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Document and Entity Information
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3 Months Ended | |
|---|---|---|
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Mar. 31, 2013
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May 10, 2013
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| Document And Entity Information | ||
| Entity Registrant Name | TherapeuticsMD, Inc. | |
| Entity Central Index Key | 0000025743 | |
| Document Type | 10-Q | |
| Document Period End Date | Mar. 31, 2013 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --12-31 | |
| Is Entity a Well-known Seasoned Issuer? | No | |
| Is Entity a Voluntary Filer? | No | |
| Is Entity's Reporting Status Current? | Yes | |
| Entity Filer Category | Accelerated Filer | |
| Entity Common Stock, Shares Outstanding | 131,151,334 | |
| Document Fiscal Period Focus | Q1 | |
| Document Fiscal Year Focus | 2013 |
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- Definition
If the value is true, then the document is an amendment to previously-filed/accepted document. No definition available.
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- Definition
End date of current fiscal year in the format --MM-DD. No definition available.
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- Definition
This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY. No definition available.
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- Definition
This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. No definition available.
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- Definition
The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
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- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other". No definition available.
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- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. No definition available.
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- Definition
Indicate "Yes" or "No" whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Indicate "Yes" or "No" if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. No definition available.
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- Definition
Indicate "Yes" or "No" if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A. No definition available.
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- Details
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| X | ||||||||||
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- Definition
Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due after one year (or beyond the operating cycle if longer), including liabilities for compensation costs, fringe benefits other than pension and postretirement obligations, rent, contractual rights and obligations, and statutory obligations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount due from customers or clients, within one year of the balance sheet date (or the normal operating cycle, whichever is longer), for goods or services (including trade receivables) that have been delivered or sold in the normal course of business, reduced to the estimated net realizable fair value by an allowance established by the entity of the amount it deems uncertain of collection. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Value received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of deferred revenue as of balance sheet date. Deferred revenue represents collections of cash or other assets related to a revenue producing activity for which revenue has not yet been recognized. Generally, an entity records deferred revenue when it receives consideration from a customer before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Carrying value of amounts transferred to third parties for security purposes that are expected to be returned or applied towards payment after one year or beyond the operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Carrying amount (lower of cost or market) as of the balance sheet date of inventories less all valuation and other allowances. Excludes noncurrent inventory balances (expected to remain on hand past one year or one operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all Liabilities and Stockholders' Equity items (or Partners' Capital, as applicable), including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
Total obligations incurred as part of normal operations that is expected to be repaid beyond the following twelve months or one business cycle. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
The carrying value as of the balance sheet date of the current portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Carrying value as of the balance sheet date of notes payable (with maturities initially due after one year or beyond the operating cycle if longer), excluding current portion. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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| X | ||||||||||
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- Definition
Aggregate carrying amount, as of the balance sheet date, of current assets not separately disclosed in the balance sheet. Current assets are expected to be realized or consumed within one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Aggregate carrying amount of current liabilities (due within one year or within the normal operating cycle if longer) not separately disclosed in the balance sheet. Includes costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered and of liabilities not separately disclosed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Sum of the carrying amount for an unclassified balance sheet date of expenditures made in advance of when the economic benefit of the cost will be realized, and which will be expensed in future periods with the passage of time or when a triggering event occurs and the carrying amount as of the balance sheet date of assets not otherwise specified in the taxonomy. Also includes assets not individually reported in the financial statements, or not separately disclosed in notes. No definition available.
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| X | ||||||||||
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- Definition
Amount, net of accumulated depreciation, depletion and amortization, of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cumulative amount of the reporting entity's undistributed earnings or deficit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $)
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Mar. 31, 2013
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Dec. 31, 2012
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| Condensed Consolidated Balance Sheets Parenthetical | ||
| Allowance for doubtful accounts | $ 63,843 | $ 42,048 |
| Debt discount on notes payable | $ 0 | $ 1,102,680 |
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 250,000,000 | 250,000,000 |
| Common stock, shares issued | 129,196,747 | 99,784,982 |
| Common stock, shares outstanding | 129,196,747 | 99,784,982 |
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- Details
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| X | ||||||||||
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- Definition
A valuation allowance for trade and other receivables due to an Entity within one year (or the normal operating cycle, whichever is longer) that are expected to be uncollectible. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The amount of debt discount that was originally recognized at the issuance of the instrument that has yet to be amortized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)
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3 Months Ended | |
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Mar. 31, 2013
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Mar. 31, 2012
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| Condensed Consolidated Statements Of Operations | ||
| Revenues, net | $ 1,537,195 | $ 721,692 |
| Cost of goods sold | 380,346 | 336,124 |
| Gross profit | 1,156,849 | 385,568 |
| Operating expenses: | ||
| Sales, general, and administration | 4,526,582 | 2,827,050 |
| Research and development | 1,565,201 | 411,961 |
| Depreciation and amortization | 7,957 | 14,578 |
| Total operating expense | 6,099,740 | 3,253,589 |
| Operating loss | (4,942,891) | (2,868,021) |
| Other income (expense) | ||
| Interest expense | (1,165,831) | (101,973) |
| Financing costs | (263,987) | |
| Loan guaranty costs | (2,944) | (11,745) |
| Loss on extinguishment of debt | (10,307,864) | |
| Total other income (expense) | (1,432,762) | (10,421,582) |
| Loss before taxes | (6,375,653) | (13,289,603) |
| Provision for income taxes | ||
| Net loss | $ (6,375,653) | $ (13,289,603) |
| Net loss per share, basic and diluted | $ (0.06) | $ (0.16) |
| Weighted average number of shares outstanding | 103,052,956 | 84,556,216 |
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- Details
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- Definition
The expense incurred for loan guaranty costs. No definition available.
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- Definition
Total costs related to goods produced and sold during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount of debt issuance costs (for example, but not limited to, legal, accounting, broker, and regulatory fees). No definition available.
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| X | ||||||||||
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- Definition
The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The amount of net income or loss for the period per each share in instances when basic and diluted earnings per share are the same amount and reported as a single line item on the face of the financial statements. Basic earnings per share is the amount of net income or loss for the period per each share of common stock or unit outstanding during the reporting period. Diluted earnings per share includes the amount of net income or loss for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period. No definition available.
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| X | ||||||||||
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- Definition
Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
This element represents the income or loss from continuing operations attributable to the economic entity which may also be defined as revenue less expenses from ongoing operations, after income or loss from equity method investments, but before income taxes, extraordinary items, and noncontrolling interest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The sum of the current income tax expense or benefit and the deferred income tax expense or benefit pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The cost of borrowed funds accounted for as interest that was charged against earnings during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense. No definition available.
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total revenue from sale of goods and services rendered during the reporting period, in the normal course of business, reduced by sales returns and allowances, and sales discounts. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Average number of shares or units issued and outstanding that are used in calculating basic and diluted earnings per share (EPS). No definition available.
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
The expense incurred for loan guaranty costs. No definition available.
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| X | ||||||||||
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- Definition
Warrants issued in the period for financing in a noncash transaction. No definition available.
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount of noncash expense included in interest expense to issue debt and obtain financing associated with the related debt instruments. Alternate captions include noncash interest expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Amount of increase (decrease) in cash. Cash is the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation. No definition available.
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| X | ||||||||||
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- Definition
Amount of deferred revenue recognized for transactions arising during the current reporting period. Deferred revenue is a liability as of the balance sheet date related to a revenue producing activity for which revenue has not yet been recognized. Generally, an Entity records deferred revenue when it receives consideration from a customer before achieving certain criteria that must be met for revenue to be recognized in conformity with GAAP. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The increase (decrease) during the reporting period in the aggregate amount of accrued expenses and other operating obligations not separately disclosed in the statement of cash flows. No definition available.
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in interest payable, which represents the amount owed to note holders, bond holders, and other parties for interest earned on loans or credit extended to the reporting entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The increase (decrease) during the reporting period in the aggregate value of all inventory held by the reporting entity, associated with underlying transactions that are classified as operating activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
The increase (decrease) during the reporting period in other current operating assets not separately disclosed in the statement of cash flows. No definition available.
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- Definition
The amount of cash paid for interest during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The fair value of restricted stock or stock options granted to nonemployees as payment for services rendered or acknowledged claims. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash inflow or outflow from financing activity for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash inflow or outflow from investing activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow to acquire asset without physical form usually arising from contractual or other legal rights, excluding goodwill. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash inflow from additional borrowings, net of cash paid to third parties in connection with debt origination. No definition available.
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- Definition
The cash inflow from the additional capital contribution to the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash inflow from a borrowing having initial term of repayment within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash inflow associated with the amount received from holders exercising their stock options. This item inherently excludes any excess tax benefit, which the entity may have realized and reported separately. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of the current period expense charged against operations, the offset which is generally to the allowance for doubtful accounts for the purpose of reducing receivables, including notes receivable, to an amount that approximates their net realizable value (the amount expected to be collected). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow during the period from the repayment of aggregate short-term and long-term debt. Excludes payment of capital lease obligations. No definition available.
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- Definition
The cash outflow for a borrowing supported by a written promise to pay an obligation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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THE COMPANY
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3 Months Ended |
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Mar. 31, 2013
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| Company | |
| THE COMPANY | NOTE 1 – THE COMPANY
TherapeuticsMD, Inc., a Nevada corporation, or TherapeuticsMD or the Company, has two wholly owned subsidiaries, vitaMedMD, LLC, a Delaware limited liability company, organized on May 13, 2008, or VitaMed, and BocaGreenMD, Inc., a Nevada corporation, incorporated on January 10, 2012, or BocaGreen. Unless the context otherwise requires, TherapeuticsMD, VitaMed, and BocaGreen collectively are sometimes referred to as "our company," "we," "our," or "us."
Nature of Business
We are a women’s healthcare product company focused on creating and commercializing products targeted exclusively for women. We currently manufacture and distribute branded and generic prescription prenatal vitamins as well as over-the-counter, or OTC, vitamins and cosmetics. |
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- Definition
The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
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Mar. 31, 2013
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| Basis Of Presentation And Recently Issued Accounting Pronouncements | |||||||||||||||||||||
| BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS | NOTE 2 – BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Interim Financial Statements
The accompanying unaudited interim condensed consolidated financial statements of TherapeuticsMD have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles, or GAAP, for complete financial statements. In our opinion, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission, or the SEC. The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2012.
Fair Value of Financial Instruments
Our financial instruments consist primarily of receivables, accounts payable, accrued expenses, and short-term debt. The carrying amount of receivables, accounts payable, and accrued expenses approximates their fair value because of the short-term maturity of such instruments and are considered Level 1 assets under the fair value hierarchy. Interest rates that are currently available to us for issuance of short and long-term debt with similar terms and remaining maturities are used to estimate the fair value of our short and long-term debt and would be considered Level 3 inputs under the fair value hierarchy.
We categorize our assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy as defined by ASC 820 “Fair Value Measurements and Disclosures”. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3).
Assets and liabilities recorded in the consolidated balance sheet at fair value are categorized based on a hierarchy of inputs, as follows:
At March 31, 2013 and 2012, we had no assets or liabilities that were valued at fair value on a recurring basis.
Earnings Per Share
We calculate earnings per share, or EPS, in accordance with ASC 260, “Earnings Per Share,” which requires the computation and disclosure of two EPS amounts, basic and diluted. We compute basic EPS based on the weighted average number of shares of Common Stock outstanding during the period. We compute diluted EPS based on the weighted average number of shares of Common Stock outstanding plus all potentially dilutive common shares outstanding during the period. Such potential dilutive common shares consist of stock options and warrants. Potential common shares totaling 26,988,914 and 12,121,321 at March 31, 2013 and 2012, respectively, have been excluded from the diluted earnings per share calculation as they are anti-dilutive due to the net loss reported by us.
Recently Issued and Newly Adopted Accounting Pronouncements
We do not expect that the adoption of any recent accounting pronouncements will have a material impact on our condensed consolidated financial statements.
Liquidity
In March and April 2013, we sold an aggregate of 29,411,765 and 1,954,587 shares, respectively, of our common stock in a public offering to raise $45.4 million and $3.1 million, respectively, after deducting underwriting discounts and commissions and other offering expenses paid by us. We believe our existing cash and cash equivalents will be sufficient to fund our operations, including the clinical development of our hormone therapy products for the next 12 months. In light of this public offering, we have re-evaluated our ability to continue as a going concern. Accordingly, we are of the opinion that the substantial doubt regarding our ability to continue as a going concern has been mitigated. |
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- Definition
The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity. No definition available.
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INVENTORY
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Mar. 31, 2013
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| INVENTORY | NOTE 3 – INVENTORY
Inventory consists of the following:
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- Definition
The entire disclosure for inventory. This may include, but is not limited to, the basis of stating inventory, the method of determining inventory cost, the major classes of inventory, and the nature of the cost elements included in inventory. If inventory is stated above cost, accrued net losses on firm purchase commitments for inventory and losses resulting from valuing inventory at the lower-of-cost-or-market may also be included. For LIFO inventory, may disclose the amount and basis for determining the excess of replacement or current cost over stated LIFO value and the effects of a LIFO quantities liquidation that impacts net income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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OTHER CURRENT ASSETS
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Mar. 31, 2013
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| OTHER CURRENT ASSETS | NOTE 4 – OTHER CURRENT ASSETS
Other current assets consist of the following:
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The entire disclosure for other current assets. No definition available.
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FIXED ASSETS
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Mar. 31, 2013
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| FIXED ASSETS | NOTE 5 – FIXED ASSETS
Fixed assets consist of the following:
Depreciation expense for the three months ended March 31, 2013 and 2012 was $4,703 and $7,008, respectively. |
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- Definition
The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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INTANGIBLE ASSETS
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Mar. 31, 2013
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| INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS
Intangible assets consist of the following:
Amortization expense for the three months ended March 31, 2013 and 2012 was $3,254 and $7,570 respectively. |
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The entire disclosure for all or part of the information related to intangible assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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OTHER CURRENT LIABILITIES
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Mar. 31, 2013
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| OTHER CURRENT LIABILITIES | NOTE 7 – OTHER CURRENT LIABILITIES
Other current liabilities consist of the following:
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The entire disclosure for other liabilities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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NOTES PAYABLE
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Mar. 31, 2013
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| Notes Payable [Abstract] | |
| NOTES PAYABLE | NOTE 8 – NOTES PAYABLE
Issuance and Payment of Multiple Advance Revolving Credit Note
On January 31, 2013, we entered into a business loan agreement with Plato and Associates, LLC, a Missouri limited liability company, or Plato, for a Multiple Advance Revolving Credit Note, or the Note. The Note allows us to draw down funding up to the $10 million maximum principal amount, at a stated interest rate of 6% per annum, or the Stated Interest Rate. Plato may make advances to us from time to time under the Note at our request, which advances will be of a revolving nature and may be made, repaid, and made from time to time. Interest payments shall be due and payable on the tenth day following the end of each calendar quarter in which any interest is accrued and unpaid, commencing on April 10, 2013, and the principal balance outstanding under the Note, together with all accrued interest and other amounts payable under the Note, if any, will be due and payable on February 24, 2014. This note is secured by substantially all assets of the Company. On each of February 25 and March 13, 2013, $200,000 was drawn against the Note. On March 21, 2013, we repaid $401,085, including accrued interest, and as of March 31, 2013, there was no balance outstanding under the Note.
As additional consideration for the Note, we issued Plato a warrant to purchase 1,250,000 shares of our Common Stock at an exercise price $3.20 per share (see NOTE 9 – STOCKHOLDERS’ EQUITY for more details).
Borrowing Under Amended Bank LOC
In February 2013, we borrowed $100,000 from First United Bank under the Amended Bank LOC. The Amended Bank LOC required a personal guarantee and cash collateral limited to $100,000 which was provided by Reich Family Limited Partnership, or the Reich Family LP, an entity controlled by Mitchell Krassan, an officer of the Company.
Issuance of Promissory Notes
In January and February 2012, we sold 6% promissory notes for an aggregate of $900,000 with due dates of March 1, 2012. As discussed below in Issuance and Settlement of February 2012 Notes, these promissory notes were modified on February 24, 2012 through the issuance of secured promissory notes, or the February 2012 Notes.
Issuance and Settlement of February 2012 Notes
On February 24, 2012, we issued the February 2012 Notes to an individual and an entity, or the Parties, both of which are stockholders of the Company, in the principal base amounts of $1,358,014 and $1,357,110, respectively, and granted Warrants for the purchase in the aggregate of 9,000,000 shares of our common stock, or the February 2012 Warrants pursuant to the terms of a Note Purchase Agreement, also dated February 24, 2012. As consideration for the February 2012 Notes and the February 2012 Warrants, we received an aggregate of $1,000,000 of new funding from the Parties and the Parties surrendered certain promissory notes previously issued by us in the amount of $1,700,000 plus accrued interest of $15,124. Under the February 2012 Notes, the Parties loaned us an additional $3,000,000 during March, April, and May 2012.
On June 19, 2012, we settled $3,102,000 in principle and interest of the February 2012 Notes in exchange for the exercise of 8,145,486 common stock purchase warrants. As discussed below in Issuance and Payment of June 2012 Notes, the remaining balance of $2,691,847 of the February 2012 Notes was modified on June 19, 2012 through the issuance of secured promissory notes, or the June 2012 Notes (see NOTE 9 – STOCKHOLDERS’ EQUITY, Warrants Issued in Conjunction with Debt, for more details).
Issuance and Payment of June 2012 Notes
On June 19, 2012, we issued the June 2012 Notes to the Parties in the principal base amounts of $2,347,128 and $2,344,719, respectively, pursuant to the terms of a note purchase agreement, or the June 2012 Note Purchase Agreement. As consideration for the June 2012 Notes, the Parties surrendered the remaining balance of the February 2012 Notes in the aggregate amounts of $1,347,128 and $1,344,719, respectively (which sums included principle and interest through June 19, 2012), and we received an aggregate of $2,000,000 of new funding from the Parties, or the "June Funding. The principal base amount of each of the June 2012 Notes, plus any additional advance made to us thereafter, together with accrued interest at the annual rate of 6%, was due in one lump sum payment on February 24, 2014. As security for our obligations under the June 2012 Note Purchase Agreement and the June 2012 Notes, we entered into a Security Agreement and pledged all of our assets, tangible and intangible, as further described therein. We also granted 7,000,000 common stock purchase warrants in connection with the June Funding. On March 21, 2013, we repaid $4,882,019 including accrued interest, leaving a balance of $21,595 in accrued interest as of March 31, 2013 related to secured promissory notes issued on June 19, 2012. |
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- Definition
The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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STOCKHOLDERS' EQUITY
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Mar. 31, 2013
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| STOCKHOLDERS' EQUITY | NOTE 9 – STOCKHOLDERS’ EQUITY
Common Stock
At March 31, 2013, we had 250,000,000 shares of common stock, $0.001 par value per share authorized, with 129,196,747 shares issued and outstanding.
Public Offering
On March 14, 2013, we entered into an underwriting agreement, or the "Underwriting Agreement", with Jefferies LLC, as representative of the underwriters named therein, or the Underwriters, relating to the issuance and sale of 29,411,765 shares of our common stock. The price to the public in the offering was $1.70 per share and the Underwriters agreed to purchase the shares from us pursuant to the Underwriting Agreement at a price of $1.581 per share. The net proceeds to us from this offering was approximately $45.4 million, after deducting underwriting discounts and commissions and other offering expenses payable by us. In addition, under the terms of the Underwriting Agreement, we granted the Underwriters a 30-day option to purchase up to an additional 4,411,765 shares of common stock. The offering closed on March 20, 2013.
Warrants to Purchase Common Stock of the Company
As of March 31, 2013, we had common stock purchase warrants, or the Warrant(s), outstanding for an aggregate of 13,443,499 shares of our common stock with a weighted average contractual remaining life of 4.7 years and exercise prices ranging from $0.24 to $3.20 per share, resulting in a weighted average exercise price of $1.77 per share.
The valuation methodology used to determine the fair value of our Warrants is the Black-Scholes-Merton option-pricing model, or the Black-Scholes Model, an acceptable model in accordance with ASC 718-10, “Compensation – Stock Compensation”, or ASC 718-10. The Black-Scholes Model requires the use of a number of assumptions, including volatility of the stock price, the risk-free interest rate and the term of the Warrant.
Warrants Issued in Conjunction with Debt
On January 31, 2013, we granted a common stock purchase warrant for the purchase of 1,250,000 shares of our common stock in connection with the issuance of the Note, or the Plato Warrant (see NOTE 8 – NOTES PAYABLE, Issuance and payment of Multiple Advance Revolving Credit Note). The Plato Warrant has an exercise price of $3.20 per share. The Plato Warrant will vest and become exercisable on October 31, 2013 and may be exercised any time after that date prior to the January 31, 2019 expiration date of the Plato Warrant. The Plato Warrant, with a fair value of approximately $1,711,956, was valued on the date of the grant using a term of six years; a volatility of 44.29%; risk free rate of 0.88%; and a dividend yield of 0%. At March 31, 2013, $1,447,969 was reported as deferred financing costs included in other current assets in the accompanying condensed balance sheet and is being amortized over the life of the Note. For the three months ended March 31, 2013, $263,987 was recorded as financing costs on the accompanying condensed consolidated financial statements.
On June 19, 2012, we granted Warrants for the purchase of an aggregate of 7,000,000 shares of our common stock in connection with the issuance of the June 2012 Notes, or the June 2012 Warrant (see NOTE 8 – NOTES PAYABLE, Issuance and payment of June 2012 Notes). Of the June 2012 Warrants issued, 6,000,000 are exercisable at $2.00 per share and 1,000,000 are exercisable at $3.00 per share. The fair value of the June 2012 Warrants of $9,424,982 was determined by using the Black-Scholes Model on the date of the grant using a term of 5 years; a volatility of 44.64%; risk free rate of 0.75%; and a dividend yield of 0%. The relative fair value of the June 2012 Warrants of $1,649,890 was determined by using the relative fair value calculation method on the date of the grant. As a result of the repayment of the associated debt on March 21, 2013, we expensed the remaining unamortized debt discount of $885,709 at the time of the repayment.
On February 24, 2012, we issued Warrants for the purchase of an aggregate of 5,685,300 shares of our common stock in connection with the modification of certain existing promissory notes, or the Modification Warrants, and Warrants for the purchase of an aggregate of 3,314,700 shares of our common stock in connection with the issuance of the February 2012 Notes, or the February 2012 Warrants (see NOTE 8 – NOTES PAYABLE, Issuance and settlement of February 2012 Notes). Both the Modification Warrants and the February 2012 Warrants are exercisable at $0.38 per share. The Modification Warrants’ fair value of $10,505,247 and the February 2012 Warrants’ fair value of $6,124,873 was determined by using the Black-Scholes Model on the date of the grant using a term of 5 years; a volatility of 44.5%; risk free rate of 0.89%; and a dividend yield of 0%. We recorded the fair value of the Modification Warrants as part of the loss on extinguishment of debt in the accompanying condensed consolidated financial statements. The relative fair value of the February 2012 Warrants of $859,647 was recorded as debt discount. As a result of the surrender of the February 2012 Notes on June 19, 2012, we expensed the remaining unamortized debt discount.
Warrants Issued for Services
In March 2012, we issued Warrants for the purchase of an aggregate of 31,000 shares of our common stock to five unaffiliated individuals for services rendered. The Warrants were valued on the date of the grant using a term of 5 years; a volatility of 44.81%; risk free rate of 1.04%; and a dividend yield of 0%; $29,736 was recorded as consulting expense in the accompanying consolidated financial statements.
A summary of our Warrant activity and related information for 2013 follows:
As of March 31, 2013, we had Warrants outstanding with exercise prices ranging from $0.24 to $3.20 per share. As of March 31, 2013, unamortized costs associated with Warrants totaled approximately $1,274,000.
Stock Options
In 2009, we adopted the 2009 Long Term Incentive Compensation Plan, or the LTIP, to provide financial incentives to our employees, members of the Board, and advisers and consultants of ours who are able to contribute towards the creation of or who have created stockholder value by providing them stock options and other stock and cash incentives, or the Awards. The Awards available under the LTIP consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, EVA awards, and other stock or cash awards as described in the LTIP. There are 25,000,000 shares authorized for issuance under the LTIP. Under this plan, non-qualified stock options for the purchase of an aggregate of 11,688,597 shares of our common stock were outstanding at March 31, 2013.
On February 23, 2012, our Board of Directors adopted the 2012 Stock Incentive Plan, a non-qualified plan not requiring approval by our shareholders, or 2012 SOP. The 2012 SOP was designed to serve as an incentive for retaining qualified and competent key employees, officers and directors, and certain consultants and advisors of ours. There are 10,000,000 shares authorized for issuance under the 2012 SOP. Under this plan, non-qualified stock options for the purchase of an aggregate of 2,225,000 shares of our common stock were outstanding at March 31, 2013.
The valuation methodology used to determine the fair value of Options is the Black-Scholes Model. The Black-Scholes Model requires the use of a number of assumptions including volatility of the stock price, the risk-free interest rate, and the expected life.
The assumptions used in the Black-Scholes Model during the three months ended March 31, 2013 are set forth in the table below.
The risk-free interest rate assumption is based upon observed interest rates on zero coupon U.S. Treasury bonds whose maturity period is appropriate for the expected life. Estimated volatility is a measure of the amount by which our stock price is expected to fluctuate each year during the term of the award. Our estimated volatility is an average of the historical volatility of the stock prices of our peer entities whose stock prices were publicly available. Our calculation of estimated volatility is based on historical stock prices over a period equal to the term of the awards. We used the historical volatility of our peer entities due to the lack of sufficient historical data on our stock price. The average expected life is based on the contractual term of the option using the simplified method.
On March 29, 2013, we issued ten-year Options to employees and consultants for the purchase of an aggregate of 180,109 shares with exercise prices ranging from $1.70 to $2.70. An aggregate of 500 shares available under the Options vest over a four-year period on the anniversary of issuance, an aggregate of 12,500 shares vest monthly over a one-year period, an aggregate of 75,000 shares vest as follows (an aggregate of 31,250 vest immediately and an aggregate of 43,750 vest monthly over the subsequent seven months), and 92,109 shares vest monthly over a thirteen-month period from the date of issuance.
On March 30, 2012, we issued ten-year Options to employees and consultants for the purchase of an aggregate of 480,000 shares with an exercise price of $2.40. An aggregate of 405,000 shares available under the Options vest over a four-year period on anniversary of issuance, an aggregate of 60,000 shares vest over a two-year period on the anniversary of issuance, and 15,000 shares vest monthly over a twelve-month period from the date of issuance.
On March 30, 2012, our Board of Directors approved a cashless exercise provision for use by holders of Options. Also on March 30, 2012, an individual exercised his right to purchase 245,485 shares of our common stock. The aggregate purchase price of approximately $60,000 was paid pursuant to a cashless exercise provision wherein the individual surrendered his right to receive 25,000 shares thereunder. The 220,485 shares were issued in reliance upon an exemption from the registration provisions of the Securities Act of 1933 due to Section 4(1) of the Act and Rule 144 and are covered by a lock-up agreement.
On February 27, 2012, we issued Options to our officers and directors. The ten-year Options are for the purchase of an aggregate of 600,000 shares and have an exercise price of $2.20 per share. The Options vest in full on February 27, 2013.
In January 2012, certain individuals exercised their right to purchase an aggregate of 1,630,022 shares of our common stock for an aggregate purchase price of $166,000. The shares were issued in reliance upon an exemption from the registration provisions of the Securities Act of 1933 due to Section 4(1) of the Act and Rule 144 and are covered by a lock- up agreement.
A summary of activity under the LTIP and SOP and related information follows:
The weighted-average issue date fair value of Options issued during the three months ended March 31, 2013 was $0.87.
As of March 31, 2013, we had Options outstanding with exercise prices ranging from $0.10 to $3.40 per share.
Share-based compensation expense for Options recognized in our results for the three months ended March 31, 2013 and 2012 ($599,960 and $88,585, respectively) is based on awards vested and we estimated no forfeitures. ASC 718-10, requires forfeitures to be estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from the estimates.
At March 31, 2013, total unrecognized estimated compensation expense related to non-vested Options issued prior to that date was approximately $3,908,000 which is expected to be recognized over a weighted-average period of 1.7 years. No tax benefit was realized due to a continued pattern of operating losses. |
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The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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INCOME TAXES
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| INCOME TAXES | NOTE 10 – INCOME TAXES
Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We do not expect to pay any significant federal or state income tax for 2013 as a result of the losses recorded during the three months ended March 31, 2013, additional losses expected for the remainder of 2013 as well as from net operating loss carry forwards from prior years. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is "more likely than not" that some component or all of the benefits of deferred tax assets will not be realized. As of March 31, 2013, we maintain a full valuation allowance for all deferred tax assets. Based on these requirements, no provision or benefit for income taxes has been recorded. There were no recorded unrecognized tax benefits at the end of the reporting period. |
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The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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RELATED PARTIES
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| RELATED PARTIES | NOTE 11 – RELATED PARTIES
Loan Guaranty
In March 2011, VitaMed entered into a Business Loan Agreement and Promissory Note for a $300,000 bank line of credit, or the Bank LOC for which the bank required personal guarantees and cash collateral. Personal guarantees and cash collateral limited to $100,000 each were provided by Robert Finizio and John Milligan, officers of VitaMed, and by Reich Family LP. The Bank LOC accrued interest at the rate of 3.020% per annum based on a year of 360 days and was due on March 1, 2012. On March 19, 2012, the bank and VitaMed negotiated a one year extension to the Bank LOC, or the Bank LOC Extension and a subsequent two-month extension until May 1, 2013, or the Second Bank LOC Extension.
In consideration for the personal guarantees and cash collateral, VitaMed issued Warrants for an aggregate of 613,713 shares. On November 13, 2012, the Company and the bank amended the Business Loan Agreement and Promissory Note to reduce the bank line of credit to $100,000, or the Amended Bank LOC. As part of the Amended Bank LOC, the personal guarantees and cash collateral for Mr. Finizio and Mr. Milligan were released. In accordance with the terms of the Warrants, the Warrants previously granted to Mr. Finizio and Mr. Milligan were amended to reflect the amount vested prior to the date of the Amended Bank LOC (179,000 each). At March 31, 2013, an aggregate of 562,571 Warrants were vested.
In February 2013, we borrowed $100,000 from First United Bank under the Amended Bank LOC. The Amended Bank LOC required a personal guarantee and cash collateral limited to $100,000 which was provided by Reich Family LP.
Lock-Up Agreements
As required by the terms of the merger agreement with VitaMed dated July 18, 2011, Lock-Up Agreements, or the Agreements were entered into between us and security holders covering the aggregate of approximately 70,000,000 shares of our common stock issued pursuant to this merger or reserved for issuance pursuant to Options and Warrants. Each security holder agreed that from the date of the Agreements until 18 months thereafter, or the Lock-Up Period, they would not make or cause any sale of our securities. After the completion of the Lock-Up Period, the security holder agreed not to sell or dispose of more than 2.5% of the aggregate common stock or shares reserved for issuance for Options and Warrants per quarter over the following 12 month period, or the Dribble Out Period. Upon the completion of the Dribble Out Period, the Agreements shall terminate.
Purchases by Related Parties
During the three months ended March 31, 2013 and 2012, the Company sold its products to Dr. Bernick, our Chief Medical Officer and a director of our company, in the amounts of $0 and $1,440, respectively, while $0 and $1,272 in receivables related thereto remained outstanding at March 31, 2013 and December 31, 2012, respectively.
Agreements with Pernix Therapeutics, LLC
On February 29, 2012, Cooper C. Collins, President and largest shareholder of Pernix Therapeutics, LLC, or Pernix, was elected to serve on the Company's Board of Directors. The Company closed a Stock Purchase Agreement with Pernix on October 4, 2011. From time to time, the Company has entered into agreements with Pernix in the normal course of business primarily for the purchase of inventory. During the three months ended March 31, 2013 and 2012, the Company made purchases of approximately $0 and $96,250, respectively, from Pernix. At March 31, 2013 and December 31, 2012, there were amounts due to Pernix of approximately $308,000 and $308,000 outstanding, respectively. Additionally, there were amounts due to the Company from Pernix for legal fee reimbursement in regards to the Aceto litigation described below in the amounts of $102,464 and $0 for the periods ending March 31, 2013 and December 31, 2012, respectively |
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BUSINESS CONCENTRATIONS
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| BUSINESS CONCENTRATIONS | NOTE 12 - BUSINESS CONCENTRATIONS
We purchase our products from several suppliers with approximately 100% and 87% of our purchases from one supplier for the three months ended March 31, 2013 and 2012, respectively.
We sell our prescription dietary supplement products to wholesale distributors, specialty pharmacies, specialty distributors, and chain drug stores that generally sell products to retail pharmacies, hospitals, and other institutional customers. For the quarter ended March 31, 2013, 66.19% of our recognized revenue was generated from sales to only two customers, Cardinal Health, Inc. and McKesson Corporation. For the quarter ended March 31, 2012, 7.9% of our recognized revenue was generated from sales to Cardinal Health, Inc. and McKesson Corporation. |
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The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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COMMITMENTS AND CONTINGENCIES
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| COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES
Office Lease
We lease administrative and distribution facilities in Boca Raton, Florida pursuant to a 45 month non-cancelable operating lease expiring in 2013. The lease stipulates, among other things, base monthly rents of $5,443 plus our share of monthly estimated operating expenses of $3,500 and sales tax. We plan to lease different facilities but have not signed a new lease. The hold over provision of our current lease allows the landlord to charge 200% of the existing lease until the Company extends the lease or vacates the facilities.
The rental expense related to our current lease totaled $31,211 and $28,459 for the three months ended March 31, 2013 and 2012, respectively. Future minimum rental payments through June 30, 2013 total $16,329.
Litigation
We are party to various legal actions arising in the ordinary course of business, including actions related to our intellectual property. While it is not feasible to determine the actual outcome of these actions at this time, we do not believe that these matters, including those described below, will have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.
Aceto Corporation On November 13, 2012, Aceto Corporation filed a lawsuit against TherapeuticsMD and Boca Green in the United States District Court for the Southern District of Florida seeking to enjoin us from using the Quatrefolic product and trademarks, among other things. Based on our initial assessment of the case which is in the pre-discovery stage, we believe that the case is without merit and, as a result, should not have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.
Avion Pharmaceuticals, LLC On November 30, 2012, Avion Pharmaceuticals, LLC, filed a lawsuit against TherapeuticsMD and Boca Green in the United States District Court for the Northern District of Georgia seeking to enjoin us from using the Prena1 name, among other things. Based on our initial assessment of the case which is in the early discovery stage, we believe that the case is without merit and, as a result, should not have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.
For additional information on these litigation matters, see our Annual Report on Form 10K for the year ended December 31, 2012 |
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SUBSEQUENT EVENTS
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| SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS
Payment to Pernix
On April 15, 2013, we paid $308,000 due to Pernix for inventory purchases. See NOTE 11 – RELATED PARTIES, Agreements with Pernix Therapeutics, LLC.
Additional Shares Purchased under Public Offering
As part of the March 2013 public offering of our common stock described in NOTE 9 – STOCKHOLDERS’ EQUITY, Public Offering, on April 12, 2013, the Underwriters notified us that they were exercising their option to purchase an additional 1,954,587 shares of our common stock to cover over-allotments We issued these shares to the Underwriters on April 18, 2013, and received proceeds of approximately $3.1 million, net of expenses.
Repayment of June 2012 Secured Promissory Notes
As previously mentioned in NOTE 8 – NOTES PAYABLE, Borrowing Under Amended Bank LOC, on April 25, 2013, we paid the balance of accrued interest in the aggregate of $21,595 under the June 2012 Notes.
Repayment of Amended Bank LOC
As previously mentioned in NOTE 8 – NOTES PAYABLE, Borrowing Under Amended Bank LOC, in February 2013, we borrowed $100,000 from First United Bank under the Amended Bank LOC. The Amended Bank LOC required a personal guarantee and cash collateral limited to $100,000 which was provided by the Reich Family LP. On April 25, 2013, we paid the principal and interest due under the Amended Bank LOC of $100,735. On May 1, 2013, the Amended Bank LOC expired and was not renewed. Accordingly, the personal guarantee was canceled and the cash collateral was refunded to Reich Family LP (see NOTE 11 – RELATED PARTIES for more details).
Change in LTIP and 2012 SOP
On May 2, 2013 the Board of Directors, or the Board, changed the LTIP and 2012 SOP in regards to the vesting of options upon a corporate ownership change in control. Prior to this Board action, if a change in control occurred all options vested only if the Board affirmatively voted. This change no longer requires a Board vote, the options automatically vest upon a change in control.
Issuance of Options to Directors
On May 2, 2013, the Compensation Committee of our Board recommended the granting of non-qualified stock options to our directors. The Board approved the recommendation to grant (i) an option for the purchase of 225,000 shares of our common stock to the Chairman of the Board, (ii) options for the purchase of 75,000 shares of our common stock to the chair of each committee of the Board, and (iii) options for the purchase of 50,000 shares of our common stock to the remaining directors. These options vest in full on December 31, 2012.
Forfeiture of Options by Robert Finizio
On May 8, 2013, Robert Finizio, our Chief Executive Officer, forfeited his contractual right stemming from his 2012 employment agreement to receive 600,000 shares upon exercise of options granted under our non-qualified employee stock option plan. In addition, Mr Finizio agreed not to accept future options for his role as a member of the Board or employee. Mr. Finizio gave up these rights with the understanding that these options would be returned to the pool of options available for issuance under the plan so that they could potentially be granted to attract future employees needed by our company to execute our business plan.
Consulting Agreement with Sancilio & Company, Inc.
We entered into a consulting agreement with Sancilio & Company, Inc., or SCI, on May 7, 2013, to develop drug platforms specifically pertaining to estradiol and progesterone second generation technology, enabling an improved set of functional characteristics when used separately or in combination as hormone replacement drug products, or the Drug Products, including services in support of our ongoing and future drug development and commercialization efforts, regulatory approval efforts, third-party investment and financing efforts, marketing efforts, chemistry, manufacturing and controls efforts, drug launch and post-approval activities. These services include support of our efforts to successfully obtain FDA approval for the Drug Products, including a vaginal capsule for the treatment of vulvar and vaginal atrophy, or VVA.
In connection with its entry into this consulting agreement, SCI agreed to forfeit its rights to receive warrants for the purchase of an aggregate of 833,000 shares of our common stock that were to be issued pursuant to a prior consulting agreement between our company and SCI, dated May 17, 2012. As consideration for SCI’s entry into the consulting agreement, we agreed to issue a new warrant to SCI for the right to purchase 850,000 shares of our common stock that will vest in three equal installments, (i) June 30, 2013, (ii) upon acceptance of the IND application by the FDA for the Drug Product, and (iii) upon the receipt by our company of any final FDA approval of a Drug Product that SCI helped us design. In no event will this warrant vest earlier than June 30, 2013. |
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- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses. No definition available.
|
|
STOCKHOLDERS' EQUITY (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2013
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| Stockholders Equity Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of warrant activity | A summary of our Warrant activity and related information for 2013 follows:
|
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| Schedule of assumptions used in the Black-Scholes Model | The assumptions used in the Black-Scholes Model during the three months ended March 31, 2013 are set forth in the table below.
|
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| Schedule of activity under the LTIP | A summary of activity under the LTIP and related information follows:
|
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| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Tabular disclosure of the change in stock options. No definition available.
|
|
BASIS OF PRESENTATION AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Details Narrative) (USD $)
|
1 Months Ended | 3 Months Ended | ||
|---|---|---|---|---|
|
Apr. 30, 2013
|
Mar. 31, 2013
|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
| Basis Of Presentation And Recently Issued Accounting Pronouncements Details Narrative | ||||
| Anti-dilutive shares excluded from earnings per share calculation | 26,988,914 | 12,121,321 | ||
| Issuance of shares of common stock for cash | 1,954,587 | 29,411,765 | ||
| Proceeds from sale of common stock, net | $ 3,100,000 | $ 45,400,000 | $ 45,430,472 | |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow from the additional capital contribution to the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares issued as consideration for cash. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
INVENTORY (Details) (USD $)
|
Mar. 31, 2013
|
Dec. 31, 2012
|
|---|---|---|
| Inventory | ||
| Finished Product | $ 902,331 | $ 1,124,739 |
| Raw Material | 326,963 | 380,000 |
| Deferred Costs | 108,576 | 110,471 |
| Inventory | $ 1,337,870 | $ 1,615,210 |
| X | ||||||||||
|
- Definition
Sum of the carrying amounts as of the balance sheet date of deferred costs capitalized at the end of the reporting period that are expected to be charged against earnings within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount before last-in first-out (LIFO) and valuation reserves of merchandise or goods held by the entity that are readily available for sale. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying amount (lower of cost or market) as of the balance sheet date of inventories less all valuation and other allowances. Excludes noncurrent inventory balances (expected to remain on hand past one year or one operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Gross amount of unprocessed items to be consumed in the manufacturing or production process. Also includes purchased parts that will be used as components of a finished product. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
OTHER CURRENT ASSETS (Details) (USD $)
|
Mar. 31, 2013
|
Dec. 31, 2012
|
|---|---|---|
| Other Current Assets | ||
| Deferred financing costs | $ 1,447,969 | |
| Prepaid consulting | 410,042 | 432,216 |
| Deposits with Vendors | 232,752 | 189,375 |
| Prepaid Insurance | 81,760 | 127,403 |
| Prepaid guaranty costs | 2,944 | |
| Other prepaid costs | 2,997 | |
| Other current assets | $ 2,175,520 | $ 751,938 |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Carrying amount as of the balance sheet date of unamortized costs of consulting contracts, which will be charged against earnings ratably over the period in which contractually agreed upon services will be provided; such periods expire within one year or the normal operating cycle, if longer. Current portion. No definition available.
|
| X | ||||||||||
|
- Definition
Carrying amount as of the balance sheet date of the unamortized carrying amount of the contractual right to remit fees, as compensation in exchange for having a guarantee provided, which will be charged against earnings over the life of the guarantee. Current portion. No definition available.
|
| X | ||||||||||
|
- Definition
Funds held by vendors of the company as deposits or down payments for services provided or goods to be provided. No definition available.
|
| X | ||||||||||
|
- Definition
Net amount of current deferred finance costs capitalized at the end of the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate carrying amount, as of the balance sheet date, of current assets not separately disclosed in the balance sheet. Current assets are expected to be realized or consumed within one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Sum of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying amount as of the balance sheet date of unamortized costs of insurance coverage, which will be charged against earnings ratably over the period in which contractually agreed upon coverage's will be in effect; such periods expire within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
FIXED ASSETS (Details Narrative) (USD $)
|
3 Months Ended | |
|---|---|---|
|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
| Fixed Assets Details Narrative | ||
| Depreciation Expense | $ 4,703 | $ 7,008 |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
FIXED ASSETS (Details) (USD $)
|
Mar. 31, 2013
|
Dec. 31, 2012
|
|---|---|---|
| Fixed assets, gross | $ 149,178 | $ 126,273 |
| Accumulated depreciation | (65,303) | (60,600) |
| Fixed Assets, net | 83,875 | 65,673 |
|
Equipment
|
||
| Fixed assets, gross | 90,573 | 67,668 |
|
Furniture and Fixtures
|
||
| Fixed assets, gross | 46,625 | 46,625 |
|
Leasehold Improvements
|
||
| Fixed assets, gross | $ 11,980 | $ 11,980 |
| X | ||||||||||
|
- Definition
The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Gross amount of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount, net of accumulated depreciation, depletion and amortization, of long-lived physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
INTANGIBLE ASSETS (Details Narrative) (USD $)
|
3 Months Ended | |
|---|---|---|
|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
| Intangible Assets Details Narrative | ||
| Amortization of intangible assets | $ 3,254 | $ 7,570 |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
INTANGIBLE ASSETS (Details) (USD $)
|
Mar. 31, 2013
|
Dec. 31, 2012
|
|---|---|---|
| Intangible assets | $ 317,250 | $ 239,555 |
|
Patent costs
|
||
| Intangible assets | 305,920 | 224,971 |
|
Website costs
|
||
| Accumulated amortization | 80,413 | 77,159 |
| Intangible assets | $ 11,330 | $ 14,584 |
| X | ||||||||||
|
- Definition
Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
OTHER CURRENT LIABILITIES (Details Narrative) (USD $)
|
Mar. 31, 2013
|
Dec. 31, 2012
|
|---|---|---|
| Other Current Liabilities Details Narrative | ||
| Dividends Payable, amount per share | $ 0.40 | $ 0.40 |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The per share amount of a dividend declared, but not paid, as of the financial reporting date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
OTHER CURRENT LIABILITIES (Details) (USD $)
|
Mar. 31, 2013
|
Dec. 31, 2012
|
||||
|---|---|---|---|---|---|---|
| Other Current Liabilities | ||||||
| Accrued offering costs | $ 576,500 | |||||
| Accrued payroll and commission costs | 254,554 | 397,210 | ||||
| Accrued vacation | 184,087 | 114,899 | ||||
| Allowance for coupons and returns | 81,968 | 53,002 | ||||
| Dividends payable(1) | 41,359 | [1] | 41,359 | [1] | ||
| Other accrued expenses | 6,450 | 119,400 | ||||
| Other current liabilities | $ 1,144,918 | $ 725,870 | ||||
|
||||||
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Aggregate allowance consisting of: (i) sales discounts given by the entity, including, but not limited to, early payments of accounts due, (ii) the total deduction from sales during the period arising from goods returned by customers (other than under warranty provisions), and (iii) price reductions (allowance, price protection agreements) given by the entity. Discounts, returns and allowances are a deduction from gross revenue in arriving at net revenue. No definition available.
|
| X | ||||||||||
|
- Definition
Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of the obligations incurred through that date and payable for employees' services provided. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of obligations incurred and payable for unused vacation time owed to employees based on the entity's vacation benefit given to its employees. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of dividends declared but unpaid on equity securities issued by the entity and outstanding. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of obligations incurred through that date and payable arising from transactions not otherwise specified in the taxonomy. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate carrying amount of current liabilities (due within one year or within the normal operating cycle if longer) not separately disclosed in the balance sheet. Includes costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered and of liabilities not separately disclosed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
NOTES PAYABLE (Details Narrative) (USD $)
|
3 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Mar. 31, 2013
|
Mar. 31, 2012
|
Dec. 31, 2012
|
Feb. 28, 2013
First United Bank Line of Credit
|
Mar. 31, 2011
First United Bank Line of Credit
|
Jan. 31, 2013
Plato and Associates Note
|
Mar. 31, 2013
Plato and Associates Note
|
Feb. 28, 2013
Plato and Associates Note
|
Feb. 24, 2012
Promissory Notes
|
Feb. 28, 2012
Promissory Notes
|
Jun. 19, 2012
Promissory Note Individual - February 2012 Notes Issuance
|
Feb. 24, 2012
Promissory Note Individual - February 2012 Notes Issuance
|
Jun. 19, 2012
Promissory Note Entity - February 2012 Notes Issuance
|
Feb. 24, 2012
Promissory Note Entity - February 2012 Notes Issuance
|
Jun. 19, 2012
Promissory Notes - February 2012 Notes Issuance
|
Feb. 24, 2012
Promissory Notes - February 2012 Notes Issuance
|
Jun. 19, 2012
Promissory Note Individual - June 2012 Notes Issuance
|
Jun. 19, 2012
Promissory Note Entity - June 2012 Notes Issuance
|
Apr. 25, 2013
Promissory Notes - June 2012 Notes Issuance
|
Mar. 21, 2013
Promissory Notes - June 2012 Notes Issuance
|
Jun. 19, 2012
Promissory Notes - June 2012 Notes Issuance
|
|
| Debt Interest rate | 3.02% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | 6.00% | ||||||||||||||
| Promissory notes, principal | $ 10,000,000 | $ 900,000 | $ 1,358,014 | $ 1,357,110 | $ 2,347,128 | $ 2,344,179 | |||||||||||||||
| Proceeds from revolving credit note | 400,000 | 200,000 | 200,000 | ||||||||||||||||||
| Repayment of revolving credit note | 400,000 | 401,085 | |||||||||||||||||||
| Warrants Issued in conjunction with debt | 1,250,000 | 9,000,000 | 7,000,000 | ||||||||||||||||||
| Exercise Price per share of warrants issued | 3.20 | 0.38 | |||||||||||||||||||
| Proceeds from notes and loans payable | 100,000 | 2,400,000 | 100,000 | 300,000 | |||||||||||||||||
| Collateral for line of credit | 100,000 | 100,000 | |||||||||||||||||||
| New Funding | 1,000,000 | 2,000,000 | |||||||||||||||||||
| Notes surrendered | 1,700,000 | 1,347,128 | 1,344,719 | 2,691,847 | |||||||||||||||||
| Accrued Interest forfeited | 15,124 | ||||||||||||||||||||
| Value of debt converted via warrant conversion | 3,102,000 | ||||||||||||||||||||
| Number of shares issued in warrant conversion (as related to debt) | 8,145,486 | ||||||||||||||||||||
| Repayment of notes payable | (4,691,847) | (779) | 21,595 | 4,882,019 | |||||||||||||||||
| Accrued Interest | $ 21,595 | ||||||||||||||||||||
| X | ||||||||||
|
- Definition
The amount of accrued interest forfeited in conjunction with notes issued on February 24, 2012. No definition available.
|
| X | ||||||||||
|
- Definition
Total proceeds of notes issued on February 24, 2012 and June 19, 2012. No definition available.
|
| X | ||||||||||
|
- Definition
The amount of other promissory notes surrendered in conjunction with notes issued on February 24, 2012 and June 19, 2012. No definition available.
|
| X | ||||||||||
|
- Definition
Exercise price of modification warrants issued. No definition available.
|
| X | ||||||||||
|
- Definition
Warrants to purchase company's common stock issued in conjunction with the sale of notes. No definition available.
|
| X | ||||||||||
|
- Definition
The amount of a specific compensating balance arrangement that is maintained under an agreement for a bank loan or future credit availability. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Interest rate stated in the contractual debt agreement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Carrying value as of the balance sheet date of [accrued] interest payable on all forms of debt, including trade payables, that has been incurred and is unpaid. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Including the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow from additional borrowings, net of cash paid to third parties in connection with debt origination. No definition available.
|
| X | ||||||||||
|
- Definition
The cash inflow from a borrowing having initial term of repayment within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow during the period from the repayment of aggregate short-term and long-term debt. Excludes payment of capital lease obligations. No definition available.
|
| X | ||||||||||
|
- Definition
The cash outflow for a borrowing supported by a written promise to pay an obligation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
STOCKHOLDERS' EQUITY (Details Narrative) (USD $)
|
0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Apr. 12, 2013
|
Apr. 30, 2013
|
Mar. 31, 2013
|
Mar. 31, 2013
|
Mar. 31, 2012
|
Dec. 31, 2012
|
Mar. 29, 2013
Stock Options
|
Mar. 30, 2012
Stock Options
|
Feb. 27, 2012
Stock Options
|
Jan. 31, 2012
Stock Options
|
Mar. 31, 2013
Stock Options
|
Mar. 31, 2012
Stock Options
|
Dec. 31, 2012
Stock Options
|
Mar. 31, 2013
2009 Long Term Incentive Compensation Plan
|
Mar. 31, 2013
2012 Stock Incentive Plan
|
Jan. 31, 2013
Plato and Associates Note
|
Mar. 21, 2013
Promissory Notes - June 2012 Notes Issuance
|
Jun. 19, 2012
Promissory Notes - June 2012 Notes Issuance
|
Feb. 24, 2012
Promissory Notes - February 2012 Notes Issuance
|
Mar. 31, 2013
Lower Range
Stock Options
|
Mar. 29, 2013
Lower Range
Stock Options
|
Mar. 31, 2013
Upper Range
Stock Options
|
Mar. 29, 2013
Upper Range
Stock Options
|
Mar. 31, 2013
Warrants
|
Dec. 31, 2012
Warrants
|
Mar. 31, 2013
Warrants
Lower Range
|
Mar. 31, 2013
Warrants
Upper Range
|
Jun. 19, 2012
Warrants Tranche 1
Promissory Notes - June 2012 Notes Issuance
|
Feb. 24, 2012
Warrants Tranche 1
Promissory Notes - February 2012 Notes Issuance
|
Jun. 19, 2012
Warrants Tranche 2
Promissory Notes - June 2012 Notes Issuance
|
Feb. 24, 2012
Warrants Tranche 2
Promissory Notes - February 2012 Notes Issuance
|
Dec. 31, 2012
Warrants Issued for Services - March 2012
|
|
| Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | |||||||||||||||||||||||||||||
| Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||
| Common stock, shares issued | 129,196,747 | 129,196,747 | 99,784,982 | |||||||||||||||||||||||||||||
| Common stock, shares outstanding | 129,196,747 | 129,196,747 | 99,784,982 | |||||||||||||||||||||||||||||
| Shares issued in private placement | 29,411,765 | |||||||||||||||||||||||||||||||
| Share price | $ 1.70 | $ 1.70 | ||||||||||||||||||||||||||||||
| Price per share for private placement shares that may be purchased by underwriter | $ 1.581 | $ 1.581 | ||||||||||||||||||||||||||||||
| Proceeds from sale of common stock, net | $ 3,100,000 | $ 45,400,000 | $ 45,430,472 | |||||||||||||||||||||||||||||
| Options to purchase shares granted to underwriter | 4,411,765 | |||||||||||||||||||||||||||||||
| Warrants outstanding | 13,443,499 | 12,193,499 | ||||||||||||||||||||||||||||||
| Warrant Exercise Price | 1.77 | 1.63 | 0.24 | 3.20 | ||||||||||||||||||||||||||||
| Warrants Issued in conjunction with debt | 1,250,000 | 7,000,000 | 9,000,000 | 6,000,000 | 1,000,000 | |||||||||||||||||||||||||||
| Exercise Price per share of warrants issued | 3.20 | 0.38 | 2.00 | 3.00 | ||||||||||||||||||||||||||||
| Warrants Fair Value | 1,711,956 | 9,424,982 | 10,505,247 | 6,124,873 | ||||||||||||||||||||||||||||
| Expected term | 6 years | 5 years | 5 years | 5 years | ||||||||||||||||||||||||||||
| Volatility rate | 44.29% | 44.64% | 44.50% | 44.81% | ||||||||||||||||||||||||||||
| Risk-free rate | 0.88% | 0.89% | 0.75% | 1.04% | ||||||||||||||||||||||||||||
| Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||||||||||
| Financing costs | 263,987 | 263,987 | 1,649,890 | |||||||||||||||||||||||||||||
| Amortization of debt discount | 1,102,680 | 53,292 | 885,709 | 859,647 | ||||||||||||||||||||||||||||
| Warrants Issued - Note Modification | 5,685,300 | |||||||||||||||||||||||||||||||
| Warrants Issued - new Funding | 3,314,700 | |||||||||||||||||||||||||||||||
| Warrants issued for consulting services | 31,000 | |||||||||||||||||||||||||||||||
| Awards issued for services, professional fees recognized | 29,736 | |||||||||||||||||||||||||||||||
| Unamortized costs warrants | 1,274,000 | |||||||||||||||||||||||||||||||
| Shares authorized under incentive plan | 25,000,000 | 10,000,000 | ||||||||||||||||||||||||||||||
| Shares issued under incentive plans | 13,913,597 | 13,733,488 | 11,688,597 | 2,225,000 | ||||||||||||||||||||||||||||
| Options Granted | 180,109 | 480,000 | 600,000 | 180,109 | ||||||||||||||||||||||||||||
| Weighted Average Exercise Price of options | $ 2.40 | $ 2.20 | $ 1.16 | $ 1.16 | $ 0.10 | $ 1.70 | $ 3.40 | $ 2.70 | ||||||||||||||||||||||||
| Term of options granted | 10 years | 10 years | 9 years 7 months 6 days | |||||||||||||||||||||||||||||
| Option vesting terms | An aggregate of 500 shares available under the Options vest over a four-year period on the anniversary of issuance, an aggregate of 12,500 shares vest monthly over a one-year period, an aggregate of 75,000 shares vest as follows (an aggregate of 31,250 vest immediately and an aggregate of 43,750 vest monthly over the subsequent seven months) and 92,109 shares vest monthly over a thirteen-month period from the date of issuance. | An aggreate of 405,000 shares available under the Options vest over a four-year period on anniversary of issuance, an aggregate of 60,000 shares vest over a two-year period on the annieversary of issuance, and 15,000 shares vest monthly over a twelve-month period from the date of issuance. | ||||||||||||||||||||||||||||||
| Shares issued for exercise of options, value | 3,100,000 | 60,000 | 166,000 | |||||||||||||||||||||||||||||
| Shares issued for exercise of options, shares | 1,954,587 | 245,485 | 1,630,022 | |||||||||||||||||||||||||||||
| Noncash options exercised shares forfeited in lieu of cash | 25,000 | |||||||||||||||||||||||||||||||
| Noncash options exercised net options received | 220,485 | |||||||||||||||||||||||||||||||
| Weighted average grant date fair value of options granted | $ 0.87 | |||||||||||||||||||||||||||||||
| Share based compensation expense | 609,030 | 88,585 | 599,960 | 88,585 | ||||||||||||||||||||||||||||
| Unrecognized estimated stock compensation expense | $ 3,908,000 | $ 3,908,000 | ||||||||||||||||||||||||||||||
| Period for recognition of remaining unrecognized compensation expense | 1 year 8 months 12 days | |||||||||||||||||||||||||||||||
| X | ||||||||||
|
- Definition
The net number of options exercised to purchase shares by an employee on March 30, 2012 under the cashless exercise provision, taking into calculation the number of shares forfeited in lieu of cash payment. No definition available.
|
| X | ||||||||||
|
- Definition
Shares surrendered in lieu of cash to satisfy the cashless exercise provision. No definition available.
|
| X | ||||||||||
|
- Definition
Number of options to purchase shares of common stock granted to the underwriter in conjunction with the private placement of shares of common stock. No definition available.
|
| X | ||||||||||
|
- Definition
Weighted average remaining contractual term for option awards granted in the period, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
|
- Definition
Price of a single share of a number of saleable stocks of a company that may be purchased by the underwriting agent. No definition available.
|
| X | ||||||||||
|
- Definition
The number of warrants to purchase company's common stock issued in conjunction with the sale of a note on February 24, 2012 that were issued in consideration of the modification of the prior notes. No definition available.
|
| X | ||||||||||
|
- Definition
Warrants issued for consulting services provided. No definition available.
|
| X | ||||||||||
|
- Definition
Exercise price of modification warrants issued. No definition available.
|
| X | ||||||||||
|
- Definition
The fair value of outstanding warrants as of the balance sheet date. No definition available.
|
| X | ||||||||||
|
- Definition
Warrants to purchase company's common stock issued in conjunction with the sale of notes. No definition available.
|
| X | ||||||||||
|
- Definition
The number of warrants to purchase company's common stock issued in conjunction with the sale of notes on February 24, 2012 and June 19, 2012 that were issued in consideration of the new funding. No definition available.
|
| X | ||||||||||
|
- Definition
Amount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The exercise price of each class of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate amount of each class of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The maximum number of common shares permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Amount of debt issuance costs (for example, but not limited to, legal, accounting, broker, and regulatory fees). No definition available.
|
| X | ||||||||||
|
- Definition
As of the balance sheet date, the aggregate unrecognized cost of equity-based awards made to employees under equity-based compensation awards that have yet to vest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average period over which unrecognized compensation is expected to be recognized for equity-based compensation plans, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate unrecognized cost of share-based awards, other than options, made to employees under an equity-based compensation plan, that have yet to vest. No definition available.
|
| X | ||||||||||
|
- Definition
Expected dividends to be paid to holders of the underlying shares or financial instruments (expressed as a percentage of the share or instrument's price). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Period the instrument, asset or liability is expected to be outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Measure of dispersion, in percentage terms (for instance, the standard deviation or variance), for a given stock price. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Risk-free interest rate assumption used in valuing an instrument. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash inflow from the additional capital contribution to the entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
A fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The aggregate amount of noncash, equity-based employee remuneration. This may include the value of stock or unit options, amortization of restricted stock or units, and adjustment for officers' compensation. As noncash, this element is an add back when calculating net cash generated by operating activities using the indirect method. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Description of award terms as to how many shares or portion of an award are no longer contingent on satisfaction of either a service condition, market condition or a performance condition, thereby giving the employee the legal right to convert the award to shares, to sell the shares, and be entitled to the cash proceeds of such sale. For example, vesting may be expressed as being 25 percent of the shares under option on each anniversary of the grant date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The maximum number of shares (or other type of equity) originally approved (usually by shareholders and board of directors), net of any subsequent amendments and adjustments, for awards under the equity-based compensation plan. As stock or unit options and equity instruments other than options are awarded to participants, the shares or units remain authorized and become reserved for issuance under outstanding awards (not necessarily vested). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Gross number of share options (or share units) granted during the period. No definition available.
|
| X | ||||||||||
|
- Definition
The weighted average grant-date fair value of options granted during the reporting period as calculated by applying the disclosed option pricing methodology. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of shares reserved for issuance under stock option agreements awarded under the plan that validly exist and are outstanding as of the balance sheet date, including vested options. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Price of a single share of a number of saleable stocks of a company. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of new stock issued during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of share options (or share units) exercised during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Value of stock issued as a result of the exercise of stock options. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
STOCKHOLDERS' EQUITY (Details) (Warrants, USD $)
|
3 Months Ended |
|---|---|
|
Mar. 31, 2013
|
|
|
Warrants
|
|
| Number of shares under warrant | |
| Warrants outstanding, beginning | 12,193,499 |
| Warrants granted | 1,250,000 |
| Warrants exercised | |
| Warrants expired | |
| Warrants cancelled | |
| Warrants outstanding, ending | 13,443,499 |
| Vested and Exercisable | 13,075,317 |
| Weighted Average Exercise Price | |
| Warrants outstanding, beginning | 1.63 |
| Warrants granted | 3.20 |
| Warrants outstanding, ending | 1.77 |
| Vested and Exercisable | 1.81 |
| Weighted Average Remaining Contractual Life | |
| Warrants outstanding, beginning | 4 years 9 months 18 days |
| Warrants granted | 5 years 9 months 18 days |
| Warrants outstanding, ending | 4 years 8 months 12 days |
| Vested and Exercisable | 4 years 7 months 6 days |
| Aggregate Intrinsic Value | |
| Warrants outstanding, beginning | $ 17,971,994 |
| Warrants outstanding, ending | 5,541,549 |
| Vested and Exercisable | $ 1,539,539 |
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The weighted average remaining contractual life of warrants outstanding. No definition available.
|
| X | ||||||||||
|
- Definition
The weighted average remaining contractual life of warrants granted in the period. No definition available.
|
| X | ||||||||||
|
- Definition
The weighted average remaining contractual life of warrants vested and exercisable. No definition available.
|
| X | ||||||||||
|
- Definition
The exercise price of each class of warrants granted in the period. No definition available.
|
| X | ||||||||||
|
- Definition
The exercise price of each class of warrants vested and exercisable. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The number of shares into which fully or partially vested non option equity instruments outstanding as of the balance sheet date can be currently converted. No definition available.
|
| X | ||||||||||
|
- Definition
Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of warrants vested and exercisable. No definition available.
|
| X | ||||||||||
|
- Definition
Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of warrants outstanding. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
The exercise price of each class of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Aggregate amount of each class of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of non-option equity instruments exercised by participants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares under non-option equity instrument agreements for which rights to exercise lapsed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares under non-option equity instrument agreements that were cancelled as a result of occurrence of a terminating event. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Net number of non-option equity instruments granted to participants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
STOCKHOLDERS' EQUITY (Details 1) (Stock Options)
|
3 Months Ended | 12 Months Ended |
|---|---|---|
|
Mar. 31, 2013
|
Dec. 31, 2012
|
|
| Expected dividend yield | 0.00% | 0.00% |
|
Lower Range
|
||
| Risk-free interest rate | 0.77% | 0.61% |
| Expected Volatility | 43.01% | 40.77% |
| Expected term | 5 years 6 months | 5 years |
|
Upper Range
|
||
| Risk-free interest rate | 0.81% | 2.23% |
| Expected Volatility | 44.94% | 46.01% |
| Expected term | 6 years 3 months | 6 years 3 months |
| X | ||||||||||
|
- Definition
The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Expected term of share-based compensation awards, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The risk-free interest rate assumption that is used in valuing an option on its own shares. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
STOCKHOLDERS' EQUITY (Details 2) (USD $)
|
0 Months Ended | 1 Months Ended | 3 Months Ended | |||
|---|---|---|---|---|---|---|
|
Apr. 12, 2013
|
Mar. 29, 2013
Stock Options
|
Mar. 30, 2012
Stock Options
|
Feb. 27, 2012
Stock Options
|
Jan. 31, 2012
Stock Options
|
Mar. 31, 2013
Stock Options
|
|
| Number Options | ||||||
| Options outstanding, beginning | 13,733,488 | |||||
| Options Granted | 180,109 | 480,000 | 600,000 | 180,109 | ||
| Options Exercised | 1,954,587 | 245,485 | 1,630,022 | |||
| Options Expired | ||||||
| Options Cancelled | ||||||
| Options outstanding, ending | 13,913,597 | |||||
| Vested and exercisable | 9,196,154 | |||||
| Weighted Average Exercise Price | ||||||
| Options outstanding, beginning | $ 1.16 | |||||
| Granted | $ 2.12 | |||||
| Exercised | ||||||
| Cancelled | ||||||
| Options outstanding, ending | $ 2.40 | $ 2.20 | $ 1.16 | |||
| Vested and exercisable | $ 0.53 | |||||
| Weighted Average Remaining Contractual Life | ||||||
| Options outstanding, beginning | 7 years 8 months 12 days | |||||
| Granted | 10 years | 10 years | 9 years 7 months 6 days | |||
| Options outstanding, ending | 7 years 10 months 24 days | |||||
| Vested and exercisable | 6 years 8 months 12 days | |||||
| Aggregate Intrinsic Value | ||||||
| Options outstanding, beginning | $ 26,804,117 | |||||
| Options outstanding, ending | 13,955,624 | |||||
| Vested and exercisable | $ 12,729,500 | |||||
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Weighted average remaining contractual term for option awards granted in the period, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
|
- Definition
Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of vested portions of options outstanding and currently exercisable. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average remaining contractual term for vested portions of options outstanding and currently exercisable or convertible, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of options or other stock instruments for which the right to exercise has lapsed under the terms of the plan agreements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average price of options that were either forfeited or expired. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Gross number of share options (or share units) granted during the period. No definition available.
|
| X | ||||||||||
|
- Definition
Amount of difference between fair value of the underlying shares reserved for issuance and exercise price of options outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of shares reserved for issuance under stock option agreements awarded under the plan that validly exist and are outstanding as of the balance sheet date, including vested options. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
As of the balance sheet date, the weighted-average exercise price for outstanding stock options that are fully vested or expected to vest. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Weighted average price at which option holders acquired shares when converting their stock options into shares. No definition available.
|
| X | ||||||||||
|
- Definition
Weighted average price at which grantees can acquire the shares reserved for issuance on stock options awarded. No definition available.
|
| X | ||||||||||
|
- Definition
Number of share options (or share units) exercised during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
RELATED PARTIES (Details Narrative) (USD $)
|
0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Oct. 02, 2011
|
Mar. 31, 2013
|
Mar. 31, 2012
|
Mar. 31, 2013
Dr. Bernick, Director
|
Mar. 31, 2012
Dr. Bernick, Director
|
Mar. 31, 2013
Pernix Therapeutics
|
Mar. 31, 2012
Pernix Therapeutics
|
Dec. 31, 2012
Pernix Therapeutics
|
Nov. 13, 2012
First United Bank Line of Credit
|
Feb. 28, 2013
First United Bank Line of Credit
|
Mar. 31, 2011
First United Bank Line of Credit
|
Mar. 31, 2013
First United Bank Line of Credit
|
|
| Proceeds from notes and loans payable | $ 100,000 | $ 2,400,000 | $ 100,000 | $ 300,000 | ||||||||
| Collateral for line of credit | 100,000 | 100,000 | ||||||||||
| Debt Interest rate | 3.02% | |||||||||||
| First United line of credit, Personal Guarantees Warrants Issued | 613,713 | |||||||||||
| Warrants amended, warrants vested prior to the amendment | 358,000 | |||||||||||
| Warrants vested | 562,571 | |||||||||||
| Shares exchanged, on a pro rata basis with VitaMed | 70,000,000 | |||||||||||
| Revenues | 0 | 1,440 | ||||||||||
| Related Party Receivable | 0 | 1,272 | ||||||||||
| Purchases | 380,346 | 336,124 | 0 | 96,250 | ||||||||
| Related Party Accounts Payable | 308,000 | 308,000 | ||||||||||
| Legal Fee reimbursement due from related parties | $ 102,464 | $ 0 | ||||||||||
| X | ||||||||||
|
- Definition
Warrants to purchase shares of common stock issued in consideration of personal guarantees by officers of the company for the bank line of credit received from First United Bank in March 2011. No definition available.
|
| X | ||||||||||
|
- Definition
The number of shares into which fully or partially vested non option equity instruments outstanding as of the balance sheet date can be currently converted. No definition available.
|
| X | ||||||||||
|
- Definition
The number of shares exchanged with VitaMed as part of the merger agreement. This has been applied by calculation a conversion ratio of all outstanding Units, VitaMed Options and VitaMed Warrants divided by 70,000,000. No definition available.
|
| X | ||||||||||
|
- Definition
The number of warrants vested for personal guarantors as of the date of the Line of Credit Amendment. No definition available.
|
| X | ||||||||||
|
- Definition
Amount for accounts payable to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
For an unclassified balance sheet, amount of receivables arising from transactions with related parties. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The amount of a specific compensating balance arrangement that is maintained under an agreement for a bank loan or future credit availability. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Total costs related to goods produced and sold during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Interest rate stated in the contractual debt agreement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
For an unclassified balance sheet, amounts due from related parties including affiliates, employees, joint ventures, officers and stockholders, immediate families thereof, and pension funds. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
The cash inflow from a borrowing having initial term of repayment within one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
|
- Definition
Aggregate revenue recognized during the period (derived from goods sold, services rendered, insurance premiums, or other activities that constitute an entity's earning process). For financial services companies, also includes investment and interest income, and sales and trading gains. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
BUSINESS CONCENTRATIONS (Details Narrative)
|
3 Months Ended | |
|---|---|---|
|
Mar. 31, 2013
|
Mar. 31, 2012
|
|
|
Supplier Concentration Risk
|
||
| Concentration Risk | 100.00% | 87.00% |
|
Customer Revenue Concentration Risk
|
||
| Concentration Risk | 66.19% | 7.90% |
| X | ||||||||||
|
- Definition
For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $)
|
3 Months Ended | |
|---|---|---|
|
Mar. 31, 2013
Integer
|
Mar. 31, 2012
|
|
| Commitments And Contingencies Details Narrative | ||
| Non-cancelable operating lease term | 45 | |
| Monthly Base rent of leases | $ 5,443 | |
| Share of monthly operating expenses | 3,500 | |
| Rental Expense | 31,211 | 28,459 |
| Future minimum lease payments | $ 16,329 | |
| X | ||||||||||
|
- Definition
The total term (in months) of the company's outstanding lease obligation. No definition available.
|
| X | ||||||||||
|
- Details
|
| X | ||||||||||
|
- Definition
Base monthly rent of operating leases, as stipulated in leasing agreements. No definition available.
|
| X | ||||||||||
|
- Definition
The company's share of estimated operating expenses of properties, as stipulated in leasing agreements. No definition available.
|
| X | ||||||||||
|
- Definition
Rental expense incurred for leased assets including furniture and equipment which has not been recognized in costs and expenses applicable to sales and revenues; for example, cost of goods sold or other operating costs and expenses. No definition available.
|
| X | ||||||||||
|
- Definition
Amount of required minimum rental payments for leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
|
SUBSEQUENT EVENTS (Details Narrative) (USD $)
|
0 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Apr. 12, 2013
|
Mar. 31, 2013
|
Mar. 31, 2012
|
May 07, 2013
Warrants Consulting Agreement - Sancilio & Company
|
Apr. 25, 2013
First United Bank Line of Credit
|
Apr. 25, 2013
Promissory Notes - June 2012 Notes Issuance
|
Mar. 21, 2013
Promissory Notes - June 2012 Notes Issuance
|
Apr. 15, 2013
Pernix Therapeutics
|
May 02, 2013
Chairman of the Board
|
May 02, 2013
Committee Chairs
|
May 02, 2013
Remaining Directors
|
May 02, 2013
Robert Finizio, Chief Executive Officer
|
|
| Repayments of related party payables | $ 308,000 | |||||||||||
| Shares issued for exercise of options, value | 3,100,000 | |||||||||||
| Shares issued for exercise of options, shares | 1,954,587 | |||||||||||
| Repayment of notes payable | (4,691,847) | (779) | 21,595 | 4,882,019 | ||||||||
| Repayments of lines of credit | $ 100,735 | |||||||||||
| Stock Options Authorized to the Board of Directors and Key Executives | 225,000 | 75,000 | 50,000 | |||||||||
| Options forfeited | 600,000 | |||||||||||
| Warrants forfeited | 833,000 | |||||||||||
| Warrants granted | 850,000 | |||||||||||
| X | ||||||||||
|
- Definition
The number of stock option awards authorized for compensation to directors and key executives. No definition available.
|
| X | ||||||||||
|
- Definition
Repayments during the period for related party accounts payable. No definition available.
|
| X | ||||||||||
|
- Definition
The cash outflow to pay off an obligation from a contractual arrangement with the lender, including letter of credit, standby letter of credit and revolving credit arrangements, under which borrowings can be made up to a specific amount at any point in time with either short term or long term maturity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The cash outflow for a borrowing supported by a written promise to pay an obligation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of shares under non-option equity instrument agreements that were cancelled as a result of occurrence of a terminating event. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Net number of non-option equity instruments granted to participants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
The number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Number of share options (or share units) exercised during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
| X | ||||||||||
|
- Definition
Value of stock issued as a result of the exercise of stock options. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|