options granted | (637,495) | (791,100) |
Options forfeited or expired | 149,055 | 83,874 |
Shares available for grant at end of year | 184,045 | 672,485 |
Stock Option Plans and Warran47
Stock Option Plans and Warrants to Purchase Common Stock (Details 1) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of options/warrants activity | ||
Beginning Balance | 2,051,511 | 1,457,724 |
Granted | 637,495 | 791,100 |
Exercised | (36,672) | (103,439) |
Forfeited | (164,055) | (93,874) |
Ending Balance | 2,488,279 | 2,051,511 |
Beginning Balance, weighted average options/warrants exercise price | $ 2.63 | $ 3.19 |
Granted, weighted average options/warrants exercise price | 1.79 | 1.35 |
Exercised, weighted average options/warrants exercise price | 0.77 | 0.57 |
Forfeited, weighted average options exercise price | 3.13 | 2.84 |
Ending Balance, weighted average options/warrants exercise price | $ 2.40 | $ 2.63 |
Stock Option Plans and Warran48
Stock Option Plans and Warrants to Purchase Common Stock (Details 2) - 12 months ended Dec. 31, 2014 - Employee Stock Option [Member] - $ / shares | Total |
Weighted-average Range of Exercise Prices for options/warrants outstanding and exercisable | |
Weighted-Average Remaining Contractual Life in Years | 6 years 10 months 24 days |
Outstanding Options/Warrants | 2,488,279 |
Exercisable Options/Warrants | 1,875,609 |
$0.30-$2.20 [Member] | |
Weighted-average Range of Exercise Prices for options/warrants outstanding and exercisable | |
Exercise price range, lower range limit | $ 0.30 |
Exercise price range, upper range limit | $ 2.20 |
Weighted-Average Remaining Contractual Life in Years | 7 years 8 months 12 days |
Outstanding Options/Warrants | 1,805,755 |
Exercisable Options/Warrants | 1,193,081 |
$2.26-$4.10 [Member] | |
Weighted-average Range of Exercise Prices for options/warrants outstanding and exercisable | |
Exercise price range, lower range limit | $ 2.26 |
Exercise price range, upper range limit | $ 4.10 |
Weighted-Average Remaining Contractual Life in Years | 6 years 10 months 24 days |
Outstanding Options/Warrants | 174,774 |
Exercisable Options/Warrants | 174,778 |
$4.64-$9.40[Member] | |
Weighted-average Range of Exercise Prices for options/warrants outstanding and exercisable | |
Exercise price range, lower range limit | $ 4.64 |
Exercise price range, upper range limit | $ 9.40 |
Weighted-Average Remaining Contractual Life in Years | 3 years 8 months 12 days |
Outstanding Options/Warrants | 507,750 |
Exercisable Options/Warrants | 507,750 |
Stock Option Plans and Warran49
Stock Option Plans and Warrants to Purchase Common Stock (Details 3) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of options/warrants activity | ||
Beginning Balance | 8,156,526 | 2,843,338 |
Granted | 1,169,318 | 5,421,581 |
Exercised | (586,081) | (107,143) |
Expired/Cancelled | (1,470,263) | (1,250) |
Ending Balance | 7,269,500 | 8,156,526 |
Beginning Balance, weighted average options/warrants exercise price | $ 2.17 | $ 3.13 |
Granted, weighted average options/warrants exercise price | 1.48 | 1.65 |
Exercised, weighted average options/warrants exercise price | 1.65 | 1.65 |
Expired, weighted average warrant exercise price | 3.49 | 15 |
Ending Balance, weighted average options/warrants exercise price | $ 1.15 | $ 2.17 |
Stock Option Plans and Warran50
Stock Option Plans and Warrants to Purchase Common Stock (Details 4) - 12 months ended Dec. 31, 2014 - Warrant [Member] - $ / shares | Total |
Weighted-average Range of Exercise Prices for options/warrants outstanding and exercisable | |
Weighted-Average Remaining Contractual Life in Years | 3 years 4 months 24 days |
Outstanding Options/Warrants | 7,269,500 |
Exercisable Options/Warrants | 7,269,500 |
$.53-$2.05 [Member] | |
Weighted-average Range of Exercise Prices for options/warrants outstanding and exercisable | |
Exercise price range, lower range limit | $ 0.53 |
Exercise price range, upper range limit | $ 2.05 |
Weighted-Average Remaining Contractual Life in Years | 3 years 8 months 12 days |
Outstanding Options/Warrants | 6,672,548 |
Exercisable Options/Warrants | 6,672,548 |
$5.12-$6.06 [Member] | |
Weighted-average Range of Exercise Prices for options/warrants outstanding and exercisable | |
Exercise price range, lower range limit | $ 5.12 |
Exercise price range, upper range limit | $ 6.06 |
Weighted-Average Remaining Contractual Life in Years | 6 months |
Outstanding Options/Warrants | 596,952 |
Exercisable Options/Warrants | 596,952 |
Stock Option Plans and Warran51
Stock Option Plans and Warrants to Purchase Common Stock (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2010 | Sep. 30, 2007 | |
Stock Option Plans and Warrants To Purchase Common Stock (Textual) | ||||||
Stock-based compensation | $ 142,025 | $ 176,662 | $ 720,150 | $ 803,060 | ||
Compensation cost for stock options not yet recognized | $ 1,009,941 | |||||
Recognition period of share based compensation expense | 3 years | |||||
Ending Balance, weighted average options/warrants exercise price | $ 1.65 | |||||
Options intrinsic value | $ 47,241 | $ 56,750 | ||||
Class of warrants exercised | 586,081 | |||||
Employees [Member] | ||||||
Stock Option Plans and Warrants To Purchase Common Stock (Textual) | ||||||
Number of options available under 2005 Equity Incentive Plan | 569,000 | |||||
Board [Member] | ||||||
Stock Option Plans and Warrants To Purchase Common Stock (Textual) | ||||||
Number of options available under 2005 Equity Incentive Plan | 68,495 | |||||
Warrant [Member] | ||||||
Stock Option Plans and Warrants To Purchase Common Stock (Textual) | ||||||
Warrant expired or cancelled | (1,470,263) | (1,250) | ||||
Options granted | 1,169,318 | 5,421,581 | ||||
Exercisable Options/Warrants | 7,269,500 | |||||
Ending Balance | 7,269,500 | 8,156,526 | ||||
Ending Balance, weighted average options/warrants exercise price | $ 1.48 | |||||
Weighted-Average Remaining Contractual Life in Years | 3 years 4 months 24 days | |||||
Expired, weighted average warrant exercise price | $ 3.49 | $ 15 | ||||
Warrant [Member] | December 31 2015 [Member] | ||||||
Stock Option Plans and Warrants To Purchase Common Stock (Textual) | ||||||
Exercisable Options/Warrants | 596,952 | |||||
Equity Incentive Plan [Member] | ||||||
Stock Option Plans and Warrants To Purchase Common Stock (Textual) | ||||||
Number of options available under 2005 Equity Incentive Plan | 3,000,000 | 1,750,000 | 1,000,000 | |||
Employee Stock Option [Member] | ||||||
Stock Option Plans and Warrants To Purchase Common Stock (Textual) | ||||||
Options granted | 637,495 | 791,100 | ||||
Weighted average exercise price | $ 2.64 | $ 3.01 | ||||
Exercisable Options/Warrants | 1,875,609 | |||||
Exercisable, Weighted Average Remaining Contractual Term | 6 years 10 months 24 days | |||||
Options, intrinsic value | $ 196,655 | |||||
Ending Balance | 2,488,279 | 2,051,511 | ||||
Ending Balance, weighted average options/warrants exercise price | $ 2.40 | |||||
Weighted-Average Remaining Contractual Life in Years | 6 years 10 months 24 days | |||||
Options intrinsic value | $ 215,103 |
Concentrations (Details)
Concentrations (Details) - USD ($) | Dec. 31, 2014 | Dec. 31, 2013 |
Concentrations (Textual) | ||
Deposits under Securities Investor Protection Corporation | $ 1,000,000 | $ 1,000,000 |
Amount exceeded of deposits under protection by Securities Investor Protection Corporation | $ 4,525,094 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - 12 months ended Dec. 31, 2015 - Subsequent Event [Member] - USD ($) | Total |
Subsequent Event [Line Items] | |
Proceeds of stock warrant exercises | $ 732,010 |
Proceeds of stock warrant exercises shares | 1,165,786 |