Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 01, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'VOLITIONRX LTD | ' |
Entity Central Index Key | '0000093314 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 11,194,302 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (UNAUDITED) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
ASSETS | ' | ' |
Cash | $473,475 | $376,421 |
Prepaid expenses - related party | 198,333 | 250,833 |
Prepaid expenses | 112,154 | 28,520 |
Other current assets | 32,775 | 39,368 |
Total Current Assets | 816,737 | 695,142 |
Property and equipment, net | 70,158 | 91,386 |
Intangible assets, net | 1,364,982 | 1,430,238 |
Total Assets | 2,251,877 | 2,216,766 |
LIABILITIES | ' | ' |
Accounts payable and accrued liabilities | 585,407 | 694,910 |
Note payable - related party | ' | 52,860 |
Total Current Liabilities | 585,407 | 747,770 |
Grant repayable | 1,275,231 | 635,201 |
Total Liabilities | 1,860,638 | 1,382,971 |
STOCKHOLDERS' EQUITY | ' | ' |
Common Stock Authorized: 100,000,000 shares of common stock, at $0.001 par value 1,000,000 shares of preferred stock, at $0.001 par value Issued and outstanding: 11,194,302 shares and 10,191,562 shares of common stock, respectively | 11,194 | 10,192 |
Additional paid-in capital | 10,899,148 | 8,443,512 |
Accumulated other comprehensive loss | -52,612 | -34,276 |
Deficit accumulated during the development stage | -10,466,491 | -7,585,633 |
Total Stockholders' Equity | 391,239 | 833,795 |
Total Liabilities and Stockholders' Equity | $2,251,877 | $2,216,766 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
STOCKHOLDERS' EQUITY | ' | ' |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 100,000,000 | 200,000,000 |
Preferred Stock, par value | $0.00 | ' |
Peferred Stock, shares authorized | 1,000,000 | ' |
Common Stock, shares issued | 11,194,302 | 10,191,562 |
Common Stock, shares outstanding | 11,194,302 | 10,191,562 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) (USD $) | 3 Months Ended | 9 Months Ended | 38 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Condensed Consolidated Statements Of Operations And Comprehensive Loss | ' | ' | ' | ' | ' |
Revenue | ' | $27,589 | ' | $54,968 | $54,968 |
Expenses | ' | ' | ' | ' | ' |
General and administrative | 67,961 | 48,171 | 242,660 | 235,231 | 957,882 |
Professional fees | 153,226 | 68,028 | 310,585 | 199,244 | 1,325,417 |
Salaries and office administrative fees | 179,846 | 150,105 | 569,238 | 521,940 | 2,013,413 |
Research and development | 524,534 | 633,801 | 1,758,372 | 1,704,279 | 6,224,747 |
Total Operating Expenses | 925,567 | 900,105 | 2,880,855 | 2,660,694 | 10,521,459 |
Net Operating Loss | -925,567 | -872,516 | -2,880,855 | -2,605,726 | -10,466,491 |
Provision for income taxes | ' | ' | ' | ' | ' |
Net Loss | -925,567 | -872,516 | -2,880,855 | -2,605,726 | -10,466,491 |
Other Comprehensive Loss | ' | ' | ' | ' | ' |
Foreign currency translation adjustments | -6,478 | -6,406 | -18,336 | -45,663 | -52,612 |
Total Other Comprehensive Loss | -6,478 | -6,406 | -18,336 | -45,663 | -52,612 |
Net Comprehensive Loss | ($932,045) | ($878,922) | ($2,899,191) | ($2,651,389) | ($10,519,103) |
Net Loss per Share - Basic and Diluted | ($0.08) | ($0.09) | ($0.27) | ($0.28) | ' |
Weighted Average Shares Outstanding - Basic and Diluted | 11,086,237 | 9,697,376 | 10,649,152 | 9,169,675 | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (unaudited) (USD $) | 9 Months Ended | 38 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Operating Activities | ' | ' | ' |
Net loss | ($2,880,855) | ($2,605,726) | ($10,466,491) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 109,044 | 103,477 | 384,506 |
Stock based compensation | 236,966 | 445,142 | 1,502,415 |
Common stock and warrants issued for services | 348,172 | 286,583 | 1,577,830 |
Amortization of stock issued in advance of services | 52,500 | 52,500 | 151,667 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses | -81,965 | -83,028 | -107,514 |
Other current assets | 7,292 | -10,444 | 611 |
Accounts payable and accrued liabilities | -166,093 | -55,793 | 300,426 |
Net Cash Used In Operating Activities | -2,374,939 | -1,867,289 | -6,656,550 |
Investing Activities | ' | ' | ' |
Purchases of property and equipment | -713 | -71,576 | -126,263 |
Net Cash Used in Investing Activities | -713 | -71,576 | -126,263 |
Financing Activities | ' | ' | ' |
Proceeds from issuance of common shares | 1,871,500 | 1,951,625 | 6,311,104 |
Grants received | 605,154 | ' | 1,281,500 |
Proceeds from note payable | ' | ' | 59,942 |
Repayment of note payable - related party | -1,321 | ' | -357,128 |
Cash acquired through reverse merger | ' | ' | 100 |
Net Cash Provided By Financing Activities | 2,475,333 | 1,951,625 | 7,295,518 |
Effect of foreign exchange on cash | -2,627 | -45,375 | -39,230 |
Increase/(Decrease) in Cash | 97,054 | -32,615 | 473,475 |
Cash - Beginning of Period | 376,421 | 347,892 | ' |
Cash - End of Period | 473,475 | 315,277 | 473,475 |
Supplemental Disclosures of Cash Flow Information | ' | ' | ' |
Interest paid | ' | ' | ' |
Income tax paid | ' | ' | ' |
Non Cash Financing Activities:: | ' | ' | ' |
Acquisition of subsidiary for debt | ' | ' | 1,000,000 |
Common stock issued for debt | $77,333 | $207,027 | $2,251,946 |
Condensed_Financial_Statements
Condensed Financial Statements | 9 Months Ended |
Sep. 30, 2013 | |
Financial Statements | ' |
Note 1. Condensed Financial Statements | ' |
The accompanying financial statements have been prepared by VolitionRX Limited (the “Company”) without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2013, and for all periods presented herein, have been made. | |
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2012 audited financial statements. The results of operations for the periods ended September 30, 2013 and 2012 are not necessarily indicative of the operating results for the full years. |
Going_Concern
Going Concern | 9 Months Ended |
Sep. 30, 2013 | |
Going Concern | ' |
Note 2. Going Concern | ' |
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred losses since inception of $10,466,491 and currently has very limited revenues, which creates substantial doubt about its ability to continue as a going concern. | |
The future of the Company as an operating business will depend on its ability to obtain sufficient capital contributions and/or financing as may be required to sustain its operations. Management's plan to address this need includes, (a) continued exercise of tight cost controls to conserve cash, (b) receiving additional grant funds, and (c) obtaining additional financing through debt or equity financing. | |
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. If the Company is unable to obtain adequate capital, it could be forced to cease operations. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Summary Of Significant Accounting Policies | ' |
Note 3. Summary of Significant Accounting Policies | ' |
Use of Estimates | |
The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
Reclassification of Financial Statement Accounts | |
Certain reclassifications have been made to prior periods’ data to conform to the current year’s presentation. These reclassifications had no effect on reported income or losses or working capital ratios. | |
Principles of Consolidation | |
The accompanying condensed consolidated financial statements for the period ended September 30, 2013 include the accounts of the Company and its wholly-owned subsidiaries, Singapore Volition Pte Ltd., Belgian Volition SA, and Hypergenomics Pte. Ltd. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at September 30, 2013 and December 31, 2012, the Company had $473,475 and $376,421, respectively in cash and cash equivalents. | |
Basic and Diluted Net Loss Per Share | |
The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. As of September 30, 2013, 537,244 dilutive warrants and options and 1,375,310 potentially dilutive options were excluded from the Diluted EPS calculation as their effect is anti dilutive. | |
Foreign Currency Translation | |
The Company’s functional currency is the Euro and its reporting currency is the United States dollar. Management has adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions”. All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in other comprehensive loss. | |
Recent Accounting Pronouncements | |
Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements. | |
Intangible_Assets
Intangible Assets | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Intangible Assets | ' | ||||||||||||||
Note 4. Intangible Assets | ' | ||||||||||||||
The Company’s intangible assets consist of intellectual property, principally patents, acquired in the acquisition of ValiBio SA. The patents are being amortized over their remaining lives, which are 10 years and 18 years. | |||||||||||||||
December 31, | |||||||||||||||
2012 | |||||||||||||||
Accumulated | Net Carrying | ||||||||||||||
Cost | Amortization | Value | |||||||||||||
$ | $ | $ | |||||||||||||
Patents | 1,666,346 | 236,108 | 1,430,238 | ||||||||||||
1,666,346 | 236,108 | 1,430,238 | |||||||||||||
September 30, | |||||||||||||||
2013 | |||||||||||||||
Accumulated | Net Carrying | ||||||||||||||
Cost | Amortization | Value | |||||||||||||
$ | $ | $ | |||||||||||||
Patents | 1,693,034 | 328,052 | 1,364,982 | ||||||||||||
1,693,034 | 328,052 | 1,364,982 | |||||||||||||
During the nine month period ended September 30, 2013, and the year ended December 31, 2012, the Company recognized $85,603 and $112,056 in amortization expense respectively. | |||||||||||||||
The Company amortizes the long-lived asset on a straight line basis with terms ranging from 13 to 20 years. The annual estimated amortization schedule over the next five years is as follows: | |||||||||||||||
2013 | - | remaining | $28,534 | ||||||||||||
2014 | $ | 114,138 | |||||||||||||
2015 | $ | 114,138 | |||||||||||||
2016 | $ | 114,138 | |||||||||||||
2017 | $ | 114,138 | |||||||||||||
The Company periodically reviews its long lived assets to ensure that their carrying value does not exceed their fair market value. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions | ' |
Note 5. Related Party Transactions | ' |
The Company contracts with a related party to rent office space, be provided office support staff, and have consultancy services provided on behalf of the Company. See Note 9 for obligation under the contract. |
Amendment_of_Authorised_Stock
Amendment of Authorised Stock | 9 Months Ended |
Sep. 30, 2013 | |
Amendment Of Authorised Stock | ' |
Note 6. Amendment of Authorised Stock | ' |
As of September 19, 2013, the number of authorized shares of common stock was reduced from 200,000,000 shares to 100,000,000 shares at $0.001 par value, and the issuance of 1,000,000 shares of preferred stock at $0.001 par value was authorized. |
Common_Stock
Common Stock | 9 Months Ended |
Sep. 30, 2013 | |
Common Stock | ' |
Note 7. Common Stock | ' |
During the nine month period ended September 30, 2013, the Company issued 297,500 shares of common stock for a total of $534,500 at a price of $2.00 per share. The amount received was net of $60,500 fees and expenses to an agent. Remuneration to the agent also included 29,750 warrants, immediately exercisable for a period of five years at a price of $2.00 per share. The warrants were valued at $71,918, using the Black-Scholes Option Pricing model using the following assumptions: Five-year term, $2.43 stock price, $2.00 exercise price, 246% volatility, 1.13% risk free rate. | |
During the nine month period ended September 30, 2013, the Company issued 668,500 shares of common stock for a total of $1,337,000 at a price of $2.00 per share. Attached to share issuances totaling 225,000 shares were 45,000 warrants. Each warrant is immediately exercisable for a period of three years at $2.40 per share. The warrants were valued using the Black-Scholes Option Pricing model using the following assumptions: Three year term, $2.17 stock price, $2.40 exercise price, 244% volatility, 0.61% risk free rate. The Company has allocated $94,111 of the total $450,000 in proceeds to the value of the warrants. | |
During the nine month period ended September 30, 2013, the Company also issued (a) 9,292 shares of common stock to consultants and directors to settle liabilities for services valued at $18,583 at a price of $2.00 per share, (b) 12,448 shares of common stock to consultants and directors for services valued at $28,000 at fair market value as stated on date of issuance, and (c) 15,000 shares of common stock to consultants for services valued at $30,750 at fair market value as stated on date of issuance. |
Warrants_And_Options
Warrants And Options | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||
Warrants And Options | ' | ||||||||||||||||||||||
Note 8. Warrants And Options | ' | ||||||||||||||||||||||
During the nine month period ended September 30, 2013, the Company issued 29,750 warrants to an agent as part remuneration in respect of the issuance of 297,500 shares for net proceeds of $534,500. The Company has valued the warrants at $71,918. Each warrant is exercisable immediately for five years at an exercise price of $2.00 per share. | |||||||||||||||||||||||
During the nine month period ended September 30, 2013, the Company issued 200,000 warrants to a consultant for services at an exercise price of $2.47, expiring three years after vesting. 25,000 warrants vest immediately, and the vesting of the remaining 175,000 warrants is contingent upon the achievement of specific milestones. The Company estimates that vesting of these latter warrants will take place over the three years to March 2016. The warrants were valued at $456,367 using the Black-Scholes Option Pricing model using the following assumptions: Three-year term, $2.35 stock price, $2.47 exercise price, 253% volatility, 0.38% risk free rate. As of September 30, 2013, $198,921 of the value of these warrants has been expensed. | |||||||||||||||||||||||
During the nine month period ended September 30, 2013, the Company issued 45,000 warrants attached to the issuance of 225,000 shares for cash totaling $450,000. The Company has allocated $94,111 of the proceeds to the value of the warrants. The warrants are exercisable immediately for three years at an exercise price of $2.40. | |||||||||||||||||||||||
During the year ended December 31, 2012, the Company issued 50,000 warrants for investor relations services rendered to the Company. The warrants are exercisable immediately for three years at an exercise price of $3.25. The warrants were valued at $145,431 using the Black-Scholes Option Pricing model using the following assumptions: Three-year term, $3.00 stock price, $3.25 exercise price, 251% volatility, 0.32% risk free rate. These warrants were cancelled by mutual agreement for no consideration during the nine month period ended September 30, 2013. | |||||||||||||||||||||||
Below is a table summarizing the warrants issued and outstanding as of September 30, 2013. | |||||||||||||||||||||||
Date | Number | Exercise | Contractual | Expiration | Value if | ||||||||||||||||||
Issued | Outstanding | Price $ | Life (Years) | Date | Exercised $ | ||||||||||||||||||
3/15/11 | 200,000 | 0.5 | 5 | 3/15/16 | 100,000 | ||||||||||||||||||
3/24/11 | 100,000 | 0.5 | 5 | 3/24/16 | 50,000 | ||||||||||||||||||
4/1/11 | 100,000 | 0.5 | 5 | 4/1/16 | 50,000 | ||||||||||||||||||
6/21/11 | 100,000 | 0.5 | 5 | 6/21/16 | 50,000 | ||||||||||||||||||
7/13/11 | 250,000 | 1.05 | 5 | 7/13/16 | 262,500 | ||||||||||||||||||
5/11/12 | 344,059 | 2.6 | 4 | 5/10/16 | 894,553 | ||||||||||||||||||
5/11/12 | 26,685 | 1.75 | 3 | 5/10/15 | 46,699 | ||||||||||||||||||
3/20/13 | 200,000 | 2.47 | 3 | 3/20/16 | 494,000 | ||||||||||||||||||
-0.007894737 | |||||||||||||||||||||||
6/10/13 | 29,750 | 2 | 5 | 6/10/18 | 59,500 | ||||||||||||||||||
8/7/13 | 45,000 | 2.4 | 3 | 8/7/16 | 108,000 | ||||||||||||||||||
9/30/13 | 1,395,494 | 1.52 | 4.4 | — | $ | 2,115,252 | |||||||||||||||||
Options to purchase 37,000 shares were granted on March 20, 2013. These options vest in equal nine monthly installments over three years from the date of grant, and expire three years after the vesting dates. The exercise prices are $2.35 for options vesting in the first year, $3.35 for options vesting in the second year, and $4.35 for options vesting in the third year. | |||||||||||||||||||||||
Options to purchase 16,300 shares were granted on September 2, 2013. These options vest in equal nine monthly installments over three years from the date of grant, and expire three years after the vesting dates. The exercise prices are $2.35 for options vesting in the first year, $3.35 for options vesting in the second year, and $4.35 for options vesting in the third year. | |||||||||||||||||||||||
The Company has calculated the estimated fair market value of the options granted to employees and non-employees in exchange for services using the Black-Scholes Option Pricing model and the following assumptions. | |||||||||||||||||||||||
a) | 37,000 options granted March 20, 2013 --stock price at valuation, $2.35; expected term of 3 years, exercise prices of $2.35-$4.35, a risk free interest rate of 0.38%, a dividend yield of 0% and volatility of 253%. | ||||||||||||||||||||||
b) | 16,300 options granted September 2, 2013 --stock price at valuation, $2.03; expected term of 3 years, exercise prices of $2.35-$4.35, a risk free interest rate of 0.79%, a dividend yield of 0% and volatility of 242%. | ||||||||||||||||||||||
During the nine month period ended September 30, 2013, 30,000 options expired following termination of employment. | |||||||||||||||||||||||
Below is a table summarizing the options issued and outstanding as of September 30, 2013. | |||||||||||||||||||||||
Date | Number | Exercise | Contractual | Expiration | Value if | ||||||||||||||||||
Issued | Outstanding | Price $ | Life (Years) | Date | Exercised $ | ||||||||||||||||||
11/25/11 | 690,000 | 3.00-5.00 | 3 | 05/25/15-11/25/17 | 2,760,000 | ||||||||||||||||||
9/1/12 | 30,000 | 4.31-6.31 | 3 | 03/01/16-09/01/18 | 159,300 | ||||||||||||||||||
12/13/12 | 100,000 | 3.01 | 3 | 12/13/15 | 301,000 | ||||||||||||||||||
3/20/13 | 37,000 | 2.35-4.35 | 3 | 09/20/16-03/20/19 | 123,950 | ||||||||||||||||||
9/2/13 | 16,300 | 2.35-4.35 | 3 | 03/02/14-09/02/16 | 54,605 | ||||||||||||||||||
9/30/13 | 873,300 | $ | 3.89 | 3 | — | $ | 3,398,855 | ||||||||||||||||
Total remaining unrecognized compensation cost related to non-vested stock options is approximately $206,000 and is expected to be recognized over a period of three years. | |||||||||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments And Contingencies | ' |
Note 9. Commitments and Contingencies | ' |
a) Walloon Region Grant | |
On March 16, 2010, the Company entered into an agreement with the Walloon Region government in Belgium wherein the Walloon Region would fund up to a maximum of $1,416,923 (€1,048,020) to help fund the research endeavors of the Company. The Walloon Region agreed to provide working capital of $566,769 (€419,208), which was received by the Company during January 2011, together with $78,017 (€57,705) in respect of approved expenditures. The Company also received $630,445 (€466,305) during the nine months ended September 30, 2013 for approved expenditures. The Company will be obligated to pay a minimum of $425,077 (€314,406) if the project is deemed to be a failure under the terms of the agreement. If the project is deemed a success, the Company will pay both the minimum of $425,077 (€314,406) and a 6 percent royalty on all relevant sales. The maximum amount payable due to the Walloon Region is twice the amount of funding received. | |
b) Administrative Support Agreement | |
On August 6, 2010, the Company entered into an agreement with a related party to rent office space, contract for office support staff, and have consulting services provided on behalf of the Company. The agreement requires the Company to pay $5,700 per month for office space and staff services as well as approximately $17,300 per month in fees for two senior executives. The Company is also required to pay for all reasonable expenses incurred. The contract is in force for 12 months with automatic extensions of 12 months with a 3 month notice required for termination of the contract. | |
c) Leases | |
On January 26, 2012, the Company entered into a new lease agreement in respect of its laboratory space at Namur in Belgium for $1,352 (€1,000) per month commencing April 1, 2012, for an initial period of one year, extended on terms yet to be agreed. On February 29, 2012, the Company entered into a lease agreement for additional laboratory and office space at Namur for approximately $5,182 (€3,833) per month commencing April 1, 2012, for a period of two years and eight months. Under this agreement the Company is also obliged to pay $2,028 (€1,500) per month as a provisional amount against expenses. On March 23, 2012, the Company entered into a lease agreement in respect of an apartment at Namur in Belgium for $838 (€620) per month commencing April 1, 2012, for an initial period of one year, extended for a further year. | |
d) Bonn University Agreement | |
On July 11, 2012, the Company entered into an agreement with Bonn University, Germany, relating to a program of samples testing. The agreement is for a period of two years commencing September 1, 2012, and the total payments to be made by the Company in accordance with the agreement are $527,280 (€390,000). | |
e) Legal Proceedings | |
There are no legal proceedings which the Company believes will have a material adverse effect on its financial position. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events | ' |
Note 10. Subsequent Events | ' |
Subsequent to September 30, 2013, the Company received cash subscriptions of $250,000 for units comprising 121,952 shares of common stock and 121,952 warrants. The unit price was $2.05 for one share together with a warrant to purchase one share for every share subscribed for. The warrants are exercisable immediately upon issuance for five years at an exercise price of $2.40. Additionally the Company has received subscription agreements for a further $500,000 of units on the same terms as above. Neither the shares nor the warrants relating to the foregoing subscriptions have yet been issued. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Summary Of Significant Accounting Policies Policies | ' |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company also regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. | |
Reclassification of Financial Statement Accounts | ' |
Reclassification of Financial Statement Accounts | |
Certain reclassifications have been made to prior periods’ data to conform to the current year’s presentation. These reclassifications had no effect on reported income or losses or working capital ratios. | |
Principles of Consolidation | ' |
Principles of Consolidation | |
The accompanying condensed consolidated financial statements for the period ended September 30, 2013 include the accounts of the Company and its wholly-owned subsidiaries, Singapore Volition Pte Ltd., Belgian Volition SA, and Hypergenomics Pte. Ltd. All significant intercompany balances and transactions have been eliminated in consolidation. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at September 30, 2013 and December 31, 2012, the Company had $473,475 and $376,421, respectively in cash and cash equivalents. | |
Basic and Diluted Net Loss Per Share | ' |
Basic and Diluted Net Loss Per Share | |
The Company computes net loss per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. As of September 30, 2013, 537,244 dilutive warrants and options and 1,375,310 potentially dilutive options were excluded from the Diluted EPS calculation as their effect is anti dilutive. | |
Foreign Currency Translation | ' |
Foreign Currency Translation | |
The Company’s functional currency is the Euro and its reporting currency is the United States dollar. Management has adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions”. All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in other comprehensive loss. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Management has considered all recent accounting pronouncements issued since the last audit of our consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements. |
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Intangible Assets Tables | ' | ||||||||||||||
Patents amortized over their remaining lives | ' | ||||||||||||||
The patents are being amortized over their remaining lives, which are 10 years and 18 years. | |||||||||||||||
December 31, | |||||||||||||||
2012 | |||||||||||||||
Accumulated | Net Carrying | ||||||||||||||
Cost | Amortization | Value | |||||||||||||
$ | $ | $ | |||||||||||||
Patents | 1,666,346 | 236,108 | 1,430,238 | ||||||||||||
1,666,346 | 236,108 | 1,430,238 | |||||||||||||
September 30, | |||||||||||||||
2013 | |||||||||||||||
Accumulated | Net Carrying | ||||||||||||||
Cost | Amortization | Value | |||||||||||||
$ | $ | $ | |||||||||||||
Patents | 1,693,034 | 328,052 | 1,364,982 | ||||||||||||
1,693,034 | 328,052 | 1,364,982 | |||||||||||||
Annual estimated amortization schedule | ' | ||||||||||||||
The annual estimated amortization schedule over the next five years is as follows: | |||||||||||||||
2013 | - | remaining | $28,534 | ||||||||||||
2014 | $ | 114,138 | |||||||||||||
2015 | $ | 114,138 | |||||||||||||
2016 | $ | 114,138 | |||||||||||||
2017 | $ | 114,138 |
Warrants_and_Options_Table
Warrants and Options (Table) | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||||||||
Warrants And Options Table | ' | ||||||||||||||||||||||
Summary of Warrants Issued And Outstanding | ' | ||||||||||||||||||||||
Below is a table summarizing the warrants issued and outstanding as of September 30, 2013. | |||||||||||||||||||||||
Date | Number | Exercise | Contractual | Expiration | Value if | ||||||||||||||||||
Issued | Outstanding | Price $ | Life (Years) | Date | Exercised $ | ||||||||||||||||||
3/15/11 | 200,000 | 0.5 | 5 | 3/15/16 | 100,000 | ||||||||||||||||||
3/24/11 | 100,000 | 0.5 | 5 | 3/24/16 | 50,000 | ||||||||||||||||||
4/1/11 | 100,000 | 0.5 | 5 | 4/1/16 | 50,000 | ||||||||||||||||||
6/21/11 | 100,000 | 0.5 | 5 | 6/21/16 | 50,000 | ||||||||||||||||||
7/13/11 | 250,000 | 1.05 | 5 | 7/13/16 | 262,500 | ||||||||||||||||||
5/11/12 | 344,059 | 2.6 | 4 | 5/10/16 | 894,553 | ||||||||||||||||||
5/11/12 | 26,685 | 1.75 | 3 | 5/10/15 | 46,699 | ||||||||||||||||||
3/20/13 | 200,000 | 2.47 | 3 | 3/20/16 | 494,000 | ||||||||||||||||||
-0.007894737 | |||||||||||||||||||||||
6/10/13 | 29,750 | 2 | 5 | 6/10/18 | 59,500 | ||||||||||||||||||
8/7/13 | 45,000 | 2.4 | 3 | 8/7/16 | 108,000 | ||||||||||||||||||
9/30/13 | 1,395,494 | 1.52 | 4.4 | — | $ | 2,115,252 | |||||||||||||||||
Summary of options issued and outstanding | ' | ||||||||||||||||||||||
Below is a table summarizing the options issued and outstanding as of September 30, 2013. | |||||||||||||||||||||||
Date | Number | Exercise | Contractual | Expiration | Value if | ||||||||||||||||||
Issued | Outstanding | Price $ | Life (Years) | Date | Exercised $ | ||||||||||||||||||
11/25/11 | 690,000 | 3.00-5.00 | 3 | 05/25/15-11/25/17 | 2,760,000 | ||||||||||||||||||
9/1/12 | 30,000 | 4.31-6.31 | 3 | 03/01/16-09/01/18 | 159,300 | ||||||||||||||||||
12/13/12 | 100,000 | 3.01 | 3 | 12/13/15 | 301,000 | ||||||||||||||||||
3/20/13 | 37,000 | 2.35-4.35 | 3 | 09/20/16-03/20/19 | 123,950 | ||||||||||||||||||
9/2/13 | 16,300 | 2.35-4.35 | 3 | 03/02/14-09/02/16 | 54,605 | ||||||||||||||||||
9/30/13 | 873,300 | $ | 3.89 | 3 | — | $ | 3,398,855 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 38 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Going Concern Details Narrative | ' | ' | ' | ' | ' |
Losses Since Inception | $925,567 | $872,516 | $2,880,855 | $2,605,726 | $10,466,491 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Narrative) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Cash and Cash Equivalents | $473,475 | $376,421 |
Dilutive Warrants And Options [Member] | ' | ' |
Potentially dilutive warrants and options | 537,244 | ' |
Options [Member] | ' | ' |
Potentially dilutive options | 1,375,310 | ' |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Cost | $1,693,034 | $1,666,346 |
Accumulated Amortization | 328,052 | 236,108 |
Net Carrying Value | 1,364,982 | 1,430,238 |
Patents [Member] | ' | ' |
Cost | 1,693,034 | 1,666,346 |
Accumulated Amortization | 328,052 | 236,108 |
Net Carrying Value | $1,364,982 | $1,430,238 |
Intangible_Assets_Details_1
Intangible Assets (Details 1) (USD $) | Sep. 30, 2013 |
Intangible Assets Details 1 | ' |
2013 - Remaining | $28,534 |
2014 | 114,138 |
2015 | 114,138 |
2016 | 114,138 |
2017 | $114,138 |
Intangible_Assets_Details_Narr
Intangible Assets (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Amortization expense | $85,603 | $112,056 |
Minimum [Member] | ' | ' |
Intangible Assets Remaining amortized life | '10 years | ' |
Amortization of long-lived asset on straight line basis | '13 years | ' |
Maximum [Member] | ' | ' |
Intangible Assets Remaining amortized life | '18 years | ' |
Amortization of long-lived asset on straight line basis | '20 years | ' |
Amendment_of_Authorised_Stock_
Amendment of Authorised Stock (Details Nerrative) (USD $) | Sep. 30, 2013 | Sep. 19, 2013 | Dec. 31, 2012 |
Notes to Financial Statements | ' | ' | ' |
Common Stock, shares authorized | 100,000,000 | 200,000,000 | 200,000,000 |
Common Stock, par value | $0.00 | ' | $0.00 |
Preferred Stock, par value | $0.00 | ' | ' |
Peferred Stock, shares authorized | 1,000,000 | ' | ' |
Common_Stock_Details_Narrative
Common Stock (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Common stock issued | 668,500 |
Common stock issued, value | $1,337,000 |
Common stock issued, price | $2 |
Warrant exercise period | '3 years |
Expected term | '3 years |
Exercise price | $2.40 |
Volatility | 244.00% |
Stock price | $2.17 |
Risk free rate | 0.61% |
Warrant issued | 45,000 |
Agent [Member] | ' |
Common stock issued | 297,500 |
Common stock issued, value | 534,500 |
Common stock issued, price | $2 |
Warrant exercise period | '5 years |
Expected term | '5 years |
Exercise price | $2 |
Volatility | 246.00% |
Stock price | $2.43 |
Risk free rate | 1.13% |
Professional fees and expenses | 60,500 |
Warrant issued | 29,750 |
Consultant And Directors [Member] | ' |
Common stock issued | 9,292 |
Common stock issued, value | 18,583 |
Common stock issued, price | $2 |
Consultant And Directors Services Valued [Member] | ' |
Common stock issued | 12,448 |
Common stock issued, value | 28,000 |
Consultant [Member] | ' |
Common stock issued | 15,000 |
Common stock issued, value | $30,750 |
Exercise price | $2.47 |
Volatility | 253.00% |
Risk free rate | 0.38% |
Warrants_And_Options_Details
Warrants And Options (Details) (Warrant [Member], USD $) | Sep. 30, 2013 |
On 03/15/11 [Member] | ' |
Number Outstanding | 200,000 |
Exercise Price | $0.50 |
Contractual Life (Years) | '5 years |
Expiration Date | '2016-03-15 |
Value if Exercised | $100,000 |
On 03/24/11 [Member] | ' |
Number Outstanding | 100,000 |
Exercise Price | $0.50 |
Contractual Life (Years) | '5 years |
Expiration Date | '2016-03-24 |
Value if Exercised | 50,000 |
On 04/01/11 [Member] | ' |
Number Outstanding | 100,000 |
Exercise Price | $0.50 |
Contractual Life (Years) | '5 years |
Expiration Date | '2016-04-01 |
Value if Exercised | 50,000 |
On 06/21/11 [Member] | ' |
Number Outstanding | 100,000 |
Exercise Price | $0.50 |
Contractual Life (Years) | '5 years |
Expiration Date | '2016-06-21 |
Value if Exercised | 50,000 |
On 07/13/11 [Member] | ' |
Number Outstanding | 250,000 |
Exercise Price | $1.05 |
Contractual Life (Years) | '5 years |
Expiration Date | '2016-07-13 |
Value if Exercised | 262,500 |
On 05/11/12 [Member] | ' |
Number Outstanding | 344,059 |
Exercise Price | $2.60 |
Contractual Life (Years) | '4 years |
Expiration Date | '2016-05-10 |
Value if Exercised | 894,553 |
On 05/11/12 One [Member] | ' |
Number Outstanding | 26,685 |
Exercise Price | $1.75 |
Contractual Life (Years) | '3 years |
Expiration Date | '2015-05-10 |
Value if Exercised | 46,699 |
On 03/20/13 [Member] | Minimum [Member] | ' |
Number Outstanding | 200,000 |
Exercise Price | $2.47 |
Contractual Life (Years) | '3 years |
Expiration Date | '2016-03-20 |
Value if Exercised | 494,000 |
On 03/20/13 [Member] | Maximum [Member] | ' |
Expiration Date | '2019-03-20 |
On 06/10/13 [Member] | ' |
Number Outstanding | 29,750 |
Exercise Price | $2 |
Contractual Life (Years) | '5 years |
Expiration Date | '2018-06-10 |
Value if Exercised | 59,500 |
On 08/07/13 [Member] | ' |
Number Outstanding | 45,000 |
Exercise Price | $2.40 |
Contractual Life (Years) | '3 years |
Expiration Date | '2016-08-07 |
Value if Exercised | 108,000 |
On 09/30/13 [Member] | ' |
Number Outstanding | 1,395,494 |
Exercise Price | $1.52 |
Contractual Life (Years) | '4 years 4 months 24 days |
Value if Exercised | $2,155,252 |
Warrants_And_Options_Details_1
Warrants And Options (Details 1) (USD $) | Sep. 30, 2013 |
Issued On 11/25/11 [Member] | ' |
Number Outstanding | 690,000 |
Contractual Life (Years) | '3 years |
Value if Exercised | $2,760,000 |
Issued On 11/25/11 [Member] | Minimum [Member] | ' |
Exercise Price | $3 |
Expiration Date | '2015-05-25 |
Issued On 11/25/11 [Member] | Maximum [Member] | ' |
Exercise Price | $5 |
Expiration Date | '2017-11-25 |
Issued On 09/01/12 [Member] | ' |
Number Outstanding | 30,000 |
Contractual Life (Years) | '3 years |
Value if Exercised | 159,300 |
Issued On 09/01/12 [Member] | Minimum [Member] | ' |
Exercise Price | $4.31 |
Expiration Date | '2016-03-01 |
Issued On 09/01/12 [Member] | Maximum [Member] | ' |
Exercise Price | $6.31 |
Expiration Date | '2018-09-01 |
Issued On 12/13/12 [Member] | ' |
Number Outstanding | 100,000 |
Exercise Price | $3.01 |
Contractual Life (Years) | '3 years |
Expiration Date | '2015-12-13 |
Value if Exercised | 301,000 |
Issued On 03/20/13 [Member] | ' |
Number Outstanding | 37,000 |
Contractual Life (Years) | '3 years |
Value if Exercised | 123,950 |
Issued On 03/20/13 [Member] | Minimum [Member] | ' |
Exercise Price | $2.35 |
Expiration Date | '2016-09-20 |
Issued On 03/20/13 [Member] | Maximum [Member] | ' |
Exercise Price | $4.35 |
Expiration Date | '2019-03-20 |
Issued on 09/02/13 [Member] | ' |
Number Outstanding | 16,300 |
Contractual Life (Years) | '3 years |
Value if Exercised | 54,605 |
Issued on 09/02/13 [Member] | Minimum [Member] | ' |
Exercise Price | $2.35 |
Expiration Date | '2014-03-02 |
Issued on 09/02/13 [Member] | Maximum [Member] | ' |
Exercise Price | $4.35 |
Expiration Date | '2016-09-02 |
Issued On 09/30/13 [Member] | ' |
Number Outstanding | 873,300 |
Exercise Price | $3.89 |
Contractual Life (Years) | '3 years |
Value if Exercised | $3,398,855 |
Warrants_And_Options_Details_N
Warrants And Options (Details Narrative) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2013 | Dec. 31, 2012 | |
Warrant issued | 45,000 | ' |
Exercise price | $2.40 | ' |
Volatility rate | 244.00% | ' |
Risk free rate | 0.61% | ' |
Options expired | 30,000 | ' |
Consultant [Member] | ' | ' |
Allocated value of warrants | $456,367 | ' |
Warrants vesting immediately | 25,000 | ' |
Warrants vesting contingent | 175,000 | ' |
Warrant Term | '3 years | ' |
Expected term | '3 years | ' |
Exercise price | $2.47 | ' |
Volatility rate | 253.00% | ' |
Stock price | $2.35 | ' |
Risk free rate | 0.38% | ' |
Warrants expensed | 198,921 | ' |
Agent [Member] | ' | ' |
Warrant issued | 29,750 | ' |
Allocated value of warrants | 71,918 | ' |
Share issuances | 297,500 | ' |
Share issuances value | 534,500 | ' |
Warrant Term | '5 years | ' |
Expected term | '5 years | ' |
Exercise price | $2 | ' |
Volatility rate | 246.00% | ' |
Stock price | $2.43 | ' |
Risk free rate | 1.13% | ' |
Issuance [Member] | ' | ' |
Warrant issued | 45,000 | ' |
Allocated value of warrants | 94,111 | ' |
Share issuances | 225,000 | ' |
Share issuances value | 450,000 | ' |
Warrant Term | '3 years | ' |
Exercise price | $2.40 | ' |
Investor Relations [Member] | ' | ' |
Warrant issued | ' | 50,000 |
Allocated value of warrants | ' | $145,431 |
Warrant Term | ' | '3 years |
Exercise price | ' | $3.25 |
Volatility rate | ' | 251.00% |
Stock price | ' | $3 |
Risk free rate | ' | 0.32% |
Warrants cancelled | 50,000 | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Commitments And Contingencies Details Narrative | ' |
Approved expenditures received | $630,445 |