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Document and Entity Information (USD $)
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9 Months Ended | ||
|---|---|---|---|
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Sep. 30, 2011
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Oct. 31, 2011
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Jun. 30, 2010
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| Document and Entity Information [Abstract] | |||
| Entity Registrant Name | MELA SCIENCES, INC. /NY | ||
| Entity Central Index Key | 0001051514 | ||
| Document Type | 10-Q | ||
| Document Period End Date | Sep. 30, 2011 | ||
| Amendment Flag | false | ||
| Document Fiscal Year Focus | 2011 | ||
| Document Fiscal Period Focus | Q3 | ||
| Current Fiscal Year End Date | --12-31 | ||
| Entity Well-known Seasoned Issuer | No | ||
| Entity Voluntary Filers | No | ||
| Entity Current Reporting Status | Yes | ||
| Entity Filer Category | Accelerated Filer | ||
| Entity Public Float | $ 163,015,258 | ||
| Entity Common Stock, Shares Outstanding | 25,262,538 |
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- Definition
If the value is true, then the document as 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, N-1A, etc). The document type is limited to the same value as the supporting SEC submission type, minus any "/A" suffix. The acceptable values are as follows: S-1, S-3, S-4, S-11, F-1, F-3, F-4, F-9, F-10, 6-K, 8-K, 10, 10-K, 10-Q, 20-F, 40-F, N-1A, 485BPOS, 497, NCSR, N-CSR, N-CSRS, N-Q, 10-KT, 10-QT, 20-FT, POS AM and 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 outstanding of each of registrant's classes of common stock, as of latest practicable date. Where multiple classes exist define each class by adding class of stock items such as Common Class A [Member], Common Class B [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, or (4) Smaller Reporting Company. 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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| X | ||||||||||
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- Definition
Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to 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. 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). 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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| X | ||||||||||
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- Definition
Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits are not generally reported as cash and cash equivalents. Includes cash and cash equivalents associated with the entity's continuing operations. Excludes cash and cash equivalents associated with the 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
Net amount of long-term 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
For a classified balance sheet, the cumulative difference between the rental income or payments required by a lease agreement and the rental income or expense recognized on a straight-line basis, or other systematic and rational basis more representative of the time pattern in which use or benefit is granted or derived from the leased property, expected to be recognized in income or expense, by the lessor or lessee, respectively, more than one year after the balance sheet date. 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
Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total of all Liabilities and Stockholders' Equity items (or Partners' Capital, as applicable), including the portion of equity attributable to noncontrolling interests, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Total obligations incurred as part of normal operations that is expected to be repaid beyond the following twelve months or one business cycle. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Aggregate carrying amount, as of the balance sheet date, of noncurrent assets not separately disclosed in the balance sheet. Noncurrent assets are expected to be realized or consumed after one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Aggregate carrying amount, as of the balance sheet date, of obligations incurred and payable, pertaining to 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 in the balance sheet. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
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
The total of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer, and the aggregate carrying amount of current assets, as of the balance sheet date, not separately presented elsewhere in the balance sheet. Current assets are expected to be realized or consumed within one year (or the normal operating cycle, if longer). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Tangible assets that are held by an entity for use in the production or supply of goods and services, for rental to others, or for administrative purposes and that are expected to provide economic benefit for more than one year; net of accumulated depreciation. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. 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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- Details
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Condensed Balance Sheets (Parenthetical) (USD $)
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Sep. 30, 2011
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Dec. 31, 2010
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|---|---|---|
| Current Liabilities: | ||
| Accrued expenses due to related parties | $ 3,755 | |
| Stockholders' Equity | ||
| Preferred stock, par value | $ 0.10 | $ 0.10 |
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
| Preferred stock, shares issued | ||
| Preferred stock, shares outstanding | ||
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 45,000,000 | 45,000,000 |
| Common stock, shares issued | 25,262,538 | 25,262,538 |
| Common stock, shares outstanding | 25,262,538 | 25,262,538 |
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- Definition
Face amount or stated value of common stock per share; generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- 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
Total number of shares of common stock held by shareholders. May be all or portion of the number of common shares authorized. These shares represent the ownership interest of the common shareholders. Shares outstanding equals shares issued minus shares held in treasury and other adjustments, if any. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of payable due to an entity that is affiliated with the reporting entity by means of direct or indirect ownership. 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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- Details
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- Definition
Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- 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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- Details
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Condensed Statements of Operations (Unaudited) (USD $)
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3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2011
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Sep. 30, 2010
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Sep. 30, 2011
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Sep. 30, 2010
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| Operating expenses: | ||||
| Research and development | $ 2,437,811 | $ 2,936,671 | $ 7,634,493 | $ 8,276,430 |
| General and administrative | 3,689,991 | 2,033,172 | 8,291,170 | 6,352,492 |
| Operating loss | (6,127,802) | (4,969,843) | (15,925,663) | (14,628,922) |
| Interest income | 10,729 | 9,741 | 45,194 | 13,702 |
| Other income, net | 6,419 | 4,998 | 18,089 | 17,521 |
| Net loss | $ (6,110,654) | $ (4,955,104) | $ (15,862,380) | $ (14,597,699) |
| Basic and diluted net loss per common share | $ (0.24) | $ (0.20) | $ (0.63) | $ (0.62) |
| Basic and diluted weighted average number of common shares outstanding | 25,262,538 | 25,110,970 | 25,262,538 | 23,636,446 |
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- Definition
Basic and diluted weighted average number of common shares outstanding No definition available.
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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
The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Income derived from investments in debt securities and on cash and cash equivalents the earnings of which reflect the time value of money or transactions in which the payments are for the use or forbearance of money. 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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- Details
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- Definition
The net result for the period of deducting operating expenses from operating revenues. No definition available.
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- Definition
The net amount of other income and expense 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 (expense) recognized for the period. Such amounts may include: (a) dividends, (b) interest on securities, (c) net gains or losses on securities, (d) unusual costs, (e) gains or losses on foreign exchange transactions, and (f) miscellaneous other income and expense items. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Condensed Statements of Cash Flows (Unaudited) (USD $)
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9 Months Ended | ||||
|---|---|---|---|---|---|
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Sep. 30, 2011
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Sep. 30, 2010
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||||
| Cash flows from operating activities: | |||||
| Net loss | $ (15,862,380) | $ (14,597,699) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||
| Depreciation and amortization | 415,592 | 396,878 | |||
| Noncash compensation | 2,911,260 | 562,799 | |||
| Gain on disposal of fixed assets | (27) | ||||
| Changes in operating assets and liabilities: | |||||
| (Increase) decrease in prepaid expenses and other current assets | (336,036) | 271,806 | |||
| Decrease in accounts payable and accrued expenses | (366,642) | (1,799) | |||
| Increase in other assets | (248,793) | (289,705) | |||
| Increase in deferred rent | 25,434 | 78,228 | |||
| Decrease in other current liabilities | (1,288) | (3,559) | |||
| Net cash used in operating activities | (13,462,853) | (13,583,078) | |||
| Cash flows from investing activities: | |||||
| Purchases of property and equipment | (58,680) | (1,052,835) | |||
| Proceeds from sale of fixed assets | 1,500 | ||||
| Net cash used in investing activities | (58,680) | (1,051,335) | |||
| Cash flows from financing activities: | |||||
| Proceeds from exercise of stock options | 26,070 | ||||
| Proceeds from exercise of stock warrants | 1,691,633 | ||||
| Proceeds from public offering | 16,500,000 | ||||
| Expenses related to public offering | (1,244,329) | ||||
| Proceeds from Committed Equity Financing Facility | 3,750,000 | ||||
| Expenses related to Committed Equity Financing Facility | (6,717) | ||||
| Net cash provided by financing activities | 20,716,657 | ||||
| Net (decrease) increase in cash and cash equivalents | (13,521,533) | 6,082,244 | |||
| Cash and cash equivalents at beginning of period | 30,520,812 | [1] | 29,673,420 | ||
| Cash and cash equivalents at end of period | 16,999,279 | 35,755,664 | |||
| Supplemental Schedule of Non-cash Investing and Financing Activities | |||||
| Deferred financing costs charged to additional paid-in capital | $ 23,179 | ||||
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| X | ||||||||||
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- Definition
Deferred financing costs charged to additional paid-in capital No definition available.
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| X | ||||||||||
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- Definition
Proceeds from Committed Equity Financing Facility No definition available.
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| X | ||||||||||
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- Definition
Proceeds from exercise of stock warrants No definition available.
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- Definition
Includes currency on hand as well as demand deposits with banks or financial institutions. It also includes other kinds of accounts that have the general characteristics of demand deposits in that the Entity may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty. Cash equivalents, excluding items classified as marketable securities, include short-term, highly liquid investments that are both readily convertible to known amounts of cash, and so near their maturity that they present minimal risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three years ago does not become a cash equivalent when its remaining maturity is three months. Compensating balance arrangements that do not legally restrict the withdrawal or usage of cash amounts may be reported as Cash and Cash Equivalents, while legally restricted deposits held as compensating balances against borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits are not generally reported as cash and cash equivalents. Includes cash and cash equivalents associated with the entity's continuing operations. Excludes cash and cash equivalents associated with the disposal group (and discontinued operation). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The increase (decrease) during the reporting period in cash and cash equivalents. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The gains (losses) included in earnings resulting from the sale or disposal of tangible assets. This item does not include any gain (loss) recognized on the sale of oil and gas property or timber property. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Definition
Change during the period in carrying value for all deferred liabilities due within one year or operating cycle. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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| X | ||||||||||
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- Details
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| X | ||||||||||
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- 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 increase (decrease) during the reporting period in other liabilities used in operating activities not separately disclosed in the statement of cash flows. May include changes in other current liabilities, other noncurrent liabilities, or a combination of other current and noncurrent liabilities. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The increase (decrease) during the reporting period in the value of prepaid expenses and other assets not separately disclosed in the statement of cash flows, for example, deferred expenses, intangible assets,or income taxes. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash inflow or outflow from financing activity for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash inflow or outflow from investing activity. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow for loan and debt issuance costs. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash outflow for cost incurred directly with the issuance of an equity security. 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 associated with the amount received from entity's first offering of stock to the public. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The cash inflow from the sale of property, plant and equipment (capital expenditures), software, and other intangible assets. 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
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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Organization and Basis Of Presentation
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Sep. 30, 2011
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| Organization and Basis of Presentation [Abstract] | ||||||||||||
| ORGANIZATION AND BASIS OF PRESENTATION |
1. ORGANIZATION AND BASIS OF PRESENTATION
MELA Sciences, Inc., a Delaware corporation (the “Company”), is a medical device company focused on
the design, development and commercialization of a non-invasive, point-of-care (in the doctor’s
office) instrument to aid in the detection of early melanoma. The Company’s flagship product,
MelaFind®, features a hand-held imaging device that emits light of multiple
wavelengths to capture images of suspicious pigmented skin lesions and extract data. The data are
then analyzed utilizing image processing classification algorithms, ‘trained’ on our proprietary
database of melanomas and benign lesions, to provide information to assist in the management of the
patient’s disease, including information useful in the decision of whether to biopsy the lesion.
The components of the MelaFind® system include:
On November 1, 2011, the Company received written approval from the U.S. Food and Drug
Administration (“FDA”) of the Company’s
MelaFind® Pre-Market Approval (“PMA”) application.
The MelaFind® PMA was submitted to the FDA in June 2009, and had been granted
expedited review by the FDA. A pivotal trial conducted to establish the safety and effectiveness of
MelaFind® was performed under the auspices of a binding Protocol Agreement; all
study end points were met. The results
of the pivotal study were published in the Archives of Dermatology in October 2010 (on-line) and February
2011 (print). The PMA application for MelaFind® was reviewed by the FDA’s General and Plastic
Surgery Devices Panel (“Panel”) in November of 2010. The Panel voted favorably on all three questions
posed by the FDA.
In February 2011, the Company submitted a PMA amendment containing a revised ‘indications for use’
statement limiting MelaFind® to use by dermatologists, based on discussions that
ensued during the Panel meeting. In May 2011, the Company filed a second PMA amendment containing a
training program for clinicians, an outline of which was presented at the Panel meeting. Also in May
2011, the Company submitted a Citizen’s Petition to the FDA requesting that the Commissioner of the FDA
enforce the binding Protocol Agreement, as well as FDA laws and regulations, in completing the review of
the MelaFind® PMA.
The Company received an Approvable Letter from the
FDA for the MelaFind®
PMA application on September 22, 2011. Subsequent to September 30,
2011, the Company received an Approval Letter from the FDA on November 1, 2011 approving the MelaFind® PMA application.
Based upon receipt of FDA approval of the MelaFind® PMA application, the Company withdrew its Citizen’s Petition filed with the FDA in May 2011.
With FDA approval received, the Company plans to launch MelaFind® commercially in the United States
during the first quarter of 2012.
In August of 2011, the Company received the International Organization for Standardization (“ISO”)
13485 certification of the Company’s comprehensive management system for the design
and manufacture of medical devices. On September 6, 2011, the Company received Conformite Europeenne (“CE”) Mark
approval for MelaFind®. With CE Mark approval, the Company has the ability to market
MelaFind® to dermatologists across the European Union and in certain other countries.
The Company plans to launch MelaFind® commercially in Germany during the first quarter of 2012.
To date the Company has not generated any revenues from
MelaFind®. The Company anticipates that it will continue to incur net losses
for the foreseeable future in the development and commercialization of the
MelaFind® device. From inception, the Company financed operations primarily
through the sale of convertible preferred stock and subsequently sold common stock as part of an
initial public offering in October 2005, two private placements (in November 2006 and August 2007),
two registered direct offerings (in August 2008 and July 2009), and pursuant to a Committed Equity
Financing Facility (“CEFF”) with Kingsbridge Capital Limited in the second half of 2009 and first
quarter of 2010. In addition, the Company received net proceeds of approximately $15.2 million
through the sale of common stock pursuant to a public offering which closed July 6, 2010.
The Company faces certain risks and uncertainties which are present in many emerging medical device
companies regarding future profitability, ability to obtain future capital, protection of patents
and intellectual property rights, competition, rapid technological change, government regulations,
changing health care marketplace, recruiting and retaining key personnel, and reliance on third
party manufacturing organizations.
As of September 30, 2011, the Company’s total of cash and cash equivalents was approximately $17.0
million. Management believes that with FDA and CE Mark approval this cash balance will be sufficient to fund the Company’s controlled launches in the northeast U.S. and Germany and the
anticipated level of operations for at least the next twelve months. However, the Company will
require additional funds to achieve significant commercialization of
MelaFind®. There can be no assurances that the Company will be able to raise
additional financing in the future. Additional funds may not become available on acceptable terms,
and there can be no assurance that any additional funding that the Company does obtain will be
sufficient to meet the Company’s needs in the long term. In the event that the Company is unable
to raise additional funds, the Company has the ability and intent to reduce certain discretionary
expenditures.
The unaudited condensed financial statements included herein have been prepared from the books and
records of the Company pursuant to the rules and regulations of the Securities and Exchange
Commission (“SEC”) for reporting on Form 10-Q. The information and note disclosures normally
included in complete financial statements prepared in accordance with generally accepted accounting
principles in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and
regulations. The interim financial statements should be read in conjunction with the audited
financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2010.
The Company’s management is responsible for the financial statements included in this document. The
Company’s interim financial statements are unaudited. Interim results may not be indicative of the
results that may be expected for the year. However, the Company believes all adjustments considered
necessary for a fair presentation of these interim financial statements have been included and are
of a normal and recurring nature.
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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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Use of Estimates
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Sep. 30, 2011
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| Use of Estimates [Abstract] | |
| USE OF ESTIMATES |
2. USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States requires the use of estimates and assumptions by management that affect
reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. The most significant estimates relate to stock-based compensation arrangements
and accrued expenses. Actual results could differ from these estimates.
With the receipt of the PMA Approvable Letter from the FDA on
September 22, 2011, the Company deemed it probable that it would subsequently receive PMA approval from the FDA for the
MelaFind® PMA application. Accordingly, $1,889 in non-cash compensation expense was recorded as of September 30, 2011
representing options on which the performance vesting milestone is related to FDA approval. Those options remain as
unvested on all option tables in this report on Form 10-Q, as vesting
took place at the time approval was received.
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USE OF ESTIMATES No definition available.
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Recent Accounting Pronouncements
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9 Months Ended |
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Sep. 30, 2011
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| Recent Accounting Pronouncements [Abstract] | |
| RECENT ACCOUNTING PRONOUNCEMENTS |
3. RECENT ACCOUNTING PRONOUNCEMENTS
None
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- Definition
The entire disclosure for reporting accounting changes and error corrections. It includes the conveyance of information necessary for a user of the Company's financial information to understand all aspects and required disclosure information concerning all changes and error corrections reported in the Company's financial statements for the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Net Loss Per Common Share
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| NET LOSS PER COMMON SHARE |
4. NET LOSS PER COMMON SHARE
Basic net loss per common share excludes dilution for potentially dilutive securities and is
computed by dividing loss attributable to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted net loss per common share gives effect to
dilutive options, warrants and other potential common shares outstanding during the period. Diluted
net loss per common share is equal to the basic net loss per common share since all potentially
dilutive securities are anti-dilutive for each of the periods presented. Potential common stock
equivalents excluded consist of stock options and warrants which are summarized as follows:
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The entire disclosure for earnings per share. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Stock-based Compensation
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Sep. 30, 2011
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| Stock-based Compensation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STOCK-BASED COMPENSATION |
5. STOCK-BASED COMPENSATION
The Company has one stock-based compensation plan, the 2005 Stock Incentive Plan (“2005 Plan”),
under which the Board of Directors may currently grant incentives to employees, consultants,
directors, officers and collaborating scientists in the form of incentive stock options,
nonqualified stock options and restricted stock awards. The Company also has one other stock-based
compensation plan pursuant to which stock options are outstanding but from which no new grants may
be made.
Stock awards under the Company’s stock option plans have been granted at prices which are no less
than the market value of the stock on the date of the grant. Options granted under the 2005 Plan
are generally time-based or performance-based, and vesting varies accordingly. Options under this
plan expire in up to a maximum of ten years from the date of grant.
The non-cash compensation expense recognized in the Statement of Operations in the third quarter of 2011 and 2010 for stock options
amounted to $2,177 (of which $2,031 relates to performance milestones) and $197 (of which $12 relates to performance
milestones), respectively. With the receipt of the PMA Approvable Letter from the FDA on September 22, 2011, approval of
the PMA application by the FDA was deemed by the Company to be probable and $1,889 in non-cash compensation expense was
recorded in the third quarter of 2011 for options which related to the FDA approval milestone.
For the nine months ended September 2011 and 2010, non-cash compensation expense recognized in the Statement of Operations for stock
options amounted to $2,911 (of which $2,059 relates to performance milestones) and $563 (of which $23 relates to performance
milestones), respectively. With the receipt of the PMA Approvable Letter from the FDA on September 22, 2011, approval of the
PMA application by the FDA was deemed by the Company to be probable and $1,889 in non-cash compensation expense was
recorded for the nine months ended September 30, 2011 for options which related to the FDA approval milestone.
There was no cash received from options and warrants exercised under all share-based payment arrangements for the three
month periods ended September 30, 2011 and 2010, nor for the nine month period ended September 30, 2011. Cash received
from options and warrants exercised under all share-based payment arrangements for the nine months ended September 30,
2010 was $1,718.
The fair value of each option award granted is estimated on the date of grant using the
Black-Scholes option valuation model and assumptions as noted in the following table:
The expected life of the options is based upon the expected time to full-vesting and term of the
options. The expected volatility assumptions are determined based upon the historical volatility of
the Company’s daily
closing stock price. The risk-free interest rate is based on the continuous
rates provided by the U.S. Treasury with a term equal to the expected life of the option. The expected dividend yield is zero
as the Company has never paid dividends and does not currently anticipate paying any in the
foreseeable future.
At September 30, 2011, stock options to purchase 2,126,804 shares of common stock at exercise
prices ranging from $1.00 to $11.11 per share are outstanding and exercisable at various dates
through 2021.
During the three months and nine months ended September 30, 2011, the weighted average fair value
of options granted, estimated as of the grant date using the Black-Scholes option valuation model,
was $1.61 and $2.14, respectively. For the three month and nine month periods ended September 30,
2010, the weighted average fair value of options granted was $5.03 and $4.73, respectively. For
the three month and nine month periods ended September 30, 2011 and for the three months ended
September 30, 2010 no options were exercised. For the nine months ended September 30, 2010 the
total intrinsic value of options exercised was $18.
The status of the Company’s stock option plans at September 30, 2011 is summarized in the
following table:
As of September 30, 2011, of the total 2,126,804 options outstanding, 1,252,763 have not
vested. Of this total unvested amount, 914,438 options will vest upon the attainment of certain
milestones, and the balance will vest over the requisite service period. The weighted average
vesting period for the non-milestone, non-vested awards not yet recognized is 1.9 years
As of
September 30, 2011, of the $1,046 total unrecognized non-cash compensation cost related to unvested
options, $661 is to be recognized over a period to be determined by performance-based milestones,
and $385 is to be recognized over the requisite service period through 2015.
As of September 30, 2011, there were 1,629,264 shares available for future grants under the
Company’s 2005 Plan.
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The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Commitments, Contingencies And Litigation
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9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2011
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| Commitments, Contingencies and Litigation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||
| COMMITMENTS, CONTINGENCIES AND LITIGATION |
6. COMMITMENTS, CONTINGENCIES AND LITIGATION
The Company is obligated under a non-cancelable operating lease for office, lab, and assembly space
expiring December 2016. The lease is subject to escalations for increases in operating expenses.
The approximate aggregate minimum future payments due under this lease at September 30, 2011 are as
follows:
Rental payments are recognized as rent expense on a straight-line basis over the term of the
lease.
ASKION
GmbH (“ASKION”), located in Gera, Germany, which specializes in precision optics, is an
integral member of the MelaFind® development team and the Company expects to
continue to work with ASKION for the foreseeable future. ASKION produced the
MelaFind® hand-held imaging devices used in our pivotal clinical trials and
is currently building additional units and performing other developmental activities under
production and R&D contracts.
The Company, primarily through ASKION, engages Carl Zeiss Jena GmbH (“Zeiss”) to build the lenses
and assemblies, as well as provide certain technical consulting, for the
MelaFind® units used in the Company’s pivotal clinical trials and additional
units being manufactured. This work is expected to continue for MelaFind®
units through 2012.
In April, 2011, the Company entered into a “Last Time Buy” supply agreement with Arrow Electronics,
Inc. (“Arrow”), a distributor for ON Semiconductors (“ON”), pursuant to which the Company agreed to
purchase complementary metal-oxide-semiconductor (“CMOS”) sensors. The CMOS sensor is a critical
part of the Company’s MelaFind® system. The Company believes that these CMOS
sensors will be sufficient to meet the Company’s needs until an alternative is found.
The Company has an employment agreement with its President and Chief Executive Officer, Dr.
Gulfo, which provides for an annual base salary, stock options and discretionary performance
bonuses. The agreement, which provides for automatic one-year renewal terms, currently runs
through the end of 2011.
On November 19, 2010, a purported securities class action complaint was filed in the U.S.
District Court for the Southern District of New York, naming as defendants the Company and certain
of its officers and directors, entitled Randall J. Pederson, Individually and on Behalf of All
Others Similarly Situated v. MELA Sciences, Inc., Joseph V. Gulfo, Richard I. Steinhart, and Breaux
Castleman, No. 7:10-cv-08774-JFM. Two similar complaints were also filed, one on December 2, 2010
and the other on January 20, 2011, in the same District Court, entitled Amy Steigman, Individually
and on Behalf of All Others Similarly Situated v. MELA Sciences, Inc., Joseph V. Gulfo, Richard I.
Steinhart, and Breaux Castleman, No. 7:10-cv-09024-JFM; and Martin Slove and Linda Slove,
Individually and on Behalf of All Others Similarly Situated v. MELA Sciences, Inc., Joseph V.
Gulfo, Richard I. Steinhart, and Breaux Castleman, No. 1:11-cv-00429-JFM. These three securities
class actions were consolidated into one action on February 15, 2011, entitled In re MELA Sciences,
Inc. Securities Litigation, No. 10-Civ-8774-JFM (“securities class action”). The securities class
action plaintiffs assert violations of the Securities Exchange Act of 1934, alleging, among other
things, that defendants made misstatements and omissions regarding the Company’s product,
MelaFind®, and its prospects for FDA approval, on behalf of stockholders who purchased
the Company’s common stock during the period from February 13, 2009 through November 16, 2010, and
seek unspecified damages. On May 2, 2011, the securities class action plaintiffs filed their
amended consolidated complaint, alleging similar claims to their prior complaints. On July 29,
2011, defendents filed a motion to dismiss the consolidated amended complaint in its entirety.
Plaintiff’s opposition to the motion to dismiss was filed on September 23, 2011.
In light of the Company’s receipt of the Approvable Letter from the FDA for the
MelaFind®
PMA Application on September 22, 2011, the parties filed a stipulation on
October 19, 2011 in which Plaintiff stated its intention to file a motion seeking leave to
amend its complaint. Defendants withdrew the outstanding motion to dismiss the current
Amended Complaint without prejudice to renew it at a later date.
The Company believes that it has meritorious defenses and intends to vigorously defend against the
securities class action; however, as with any litigation, we cannot predict with certainty the
eventual outcome of this litigation. An adverse outcome could have a material adverse effect on our
business and our business could be materially harmed.
From time to time, we may be a party to certain legal proceedings, incidental to the normal course
of our business. These may include controversies relating to contract claims and employment related
matters, some of which claims may be material, in which case, we will make separate disclosure as
required.
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- Definition
The entire disclosure for commitments and contingencies. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Stockholders' Equity
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9 Months Ended |
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Sep. 30, 2011
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| Stockholders' Equity/Comprehensive Loss [Abstract] | |
| STOCKHOLDERS' EQUITY |
7. STOCKHOLDERS’ EQUITY
On October 31, 2006, the Company entered into securities purchase agreements and a registration
rights agreement with certain accredited investors for the private placement of 2,312,384 shares of
the Company’s common stock and warrants to purchase up to 346,857 shares of the Company’s common
stock for aggregate gross proceeds of approximately $13.2 million and net proceeds of approximately
$12.5 million. Pursuant to the securities purchase agreements, for a purchase price of $5.70 each
investor received one share of the Company’s common stock and a warrant to purchase 0.15 of a share
of the Company’s common stock. The warrants are five-year warrants with an exercise price of $6.70
per share. In accordance with the terms of this warrant, on January 5, 2010 the Company required
the holders to exercise their warrants within 30 days. As a result, warrants to purchase 173,963
shares of the Company’s common stock, representing all of the outstanding 2006 warrants, were
exercised resulting in gross proceeds to the Company of $1.165 million.
On July 31, 2007, the Company entered into a securities purchase agreement and a registration
rights agreement with certain accredited investors for the private placement of 2,000,178 shares of
the Company’s common stock and warrants to purchase up to 500,041 shares of the Company’s common
stock for aggregate gross proceeds of approximately $11.5 million and net proceeds of approximately
$10.7 million. The private placement closed August 3, 2007. Pursuant to the securities purchase
agreement, for a purchase price of $5.75 each investor received one share of the Company’s common
stock and a warrant to purchase 0.25 of a share of common stock. The warrants are five-year
warrants with an exercise price of $8.00 per share.
Pursuant to the terms of the registration rights agreements, the Company filed resale registration
statements covering the shares in both private placements, including the shares issuable upon
exercise of the warrants, with the SEC. In the event that the Company fails to maintain the
effectiveness of these registration statements for the periods described in the registration rights
agreements, the holders would be entitled to certain monetary damages.
However, the Company is not obligated to make payments in excess of 10% of the aggregate purchase
price of the common shares. The Company has concluded that it is unlikely that the Company would be
required to remit any payments to its investors for failing to maintain its effectiveness. The
Company’s resale registration statements on Form S-3 were declared effective by the SEC on February
12, 2007 and September 11, 2007, respectively.
In June 2008, the Company filed a Form S-3 shelf registration statement for an indeterminate number
of shares of common stock, warrants to purchase shares of common stock and units consisting of a
combination thereof having an aggregate initial offering price not to exceed $40 million.
Management utilized this shelf registration statement in August 2008 by completing a registered
direct offering of 2,088,451 shares of the Company’s common stock for aggregate gross proceeds of
$11.9 million ($11 million approximate net proceeds to the Company). In addition, in July 2009,
management completed a registered direct offering of 2,400,000 shares of the Company’s common stock
for aggregate gross proceeds of $15 million ($13.75 million approximate net proceeds to the
Company). The shelf registration statement expired on July 7, 2011.
In May 2009, the Company entered into a committed equity financing facility (“CEFF”) with
Kingsbridge Capital Limited, pursuant to which Kingsbridge committed to purchase from time to time
at the Company’s sole discretion, up to the lesser of $45 million or 3,327,000 shares of the Company’s common stock,
prior to May 7, 2012 subject to various conditions for individual sales, including dollar, timing,
and trading volume limitations, a minimum market per share price, and other contractual and
regulatory requirements.
There is no assurance that the Company will satisfy all the various conditions for individual sales
enabling it to use all of the CEFF. In connection with this CEFF, the Company issued a 5 year
warrant, exercisable as of November 7, 2009, to Kingsbridge to purchase up to 200,000 shares of the
Company’s common stock at an exercise price of $11.35 per share with a Black Scholes Fair Value of
$678. The issuance of this warrant was deemed to be a cost of the offering.
The Company did not sell any stock to Kingsbridge Capital Limited under the CEFF in the nine months
ended September 30, 2011. Under the CEFF, during the nine month period ending September 30, 2010,
the Company sold 406,744 shares of common stock to Kingsbridge Capital Limited, at an average per
share price of approximately $9.22, for gross proceeds of approximately $3.75 million. A
proportionate share of the CEFF originating expenses was allocated to these sales from deferred
offering costs. Net of expenses, proceeds from the 2010 sales were approximately $3.727 million.
As of September 30, 2011, 1,095,315 shares of common stock remain available for sale under the
CEFF, exclusive of the 200,000 outstanding warrants held by Kingsbridge. Legal, accounting, and
other costs associated with this agreement approximating $62 have been deferred and will be charged
to equity as a reduction of future proceeds from the CEFF or operations should management decide to
abandon the CEFF.
In May 2010, the Company filed a Form S-3 shelf registration statement for an indeterminate number
of shares of common stock, warrants to purchase shares of common stock and units consisting of a
combination thereof having an aggregate initial offering price not to exceed $75 million. The
registration statement was declared effective by the SEC on
June 1, 2010. On June 30, 2010,
the Company entered into an underwriting agreement, relating to the public offering of 2,200,000
shares of the Company’s common stock, at a price to the public of $7.50 per share less underwriting
discounts and commissions. The common stock was offered and sold pursuant to the Company’s
Prospectus dated June 1, 2010 and the Company’s Prospectus Supplement filed with the SEC on
June 30, 2010, in connection with a takedown from the Company’s effective shelf registration
statement that closed on July 6, 2010. The gross proceeds to the Company from the sale of the
common stock totaled $16.5 million. After deducting the underwriters’ discounts and commissions
and other offering expenses, net proceeds were approximately $15.2 million. Approximately $58.5
million remains available under the Company’s 2010 shelf registration statement as of September 30,
2011.
As of September 30, 2011, the Company had 45,000,000 shares of $0.001 par value common stock
authorized and 25,262,538 shares issued and outstanding; and 10,000,000 shares of $0.10 par value
preferred stock authorized with no preferred shares issued and outstanding.
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- Definition
The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Warrants
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Sep. 30, 2011
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| WARRANTS |
8. WARRANTS
The status
of the Company’s warrants at September 30, 2011 is summarized as follows:
As previously discussed in connection with the Company’s private placement in August 2007 the
Company issued warrants to purchase up to 500,041 shares of the Company’s common stock. At
September 30, 2011, there were 346,781 of the 2007 warrants outstanding. The 2007 outstanding warrants are
exercisable for five years at a price of $8.00 per share.
In addition, in connection with the May 7, 2009 CEFF with Kingsbridge Capital, the Company issued a
5 year warrant to Kingsbridge to purchase up to 200,000 shares of the Company’s common stock at an
exercise price of $11.35 per share. This 200,000 share warrant is outstanding at September 30,
2011.
No warrants were exercised during the three and nine month periods ended September 30, 2011 and the
three month period ended September 30, 2010. During the nine months ended September 30, 2010,
warrants for the purchase of 263,549 shares of the Company’s common stock were exercised for total
proceeds of approximately $1.7 million.
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WARRANTS No definition available.
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Related Party Consulting Agreements
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9 Months Ended |
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Sep. 30, 2011
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| Related Party Consulting Agreements [Abstract] | |
| RELATED PARTY CONSULTING AGREEMENTS |
9. RELATED PARTY CONSULTING AGREEMENTS
The Company has in place the following consulting agreements with related parties:
Consulting Agreement with Breaux Castleman
In June 2003, the Company entered into a consulting agreement with Breaux Castleman, the Chairman
of the Company’s Board of Directors, for consulting services related to the FDA approval of
MelaFind®, and the Company’s business and financial strategy. Under this
agreement, Mr. Castleman receives compensation for each month of services rendered. The Company
incurred and paid, pursuant to this consulting agreement, $6 in each of the three month periods
ended September 30, 2011 and 2010 and $18 in each of the nine month periods ended September 30,
2011 and 2010. This consulting agreement is terminable by either party by providing thirty days’
prior written notice.
Consulting Agreement with Gerald Wagner, Ph.D
In January 2007, Dr. Wagner, Ph.D., a member of the Company’s Board of Directors, transitioned out
of his role as the Company’s acting Chief Operating Officer and entered into an amended and
restated consulting contract with the Company. Under the terms of the amended contract, Dr. Wagner
is paid a monthly retainer of $2.5 and will be paid $2.5 for each additional consulting day. This
amended agreement will end at the option of Dr. Wagner or the Company at any time, by providing
fifteen days’ prior written notice, or immediately upon the mutual agreement of the Company and Dr.
Wagner. The Company incurred consulting costs pursuant to this agreement of $7.5 in each of the
three month periods ended September 30, 2011 and 2010 and $22.5 in each of the nine month periods
ended September 30, 2011 and 2010.
Consulting Agreement with Anne Egger
In March 2009, the Company entered into a consulting agreement with Anne Egger for certain
consulting services primarily focusing on physician advocacy. The agreement was for an initial
term of three months, and has subsequently been extended to run through September 2012, and may be
terminated by either party with 30 days notice. Under the terms of the agreement, Ms. Egger is
entitled to receive a consulting fee of $1.6 per day. Ms. Egger was appointed to the Company’s
Board of Directors as of June 10, 2009. The Company incurred consulting costs pursuant to this
agreement of $2 and $10 in the three month periods ended September 30, 2011 and September 30, 2010,
respectively. The Company incurred consulting costs pursuant to this agreement of $8 and $45 in the
nine month periods ended September 30, 2011 and September 30, 2010, respectively
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The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. 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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Other Income
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9 Months Ended |
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Sep. 30, 2011
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| Other Income [Abstract] | |
| OTHER INCOME |
10. OTHER INCOME
During April 2005, the Company discontinued all operations associated with its
DIFOTI® product in order to focus its resources and attention on the
development and commercialization of MelaFind®. During December 2006, the
Company entered into a sale and exclusive licensing agreement with
KaVo Dental GmbH (“KaVo”), a leading dental equipment manufacturer, which provides for KaVo to further develop
and commercialize DIFOTI®. Since July 2008, KaVo has been required to pay to
the Company a royalty stream based upon the worldwide aggregate net sales of the licensed product,
as defined in the license agreement, or a set minimum. For the three and nine months ended
September 30, 2011, the Company earned royalty income of $5 and $15, respectively. For the three
and nine months ended September 30, 2010, the Company was paid royalty income of $5 and $15,
respectively.
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The entire disclosure for other income or other expense items (both operating and nonoperating). Sources of nonoperating income or nonoperating expense that may be disclosed, include amounts earned from dividends, interest on securities, profits (losses) on securities, net and miscellaneous other income or income deductions. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Comprehensive Loss
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9 Months Ended |
|---|---|
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Sep. 30, 2011
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| Stockholders' Equity/Comprehensive Loss [Abstract] | |
| COMPREHENSIVE LOSS |
11. COMPREHENSIVE LOSS
For the three and nine month periods ended September 30, 2011 and 2010 respectively, the Company’s
comprehensive loss equaled its net loss.
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The entire disclosure for comprehensive income. Includes, but is not limited to, the following: 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income. Components of comprehensive income include: (1) foreign currency translation adjustments; (2) gains (losses) on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (3) gains (losses) on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (4) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (5) unrealized holding gains (losses) on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (6) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (7) the net gain (loss) and net prior service cost or credit for pension plans and other postretirement benefit plans. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Subsequent Events
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9 Months Ended |
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Sep. 30, 2011
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| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS |
12. SUBSEQUENT EVENTS
On
November 1, 2011, the Company received written approval from the U.S. Food and Drug
Administration of the Company’s MelaFind® Pre-Market Approval
application.
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- Definition
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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