Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 01, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'VOLITIONRX LTD | ' |
Entity Central Index Key | '0000093314 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
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 | ' | 13,468,164 |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
ASSETS | ' | ' |
Cash | $1,808,271 | $888,704 |
Prepaid expenses | 127,731 | 82,135 |
Other current assets | 73,078 | 34,612 |
Total Current Assets | 2,009,080 | 1,005,451 |
Property and equipment, net | 94,558 | 63,265 |
Intangible assets, net | 945,410 | 1,002,043 |
Total Assets | 3,049,048 | 2,070,759 |
LIABILITIES | ' | ' |
Accounts payable and accrued liabilities | 440,666 | 518,086 |
Management and directors' fees payable | 181,228 | 222,294 |
Derivative liability | 2,315,506 | ' |
Deferred grant income | 214,988 | 216,894 |
Total Current Liabilities | 3,152,388 | 957,274 |
Grant repayable | 429,007 | 432,811 |
Total Liabilities | 3,581,395 | 1,390,085 |
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' |
Preferred Stock Authorized: 1,000,000 shares of preferred stock, at $0.001 par value Issued and outstanding: Nil shares and Nil shares, respectively | ' | ' |
Common Stock Authorized: 100,000,000 shares of common stock, at $0.001 par value Issued and outstanding: 13,468,164 shares and 11,679,757 shares, respectively | 13,468 | 11,680 |
Additional paid-in capital | 12,201,363 | 12,024,711 |
Accumulated other comprehensive loss | -73,633 | -59,795 |
Deficit accumulated during the development stage | -12,673,545 | -11,295,922 |
Total Stockholders' Equity (Deficit) | -532,347 | 680,674 |
Total Liabilities and Stockholders' Equity (Deficit) | $3,049,048 | $2,070,759 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
STOCKHOLDERS' EQUITY (DEFICIT) | ' | ' |
Preferred Stock, par value | $0.00 | $0.00 |
Peferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred Stock, shares issued | ' | ' |
Preferred Stock, shares outstanding | ' | ' |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 13,468,164 | 11,679,757 |
Common Stock, shares outstanding | 13,468,164 | 11,679,757 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) (USD $) | 3 Months Ended | 6 Months Ended | 47 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | |
Condensed Consolidated Statements Of Operations And Comprehensive Loss | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | $54,968 |
Expenses | ' | ' | ' | ' | ' |
General and administrative | 51,757 | 123,143 | 120,668 | 174,699 | 1,269,896 |
Professional fees | 165,901 | 92,394 | 293,022 | 157,359 | 1,929,576 |
Salaries and office administrative fees | 41,485 | 191,315 | 213,163 | 389,392 | 2,323,757 |
Research and development | 791,294 | 640,639 | 1,661,758 | 1,233,838 | 8,631,895 |
Impairment of patents | ' | ' | ' | ' | 350,000 |
Total Operating Expenses | 1,050,437 | 1,047,491 | 2,288,611 | 1,955,288 | 14,505,124 |
Net Operating Loss | -1,050,437 | -1,047,491 | -2,288,611 | -1,955,288 | -14,450,156 |
Other Income | ' | ' | ' | ' | ' |
Grants received | ' | ' | 143,987 | ' | 1,009,610 |
Gain on derivative remeasurement | 1,867,241 | ' | 767,001 | ' | 767,001 |
Other Income | 1,867,241 | ' | 910,988 | ' | 1,776,611 |
Provision for income taxes | ' | ' | ' | ' | ' |
Net Income (Loss) | 816,804 | -1,047,491 | -1,377,623 | -1,955,288 | -12,673,545 |
Other Comprehensive Loss | ' | ' | ' | ' | ' |
Foreign currency translation adjustments | -9,642 | -12,871 | -13,838 | -11,858 | -73,633 |
Total Other Comprehensive Loss | -9,642 | -12,871 | -13,838 | -11,858 | -73,633 |
Net Comprehensive Income (Loss) | $807,162 | ($1,060,362) | ($1,391,461) | ($1,967,146) | ($12,747,178) |
Net Income (Loss) per Share - Basic | $0.06 | ($0.10) | ($0.11) | ($0.19) | ' |
Net Income (Loss) per Share - Diluted | $0.06 | ($0.10) | ($0.11) | ($0.19) | ' |
Weighted Average Shares Outstanding - Basic | 13,388,050 | 10,642,175 | 12,821,421 | 10,427,414 | ' |
Weighted Average Shares Outstanding - Diluted | 13,887,997 | 10,642,175 | 12,821,421 | 10,427,414 | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (unaudited) (USD $) | 6 Months Ended | 47 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | |
Operating Activities | ' | ' | ' |
Net loss | ($1,377,623) | ($1,955,288) | ($12,673,545) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 63,585 | 72,525 | 485,443 |
Impairment of intangible asset | ' | ' | 350,000 |
Stock based compensation | 85,080 | 166,669 | 1,632,541 |
Common stock and warrants issued to settle liabilities for services | 55,432 | 223,771 | 1,757,512 |
Amortization of stock issued in advance of services | ' | 35,000 | 350,000 |
Non-operating income - grants received | -143,987 | ' | -1,009,610 |
Gain on derivative remeasurement | -767,001 | ' | -767,001 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses | -46,393 | -26,421 | -122,563 |
Other current assets | -38,756 | -776 | -39,473 |
Accounts payable and accrued liabilities | -114,900 | -62,576 | 522,506 |
Net Cash Used In Operating Activities | -2,284,563 | -1,547,096 | -9,514,190 |
Investing Activities | ' | ' | ' |
Purchases of property and equipment | -46,671 | -714 | -172,935 |
Net Cash Used in Investing Activities | -46,671 | -714 | -172,935 |
Financing Activities | ' | ' | ' |
Proceeds from issuance of common shares | 3,120,435 | 1,421,500 | 10,388,289 |
Grants received | 143,987 | 517,280 | 1,639,908 |
Proceeds from note payable | ' | ' | 59,942 |
Repayment of notes payable | ' | -1,321 | -546,393 |
Cash acquired through reverse merger | ' | ' | 100 |
Net Cash Provided By Financing Activities | 3,264,422 | 1,937,459 | 11,541,846 |
Effect of foreign exchange on cash | -13,621 | -15,321 | -46,450 |
Increase in Cash | 919,567 | 374,328 | 1,808,271 |
Cash - Beginning of Period | 888,704 | 376,421 | ' |
Cash - End of Period | 1,808,271 | 750,749 | 1,808,271 |
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 | ' | ' | $1,169,943 |
Condensed_Financial_Statements
Condensed Financial Statements | 6 Months Ended |
Jun. 30, 2014 | |
Notes to Financial Statements | ' |
Note 1. Condensed Financial Statements | ' |
The accompanying unaudited 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 June 30, 2014, 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 unaudited financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2013 audited financial statements. The results of operations for the periods ended June 30, 2014 and 2013 are not necessarily indicative of the operating results for the full years. |
Going_Concern
Going Concern | 6 Months Ended |
Jun. 30, 2014 | |
Notes to Financial Statements | ' |
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 $12,673,545 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 | 6 Months Ended |
Jun. 30, 2014 | |
Notes to Financial Statements | ' |
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 | |
Principles of Consolidation | |
The accompanying condensed consolidated financial statements for the period ended June 30, 2014 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 June 30, 2014 and December 31, 2013, the Company had $1,808,271 and $888,804, respectively in cash and cash equivalents. | |
Basic and Diluted Net Income (Loss) Per Share | |
The Company computes net income (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 income (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. For the three months ended June 30, 2014, 499,947 dilutive warrants were included in the Diluted EPS calculation, and 3,536,288 potentially dilutive warrants and options were excluded from the Diluted EPS calculation as their effect is anti-dilutive. For the six months ended June 30, 2014, 604,579 dilutive warrants and 1,997,593 potentially dilutive warrants and 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 | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Notes to Financial Statements | ' | ||||||||||||
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 9 years and 17 years. | |||||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
Accumulated | Net Carrying | ||||||||||||
Cost | Amortization | Value | |||||||||||
$ | $ | $ | |||||||||||
Patents | 1,314,559 | 312,516 | 1,002,043 | ||||||||||
1,314,559 | 312,516 | 1,002,043 | |||||||||||
June 30, | |||||||||||||
2014 | |||||||||||||
Accumulated | Net Carrying | ||||||||||||
Cost | Amortization | Value | |||||||||||
$ | $ | $ | |||||||||||
Patents | 1,303,972 | 358,562 | 945,410 | ||||||||||
1,303,972 | 358,562 | 945,410 | |||||||||||
During the six month period ended June 30, 2014, and the year ended December 31, 2013, the Company recognized $48,948 and $114,879 in amortization expense respectively. During the year ended December 31, 2013 the Company also recognized impairment losses of $350,000. No impairment losses were recognized during the six month period ended June 30, 2014. | |||||||||||||
The Company amortizes the long-lived assets 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: | |||||||||||||
2014 - remaining | $ | 48,396 | |||||||||||
2015 | $ | 97,344 | |||||||||||
2016 | $ | 97,344 | |||||||||||
2017 | $ | 97,344 | |||||||||||
2018 | $ | 97,344 | |||||||||||
The Company periodically reviews its long lived assets to ensure that their carrying value does not exceed their fair market value. The Company carried out such a review in accordance with ASC 360 as of December 31, 2013. The result of this review confirmed that the fair value of the patents exceeded their carrying value as of December 31, 2013. |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2014 | |
Notes to Financial Statements | ' |
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 8 for obligation under the contract. |
Common_Stock
Common Stock | 6 Months Ended |
Jun. 30, 2014 | |
Notes to Financial Statements | ' |
Note 6. Common Stock | ' |
On February 26, 2014, the Company issued 1,500,000 shares of common stock for a total of $3,000,000 at a price of $2.00 per share. Attached to these share issuances were 1,500,000 warrants, immediately exercisable for a period of five years at $2.20 per share. The warrants were valued at $3,955,546 using the Black-Scholes Option Pricing model using the following assumptions: Five year term, $2.68 stock price, $2.20 exercise price, 239% volatility, 1.50% risk free rate. Agents received 30,975 warrants, exercisable on the same terms as the warrants issued for cash subscriptions, and valued at $82,507 on the same basis as above. Due to a ratchet provision in the warrant agreement effective for the twelve months to February 26, 2015, all the foregoing warrants have been treated as a derivative liability in accordance with ASC 815. Other fees and expenses directly attributable to agents in respect of these issuances were $147,186 in cash, and $25,900 settled by the issue of shares of common stock. Legal expenses directly attributable to the issuances amounted to $84,879. | |
On February 26, 2014, the Company issued 16,667 shares of common stock to settle liabilities for services valued at $35,000, at a price of $2.10 per share. | |
On March 25, 2014, the Company issued 12,334 shares of common stock to settle liabilities for services valued at $25,900, at a price of $2.10 per share. | |
On March 26, 2014, the Company issued 99,178 shares of common stock to the subscribers for the 297,500 shares of common stock issued on June 10, 2013. These additional shares were issued for no additional consideration under the terms of the Private Placement Memorandum because certain subsequent fundraising targets had not been met. | |
On June 5, 2014, the Company issued 160,228 shares of common stock for cash of $352,500, at a price of $2.20 per share. |
Warrants_And_Options
Warrants And Options | 6 Months Ended | |||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||
Notes to Financial Statements | ' | |||||||||||||||||
Note 7. Warrants And Options | ' | |||||||||||||||||
a) | Warrants | |||||||||||||||||
On January 28, 2014, the Company issued 10,000 warrants to a consultant for services at an exercise price of $2.40, exercisable immediately for three years. The warrants were valued at $21,500 using the Black-Scholes Option Pricing model using the following assumptions: Three-year term, $2.26 stock price, $2.40 exercise price, 229% volatility, 0.75% risk free rate. | ||||||||||||||||||
On February 26, 2014, the Company issued 1,500,000 warrants attached to the issue of 1,500,000 shares for cash totaling $3,000,000. The Company has valued these warrants at $3,995,546 and treated this amount as a derivative liability, in accordance with ASC 815. The warrants are exercisable immediately for five years at an exercise price of $2.20. | ||||||||||||||||||
On February 26, 2014, the Company issued 30,975 warrants to agents as part remuneration in respect of the issuance of 1,500,000 shares for cash totaling $3,000,000. The warrants were valued at $82,507 using the Black-Scholes Option Pricing model using the following assumptions: Five-year term, $2.68 stock price, $2.20 exercise price, 241% volatility, 1.5% risk free rate. The Company has treated this amount as a derivative liability, in accordance with ASC 815. Each warrant is exercisable immediately for five years at an exercise price of $2.20 per share. | ||||||||||||||||||
The total 1,530,975 warrants issued on February 26, 2014, have been treated as a derivative liability, which was measured at $4,078,054 as at February 26, 2014. The derivative liability was remeasured as of March 31, 2014, and restated at $4,182,748. The derivative liability was further remeasured as of June 30, 2014, and restated at $2,315,506, resulting in a gain of $1,867,241 for the three months ended June 30, 2014. | ||||||||||||||||||
Below is a table summarizing the warrants issued and outstanding as of June 30, 2014. | ||||||||||||||||||
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 | |||||||||||||
-0.031578947 | ||||||||||||||||||
6/10/13 | 29,750 | 2 | 5.5 | 12/10/18 | 59,500 | |||||||||||||
8/7/13 | 45,000 | 2.4 | 3 | 8/7/16 | 108,000 | |||||||||||||
11/25/13 | 456,063 | 2.4 | 5 | 11/25/18 | 1,094,551 | |||||||||||||
12/31/13 | 64,392 | 2.4 | 5 | 12/31/18 | 154,541 | |||||||||||||
1/28/14 | 10,000 | 2.4 | 3 | 1/28/17 | 24,000 | |||||||||||||
2/26/14 | 1,530,975 | 2.2 | 5 | 2/26/19 | 3,368,145 | |||||||||||||
6/30/14 | 3,456,924 | 1.95 | 4.7 | – | $ | 6,756,489 | ||||||||||||
b) | Options | |||||||||||||||||
On November 17, 2011, the Company adopted and approved the 2011 Equity Incentive Plan for the directors, officers, employees and key consultants of the Company. Pursuant to the Plan, the Company is authorized to issue 900,000 restricted shares, $0.001 par value, of the Company’s common stock. | ||||||||||||||||||
Options to purchase 25,000 shares were granted on May 16, 2014. These options vest in equal six monthly installments over three years from the date of grant, and expire three years after the vesting dates. The exercise prices are $3.00 for options vesting in the first year, $4.00 for options vesting in the second year, and $5.00 for options vesting in the third year. The Company has calculated the estimated fair market value of these options using the Black-Scholes Option Pricing model and the following assumptions: term 3 to 5.5 years, stock price $2.01, exercise prices $3.00-$5.00, 235% volatility, 0.80% risk free rate. | ||||||||||||||||||
Below is a table summarizing the options issued and outstanding as of June 30, 2014. | ||||||||||||||||||
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 | |||||||||||||
5/16/14 | 25,000 | 3.00-5.00 | 3-5.5 | 11/16/17-05/16/20 | 100,000 | |||||||||||||
6/30/14 | 898,300 | $ | 3.89 | 3 | – | $ | 3,498,855 | |||||||||||
Total remaining unrecognized compensation cost related to non-vested stock options is approximately $111,000 and is expected to be recognized over a period of three years. | ||||||||||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Notes to Financial Statements | ' | ||||
Note 8. 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 $1,430,023 (€1,048,020) to help fund the research endeavors of the Company in the area of colorectal cancer. The Company had received the entirety of these funds in respect of approved expenditures as of March 31, 2014. Under the terms of the agreement, the Company is due to repay $429,007 (€314,406) of this amount by installments over the period June 30, 2014 to June 30, 2023. The Company has recorded the balance of $1,001,016 (€733,614) to other income as there is no obligation to repay this amount. In the event that the Company receives revenue from products or services as defined in the agreement, it is due to pay a 6 percent royalty on such revenue to the Walloon Region. The maximum amount payable to the Walloon Region, in respect of the aggregate of the amount repayable of $429,007 (€314,406) and the 6 percent royalty on revenue, 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 | |||||
The Company leases premises and facilities under operating leases with terms ranging from 12 months to 32 months. The annual non-cancelable operating lease payments on these leases are as follows: | |||||
2014 | $ | 90,627 | |||
2015 | $ | 2,645 | |||
Thereafter | $Nil | ||||
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 was for a period of two years from June 1, 2012 to May 31, 2014. The total payments made by the Company in accordance with the agreement were $532,155 (€390,000). On April 16, 2014, the Company entered into an extension of this agreement, for a period of a further two years from June 1, 2014 to May 31, 2016. The total payments to be made by the Company in accordance with the extension of the agreement are $532,155 (€390,000). | |||||
e) Legal Proceedings | |||||
There are no legal proceedings which the Company believes will have a material adverse effect on its financial position. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
Summary Of Significant Accounting Policies 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 | |
Principles of Consolidation | ' |
The accompanying condensed consolidated financial statements for the period ended June 30, 2014 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 June 30, 2014 and December 31, 2013, the Company had $1,808,271 and $888,804, respectively in cash and cash equivalents. | |
Basic and Diluted Net Income (Loss) Per Share | ' |
The Company computes net income (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 income (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. For the three months ended June 30, 2014, 499,947 dilutive warrants were included in the Diluted EPS calculation, and 3,536,288 potentially dilutive warrants and options were excluded from the Diluted EPS calculation as their effect is anti-dilutive. For the six months ended June 30, 2014, 604,579 dilutive warrants and 1,997,593 potentially dilutive warrants and 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_Tables
Intangible Assets (Tables) | 6 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Intangible Assets Tables | ' | ||||||||||||
Patents amortized over their remaining lives | ' | ||||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
Accumulated | Net Carrying | ||||||||||||
Cost | Amortization | Value | |||||||||||
$ | $ | $ | |||||||||||
Patents | 1,314,559 | 312,516 | 1,002,043 | ||||||||||
1,314,559 | 312,516 | 1,002,043 | |||||||||||
June 30, | |||||||||||||
2014 | |||||||||||||
Accumulated | Net Carrying | ||||||||||||
Cost | Amortization | Value | |||||||||||
$ | $ | $ | |||||||||||
Patents | 1,303,972 | 358,562 | 945,410 | ||||||||||
1,303,972 | 358,562 | 945,410 | |||||||||||
Annual estimated amortization schedule | ' | ||||||||||||
2014 - remaining | $ | 48,396 | |||||||||||
2015 | $ | 97,344 | |||||||||||
2016 | $ | 97,344 | |||||||||||
2017 | $ | 97,344 | |||||||||||
2018 | $ | 97,344 |
Warrants_and_Options_Tables
Warrants and Options (Tables) | 6 Months Ended | |||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||
Warrants And Options Tables | ' | |||||||||||||||||
Summary of Warrants Issued And Outstanding | ' | |||||||||||||||||
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 | |||||||||||||
-0.031578947 | ||||||||||||||||||
6/10/13 | 29,750 | 2 | 5.5 | 12/10/18 | 59,500 | |||||||||||||
8/7/13 | 45,000 | 2.4 | 3 | 8/7/16 | 108,000 | |||||||||||||
11/25/13 | 456,063 | 2.4 | 5 | 11/25/18 | 1,094,551 | |||||||||||||
12/31/13 | 64,392 | 2.4 | 5 | 12/31/18 | 154,541 | |||||||||||||
1/28/14 | 10,000 | 2.4 | 3 | 1/28/17 | 24,000 | |||||||||||||
2/26/14 | 1,530,975 | 2.2 | 5 | 2/26/19 | 3,368,145 | |||||||||||||
6/30/14 | 3,456,924 | 1.95 | 4.7 | – | $ | 6,756,489 | ||||||||||||
Summary of options issued and outstanding | ' | |||||||||||||||||
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 | |||||||||||||
5/16/14 | 25,000 | 3.00-5.00 | 3-5.5 | 11/16/17-05/16/20 | 100,000 | |||||||||||||
6/30/14 | 898,300 | $ | 3.89 | 3 | – | $ | 3,498,855 | |||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Commitments And Contingencies Tables | ' | ||||
Operating lease payments | ' | ||||
2014 | $ | 90,627 | |||
2015 | $ | 2,645 | |||
Thereafter | $Nil | ||||
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 47 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | |
Going Concern Details Narrative | ' | ' | ' | ' | ' |
Net Income (Loss) | $816,804 | ($1,047,491) | ($1,377,623) | ($1,955,288) | ($12,673,545) |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Narrative) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Dilutive Warrants [Member] | Potentially dilutive warrants and options [Member] | Potentially dilutive warrants and options [Member] | Dilutive Warrants [Member] | |||
Cash and Cash Equivalents | $1,808,271 | $888,804 | ' | ' | ' | ' |
Dilutive warrants | ' | ' | 499,947 | ' | ' | 604,579 |
Potentially dilutive warrants and options | ' | ' | ' | 3,536,288 | 1,997,593 | ' |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Cost | $1,303,972 | $1,314,559 |
Accumulated Amortization | 358,562 | 312,516 |
Net Carrying Value | 945,410 | 1,002,043 |
Patents [Member] | ' | ' |
Cost | 1,303,972 | 1,314,559 |
Accumulated Amortization | 358,562 | 312,516 |
Net Carrying Value | $945,410 | $1,002,043 |
Intangible_Assets_Details_1
Intangible Assets (Details 1) (USD $) | Jun. 30, 2014 |
Intangible Assets Details 1 | ' |
2014 - Remaining | $48,396 |
2015 | 97,344 |
2016 | 97,344 |
2017 | 97,344 |
2018 | $97,344 |
Intangible_Assets_Details_Narr
Intangible Assets (Details Narrative) (USD $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Amortization expense | $48,948 | $114,879 |
Impairment loss | $0 | $350,000 |
Minimum [Member] | ' | ' |
Intangible Assets Remaining amortized life | '9 years | ' |
Amortization of long-lived asset on straight line basis | '13 years | ' |
Maximum [Member] | ' | ' |
Intangible Assets Remaining amortized life | '17 years | ' |
Amortization of long-lived asset on straight line basis | '20 years | ' |
Warrants_And_Options_Details
Warrants And Options (Details) (Warrant [Member], USD $) | 6 Months Ended |
Jun. 30, 2014 | |
On 03/15/11 [Member] | ' |
Number Outstanding | 200,000 |
Exercise Price | $0.50 |
Contractual Life (Years) | '5 years |
Expiration Date | 15-Mar-16 |
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 | 24-Mar-16 |
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 | 1-Apr-16 |
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 | 21-Jun-16 |
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 | 13-Jul-16 |
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 | 10-May-16 |
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 | 10-May-15 |
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 | 20-Mar-16 |
Value if Exercised | 494,000 |
On 03/20/13 [Member] | Maximum [Member] | ' |
Expiration Date | 20-Dec-19 |
On 06/10/13 [Member] | ' |
Number Outstanding | 29,750 |
Exercise Price | $2 |
Contractual Life (Years) | '5 years 6 months |
Expiration Date | 10-Dec-18 |
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 | 7-Aug-16 |
Value if Exercised | 108,000 |
On 11/25/13 [Member] | ' |
Number Outstanding | 456,063 |
Exercise Price | $2.40 |
Contractual Life (Years) | '5 years |
Expiration Date | 25-Nov-18 |
Value if Exercised | 1,094,551 |
On 12/31/2013 [Member] | ' |
Number Outstanding | 64,392 |
Exercise Price | $2.40 |
Contractual Life (Years) | '5 years |
Expiration Date | 31-Dec-18 |
Value if Exercised | 154,541 |
On 01/28/14 [Member] | ' |
Number Outstanding | 10,000 |
Exercise Price | $2.40 |
Contractual Life (Years) | '3 years |
Expiration Date | 28-Jan-17 |
Value if Exercised | 24,000 |
On 02/26/14 [Member] | ' |
Number Outstanding | 1,530,975 |
Exercise Price | $2.20 |
Contractual Life (Years) | '5 years |
Expiration Date | 26-Feb-19 |
Value if Exercised | 3,368,145 |
On 06/30/14 [Member] | ' |
Number Outstanding | 3,456,924 |
Exercise Price | $1.95 |
Contractual Life (Years) | '4 years 8 months 12 days |
Value if Exercised | $6,756,489 |
Warrants_And_Options_Details_1
Warrants And Options (Details 1) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Issued on 06/30/14 [Member] | ' |
Number Outstanding | 898,300 |
Exercise Price | $3.89 |
Value if Exercised | $3,498,855 |
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 | 25-May-15 |
Issued On 11/25/11 [Member] | Maximum [Member] | ' |
Exercise Price | $5 |
Expiration Date | 25-Nov-17 |
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 | 1-Mar-16 |
Issued On 09/01/12 [Member] | Maximum [Member] | ' |
Exercise Price | $6.31 |
Expiration Date | 1-Sep-18 |
Issued On 12/13/12 [Member] | ' |
Number Outstanding | 100,000 |
Exercise Price | $3.01 |
Contractual Life (Years) | '3 years |
Expiration Date | 13-Dec-15 |
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 | 20-Sep-16 |
Issued On 03/20/13 [Member] | Maximum [Member] | ' |
Exercise Price | $4.35 |
Expiration Date | 20-Mar-19 |
Issued on 09/02/13 [Member] | ' |
Number Outstanding | 16,300 |
Value if Exercised | 54,605 |
Issued on 09/02/13 [Member] | Minimum [Member] | ' |
Exercise Price | $2.35 |
Issued on 09/02/13 [Member] | Maximum [Member] | ' |
Exercise Price | $4.35 |
Issued on 05/16/14 [Member] | ' |
Number Outstanding | 25,000 |
Value if Exercised | $100,000 |
Issued on 05/16/14 [Member] | Minimum [Member] | ' |
Exercise Price | $3 |
Issued on 05/16/14 [Member] | Maximum [Member] | ' |
Exercise Price | $5 |
Issued on 09/02/13 [Member] | ' |
Contractual Life (Years) | '3 years |
Issued on 09/02/13 [Member] | Minimum [Member] | ' |
Expiration Date | 2-Mar-14 |
Issued on 09/02/13 [Member] | Maximum [Member] | ' |
Expiration Date | 2-Sep-16 |
Issued on 05/16/14 [Member] | Minimum [Member] | ' |
Contractual Life (Years) | '3 years |
Expiration Date | 16-Nov-17 |
Issued on 05/16/14 [Member] | Maximum [Member] | ' |
Contractual Life (Years) | '5 years 6 months |
Expiration Date | 16-May-20 |
Issued on 06/30/14 [Member] | ' |
Contractual Life (Years) | '3 years |
Warrants_And_Options_Details_N
Warrants And Options (Details Narrative) (USD $) | 3 Months Ended |
Jun. 30, 2014 | |
Notes to Financial Statements | ' |
Derivative liability restated | $2,315,506 |
Gain in derivative liability | $1,867,241 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Jun. 30, 2014 |
Commitments And Contingencies Details | ' |
2014 | $90,627 |
2015 | 2,645 |
Thereafter | ' |