Document and Entity Information (USD $)
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12 Months Ended | ||
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Dec. 31, 2013
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Mar. 03, 2014
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Jun. 28, 2013
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Document And Entity Information | |||
Entity Registrant Name | TherapeuticsMD, Inc. | ||
Entity Central Index Key | 0000025743 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 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 Public Float | $ 278,462,272 | ||
Entity Common Stock, Shares Outstanding | 145,017,060 | ||
Document Fiscal Period Focus | FY | ||
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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- 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
State aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to price at which the common equity was last sold, or average bid and asked price of such common equity, as of the last business day of registrant's most recently completed second fiscal quarter. The public float should be reported on the cover page of the registrants form 10K. 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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- 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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- 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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- 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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- 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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- 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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- 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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- 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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- 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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- 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
Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of interest payable on debt, including, but not limited to, trade payables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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
Amount of liabilities and equity items, 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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- Definition
Amount of obligation due after one year or beyond the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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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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- 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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- 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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- 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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- Definition
Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets. No definition available.
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- Definition
Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. 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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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)
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Dec. 31, 2013
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Dec. 31, 2012
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Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 26,555 | $ 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 | 144,976,757 | 99,784,982 |
Common stock, shares outstanding | 144,976,757 | 99,784,982 |
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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 per share of common stock. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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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- 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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- 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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- 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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- Definition
Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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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- 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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- 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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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)
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12 Months Ended | ||
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Dec. 31, 2013
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Dec. 31, 2012
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Dec. 31, 2011
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Income Statement [Abstract] | |||
Revenues, net | $ 8,775,598 | $ 3,818,013 | $ 2,088,177 |
Cost of goods sold | 1,959,597 | 1,348,113 | 947,112 |
Gross profit | 6,816,001 | 2,469,900 | 1,141,065 |
Operating expenses: | |||
Sales, general, and administrative | 19,014,837 | 14,069,701 | 6,406,197 |
Research and development | 13,551,263 | 4,492,362 | 107,241 |
Depreciation and amortization | 58,145 | 56,260 | 54,845 |
Total operating expense | 32,624,245 | 18,618,323 | 6,568,283 |
Operating loss | (25,808,244) | (16,148,423) | (5,427,218) |
Other income and (expense) | |||
Miscellaneous income | 34,544 | 3,001 | 6,392 |
Interest income | 27,234 | ||
Financing costs | (1,503,922) | ||
Interest expense | (1,165,981) | (1,905,409) | (64,380) |
Loan guaranty costs | (2,944) | (45,036) | (38,159) |
Loss on extinguishment of debt | (10,307,864) | (7,390,000) | |
Beneficial conversion feature | (6,716,504) | ||
Total other income (expense) | (2,611,069) | (18,971,812) | (7,486,147) |
Loss before taxes | (28,419,313) | (35,120,235) | (12,913,365) |
Net loss | $ (28,419,313) | $ (35,120,235) | $ (12,913,365) |
Net loss per share, basic and diluted | $ (0.22) | $ (0.38) | $ (0.21) |
Weighted average number of shares outstanding | 127,569,731 | 91,630,693 | 62,516,461 |
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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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- Definition
Amount of a favorable spread to a debt holder between the amount of debt being converted and the value of the securities received upon conversion. This is an embedded conversion feature of convertible debt issued that is in-the-money at the commitment date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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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- 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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- 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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- 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
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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- 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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- Definition
Amount of the cost of borrowed funds accounted for as interest expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount before accretion (amortization) of purchase discount (premium) of interest income on nonoperating securities. 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 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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- 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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- Details
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X | ||||||||||
- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
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- Details
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- Definition
The aggregate amount of other income amounts, the components of which are not separately disclosed on the income statement, resulting from ancillary business-related activities (that is, excluding major activities considered part of the normal operations of the business) also known as other nonoperating income recognized for the period. Such amounts may include: (a) dividends, (b) interest on securities, (c) profits on securities (net of losses), and (d) miscellaneous other income items. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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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- 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 | ||||||||||
- 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 | ||||||||||
- 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 | ||||||||||
- Definition
Amount of increase (decrease) to additional paid in capital (APIC) resulting from changes in fair value of common and preferred stock issued to employee benefit trust but unearned. No definition available.
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X | ||||||||||
- Definition
The value of the effect of merger and recapitalization pursuant to the execution of a security exchange agreement. No definition available.
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X | ||||||||||
- Definition
Number of shares issued during the period as a result of the merger and recapitalization pursuant to secuirty exchnage agreement. No definition available.
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X | ||||||||||
- Definition
Increase in additional paid in capital due to warrants issued during the period. No definition available.
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X | ||||||||||
- Definition
Increase in additional paid in capital due to warrants issued during the period. No definition available.
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X | ||||||||||
- Definition
Increase in additional paid in capital due to warrants issued during the period. No definition available.
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X | ||||||||||
- Definition
Increase in additional paid in capital due to warrants issued during the period. No definition available.
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X | ||||||||||
- Definition
Amount of increase (decrease) in additional paid in capital (APIC) resulting from recognition of deferred taxes for convertible debt with a beneficial conversion feature. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of other increase (decrease) in additional paid in capital (APIC). No definition available.
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- Definition
This element represents the amount of recognized equity-based compensation related to employee stock purchase programs during the period, that is, the amount recognized as expense in the income statement (or as asset if compensation is capitalized). No definition available.
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- Definition
This element represents the amount of recognized equity-based compensation related to stock options during the period, that is, the amount recognized as expense in the income statement (or as asset if compensation is capitalized). No definition available.
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- Definition
Amount of increase in additional paid in capital (APIC) resulting from the issuance of warrants. Includes allocation of proceeds of debt securities issued with detachable stock purchase warrants. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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
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- 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
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- 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
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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 | ||||||||||
- Definition
Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Number of new stock issued during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Definition
Number of shares of stock issued during the period that is attributable to transactions involving issuance of stock not separately disclosed. No definition available.
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X | ||||||||||
- Definition
Number of share options (or share units) exercised during the current period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Value of shares of stock issued during the period that is attributable to transactions involving issuance of stock not separately disclosed. No definition available.
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- Definition
Value of stock issued as a result of the exercise of stock options. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. No definition available.
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Refers to amount of effect of merger and recapitalization pursuant to execution of security exchange agreement. No definition available.
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- Definition
The expense incurred for loan guaranty costs. No definition available.
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- Definition
Refers to amount of warrants ecercised in exchange for debt and accrued interest. No definition available.
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Warrants issued in the period for financing in a noncash transaction. No definition available.
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Warrants issued in the period for services in a noncash transaction. No definition available.
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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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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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- 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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- 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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- 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. Includes effect from exchange rate changes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of a favorable spread to a debt holder between the amount of debt being converted and the value of the securities received upon conversion. This is an embedded conversion feature of convertible debt issued that is in-the-money at the commitment date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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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- 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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- 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 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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- 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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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 increase (decrease) during the reporting period in other noncurrent operating liabilities not separately disclosed in the statement of cash flows. No definition available.
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X | ||||||||||
- Definition
The increase (decrease) during the reporting period in other assets used in operating activities not separately disclosed in the statement of cash flows. May include changes in other current assets, other noncurrent assets, or a combination of other current and noncurrent assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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
Fair value of share-based compensation 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
Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities. 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 fair value of notes issued in noncash investing and financing activities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of cash paid for deposits on goods and services during the period; excludes time deposits and deposits with other institutions, which pertain to financial service entities. 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 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 issuance of rights to purchase common shares at predetermined price (usually issued together with corporate debt). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash inflow from the issuance of common stock, preferred stock, treasury stock, stock options, and other types of equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates. 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 expense related to write-down of receivables to the amount expected to be collected. Includes, but is not limited to, accounts receivable and notes receivable. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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 cash outflow for the payment of a long-term borrowing made from a related party where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Payments for Advances from Affiliates. 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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Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||||||||
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 womens healthcare product company focused on creating and commercializing products targeted exclusively for women. Currently, we are focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products. The current drug candidates used in our clinical trials are designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies, including hot flashes, osteoporosis, and vaginal dryness. We are developing these hormone therapy drug candidates, which contain estradiol and progesterone alone or in combination, with the aim of providing equivalent efficacy at lower doses, thereby enabling an enhanced side effect profile compared with competing products. Our drug candidates are created from a platform of hormone technology that enables the administration of hormones with high bioavailability alone or in combination. In addition, we manufacture (through third parties) and distribute branded and generic prescription prenatal vitamins as well as over-the-counter, or OTC, vitamins and cosmetics.
Agreement and Plan of Merger with VitaMed
On July 18, 2011, we entered into an Agreement and Plan of Merger with VitaMed and our newly formed wholly owned subsidiary. In connection with the acquisition, our subsidiary merged with and into VitaMed with VitaMed surviving the merger. The merger became effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware on October 4, 2011. In preparation for and prior to the closing of the Merger, we completed the following required corporate actions:
On the effective date of the merger, we acquired 100% of VitaMed in exchange for shares of our Common Stock.
Exchange of Securities
On the effective date of the merger, all outstanding membership units of VitaMed were exchanged for shares of our Common Stock. In addition, all outstanding options and warrants to purchase VitaMed membership units were exchanged for and converted into options and warrants to purchase shares of our Common Stock. Pursuant to the conversion ratio in the merger, we issued 58,407,331 shares of our Common Stock in exchange for the outstanding VitaMed membership units, reserved an aggregate of 10,119,796 shares of our Common Stock for issuance upon the exercise of the VitaMed options, and reserved an aggregate of 1,472,916 shares of our Common Stock for issuance upon the exercise of the warrants. After giving effect to the reverse split, and taking into consideration the 58,407,331 shares issued in exchange for the membership units, the number of shares of our Common Stock issued and outstanding as of the effective date of the merger was 58,573,187, of which the former members of VitaMed owned approximately 99%. All shares of our Common Stock issued in exchange for the VitaMed membership units and issuable upon exercise of the options and warrants were subject to a lock-up agreement for a period of 18 months from the effective date of the merger, and on a limited basis for 12 months thereafter.
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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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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of our company and our wholly owned subsidiaries, VitaMed and BocaGreen. All material intercompany balances and transactions have been eliminated in consolidation.
Cash
We maintain cash at financial institutions that at times may exceed federally insured limits. We have never experienced any losses related to these funds. All of our non-interest bearing cash balances were fully insured at December 31, 2012 and 2011, resulting from the temporary federal program in effect from December 31, 2010 through December 31, 2012. Under this program, there was no limit to the amount of insurance for eligible accounts. Beginning January 1, 2013, insurance coverage reverted to $250,000 per depositor at each financial institution, at which time our non-interest bearing cash balances again exceeded federally insured limits.
Trade Accounts Receivable and Allowance for Doubtful Accounts
Trade accounts receivable are customer obligations due under normal trade terms. We review accounts receivable for uncollectible accounts and credit card charge-backs and provide an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. We consider trade accounts receivable past due for more than 90 days to be delinquent. We write off delinquent receivables against our allowance for doubtful accounts based on individual credit evaluations, the results of collection efforts, and specific circumstances of customers. We record recoveries of accounts previously written off as increase in allowance for doubtful accounts when received. To the extent data we use to calculate these estimates does not accurately reflect bad debts; adjustments to these reserves may be required.
Inventories
Inventories represent packaged nutritional products and supplements and raw materials, which are valued at the lower of cost or market using the average-cost method. The costs of manufacturing the prescription products associated with the deferred revenue (as discussed in Revenue Recognition) are recorded as deferred costs and are included in inventory, until such time as the related deferred revenue is recognized.
Fixed Assets
Equipment
We state equipment at cost, net of accumulated depreciation. We charge maintenance costs, which do not significantly extend the useful lives of the respective assets, and repair costs to operating expense as incurred. We compute depreciation using the straight-line method over the estimated useful lives of the related assets, which range from three to seven years.
Leasehold Improvements
We state improvements at cost, net of accumulated depreciation. We compute depreciation using the straight-line method over the remaining term of the lease.
Intangible Assets
Patent and Trademarks
We have adopted the provisions of Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 350, Intangible-Goodwill and Other, or ASC 350. Capitalized patent costs, net of accumulated amortization, include legal costs incurred for patent applications. In accordance with ASC 350, once a patent is granted, we amortize the capitalized patent costs over the remaining life of the patent using the straight-line method. If the patent is not granted, we write-off any capitalized patent costs at that time. We review intangible assets for impairment annually or when events or circumstances indicate that their carrying amount may not be recoverable. Our first patent was granted in the year ended December 31, 2013.
Impairment of Long-Lived Assets
We review the carrying values of property and equipment and long-lived intangible assets for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Such events or circumstances include the following:
If impairment indicators are present, we determine whether an impairment loss should be recognized by testing the applicable asset or asset groups carrying value for recoverability. This test requires long-lived assets to be grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the determination of which requires judgment. We estimate the undiscounted future cash flows expected to be generated from the use and eventual disposal of the assets and compare that estimate to the respective carrying values in order to determine if such carrying values are recoverable. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the eventual disposal of the assets to be held and used. In our assessments, we also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production. If the carrying value of the assets is not recoverable, then we record a loss for the difference between the assets fair value and respective carrying value. We determine the fair value of the assets using an income approach based upon a forecast of all the expected discounted future net cash flows associated with the subject assets. Some of the more significant estimates and assumptions include market size and growth, market share, projected selling prices, manufacturing cost, and discount rate. We base estimates upon historical experience, our commercial relationships, market conditions, and available external information about future trends. We believe our current assumptions and estimates are reasonable and appropriate. Unanticipated events and changes in market conditions, however, could affect such estimates, resulting in the need for an impairment charge in future periods.
Fair Value of Financial Instruments
Our financial instruments consist primarily of accounts receivable, accounts payable, accrued expenses, and short-term debt. The carrying amount of accounts receivable, 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. We use interest rates that are currently available to us for issuance of short- and long-term debt with similar terms and remaining maturities to estimate the fair value of our short- and long-term debt, which 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 December 31, 2013, 2012, and 2011, we had no assets or liabilities that were valued at fair value on a recurring basis.
Income Taxes
With the advent of the Merger, we determined that VitaMed would become the sole focus of our company and previous business performed by our predecessor was discontinued. Because of these events, deferred income taxes are determined by calculating the loss from operations of our company starting October 4, 2011.
We account for income taxes under the asset and liability method. We recognize deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. We recognize the effect on deferred tax assets and liabilities of a change in tax rates when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized.
In accordance with ASC 740, Income Taxes, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. We measure recognized uncertain income tax positions using the largest amount that has a likelihood of being realized that is greater than 50%. Changes in recognition or measurement are reflected in the period in which those changes in judgment occur. At December 31, 2013, 2012, and 2011 we had no uncertain income tax positions.
We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision. At December 31, 2013 and 2012, we had no tax positions relating to open tax returns that were considered to be uncertain.
Our tax returns are subject to review by the Internal Revenue Service three years after they are filed. Currently, years filed after 2010 are subject to review.
Share-Based Compensation
In December 2004, the FASB issued ASC 718, Compensation Stock Compensation, or ASC 718. Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include options, restricted stock, restricted stock units, performance-based awards, share appreciation rights, and employee share purchase plans. As such, compensation cost is measured on the date of grant at fair value. We amortize such compensation amounts, if any, over the respective vesting periods of the award. We use the Black-Scholes-Merton option pricing model, or the Black-Scholes Model, an acceptable model in accordance with ASC 718, that requires the input of highly complex and subjective variables, including the expected life of the award and our expected stock price volatility over a period equal to or greater than the expected life of the award.
Equity instruments (instruments) issued to anyone other than employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC 505, Equity Based Payments to Non-Employees, or ASC 505, defines the measurement date and recognition period for such instruments. In general, the measurement date is when either (a) a performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in ASC 505.
We recognize the compensation expense for all share-based compensation granted based on the grant date fair value estimated in accordance with ASC 718. We generally recognize the compensation expense on a straight-line basis over the employees requisite service period.
Debt Discounts
Costs incurred from parties that are providing long-term financing, which include warrants issued in connection with the underlying debt, are reflected as a debt discount based on the relative fair value of the debt and warrants to the total proceeds. We generally amortize discounts over the life of the related debt using the effective interest rate method.
Revenue Recognition
We recognize revenue on arrangements in accordance with ASC 605, Revenue Recognition. We recognize revenue only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability is reasonably assured.
Over-the-Counter Products
We generate OTC revenue from product sales primarily to retail consumers. We recognize revenue from product sales upon shipment, when the rights of ownership and risk of loss have passed to the consumer. We include outbound shipping and handling fees in sales and bill them upon shipment. We include shipping expenses in cost of sales. A majority of our customers pay for our products with credit cards, and we usually receive the cash settlement in two to three banking days. Credit card sales minimize accounts receivable balances relative to sales. We provide an unconditional 30-day money-back return policy under which we accept product returns from our retail and eCommerce customers. We recognize our revenue from OTC sales, net of returns, sales discounts, and eCommerce fees.
Prescription Products
We sell our name brand and generic prescription products primarily through drug wholesalers and retail pharmacies. We recognize revenue from prescription product sales, net of sales discounts, chargebacks, and rebates.
We accept returns of unsalable product from customers within a return period of six months prior to and following product expiration. Our prescription products currently have a shelf life of 24 months from the date of manufacture. Given the limited history of our prescription products, we currently cannot reliably estimate expected returns of the prescription products at the time of shipment. Accordingly, we defer recognition of revenue on prescription products until the right of return no longer exists, which occurs at the earlier of the time the prescription products are dispensed through patient prescriptions or expiration of the right of return.
We maintain various rebate programs in an effort to maintain a competitive position in the marketplace and to promote sales and customer loyalty. The consumer rebate program is designed to enable the end user to return a coupon to us. If the coupon qualifies, we send a rebate check to the end user. We estimate the allowance for consumer rebates based on our experience and industry averages, which is reviewed, and adjusted if necessary, on a quarterly basis.
Shipping and Handling Costs
We expense all shipping and handling costs as incurred. We include these costs in cost of sales on the accompanying consolidated financial statements.
Advertising Costs
We expense advertising costs when incurred. Advertising costs were $11,739, $65,944 and $19,480 during the years ended December 31, 2013, December 31, 2011 and December 31, 2012, respectively.
Research and Development Expenses
Research and development, or R&D, expenses include internal R&D activities, services of external contract research organizations, or CROs, costs of their clinical research sites, and other activities. Internal R&D activity expenses include laboratory supplies, salaries, benefits, and non-cash share-based compensation expenses. CRO activity expenses include preclinical laboratory experiments and clinical trial studies. Other activity expenses include regulatory consulting and legal counsel. We charge internal R&D activities and other activity expenses to operations as incurred. We make payments to CROs based on agreed-upon terms, which may include payments in advance of a study starting date. We expense nonrefundable advance payments for goods and services that will be used in future R&D activities when the activity has been performed or when the goods have been received rather than when the payment is made. Advance payments to be expensed in future R&D activities were $2,091,809 and $189,375 for years ended December 31, 2013 and December 31, 2012, respectively. We review and accrue CRO expenses and clinical trial study expenses based on services performed and rely on estimates of those costs applicable to the completion stage of a study as provided by CROs. Accrued CRO costs are subject to revisions as such studies progress to completion. We charge revisions expense in the period in which the facts that give rise to the revision become known.
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 our Common Stock outstanding plus all potentially dilutive shares of our Common Stock outstanding during the period. Such potentially dilutive shares of our Common Stock consist of options and warrants. Potentially dilutive shares of our Common Stock representing 29,926,241, 25,926,987, and 13,647,788 shares of our Common Stock for 2013, 2012, and 2011, respectively, were excluded from the calculation of diluted earnings per share for these periods because their effect would have been anti-dilutive due to the net loss reported by us.
Use of Estimates
Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ, at times in material amounts, from these estimates under different assumptions or conditions.
Recently Issued Accounting Pronouncements
In July, 2013, the FASB issued Accounting Standards Update, or ASU, No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force), or ASU 2013-11. The amendments in ASU 2013-11 provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in ASU No. 2013-11 do not require new recurring disclosures. The amendments in ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments in ASU No. 2013-11 are not expected to have a material impact on our consolidated financial statements.
In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, or ASU 2012-02. ASU 2012-02 gives entities an option to first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the long-lived intangible asset are impaired. If, based on its qualitative assessment, an entity concludes that it is more likely than not that the fair value of an indefinite lived intangible asset is less than its carrying amount, quantitative impairment testing is required. However, if an entity concludes otherwise, quantitative impairment testing is not required. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.
In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities, or ASU 2011-11. ASU 2011-11 enhances current disclosures about financial instruments and derivative instruments that are either offset on the statement of financial position or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the statement of financial position. Entities are required to provide both net and gross information for these assets and liabilities in order to facilitate comparability between financial statements prepared in conformity with GAAP and financial statements prepared on the basis of International Financial Reporting Standards. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those years. ASU 2011-11 is not expected to have a material impact on our financial position or results of operations.
We do not believe there would have been a material effect on the accompanying consolidated financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period.
Reclassifications
Certain 2012 amounts have been reclassified to conform to current year presentation.
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INVENTORY
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INVENTORY |
NOTE 3 INVENTORY
Inventory consists of the following:
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OTHER CURRENT ASSETS
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OTHER CURRENT ASSETS | NOTE 4 OTHER CURRENT ASSETS
Other current assets consist of the following:
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FIXED ASSETS
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FIXED ASSETS | NOTE 5 FIXED ASSETS
Fixed assets consist of the following:
Depreciation expense for the years ended December 31, 2013, 2012, and 2011 was $45,145, $27,484 and $25,686, respectively. In December 2013, accumulated depreciation was reduced by $11,980 associated with leasehold improvements of our previously leased office property. |
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PREPAID EXPENSE
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PREPAID EXPENSE | NOTE 6 PREPAID EXPENSE
Prepaid expense consists of the following:
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INTANGIBLE ASSETS
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INTANGIBLE ASSETS | NOTE 7 INTANGIBLE ASSETS
The following table sets forth the gross carrying amount and accumulated amortization of our intangible assets as of December 31, 2013 and December 31, 2012:
The intangible asset related to development costs for corporate website is amortized over 36 months, which is the prescribed life for software and website development costs. The intangible asset related to OPERA® is amortized using the straight-line method over the estimated remaining useful life of 16 years, which is the life of the intellectual property patents. During the year ended December 31, 2013, there was no impairment recognized.
Amortization expense was $13,001, $28,776, $29,159 for the years ended December 31, 2013, 2012, and 2011, respectively. Estimated amortization expense for the next five years is as follows:
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OTHER CURRENT LIABILITIES
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OTHER CURRENT LIABILITIES | NOTE 8 OTHER CURRENT LIABILITIES
Other current liabilities consist of the following:
(1) In June 2008, we declared and paid a special dividend of $0.40 per share of our Common Stock to all shareholders of record as of June 10, 2008, of which $41,359 remained unclaimed by certain shareholders at December 31, 2013 and 2012. |
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NOTES PAYABLE
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NOTES PAYABLE | NOTE 9 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, or Plato, for a Multiple Advance Revolving Credit Note, or the Revolving Credit Note. The Revolving Credit Note allowed us to draw down funding up to a $10,000,000 maximum principal amount, at a stated interest rate of 6% per annum. Plato was able to make advances to us from time to time under the Revolving Credit Note at our request, which advances were of a revolving nature and were able to be,made, repaid, and made from time to time. Interest payments were due and payable on the tenth day following the end of each calendar quarter in which any interest was accrued and unpaid, commencing on April 10, 2013, and the principal balance outstanding under the Revolving Credit Note, together with all accrued interest and other amounts payable under the Revolving Credit Note, if any, was due and payable on February 24, 2014. The Revolving Credit Note was secured by substantially all of our assets. On each of February 25 and March 13, 2013, $200,000 was drawn against the Revolving Credit Note. On March 21, 2013, we repaid $401,085, including accrued interest, and there was no balance outstanding under the Revolving Credit Note as of December 31, 2013 and February 24, 2014 when it expired. As additional consideration for the Revolving Credit Note, we granted to Plato a warrant to purchase 1,250,000 shares of our Common Stock at an exercise price $3.20 per share (see NOTE 10 for more details).
Borrowing under Business Loan Agreement and Promissory Note, as amended
In March 2011, VitaMed entered into a business loan agreement with First United Bank for a $300,000 bank line of credit for which personal guarantees and cash collateral were required. Personal guarantees and cash collateral limited to $100,000 each were provided by Robert Finizio and John Milligan, officers of our Company, and by Reich Family Limited Partnership, an entity controlled by Mitchell Krassan, also an officer of our Company. The bank line of credit accrued interest at the rate of 3.02% per annum based on a year of 360 days and was due on March 1, 2012. We negotiated a one-year extension with First United to the bank line of credit, which was executed on March 19, 2012. Under the extension, borrowings bear interest at a rate of 2.35% and are due on March 1, 2013. On November 13, 2012, the outstanding balance of $299,220 was repaid in full, and we amended the line of credit to reflect a $100,000 bank line of credit. In accordance with the amended line of credit, the personal guarantee and cash collateral limited to $100,000 provided by the Reich Family Limited Partnership remained in place, while the personal guarantees and cash collateral were removed for Mr. Finizio and Mr. Milligan. In February 2013, we borrowed $100,000 from First United Bank under the amended bank line of credit. The amended bank line of credit required a personal guarantee and cash collateral limited to $100,000, which was provided by Reich Family Limited Partnership. On April 25, 2013, we re-paid $100,735, which represented the principal and interest that was due under the amended bank line of credit. On May 1, 2013, the amended bank line of credit expired and was not renewed. Accordingly, the personal guarantee was canceled, and the cash collateral was refunded to the Reich Family Limited Partnership. During the years ended December 31, 2013, 2012, and 2011, we paid $735, $7,366, and $5,650, respectively, of interest expense, which are included in interest expense on the accompanying consolidated financial statements.
Issuance of Promissory Notes
In January and February 2012, we issued 6% promissory notes in the aggregate principal amount of $900,000, due 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.
Issuance and Settlement of February 2012 Notes
On February 24, 2012, we issued promissory notes, the February 2012 Notes, to an individual and an entity, or the Parties, both of which are stockholders of our company, in the principal amount of $1,358,014 and $1,357,110, respectively, and granted warrants to purchase an aggregate of 9,000,000 shares of our Common Stock pursuant to the terms of a Note Purchase Agreement, dated February 24, 2012. We received an aggregate of $1,000,000 of new funding from the Parties upon issuance of the February 2012 Notes and related warrants and surrender by the Parties of certain promissory notes, which we previously issued in the aggregate amount of $1,700,000 plus the aggregate accrued interest of $15,124 (collectively known as the Prior Notes). Under the February 2012 Notes, we borrowed an additional $3,000,000 from the Parties during March, April, and May 2012.
We granted 5,685,300 warrants in consideration of the modification of the Prior Notes and 3,314,700 warrants with the February Funding. We determined that the resulting modification of the Prior Notes was substantial in accordance with ASC 470-50, Modifications and Extinguishments. As such the modification was accounted for as an extinguishment and restructuring of the debt, and the 5,685,300 warrants issued in consideration of the modification were expensed (see Warrant Activity During 2012 in NOTE 10 for more details). The fair value of the Prior Notes was estimated by calculating the present value of the future cash flows discounted at a market rate of return for comparable debt instruments to be $1,517,741, resulting in a debt discount of $197,383 and recognized a loss on extinguishment of debt of $10,307,864, which represented the fair value of the 5,685,300 warrants net of the difference between the carrying amount of the Prior Notes and their fair value as of the date of the modification on the accompanying consolidated financial statements.
On June 19, 2012, we settled an aggregate amount of $3,102,000 of principal and accrued interest of the February 2012 Notes in exchange for the exercise of warrants to purchase 8,145,486 shares of our Common Stock. 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 10 for more details).
Issuance and Payment of June 2012 Notes
On June 19, 2012, we issued secured promissory notes, or the June 2012 Notes, to the Parties in the principal amounts of $2,347,128 and $2,344,719, respectively, pursuant to the terms of a Note Purchase Agreement. In connection with the June 2012 Notes, the Parties surrendered the remaining balance of the February 2012 Notes in the aggregate amount of $1,347,128 and $1,344,719, respectively, which sums included principal and accrued 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 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 Notes, we entered into a Security Agreement and pledged all of our assets, tangible and intangible, as further described therein. We also granted warrants to purchase an aggregate of 7,000,000 shares of our Common Stock 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 on the June 2012 Notes. On April 25, 2013, the balance of accrued interest was paid in full.
Issuance and Payment of Additional Notes in 2012
In August and September 2012, we issued 6% promissory notes in the amount of $1,600,000 due on October 1, 2012, which due date was subsequently extended. These notes were paid in full in October 2012.
In September 2012, we issued a 6% promissory note for $200,000 due on October 15, 2012. This note was paid in full in October 2012.
Conversion of July 2011 Secured Notes
In July 2011, VitaMed issued two senior secured promissory notes, or the Secured Notes, each in the amount of $500,000 and also entered into a security agreement under which VitaMed pledged all of its assets to secure the obligation. The Secured Notes were assumed by us upon the merger and bore interest at the rate of 6% per annum, were due on the one year anniversary thereof, and were convertible into shares of our Common Stock at our option. We were permitted to satisfy the obligation underlying the Secured Notes by delivering such number of shares of our Common Stock calculated by dividing the then-outstanding principal balance by the Share Price. For purposes of the Secured Notes, the Share Price meant the lower of the most recent price at which we offered and sold shares of our Common Stock (not including any shares of our Common Stock issued upon the exercise of options and/or warrants or upon the conversion of any convertible securities) or the five-day average closing bid price immediately preceding the date of conversion. On June 19, 2012, we reached an agreement to convert the outstanding amount of the Secured Notes, representing principal and accrued interest through June 19, 2012, of $1,054,647 into an aggregate of 2,775,415 shares of our Common Stock at $0.38 per share. This resulted in a beneficial conversion feature of $6,716,504 as recorded in other income and expense on the accompanying consolidated financial statements. For the years ended December 31, 2012 and 2011, we recorded an aggregate of $33,204 and $21,453, respectively, as interest expense on the accompanying consolidated financial statements.
Issuance of VitaMed Promissory Notes
In June 2011, VitaMed issued promissory notes, or the VitaMed Notes, in the aggregate principal amount of $500,000. In connection with the VitaMed Notes, we granted warrants to purchase an aggregate of 613,718 shares of our Common Stock. The VitaMed Notes were assumed by us upon the merger and bore interest at a rate of 4% per annum and were due at the earlier of (i) the six month anniversary of the date of issuance and (ii) such time as VitaMed received the proceeds of a promissory note(s) issued in an amount of not less than $1,000,000, or the Funding. Upon the closing of the Funding in July 2011, as more fully described above in Conversion of July 2011 Secured Notes, two of the VitaMed Notes in the aggregate of $200,000 were paid in full. By mutual agreement, the remaining VitaMed Notes in the aggregate of $300,000 were extended. In October 2011, one of the VitaMed Notes for $50,000 was paid in full, and, by mutual agreement, certain of the VitaMed Notes in the aggregate amount of $100,000 were converted into 266,822 shares of our Common Stock at $0.38 per share, which represented the fair value of the shares of our Common Stock on the date of conversion. In June 2012, a VitaMed Note held by an unaffiliated individual was paid in full, including $2,160 in accrued interest. The remaining VitaMed Notes, held by Mr. Milligan and by BF Investment Enterprises, Ltd., which is owned by Brian Bernick, a director of our company, in the aggregate amount of $100,000, were extended to October 15, 2012. On October 4, 2012, we re-paid the outstanding VitaMed Notes in full, including $5,341 in accrued interest.
In September and October 2011, VitaMed issued convertible notes, or the VitaMed Convertible Notes, in the aggregate amount of $534,160. The VitaMed Convertible Notes bore interest at the rate of 4% per annum and were due December 1, 2011. On November 18, 2011, we entered into Debt Conversion Agreements with the holders of VitaMed Convertible Notes, pursuant to which we converted the principal and accrued interest of the VitaMed Convertible Notes into 1,415,136 shares of our Common Stock at $0.38 per share, which represented the fair value of the shares of our Common Stock on the date of conversion.
In December 2011, we issued 4% promissory notes to Mr. Finizio and Mr. Milligan for an aggregate of $100,000 due March 1, 2012. These promissory notes were subsequently extended by mutual agreement to June 1, 2012. In June 2012, we paid the promissory note held by Mr. Finizio in full, including $888 in accrued interest. Mr. Milligans promissory note was extended to October 15, 2012. On October 4, 2012, we paid Mr. Milligans promissory note in full, including $1,519 in accrued interest.
For the years ended December 31, 2012 and 2011, we recorded an aggregate of $6,344 and $2,390, respectively, as interest expense on the accompanying consolidated financial statements.
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STOCKHOLDERS' EQUITY
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
STOCKHOLDERS' EQUITY | NOTE 10 STOCKHOLDERS EQUITY
Preferred Stock
At December 31, 2013, we had 10,000,000 shares of preferred stock, par value $0.001, authorized for issuance, of which no shares of preferred stock were outstanding.
Common Stock
At December 31, 2013, we had 250,000,000 shares of Common Stock authorized for issuance, of which 144,976,757 shares of our Common Stock were issued and outstanding.
Issuances During 2013
Pursuant to a shelf registration statement previously filed with the Securities and Exchange Commission, or the SEC, on March 14, 2013, we entered into an underwriting agreement with Jefferies LLC, or Jefferies, as the representative of the underwriters named therein, or the Jefferies 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 Jefferies Underwriters agreed to purchase the shares of our Common Stock from us pursuant to the underwriting agreement at a price of $1.58 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 Jefferies Underwriters a 30-day option to purchase up to an additional 4,411,765 shares of our Common Stock. The offering closed on March 20, 2013. On April 12, 2013, the Jefferies Underwriters exercised their option to purchase an additional 1,954,587 shares of our Common Stock to cover over-allotments. We issued these shares to the Jefferies Underwriters on April 18, 2013 and received proceeds of approximately $3.1 million, net of expenses.
On September 25, 2013, we entered into an underwriting agreement with Stifel, Nicolaus & Company, Incorporated, as the representative of the underwriters named therein, or the Stifel Underwriters, relating to the issuance and sale of 13,750,000 shares of our Common Stock. The price to the public in the offering was $2.40 per share, and the Stifel Underwriters agreed to purchase the shares of our Common Stock from us pursuant to the underwriting agreement at a price of $2.23 per share. The net proceeds to us from this offering were approximately $30.2 million, after deducting underwriting discounts and commissions and other offering expenses payable by us. The offering closed on September 30, 2013.
During 2013 certain individuals exercised their right to purchase shares of our Common Stock. Options to purchase an aggregate of 75,423 shares of our Common Stock were exercised for approximately $31,000. These shares of our Common Stock were issued in part in reliance upon an exemption from the registration provisions of the Securities Act of 1933, or the Act, provided by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.
Issuances During 2012
During 2012, certain individuals exercised their right to purchase shares of our Common Stock. These shares were issued in reliance upon an exemption from the registration provisions of the Act provided by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.
During June 2012, we settled $3,102,000 in principal and accrued interest of the February 2012 Notes in exchange for the Parties exercise of a portion of the related warrants for an aggregate of 8,145,486 shares of our Common Stock. The shares were issued in reliance upon an exemption from the registration provisions of the Act provided by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. During June 2012, we and the Parties also agreed to convert a portion of the February 2012 Notes, and principal and accrued interest through June 19, 2012, totaling $1,054,647, into 2,775,415 shares of our Common Stock at $0.38 per share. The shares were issued in reliance upon an exemption from the registration provisions of the Act provided by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder.
In September 2012, we entered into a Securities Purchase Agreement with multiple investors, relating to the issuance and sale of our Common Stock in a private placement. The private placement closed on October 2, 2012, through which we sold an aggregate of 3,953,489 shares of our Common Stock at $2.15 per share, for an aggregate purchase price of $8,500,001. In connection with the private placement, Jefferies served as our exclusive placement agent. Jefferies compensation for the transaction was a cash fee of $552,500. We also paid legal fees and expenses of the investors in the aggregate of $52,016, resulting in net proceeds to us from the private placement of $7,895,485. The shares were issued in reliance upon the exemptions from registration under the Act provided by Section 4(a)(2) and Rule 506 of Regulation D promulgated thereunder. The shares were issued directly by us and did not involve a public offering. The investors were accredited investors as that term is defined in Rule 501 of Regulation D and acquired our Common Stock for investment only and not with a present view toward, or for resale in connection with, the public sale or distribution thereof. Pursuant to the terms of the Securities Purchase Agreement, we agreed to file a registration statement covering the resale of these shares, which we filed on November 27, 2012.
Issuances During 2011
In December 2011, a former director of VitaMed, exercised options to purchase 92,057 shares of our Common Stock for an aggregate exercise price of $17,250.
In October and November 2011, we converted principal and accrued interest in the aggregate of $849,137 into shares of our Common Stock totaling 20,266,822 and 1,415,136, respectively (as more fully described in NOTE 9).
On October 5, 2011, we entered into a Stock Purchase Agreement with Pernix Therapeutics, LLC, a Louisiana limited liability company, or Pernix. Pursuant to the terms of the Stock Purchase Agreement, Pernix agreed to purchase 2,631,579 shares of our Common Stock at a purchase price of $0.38 per share for a total purchase price of $1,000,000. Pernix is a related party. For further details, see NOTE 12
On October 3, 2011, we effected a reverse split of our 16,575,209 issued and outstanding shares of Common Stock on a ratio of 1- for -100, resulting in 165,856 shares issued and outstanding thereafter.
Warrants
As of December 31, 2013, we had warrants outstanding to purchase an aggregate of 14,293,499 shares of our Common Stock with a weighted-average contractual remaining life of 3.9 years, and exercise prices ranging from $0.24 to $3.20 per share, resulting in a weighted average exercise price of $1.79 per share.
The valuation methodology used to determine the fair value of our warrants 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 term of the warrant.
Warrant Activity During 2013
In January 2013, we granted warrants to purchase 1,250,000 shares of our Common Stock in connection with the issuance of the Revolving Credit Note, or the Plato Warrant, (see NOTE 9). The Plato Warrant has an exercise price of $3.20 per share. The Plato Warrant vested on October 31, 2013 and may be exercised prior to its expiration on January 31, 2019. The Plato Warrant, with a fair value of approximately $1,711,956, was valued on the date of the issuance using a term of six years; a volatility of 44.29%; risk free rate of 0.88%; and a dividend yield of 0%. At December 31, 2013, $260,022 was reported as deferred financing costs included in other current assets in the accompanying consolidated balance sheet and is being amortized over the life of the Plato Note. As of December 31, 2013, $1,451,934 was recorded as financing costs on the accompanying consolidated financial statements.
In May 2013, we entered into a consulting agreement with Sancilio & Company, Inc., or SCI, to develop drug platforms to be used in hormone replacement drug products, or the Drug Products. These services include support of our efforts to successfully obtain U.S. Federal Drug Administration, or FDA, approval for the Drug Products, including a vaginal capsule for the treatment of vulvar and vaginal atrophy. In connection with the agreement, SCI agreed to forfeit its rights to receive warrants to purchase 833,000 shares of our Common Stock that were to be granted pursuant to the terms of a prior consulting agreement dated May 17, 2012. As consideration under the agreement, we agreed to grant to SCI a warrant to purchase 850,000 shares of our Common Stock at $2.01 per share that has vested or will vest, as applicable, as follows:
Warrant Activity During 2012
In February 2012, we issued an aggregate of 5,685,300 Warrants 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 9). Both the Modification Warrants and the February 2012 Warrants are exercisable at $0.38 per share. The Modification Warrants have a fair value of $10,505,247, and the February 2012 Warrants have a fair value of $6,124,873. Fair value was determined on the date of the issuance using a term of five 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 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.
In March 2012, we issued an aggregate of 31,000 Warrants to five unaffiliated individuals for services rendered. These Warrants were valued on the date of the issuance using a term of five years; a volatility of 44.81%; risk free rate of 1.04%; and a dividend yield of 0%; we recorded $29,736 as consulting expense in the accompanying consolidated financial statements.
In May 2012, we issued an aggregate of 1,300,000 Warrants to an unaffiliated entity for services to be rendered over approximately five years beginning in May 2012. Services provided are to include (a) services in support of our drug development efforts, including services in support 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, and other intellectual property and know-how transfer associated therewith; (b) services in support of our efforts to successfully obtain New Drug Approval; and (c) other consulting services as mutually agreed upon from time to time in relation to new drug development opportunities. The Warrants were valued at $1,532,228 on the date of the issuance using an exercise price of $2.57; a term of five years; a volatility of 44.71%; risk free rate of 0.74%; and a dividend yield of 0%. At December 31, 2013, we had $360,528 reported as prepaid expense-short term and $593,127 recorded as prepaid expense-long term. During the year ended December 31, 2013 and the year ended December 31, 2012, we recorded $360,528 and $218,045, respectively as non-cash compensation in the accompanying consolidated financial statements. The contract will expire upon the commercial manufacture of a drug product. Based on the review, we have determined that the process will take approximately five years. As a result, we are amortizing the $1,532,228 over five years.
In June 2012, we granted aggregate of 7,000,000 Warrants in connection with the issuance of the June 2012 Notes, or the June 2012 Warrants, (see NOTE 9). 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 on the date of the issuance using a term of five 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 issuance. Of the $1,649,890, $547,210 was amortized to interest expense in 2012 and as a result of the repayment of the associated debt on March 21, 2013, we amortized the remaining unamortized debt discount of $1,102,680 to interest expense.
In June 2012, we issued an aggregate of 1,500 Warrants to three unaffiliated individuals for services rendered. The Warrants were valued on the date of the issuance using a term of five years; a volatility of 44.78%; risk free rate of 0.72%; and a dividend yield of 0%. A total of $1,656 was recorded as consulting expense in the accompanying consolidated financial statements.
Warrant Activity During 2011
In December 2011, we issued 500 Warrants with a fair value of $338 to an unrelated individual for consulting services covered under a three-month agreement. The Warrants were valued on the date of the issuance using a term of 10 years; volatility of 51.83%; risk free rate of 0.91%; and a dividend yield of 0%. The Warrants vested immediately. As of December 31, 2011, of the $338 fair value, $15 was recorded as non-cash compensation and $323 was recorded as prepaid expense on the accompanying consolidated financial statements.
In October 2011, we issued 600,000 Warrants with a fair value of $133,045 to an officer of our company for services performed. The Warrants were valued on the date of the issuance using an exercise price of $0.38; a term of 10 years; volatility of 45.94%; risk free rate of 2.23%; and a dividend yield of 0%. The Warrants vest over a 44-month period beginning on November 21, 2011 (or 13,636 shares for months 1-43 and 13,652 shares for month 44). For the years ended December 31, 2013, 2012 and 2011, we recognized $36,284, $36,284 and $7,158, as non-cash compensation in the accompanying consolidated financial statements.
In December 2011, we issued 184,211 Warrants with a fair value of $25,980 to an unrelated entity for consulting services covered under a two month agreement. The Warrants were valued on the date of the issuance using an exercise price of $0.38; a term of five years; volatility of 41.04%; risk free rate of 1.08%; and a dividend yield of 0%. For the year ended December 31, 2011, the $25,980 fair value was recorded as financing expense.
In December 2011, VitaMed entered into a two-year consulting agreement with an entity providing help to evaluate improvements to existing products and new products as well as services, including research, design, compliance, scientific and regulatory affairs, and commercialization of products. As compensation, the consultant received 800,000 fully vested and non forfeitableWarrants. The Warrants were valued on the date of the issuance using an exercise price of $0.38; a term of 10 years; a volatility of 45.94%; risk free rate of 2.23%; and a dividend yield of 0%. The Warrant vested immediately. The fair value of the warrants was $177,394 at the date of grant and was amortized to research and development expense over the life of the agreement which is when the research and development activities were performed. During the years ended December 31, 2013, 2012 and 2011, we recognized $71,688, $95,582 and $10,124, respectively, in research and development expenses related to this agreement.
In July 2011, VitaMed also entered into a one-year consulting agreement with the same consultant, whereby Consultant would assist in the design, development, and distribution efforts of VitaMeds initial product offering. As compensation, the Consultant received 200,000 fully vested non forfeitable VitaMed Warrants (or a Warrant for 245,485 shares pursuant to the Conversion Ratio). The VitaMed Warrant was valued on the date of the grant at $12,548 using an exercise price of $0.41; a term of five years; a volatility of 39.44%; risk free rate of 1.56%; and a dividend yield of 0%. The Warrant vested immediately. The fair value of the warrants was $12,548 at the date of grant and was amortized to research and development expense over the life of the agreement which is when the research and development activities were performed. During the years ended December 31, 2013, 2012 and 2011, we recognized $0, $6,936 and $5,612 respectively, in research and development expenses related to this agreement. In June 2011, VitaMed issued promissory notes, or the VitaMed Notes, in the aggregate of $500,000 with 500,000 accompanying VitaMed Warrants (or Warrants for an aggregate of 613,718 shares of our Common Stock taking into account the merger). The VitaMed Warrants were valued on the date of the issuance using an exercise price of $0.41; a term of five years; a range of volatility from 39.13% to 39.15%; risk free rate ranging from 1.38-1.65%; and a dividend yield of 0%. The Warrants vested immediately. Although the fair value was $30,993, using the appropriate accounting treatment, $28,719 was recorded as debt discount and fully amortized during 2011 with the amortized amount recorded as interest expense on the accompanying consolidated financial statements.
In March 2011, VitaMed entered into a business loan agreement with First United for a $300,000 line of credit for which personal guarantees and cash collateral were required. Personal guarantees and cash collateral limited to $100,000 each were provided by Mr. Finizio, Mr. Milligan, and Reich Family Limited LP (See NOTE 9 for more details). In consideration for the personal guarantees and cash collateral, VitaMed issued an aggregate of 499,998 VitaMed Warrants (or Warrants for an aggregate of 613,713 shares of our Common Stock taking into account the merger). The ten-year Warrants vested at the rate of an aggregate of 76,714 shares per calendar quarter end and have an exercise price of $0.24 per share. On November 13, 2012, the outstanding balance was repaid in full and business loan agreement was amended to reflect a $100,000 bank line of credit. As part of the amended line of credit, the personal guarantees and cash collateral were removed for Mr. Finizio and Mr. Milligan. In accordance with the terms of the Warrants, Warrants previously issued to Mr. Finizio and Mr. Milligan were amended to reflect the amount vested prior to the date of the amended line of credit (179,000 each). At December 31, 2013, an aggregate of 562,571 Warrants were vested. The Warrants, with a fair value of $93,969 ($86,139 after adjusting for the effect of the amended line of credit ), were valued on the date of the issuance using a term of 10 years; a volatility of 47.89%; risk free rate of 3.48%; and a dividend yield of 0%. For the years ended December 31, 2013, 2012 and 2011, $2,944, $45,036 and $38,159, respectively was recorded as loan guaranty costs in other income and expense on the accompanying consolidated financial statements.
Summary of our Warrant activity and related information for 2011-2013
As of December 31, 2013, we had warrants outstanding with exercise prices ranging from $0.24 to $3.20 per share. As of December 31, 2013, unamortized costs associated with warrants totaled approximately $1,599,000.
The weighted average fair value per share of warrants issued and the assumptions used in the Black-Scholes Model during the years ended December 31, 2013, 2012 and 2011 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 term.
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 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 peer entities due to the lack of sufficient historical data of our stock price during 2011-2013.
Options to Purchase Common Stock of the Company
In 2009, we adopted the 2009 Long Term Incentive Compensation Plan, or the 2009 Plan, to provide financial incentives to employees, directors, advisers, and consultants of our company who are able to contribute towards the creation of or who have created shareholder value by providing them stock options and other stock and cash incentives, or the Awards. The Awards available under the 2009 Plan consist of stock options, stock appreciation rights, restricted stock, restricted stock units, performance stock, performance units, and other stock or cash awards as described in the 2009 Plan. There are 25,000,000 shares authorized for issuance thereunder. Prior to the merger, no awards had been issued under the 2009 Plan. As of December 31, 2013 there were 13,632,742 shares of our Common Stock issued under the 2009 Plan.
On February 23, 2012, we adopted the 2012 Stock Incentive Plan, or the 2012 Plan, a non-qualified plan that was amended in August 2013. The 2012 Plan was designed to serve as an incentive for retaining qualified and competent key employees, officers, directors, and certain consultants and advisors of our company. There are 10,000,000 shares of our Common Stock authorized for issuance thereunder. As of December 31, 2013, there were 2,650,000 shares issued under the 2012 Plan.
The valuation methodology used to determine the fair value of stock 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 of the stock options. The assumptions used in the Black-Scholes Model during the years ended December 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.
A summary of activity under the 2009 and 2012 Plans and related information for 2011-2013 follows:
(1)This includes (i) VitaMed Options granted between October 2008 and December 31, 2010 for an aggregate of 7,639,722 Units, of which 16,000 were canceled prior to conversion (or Options for 9,357,561 shares per the Conversion Ratio), (ii) VitaMed Options granted between January 1, 2011 and October 3, 2011 for an aggregate of 621,000 Units (or Options for 762,235 shares per the Conversion Ratio) and (iii) Options granted between October 4, 2011 and December 31, 2011 for an aggregate of 562,422 shares. The terms and conditions of the VitaMed Options were reflected in the replacement Options including the number of shares vested.
At December 31, 2013, our outstanding options had exercise prices ranging from $0.10 to $4.67 per share.
Share-based compensation expense for options recognized in our results for the years ended December 31, 2013, 2012, and 2011 ($3,200,655, $1,832,061, and $183,355, 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 December 31, 2013, total unrecognized estimated compensation expense related to unvested options granted prior to that date was approximately $3,921,000, which is expected to be recognized over a weighted-average period of 1.3 years. No tax benefit was realized due to a continued pattern of operating losses. At December 31, 2012 and 2011, total unrecognized estimated compensation expense related to unvested options granted prior to that date was approximately $4,391,000 and $244,000, respectively.
In December 2013, we issued a restricted stock unit, or the RSU, under our 2012 Plan to an officer for the purchase of 50,000 shares of our Common Stock. The RSU will vest on April 1, 2014 and has a fair value of $233,500. As of December 31, 2013, we recorded $53,428 of non-cash compensation.
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The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES | NOTE 11 INCOME TAXES
For the years ended December 31, 2013, 2012 and 2011, there was no provision for income taxes, current or deferred.
At December 31, 2013, we have a federal net operating loss carry forward of approximately $37,000,000 available to offset future taxable income through 2033.
At December 31, 2013, 2012, and 2011, we have state net operating loss carryforwards of approximately $35,000,000 available to offset future losses through 2033. We established valuation allowances equal to the full amount of the deferred tax assets because of the uncertainty of the utilization of the operating losses in future periods. We periodically assess the likelihood that we will be able to recover the deferred tax assets. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income.
Our deferred tax asset and liability as presented in the accompanying consolidated financial statements consist of the following:
Our provision for income taxes differs from applying the statutory U.S. federal income tax rate to the income before income taxes. The primary differences result from deducting certain expenses for financial statement purposes but not for federal income tax purposes.
A reconciliation between taxes computed at the federal statutory rate and the consolidated effective tax rate is as follows:
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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 Party Transactions [Abstract] | |
RELATED PARTIES | NOTE 12 RELATED PARTIES
Loan Guaranty
In March 2011, VitaMed entered into a business loan agreement with First United for a $300,000 line of credit for which personal guarantees and cash collateral were required. Personal guarantees and cash collateral limited to $100,000 each were provided by Mr. Finizio, Mr. Milligan, and Reich Family Limited Limited Partnership. See NOTES 9 and 10 for more details.
Loans from Affiliates
In June 2011, VitaMed issued promissory notes, or the VitaMed Notes, in the aggregate principal amount of $500,000, of which $100,000 was sold to affiliates. In June 2012, the affiliate notes were extended to October 15, 2012 (one held by Mr. Milligan for $50,000 and one for $50,000 held by BF Investments, LLC, which is owned by Brian Bernick, a member of the board of directors of our company. On October 4, 2012 these VitaMed Promissory Notes were paid in full including $5,341 in accrued interest.
In December 2011, we issued 4% promissory notes to Mr. Finizio and Mr. Milligan and for an aggregate of $100,000 ($50,000 each) with original due dates of March 1, 2012. These promissory notes were extended by mutual agreement to June 1, 2012. In June 2012, the VitaMed Promissory Note held by Mr. Finizio was paid in full, including $888 in accrued interest. Mr. Milligans VitaMed Promissory Note was extended to October 15, 2012. On October 4, 2012 this VitaMed Notes was paid in full including $1,519 in accrued interest.
Lock Up Agreements
As required by the terms of the merger agreement with VitaMed dated July 18, 2011, we entered into Lock-Up Agreements with stockholders covering the aggregate of 70,000,000 shares of our Common Stock issued pursuant to the merger or reserved for issuance pursuant to stock options and warrants. Each stockholder agreed that during a lock-up period from the date of the lock-up agreements until 18 months thereafter they would not make or cause any sale of our common stock. After the completion, each stockholder agreed not to sell or dispose of more than 2.5% of the stockholders aggregate Common Stock or shares reserved for issuance under stock 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 will terminate.
Purchases by Related Parties
During 2013, 2012, and 2011, we sold our products to Dr. Brian Bernick, a director of our company, in the amounts of $0, $2,632 and $20,669, respectively, while $0, $1,272 and $0 of receivables related thereto remained outstanding at December 31, 2013, 2012 and 2011, 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 our board of directors. We closed a stock purchase agreement with Pernix on October 5, 2011. From time to time, we have entered into agreements with Pernix in the normal course of business. All such agreements are reviewed by independent directors or a committee consisting of independent directors. During the years ended December 31, 2013, 2012, and 2011, we made purchases of approximately $0, $404,000 and $19,000, respectively, from Pernix. At December 31, 2013, 2012, and 2011, there were amounts due Pernix of approximately $46,000, $308,000 and 19,000 outstanding, respectively.
Additionally, there were amounts due to us from Pernix for legal fee reimbursement relating to a litigation matter pursuant to a license and supply agreement, in the amounts of $249,981 and $0 for the periods ending December 31, 2013 and December 31, 2012, respectively.
Warrants assigned to Related Party
In June 2012, a warrant to purchase 100,000 shares of our Common Stock was assigned to the son of the Chairman of our board of directors by a non-affiliated third party.
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The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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BUSINESS CONCENTRATIONS
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Dec. 31, 2013
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Risks and Uncertainties [Abstract] | |
BUSINESS CONCENTRATIONS | NOTE 13 - BUSINESS CONCENTRATIONS
We purchase our products from several suppliers with approximately 98%, 76%, and 95% of our purchases supplied from one vendor for the years ended December 31, 2013 2012, and 2011, 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. Revenue generated from sales to three customers, Cardinal Health, Inc., Amerisource Bergen, and McKesson Corporation accounted for 79%, 63% and 42% of our recognized revenue for years ended December 31, 2013, 2012, and 2011, respectively.
For the years ended December 31, 2013 and 2012, 64% and 28% of our recognized revenue and 97% and 98% of our deferred revenue was generated from sales to only three customers: AmerisourceBergen Corporation, Cardinal Health, Inc., and McKesson Corporation. We did not sell to these customers in prior years. |
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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 14 COMMITMENTS AND CONTINGENCIES
Operating Lease
We lease administrative office space in Boca Raton, Florida pursuant to a 63 month non-cancelable operating lease commencing on July 1, 2013 and expiring on September 30, 2018. The lease stipulates, among other things, average base monthly rents of $30,149 (inclusive of estimated operating expenses) and sales tax, for a total future minimum payments over the life of the lease of $1,899,414.
The straight line rental expense related to our current lease totaled $180,894 for the six months ended December 31, 2013 offset by rent income of $32,963. The rental expense related to our prior lease which expired June 30, 2013 totaled $60,168 for the six months ended June 30, 2013, and $106,315 and $122,752 for the years ended December 31, 2012 and 2011, respectively.
As of December 31, 2013, future minimum rental payments are as follows:
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SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
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SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | NOTE 15 SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized quarterly financial data for fiscal years 2013 and 2012 is as follows:
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The entire disclosure for the quarterly financial data in the annual financial statements. The disclosure may include a tabular presentation of financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income or loss before extraordinary items and earnings per share data. It also includes an indication if the information in the note is unaudited, comments on the aggregate effect of year-end adjustments, and an explanation of matters or transactions that affect comparability or are pertinent to an understanding of the information furnished. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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SUBSEQUENT EVENTS
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SUBSEQUENT EVENTS | NOTE 16_ SUBSEQUENT EVENTS
On January 6, 2014, options for 390,000 shares of stock were granted to certain members of our Board of Directors under the 2012 Plan for their services to be rendered in 2014. The options were granted for a period of 10 years at an exercise price equal to the closing price at the date of grant, and vest on December 31, 2014.
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The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. No definition available.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
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Accounting Policies [Abstract] | ||||||||||||||||||||||
Principles of Consolidation | Principles of Consolidation
The accompanying consolidated financial statements include the accounts of our company and our wholly owned subsidiaries, VitaMed and BocaGreen. All material intercompany balances and transactions have been eliminated in consolidation. |
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Cash | Cash
We maintain cash at financial institutions that at times may exceed federally insured limits. We have never experienced any losses related to these funds. All of our non-interest bearing cash balances were fully insured at December 31, 2012 and 2011, resulting from the temporary federal program in effect from December 31, 2010 through December 31, 2012. Under this program, there was no limit to the amount of insurance for eligible accounts. Beginning January 1, 2013, insurance coverage reverted to $250,000 per depositor at each financial institution, at which time our non-interest bearing cash balances again exceeded federally insured limits. |
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Trade Accounts Receivable and Allowance for Doubtful Accounts | Trade Accounts Receivable and Allowance for Doubtful Accounts
Trade accounts receivable are customer obligations due under normal trade terms. We review accounts receivable for uncollectible accounts and credit card charge-backs and provide an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. We consider trade accounts receivable past due for more than 90 days to be delinquent. We write off delinquent receivables against our allowance for doubtful accounts based on individual credit evaluations, the results of collection efforts, and specific circumstances of customers. We record recoveries of accounts previously written off as increase in allowance for doubtful accounts when received. To the extent data we use to calculate these estimates does not accurately reflect bad debts; adjustments to these reserves may be required. |
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Inventories | Inventories
Inventories represent packaged nutritional products and supplements and raw materials, which are valued at the lower of cost or market using the average-cost method. The costs of manufacturing the prescription products associated with the deferred revenue (as discussed in Revenue Recognition) are recorded as deferred costs and are included in inventory, until such time as the related deferred revenue is recognized. |
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Fixed Assets | Fixed Assets
Equipment
We state equipment at cost, net of accumulated depreciation. We charge maintenance costs, which do not significantly extend the useful lives of the respective assets, and repair costs to operating expense as incurred. We compute depreciation using the straight-line method over the estimated useful lives of the related assets, which range from three to seven years.
Leasehold Improvements
We state improvements at cost, net of accumulated depreciation. We compute depreciation using the straight-line method over the remaining term of the lease. |
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Intangible Assets | Intangible Assets
Patent and Trademarks
We have adopted the provisions of Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 350, Intangible-Goodwill and Other, or ASC 350. Capitalized patent costs, net of accumulated amortization, include legal costs incurred for patent applications. In accordance with ASC 350, once a patent is granted, we amortize the capitalized patent costs over the remaining life of the patent using the straight-line method. If the patent is not granted, we write-off any capitalized patent costs at that time. We review intangible assets for impairment annually or when events or circumstances indicate that their carrying amount may not be recoverable. Our first patent was granted in the year ended December 31, 2013. |
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Impairment of Long-Lived Assets | Impairment of Long-Lived Assets
We review the carrying values of property and equipment and long-lived intangible assets for impairment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. Such events or circumstances include the following:
If impairment indicators are present, we determine whether an impairment loss should be recognized by testing the applicable asset or asset groups carrying value for recoverability. This test requires long-lived assets to be grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities, the determination of which requires judgment. We estimate the undiscounted future cash flows expected to be generated from the use and eventual disposal of the assets and compare that estimate to the respective carrying values in order to determine if such carrying values are recoverable. This assessment requires the exercise of judgment in assessing the future use of and projected value to be derived from the eventual disposal of the assets to be held and used. In our assessments, we also consider changes in asset utilization, including the temporary idling of capacity and the expected timing for placing this capacity back into production. If the carrying value of the assets is not recoverable, then we record a loss for the difference between the assets fair value and respective carrying value. We determine the fair value of the assets using an income approach based upon a forecast of all the expected discounted future net cash flows associated with the subject assets. Some of the more significant estimates and assumptions include market size and growth, market share, projected selling prices, manufacturing cost, and discount rate. We base estimates upon historical experience, our commercial relationships, market conditions, and available external information about future trends. We believe our current assumptions and estimates are reasonable and appropriate. Unanticipated events and changes in market conditions, however, could affect such estimates, resulting in the need for an impairment charge in future periods.
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Fair Value of Financial Instruments | Fair Value of Financial Instruments
Our financial instruments consist primarily of accounts receivable, accounts payable, accrued expenses, and short-term debt. The carrying amount of accounts receivable, 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. We use interest rates that are currently available to us for issuance of short- and long-term debt with similar terms and remaining maturities to estimate the fair value of our short- and long-term debt, which 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 December 31, 2013, 2012, and 2011, we had no assets or liabilities that were valued at fair value on a recurring basis.
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Income Taxes | Income Taxes
With the advent of the Merger, we determined that VitaMed would become the sole focus of our company and previous business performed by our predecessor was discontinued. Because of these events, deferred income taxes are determined by calculating the loss from operations of our company starting October 4, 2011.
We account for income taxes under the asset and liability method. We recognize deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which the related temporary differences are expected to be recovered or settled. We recognize the effect on deferred tax assets and liabilities of a change in tax rates when the rate change is enacted. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized.
In accordance with ASC 740, Income Taxes, we recognize the effect of uncertain income tax positions only if the positions are more likely than not of being sustained in an audit, based on the technical merits of the position. We measure recognized uncertain income tax positions using the largest amount that has a likelihood of being realized that is greater than 50%. Changes in recognition or measurement are reflected in the period in which those changes in judgment occur. At December 31, 2013, 2012, and 2011 we had no uncertain income tax positions.
We recognize both interest and penalties related to uncertain tax positions as part of the income tax provision. At December 31, 2013 and 2012, we had no tax positions relating to open tax returns that were considered to be uncertain.
Our tax returns are subject to review by the Internal Revenue Service three years after they are filed. Currently, years filed after 2010 are subject to review. |
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Share-Based Compensation | Share-Based Compensation
In December 2004, the FASB issued ASC 718, Compensation Stock Compensation, or ASC 718. Under ASC 718, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include options, restricted stock, restricted stock units, performance-based awards, share appreciation rights, and employee share purchase plans. As such, compensation cost is measured on the date of grant at fair value. We amortize such compensation amounts, if any, over the respective vesting periods of the award. We use the Black-Scholes-Merton option pricing model, or the Black-Scholes Model, an acceptable model in accordance with ASC 718, that requires the input of highly complex and subjective variables, including the expected life of the award and our expected stock price volatility over a period equal to or greater than the expected life of the award.
Equity instruments (instruments) issued to anyone other than employees are recorded on the basis of the fair value of the instruments, as required by ASC 718. ASC 505, Equity Based Payments to Non-Employees, or ASC 505, defines the measurement date and recognition period for such instruments. In general, the measurement date is when either (a) a performance commitment, as defined, is reached or (b) the earlier of (i) the non-employee performance is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant as defined in ASC 505.
We recognize the compensation expense for all share-based compensation granted based on the grant date fair value estimated in accordance with ASC 718. We generally recognize the compensation expense on a straight-line basis over the employees requisite service period. |
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Debt Discounts | Debt Discounts
Costs incurred from parties that are providing long-term financing, which include warrants issued in connection with the underlying debt, are reflected as a debt discount based on the relative fair value of the debt and warrants to the total proceeds. We generally amortize discounts over the life of the related debt using the effective interest rate method. |
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Revenue Recognition | Revenue Recognition
We recognize revenue on arrangements in accordance with ASC 605, Revenue Recognition. We recognize revenue only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectability is reasonably assured.
Over-the-Counter Products
We generate OTC revenue from product sales primarily to retail consumers. We recognize revenue from product sales upon shipment, when the rights of ownership and risk of loss have passed to the consumer. We include outbound shipping and handling fees in sales and bill them upon shipment. We include shipping expenses in cost of sales. A majority of our customers pay for our products with credit cards, and we usually receive the cash settlement in two to three banking days. Credit card sales minimize accounts receivable balances relative to sales. We provide an unconditional 30-day money-back return policy under which we accept product returns from our retail and eCommerce customers. We recognize our revenue from OTC sales, net of returns, sales discounts, and eCommerce fees.
Prescription Products
We sell our name brand and generic prescription products primarily through drug wholesalers and retail pharmacies. We recognize revenue from prescription product sales, net of sales discounts, chargebacks, and rebates.
We accept returns of unsalable product from customers within a return period of six months prior to and following product expiration. Our prescription products currently have a shelf life of 24 months from the date of manufacture. Given the limited history of our prescription products, we currently cannot reliably estimate expected returns of the prescription products at the time of shipment. Accordingly, we defer recognition of revenue on prescription products until the right of return no longer exists, which occurs at the earlier of the time the prescription products are dispensed through patient prescriptions or expiration of the right of return.
We maintain various rebate programs in an effort to maintain a competitive position in the marketplace and to promote sales and customer loyalty. The consumer rebate program is designed to enable the end user to return a coupon to us. If the coupon qualifies, we send a rebate check to the end user. We estimate the allowance for consumer rebates based on our experience and industry averages, which is reviewed, and adjusted if necessary, on a quarterly basis. |
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Shipping and Handling Costs | Shipping and Handling Costs
We expense all shipping and handling costs as incurred. We include these costs in cost of sales on the accompanying consolidated financial statements. |
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Advertising Costs | Advertising Costs
We expense advertising costs when incurred. Advertising costs were $11,739, $65,944 and $19,480 during the years ended December 31, 2013, December 31, 2011 and December 31, 2012, respectively. |
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Research and Development | Research and Development Expenses
Research and development, or R&D, expenses include internal R&D activities, services of external contract research organizations, or CROs, costs of their clinical research sites, and other activities. Internal R&D activity expenses include laboratory supplies, salaries, benefits, and non-cash share-based compensation expenses. CRO activity expenses include preclinical laboratory experiments and clinical trial studies. Other activity expenses include regulatory consulting and legal counsel. We charge internal R&D activities and other activity expenses to operations as incurred. We make payments to CROs based on agreed-upon terms, which may include payments in advance of a study starting date. We expense nonrefundable advance payments for goods and services that will be used in future R&D activities when the activity has been performed or when the goods have been received rather than when the payment is made. Advance payments to be expensed in future R&D activities were $2,091,809 and $189,375 for years ended December 31, 2013 and December 31, 2012, respectively. We review and accrue CRO expenses and clinical trial study expenses based on services performed and rely on estimates of those costs applicable to the completion stage of a study as provided by CROs. Accrued CRO costs are subject to revisions as such studies progress to completion. We charge revisions expense in the period in which the facts that give rise to the revision become known.
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Earnings Per Share | 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 our Common Stock outstanding plus all potentially dilutive shares of our Common Stock outstanding during the period. Such potentially dilutive shares of our Common Stock consist of options and warrants. Potentially dilutive shares of our Common Stock representing 29,926,241, 25,926,987, and 13,647,788 shares of our Common Stock for 2013, 2012, and 2011, respectively, were excluded from the calculation of diluted earnings per share for these periods because their effect would have been anti-dilutive due to the net loss reported by us.
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Use of Estimates | Use of Estimates
Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of these financial statements requires us to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates, including those related to contingencies, on an ongoing basis. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ, at times in material amounts, from these estimates under different assumptions or conditions. |
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Recently Issued and Newly Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements
In July, 2013, the FASB issued Accounting Standards Update, or ASU, No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force), or ASU 2013-11. The amendments in ASU 2013-11 provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in ASU No. 2013-11 do not require new recurring disclosures. The amendments in ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments in ASU No. 2013-11 are not expected to have a material impact on our consolidated financial statements.
In July 2012, the FASB issued ASU No. 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, or ASU 2012-02. ASU 2012-02 gives entities an option to first assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the long-lived intangible asset are impaired. If, based on its qualitative assessment, an entity concludes that it is more likely than not that the fair value of an indefinite lived intangible asset is less than its carrying amount, quantitative impairment testing is required. However, if an entity concludes otherwise, quantitative impairment testing is not required. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.
In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities, or ASU 2011-11. ASU 2011-11 enhances current disclosures about financial instruments and derivative instruments that are either offset on the statement of financial position or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the statement of financial position. Entities are required to provide both net and gross information for these assets and liabilities in order to facilitate comparability between financial statements prepared in conformity with GAAP and financial statements prepared on the basis of International Financial Reporting Standards. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those years. ASU 2011-11 is not expected to have a material impact on our financial position or results of operations.
We do not believe there would have been a material effect on the accompanying consolidated financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period.
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Reclassifications | Reclassifications
Certain 2012 amounts have been reclassified to conform to current year presentation.
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Disclosure of accounting policy for advertising costs. For those costs that cannot be capitalized, discloses whether such costs are expensed as incurred or the first period in which the advertising takes place. For direct response advertising costs that are capitalized, describes those assets and the accounting policy used, including a description of the qualifying activity, the types of costs capitalized and the related amortization period. An entity also may disclose its accounting policy for cooperative advertising arrangements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for costs incurred to obtain or issue debt, the effects of refinancings, method of amortizing deferred financing costs and original issue discount, and classifications of debt on the balance sheet. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for determining the fair value of financial instruments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for finite-lived intangible assets. This accounting policy also might address: (1) the amortization method used; (2) the useful lives of such assets; and (3) how the entity assesses and measures impairment of such assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for major classes of inventories, bases of stating inventories (for example, lower of cost or market), methods by which amounts are added and removed from inventory classes (for example, FIFO, LIFO, or average cost), loss recognition on impairment of inventories, and situations in which inventories are stated above cost. If inventory is carried at cost, this disclosure includes the nature of the cost elements included in inventory. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact. No definition available.
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Disclosure of accounting policy for reclassifications that affects the comparability of the financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, basis of assets, depreciation and depletion methods used, including composite deprecation, estimated useful lives, capitalization policy, accounting treatment for costs incurred for repairs and maintenance, capitalized interest and the method it is calculated, disposals and impairments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for determining the allowance for doubtful accounts for trade and other accounts receivable balances, and when impairments, charge-offs or recoveries are recognized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for costs it has 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for revenue recognition. If the entity has different policies for different types of revenue transactions, the policy for each material type of transaction is generally disclosed. If a sales transaction has multiple element arrangements (for example, delivery of multiple products, services or the rights to use assets) the disclosure may indicate the accounting policy for each unit of accounting as well as how units of accounting are determined and valued. The disclosure may encompass important judgment as to appropriateness of principles related to recognition of revenue. The disclosure also may indicate the entity's treatment of any unearned or deferred revenue that arises from the transaction. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for stock option and stock incentive plans. This disclosure may include (1) the types of stock option or incentive plans sponsored by the entity (2) the groups that participate in (or are covered by) each plan (3) significant plan provisions and (4) how stock compensation is measured, and the methodologies and significant assumptions used to determine that measurement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for the classification of shipping and handling costs, including whether the costs are included in cost of sales or included in other income statement accounts. If shipping and handling fees are significant and are not included in cost of sales, disclosure includes both the amounts of such costs and the line item on the income statement which includes such costs. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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INVENTORY (Tables)
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Dec. 31, 2013
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Inventory Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Inventory | Inventory consists of the following:
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Tabular disclosure of the carrying amount as of the balance sheet date of merchandise, goods, commodities, or supplies held for future sale or to be used in manufacturing, servicing or production process. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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OTHER CURRENT ASSETS (Tables)
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Dec. 31, 2013
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Schedule of other current assets | Other current assets consist of the following:
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Tabular disclosure of the carrying amounts of other current assets. No definition available.
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FIXED ASSETS (Tables)
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Dec. 31, 2013
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Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of fixed assets | Fixed assets consist of the following:
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Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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PREPAID EXPENSE (Tables)
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Dec. 31, 2013
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Prepaid Expense, Current [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of prepaid expense | Prepaid expense consists of the following:
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Tabular disclosure of noncurrent assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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INTANGIBLE ASSETS (Tables)
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of intangible assets | The following table sets forth the gross carrying amount and accumulated amortization of our intangible assets as of December 31, 2013 and December 31, 2012:
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Schedule of estimated amortization expense | Estimated amortization expense for the next five years is as follows:
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Tabular disclosure of the amount of amortization expense expected to be recorded in succeeding fiscal years for finite-lived intangible assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Tabular disclosure of goodwill and intangible assets, which may be broken down by segment or major class. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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OTHER CURRENT LIABILITIES (Tables)
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Dec. 31, 2013
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Noncontrolling Interest [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of other current liabilities | Other current liabilities consist of the following:
(1) In June 2008, we declared and paid a special dividend of $0.40 per share of our Common Stock to all shareholders of record as of June 10, 2008, of which $41,359 remained unclaimed by certain shareholders at December 31, 2013 and 2012.
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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.
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STOCKHOLDERS' EQUITY (Tables)
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Schedule of warrant activity | Summary of our Warrant activity and related information for 2011-2013
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Schedule of weighted average fair value per share and assumptions used in the Black-Scholes Model of warants | The weighted average fair value per share of warrants issued and the assumptions used in the Black-Scholes Model during the years ended December 31, 2013, 2012 and 2011 are set forth in the table below.
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Schedule of assumptions used in the Black-Scholes Model of stock options | The assumptions used in the Black-Scholes Model during the years ended December 31, 2013 are set forth in the table below.
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Schedule of Option activity |
A summary of activity under the 2009 and 2012 Plans and related information for 2011-2013 follows:
(1)This includes (i) VitaMed Options granted between October 2008 and December 31, 2010 for an aggregate of 7,639,722 Units, of which 16,000 were canceled prior to conversion (or Options for 9,357,561 shares per the Conversion Ratio), (ii) VitaMed Options granted between January 1, 2011 and October 3, 2011 for an aggregate of 621,000 Units (or Options for 762,235 shares per the Conversion Ratio) and (iii) Options granted between October 4, 2011 and December 31, 2011 for an aggregate of 562,422 shares. The terms and conditions of the VitaMed Options were reflected in the replacement Options including the number of shares vested.
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Disclosure of schedule of weighted average fair value per share and valuation assumptions of warrants. No definition available.
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Tabular disclosure of the number and weighted-average exercise prices (or conversion ratios) for share options (or share units) that were outstanding at the beginning and end of the year, vested and expected to vest, exercisable or convertible at the end of the year, and the number of share options or share units that were granted, exercised or converted, forfeited, and expired during the year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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
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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
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INCOME TAXES (Tables)
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12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2013
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Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of deferred tax assets and liabilities | Our deferred tax asset and liability as presented in the accompanying consolidated financial statements consist of the following:
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Schedule of tax rate reconciliation | A reconciliation between taxes computed at the federal statutory rate and the consolidated effective tax rate is as follows:
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- Definition
Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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COMMITMENTS AND CONTINGENCIES (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2013
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Commitments And Contingencies Tables | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of future minimum rental payments | As of December 31, 2013, future minimum rental payments are as follows:
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- Definition
Tabular disclosure of future minimum payments required in the aggregate and for each of the five succeeding fiscal years for operating leases having initial or remaining noncancelable lease terms in excess of one year and the total minimum rentals to be received in the future under noncancelable subleases as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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SELECTED QUARTERLY FINANCIAL DATA (Tables)
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12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2013
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Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of quarterly unaudited summary information | Summarized quarterly financial data for fiscal years 2013 and 2012 is as follows:
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- Definition
Tabular disclosure of the quarterly financial data in the annual financial statements. The disclosure includes financial information for each fiscal quarter for the current and previous year, including revenues, gross profit, income (loss) before extraordinary items and cumulative effect of a change in accounting principle and earnings per share data. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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THE COMPANY (Details Narrative)
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0 Months Ended | 0 Months Ended | |||||||
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Jul. 28, 2011
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Dec. 31, 2013
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Dec. 31, 2012
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Jul. 29, 2011
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Oct. 04, 2011
Agreement and Plan of Merger with VitaMed
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Jul. 29, 2011
Agreement and Plan of Merger with VitaMed
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Jul. 28, 2011
Agreement and Plan of Merger with VitaMed
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Oct. 04, 2011
Agreement and Plan of Merger with VitaMed
Options
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Oct. 04, 2011
Agreement and Plan of Merger with VitaMed
Warrants
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Common stock, shares issued | 16,575,209 | 144,976,757 | 99,784,982 | 165,856 | 165,856 | 16,575,209 | |||
Common stock, shares outstanding | 16,575,209 | 144,976,757 | 99,784,982 | 165,856 | 165,856 | 16,575,209 | |||
Reverse stock split ratio | 1 for 100 | 1 for 100 | |||||||
Percentage decrease in holding due to merger | 99.00% | ||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||||||
Percentage of holding acquired | 100.00% | ||||||||
Shares issued in exchange for outstanding membership units | 58,407,331 | ||||||||
Shares reserved for future isssuance | 70,000,000 | 10,119,796 | 1,472,916 | ||||||
Description of lock in period | Each stockholder agreed that during a lock-up period from the date of the lock-up agreements until 18 months thereafter they would not make or cause any sale of our common stock. After the completion, each stockholder agreed not to sell or dispose of more than 2.5% of the stockholder's aggregate Common Stock or shares reserved for issuance under stock 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 will terminate. |
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- Definition
Refers to description of lock in period. No definition available.
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- Definition
Refers to percentage decrease in holding due to merger. No definition available.
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- Definition
Number of shares of equity interests issued or issuable to acquire entity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Percentage of voting equity interests acquired at the acquisition date in the business combination. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Aggregate number of common shares reserved for future issuance. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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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- 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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- 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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- Definition
Description of the reverse stock split arrangement. Also provide the retroactive effect given by the reverse split that occurs after the balance sheet date but before the release of financial statements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) (USD $)
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12 Months Ended | ||
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Dec. 31, 2013
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Dec. 31, 2012
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Dec. 31, 2011
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Property, Plant and Equipment [Line Items] | |||
Advertising Costs | $ 11,739 | $ 19,480 | $ 65,944 |
Advance payments for future research and development activities | $ 2,091,809 | $ 189,375 | |
Anti-dilutive shares excluded from earnings per share calculation | 29,926,241 | 25,926,987 | 13,647,788 |
Equipment | Maximum
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Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 7 years | ||
Equipment | Minimum
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Property, Plant and Equipment [Line Items] | |||
Estimated useful lives | 3 years |
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- Definition
Carrying amount of advance payments made for future research and development activiites to be expensed. No definition available.
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- Definition
Amount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- 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
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- Details
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- Definition
Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment. No definition available.
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INVENTORY (Details) (USD $)
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Dec. 31, 2013
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Dec. 31, 2012
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Inventory | ||
Finished Product | $ 621,679 | $ 1,124,739 |
Raw Material | 250,943 | 380,000 |
Deferred Costs | 170,996 | 110,471 |
Inventory | $ 1,043,618 | $ 1,615,210 |
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- 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
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- Definition
Amount before valuation and LIFO reserves of completed merchandise or goods expected to be sold within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Amount before valuation and LIFO reserves of raw materials expected to be sold, or consumed within one year or operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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OTHER CURRENT ASSETS (Details) (USD $)
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Dec. 31, 2013
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Dec. 31, 2012
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Other Current Assets | ||
Prepaid R&D costs | $ 1,267,588 | $ 189,375 |
Prepaid consulting | 530,596 | 432,216 |
Deferred financing costs | 260,022 | |
Other receivables-related party | 249,981 | |
Prepaid other | 169,528 | 127,403 |
Prepaid guaranty costs | 2,944 | |
TOTAL OTHER CURRENT ASSETS | $ 2,477,715 | $ 751,938 |
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- Details
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- 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.
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- 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.
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- Definition
Carrying amount as of the balance sheet date of unamortized costs of research and development 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.
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- 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
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- Definition
The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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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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- Definition
Amount of asset related to consideration paid in advance for other costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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FIXED ASSETS (Details Narrative) (USD $)
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12 Months Ended | ||
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Dec. 31, 2013
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Dec. 31, 2012
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Dec. 31, 2011
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Depreciation Expense | $ 47,883 | $ 27,484 | $ 25,686 |
Leasehold Improvements
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Decrease accumulated depreciation | $ 11,980 |
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- Definition
Decrease amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services No definition available.
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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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FIXED ASSETS (Details) (USD $)
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Dec. 31, 2013
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Dec. 31, 2012
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Fixed assets, gross | $ 155,083 | $ 126,273 |
Accumulated depreciation | (93,765) | (60,600) |
Fixed Assets, net | 61,318 | 65,673 |
Equipment
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Fixed assets, gross | 108,458 | 67,668 |
Furniture and Fixtures
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Fixed assets, gross | 46,625 | 46,625 |
Leasehold Improvements
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Fixed assets, gross | $ 11,980 |
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- Definition
Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount before accumulated depreciation, depletion and amortization of 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, and furniture and fixtures. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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PREPAID EXPENSE (Details) (USD $)
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Dec. 31, 2013
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Dec. 31, 2012
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Other Assets | ||
Prepaid R&D costs | $ 824,221 | $ 953,655 |
Prepaid manufacturing costs | 899,000 | |
Accreted prepaid costs | 27,234 | |
TOTAL PREPAID EXPENSE | $ 1,750,455 | $ 953,655 |
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- Definition
Carrying amount as of the balance sheet date of unamortized costs of accredited 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. Noncurrent portion. No definition available.
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X | ||||||||||
- Definition
Carrying amount as of the balance sheet date of unamortized costs of manufacturing 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. Noncurrent portion. No definition available.
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X | ||||||||||
- Definition
Carrying amount as of the balance sheet date of unamortized costs of research and development contracts, which will be charged against earnings ratably over the period in which contractually agreed upon services will be provided; non-current portion. No definition available.
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- Details
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- Definition
Amount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets. No definition available.
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INTANGIBLE ASSETS (Details Narrative) (USD $)
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12 Months Ended | ||
---|---|---|---|
Dec. 31, 2013
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Dec. 31, 2012
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Dec. 31, 2011
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Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 10,262 | $ 28,776 | $ 29,159 |
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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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- Details
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INTANGIBLE ASSETS (Details ) (USD $)
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12 Months Ended | |
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Dec. 31, 2013
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Dec. 31, 2012
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Finite-Lived Intangible Assets | ||
Accumulated Amortization | $ (90,160) | $ (77,159) |
Indefinite-Lived Intangible Assets | ||
Gross Carrying Amount | 755,748 | 316,714 |
Net Amount | 665,588 | 239,555 |
Gross Carrying Amount | 755,748 | 316,714 |
Net Amount | 665,588 | 239,555 |
Hormone therapy drug candidate patents
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Indefinite-Lived Intangible Assets | ||
Gross Carrying Amount | 572,726 | 180,194 |
Net Amount | 572,726 | 180,194 |
Multiple trademarks for vitamins/supplements
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Indefinite-Lived Intangible Assets | ||
Gross Carrying Amount | 59,328 | 21,055 |
Net Amount | 59,328 | 21,055 |
OPERA® software patent
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Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 31,951 | 23,722 |
Accumulated Amortization | (499) | 0 |
Net Amount | 31,452 | 23,722 |
Weighted Average Amortization Period | 15 years 9 months 18 days | 0 years |
Development costs for corporate website
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Finite-Lived Intangible Assets | ||
Gross Carrying Amount | 91,743 | 91,743 |
Accumulated Amortization | (89,661) | (77,159) |
Net Amount | $ 2,082 | $ 14,584 |
Weighted Average Amortization Period | 0 years 3 months 18 days | 1 year 3 months 18 days |
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- Definition
Net amount of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit. No definition available.
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- 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
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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
Amount after 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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- Details
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- Definition
Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
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X | ||||||||||
- Definition
Amount of assets, excluding financial assets and goodwill, lacking physical substance and having a projected indefinite period of benefit. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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X | ||||||||||
- Details
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- Definition
Amount before accumulated amortization of intangible assets, excluding goodwill. No definition available.
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X | ||||||||||
- Definition
Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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INTANGIBLE ASSETS (Details 1) (USD $)
|
Dec. 31, 2013
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Goodwill and Intangible Assets Disclosure [Abstract] | |
2014 | $ 4,080 |
2015 | 1,997 |
2016 | 1,997 |
2017 | 1,997 |
2018 | $ 1,997 |
X | ||||||||||
- Definition
Amount of amortization expense expected to be recognized during the next fiscal year following the latest fiscal year for 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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X | ||||||||||
- Definition
Amount of amortization expense expected to be recognized during the fifth fiscal year following the latest fiscal year for 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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X | ||||||||||
- Definition
Amount of amortization expense expected to be recognized during the fourth fiscal year following the latest fiscal year for 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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X | ||||||||||
- Definition
Amount of amortization expense expected to be recognized during the third fiscal year following the latest fiscal year for 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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X | ||||||||||
- Definition
Amount of amortization expense expected to be recognized during the second fiscal year following the latest fiscal year for 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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X | ||||||||||
- Details
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OTHER CURRENT LIABILITIES (Details Narrative) (USD $)
|
Dec. 31, 2013
|
Dec. 31, 2012
|
---|---|---|
Other Liabilities, Current [Abstract] | ||
Dividends Payable, amount per share | $ 0.40 | |
Unclaimed dividends | $ 41,359 | $ 41,359 |
X | ||||||||||
- Definition
Amount of dividend which have been paid by the entity but not claimed by the shareholder No definition available.
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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
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- Details
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OTHER CURRENT LIABILITIES (Details) (USD $)
|
Dec. 31, 2013
|
Dec. 31, 2012
|
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Other Liabilities, Current [Abstract] | ||||||
Accrued payroll and commission costs | $ 941,313 | $ 397,210 | ||||
Accrued financing costs | 850,000 | |||||
Accrued vacation | 256,920 | 114,899 | ||||
Allowance for wholesale distributor fees | 306,303 | 107,784 | ||||
Accrued legal and accounting expense | 224,550 | 90,000 | ||||
Accrued lab research | 536,574 | |||||
Accrued clinical trial costs | 129,208 | |||||
Allowance for coupons and returns | 126,233 | 53,002 | ||||
Other accrued expenses | 230,088 | [1] | 70,759 | [1] | ||
TOTAL OTHER CURRENT LIABILITIES | $ 3,601,189 | $ 833,654 | ||||
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X | ||||||||||
- Definition
Carrying value as of the balance sheet date of the obligations incurred through that date and payable for clinical trial costs. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). No definition available.
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X | ||||||||||
- Definition
Carrying value as of the balance sheet date of the obligations incurred through that date and payable for financing costs. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). No definition available.
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X | ||||||||||
- Definition
Carrying value as of the balance sheet date of the obligations incurred through that date and payable for lab research. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). No definition available.
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X | ||||||||||
- Definition
Carrying value as of the balance sheet date of the obligations incurred through that date and payable for wholesale distributor fees. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). No definition available.
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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.
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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 obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. 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 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
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
|
X | ||||||||||
- Details
|
NOTES PAYABLE (Details Narrative) (USD $)
|
12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Nov. 13, 2012
Mr. Finizio
|
Nov. 13, 2012
Mr. Milligan
|
Nov. 13, 2012
Reich Family Limited LP
|
Mar. 21, 2013
Multiple Advance Revolving Credit Note (Plato Warrant)
|
Mar. 13, 2013
Multiple Advance Revolving Credit Note (Plato Warrant)
|
Feb. 25, 2013
Multiple Advance Revolving Credit Note (Plato Warrant)
|
Jan. 31, 2013
Multiple Advance Revolving Credit Note (Plato Warrant)
|
Dec. 31, 2013
Multiple Advance Revolving Credit Note (Plato Warrant)
|
Apr. 25, 2013
VitaMed Promissory Notes
|
Mar. 19, 2012
VitaMed Promissory Notes
|
Feb. 28, 2013
VitaMed Promissory Notes
|
Jun. 30, 2012
VitaMed Promissory Notes
|
Oct. 30, 2011
VitaMed Promissory Notes
|
Jun. 30, 2011
VitaMed Promissory Notes
|
Mar. 31, 2011
VitaMed Promissory Notes
|
Dec. 31, 2013
VitaMed Promissory Notes
|
Dec. 31, 2012
VitaMed Promissory Notes
|
Dec. 31, 2011
VitaMed Promissory Notes
|
Nov. 13, 2012
VitaMed Promissory Notes
|
Mar. 31, 2011
VitaMed Promissory Notes
Mr. Finizio
|
Mar. 31, 2011
VitaMed Promissory Notes
Mr. Milligan
|
Nov. 13, 2012
VitaMed Promissory Notes
Reich Family Limited LP
|
Mar. 31, 2011
VitaMed Promissory Notes
Reich Family Limited LP
|
Feb. 29, 2012
Issuance of 6% Promissory Notes (January and February 2012)
|
Feb. 24, 2012
February 2012 Notes Issued To Individual And Entity
|
May 31, 2012
February 2012 Notes Issued To Individual And Entity
|
Jun. 19, 2012
February 2012 Notes Issued To Individual And Entity
|
Jun. 19, 2012
February 2012 Notes/ Warrants
|
Jun. 30, 2013
February 2012 Notes/ Warrants
|
Feb. 29, 2012
February 2012 Notes/ Warrants
|
Feb. 24, 2012
February 2012 Notes/ Warrants
|
Feb. 24, 2012
February 2012 Notes Issued To Parties
|
Jun. 19, 2012
February 2012 Notes Issued To Parties
|
Jun. 19, 2012
June 2012 Notes Issued To Individual And Entity
|
Jun. 19, 2012
June 2012 Notes Issued To Parties
|
Apr. 25, 2013
June 2012 Notes (secured promissory notes)
|
Mar. 21, 2013
June 2012 Notes (secured promissory notes)
|
Jun. 19, 2012
June 2012 Notes (secured promissory notes)
|
|
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Maximum principal amount | $ 10,000,000 | ||||||||||||||||||||||||||||||||||||||||
Stated interest rate | 6.00% | 2.35% | 3.02% | ||||||||||||||||||||||||||||||||||||||
Description of interest payment | Interest payments were due and payable on the tenth day following the end of each calendar quarter | Under the extension, borrowings bear interest at a rate of 2.35% and are due on March 1, 2013. | The bank line of credit accrued interest at the rate of 3.02% per annum based on a year of 360 days and was due on March 1, 2012 | ||||||||||||||||||||||||||||||||||||||
Proceeds from revolving credit note | 200,000 | 200,000 | |||||||||||||||||||||||||||||||||||||||
Repayment of revolving credit note | 401,085 | ||||||||||||||||||||||||||||||||||||||||
Revolving credit outstanding | 0 | ||||||||||||||||||||||||||||||||||||||||
Number of shares purchased | 1,250,000 | 613,718 | 5,685,300 | 3,314,700 | 5,685,300 | 9,000,000 | |||||||||||||||||||||||||||||||||||
Exercise price of warrants (in dollars per unit) | 3.20 | 0.41 | 0.38 | ||||||||||||||||||||||||||||||||||||||
Line of credit | 179,000 | 179,000 | 179,000 | 300,000 | 299,220 | 100,000 | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||
Repayments of lines of credit | 500,000 | 300,000 | 100,735 | 299,220 | |||||||||||||||||||||||||||||||||||||
Proceeds from lines of credit | 500,000 | 300,000 | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||
Line of credit facility decrease forgiveness | 100,000 | ||||||||||||||||||||||||||||||||||||||||
Interest expense | 1,165,981 | 1,905,409 | 64,380 | 735 | 7,366 | 5,650 | |||||||||||||||||||||||||||||||||||
Aggregate principal amount | 500,000 | 900,000 | 1,358,014 | 1,357,110 | 2,347,128 | 2,344,719 | |||||||||||||||||||||||||||||||||||
Proceeds from notes payable | 1,000,000 | 3,000,000 | 1,700,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||||
Repayments of notes payable | 4,691,847 | 1,850,000 | 200,000 | 50,000 | 200,000 | 1,700,000 | 4,882,019 | ||||||||||||||||||||||||||||||||||
Acrued interest | 150,068 | 15,124 | 21,595 | ||||||||||||||||||||||||||||||||||||||
Fair value of notes | 1,517,741 | ||||||||||||||||||||||||||||||||||||||||
Debt discount | 859,647 | 197,383 | |||||||||||||||||||||||||||||||||||||||
Recognized loss on extinguishment of debt | (10,307,864) | (7,390,000) | 10,307,864 | ||||||||||||||||||||||||||||||||||||||
Aggregate principal and accrued interest | 3,102,000 | ||||||||||||||||||||||||||||||||||||||||
Amount of shares issued in exercise of warrants | 8,145,486 | 8,145,486 | |||||||||||||||||||||||||||||||||||||||
Remaining balance of notes | 1,347,128 | 2,691,847 | 1,344,719 | ||||||||||||||||||||||||||||||||||||||
Interest rate | 4.00% | 6.00% | |||||||||||||||||||||||||||||||||||||||
Description of interest rate terms | The VitaMed Notes were assumed by us upon the merger and bore interest at a rate of 4% per annum and were due at the earlier of (i) the six month anniversary of the date of issuance and (ii) such time as VitaMed received the proceeds of a promissory note(s) issued in an amount of not less than $1,000,000, or the Funding. | Accrued interest at the annual rate of 6%, was due in one lump sum payment on February 24, 2014. | |||||||||||||||||||||||||||||||||||||||
Acrued interest paid | $ 212,853 | $ 17,253 | $ 696 | $ 2,160 | $ 21,595 |
X | ||||||||||
- Definition
Refers to amount of remaining surrender value of notes. No definition available.
|
X | ||||||||||
- Definition
Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Description of the interest rate as being fixed or variable, and, if variable, identification of the index or rate on which the interest rate is based and the number of points or percentage added to that index or rate to set the rate, and other pertinent information, such as frequency of rate resets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
The amount of debt discount (net of debt premium) 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
|
X | ||||||||||
- 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
|
X | ||||||||||
- Definition
Amount of the cost of borrowed funds accounted for as interest expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The amount of cash paid for interest during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of interest payable on debt, including, but not limited to, trade payables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The carrying value as of the balance sheet date of the current and noncurrent portions 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
|
X | ||||||||||
- Definition
Amount borrowed under the credit facility as of the balance sheet date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of decrease in line of credit facility from forgiveness by the holder of the line of credit. No definition available.
|
X | ||||||||||
- Definition
Description of the interest rate for the amounts borrowed under the credit facility, including the terms and the method for determining the interest rate (for example, fixed or variable, LIBOR plus a percentage, increasing rate, timing of interest rate resets, remarketing provisions). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The effective interest rate during the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying amount of long-term debt, net of unamortized discount or premium, including current and noncurrent amounts. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. 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
Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The cash inflow from a borrowing supported by a written promise to pay an obligation. 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
Amount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements. 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 of stock issued during the period that is attributable to transactions involving issuance of stock not separately disclosed. No definition available.
|
NOTES PAYABLE (Details Narrative 1) (USD $)
|
12 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 2 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Oct. 31, 2012
6% Notes issued in August and September 2012
|
Sep. 30, 2012
6% Notes issued in August and September 2012
|
Oct. 31, 2012
6% Notes issued in September 2012
|
Sep. 30, 2012
6% Notes issued in September 2012
|
Jun. 19, 2012
VitaMed July 2011 Secured Notes
Number
|
Dec. 31, 2012
VitaMed July 2011 Secured Notes
|
Dec. 31, 2011
VitaMed July 2011 Secured Notes
|
Jul. 31, 2011
VitaMed July 2011 Secured Notes
|
Jul. 31, 2011
VitaMed July 2011 First Secured Notes
|
Jul. 31, 2011
VitaMed July 2011 Second Secured Notes
|
Jun. 30, 2012
VitaMed Promissory Notes
|
Nov. 30, 2011
VitaMed Promissory Notes
|
Oct. 30, 2011
VitaMed Promissory Notes
Number
|
Oct. 31, 2011
VitaMed Promissory Notes
|
Jun. 30, 2011
VitaMed Promissory Notes
|
Nov. 30, 2011
VitaMed Promissory Notes
|
Dec. 31, 2013
VitaMed Promissory Notes
|
Dec. 31, 2012
VitaMed Promissory Notes
|
Dec. 31, 2011
VitaMed Promissory Notes
|
Oct. 04, 2012
VitaMed Promissory Notes
Brian Bernick
|
Jun. 30, 2012
VitaMed Promissory Notes
Brian Bernick
|
Oct. 31, 2011
VitaMed Convertible Notes
Number
|
Dec. 31, 2012
Notes Issued to Mr. Finizio And Mr. Milligan
|
Dec. 31, 2011
Notes Issued to Mr. Finizio And Mr. Milligan
|
Jun. 30, 2012
Notes Issued to Mr. Finizio
|
Oct. 04, 2012
Notes Issued to Mr. Milligan
|
|
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||
Aggregate principal amount | $ 1,600,000 | $ 200,000 | $ 500,000 | $ 500,000 | $ 500,000 | $ 534,160 | $ 100,000 | ||||||||||||||||||||||
Repayments of notes payable | 4,691,847 | 1,850,000 | 200,000 | 1,600,000 | 200,000 | 50,000 | 200,000 | 100,000 | |||||||||||||||||||||
Interest rate | 6.00% | 4.00% | 4.00% | ||||||||||||||||||||||||||
Aggregate principal and accrued interest | 1,054,647 | ||||||||||||||||||||||||||||
Numbers of shares converted for debt | 2,775,415 | 1,415,136 | 266,822 | 20,266,822 | 1,415,136 | ||||||||||||||||||||||||
Conversion price (in dollars per share) | $ 0.38 | $ 0.38 | $ 0.38 | ||||||||||||||||||||||||||
Value of debt converted to shares | (6,716,504) | 6,716,504 | 100,000 | 849,137 | |||||||||||||||||||||||||
Interest expense | 1,165,981 | 1,905,409 | 64,380 | 33,204 | 21,453 | 735 | 7,366 | 5,650 | 6,344 | 2,390 | |||||||||||||||||||
Numbers of shares purchased | 613,718 | ||||||||||||||||||||||||||||
Description of interest rate terms | The VitaMed Notes were assumed by us upon the merger and bore interest at a rate of 4% per annum and were due at the earlier of (i) the six month anniversary of the date of issuance and (ii) such time as VitaMed received the proceeds of a promissory note(s) issued in an amount of not less than $1,000,000, or the Funding. | ||||||||||||||||||||||||||||
Acrued interest paid | 212,853 | 17,253 | 696 | 2,160 | 5,341 | 888 | 1,519 | ||||||||||||||||||||||
Aggregate remaining principal amount | $ 100,000 |
X | ||||||||||
- Definition
Refers to balance amount of debt instrument at time of issuance. No definition available.
|
X | ||||||||||
- Definition
Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of a favorable spread to a debt holder between the amount of debt being converted and the value of the securities received upon conversion. This is an embedded conversion feature of convertible debt issued that is in-the-money at the commitment date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The number of equity instruments that the holder of the debt instrument would receive if the debt was converted to equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Contractual interest rate for funds borrowed, under the debt agreement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Description of the interest rate as being fixed or variable, and, if variable, identification of the index or rate on which the interest rate is based and the number of points or percentage added to that index or rate to set the rate, and other pertinent information, such as frequency of rate resets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Amount of the cost of borrowed funds accounted for as interest expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The amount of cash paid for interest during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Carrying amount of long-term debt, net of unamortized discount or premium, including current and noncurrent amounts. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations. 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
|
STOCKHOLDERS' EQUITY (Details Narrative) (USD $)
|
0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 28, 2011
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Jul. 29, 2011
|
Oct. 05, 2011
Stock Purchase Agreement With Pernix Therapeutics LLC
|
Sep. 30, 2013
Private placement
|
Jun. 19, 2012
February 2012 Notes/ Warrants
|
Jun. 30, 2013
February 2012 Notes/ Warrants
|
Dec. 31, 2011
VitaMed Promissory Notes
|
Nov. 30, 2011
VitaMed Promissory Notes
|
Oct. 30, 2011
VitaMed Promissory Notes
Number
|
Oct. 31, 2011
VitaMed Promissory Notes
|
Nov. 30, 2011
VitaMed Promissory Notes
|
Apr. 20, 2013
Jefferies LLC (Underwriters)
|
Mar. 20, 2013
Jefferies LLC (Underwriters)
|
Dec. 31, 2013
Jefferies LLC (Underwriters)
|
Sep. 25, 2013
Stifel, Nicolaus & Company (Underwriters)
|
|
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||||||||||||||||
Preferred stock, shares issued | 0 | 0 | ||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||||||||||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | ||||||||||||||||
Common stock, shares issued | 16,575,209 | 144,976,757 | 99,784,982 | 165,856 | ||||||||||||||
Common stock, shares outstanding | 16,575,209 | 144,976,757 | 99,784,982 | 165,856 | ||||||||||||||
Number of shares issued during the period | 2,631,579 | 3,953,489 | 29,411,765 | 13,750,000 | ||||||||||||||
Share price (in dollars per share) | $ 2.15 | $ 1.70 | $ 2.40 | |||||||||||||||
Share price to underwritters (in dollars per share) | $ 0.38 | $ 1.58 | $ 2.23 | |||||||||||||||
Number of shares issued during the period,value | $ 78,650,353 | $ 7,895,485 | $ 1,707,000 | $ 1,000,000 | $ 7,895,485 | $ 45,400,000 | $ 30,200,000 | |||||||||||
Additional period for purchase share | 30 days | |||||||||||||||||
Total Additional common stock issued under shelf registration statement | 4,411,765 | |||||||||||||||||
Additional common stock issued under shelf registration statement | 1,954,587 | |||||||||||||||||
Additional common stock issued under shelf registration statement,value | 3,100,000 | |||||||||||||||||
Numbers of options to purchase shares of common stock exercised for cash | 1,691,393 | |||||||||||||||||
Options to purchase shares of common stock, value | 30,910 | 191,000 | 17,250 | 17,250 | ||||||||||||||
Numbers of options to purchase shares of common stock, cashless exercise | 240,395 | |||||||||||||||||
Number of shares issued in exercise of warrants | 3,102,000 | 3,102,000 | ||||||||||||||||
Amount of shares issued in exercise of warrants | 8,145,486 | 8,145,486 | ||||||||||||||||
Value of debt converted to shares | (6,716,504) | 1,054,647 | 100,000 | 849,137 | ||||||||||||||
Numbers of shares converted for debt | 2,775,415 | 1,415,136 | 266,822 | 20,266,822 | ||||||||||||||
Conversion price (in dollars per share) | $ 0.38 | $ 0.38 | ||||||||||||||||
Transaction cash fees | 552,500 | |||||||||||||||||
Legal fees and expenses paid | 52,016 | |||||||||||||||||
Aggregate purchase price of common stock sold | $ 8,500,001 | |||||||||||||||||
Reverse stock split ratio | 1 for 100 |
X | ||||||||||
- Definition
Refers to additonal period for purchase of shares. No definition available.
|
X | ||||||||||
- Definition
Refers to fees and expense regarding private placement. No definition available.
|
X | ||||||||||
- Definition
Price of a single share of a number of saleable stocks of a company. No definition available.
|
X | ||||||||||
- Definition
Refers to numbers of share expected to be issued during the period. No definition available.
|
X | ||||||||||
- Definition
Number of new stock issued during the period. No definition available.
|
X | ||||||||||
- Definition
Number of shares issued during the period as a result of an cashless exercise feature. No definition available.
|
X | ||||||||||
- Definition
Number of share options (or share units) exercised during the current period for cash. No definition available.
|
X | ||||||||||
- Definition
Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. No definition available.
|
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 a favorable spread to a debt holder between the amount of debt being converted and the value of the securities received upon conversion. This is an embedded conversion feature of convertible debt issued that is in-the-money at the commitment date. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The price per share of the conversion feature embedded in the debt instrument. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The number of equity instruments that the holder of the debt instrument would receive if the debt was converted to equity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- 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
|
X | ||||||||||
- 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
|
X | ||||||||||
- 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
|
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
Description of the reverse stock split arrangement. Also provide the retroactive effect given by the reverse split that occurs after the balance sheet date but before the release of financial statements. 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 shares of stock issued during the period that is attributable to transactions involving issuance of stock not separately disclosed. No definition available.
|
X | ||||||||||
- Definition
Value of shares issued as consideration for cash for development stage entities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Value of shares of stock issued during the period that is attributable to transactions involving issuance of stock not separately disclosed. No definition available.
|
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 Narrative 1) (USD $)
|
12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Nov. 13, 2012
Mr. Finizio
|
Nov. 13, 2012
Mr. Milligan
|
Nov. 13, 2012
Reich Family Limited LP
|
May 31, 2013
Sancilio & Company Warrants
|
Jun. 30, 2013
Sancilio & Company Warrants 1st Installments
|
May 11, 2013
Sancilio & Company Warrants 1st Installments
|
Jun. 30, 2013
Sancilio & Company Warrants 2nd Installments
|
Dec. 31, 2013
Sancilio & Company Warrants 2nd Installments
|
Dec. 31, 2013
Sancilio & Company Warrants 3rd Installments
|
Feb. 29, 2012
Modification Warrants
|
Mar. 31, 2012
Warrants Issued to Unaffiliated Individuals
Number
|
May 31, 2012
Warrants Issued to Unaffiliated Entity
|
Dec. 31, 2013
Warrants Issued to Unaffiliated Entity
|
Dec. 31, 2012
Warrants Issued to Unaffiliated Entity
|
Jun. 19, 2012
June 2012 Notes/Warrants
|
Dec. 31, 2012
June 2012 Notes/Warrants
|
Jun. 19, 2012
June 2012 Notes/Warrants 1st Issue
|
Jun. 19, 2012
June 2012 Notes/Warrants 2nd Issue
|
Jun. 30, 2012
Warrants Issued to Unaffiliated Individuals
Number
|
Dec. 31, 2011
Warrants Issued to Unrelated Individual for Consulting Services
|
Dec. 31, 2011
Warrants Issued to Unrelated Individual for Consulting Services
|
Oct. 31, 2011
Warrants Issued Officers
|
Dec. 31, 2013
Warrants Issued Officers
|
Dec. 31, 2012
Warrants Issued Officers
|
Dec. 31, 2011
Warrants Issued Officers
|
Dec. 31, 2011
Warrants Issued to Unrelated Entity for Consulting Services
|
Dec. 31, 2011
Warrants Issued to Unrelated Entity for Consulting Services
|
Dec. 31, 2011
Vested non forfeitable VitaMed Warrants
|
Mar. 31, 2011
Vested non forfeitable VitaMed Warrants
|
Dec. 31, 2013
Vested non forfeitable VitaMed Warrants
Number
|
Dec. 31, 2012
Vested non forfeitable VitaMed Warrants
|
Dec. 31, 2011
Vested non forfeitable VitaMed Warrants
|
Nov. 13, 2012
Vested non forfeitable VitaMed Warrants
|
Jan. 31, 2013
Multiple Advance Revolving Credit Note (Plato Warrant)
|
Dec. 31, 2013
Multiple Advance Revolving Credit Note (Plato Warrant)
|
Feb. 29, 2012
February 2012 Notes/ Warrants
|
Feb. 24, 2012
February 2012 Notes/ Warrants
|
Jun. 30, 2011
VitaMed Promissory Notes
|
Nov. 13, 2012
VitaMed Promissory Notes
|
Mar. 31, 2011
VitaMed Promissory Notes
|
Mar. 31, 2011
VitaMed Promissory Notes
Mr. Finizio
|
Mar. 31, 2011
VitaMed Promissory Notes
Mr. Milligan
|
Mar. 31, 2011
VitaMed Promissory Notes
Reich Family Limited LP
|
Dec. 31, 2013
Minimum
|
Dec. 31, 2013
Maximum
|
Dec. 31, 2013
Weighted Average
|
|
Warrants: | |||||||||||||||||||||||||||||||||||||||||||||||||
Warrants outstanding | $ 14,293,499 | ||||||||||||||||||||||||||||||||||||||||||||||||
Weighted-average contractual remaining life | 3 years 10 months 24 days | ||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants (in dollars per share) | 2.01 | 0.38 | 2.57 | 2.00 | 3.00 | 0.38 | 0.38 | 0.38 | 0.41 | 0.24 | 0.41 | 3.20 | 0.38 | 0.41 | 0.24 | 3.20 | 1.79 | ||||||||||||||||||||||||||||||||
Unamortized costs of warrants | 1,599,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased | 850,000 | 283,333 | 283,333 | 283,334 | 3,314,700 | 31,000 | 1,300,000 | 7,000,000 | 6,000,000 | 1,000,000 | 1,500 | 500 | 500 | 600,000 | 7,158 | 36,284 | 36,284 | 184,211 | 184,211 | 200,000 | 93,969 | 200,000 | 1,250,000 | 5,685,300 | 3,314,700 | 613,718 | |||||||||||||||||||||||
Expiration date of warrants | Jan. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||
Vesting date of warrants | Jun. 30, 2013 | Oct. 31, 2013 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants | 405,066 | 462,196 | 6,124,873 | 1,532,228 | 9,424,982 | 338 | 338 | 133,045 | 25,980 | 25,980 | 12,548 | 12,548 | 1,711,956 | 10,505,247 | 30,993 | ||||||||||||||||||||||||||||||||||
Expected term | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years | 10 years | 10 years | 5 years | 5 years | 10 years | 6 years | 5 years | 5 years | ||||||||||||||||||||||||||||||||||
Volatility rate | 45.89% | 45.84% | 44.50% | 44.81% | 44.71% | 44.64% | 44.78% | 51.83% | 45.94% | 41.04% | 39.44% | 47.89% | 44.29% | 44.50% | |||||||||||||||||||||||||||||||||||
Risk free rate | 45.89% | 1.41% | 89.00% | 1.04% | 0.74% | 0.75% | 0.72% | 0.91% | 2.23% | 1.08% | 1.56% | 3.48% | 0.88% | 89.00% | |||||||||||||||||||||||||||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||||||||||||||||||||||
Amortization deferred financing costs | 1,532,228 | 547,210 | 260,022 | 28,719 | |||||||||||||||||||||||||||||||||||||||||||||
Deferred financing costs | 260,022 | 1,451,934 | |||||||||||||||||||||||||||||||||||||||||||||||
Number of shares purchased forfeit | 833,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Valuation method of warrants | Black-Scholes Model | ||||||||||||||||||||||||||||||||||||||||||||||||
Non-cash compensation recongised | 405,066 | 77,034 | 360,528 | 218,045 | 15 | 7,158 | 36,284 | 36,284 | |||||||||||||||||||||||||||||||||||||||||
Prepaid expense-short term | 154,068 | 360,528 | 360,528 | ||||||||||||||||||||||||||||||||||||||||||||||
Prepaid expense-long term | 308,128 | 593,127 | 593,127 | ||||||||||||||||||||||||||||||||||||||||||||||
Prepaid expense | 323 | 323 | |||||||||||||||||||||||||||||||||||||||||||||||
Fair value of warrants by relative fair value calculation method | 1,649,890 | ||||||||||||||||||||||||||||||||||||||||||||||||
Remaining amortization deferred financing costs | 1,102,680 | ||||||||||||||||||||||||||||||||||||||||||||||||
Debt discount | 859,647 | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of unaffiliated individuals | 5 | 3 | |||||||||||||||||||||||||||||||||||||||||||||||
Professional fees | 29,736 | 1,656 | |||||||||||||||||||||||||||||||||||||||||||||||
Description of vesting period of warrants | The Warrants vest over a 44-month period beginning on November 21, 2011 (or 13,636 shares for months 1-43 and 13,652 shares for month 44). | Warrants vested at the rate of an aggregate of 76,714 shares per calendar quarter end. | |||||||||||||||||||||||||||||||||||||||||||||||
Agreement covering period | 3 months | ||||||||||||||||||||||||||||||||||||||||||||||||
Financing expense | 25,980 | ||||||||||||||||||||||||||||||||||||||||||||||||
Amortization research and development expense | 12,548 | ||||||||||||||||||||||||||||||||||||||||||||||||
Research and development expense | 13,551,263 | 4,492,362 | 107,241 | 0 | 6,936 | 5,612 | |||||||||||||||||||||||||||||||||||||||||||
Note payable | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||
Minimum volatility rate | 39.13% | ||||||||||||||||||||||||||||||||||||||||||||||||
Maximum volatility rate | 39.15% | ||||||||||||||||||||||||||||||||||||||||||||||||
Minimum risk free rate | 1.38% | ||||||||||||||||||||||||||||||||||||||||||||||||
Maximum risk free rate | 1.65% | ||||||||||||||||||||||||||||||||||||||||||||||||
Line of credit | 179,000 | 179,000 | 179,000 | 300,000 | 100,000 | 299,220 | 300,000 | 100,000 | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||
Warrants issued | 613,713 | ||||||||||||||||||||||||||||||||||||||||||||||||
Number of warrants vested | 562,571 | ||||||||||||||||||||||||||||||||||||||||||||||||
Loan guaranty costs | $ 2,944 | $ 45,036 | $ 38,159 | $ 2,944 | $ 45,036 | $ 38,159 |
X | ||||||||||
- Definition
This item provides the agreement covering period. No definition available.
|
X | ||||||||||
- Definition
Refers to amortization research and development expenseduring the period. No definition available.
|
X | ||||||||||
- Definition
Refers to non cash compensation expenses of warrants. No definition available.
|
X | ||||||||||
- Definition
Date the warrants or rights are expired in CCYY-MM-DD format. No definition available.
|
X | ||||||||||
- Definition
Refers to fair value of warrants or rights. No definition available.
|
X | ||||||||||
- Definition
Refer to numbers of shares forfeit during the period. No definition available.
|
X | ||||||||||
- Definition
Refers to valuation method of warrants or rights. No definition available.
|
X | ||||||||||
- Definition
Date the warrants or rights are vesting in CCYY-MM-DD format. No definition available.
|
X | ||||||||||
- Definition
Refers to description of warrants and rights. No definition available.
|
X | ||||||||||
- Definition
Refers to fair value of awards by a calculation method. No definition available.
|
X | ||||||||||
- Definition
Refers to financing expense related to debt during the period. No definition available.
|
X | ||||||||||
- Definition
The expense incurred for loan guaranty costs. No definition available.
|
X | ||||||||||
- Definition
Refers to numbers of warrants vested. No definition available.
|
X | ||||||||||
- Definition
Refers to numbers of entities. No definition available.
|
X | ||||||||||
- Definition
Refers to remaining amortization deferred financing costs during the period. No definition available.
|
X | ||||||||||
- Definition
Refers to unamortized costs associated with warrants. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
This item provides the weighted-average contractual remaining life of warrants. No definition available.
|
X | ||||||||||
- Definition
Numbers of shares warrants for common stock issued. No definition available.
|
X | ||||||||||
- Definition
Amount of noncash expense included in interest expense to allocate debt discount and premium, and the costs to issue debt and obtain financing over the related debt instruments. Alternate captions include noncash interest expense. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The amount of debt discount (net of debt premium) 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
|
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
The carrying value as of the balance sheet date of the current and noncurrent portions 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
|
X | ||||||||||
- Definition
Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of 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 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Sum of the carrying amounts as of the balance sheet date of amounts paid in advance for expenses which will be charged against earnings in periods after one year or beyond the operating cycle, if longer. 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 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
|
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 estimated measure of the maximum 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. No definition available.
|
X | ||||||||||
- Definition
The estimated measure of the minimum 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. No definition available.
|
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
|
X | ||||||||||
- Definition
The maximum risk-free interest rate assumption that is used in valuing an option on its own shares. No definition available.
|
X | ||||||||||
- Definition
The minimum risk-free interest rate assumption that is used in valuing an option on its own shares. No definition available.
|
X | ||||||||||
- Definition
Value of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
STOCKHOLDERS' EQUITY (Details Narrative 2) (USD $)
|
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Numbers of options oustanding | |||
Share-based compensation expense | $ 3,207,238 | $ 1,868,345 | $ 190,513 |
Total unrecognized estimated compensation expense | 3,921,000 | 4,391,000 | 244,000 |
Recognized weighted-average period | 1 year 3 months 18 days | ||
Minimum
|
|||
Option exercise prices (in dollars per shares) | $ 0.10 | ||
Maximum
|
|||
Option exercise prices (in dollars per shares) | $ 4.67 | ||
2009 Long Term Incentive Compensation Plan
|
|||
Description of plan | To provide financial incentives to employees, directors, advisers, and consultants of our company who are able to contribute towards the creation of or who have created shareholder value by providing them stock options and other stock and cash incentives, or the Awards. | ||
Number of shares authorized for issuance | 25,000,000 | ||
Number of shares issued | 13,632,742 | ||
Non Qualified 2012 Stock Incentive Plan
|
|||
Description of plan | Plan was designed to serve as an incentive for retaining qualified and competent key employees, officers, directors, and certain consultants and advisors of our company. | ||
Number of shares authorized for issuance | 10,000,000 | ||
Number of shares issued | 2,650,000 | ||
Non Qualified 2012 Stock Incentive Plan | Restricted stock unit
|
|||
Share-based compensation expense | 53,428 | ||
Number of shares purchased | 50,000 | ||
Vesting date | 2014-04-01 | ||
Fair value | $ 233,500 |
X | ||||||||||
- Definition
Refers to fair value of awards on equity-based plans. No definition available.
|
X | ||||||||||
- Definition
Date which an employee's right to exercise an award is no longer contingent on satisfaction of either a service condition, market condition or a performance condition. No definition available.
|
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
Unrecognized cost of unvested options awarded to employees as compensation. No definition available.
|
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
General descriptive information regarding an arrangement under which employees and directors receive: (a) awards of equity shares, equity share options, or other equity instruments; or (b) the entity incurs liabilities to them: (1) in amounts based, at least in part, on the price of the entity's shares or other equity instruments; or (2) that require or may require settlement by issuance of the entity's shares. Such an arrangement is usually provided to employees and directors to compensate them, provide performance incentives to them, and to attract or retain their services. May also include pertinent information particular to a plan that is not elsewhere specified in the taxonomy. 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
Number of options outstanding, including both vested and non-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
Number of share instruments newly issued under a share-based compensation plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The number of shares purchased on the open market during the period for issuance to employees under the plan. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
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 exercised in the period. No definition available.
|
X | ||||||||||
- Definition
The exercise price of each class of warrants cancelled or forfeited in the period. 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 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 warrants outstanding. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Exercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Number 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) (Warrants, USD $)
|
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Class of Warrant or Right [Line Items] | |||
Weighted average fair value | $ 2.83 | $ 2.05 | $ 0.16 |
Term (in years) | 5 years | ||
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum
|
|||
Class of Warrant or Right [Line Items] | |||
Risk-free interest rate | 0.88% | 0.72% | 0.91% |
Volatility | 44.29% | 44.64% | 39.13% |
Term (in years) | 5 years | 5 years | |
Maximum
|
|||
Class of Warrant or Right [Line Items] | |||
Risk-free interest rate | 1.12% | 1.04% | 3.48% |
Volatility | 45.89% | 44.81% | 51.83% |
Term (in years) | 6 years | 10 years |
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Agreed upon price for the exchange of the underlying asset. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
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
|
STOCKHOLDERS' EQUITY (Details 2) (Stock Options)
|
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum
|
|||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.65% | 0.61% | 0.91% |
Expected Volatility | 33.35% | 40.77% | 37.92% |
Expected term | 5 years | 5 years | 5 years 6 months |
Maximum
|
|||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.71% | 2.23% | 2.54% |
Expected Volatility | 45.76% | 46.01% | 40.48% |
Expected term | 6 years 3 months | 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
|
X | ||||||||||
- Details
|
STOCKHOLDERS' EQUITY (Details 3) (USD $)
|
12 Months Ended | |||||
---|---|---|---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
||||
Number Options | ||||||
Options outstanding, ending | ||||||
Stock Options
|
||||||
Number Options | ||||||
Options outstanding, beginning | 13,733,488 | 10,590,161 | ||||
Options Granted | 2,583,677 | 5,121,250 | 10,682,218 | [1] | ||
Options Exercised | (75,423) | (1,931,788) | (92,057) | |||
Options Expired | (250) | |||||
Options Cancelled | (608,750) | (46,135) | ||||
Options outstanding, ending | 15,632,742 | 13,733,488 | 10,590,161 | |||
Vested and exercisable | 11,282,627 | |||||
Weighted Average Exercise Price | ||||||
Options outstanding, beginning | $ 1.16 | $ 0.16 | ||||
Granted | $ 3.31 | $ 2.8 | $ 0.16 | [1] | ||
Exercised | $ 0.13 | $ 0.19 | ||||
Options outstanding, ending | $ 1.44 | $ 1.16 | $ 0.16 | |||
Vested and exercisable | $ 0.8 | |||||
Weighted Average Remaining Contractual Life | ||||||
Options outstanding, beginning | 7 years 8 months 12 days | 7 years 7 months 6 days | ||||
Granted | 9 years 9 months 18 days | 9 years 8 months 12 days | 7 years 7 months 6 days | [1] | ||
Options outstanding, ending | 7 years 2 months 12 days | 7 years 8 months 12 days | 7 years 7 months 6 days | |||
Vested and exercisable | 6 years 6 months | |||||
Aggregate Intrinsic Value | ||||||
Options outstanding, beginning | $ 26,804,117 | $ 14,067,649 | ||||
Granted | $ 4,920,981 | $ 1,737,530 | $ 14,188,484 | [1] | ||
Options outstanding, ending | 58,878,132 | 26,804,117 | 14,067,649 | |||
Vested and exercisable | $ 48,321,930 | |||||
|
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
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
The grant-date intrinsic 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
Gross number of share options (or share units) granted during the period. No definition available.
|
X | ||||||||||
- Definition
Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Number of options outstanding, including both vested and non-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 per share amount at which grantees can acquire shares of common stock by exercise of options. 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
|
INCOME TAXES (Details Narrative) (USD $)
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|---|
Federal
|
|||
Net operating loss carryforwards | $ 37,000,000 | ||
State
|
|||
Net operating loss carryforwards | $ 35,000,000 | $ 35,000,000 | $ 35,000,000 |
X | ||||||||||
- Definition
Amount of operating loss carryforward, before tax effects, available to reduce future taxable income under enacted tax laws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
INCOME TAXES (Details) (USD $)
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
---|---|---|---|
Deferred Income Tax Assets: | |||
Net operating losses | $ 14,773,537 | $ 5,920,861 | $ 748,404 |
R&D Credit | 547,511 | 186,346 | |
Total deferred income tax asset | 15,321,048 | 6,107,207 | 748,404 |
Valuation allowance | (15,321,048) | (6,107,207) | (748,404) |
Deferred Income Tax Assets, net | $ 0 | $ 0 | $ 0 |
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from in-process research and development costs expensed in connection with a business combination. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount after allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount before allocation of valuation allowances of deferred tax asset attributable to other deductible loss carryforwards not separately disclosed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
INCOME TAXES (Details 1)
|
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Income Tax Disclosure [Abstract] | |||
Federal statutory tax rate | 35.00% | 35.00% | 35.00% |
State tax rate, net of federal tax benefit | 5.80% | 5.50% | 0.00% |
Adjustment in valuation allowances | (32.40%) | (18.20%) | (5.80%) |
Permanent and other differences | (8.40%) | (22.30%) | (29.20%) |
Provision (Benefit) for Income Taxes | 0.00% | 0.00% | 0.00% |
X | ||||||||||
- Definition
Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Percentage of domestic federal statutory tax rate applicable to pretax income (loss). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to changes in the valuation allowance for deferred tax assets. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Percentage of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations applicable to state and local income tax expense (benefit), net of federal tax expense (benefit). Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
RELATED PARTIES (Details Narrative) (USD $)
|
12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Oct. 04, 2011
Agreement and Plan of Merger with VitaMed
|
Dec. 31, 2013
Brian Bernick
|
Dec. 31, 2012
Brian Bernick
|
Dec. 31, 2011
Brian Bernick
|
Dec. 31, 2013
Stock Purchase Agreement With Pernix Therapeutics LLC
|
Dec. 31, 2012
Stock Purchase Agreement With Pernix Therapeutics LLC
|
Dec. 31, 2011
Stock Purchase Agreement With Pernix Therapeutics LLC
|
Jun. 30, 2012
Non-affiliated third party
|
Nov. 13, 2012
Mr. Finizio
|
Nov. 13, 2012
Mr. Milligan
|
Nov. 13, 2012
Reich Family Limited LP
|
Jun. 30, 2012
VitaMed Promissory Notes
|
Oct. 30, 2011
VitaMed Promissory Notes
|
Jun. 30, 2011
VitaMed Promissory Notes
|
Nov. 13, 2012
VitaMed Promissory Notes
|
Mar. 31, 2011
VitaMed Promissory Notes
|
Oct. 04, 2012
VitaMed Promissory Notes
Brian Bernick
|
Jun. 30, 2012
VitaMed Promissory Notes
Brian Bernick
|
Mar. 31, 2011
VitaMed Promissory Notes
Mr. Finizio
|
Mar. 31, 2011
VitaMed Promissory Notes
Mr. Milligan
|
Mar. 31, 2011
VitaMed Promissory Notes
Reich Family Limited LP
|
Dec. 31, 2011
Notes Issued to Mr. Finizio And Mr. Milligan
|
Jun. 30, 2012
Notes Issued to Mr. Finizio
|
Oct. 04, 2012
Notes Issued to Mr. Milligan
|
|
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||
Line of credit | $ 179,000 | $ 179,000 | $ 179,000 | $ 299,220 | $ 300,000 | $ 100,000 | $ 100,000 | $ 100,000 | |||||||||||||||||||
Aggregate principal amount | 500,000 | 100,000 | |||||||||||||||||||||||||
Aggregate remaining principal amount | 100,000 | ||||||||||||||||||||||||||
Repayments of notes payable | 4,691,847 | 1,850,000 | 200,000 | 50,000 | 200,000 | 100,000 | |||||||||||||||||||||
Acrued interest paid | 212,853 | 17,253 | 696 | 2,160 | 5,341 | 888 | 1,519 | ||||||||||||||||||||
Shares reserved for future isssuance | 70,000,000 | ||||||||||||||||||||||||||
Description of lock in period | Each stockholder agreed that during a lock-up period from the date of the lock-up agreements until 18 months thereafter they would not make or cause any sale of our common stock. After the completion, each stockholder agreed not to sell or dispose of more than 2.5% of the stockholder's aggregate Common Stock or shares reserved for issuance under stock 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 will terminate. | ||||||||||||||||||||||||||
Transaction amounts | 0 | 2,632 | 20,669 | 0 | 404,000 | 19,000 | |||||||||||||||||||||
Receivables outstanding | 0 | 1,272 | 0 | 46,000 | 308,000 | 19,000 | |||||||||||||||||||||
Legal fee reimbursement | $ 249,981 | $ 0 | |||||||||||||||||||||||||
Number of shares purchased | 100,000 | 613,718 |
X | ||||||||||
- Definition
Refers to balance amount of debt instrument at time of issuance. No definition available.
|
X | ||||||||||
- Definition
Refers to description of lock in period. No definition available.
|
X | ||||||||||
- Definition
Refers to reimbursment of legal fees. No definition available.
|
X | ||||||||||
- Definition
Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Aggregate number of common shares reserved for future issuance. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Face (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
For an unclassified balance sheet, amounts due from owners or owners with a beneficial interest of more than 10 percent of the voting interests or officers of the company. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The amount of cash paid for interest during the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
The carrying value as of the balance sheet date of the current and noncurrent portions 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
|
X | ||||||||||
- Definition
Amount of transactions with related party during the financial reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Details
|
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
|
BUSINESS CONCENTRATIONS (Details Narrative)
|
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Supplier Concentration Risk
|
|||
Concentration Risk [Line Items] | |||
Concentration Risk | 98.00% | 76.00% | 95.00% |
Revenue - Prescription dietary
|
|||
Concentration Risk [Line Items] | |||
Concentration Risk | 79.00% | 63.00% | 42.00% |
Net Revenue
|
|||
Concentration Risk [Line Items] | |||
Concentration Risk | 64.00% | 28.00% | |
Deferred revenue
|
|||
Concentration Risk [Line Items] | |||
Concentration Risk | 97.00% | 98.00% |
X | ||||||||||
- Details
|
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 $)
|
6 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Dec. 31, 2013
|
Jun. 30, 2013
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Commitments and Contingencies Disclosure [Abstract] | |||||
Non-cancelable operating lease term | 63 months | ||||
Monthly Base rent of leases | $ 30,149 | ||||
Future minimum lease payments | 1,766,252 | 1,766,252 | |||
Rental Expense | 180,894 | 60,168 | 106,315 | 122,752 | |
Rental Income | $ 32,963 |
X | ||||||||||
- Definition
The total term (in months) of the company's outstanding lease obligation. No definition available.
|
X | ||||||||||
- Definition
Base monthly rent of operating leases, as stipulated in leasing agreements. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
Amount of rent expense incurred for leased assets, including but not limited to, furniture and equipment, that is not directly or indirectly associated with the manufacture, sale or creation of a product or product line. 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
|
X | ||||||||||
- Definition
Income earned by providing the use of assets to an outside party in exchange for a payment or series of payments that is nonoperating in nature. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
COMMITMENTS AND CONTINGENCIES (Details) (USD $)
|
Dec. 31, 2013
|
---|---|
Future minimum rental payments | |
2014 | $ 316,039 |
2015 | 371,240 |
2016 | 382,377 |
2017 | 393,848 |
2018 | 302,748 |
Total minimum lease payments | 1,766,252 |
Noncancelable sub-lease income | (38,956) |
Net minimum lease payments | $ 1,727,296 |
X | ||||||||||
- Definition
Amount of required minimum rental payments for sub leases having an initial or remaining non-cancelable letter-terms No definition available.
|
X | ||||||||||
- Definition
Net amount of required minimum rental payments for leases having an initial or remaining non-cancelable letter-terms in excess of one year No definition available.
|
X | ||||||||||
- Details
|
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
|
X | ||||||||||
- Definition
Amount of required minimum rental payments maturing in the next fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of required minimum rental payments maturing in the fifth fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of required minimum rental payments maturing in the forth fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of required minimum rental payments maturing in the third fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
X | ||||||||||
- Definition
Amount of required minimum rental payments maturing in the second fiscal year following the latest fiscal year for operating leases having an initial or remaining non-cancelable letter-terms in excess of one year. Reference 1: http://www.xbrl.org/2003/role/presentationRef
|
SELECTED QUARTERLY FINANCIAL DATA (Details) (USD $)
|
3 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2013
|
Sep. 30, 2013
|
Jun. 30, 2013
|
Mar. 31, 2013
|
Dec. 31, 2012
|
Sep. 30, 2012
|
Jun. 30, 2012
|
Mar. 31, 2012
|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
|
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 2,863,000 | $ 2,295,000 | $ 2,081,000 | $ 1,537,000 | $ 1,241,000 | $ 1,036,000 | $ 819,000 | $ 722,000 | $ 8,775,598 | $ 3,818,013 | $ 2,088,177 |
Gross profit | 2,396,000 | 1,646,000 | 1,617,000 | 1,157,000 | 908,000 | 729,000 | 447,000 | 386,000 | 6,816,001 | 2,469,900 | 1,141,065 |
Net loss | $ (8,361,000) | $ (7,673,000) | $ (6,009,000) | $ (6,376,000) | $ (5,727,000) | $ (4,253,000) | $ (11,850,000) | $ (13,290,000) | $ (28,419,313) | $ (35,120,235) | $ (12,913,365) |
Loss per common share, basic and diluted (in dollars per shares) | $ (0.06) | $ (0.06) | $ (0.05) | $ (0.06) | $ (0.06) | $ (0.04) | $ (0.14) | $ (0.16) | $ (0.22) | $ (0.38) | $ (0.21) |
X | ||||||||||
- 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.
|
X | ||||||||||
- 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
|
X | ||||||||||
- 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
|
X | ||||||||||
- Details
|
X | ||||||||||
- 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
|
SUBSEQUENT EVENTS (Details Narrative) (Stock Options)
|
12 Months Ended | 0 Months Ended | |||||
---|---|---|---|---|---|---|---|
Dec. 31, 2013
|
Dec. 31, 2012
|
Dec. 31, 2011
|
Jan. 06, 2014
Subsequent Event
|
||||
Options Granted | 2,583,677 | 5,121,250 | 10,682,218 | [1] | 390,000 | ||
Exercise period | 10 years | ||||||
Date awards vest | 2014-12-31 | ||||||
|
X | ||||||||||
- Definition
Date the equity-based award vests, in CCYY-MM-DD format. No definition available.
|
X | ||||||||||
- Definition
Period from grant date that an equity-based award expires, 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
Gross number of share options (or share units) granted during the period. No definition available.
|