Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 10, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | VOLITIONRX LTD | ||
Entity Central Index Key | 93,314 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
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 | 26,128,049 | ||
Entity Public Float | $ 56,228,820 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 21,678,734 | $ 5,916,006 |
Prepaid expenses | 165,927 | 152,926 |
Other current assets | 166,887 | 153,723 |
Total Current Assets | 22,011,548 | 6,222,655 |
Property and equipment, net | 2,119,027 | 783,805 |
Intangible assets, net | 602,193 | 705,381 |
Total Assets | 24,732,768 | 7,711,841 |
LIABILITIES | ||
Accounts payable | 281,179 | 323,513 |
Accrued liabilities | 1,439,275 | 388,647 |
Management and directors' fees payable | 81,057 | 71,893 |
Current portion of long-term debt | 30,655 | |
Current portion of capital lease liabilities | 119,016 | 81,338 |
Deferred grant income | 45,510 | 219,360 |
Current portion of grant repayable | 36,804 | 34,899 |
Total Current Liabilities | 2,033,496 | 1,119,650 |
Long-term debt | 432,027 | |
Capital lease liabilities | 889,810 | 299,863 |
Grant repayable | 202,325 | 248,009 |
Total Liabilities | 3,557,658 | 1,667,522 |
STOCKHOLDERS' EQUITY | ||
Common Stock Authorized: 100,000,000 shares, at $0.001 par value Issued and outstanding: 26,126,049 shares and 18,763,272 shares respectively | 26,126 | 18,763 |
Additional paid-in capital | 62,287,252 | 35,149,420 |
Accumulated other comprehensive loss | (193,297) | (84,171) |
Accumulated Deficit | (40,944,971) | (29,039,693) |
Total Stockholders' Equity | 21,175,110 | 6,044,319 |
Total Liabilities and Stockholders' Equity | $ 24,732,768 | $ 7,711,841 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
STOCKHOLDERS' EQUITY | ||
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 26,126,049 | 18,763,272 |
Common Stock, shares outstanding | 26,126,049 | 18,763,272 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Statements Of Operations And Comprehensive Loss | ||
Revenue | ||
Operating Expenses | ||
General and administrative | 741,655 | 669,016 |
Professional fees | 2,366,057 | 1,606,259 |
Salaries and office administrative fees | 2,321,376 | 1,628,726 |
Research and development | 6,837,515 | 6,101,718 |
Total Operating Expenses | 12,266,603 | 10,005,719 |
Net Operating Loss | (12,266,603) | (10,005,719) |
Other Income (Expenses) | ||
Grants received | 361,325 | 146,812 |
Other expenses | (15,683) | |
Gain on derivative re-measurement | 339,744 | |
Net Other Income | 361,325 | 470,873 |
Provision for income taxes | 4,604 | |
Net Loss | (11,905,278) | (9,530,242) |
Other Comprehensive (Loss) Gain | ||
Foreign currency translation adjustments | (109,126) | 19,661 |
Total Other Comprehensive (Loss) Gain | (109,126) | 19,661 |
Net Comprehensive Loss | $ (12,014,404) | $ (9,510,581) |
Net Loss per Share - Basic and Diluted | $ (0.52) | $ (0.54) |
Weighted Average Shares Outstanding - Basic and Diluted | 23,049,089 | 17,731,809 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Activities | ||
Net loss | $ (11,905,278) | $ (9,530,242) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 309,406 | 236,340 |
Loss on disposal of property & equipment | 3,668 | |
Stock based compensation | 1,678,748 | 1,493,334 |
Common stock and warrants issued for services | 164,173 | (42,131) |
Non-operating income - grants received | (361,325) | (146,812) |
Gain on derivative re-measurement | (339,744) | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (13,168) | (12,687) |
Other current assets | (22,859) | (108,603) |
Accounts payable and accrued liabilities | 1,090,942 | (95,729) |
Net Cash Used In Operating Activities | (9,055,693) | (8,546,274) |
Investing Activities | ||
Purchases of property and equipment | (415,091) | (77,195) |
Purchase of patents | (55,000) | |
Net Cash Used in Investing Activities | (415,091) | (132,195) |
Financing Activities | ||
Net proceeds from issuance of common shares | 25,302,274 | 12,497,621 |
Proceeds from debt payable | 474,769 | |
Grants received | 361,325 | 146,812 |
Grants repaid | (36,135) | (33,174) |
Deferred grant income | (170,343) | 48,191 |
Payments on capital lease obligations | (552,534) | (216,945) |
Net Cash Provided By Financing Activities | 25,379,356 | 12,442,505 |
Effect of foreign exchange on cash and cash equivalents | (145,844) | 13,006 |
Increase in cash and cash equivalents | 15,762,728 | 3,777,042 |
Cash and cash equivalents - Beginning of Period | 5,916,006 | 2,138,964 |
Cash and cash equivalents - End of Period | 21,678,734 | 5,916,006 |
Supplemental Disclosures of Cash Flow Information | ||
Interest paid | 20,378 | 7,326 |
Income tax paid | ||
Non Cash Financing Activities: | ||
Common stock issued on cashless exercises of stock options | 54 | 33 |
Reduction in derivative liability | 1,237,896 | |
Capital lease obligation for equipment purchases | $ 1,008,826 | $ 381,201 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Common Stock | Additional Paid-In Capital | Other Comprehensive Loss | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2014 | 14,691,332 | ||||
Beginning Balance, Amount at Dec. 31, 2014 | $ 14,691 | $ 19,966,771 | $ (103,832) | $ (19,509,451) | $ 368,179 |
Common stock issued for cash, net of issuance costs, Shares | 4,038,883 | ||||
Common stock issued for cash, net of issuance costs, Amount | $ 4,039 | 12,493,583 | 12,497,622 | ||
Common stock issued for cashless exercise of stock options, Shares | 33,057 | ||||
Common stock issued for cashless exercise of stock options, Amount | $ 33 | (33) | |||
Employee stock options granted for services | 1,493,334 | 1,493,334 | |||
Change in derivative liability | 1,237,896 | 1,237,896 | |||
Re-measurement of warrants | (42,131) | (42,131) | |||
Other comprehensive income | 19,661 | 19,661 | |||
Net loss for the year | (9,530,242) | (9,530,242) | |||
Ending Balance, Shares at Dec. 31, 2015 | 18,763,272 | ||||
Ending Balance, Amount at Dec. 31, 2015 | $ 18,763 | 35,149,420 | (84,171) | (29,039,693) | 6,044,319 |
Common stock issued for cash, net of issuance costs, Shares | 7,309,120 | ||||
Common stock issued for cash, net of issuance costs, Amount | $ 7,309 | 25,294,965 | 25,302,274 | ||
Common stock issued for cashless exercise of stock options, Shares | 53,657 | ||||
Common stock issued for cashless exercise of stock options, Amount | $ 54 | (54) | |||
Employee stock options granted for services | 1,678,748 | 1,678,748 | |||
Warrants granted for services | 164,173 | 164,173 | |||
Other comprehensive income | (109,126) | (109,126) | |||
Net loss for the year | (11,905,278) | (11,905,278) | |||
Ending Balance, Shares at Dec. 31, 2016 | 26,126,049 | ||||
Ending Balance, Amount at Dec. 31, 2016 | $ 26,126 | $ 62,287,252 | $ (193,297) | $ (40,944,971) | $ 21,175,110 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 1 - Nature of Operations | The Company was incorporated under the laws of the State of Delaware on September 24, 1998. On September 22, 2011, the Company filed a Certificate for Renewal and Revival of Charter with Secretary of State of Delaware. Pursuant to Section 312(1) of the Delaware General Corporation Law, the Company was revived under the new name of VolitionRX Limited. The name change to VolitionRX Limited was approved by FINRA on October 7, 2011 and became effective on October 11, 2011. On October 6, 2011, the Company entered into a share exchange agreement with Singapore Volition Pte Limited., a Singapore corporation (Singapore Volition), and the shareholders of Singapore Volition, which was incorporated on August 5, 2010. Pursuant to the terms of the share exchange agreement, the former shareholders of Singapore Volition held 85% of the issued and outstanding common shares of the Company. The issuance was deemed to be a reverse acquisition for accounting purposes. Singapore Volition, the acquired entity, is regarded as the predecessor entity as of October 6, 2011. The number of shares outstanding and per share amounts has been restated to recognize the recapitalization. All comparative financial data in these financial statements is that of Singapore Volition. The Companys principal business objective through its subsidiaries is to develop and bring to market simple, easy to use blood-based cancer tests to accurately diagnose a range of cancers. The tests are based on the science of Nucleosomics®, which is the practice of identifying and measuring nucleosomes in the bloodstream or other bodily fluid an indication that disease is present. The Company has one wholly-owned subsidiary, Singapore Volition, which it acquired through a share exchange entered into on October 6, 2011. Singapore Volition has two wholly owned subsidiaries, Belgian Volition SPRL, a Belgium private limited liability company (Belgian Volition), which it acquired as of September 22, 2010, and Hypergenomics Pte Limited (Hypergenomics), which it formed as of March 7, 2011. Belgian Volition, has two wholly owned subsidiaries, Volition Diagnostics UK Limited, which it formed as of November 13, 2015 and Volition America, Inc., which it formed as of February 3, 2017 (see Note 11 to Consolidated Financial Statements). Following the acquisition of Singapore Volition the Companys fiscal year end was changed from August 31 to December 31. The financial statements are prepared on a consolidated basis. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
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 (U.S. GAAP) 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 $40,944,971, has negative cash flows from operations, and currently no 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 financings as may be required to sustain its operations. Management's plan to address these needs 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 Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 3 - Summary of Significant Accounting Policies | Basis of Presentation The financial statements of the Company have been prepared in accordance with U.S. GAAP and are expressed in U.S. dollars. The Companys fiscal year end is December 31. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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 experiences 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 Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations could be affected. Principles of Consolidation The accompanying consolidated financial statements for the year ended December 31, 2016 include the accounts of the Company and its wholly-owned subsidiaries, Singapore Volition, Belgian Volition, Hypergenomics and Volition Diagnostics UK Limited. 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. At December 31, 2016 and December 31, 2015, the Company had $21,678,734 and $5,916,006, respectively in cash and cash equivalents. At December 31, 2016 and December 31, 2015, the Company had approximately $17,154,377 and $762,187 in its domestic accounts in excess of Federal Deposit Insurance Corporation insured limits, respectively. At December 31, 2016 and December 31, 2015, the Company had approximately $2,401,894 and $395,100 in its foreign accounts in excess of the Belgian Deposit Guarantee insured limits, respectively. At December 31, 2016 and December 31, 2015, the Company had approximately $1,719,937 and $4,338,088 in its foreign accounts in excess of the Singapore Deposit Insurance Scheme, respectively. At December 31, 2016 and December 31, 2015, the Company had $nil and $nil, respectively, in its foreign accounts in excess of the UK Deposit Protection Scheme. 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 December 31, 2016, 2,548,666 dilutive warrants and options were excluded from the Diluted EPS calculation as their effect is anti-dilutive. As of December 31, 2015, 2,257,809 dilutive warrants and options were excluded from the Diluted EPS calculation as their effect is anti-dilutive. Foreign Currency Translation The Company has functional currencies in the Euro, the United States dollar and British Pounds Sterling 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. Financial Instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Companys financial instruments consist principally of cash, accounts receivable, accounts payable, accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on Level 1 inputs, which consists of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Income Taxes Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Accounting for Income Taxes as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. Comprehensive Loss ASC 220, Comprehensive Loss, Property and Equipment Property and equipment is stated at cost and is amortized on a straight-line basis over the assets estimated useful life, at the following rates: Computer equipment and computer software 3 years Laboratory equipment 5 years Equipment held under capital lease 5 years Office furniture and equipment 5 years Buildings 30 years Land Not amortized At December 31, 2016, the asset held under the Buildings category had not been amortized, as the asset had not been placed into service. Occupation of the building is expected to occur in March 2017. See Note 10(c), for additional details of the purchase of the building. Intangible Assets Intangible assets are stated at cost and are amortized on a straight line basis, at the following rates: Patents and Intellectual Property 8 years to 20 years Revenue Recognition The Company recognizes revenue when all of the following have occurred (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable and (iv) the ability to collect is reasonably assured. Research and Development In accordance with ASC 730, the Company follows the policy of expensing its research and development costs in the period in which they are incurred. The Company incurred research and development expenses of $6,837,515 and $6,101,718 during the years ended December 31, 2016 and 2015, respectively. Impairment of Long-Lived Assets In accordance with ASC 360, Property Plant and Equipment Stock-Based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation Stock Compensation Equity-Based Payments to Non-Employees Grants received The Company receives funding from public bodies for a proportion of the costs of specific projects. Funds are received in line with claims submitted for the agreed expenditure. The Company recognizes grant income once claims submitted are approved and funds are received. General working capital funding received at the commencement of a project is treated as deferred income until it has been utilized for the expenditure claimed. Funding received that is repayable is shown as a liability. Reclassification Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation. Recent Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 4 - Property and Equipment | The Companys property and equipment consist of the following amounts as of December 31, 2016 and 2015: December 31, 2016 Accumulated Net Carrying Cost Depreciation Value $ $ $ Computer equipment and computer software 157,002 68,229 88,773 Laboratory equipment 313,655 151,541 162,114 Equipment held under capital lease 578,830 183,296 395,534 Office furniture and equipment 32,932 23,361 9,571 Buildings 1,378,911 - 1,378,911 Land 84,124 - 84,124 2,545,454 426,427 2,119,027 December 31, 2015 Accumulated Net Carrying Cost Depreciation Value $ $ $ Computer equipment and computer software 72,317 45,731 26,586 Laboratory equipment 319,209 108,589 210,620 Equipment held under capital lease 600,325 70,038 530,287 Office furniture and equipment 34,155 17,843 16,312 Buildings - - - Land - - - 1,026,006 242,201 783,805 On April 8, 2015 the Company entered into a five year capital lease to purchase three Tecan machines (automated liquid handling robots) for a total sum of $578,830 (550,454). Effective, October 25, 2016 the Company entered into a Real Estate Capital Lease Agreement to purchase real property for a total sum of $1,177,736 (1,120,000). See Note 10(c), for additional details of the building purchase and the capital lease. During the years ended December 31, 2016 and 2015, the Company recognized $222,944 and $150,439 in depreciation expense respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 5 - Intangible Assets | The Companys intangible assets consist of intellectual property and patents, mainly acquired in the acquisition of ValiBio SA. The patents and intellectual property are being amortized over the assets estimated useful lives, which range from 8 to 20 years. December 31, 2016 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,085,133 482,940 602,193 1,085,133 482,940 602,193 December 31, 2015 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,119,302 413,921 705,381 1,119,302 413,921 705,381 On February 20, 2015, the Company purchased the Nucleosomics® WO2005019826: Detection of Histone Modifications in Cell-Free Nucleosomes patent (i.e. the patent that underlies the Nu.Q TM During the years ended December 31, 2016 and 2015, the Company recognized $86,462 and $85,901 in amortization expense respectively. No impairment losses were recognized during the years ended December 31, 2015 and December 31, 2016. The Company amortizes the long-lived assets on a straight line basis with terms of 8 to 20 years. The annual estimated amortization schedule over the next five years is as follows: 2017 $ 82,750 2018 $ 82,750 2019 $ 82,750 2020 $ 82,750 2021 $ 82,750 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, 2016. The result of this review confirmed that the fair value of the patents exceeded their carrying value as of December 31, 2016. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 6 - Related Party Transactions | The Company has an agreement with a related party for consultancy services for a Company subsidiary. See Note 10 for obligations under the agreement. The Company issued shares of common stock to related parties upon the exercise of warrants and stock options. See Note 7 for details regarding such issuances. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 7 - Common Stock | On October 7, 2016, the Company held its annual meeting of stockholders. At the annual meeting, among other things, the Companys stockholders approved the Second Amended and Restated Certificate of Incorporation (the Restated Certificate), eliminating all provisions relating to preferred stock, par value $0.001. The Restated Certificate had previously been approved by the Board of Directors of the Company on August 5, 2016, subject to the approval of the Companys stockholders. The Restated Certificate, including the elimination of all provisions relating to preferred stock, became effective upon its filing with the Secretary of State of the State of Delaware on October 7, 2016. 2016 On January 15, 2016, warrants to purchase 100,000 shares of common stock were exercised at a price of $0.50 per share, for net cash proceeds to the Company of $50,000. On March 22, 2016, 100,000 warrants were exercised at a price of $0.50 per share, for net cash proceeds of $50,000. As a result, a total of 100,000 shares of common stock were issued. On March 23, 2016, the Company issued 4,334,615 shares of common stock at a price of $3.25 per share, for net cash proceeds of approximately $13.1 million. Additionally, $0.3 million was incurred on legal expenses and stock market listing fees, giving net proceeds of $12.8 million. On March 29, 2016, 100,000 warrants were exercised at a price of $0.50 per share, for net cash proceeds of $50,000. As a result, a total of 100,000 shares of common stock were issued. On April 20, 2016, 2,601 warrants were exercised at a price of $2.60 per share, for net cash proceeds of $6,763. As a result, a total of 2,601 shares of common stock were issued. On May 20, 2016, stock options were exercised to purchase 88,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 13,419 shares of common stock. On May 24, 2016, stock options were exercised to purchase 8,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 1,122 shares of common stock. On May 25, 2016, stock options were exercised to purchase 9,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 1,011 shares of common stock. On June 10, 2016, 5,484 warrants were exercised at a price of $0.50 per share, for net cash proceeds of $2,742. As a result, a total of 5,484 shares of common stock were issued. On June 14, 2016, 94,516 warrants were exercised at a price of $0.50 per share, for net cash proceeds of $47,258. As a result, a total of 94,516 shares of common stock were issued. On June 16, 2016, stock options were exercised to purchase 29,000 shares of our common stock at $2.50 to $3.00 per share in cashless exercises that resulted in the issuance of 5,179 shares of common stock. On September 21, 2016, 12,500 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $27,500. As a result, a total of 12,500 shares of common stock were issued. On September 28, 2016, warrants to purchase 75,000 shares of common stock were exercised at a price of $2.20 per share, for net cash proceeds to the Company of $165,000. As a result, a total of 75,000 shares of common stock were issued. On October 5, 2016, the Company issued 2,250,000 shares of common stock at a price of $5.00 per share, for net cash proceeds of approximately $10.7 million. Additionally, $0.1 million was expensed on further legal expenses and stock market listing fees, giving net proceeds of approximately $10.6 million. On October 21, 2016, the Company issued 234,404 shares of common stock at a price of $5.00 per share, for net cash proceeds of approximately $1.1 million. On November 11, 2016, stock options were exercised to purchase 4,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 1,209 shares of common stock. On November 18, 2016, stock options were exercised to purchase 55,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 18,168 shares of common stock. On November 22, 2016, stock options were exercised to purchase 5,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 1,551 shares of common stock. On November 25, 2016, stock options were exercised to purchase 37,000 shares of our common stock at $3.00 per share in cashless exercise that resulted in the issuance of 11,998 shares of common stock. 2015 On February 6, 2015, the Company issued 2,475,000 shares of common stock at a price of $3.75 per share, for net cash proceeds of approximately $8.5 million. Additionally, $0.3 million was expensed on further legal expenses and stock market listing fees, giving net proceeds of approximately $8.2 million. On February 13, 2015, the Company issued 343,383 shares of common stock at a price of $3.75 per share, for net cash proceeds of approximately $1.2 million. On February 23, 2015, 25,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $55,000. As a result, a total of 25,000 shares of common stock were issued. On March 6, 2015, 400,000 shares of common stock were issued at a price of $3.75 per share, for net cash proceeds of $1.5 million. On June 11, 2015, 100,000 warrants were exercised at a price of $0.50 per share, for net cash proceeds of $50,000. As a result, a total of 100,000 shares of common stock were issued. On July 20, 2015, 25,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $55,000. As a result, a total of 25,000 shares of common stock were issued. On September 16, 2015, 12,500 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $27,500. As a result, a total of 12,500 shares of common stock were issued. On October 6, 2015, 100,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $220,000. As a result, a total of 100,000 shares of common stock were issued. On October 28, 2015, 300,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $660,000. As a result, a total of 300,000 shares of common stock were issued. On November 18, 2015, stock options were exercised to purchase 20,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 4,810 shares of common stock. On December 1, 2015, 8,000 warrants were exercised at a price of $2.40 per share, for net cash proceeds of $19,200. As a result, a total of 8,000 shares of common stock were issued. On December 2, 2015, stock options were exercised to purchase 50,000 shares of our common stock at $3.01 per share in cashless exercises that resulted in the issuance of 14,081 shares of common stock. On December 9, 2015, stock options were exercised to purchase 50,000 shares of our common stock at $3.01 per share in cashless exercises that resulted in the issuance of 14,166 shares of common stock. On December 14, 2015, 250,000 warrants were exercised at a price of $1.05 per share, for net cash proceeds of $262,500. As a result, a total of 250,000 shares of common stock were issued. |
Warrants And Options
Warrants And Options | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 8 - Warrants and Options | a) Warrants 2016 The following table summarizes the changes in warrants outstanding of the Company during the year ended December 31, 2016: Number of Warrants Weighted Average Exercise Price ($) Outstanding, December 31, 2015 2,612,739 2.07 Granted 40,000 4.53 Exercised (490,101 ) 0.81 Expired - - Outstanding, December 31, 2016 2,162,638 2.40 Exercisable, December 31, 2016 2,012,638 2.39 On January 15, 2016, warrants to purchase 100,000 shares of common stock were exercised at a price of $0.50 per share, for net cash proceeds to the Company of $50,000. On March 22, 2016, 100,000 warrants were exercised at a price of $0.50 per share, for net cash proceeds of $50,000. As a result, a total of 100,000 shares of common stock were issued. On March 29, 2016, 100,000 warrants were exercised at a price of $0.50 per share, for net cash proceeds of $50,000. As a result, a total of 100,000 shares of common stock were issued. On April 20, 2016, 2,601 warrants were exercised at a price of $2.60 per share, for net cash proceeds of $6,763. As a result, a total of 2,601 shares of common stock were issued. Effective May 4, 2016, the Company amended the expiry period of warrants to purchase 341,458 shares, originally granted on May 11, 2012, with an exercise price of $2.60. The expiration period was extended from May 10, 2016 to May 10, 2017 for all 341,458 stock options. On June 10, 2016, 5,484 warrants were exercised at a price of $0.50 per share, for net cash proceeds of $2,742. As a result, a total of 5,484 shares of common stock were issued. On June 14, 2016, 94,516 warrants were exercised at a price of $0.50 per share, for net cash proceeds of $47,258. As a result, a total of 94,516 shares of common stock were issued. Effective July 11, 2016, the Company amended the expiry period of warrants to purchase 45,000 shares, originally granted on August 7, 2013, with an exercise price of $2.40. The expiration period was extended from August 7, 2016 to August 7, 2017 for all 45,000 stock options. On September 21, 2016, 12,500 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $27,500. As a result, a total of 12,500 shares of common stock were issued. On September 28, 2016, 75,000 warrants were exercised at a price of $0.50 per shares, for net cash proceeds of $165,000. As a result, a total of 75,000 shares of common stock were issued. On November 14, 2016, the Company granted warrants to purchase 40,000 shares of common stock at an exercise price of $4.53 per share. These warrants vested on the date of grant and expire four years from the date of vesting. The Company has calculated the estimated fair market value of these warrants at $101,830, using the Black-Scholes Option Pricing model and the following assumptions: term: four years, stock price: $4.28, exercise price: $4.53, 82.9% volatility, 1.7% risk free rate. 2015 On February 23, 2015, 25,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $55,000. As a result, a total of 25,000 shares of common stock were issued. On May 10, 2015, 26,685 warrants with an exercise price of $1.75 per share terminated by their terms. On June 11, 2015, 100,000 warrants were exercised at a price of $0.50 per share, for net cash proceeds of $50,000. As a result, a total of 100,000 shares of common stock were issued. On July 20, 2015, 25,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $55,000. As a result, a total of 25,000 shares of common stock were issued. On September 16, 2015, 12,500 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $27,500. As a result, a total of 12,500 shares of common stock were issued. On October 6, 2015, 100,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $220,000. As a result, a total of 100,000 shares of common stock were issued. On October 28, 2015, 300,000 warrants were exercised at a price of $2.20 per share, for net cash proceeds of $660,000. As a result, a total of 300,000 shares of common stock were issued. On December 1, 2015, 8,000 warrants were exercised at a price of $2.40 per share, for net cash proceeds of $19,200. As a result, a total of 8,000 shares of common stock were issued. On December 14, 2015, 250,000 warrants were exercised at a price of $1.05 per share, for net cash proceeds of $262,500. As a result, a total of 250,000 shares of common stock were issued. Below is a table summarizing the warrants issued and outstanding as of December 31, 2016, which have a weighted average exercise price of $2.40 per share and a weighted average remaining contractual life of 1.90 years. Date Number Number Exercise Contractual Weighted Average Remaining Contractual Life Expiration Proceeds to Company if Issued Outstanding Exercisable Price ($) Life (Years) (Years) Date Exercised ($) 05/11/12 341,458 341,458 2.60 5.0 0.06 05/10/17 887,791 03/20/13 150,000 - 2.47 3.0 to 6.5 0.28 03/20/16 370,500 to 12/20/19 06/10/13 29,750 29,750 2.00 5.0 0.02 06/10/18 59,500 08/07/13 45,000 45,000 2.40 4.0 0.01 08/07/17 108,000 11/25/13 456,063 456,063 2.40 5.0 0.40 11/25/18 1,094,551 12/31/13 64,392 64,392 2.40 5.0 0.06 12/31/18 154,541 01/28/14 2,000 2,000 2.40 3.0 0.00 01/28/17 4,800 02/26/14 980,975 980,975 2.20 5.0 0.98 02/26/19 2,158,145 09/05/14 10,000 10,000 2.40 3.0 0.00 09/05/17 24,000 09/26/14 24,000 24,000 3.00 3.0 0.01 09/26/17 72,000 11/17/14 19,000 19,000 3.75 3.0 0.01 11/17/17 71,250 11/14/16 40,000 40,000 4.53 4.0 0.07 11/14/20 181,200 2,162,638 2,012,638 1.90 5,186,278 b) Options The Company currently has options outstanding under both its 2011 Equity Incentive Plan (the 2011 Plan) (for option issuances prior to 2016) and its 2015 Stock Incentive Plan (as amended, the 2015 Plan) (for option issuances commencing in 2016). Effective as of January 1, 2016, no additional awards were or may be made under the 2011 Plan. The 2015 Plan was adopted by the Board of Directors on August 18, 2015 and approved by the stockholders at an annual meeting held on October 30, 2015. On August 5, 2016, the Board of Directors adopted an amendment to the 2015 Plan to increase the number of shares of common stock available for issuance under such Plan by 750,000 shares to an aggregate maximum of 1,750,000 shares, which amendment was approved by the stockholders at an annual meeting held on October 7, 2016. The 2015 Plan permits the grant of incentive stock options, non-statutory stock options, restricted stock awards, stock bonus awards, stock appreciation rights, restricted stock units and performance awards. The primary purpose of the 2015 Plan is to enhance the Companys ability to attract and retain the services of qualified employees, officers, directors, consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Companys business largely depends, and to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company that is tied to the Companys performance, thereby giving them an interest in the success and increased value of the Company. The 2015 Plan is administered by the Compensation Committee comprised solely of members of the Board of Directors or by the Board of Directors as a whole. The following table summarizes the changes in options outstanding of the Company during the year ended December 31, 2016: Number of Options Weighted Average Exercise Price ($) Outstanding, December 31, 2015 1,830,300 3.53 Granted 825,000 4.03 Exercised (235,000 ) 2.97 Expired (36,000 ) 4.31 Outstanding, December 31, 2016 2,384,300 3.75 Exercisable, December 31, 2016 1,565,133 3.60 2016 On March 1, 2016, stock options to purchase 5,000 shares of common stock expired unexercised. On April 15, 2016, the Company granted options to purchase 775,000 shares, at an exercise price of $4.00 per share, pursuant to the 2015 Stock Incentive Plan (2015 Plan). These options vest in full twelve months from the date of grant and expire five years from the date of vesting. The Company has calculated the estimated fair market value of these options at $2,035,060, using the Black-Scholes Option Pricing model and the following assumptions: term 6 years, stock price $3.75, exercise price $4.00, 84.4% volatility, 1.22% risk free rate. On May 20, 2016, stock options were exercised to purchase 88,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 13,419 shares of common stock. On May 24, 2016, stock options were exercised to purchase 8,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 1,122 shares of common stock. On May 25, 2016, stock options were exercised to purchase 9,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 1,011 shares of common stock. On June 16, 2016, stock options were exercised to purchase 29,000 shares of our common stock at $2.50 to $3.00 per share in cashless exercises that resulted in the issuance of 5,179 shares of common stock. On June 23, 2016, the Company granted options to purchase 15,000 shares, at an exercise price of $4.00 per share, pursuant to the 2015 Plan. The options will vest in full twelve months from the date of grant and will expire five years from the date of vesting. The Company has calculated the estimated fair market value of these options at $33,938, using the Black-Scholes Option Pricing model and the following assumptions: term 6 years, stock price $3.35, exercise price $4.00, 83.11% volatility, 1.25% risk free rate. Effective June 27, 2016, the Company amended the expiry period of 37,000 options, originally granted pursuant to Stock Option Agreements dated March 20, 2013, with an exercise price of $2.35 to $4.35 per share. The expiration period was extended from three to four years from the date of vesting for all 37,000 stock options. The result was deemed to be immaterially different to the original calculation and the financial statements were not adjusted. Effective June 27, 2016, the Company amended the expiry period of 16,300 options, originally granted on pursuant to Stock Option Agreements dated September 2, 2013, with an exercise price of $2.35 to $4.35 per share. The expiration period was extended from three to four years from the date of vesting for all 16,300 stock options. The result was deemed to be immaterially different to the original calculation and the financial statements were not adjusted. On June 30, 2016, stock options to purchase 26,000 shares of common stock expired unexercised. On September 1, 2016, stock options to purchase 5,000 shares of common stock expired unexercised. On September 13, 2016, the Company granted options to purchase 25,000 shares, at an exercise price of $4.65 per share, pursuant to the 2015 Plan. The options will vest in full twelve months from the date of grant and will expire five years from the date of vesting. The Company has calculated the estimated fair market value of these options at $81,274, using the Black-Scholes Option Pricing model and the following assumptions: term 6 years, stock price $4.65, exercise price $4.65, 81.94% volatility, 1.56% risk free rate. On October 7, 2016, the 2015 Plan was amended to increase the number of shares available for issuance under such plan by 750,000 shares, to an aggregate of 1,750,000 shares. On November 11, 2016, the Company granted options to purchase 10,000 shares. These options vest immediately and expire six years after the vesting date, with an exercise price of $5.00 per share. The Company has calculated the estimated fair market value of these options at $29,019, using the Black-Scholes Option Pricing model and the following assumptions: term 6.0 years, stock price $4.30, exercise price $5.00, 81.3% volatility, 1.92% risk free rate. On November 11, 2016, stock options were exercised to purchase 4,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 1,209 shares of common stock. On November 18, 2016, stock options were exercised to purchase 55,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 18,168 shares of common stock. On November 22, 2016, stock options were exercised to purchase 5,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 1,551 shares of common stock. On November 25, 2016, stock options were exercised to purchase 37,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 11,998 shares of common stock. 2015 On May 18, 2015, the Company granted options to purchase 20,000 shares. These options vest six months after the date of grant, and expire four years after the vesting date, with an exercise price of $3.80 per share. The Company has calculated the estimated fair market value of these options using the Black-Scholes Option Pricing model and the following assumptions: term 4.5 years, stock price $3.45, exercise price $3.80, 72.1% volatility, 1.54% risk free rate. On May 18, 2015, the Company amended the expiry period of 630,000 stock options, originally granted on November 25, 2011. The expiration period was extended from three to four years for all 630,000 stock options. As a result, an additional $20,796 of stock option amortization was realized in 2015. On July 23, 2015, the Company granted options to purchase 327,000 shares, at an exercise price of $4.00 per share. All of the 327,000 options will vest on January 23, 2016 and will expire on January 23, 2020. The Company has calculated the estimated fair market value of these options using the Black-Scholes Option Pricing model and the following assumptions: term 4.5 years, stock price $3.55, exercise price $4.00, 88.3% volatility, 1.65% risk free rate. On August 14, 2015, the Company amended the vesting date of 10,000 stock options, originally granted on August 18, 2014, from August 18, 2015 to August 16, 2015. On August 17, 2015, the Company granted options to purchase 75,000 shares, at an exercise price of $3.75 per share. All of the 75,000 options vested on August 17, 2015 and will expire on August 17, 2020. The Company has calculated the estimated fair market value of these options using the Black-Scholes Option Pricing model and the following assumptions: term 5.0 years, stock price $3.31, exercise price $3.75, 87.9% volatility, 1.58% risk free rate. On August 17, 2015, stock options to purchase 40,000 shares of common stock expired unexercised. On October 30, 2015, the Company adopted and approved the 2015 Plan for the directors, officers, employees and consultants to the Company. Pursuant to the Plan, the Company is authorized to issue 1,000,000 shares of the Companys common stock. All options granted after December 31, 2015 were from the 2015 Stock Incentive Plan. On November 18, 2015, stock options were exercised to purchase 20,000 shares of our common stock at $3.00 per share in cashless exercises that resulted in the issuance of 4,810 shares of common stock. On December 2, 2015, stock options were exercised to purchase 50,000 shares of our common stock at $3.01 per share in cashless exercises that resulted in the issuance of 14,081 shares of common stock to a related party. On December 9, 2015, stock options were exercised to purchase 50,000 shares of our common stock at $3.01 per share in cashless exercises that resulted in the issuance of 14,166 shares of common stock to a related party. Below is a table summarizing the options issued and outstanding as of December 31, 2016, all of which were issued pursuant to the 2011 Equity Incentive Plan (2011 Plan) (for option issuances prior to 2016) or the 2015 Plan (for option issuances commencing in 2016) which have a weighted average exercise price of $3.75 per share and a weighted average remaining contractual life of 3.37 years. Date Issued Number Outstanding Number Exercisable Exercise Price ($) Contractual Life (Years) Weighted Average Remaining Contractual Life (Years) Expiration Date Proceeds to Company if Exercised ($) 11/25/11 404,000 404,000 4.00-5.00 5.5-7.0 0.19 05/25/17-11/25/18 1,818,000 09/01/12 20,000 20,000 5.31-6.31 4.5-6.0 0.01 03/01/17-09/01/18 116,200 03/20/13 37,000 37,000 2.35-4.35 4.5-7.0 0.03 09/20/17-03/20/20 123,950 09/02/13 16,300 16,300 2.35-4.35 4.5-7.0 0.02 03/02/18-09/02/20 54,605 05/16/14 25,000 20,833 3.00-5.00 3.5-6.0 0.02 11/16/17-05/16/20 100,000 08/18/14 645,000 645,000 2.50 and 3.00 4.5 and 5.5 0.72 02/18/19-02/18/20 1,773,750 05/18/15 20,000 20,000 3.80 4.5 0.02 11/18/19 76,000 07/23/15 317,000 317,000 4.00 4.5 0.42 01/23/20 1,268,000 08/17/15 75,000 75,000 3.75 5.0 0.11 08/17/20 281,250 04/15/16 775,000 - 4.00 6.0 1.72 04/15/22 3,100,000 06/23/16 15,000 - 4.00 6.0 0.03 06/23/22 60,000 09/13/16 25,000 - 4.65 6.0 0.06 09/13/22 116,250 11/11/16 10,000 10,000 5.00 6.0 0.02 11/11/22 50,000 2,384,300 1,565,133 3.37 8,938,005 Stock option expense of $1,678,748 and $1,493,334 was recorded in the years ended December 31, 2016 and December 31, 2015, respectively. Total remaining unrecognized compensation cost related to unvested stock options is approximately $659,639 and is expected to be recognized over a period of 0.75 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 9 - Income Taxes | The Company has estimated net operating losses for the years ended December 31, 2016 and 2015 of $11,000,471 and $8,774,691, respectively, available to offset taxable income in future years. The Company is subject to Singapore income taxes at a rate of 17 percent, Belgium income taxes at a rate of 34 percent, UK taxes at a rate of 20 percent and U.S. taxes at a rate of 35 percent, for a weighted average of 28 and 26 percent, respectively. The reconciliation of the provision for income taxes at the weighted average rate compared to the Companys income tax expense as reported is as follows: 2016 $ 2015 $ Net loss (11,905,278 ) (9,530,242 ) Tax adjustments 904,807 755,551 Estimated net operating losses (11,000,471 ) (8,774,691 ) Tax rate 28 % 26 % Income tax recovery at statutory rate (3,061,493 ) (2,306,549 ) Valuation allowance 3,061,493 2,306,549 Refund received re previous tax year - (4,604 ) Provision for income taxes - 4,604 The significant components of deferred income taxes and assets as at December 31, 2016 are as follows: 2016 $ 2015 $ Net operating losses carried forward 8,806,016 5,792,392 Valuation allowance (8,806,016 ) (5,792,392 ) Net deferred income tax asset - - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 10 - 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 $1,102,045 (1,048,020) to help fund the research endeavors of the Company in the area of CRC. 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 $330,614 (314,406) of this amount by installments over the period June 30, 2014 to June 30, 2023. The Company has recorded the balance of $771,432 (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 $330,614 (314,406) and the 6 percent royalty on revenue, is twice the amount of funding received. As at December 31, 2016, $239,129 (227,406) was outstanding to be repaid to the Walloon Region under this agreement. b) Consulting Agreement On May 11, 2016, Singapore Volition, upon the review and approval by the Companys Compensation Committee, entered into a consultancy agreement with PB Commodities Pte Ltd (PB Commodities), for the services of Cameron Reynolds (the 2016 Reynolds Consulting Agreement). Under the terms of the 2016 Reynolds Consulting Agreement, PB Commodities shall receive $25,925 per month for the services provided to Singapore Volition by Mr. Reynolds on its behalf. The 2016 Reynolds Consulting Agreement replaced and terminated the existing consultancy agreement for the provision of office space, office support staff, and consultancy services between Singapore Volition and PB Commodities dated August 6, 2010, as amended. c) Lease Obligations Payable The Company leases three Tecan machines (automated liquid handling robots) under a lease classified as a capital lease. The total cost of this leased laboratory equipment is $578,830 (550,454). The leased equipment is amortized on a straight line basis over five years. Total accumulated depreciation related to the leased equipment is $183,296 (174,310) for the year ended December 31, 2016 and $70,038 (64,220) for the year ended December 31, 2015. On October 4, 2016, and effective on October 25, 2016, Belgian Volition entered into a Real Estate Capital Lease Agreement (the Capital Lease Agreement) with ING Asset Finance Belgium S.A. (ING). The Capital Lease Agreement became a contractual obligation of Belgian Volition upon the execution of the Deed of Sale to acquire the Companys new research and development facility described below. Pursuant to the Capital Lease Agreement, ING paid $1.18 million (1.12 million) in return for Belgian Volition granting to ING a right of emphyteusis (a form of leasehold) on the property located in the Belgian Créalys zoning at 5032 Isnes-Spy, Rue Phocas Lejeune 22, Gembloux cadastre, 8th division, Section B, n 55 (the Property) for a period of 27 years, extendable to the authorized maximum legal term of 99 years. In addition, the Capital Lease Agreement provides that ING shall grant Belgian Volition a 15-year lease over the Property with an option for Belgian Volition to purchase the Property outright upon payment of $35,332 (33,600) at the end of the lease. The Capital Lease Agreement provides that Belgian Volition shall make the first lease payment of $462,682 (440,000) following the execution of the Capital Lease Agreement, and then quarterly lease payments of approximately $14,143 (13,450), based on a fixed rate of 2.62% for the term of the lease. On October 25, 2016, Belgian Volition acquired the Property by entering into a Deed of Sale to the Sale Agreement with Gerard Dekoninck S.A. The purchase price for the Property consisted of $1.3 million (1.2 million), exclusive of any closing costs (the Purchase Price). The Purchase Price was funded by Belgian Volition with cash on hand and the monies received under the Capital Lease Agreement. At December 31, 2016, the Property had not been amortized, as the asset had not been placed into service. Occupation of the Property is expected to occur in March 2017. On October 25, 2016, Belgian Volition entered into an additional Capital Lease agreement with ING for an amount up to a maximum of $283,919 (270,000) to fund building improvements of the above Property. This additional Capital Lease provides for a 15-year term, with payments commencing on March 31, 2017, a fixed interest rate to be determined on March 31, 2017, with quarterly instalments, payable in advance and interest only payments on the amount drawn until March 31, 2017. The liability will take effect, upon receipt by ING of the first invoice for building improvements and will be drawn down in increments of at least $31,547 (30,000). At December 31, 2016, the liability had not yet taken effect. The following is a schedule showing the future minimum lease payments under capital leases by years and the present value of the minimum payments as of December 31, 2016. 2017 $ 143,157 2018 $ 143,156 2019 $ 143,157 2020 $ 98,429 2021 $ 56,560 Greater than 5 years $ 586,786 Total minimum lease payments $ 1,171,245 Less: Amount representing interest $ 162,419 Present value of minimum lease payments $ 1,008,826 The Company also leases premises, facilities and motor vehicles under operating leases with terms ranging from 12 months to 36 months. The annual non-cancelable operating lease payments on these leases are as follows: 2017 $ 189,610 2018 $ 161,049 Thereafter $ 61,088 Total $ 411,747 d) Bonn University Agreement On July 11, 2012, the Company entered into a collaborative research 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 $410,105 (390,000). On April 16, 2014, the Company entered into a two-year extension of this agreement through May 31, 2016. The total payments made by the Company in accordance with the extension of the agreement were $410,105 (390,000). On May 25, 2016, the Company entered into a further extension to the agreement through May 31, 2017. The total payments to be made by the Company in accordance with the extension of the agreement are $220,826 (210,000). e) Hvidovre Hospital, Denmark Agreements On August 8, 2014, the Company entered into an agreement with Hvidovre Hospital, University of Copenhagen in Denmark, relating to a program of samples testing associated with CRC. It will run for a period of two years to August 8, 2016. Total payments (inclusive of local taxes) to be made under the agreement are $1,448,336 (DKR 10,245,000). On April 15, 2015, the Company amended the aforementioned collaborative research agreement with an additional commitment for samples costing $50,000, to be provided over a two year period, expiring on April 15, 2017. On November 2, 2016, the Company entered into a clinical research agreement with Hvidovre Hospital, University of Copenhagen in Denmark, relating to a program of samples testing associated with CRC and other diseases. The first phase of the agreement will expire on September 30, 2018 and the Company may participate in additional phases upon its election (and payment of required amounts). Total payments (inclusive of local taxes) to be made by the Company under the agreement for the first phase are $2,120,550 (DKR 15,000,000). f) Long Term Debt: Preface S.A. Loan Agreement On September 16, 2016, Belgian Volition SPRL (Belgian Volition) entered into an unsecured loan agreement with Namur Invest or Preface S.A. for the amount of $478,700 (440,000) (the Loan Agreement). The proceeds from the Loan Agreement were received by Belgian Volition on October 20, 2016. The Loan Agreement provides for an approximate 7-year term, a fixed interest rate at 4.85%, and interest only payments between the receipt of proceeds and June 30, 2017. The proceeds from this Loan Agreement were used for the first payment on the Real Estate Capital Lease Agreement. See Note 10(c) for additional details. g) 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 | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Note 11 - Subsequent Events | On January 1, 2017, the Company granted options to purchase 50,000 shares. These options vest on January 1, 2018 and expire 5 years after the vesting date, with an exercise price of $4.80 per share. The Company has calculated the estimated fair market value of these options at $157,890, using the Black-Scholes Option Pricing model and the following assumptions: term 6 years, stock price $4.57, exercise price $4.80, 80.70% volatility, 2.26% risk free rate. On January 26, 2017, 2,000 warrants were exercised at a price of $2.40 per share, for net cash proceeds of $4,800. As a result, a total of 2,000 shares of common stock were issued. On February 3, 2017, Belgian Volition SPRL created a wholly owned subsidiary, Volition America, Inc., organized in the state of Delaware, United States of America. On February 13, 2017, the Company granted options to purchase 25,000 shares. These options vest on February 13, 2018 and expire 5 years after the vesting date, with an exercise price of $5.00 per share. The Company has calculated the estimated fair market value of these options at $76,773, using the Black-Scholes Option Pricing model and the following assumptions: term 6 years, stock price $4.52, exercise price $5.00, 80.17% volatility, 2.24% risk free rate. On February 14, 2017, as a result of a modification of a warrant agreement, the Company re-measured warrants held by an employee, to purchase 25,000 shares of common stock at an exercise price of $2.47 per share. These warrants vest on achievement of certain business objectives and expire 3 years from the date of vesting. The Company has calculated the estimated fair market value of these warrants using the Black-Scholes Option Pricing model and the following assumptions: term: 0.5 years, stock price: $4.52, exercise price: $2.47, 55.65% volatility, 0.66% risk free rate. On March 1, 2017, stock options to purchase 5,000 shares of common stock expired unexercised. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Policies | |
Basis of Presentation | The financial statements of the Company have been prepared in accordance with U.S. GAAP and are expressed in U.S. dollars. The Companys fiscal year end is December 31. |
Use of Estimates | The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the 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 experiences 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 Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations could be affected. |
Principles of Consolidation | The accompanying consolidated financial statements for the year ended December 31, 2016 include the accounts of the Company and its wholly-owned subsidiaries, Singapore Volition, Belgian Volition, Hypergenomics and Volition Diagnostics UK Limited. 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. At December 31, 2016 and December 31, 2015, the Company had $21,678,734 and $5,916,006, respectively in cash and cash equivalents. At December 31, 2016 and December 31, 2015, the Company had approximately $17,154,377 and $762,187 in its domestic accounts in excess of Federal Deposit Insurance Corporation insured limits, respectively. At December 31, 2016 and December 31, 2015, the Company had approximately $2,401,894 and $395,100 in its foreign accounts in excess of the Belgian Deposit Guarantee insured limits, respectively. At December 31, 2016 and December 31, 2015, the Company had approximately $1,719,937 and $4,338,088 in its foreign accounts in excess of the Singapore Deposit Insurance Scheme, respectively. At December 31, 2016 and December 31, 2015, the Company had $nil and $nil, respectively, in its foreign accounts in excess of the UK Deposit Protection Scheme. |
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 December 31, 2016, 2,548,666 dilutive warrants and options were excluded from the Diluted EPS calculation as their effect is anti-dilutive. As of December 31, 2015, 2,257,809 dilutive warrants and options were excluded from the Diluted EPS calculation as their effect is anti-dilutive. |
Foreign Currency Translation | The Company has functional currencies in the Euro and GBP 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. |
Financial Instruments | Pursuant to ASC 820, Fair Value Measurements and Disclosures Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Companys financial instruments consist principally of cash, accounts receivable, accounts payable, accrued liabilities, notes payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on Level 1 inputs, which consists of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. |
Income Taxes | Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Accounting for Income Taxes as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. |
Comprehensive Loss | ASC 220, Comprehensive Loss, |
Property and Equipment | Property and equipment is stated at cost and is amortized on a straight-line basis over the assets estimated useful life, at the following rates: Computer equipment and computer software 3 years Laboratory equipment 5 years Equipment held under capital lease 5 years Office furniture and equipment 5 years Buildings 30 years Land Not amortized At December 31, 2016, the asset held under the Buildings category had not been amortized, as the asset had not been placed into service. Occupation of the building is expected to occur in March 2017. See Note 10(c), for additional details of the purchase of the building. |
Intangible Assets | Intangible assets are stated at cost and are amortized on a straight line basis, at the following rates: Patents and Intellectual Property 8 years to 20 years |
Revenue Recognition | The Company recognizes revenue when all of the following have occurred (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable and (iv) the ability to collect is reasonably assured. |
Research and Development | In accordance with ASC 730, the Company follows the policy of expensing its research and development costs in the period in which they are incurred. The Company incurred research and development expenses of $6,837,515 and $6,101,718 during the years ended December 31, 2016 and 2015, respectively. |
Impairment of Long-Lived Assets | In accordance with ASC 360, Property Plant and Equipment |
Stock-Based Compensation | The Company records stock-based compensation in accordance with ASC 718, Compensation Stock Compensation Equity-Based Payments to Non-Employees |
Grants received | The Company receives funding from public bodies for a proportion of the costs of specific projects. Funds are received in line with claims submitted for the agreed expenditure. The Company recognizes grant income once claims submitted are approved and funds are received. General working capital funding received at the commencement of a project is treated as deferred income until it has been utilized for the expenditure claimed. Funding received that is repayable is shown as a liability. |
Reclassification | Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation. |
Recent Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Tables | |
Property and equipment is stated at cost and is amortized on a straight-line basis | Property and equipment is stated at cost and is amortized on a straight-line basis over the assets estimated useful life, at the following rates: Computer equipment and computer software 3 years Laboratory equipment 5 years Equipment held under capital lease 5 years Office furniture and equipment 5 years Buildings 30 years Land Not amortized |
Schedule Of FiniteLived Intangible Assets | Intangible assets are stated at cost and are amortized on a straight line basis, at the following rates: Patents and Intellectual Property 8 years to 20 years |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property And Equipment Tables | |
Companys property and equipment | The Companys property and equipment consist of the following amounts as of December 31, 2016 and 2015: December 31, 2016 Accumulated Net Carrying Cost Depreciation Value $ $ $ Computer equipment and computer software 157,002 68,229 88,773 Laboratory equipment 313,655 151,541 162,114 Equipment held under capital lease 578,830 183,296 395,534 Office furniture and equipment 32,932 23,361 9,571 Buildings 1,378,911 - 1,378,911 Land 84,124 - 84,124 2,545,454 426,427 2,119,027 December 31, 2015 Accumulated Net Carrying Cost Depreciation Value $ $ $ Computer equipment and computer software 72,317 45,731 26,586 Laboratory equipment 319,209 108,589 210,620 Equipment held under capital lease 600,325 70,038 530,287 Office furniture and equipment 34,155 17,843 16,312 Buildings - - - Land - - - 1,026,006 242,201 783,805 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets Tables | |
Patents amortized over their remaining lives | The patents and intellectual property are being amortized over the assets estimated useful lives, which range from 8 to 20 years. December 31, 2016 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,085,133 482,940 602,193 1,085,133 482,940 602,193 December 31, 2015 Accumulated Net Carrying Cost Amortization Value $ $ $ Patents 1,119,302 413,921 705,381 1,119,302 413,921 705,381 |
Annual estimated amortization schedule | The Company amortizes the long-lived assets on a straight line basis with terms of 8 to 20 years. The annual estimated amortization schedule over the next five years is as follows: 2017 $ 82,750 2018 $ 82,750 2019 $ 82,750 2020 $ 82,750 2021 $ 82,750 |
Warrants and Options (Tables)
Warrants and Options (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrant [Member] | |
Summarizes changes in warrants outstanding | The following table summarizes the changes in warrants outstanding of the Company during the year ended December 31, 2016: Number of Warrants Weighted Average Exercise Price ($) Outstanding, December 31, 2015 2,612,739 2.07 Granted 40,000 4.53 Exercised (490,101 ) 0.81 Expired - - Outstanding, December 31, 2016 2,162,638 2.40 Exercisable, December 31, 2016 2,012,638 2.39 |
summarizes warrants issued and outstanding | Below is a table summarizing the warrants issued and outstanding as of December 31, 2016, which have a weighted average exercise price of $2.40 per share and a weighted average remaining contractual life of 1.90 years. Date Number Number Exercise Contractual Weighted Average Remaining Contractual Life Expiration Proceeds to Company if Issued Outstanding Exercisable Price ($) Life (Years) (Years) Date Exercised ($) 05/11/12 341,458 341,458 2.60 5.0 0.06 05/10/17 887,791 03/20/13 150,000 - 2.47 3.0 to 6.5 0.28 03/20/16 370,500 to 12/20/19 06/10/13 29,750 29,750 2.00 5.0 0.02 06/10/18 59,500 08/07/13 45,000 45,000 2.40 4.0 0.01 08/07/17 108,000 11/25/13 456,063 456,063 2.40 5.0 0.40 11/25/18 1,094,551 12/31/13 64,392 64,392 2.40 5.0 0.06 12/31/18 154,541 01/28/14 2,000 2,000 2.40 3.0 0.00 01/28/17 4,800 02/26/14 980,975 980,975 2.20 5.0 0.98 02/26/19 2,158,145 09/05/14 10,000 10,000 2.40 3.0 0.00 09/05/17 24,000 09/26/14 24,000 24,000 3.00 3.0 0.01 09/26/17 72,000 11/17/14 19,000 19,000 3.75 3.0 0.01 11/17/17 71,250 11/14/16 40,000 40,000 4.53 4.0 0.07 11/14/20 181,200 2,162,638 2,012,638 1.90 5,186,278 |
Option [Member] | |
Summarizes changes in warrants outstanding | The following table summarizes the changes in options outstanding of the Company during the year ended December 31, 2016: Number of Options Weighted Average Exercise Price ($) Outstanding, December 31, 2015 1,830,300 3.53 Granted 825,000 4.03 Exercised (235,000 ) 2.97 Expired (36,000 ) 4.31 Outstanding, December 31, 2016 2,384,300 3.75 Exercisable, December 31, 2016 1,565,133 3.60 |
summarizes warrants issued and outstanding | Below is a table summarizing the options issued and outstanding as of December 31, 2016, all of which were issued pursuant to the 2011 Equity Incentive Plan (2011 Plan) (for option issuances prior to 2016) or the 2015 Plan (for option issuances commencing in 2016) which have a weighted average exercise price of $3.75 per share and a weighted average remaining contractual life of 3.37 years. Date Issued Number Outstanding Number Exercisable Exercise Price ($) Contractual Life (Years) Weighted Average Remaining Expiration Date Proceeds to Company if Exercised ($) 11/25/11 404,000 404,000 4.00-5.00 5.5-7.0 0.19 05/25/17-11/25/18 1,818,000 09/01/12 20,000 20,000 5.31-6.31 4.5-6.0 0.01 03/01/17-09/01/18 116,200 03/20/13 37,000 37,000 2.35-4.35 4.5-7.0 0.03 09/20/17-03/20/20 123,950 09/02/13 16,300 16,300 2.35-4.35 4.5-7.0 0.02 03/02/18-09/02/20 54,605 05/16/14 25,000 20,833 3.00-5.00 3.5-6.0 0.02 11/16/17-05/16/20 100,000 08/18/14 645,000 645,000 2.50 and 3.00 4.5 and 5.5 0.72 02/18/19-02/18/20 1,773,750 05/18/15 20,000 20,000 3.80 4.5 0.02 11/18/19 76,000 07/23/15 317,000 317,000 4.00 4.5 0.42 01/23/20 1,268,000 08/17/15 75,000 75,000 3.75 5.0 0.11 08/17/20 281,250 04/15/16 775,000 - 4.00 6.0 1.72 04/15/22 3,100,000 06/23/16 15,000 - 4.00 6.0 0.03 06/23/22 60,000 09/13/16 25,000 - 4.65 6.0 0.06 09/13/22 116,250 11/11/16 10,000 10,000 5.00 6.0 0.02 11/11/22 50,000 2,384,300 1,565,133 3.37 8,938,005 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes Tables | |
Reconciliation of the provision for income taxes | The reconciliation of the provision for income taxes at the weighted average rate compared to the Companys income tax expense as reported is as follows: 2016 $ 2015 $ Net loss (11,905,278 ) (9,530,242 ) Tax adjustments 904,807 755,551 Estimated net operating losses (11,000,471 ) (8,774,691 ) Tax rate 28 % 26 % Income tax recovery at statutory rate (3,061,493 ) (2,306,549 ) Valuation allowance 3,061,493 2,306,549 Refund received re previous tax year - (4,604 ) Provision for income taxes - 4,604 |
Summary of Deferred income taxes and assets | The significant components of deferred income taxes and assets as at December 31, 2016 are as follows: 2016 $ 2015 $ Net operating losses carried forward 8,806,016 5,792,392 Valuation allowance (8,806,016 ) (5,792,392 ) Net deferred income tax asset - - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies | |
Future minimum lease payments | The following is a schedule showing the future minimum lease payments under capital leases by years and the present value of the minimum payments as of December 31, 2016. 2017 $ 143,157 2018 $ 143,156 2019 $ 143,157 2020 $ 98,429 2021 $ 56,560 Greater than 5 years $ 586,786 Total minimum lease payments $ 1,171,245 Less: Amount representing interest $ 162,419 Present value of minimum lease payments $ 1,008,826 |
Operating lease payments | The Company also leases premises, facilities and motor vehicles under operating leases with terms ranging from 12 months to 36 months. The annual non-cancelable operating lease payments on these leases are as follows: 2017 $ 189,610 2018 $ 161,049 Thereafter $ 61,088 Total $ 411,747 |
Nature of Operations (Details N
Nature of Operations (Details Narrative) | 12 Months Ended |
Dec. 31, 2016 | |
Nature Of Operations Details Narrative | |
State of Incorporation | State of Delaware |
Date of Incorporation | Sep. 24, 1998 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | 77 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Going Concern Details Narrative | |||
Net loss | $ (11,905,278) | $ (9,530,242) | $ (40,944,971) |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Computer equipment and computer software [Member] | |
Estimated useful life | 3 years |
Laboratory Equipment [Member] | |
Estimated useful life | 5 years |
Equipment held under capital lease | |
Estimated useful life | 5 years |
Office Furniture and Equipment [Member] | |
Estimated useful life | 5 years |
Buildings [Member] | |
Estimated useful life | 30 years |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Details 1) - Patents and Intellectual Property [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Minimum [Member] | |
Estimated useful life | 8 years |
Maximum [Member] | |
Estimated useful life | 20 years |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash and cash equivalents | $ 21,678,734 | $ 5,916,006 | $ 2,138,964 |
Accumulated other comprehensive loss | (193,297) | (84,171) | |
Research and development expenses | 6,837,515 | 6,101,718 | |
Impairment losses | |||
Federal Deposit Insurance Corporation [Member] | |||
Cash and cash equivalents | 17,154,377 | 762,187 | |
Belgian Deposit Guarantee [Member] | |||
Cash and cash equivalents | 2,401,894 | 395,100 | |
Singapore Deposit Insurance [Member] | |||
Cash and cash equivalents | 1,719,937 | 4,338,088 | |
UK Deposit Protection Scheme [Member] | |||
Cash and cash equivalents | |||
Dilutive Warrants And Options [Member] | |||
Potentially dilutive warrants and options | 2,548,666 | 2,257,809 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Cost | $ 2,545,454 | $ 1,026,006 |
Accumulated Depreciation | 426,427 | 242,201 |
Net Carrying Value | 2,119,027 | 783,805 |
Computer equipment and computer software [Member] | ||
Cost | 157,002 | 72,317 |
Accumulated Depreciation | 68,229 | 45,731 |
Net Carrying Value | 88,773 | 26,586 |
Laboratory Equipment [Member] | ||
Cost | 313,655 | 319,209 |
Accumulated Depreciation | 151,541 | 108,589 |
Net Carrying Value | 162,114 | 210,620 |
Equipment held under capital lease | ||
Cost | 578,830 | 600,325 |
Accumulated Depreciation | 183,296 | 70,038 |
Net Carrying Value | 395,534 | 530,287 |
Office Furniture and Equipment [Member] | ||
Cost | 32,932 | 34,155 |
Accumulated Depreciation | 23,361 | 17,843 |
Net Carrying Value | 9,571 | 16,312 |
Buildings [Member] | ||
Cost | 1,378,911 | |
Accumulated Depreciation | ||
Net Carrying Value | 1,378,911 | |
Land [Member] | ||
Cost | 84,124 | |
Accumulated Depreciation | ||
Net Carrying Value | $ 84,124 |
Property and Equipment (Detai31
Property and Equipment (Details Narrative) - USD ($) | Apr. 08, 2015 | Oct. 25, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Property And Equipment Details Narrative | ||||
Depreciation Expense | $ 222,944 | $ 150,439 | ||
Capital Lease Agreement | $ 578,830 | $ 1,177,736 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Cost | $ 1,085,133 | $ 1,119,302 |
Accumulated Amortization | 482,940 | 413,921 |
Net Carrying Value | 602,193 | 705,381 |
Patents [Member] | ||
Cost | 1,085,133 | 1,119,302 |
Accumulated Amortization | 482,940 | 413,921 |
Net Carrying Value | $ 602,193 | $ 705,381 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Dec. 31, 2016USD ($) |
Intangible Assets Details 1 | |
2,017 | $ 82,750 |
2,018 | 82,750 |
2,019 | 82,750 |
2,020 | 82,750 |
2,021 | $ 82,750 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 20, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Amortization expense | $ 86,462 | $ 85,901 | |
Purchased amount of the Nucleosomics | $ 55,000 | ||
Minimum [Member] | |||
Amortization of long-lived asset on straight line basis | 8 years | ||
Maximum [Member] | |||
Amortization of long-lived asset on straight line basis | 20 years |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Oct. 07, 2016 | |
Preferred stock, par value | $ 0.001 | ||
Total net proceeds from issuance of common shares | $ 25,302,274 | $ 12,497,621 | |
On December 14, 2015 [Member] | |||
Stock options and warrants to purchase | 250,000 | ||
Exercise price | $ 1.05 | ||
Stock Issued During Period, Value | $ 262,500 | ||
Stock Issued During Period, Shares | 250,000 | ||
On December 9, 2015 [Member] | |||
Stock options and warrants to purchase | 50,000 | ||
Exercise price | $ 3.01 | ||
Stock Issued During Period, Shares | 14,166 | ||
On December 2, 2015 [Member] | |||
Stock options and warrants to purchase | 50,000 | ||
Exercise price | $ 3.01 | ||
Stock Issued During Period, Shares | 14,081 | ||
On December 1, 2015 [Member] | |||
Stock options and warrants to purchase | 8,000 | ||
Exercise price | $ 2.40 | ||
Stock Issued During Period, Value | $ 19,200 | ||
Stock Issued During Period, Shares | 8,000 | ||
On November 18, 2015 [Member] | |||
Stock options and warrants to purchase | 20,000 | ||
Exercise price | $ 3 | ||
Stock Issued During Period, Shares | 4,810 | ||
On October 28, 2015 [Member] | |||
Stock options and warrants to purchase | 300,000 | ||
Exercise price | $ 2.20 | ||
Stock Issued During Period, Value | $ 660,000 | ||
Stock Issued During Period, Shares | 300,000 | ||
On October 6, 2015 [Member] | |||
Stock options and warrants to purchase | 100,000 | ||
Exercise price | $ 2.20 | ||
Stock Issued During Period, Value | $ 220,000 | ||
Stock Issued During Period, Shares | 100,000 | ||
On September 16, 2015 [Member] | |||
Stock options and warrants to purchase | 12,500 | ||
Exercise price | $ 2.20 | ||
Stock Issued During Period, Value | $ 27,500 | ||
Stock Issued During Period, Shares | 12,500 | ||
On July 20, 2015 [Member] | |||
Stock options and warrants to purchase | 25,000 | ||
Exercise price | $ 2.20 | ||
Stock Issued During Period, Value | $ 55,000 | ||
Stock Issued During Period, Shares | 25,000 | ||
On June 11, 2015 [Member] | |||
Stock options and warrants to purchase | 100,000 | ||
Exercise price | $ 0.50 | ||
Stock Issued During Period, Value | $ 50,000 | ||
Stock Issued During Period, Shares | 100,000 | ||
On March 6, 2015 [Member] | |||
Common stock price per share | $ 3.75 | ||
Stock Issued During Period, Value | $ 1,500,000 | ||
Stock Issued During Period, Shares | 400,000 | ||
On February 23, 2015 [Member] | |||
Stock options and warrants to purchase | 25,000 | ||
Exercise price | $ 2.20 | ||
Stock Issued During Period, Value | $ 55,000 | ||
Stock Issued During Period, Shares | 25,000 | ||
On February 13, 2015 [Member] | |||
Common stock price per share | $ 3.75 | ||
Stock Issued During Period, Value | $ 1,200,000 | ||
Stock Issued During Period, Shares | 343,383 | ||
On February 6, 2015 [Member] | |||
Common stock price per share | $ 3.75 | ||
Stock Issued During Period, Value | $ 8,500,000 | ||
Stock Issued During Period, Shares | 2,475,000 | ||
Legal expenses and stock market listing fees | $ 300,000 | ||
Total net proceeds from issuance of common shares | $ 8,200,000 | ||
On November 25, 2016 [Member] | |||
Stock options and warrants to purchase | 37,000 | ||
Exercise price | $ 3 | ||
Stock Issued During Period, Shares | 11,998 | ||
On November 22, 2016 [Member] | |||
Stock options and warrants to purchase | 5,000 | ||
Exercise price | $ 3 | ||
Stock Issued During Period, Shares | 1,551 | ||
On November 18, 2016 [Member] | |||
Stock options and warrants to purchase | 55,000 | ||
Exercise price | $ 3 | ||
Stock Issued During Period, Shares | 18,168 | ||
On November 11, 2016 [Member] | |||
Stock options and warrants to purchase | 4,000 | ||
Exercise price | $ 3 | ||
Stock Issued During Period, Shares | 1,209 | ||
On October 21, 2016 [Member] | |||
Common stock price per share | $ 5 | ||
Stock Issued During Period, Value | $ 1,100,000 | ||
Stock Issued During Period, Shares | 234,404 | ||
On October 5, 2016 [Member] | |||
Common stock price per share | $ 5 | ||
Stock Issued During Period, Value | $ 10,700,000 | ||
Stock Issued During Period, Shares | 2,250,000 | ||
Legal expenses and stock market listing fees | $ 100,000 | ||
Total net proceeds from issuance of common shares | $ 10,600,000 | ||
On September 28, 2016 [Member] | |||
Stock options and warrants to purchase | 75,000 | ||
Exercise price | $ 2.20 | ||
Stock Issued During Period, Value | $ 165,000 | ||
Stock Issued During Period, Shares | 75,000 | ||
On September 21, 2016 [Member] | |||
Stock options and warrants to purchase | 12,500 | ||
Exercise price | $ 2.20 | ||
Stock Issued During Period, Value | $ 27,500 | ||
Stock Issued During Period, Shares | 12,500 | ||
On June 16, 2016 [Member] | |||
Stock options and warrants to purchase | 29,000 | ||
Stock Issued During Period, Shares | 5,179 | ||
On June 16, 2016 [Member] | Minimum [Member] | |||
Exercise price | $ 2.50 | ||
On June 16, 2016 [Member] | Maximum [Member] | |||
Exercise price | $ 3 | ||
On June 14, 2016 [Member] | |||
Stock options and warrants to purchase | 94,516 | ||
Exercise price | $ 0.50 | ||
Stock Issued During Period, Value | $ 47,258 | ||
Stock Issued During Period, Shares | 94,516 | ||
On June 10, 2016 [Member] | |||
Stock options and warrants to purchase | 5,484 | ||
Exercise price | $ 0.50 | ||
Stock Issued During Period, Value | $ 2,742 | ||
Stock Issued During Period, Shares | 5,484 | ||
On May 25, 2016 [Member] | |||
Stock options and warrants to purchase | 9,000 | ||
Exercise price | $ 3 | ||
Stock Issued During Period, Shares | 1,011 | ||
On May 24, 2016 [Member] | |||
Stock options and warrants to purchase | 8,000 | ||
Exercise price | $ 3 | ||
Stock Issued During Period, Shares | 1,122 | ||
On May 20, 2016 [Member] | |||
Stock options and warrants to purchase | 88,000 | ||
Exercise price | $ 3 | ||
Stock Issued During Period, Shares | 13,419 | ||
On April 20, 2016 [Member] | |||
Stock options and warrants to purchase | 2,601 | ||
Exercise price | $ 2.60 | ||
Stock Issued During Period, Value | $ 6,763 | ||
Stock Issued During Period, Shares | 2,601 | ||
On March 29, 2016 [Member] | |||
Stock options and warrants to purchase | 100,000 | ||
Exercise price | $ 0.50 | ||
Stock Issued During Period, Value | $ 50,000 | ||
Stock Issued During Period, Shares | 100,000 | ||
On January 15, 2016 [Member] | |||
Stock options and warrants to purchase | 100,000 | ||
Exercise price | $ 0.50 | ||
Stock Issued During Period, Value | $ 50,000 | ||
On March 22, 2016 [Member] | |||
Stock options and warrants to purchase | 100,000 | ||
Exercise price | $ 0.50 | ||
Stock Issued During Period, Value | $ 50,000 | ||
Stock Issued During Period, Shares | 100,000 | ||
On March 23, 2016 [Member] | |||
Common stock price per share | $ 3.25 | ||
Stock Issued During Period, Value | $ 13,100,000 | ||
Stock Issued During Period, Shares | 4,334,615 | ||
Legal expenses and stock market listing fees | $ 300,000 | ||
Total net proceeds from issuance of common shares | $ 12,800,000 |
Warrants And Options (Details)
Warrants And Options (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of Warrants | |
Outstanding, December 31, 2016 | 2,162,638 |
Exercisable, December 31, 2016 | 2,012,638 |
Warrant [Member] | |
Number of Warrants | |
Outstanding, December 31, 2015 | 2,612,739 |
Granted | 40,000 |
Exercised | (490,101) |
Expired | |
Outstanding, December 31, 2016 | 2,162,638 |
Exercisable, December 31, 2016 | 2,012,638 |
Weighted Average Exercise Price | |
Outstanding, December 31, 2015 | $ / shares | $ 2.07 |
Granted | $ / shares | 4.53 |
Exercised | $ / shares | 0.81 |
Expired | $ / shares | |
Outstanding, December 31, 2016 | $ / shares | 2.40 |
Exercisable, December 31, 2016 | $ / shares | $ 2.39 |
Warrants And Options (Details 1
Warrants And Options (Details 1) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2016 | Nov. 14, 2016 | Sep. 21, 2016 | Jul. 11, 2016 | May 04, 2016 | Apr. 20, 2016 | |
Number Outstanding | 2,162,638 | |||||
Number Exercisable | 2,012,638 | |||||
Proceeds to Company if Exercised | $ 5,186,278 | |||||
Warrant [Member] | ||||||
Exercise Price | $ 2.40 | $ 4.53 | $ 2.20 | $ 2.40 | $ 2.60 | $ 2.60 |
Weighted Average Remaining Contractual Life (Years) | 1 year 10 months 24 days | |||||
Warrant [Member] | On 05/11/12 [Member] | ||||||
Number Outstanding | 341,458 | |||||
Number Exercisable | 341,458 | |||||
Exercise Price | $ 2.6 | |||||
Contractual Life (Years) | 5 years | |||||
Weighted Average Remaining Contractual Life (Years) | 22 days | |||||
Expiration Date | May 10, 2017 | |||||
Proceeds to Company if Exercised | $ 887,791 | |||||
Warrant [Member] | On 03/20/13 [Member] | ||||||
Number Outstanding | 150,000 | |||||
Number Exercisable | ||||||
Exercise Price | $ 2.47 | |||||
Weighted Average Remaining Contractual Life (Years) | 3 months 11 days | |||||
Proceeds to Company if Exercised | $ 370,500 | |||||
Warrant [Member] | On 03/20/13 [Member] | Minimum [Member] | ||||||
Contractual Life (Years) | 3 years | |||||
Expiration Date | Mar. 20, 2016 | |||||
Warrant [Member] | On 03/20/13 [Member] | Maximum [Member] | ||||||
Contractual Life (Years) | 6 years 6 months | |||||
Expiration Date | Dec. 20, 2019 | |||||
Warrant [Member] | On 06/10/13 [Member] | ||||||
Number Outstanding | 29,750 | |||||
Number Exercisable | 29,750 | |||||
Exercise Price | $ 2 | |||||
Contractual Life (Years) | 5 years | |||||
Weighted Average Remaining Contractual Life (Years) | 7 days | |||||
Expiration Date | Jun. 10, 2018 | |||||
Proceeds to Company if Exercised | $ 59,500 | |||||
Warrant [Member] | On 08/07/13 [Member] | ||||||
Number Outstanding | 45,000 | |||||
Number Exercisable | 45,000 | |||||
Exercise Price | $ 2.4 | |||||
Contractual Life (Years) | 4 years | |||||
Weighted Average Remaining Contractual Life (Years) | 4 days | |||||
Expiration Date | Aug. 7, 2017 | |||||
Proceeds to Company if Exercised | $ 108,000 | |||||
Warrant [Member] | On 11/25/13 [Member] | ||||||
Number Outstanding | 456,063 | |||||
Number Exercisable | 456,063 | |||||
Exercise Price | $ 2.4 | |||||
Contractual Life (Years) | 5 years | |||||
Weighted Average Remaining Contractual Life (Years) | 4 months 24 days | |||||
Expiration Date | Nov. 25, 2018 | |||||
Proceeds to Company if Exercised | $ 1,094,551 | |||||
Warrant [Member] | On 12/31/13 [Member] | ||||||
Number Outstanding | 64,392 | |||||
Number Exercisable | 64,392 | |||||
Exercise Price | $ 2.4 | |||||
Contractual Life (Years) | 5 years | |||||
Weighted Average Remaining Contractual Life (Years) | 22 days | |||||
Expiration Date | Dec. 31, 2018 | |||||
Proceeds to Company if Exercised | $ 154,541 | |||||
Warrant [Member] | On 01/28/14 [Member] | ||||||
Number Outstanding | 2,000 | |||||
Number Exercisable | 2,000 | |||||
Exercise Price | $ 2.4 | |||||
Contractual Life (Years) | 3 years | |||||
Expiration Date | Jan. 28, 2017 | |||||
Proceeds to Company if Exercised | $ 4,800 | |||||
Warrant [Member] | On 02/26/14 [Member] | ||||||
Number Outstanding | 980,975 | |||||
Number Exercisable | 980,975 | |||||
Exercise Price | $ 2.2 | |||||
Contractual Life (Years) | 5 years | |||||
Weighted Average Remaining Contractual Life (Years) | 11 months 23 days | |||||
Expiration Date | Feb. 26, 2019 | |||||
Proceeds to Company if Exercised | $ 2,158,145 | |||||
Warrant [Member] | On 09/05/14 [Member] | ||||||
Number Outstanding | 10,000 | |||||
Number Exercisable | 10,000 | |||||
Exercise Price | $ 2.4 | |||||
Contractual Life (Years) | 3 years | |||||
Expiration Date | Sep. 5, 2017 | |||||
Proceeds to Company if Exercised | $ 24,000 | |||||
Warrant [Member] | On 09/26/14 [Member] | ||||||
Number Outstanding | 24,000 | |||||
Number Exercisable | 24,000 | |||||
Exercise Price | $ 3 | |||||
Contractual Life (Years) | 3 years | |||||
Weighted Average Remaining Contractual Life (Years) | 4 days | |||||
Expiration Date | Sep. 26, 2017 | |||||
Proceeds to Company if Exercised | $ 72,000 | |||||
Warrant [Member] | On 11/17/2014 [Member] | ||||||
Number Outstanding | 19,000 | |||||
Number Exercisable | 19,000 | |||||
Exercise Price | $ 3.75 | |||||
Contractual Life (Years) | 3 years | |||||
Weighted Average Remaining Contractual Life (Years) | 4 days | |||||
Expiration Date | Nov. 17, 2017 | |||||
Proceeds to Company if Exercised | $ 71,250 | |||||
Warrant [Member] | On 11/14/2016 [Member] | ||||||
Number Outstanding | 40,000 | |||||
Number Exercisable | 40,000 | |||||
Exercise Price | $ 4.53 | |||||
Contractual Life (Years) | 4 years | |||||
Weighted Average Remaining Contractual Life (Years) | 26 days | |||||
Expiration Date | Nov. 14, 2020 | |||||
Proceeds to Company if Exercised | $ 181,200 |
Warrants And Options (Details 2
Warrants And Options (Details 2) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of Stock | |
Outstanding, December 31, 2016 | 2,162,638 |
Exercisable, December 31, 2016 | 2,012,638 |
Option [Member] | |
Number of Stock | |
Outstanding, December 31, 2015 | 1,830,300 |
Granted | 825,000 |
Exercised | (235,000) |
Expired | (36,000) |
Outstanding, December 31, 2016 | 2,384,300 |
Exercisable, December 31, 2016 | 1,565,133 |
Weighted Average Exercise Price | |
Outstanding, December 31, 2015 | $ / shares | $ 3.53 |
Granted | $ / shares | 4.03 |
Exercised | $ / shares | 2.97 |
Expired | $ / shares | 4.31 |
Outstanding, December 31, 2016 | $ / shares | 3.75 |
Exercisable, December 31, 2016 | $ / shares | $ 3.6 |
Warrants And Options (Details 3
Warrants And Options (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number Outstanding | 2,162,638 | |
Number Exercisable | 2,012,638 | |
Proceeds to Company if Exercised | $ 5,186,278 | |
Option [Member] | ||
Number Outstanding | 2,384,300 | 1,830,300 |
Number Exercisable | 1,565,133 | |
Exercise Price | $ 3.75 | $ 3.53 |
Proceeds to Company if Exercised | $ 8,938,005 | |
Option [Member] | ||
Weighted Average Remaining Contractual Life (Years) | 3 years 4 months 13 days | |
Issued on 08/18/14 [Member] | ||
Weighted Average Remaining Contractual Life (Years) | 8 months 19 days | |
Issued on 08/18/14 [Member] | Minimum [Member] | ||
Exercise Price | $ 2.50 | |
Contractual Life (Years) | 4 years 6 months | |
Expiration Date | Feb. 18, 2019 | |
Issued on 08/18/14 [Member] | Maximum [Member] | ||
Exercise Price | $ 3 | |
Contractual Life (Years) | 5 years 6 months | |
Expiration Date | Feb. 18, 2020 | |
Issued On 11/25/11 [Member] | ||
Weighted Average Remaining Contractual Life (Years) | 2 months 9 days | |
Issued On 11/25/11 [Member] | Minimum [Member] | ||
Exercise Price | $ 4 | |
Contractual Life (Years) | 5 years 6 months | |
Expiration Date | May 25, 2016 | |
Issued On 11/25/11 [Member] | Maximum [Member] | ||
Exercise Price | $ 5 | |
Contractual Life (Years) | 7 years | |
Expiration Date | Nov. 25, 2018 | |
Issued On 11/25/11 [Member] | Option [Member] | ||
Number Outstanding | 404,000 | |
Number Exercisable | 404,000 | |
Proceeds to Company if Exercised | $ 1,818,000 | |
Issued On 09/01/12 [Member] | ||
Weighted Average Remaining Contractual Life (Years) | 4 days | |
Issued On 09/01/12 [Member] | Minimum [Member] | ||
Exercise Price | $ 5.31 | |
Contractual Life (Years) | 4 years 6 months | |
Expiration Date | Mar. 1, 2017 | |
Issued On 09/01/12 [Member] | Maximum [Member] | ||
Exercise Price | $ 6.31 | |
Contractual Life (Years) | 6 years | |
Expiration Date | Sep. 1, 2018 | |
Issued On 09/01/12 [Member] | Option [Member] | ||
Number Outstanding | 20,000 | |
Number Exercisable | 20,000 | |
Proceeds to Company if Exercised | $ 116,200 | |
Issued On 03/20/13 [Member] | ||
Weighted Average Remaining Contractual Life (Years) | 11 days | |
Issued On 03/20/13 [Member] | Minimum [Member] | ||
Exercise Price | $ 2.35 | |
Contractual Life (Years) | 4 years 6 months | |
Expiration Date | Sep. 20, 2017 | |
Issued On 03/20/13 [Member] | Maximum [Member] | ||
Exercise Price | $ 4.35 | |
Contractual Life (Years) | 7 years | |
Expiration Date | Mar. 20, 2020 | |
Issued On 03/20/13 [Member] | Option [Member] | ||
Number Outstanding | 37,000 | |
Number Exercisable | 37,000 | |
Proceeds to Company if Exercised | $ 123,950 | |
Issued on 09/02/13 [Member] | ||
Weighted Average Remaining Contractual Life (Years) | 7 days | |
Issued on 09/02/13 [Member] | Minimum [Member] | ||
Exercise Price | $ 2.35 | |
Contractual Life (Years) | 4 years 6 months | |
Expiration Date | Mar. 2, 2018 | |
Issued on 09/02/13 [Member] | Maximum [Member] | ||
Exercise Price | $ 4.35 | |
Contractual Life (Years) | 7 years | |
Expiration Date | Sep. 2, 2020 | |
Issued on 09/02/13 [Member] | Option [Member] | ||
Number Outstanding | 16,300 | |
Number Exercisable | 16,300 | |
Proceeds to Company if Exercised | $ 54,605 | |
Issued on 05/16/14 [Member] | ||
Weighted Average Remaining Contractual Life (Years) | 7 days | |
Issued on 05/16/14 [Member] | Minimum [Member] | ||
Exercise Price | $ 3 | |
Contractual Life (Years) | 3 years 6 months | |
Expiration Date | Nov. 16, 2017 | |
Issued on 05/16/14 [Member] | Maximum [Member] | ||
Exercise Price | $ 5 | |
Contractual Life (Years) | 6 years | |
Expiration Date | May 16, 2020 | |
Issued on 05/16/14 [Member] | Option [Member] | ||
Number Outstanding | 25,000 | |
Number Exercisable | 20,833 | |
Proceeds to Company if Exercised | $ 100,000 | |
Issued on 08/18/14 [Member] | Option [Member] | ||
Number Outstanding | 645,000 | |
Number Exercisable | 645,000 | |
Exercise Price | $ 3.8 | |
Proceeds to Company if Exercised | $ 1,773,750 | |
Issued on 05/18/15 [Member] | ||
Contractual Life (Years) | 4 years 6 months | |
Weighted Average Remaining Contractual Life (Years) | 7 days | |
Expiration Date | Nov. 18, 2019 | |
Issued on 05/18/15 [Member] | Option [Member] | ||
Number Outstanding | 20,000 | |
Number Exercisable | 20,000 | |
Exercise Price | $ 4 | |
Proceeds to Company if Exercised | $ 76,000 | |
Issued on 07/23/15 [Member] | ||
Contractual Life (Years) | 4 years 6 months | |
Weighted Average Remaining Contractual Life (Years) | 5 months 1 day | |
Expiration Date | Jan. 23, 2020 | |
Issued on 07/23/15 [Member] | Option [Member] | ||
Number Outstanding | 317,000 | |
Number Exercisable | 317,000 | |
Exercise Price | $ 3.75 | |
Proceeds to Company if Exercised | $ 1,268,000 | |
Issued on 08/17/15 [Member] | ||
Contractual Life (Years) | 5 years | |
Weighted Average Remaining Contractual Life (Years) | 1 month 10 days | |
Expiration Date | Aug. 17, 2020 | |
Issued on 08/17/15 [Member] | Option [Member] | ||
Number Outstanding | 75,000 | |
Number Exercisable | 75,000 | |
Exercise Price | $ 4 | |
Proceeds to Company if Exercised | $ 281,250 | |
Issued on 04/15/16 [Member] | ||
Contractual Life (Years) | 6 years | |
Weighted Average Remaining Contractual Life (Years) | 1 year 8 months 19 days | |
Expiration Date | Apr. 15, 2022 | |
Issued on 04/15/16 [Member] | Option [Member] | ||
Number Outstanding | 775,000 | |
Number Exercisable | ||
Exercise Price | $ 4 | |
Proceeds to Company if Exercised | $ 3,100,000 | |
Issued on 06/23/16 [Member] | ||
Contractual Life (Years) | 6 years | |
Weighted Average Remaining Contractual Life (Years) | 11 days | |
Expiration Date | Jun. 23, 2022 | |
Issued on 06/23/16 [Member] | Option [Member] | ||
Number Outstanding | 15,000 | |
Number Exercisable | ||
Exercise Price | $ 4.65 | |
Proceeds to Company if Exercised | $ 60,000 | |
Issued on 09/13/16 [Member] | ||
Contractual Life (Years) | 6 years | |
Weighted Average Remaining Contractual Life (Years) | 22 days | |
Expiration Date | Sep. 13, 2022 | |
Issued on 09/13/16 [Member] | Option [Member] | ||
Number Outstanding | 25,000 | |
Number Exercisable | ||
Exercise Price | $ 5 | |
Proceeds to Company if Exercised | $ 116,250 | |
Issued on 11/11/16 [Member] | ||
Contractual Life (Years) | 6 years | |
Weighted Average Remaining Contractual Life (Years) | 7 days | |
Expiration Date | Nov. 11, 2022 | |
Issued on 11/11/16 [Member] | Option [Member] | ||
Number Outstanding | 10,000 | |
Number Exercisable | 10,000 | |
Proceeds to Company if Exercised | $ 50,000 |
Warrants And Options (Details N
Warrants And Options (Details Narrative) - USD ($) | Mar. 01, 2017 | Nov. 14, 2016 | Nov. 11, 2016 | Sep. 13, 2016 | Sep. 01, 2016 | Jul. 11, 2016 | May 04, 2016 | Mar. 01, 2016 | Dec. 14, 2015 | Dec. 09, 2015 | Dec. 02, 2015 | Oct. 06, 2015 | Aug. 14, 2015 | Jun. 11, 2015 | May 10, 2015 | Nov. 25, 2016 | Nov. 22, 2016 | Nov. 18, 2016 | Jun. 30, 2016 | Jun. 27, 2016 | Jun. 23, 2016 | Jun. 16, 2016 | May 25, 2016 | May 24, 2016 | May 20, 2016 | Apr. 15, 2016 | Nov. 18, 2015 | Oct. 28, 2015 | Sep. 16, 2015 | Aug. 17, 2015 | Jul. 23, 2015 | Jul. 20, 2015 | May 18, 2015 | Feb. 23, 2015 | Aug. 18, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 07, 2016 | Sep. 28, 2016 | Sep. 21, 2016 | Aug. 05, 2016 | Jun. 14, 2016 | Jun. 10, 2016 | Apr. 20, 2016 | Mar. 29, 2016 | Mar. 22, 2016 | Jan. 15, 2016 | Oct. 30, 2015 |
Extension of expiration date | Aug. 7, 2017 | May 10, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of stock | 40,000 | 45,000 | 341,458 | 75,000 | 12,500 | 94,516 | 5,484 | 2,601 | 100,000 | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||
Stock per shre price | $ 4.28 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | |||||||||||||||||||||||||||||||||||||||||
Proceeds from stock | $ 165,000 | $ 27,500 | $ 47,258 | $ 2,742 | $ 6,763 | $ 50,000 | $ 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Number of warrants and stock options exercised | 250,000 | 100,000 | 100,000 | 26,685 | 300,000 | 12,500 | 25,000 | 25,000 | ||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 1.05 | $ 2.20 | $ 0.50 | $ 1.75 | $ 2.20 | $ 2.20 | $ 2.20 | $ 2.20 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 262,500 | $ 220,000 | $ 50,000 | $ 660,000 | $ 27,500 | $ 55,000 | $ 55,000 | |||||||||||||||||||||||||||||||||||||||||
Common stock shares issued upon conversion | 250,000 | 100,000 | 100,000 | 300,000 | 12,500 | 25,000 | 25,000 | |||||||||||||||||||||||||||||||||||||||||
Weighted average exercise price | $ 4.53 | $ 2.40 | $ 2.60 | $ 2.40 | $ 2.20 | $ 2.60 | ||||||||||||||||||||||||||||||||||||||||||
Volatility | 82.90% | |||||||||||||||||||||||||||||||||||||||||||||||
Risk free rate | 1.70% | |||||||||||||||||||||||||||||||||||||||||||||||
Weighted average remaining contractual life | 1 year 10 months 24 days | |||||||||||||||||||||||||||||||||||||||||||||||
Fair market value | $ 101,830 | |||||||||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Dec. 1, 2015 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants and stock options exercised | 8,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 2.40 | |||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 19,200 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued upon conversion | 8,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock option [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options exercised to purchase common stock, Number | 50,000 | 50,000 | 37,000 | 5,000 | 55,000 | 29,000 | 9,000 | 8,000 | 88,000 | 20,000 | 20,000 | |||||||||||||||||||||||||||||||||||||
Exercise price | $ 5 | $ 4.65 | $ 3.01 | $ 3.01 | $ 3 | $ 3 | $ 3 | $ 4 | $ 2.50 | $ 3 | $ 3 | $ 3 | $ 4 | $ 3 | $ 3.75 | $ 4 | $ 3.80 | |||||||||||||||||||||||||||||||
Common stock shares issued upon conversion | 14,166 | 14,081 | 11,998 | 1,551 | 18,168 | 5,179 | 1,011 | 1,122 | 13,419 | 4,810 | ||||||||||||||||||||||||||||||||||||||
Expected term | 6 years | 6 years | 6 years | 6 years | 5 years | 4 years 6 months | 4 years 6 months | |||||||||||||||||||||||||||||||||||||||||
Share price | $ 4.30 | $ 4.65 | $ 3.35 | $ 3.75 | $ 3.31 | $ 3.55 | $ 3.45 | |||||||||||||||||||||||||||||||||||||||||
Weighted average exercise price | $ 5 | $ 4.65 | $ 4 | $ 4 | $ 3.75 | $ 4 | $ 3.80 | $ 3.75 | ||||||||||||||||||||||||||||||||||||||||
Volatility | 81.30% | 81.94% | 83.11% | 84.40% | 87.90% | 88.30% | 72.10% | |||||||||||||||||||||||||||||||||||||||||
Risk free rate | 1.92% | 1.56% | 1.25% | 1.22% | 1.58% | 1.65% | 1.54% | |||||||||||||||||||||||||||||||||||||||||
Weighted average remaining contractual life | 3 years 4 months 13 days | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares increased for future issuance | 750,000 | 750,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares reserved for future issuance | 1,750,000 | 1,750,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock options expired unexercised | 5,000 | 5,000 | 5,000 | 26,000 | 40,000 | |||||||||||||||||||||||||||||||||||||||||||
Stock options grants in period | 10,000 | 25,000 | 15,000 | 775,000 | 75,000 | 327,000 | 10,000 | |||||||||||||||||||||||||||||||||||||||||
Stock option vesting period | 12 months | 12 months | 6 months | |||||||||||||||||||||||||||||||||||||||||||||
Stock option expiration period | 6 years | 5 years | 3 years | 5 years | 3 years | |||||||||||||||||||||||||||||||||||||||||||
Stock option expiration period, description | These options vest six months after the date of grant, and expire four years after the vesting date | |||||||||||||||||||||||||||||||||||||||||||||||
Stock option vesting date | Aug. 17, 2015 | Jan. 23, 2016 | Aug. 18, 2015 | |||||||||||||||||||||||||||||||||||||||||||||
Stock option expiration date | Aug. 17, 2020 | Jan. 23, 2020 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock option expense | $ 1,678,748 | $ 1,493,334 | ||||||||||||||||||||||||||||||||||||||||||||||
Unrecognized unvested stock options compensation cost | $ 659,639 | |||||||||||||||||||||||||||||||||||||||||||||||
Share based compensation non-vested recognization period | 9 months | |||||||||||||||||||||||||||||||||||||||||||||||
Fair market value | $ 29,019 | $ 81,274 | $ 33,938 | $ 2,035,060 | $ 2,179,291 | |||||||||||||||||||||||||||||||||||||||||||
Stock option [Member] | 2015 Stock Incentive Plan [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares reserved for future issuance | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock option [Member] | Option amendment 1 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options grants in period | 37,000 | 630,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock option expiration period | 4 years | 4 years | ||||||||||||||||||||||||||||||||||||||||||||||
Amortization of stock option, realized value | $ 20,796 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock option vesting date | Aug. 16, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock option [Member] | Option amendment 1 [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 2.35 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock option [Member] | Option amendment 1 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 4.35 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock option [Member] | Option amendment 2 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options grants in period | 16,300 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock option expiration period | 4 years | |||||||||||||||||||||||||||||||||||||||||||||||
Stock option [Member] | Option amendment 2 [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 2.35 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock option [Member] | Option amendment 2 [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 4.35 | |||||||||||||||||||||||||||||||||||||||||||||||
Stock option one [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||
Stock options exercised to purchase common stock, Number | 4,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Exercise price | $ 3 | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares issued upon conversion | 1,209 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Details | ||
Net loss | $ (11,905,278) | $ (9,530,242) |
Tax adjustments | 904,807 | 755,551 |
Estimated net operating losses | $ (11,000,471) | $ (8,774,691) |
Tax rate | 28.00% | 26.00% |
Income tax recovery at statutory rate | $ (3,061,493) | $ (2,306,549) |
Valuation allowance | 3,061,493 | 2,306,549 |
Refund received re previous tax year | (4,604) | |
Provision for income taxes | $ 4,604 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Taxes Details 1 | ||
Net operating losses carried forward | $ 8,806,016 | $ 5,792,392 |
Valuation allowance | (8,806,016) | (5,792,392) |
Net deferred income tax asset |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Details Narrative | ||
Net operating losses | $ 11,000,471 | $ 8,774,691 |
Tax rate | 28.00% | 26.00% |
Commitments and Contingencies44
Commitments and Contingencies (Details) | Dec. 31, 2016USD ($) |
Commitments And Contingencies Details | |
2,017 | $ 143,157 |
2,018 | 143,156 |
2,019 | 143,157 |
2,020 | 98,429 |
2,021 | 56,560 |
Greater than 5 years | 586,786 |
Total minimum lease payments | 1,171,245 |
Less: Amount representing interest | 162,419 |
Present value of minimum lease payments | $ 1,008,826 |
Commitments and Contingencies45
Commitments and Contingencies (Details 1) | Dec. 31, 2016USD ($) |
Commitments And Contingencies Details 1 | |
2,017 | $ 189,610 |
2,018 | 161,049 |
Thereafter | 61,088 |
Total | $ 411,747 |
Commitments and Contingencies46
Commitments and Contingencies (Details Narrative) - USD ($) | Oct. 04, 2016 | Aug. 08, 2014 | Jul. 11, 2012 | Oct. 25, 2016 | Sep. 16, 2016 | Mar. 16, 2010 | Dec. 31, 2016 | May 31, 2017 | Mar. 31, 2017 | Nov. 02, 2016 | Dec. 31, 2015 | Apr. 15, 2015 |
Leased equipment amortized period | 5 years | |||||||||||
Accumulated depreciation related to the leased equipment | $ 183,296 | $ 70,038 | ||||||||||
Vehicles [Member] | Minimum [Member] | ||||||||||||
Leased equipment amortized period | 1 year | |||||||||||
Vehicles [Member] | Maximum [Member] | ||||||||||||
Leased equipment amortized period | 4 years | |||||||||||
Long Term Debt: Preface S.A. Loan Agreement [Member] | ||||||||||||
Fixed rate on lease | 4.85% | |||||||||||
Aggrement trem | 7 years | |||||||||||
Unsecured loan | $ 478,700 | |||||||||||
Hvidovre Hospital, Denmark Agreements [Member] | ||||||||||||
Aggrement trem | 2 years | |||||||||||
Amount payable | $ 1,448,336 | $ 2,120,550 | ||||||||||
Additional cost | $ 50,000 | |||||||||||
Bonn University Agreement [Member] | ||||||||||||
Aggrement trem | 2 years | |||||||||||
Amount payable | $ 410,105 | $ 220,826 | ||||||||||
Capital Lease Agreement [Member] | ||||||||||||
Maximum funding limit | $ 283,919 | |||||||||||
Leased equipment amortized period | 15 years | |||||||||||
Amount paid | $ 1,180,000 | |||||||||||
Purchase the Property outright upon payment | $ 35,332 | |||||||||||
Purchase price for the Property | $ 1,300,000 | |||||||||||
Increment liability | $ 31,547 | |||||||||||
Capital Lease Agreement [Member] | Minimum [Member] | ||||||||||||
Leased equipment amortized period | 27 years | |||||||||||
Capital Lease Agreement [Member] | Maximum [Member] | ||||||||||||
Leased equipment amortized period | 99 years | |||||||||||
First lease payment | $ 462,682 | |||||||||||
Quarterly lease payments | $ 14,143 | |||||||||||
Fixed rate on lease | 2.62% | |||||||||||
Consulting Agreement [Member] | ||||||||||||
Amount recevable against services | $ 25,925 | |||||||||||
Walloon Region Grant [Member] | ||||||||||||
Maximum funding limit | $ 1,102,045 | |||||||||||
Amount repayable | 330,614 | |||||||||||
Other income | $ 771,432 | |||||||||||
Royalty percetage on revenue | 6.00% | |||||||||||
Maximum amount payable | $ 330,614 | |||||||||||
Outstanding amount repaid | $ 239,129 |
Subsequent Events (Narrative Na
Subsequent Events (Narrative Narrative) - USD ($) | Mar. 01, 2017 | Jan. 01, 2017 | Nov. 14, 2016 | Nov. 11, 2016 | Sep. 13, 2016 | Sep. 01, 2016 | Mar. 01, 2016 | Feb. 14, 2017 | Feb. 13, 2017 | Jan. 26, 2017 | Jun. 30, 2016 | Jun. 23, 2016 | Apr. 15, 2016 | Aug. 17, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock issued | 26,126,049 | 18,763,272 | ||||||||||||||
Stock option [Member] | ||||||||||||||||
Fair market value | $ 29,019 | $ 81,274 | $ 33,938 | $ 2,035,060 | $ 2,179,291 | |||||||||||
Stock options expired unexercised | 5,000 | 5,000 | 5,000 | 26,000 | 40,000 | |||||||||||
Warrant [Member] | ||||||||||||||||
Fair market value | $ 101,830 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Option granted to purchase shares | 50,000 | 25,000 | 25,000 | |||||||||||||
Options vesting date | January 1, 2018 | February 13, 2018 | ||||||||||||||
Option expiry term | 5 years | 3 years | 5 years | |||||||||||||
Exercise price | $ 4.80 | $ 2.47 | $ 5 | |||||||||||||
Stock price | $ 4.57 | $ 4.52 | $ 4.52 | |||||||||||||
Volatility | 80.70% | 55.65% | 80.17% | |||||||||||||
Risk free rate | 2.26% | 0.66% | 2.24% | |||||||||||||
Expected trem | 6 years | 6 months | 6 years | |||||||||||||
Fair market value | $ 157,890 | $ 76,773 | ||||||||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||||||||
Option granted to purchase shares | 2,000 | |||||||||||||||
Exercise price | $ 2.40 | |||||||||||||||
Net cash proceeds | $ 4,800 | |||||||||||||||
Common stock issued | 2,000 |