Document and Entity Information
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Document and Entity Information
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6 Months Ended | |
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Jun. 30, 2012
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Aug. 13, 2012
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| Document and Entity Information [Abstract] | ||
| Entity Registrant Name | CORTEX PHARMACEUTICALS INC/DE/ | |
| Entity Central Index Key | 0000849636 | |
| Document Type | 10-Q | |
| Document Period End Date | Jun. 30, 2012 | |
| Amendment Flag | false | |
| Document Fiscal Year Focus | 2012 | |
| Document Fiscal Period Focus | Q2 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 144,041,558 |
Condensed Balance Sheets
Condensed Balance Sheets (Parenthetical)
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Condensed Balance Sheets (Parenthetical) (USD $)
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Jun. 30, 2012
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Dec. 31, 2011
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| Condensed Balance Sheets [Abstract] | ||
| Series B convertible preferred stock, par value | $ 0.001 | $ 0.001 |
| Series B convertible preferred stock, liquidation preference amount | $ 25,001 | $ 25,001 |
| Series B convertible preferred stock, shares authorized | 37,500 | 37,500 |
| Series B convertible preferred stock, shares issued | 37,500 | 37,500 |
| Series B convertible preferred stock, shares outstanding | 37,500 | 37,500 |
| Series B convertible preferred stock, shares issuable upon conversion | 3,679 | 3,679 |
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 205,000,000 | 205,000,000 |
| Common stock, shares issued | 85,623,663 | 85,623,663 |
| Common stock, shares outstanding | 85,623,663 | 85,623,663 |
Condensed Statements of Operations (Unaudited)
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Condensed Statements of Operations (Unaudited) (USD $)
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3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2012
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Jun. 30, 2011
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Jun. 30, 2012
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Jun. 30, 2011
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| Revenues: | ||||
| License revenue | $ 1,000,000 | $ 1,000,000 | ||
| Grant revenue | 48,309 | 85,027 | 48,309 | 110,327 |
| Total revenues | 48,309 | 1,085,027 | 48,309 | 1,110,327 |
| Operating expenses: | ||||
| Research and development | 264,295 | 645,231 | 467,276 | 1,289,110 |
| General and administrative | 756,045 | 803,705 | 1,487,418 | 1,744,123 |
| Total operating expenses | 1,020,340 | 1,448,936 | 1,954,694 | 3,033,233 |
| Loss from operations | (972,031) | (363,909) | (1,906,385) | (1,922,906) |
| Interest (expense) income, net | (12,556) | 7,741 | (11,972) | 10,892 |
| Foreign currency transaction loss | (10,420) | (10,420) | ||
| Net loss | $ (995,007) | $ (356,168) | $ (1,928,777) | $ (1,912,014) |
| Net loss per share: | ||||
| Basic and diluted | $ (0.01) | $ 0.00 | $ (0.02) | $ (0.02) |
| Shares used in calculating per share amounts: | ||||
| Basic and diluted | 85,623,663 | 78,858,197 | 85,623,663 | 78,858,197 |
Condensed Statements of Comprehensive Loss (Unaudited)
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Condensed Statements of Comprehensive Loss (Unaudited) (USD $)
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3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2012
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Jun. 30, 2011
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Jun. 30, 2012
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Jun. 30, 2011
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| Condensed Statements of Comprehensive Loss [Abstract] | ||||
| Net loss | $ (995,007) | $ (356,168) | $ (1,928,777) | $ (1,912,014) |
| Other comprehensive loss: | ||||
| Realized loss on marketable securities | (473) | |||
| Other comprehensive loss | (473) | |||
| Comprehensive loss | $ (995,007) | $ (356,168) | $ (1,928,777) | $ (1,912,487) |
Condensed Statements of Cash Flows (Unaudited)
Basis of Presentation and Significant Accounting Principles
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Basis of Presentation and Significant Accounting Principles
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Jun. 30, 2012
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| Basis of Presentation and Significant Accounting Principles [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation and Significant Accounting Principles |
Note 1 — Basis of Presentation and Significant Accounting Principles The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six-month period ended June 30, 2012 are not necessarily indicative of the results that may be expected for the full fiscal year. For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011. The Company has incurred net losses and cash outflows from operations of approximately $1,929,000 and $1,458,000, respectively, for the six months ended June 30, 2012 and expects to incur additional losses and negative cash flow from operations in fiscal 2012 and for several more years. Management believes the Company has adequate financial resources to conduct operations into the third quarter of 2012. This raises substantial doubt about the Company’s ability to continue as a going concern, which is dependent on its ability to obtain additional financing and to generate sufficient cash flows to meet its obligations on a timely basis. Effective June 1, 2012, as part of its efforts to conserve its cash resources, the Company deferred payment of 50% of the base salary for each of its executive officers. The Company intends to continue those deferrals until such time as the Company secures sufficient capital or certain corporate transactions occur. The Company is exploring its strategic and financial alternatives, including, but not limited to, new collaborations for its AMPAKINE® program which would provide capital to the Company in exchange for exclusive or non-exclusive license or other rights to certain of the technologies and products that the Company is developing. Although the Company is presently engaged in discussions with a number of candidate companies, there can be no assurance that an agreement will arise from these discussions in a timely manner, or at all. The Company will need to raise additional capital through the sale of debt or equity. If the Company is unable to obtain additional financing to fund operations beyond the mid-third quarter of 2012, it will need to eliminate some or all of its activities, merge with another company, license or sell some or all of its assets to another company, or cease operations entirely. There can be no assurance that the Company will be able to obtain additional financing on favorable terms or at all, or that the Company will be able to merge with another Company or license or sell any or all of its assets. Employee Stock Options and Stock-based Compensation The Company’s 2006 Stock Incentive Plan (the “2006 Plan”) provides for a variety of equity vehicles to allow flexibility in implementing equity awards, including incentive stock options, nonqualified stock options, restricted stock grants, stock appreciation rights, stock payment awards, restricted stock units and dividend equivalents to qualified employees, officers, directors, consultants and other service providers. The exercise price of stock options offered under the 2006 Plan must be at least 100% of the fair market value of the common stock on the date of grant. If the person to whom an incentive stock option is granted is a 10% stockholder of the Company on the date of grant, the exercise price per share shall not be less than 110% of the fair market value on the date of grant. Options granted generally vest over a three-year period, although options granted to officers may include more accelerated vesting. Options generally expire ten years from the date of grant, but options granted to consultants may expire five years from the date of grant. The Company recognizes expense in its financial statements for all share-based payments to employees, including grants of employee stock options, based on their fair values over the requisite service period. There were no options granted during the three months ended June 30, 2012 and 2011 or the six months ended June 30, 2012. For options granted during the six months ended June 30, 2011, the fair value of each option award was estimated using the Black-Scholes option pricing model and the following assumptions: weighted average risk-free interest rate of 2.8%; dividend yield of 0%; volatility factor of the expected market price of the Company’s common stock of 107%; and a weighted average life of the options of 7.0 years. Expected volatility is based on the historical volatility of the Company’s stock. The Company also uses historical data to estimate the expected term of options granted and employee termination rates. The risk-free rate for periods within the estimated life of the options is based on the U.S. Treasury yield curve in effect at the time of grant. The weighted-average grant-date fair value per share of options granted during the six months ended June 30, 2011 was $0.11. A summary of option activity for the six months ended June 30, 2012 is as follows:
As of June 30, 2012, there was approximately $13,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements. That non-cash cost is expected to be recognized over a weighted-average period of less than one year. Stock options and warrants issued as compensation for services to be provided to the Company by non-employees are accounted for based upon the fair value of the services provided or the estimated fair value of the option or warrant, whichever can be more clearly determined. The Company recognizes this expense over the period in which the services are provided. This expense is a non-cash charge and has no impact on the Company’s available cash or working capital.
There were no stock option exercises during the six months ended June 30, 2012 or 2011. The Company issues new shares to satisfy stock option exercises. A summary of warrant activity for the six months ended June 30, 2012 is as follows:
The warrants granted during the six months ended June 30, 2012 were issued in connection with the June 2012 note payable transaction with Samyang Optics Co., Ltd., as discussed more fully in Note 2. Net Loss per Share For the three months and six months ended June 30, 2012 and 2011, the effect of potentially issuable shares of common stock was not included in the calculation of diluted loss per share given that the effect would be anti-dilutive. Comprehensive Income (Loss) In June 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-05, “Presentation of Comprehensive Income” (ASU 2011-05). ASU 2011-05 requires comprehensive income to be reported in either a single statement or in two consecutive statements reporting net income and other comprehensive income. ASU 2011-05 eliminated the option to report other comprehensive income and its components in the statement of changes in stockholder’s equity. As required, the Company retroactively adopted ASU 2011-05 effective January 1, 2012 and has elected to report comprehensive income for the three months and six months ended June 30, 2012 and 2011 (as applicable) in two consecutive statements reporting net income and other comprehensive income. The adoption of ASU 2011-05 did not have a material impact on the Company’s financial position or its results of operations. |
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Transaction with Samyang
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Transaction with Samyang
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6 Months Ended |
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Jun. 30, 2012
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| Transaction with Samyang [Abstract] | |
| Transaction with Samyang |
Note 2 — Transaction with Samyang On June 25, 2012, the Company completed a private placement of a promissory note in the principal amount of approximately $400,000 (465,000,000 South Korean won) with a single accredited institutional investor, Samyang Optics Co., Ltd. (“Samyang”) of Korea. The note accrues simple interest at the rate of 12% per annum and has a maturity date of June 25, 2013, although Samyang may demand repayment of the promissory note on or after December 25, 2012. The promissory note is secured by collateral that represents a lien on certain patents owned by the Company, including composition of matter patents for certain of the Company’s high impact AMPAKINE compounds and the low impact AMPAKINE compounds CX2007 and CX2076, and related compounds. The security interest does not extend to the Company’s patent for its AMPAKINE CX1739 or on the patent for the use of AMPAKINE compounds for the treatment of respiratory depression.
In connection with the private placement, the Company issued to Samyang two-year detachable warrants to purchase up to 4,000,000 unregistered shares of the Company’s common stock at an exercise price of $0.056 per share. The warrants have a call right, in favor of the Company, to the extent the weighted average closing price of the Company’s common stock exceeds $0.084 per share for each of ten consecutive trading days, subject to certain circumstances. The June 2012 private placement follows a private placement of $500,000 in securities with Samyang Value Partners Co., Ltd., a wholly owned subsidiary of Samyang, in October 2011 and a private placement of a convertible promissory note in the principal amount of $1,500,000 with Samyang in January 2010. In connection with the October 2011 investment, the Company and Samyang entered into a memorandum of understanding and subsequent license agreement for rights to the AMPAKINE CX1739 for the treatment of neurodegenerative diseases in South Korea. The license agreement also provides Samyang with rights of negotiation to expand its territory into other South East Asian countries, excluding Japan, Taiwan and China, and to include rights to the high impact AMPAKINE CX1846 for the potential treatment of neurodegenerative diseases. In connection with the June 2012 transaction, the license agreement with Samyang was expanded to include rights to AMPAKINE CX1739 in South Korea for the treatment of sleep apnea and respiratory depression. Given the lack of comparable financial statements available in the marketplace, the company deemed the face amount of the promissory note to be a reasonable approximation of its fair value. The Company used the Black-Scholes option pricing model to estimate the fair value of the 4,000,000 detachable warrants. The Company then used the relative fair value method to allocate the proceeds from the private placement to the promissory note and the detachable warrants issued in the transaction. This resulted in approximately 64% of the proceeds being allocated to the debt instrument. Given the limited rights and territory granted with the June 2012 transaction, the Company did not assign a value to the license expansion. Accordingly, the Company has not allocated any proceeds from the June 2012 private placement to the expanded license rights. The difference between the allocated value and face value of the promissory note is being amortized as interest expense over the life of the note, along with capitalized offering costs incurred in connection with the transaction. Given that Samyang may demand repayment of the note on or after six months from its issuance date, the Company is using six months as the anticipated life of the note for such amortization. The Company evaluated the warrants issued in the transaction and deemed the instruments to be indexed to the Company’s common stock and subject to equity classification within the Company’s balance sheet. |
Subsequent Event
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Subsequent Event
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6 Months Ended |
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Jun. 30, 2012
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| Subsequent Events [Abstract] | |
| Subsequent Event |
Note 3 — Subsequent Event On August 10, 2012, the Company acquired privately-held Pier Pharmaceuticals, Inc. (“Pier”), a clinical stage pharmaceutical company developing a treatment for sleep apnea. The acquisition was completed through a merger of Pier with a newly formed wholly-owned subsidiary of the Company. The acquisition included the issuance of 58,417,895 newly issued shares of the Company’s common stock to Pier, which represents approximately 41% of the Company’s outstanding common stock immediately following the transaction.
The Company has agreed to issue to Pier contingent consideration in the form of additional shares of its common stock in the event that certain of the Company’s stock options and warrants outstanding as of the date of the transaction are subsequently exercised prior to their expiration. Nearly all of the stock options and warrants outstanding as of the date of the transaction are “out of the money” as of such date. Additionally, the warrants issued to Samyang in connection with the June 2012 private placement (See Note 2) are excluded from the above and the potential exercise of such warrants will not trigger any subsequent issuance of shares to Pier. Based upon the stock options and warrants outstanding immediately prior to the transaction, other than the warrants issued to Samyang in June 2012, the contingent consideration to Pier approximates 18.3 million additional shares of common stock. In the event that any contingent consideration is issued, the ownership percentage of Pier following its receipt of such additional shares shall not exceed its ownership percentage as of the initial acquisition transaction. In connection with the Pier transaction, the positions for two of the Company’s executive officer positions were eliminated and the severance agreements for such executive officers were amended. As amended, the severance agreements provide for the grant of fully vested, ten-year options to purchase up to a total of 5,166,668 shares of the Company’s common stock at an exercise price of $0.06 per share, representing the closing price of the Company’s common stock on the closing date of the Pier transaction. As amended, the severance agreements also include semi-monthly payments totaling approximately $16,000 over the seven months following the acquisition, for a total of approximately $223,000. Thereafter, the amended severance agreements provide for semi-monthly payments totaling approximately $6,000 over the eighth through twenty-fourth month following the acquisition, for a total of approximately $207,000. The above payments include amounts accrued for previously earned paid-time off for both executive officers. Any unpaid amounts related to the above payments may be settled in a lump-sum distribution at the time and in the event that certain corporate transactions occur. The acquisition of Pier reinforces the Company’s focus on developing therapies for the treatment of brain-controlled breathing disorders, including opiate-induced respiratory depression, obstructive sleep apnea and central sleep apnea. Through this acquisition, the Company gained rights to Pier’s exclusive license, including a method-of-use patent for the treatment of obstructive sleep apnea with dronabinol from the University of Illinois. The National Institutes of Health recently awarded the University of Illinois a grant approximating $5,000,000 to support the development of dronabinol in a Phase II clinical study in subjects with obstructive sleep apnea and daytime sleepiness. It is anticipated that this grant will fully fund the proposed Phase II study in 120 patients. While the Company has expanded its technology platform through the acquisition of Pier, the Company needs to raise additional capital. If the Company is unable to obtain additional financing to fund operations, it will need to eliminate some or all of its activities, merge with another company, license or sell some or all of its assets to another company, or cease operations entirely. |
Basis of Presentation and Significant Accounting Principles (Policies)
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Basis of Presentation and Significant Accounting Principles (Policies)
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6 Months Ended |
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Jun. 30, 2012
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| Basis of Presentation and Significant Accounting Principles [Abstract] | |
| Employee Stock Options and Stock-based Compensation |
Employee Stock Options and Stock-based Compensation The Company’s 2006 Stock Incentive Plan (the “2006 Plan”) provides for a variety of equity vehicles to allow flexibility in implementing equity awards, including incentive stock options, nonqualified stock options, restricted stock grants, stock appreciation rights, stock payment awards, restricted stock units and dividend equivalents to qualified employees, officers, directors, consultants and other service providers. The exercise price of stock options offered under the 2006 Plan must be at least 100% of the fair market value of the common stock on the date of grant. If the person to whom an incentive stock option is granted is a 10% stockholder of the Company on the date of grant, the exercise price per share shall not be less than 110% of the fair market value on the date of grant. Options granted generally vest over a three-year period, although options granted to officers may include more accelerated vesting. Options generally expire ten years from the date of grant, but options granted to consultants may expire five years from the date of grant. The Company recognizes expense in its financial statements for all share-based payments to employees, including grants of employee stock options, based on their fair values over the requisite service period. There were no options granted during the three months ended June 30, 2012 and 2011 or the six months ended June 30, 2012. For options granted during the six months ended June 30, 2011, the fair value of each option award was estimated using the Black-Scholes option pricing model and the following assumptions: weighted average risk-free interest rate of 2.8%; dividend yield of 0%; volatility factor of the expected market price of the Company’s common stock of 107%; and a weighted average life of the options of 7.0 years. Expected volatility is based on the historical volatility of the Company’s stock. The Company also uses historical data to estimate the expected term of options granted and employee termination rates. The risk-free rate for periods within the estimated life of the options is based on the U.S. Treasury yield curve in effect at the time of grant. As of June 30, 2012, there was approximately $13,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements. That non-cash cost is expected to be recognized over a weighted-average period of less than one year. Stock options and warrants issued as compensation for services to be provided to the Company by non-employees are accounted for based upon the fair value of the services provided or the estimated fair value of the option or warrant, whichever can be more clearly determined. The Company recognizes this expense over the period in which the services are provided. This expense is a non-cash charge and has no impact on the Company’s available cash or working capital. |
| Net (Loss) Income per Share |
Net Loss per Share For the three months and six months ended June 30, 2012 and 2011, the effect of potentially issuable shares of common stock was not included in the calculation of diluted loss per share given that the effect would be anti-dilutive. |
| Comprehensive Income (Loss) |
Comprehensive Income (Loss) In June 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-05, “Presentation of Comprehensive Income” (ASU 2011-05). ASU 2011-05 requires comprehensive income to be reported in either a single statement or in two consecutive statements reporting net income and other comprehensive income. ASU 2011-05 eliminated the option to report other comprehensive income and its components in the statement of changes in stockholder’s equity. As required, the Company retroactively adopted ASU 2011-05 effective January 1, 2012 and has elected to report comprehensive income for the three months and six months ended June 30, 2012 and 2011 (as applicable) in two consecutive statements reporting net income and other comprehensive income. The adoption of ASU 2011-05 did not have a material impact on the Company’s financial position or its results of operations. |
Basis of Presentation and Significant Accounting Principles (Tables)
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Basis of Presentation and Significant Accounting Principles (Tables)
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Jun. 30, 2012
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| Basis of Presentation and Significant Accounting Principles [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of stock option activity |
A summary of option activity for the six months ended June 30, 2012 is as follows:
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| Summary of stock warrant activity |
A summary of warrant activity for the six months ended June 30, 2012 is as follows:
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Basis of Presentation and Significant Accounting Principles (Details)
Basis of Presentation and Significant Accounting Principles (Details 1)
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Basis of Presentation and Significant Accounting Principles (Details 1) (Warrant [Member], USD $)
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6 Months Ended |
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Jun. 30, 2012
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Warrant [Member]
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| Summary of stock warrant activity | |
| Shares, Balance, December 31, 2011 | 25,818,319 |
| Shares, Granted | 4,000,000 |
| Shares, Exercised | |
| Shares, Expired | (7,078,560) |
| Shares, Balance, June 30, 2012 | 22,739,759 |
| Weighted Average Per Share Exercise Price, Balance, December 31, 2011 | $ 0.70 |
| Weighted Average Per Share Exercise Price, Granted | $ 0.06 |
| Weighted Average Per Share Exercise Price, Exercised | |
| Weighted Average Per Share Exercise Price, Expired | $ 0.82 |
| Weighted Average Per Share Exercise Price, Balance, June 30, 2012 | $ 0.55 |
Basis of Presentation and Significant Accounting Principles (Details Textual)
Transaction with Samyang (Details)
Subsequent Event (Details Textual)
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Subsequent Event (Details Textual) (USD $)
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6 Months Ended |
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Jun. 30, 2012
Patients
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| Subsequent Event (Textual) [Abstract] | |
| Acquisition date by company | Aug. 10, 2012 |
| Common stock issuance | 58,417,895 |
| Percentage of common stock outstanding | 41.00% |
| Company stock options and warrants outstanding | 18,300,000 |
| External grant | $ 5,000,000 |
| Maximum number of shares to be purchase under agreement | 5,166,668 |
| Exercise price of common stock | $ 0.06 |
| Period of option to purchase | 3 years |
| Semi monthly payments as per amended agreement | 16,000 |
| Approximate payments as per amended agreement over seven months | 223,000 |
| Semi monthly payments as per amended agreement over Eighth month | 6,000 |
| Approximate payments as per amended agreement over Eighth month through Twenty fourth month | $ 207,000 |
| Number of Patients | 120 |