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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2015	Nov. 16, 2015
Document And Entity Information
Entity Registrant Name	TAPIMMUNE INC
Entity Central Index Key	0001094038
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		64,618,762
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2015

Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current Assets
Cash	$ 6,087,016	$ 141,944
Prepaid expenses and deposits	138,286	82,504
Total Current Assets	6,225,302	224,448
Current Liabilities
Accounts payable and accrued liabilities	874,628	693,362
Research agreement obligations	492,365	492,365
Derivative liability – warrants	7,426,684	9,415
Promissory notes	52,942	52,942
Total Current Liabilities	8,846,619	1,248,084
Stockholders’ Deficit
Convertible preferred stock, $0.001 par value — 10,000,000 shares authorized:
Common stock, $0.001 par value, 500,000,000 shares authorized 62,890,763 shares issued and outstanding (2014 – 20,318,815)	62,891	20,319
Additional paid-in capital	100,568,900	85,265,776
Accumulated deficit	(103,253,108)	(86,309,731)
Total Stockholders’ Deficit	(2,621,317)	(1,023,636)
Total LIABILITIES AND STOCKHOLDERS’ DEFICIT	6,225,302	224,448
Series A Preferred Stock [Member]
Stockholders’ Deficit
Convertible preferred stock, $0.001 par value — 10,000,000 shares authorized:
Series B Preferred Stock [Member]
Stockholders’ Deficit
Convertible preferred stock, $0.001 par value — 10,000,000 shares authorized:

Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	500,000,000	500,000,000
Common stock shares issued	62,890,763	20,318,815
Common stock shares outstanding	62,890,763	20,318,815
Convertible preferred stock	$ 10,000,000	$ 10,000,000
Preferred stock par value	$ 0.001
Series A Preferred Stock [Member]
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares designated	1,250,000	1,250,000
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Series B Preferred Stock [Member]
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares designated	1,500,000	1,500,000
Preferred stock issued	0	0
Preferred stock outstanding	0	0

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
Statements of Operations (Unaudited) - USD ($)	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Operating expenses:
General and administrative	$ 968,759	$ 1,351,209	$ 2,324,432	$ 2,899,181
Research and development	769,219	32,500	1,579,754	77,500
Total Operating expense	1,737,978	1,383,709	3,904,186	2,976,681
Loss from Operations	(1,737,978)	(1,383,709)	(3,904,186)	(2,976,681)
Other Income (Expense)
Foreign exchange gain			775
Accretion of interest on convertible debt				(492,296)
Changes in fair value of derivative liabilities	4,246,663	(74,062)	(4,759,269)	243,475
Interest and finance charges		(15,425)		(83,247)
Shares issued in settlement agreement	(24,697)		(24,697)
Loss on settlement of debt		(94,640)		(26,837,837)
Inducement expense			(8,256,000)
Net Income (Loss) for the Period	2,483,988	(1,567,836)	(16,943,377)	(30,146,586)
Other comprehensive income (loss)
Foreign exchange translation adjustment		2,972		2,765
TOTAL COMPREHENSIVE Income (LOSS)	$ 2,483,988	$ (1,564,864)	$ (16,943,377)	$ (30,143,821)
Basic Net Income (Loss) per Share	$ 0.05	$ (0.09)	$ (0.46)	$ (2.27)
Diluted Net Income (Loss) per Share	$ 0.03	$ (0.09)	$ (0.46)	$ (2.27)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC	48,585,003	17,310,708	36,651,565	13,292,886
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING DILUTED	80,944,993	17,310,708	36,651,565	13,292,886

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
Statements of Cash Flows (Unaudited) - USD ($)	Sep. 30, 2015	Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (16,943,377)	$ (30,146,586)
Adjustments to reconcile net loss to net cash from operating activities:
Changes in fair value of derivative liabilities	4,759,269	(243,475)
Inducement expense	8,256,000
Loss on settlement of debt		26,837,837
Loss on settlement agreement	24,697
Accretion of interest on convertible debt		492,296
Share-based compensation	261,805	1,265,625
Changes in operating assets and liabilities:
Prepaid expenses and deposits	(55,782)	(15,000)
Accounts payable and accrued liabilities	204,956	291,359
NET CASH USED IN OPERATING ACTIVITIES	(3,492,432)	(1,517,944)
CASH FLOWS FROM FINANCING ACTIVITIES
Private placement, net of finders’ fee	2,009,506	2,097,500
Proceeds from loans payable		500
Proceeds from exercise of warrants	7,427,998
Repayment of promissory notes		(15,000)
NET CASH PROVIDED BY FINANCING ACTIVITIES	9,437,504	2,083,000
INCREASE IN CASH	5,945,072	565,056
CASH, BEGINNING OF YEAR	141,944	48,589
CASH, END OF YEAR	6,087,016	613,645
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES
Accounts payable settled in common stock	22,000	683,000
Conversion of debt obligations into common stock:
Accrued interest		476,000
Convertible notes payable		3,797,000
Loans payable, related party		42,000
Promissory notes, related party		210,000
Due to related parties		369,000
Fair value derivative liability – conversion option at conversion		$ 708,000

Shareholders Equity - 9 months ended Sep. 30, 2015 - USD ($)	Common Stock	Additional Paid-In Capital	Retained Earnings / Accumulated Deficit	Total
Balance, Share at Dec. 31, 2014	20,318,816
Balance, Amount at Dec. 31, 2014				$ (1,023,636)
Accounts payable settled in shares	118,450
Accounts payable settled in Amount	$ 118	$ 21,795		21,913
Private placement (net of finders’ fee of $454,000) Share	12,363,447
Private placement (net of finders’ fee of $454,000) Amount	$ 12,362	$ 1,997,144		$ 2,009,506
Fair value of warrants recognized as derivative liabilities, Share		(2,090,000)		(2,090,000)
Exercise of warrants, Share	29,639,990
Exercise of warrants, Amount	$ 29,640	$ 7,398,358		$ 7,427,998
Inducement expense on incremental value associated with modified warrants		7,688,000		7,688,000
Shares issued in settlement agreement, Shares	49,950
Shares issued in settlement agreement, Amount	$ 50	26,424		26,474
Stock- based compensation, Share	400,110
Stock- based compensation, Amount	$ 402	261,404		261,806
Net loss			(16,943,377)	(16,943,377)
Balance, Share at Sep. 30, 2015	62,890,763
Balance, Amount at Sep. 30, 2015	$ 62,891	$ 100,568,901	$ (103,253,108)	$ (2,621,317)

Shareholders Equity (Parenthetical)	9 Months Ended
Shareholders Equity (Parenthetical)	Sep. 30, 2015 USD ($)
Statement of Stockholders' Equity [Abstract]
Net of finders' fee	$ 454,000

NATURE OF OPERATIONS

9 Months Ended

Sep. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

Note 1: Nature of Operations

TapImmune Inc. (the “Company”), a Nevada corporation incorporated in 1992, is a biotechnology Company focusing on immunotherapy specializing in the development of innovative peptide and gene-based immunotherapeutics and vaccines for the treatment of oncology and infectious disease. Unlike other vaccine technologies that narrowly address the initiation of an immune response, TapImmune's approach broadly stimulates the cellular immune system by enhancing the function of killer T-cells and T-helper cells and by restoring antigen presentation in tumor cells allowing their recognition and killing by the immune system.

BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

NOTE 2: Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of September 30, 2015, condensed consolidated statements of interim financials include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The results for the statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2015 or for any future interim period. The condensed balance sheet at December 31, 2014 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2014, and notes thereto included in the Company’s annual report on Form 10-K.

LIQUIDITY AND FINANCIAL CONDITION

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

LIQUIDITY AND FINANCIAL CONDITION

NOTE 3: LIQUIDITY AND FINANCIAL CONDITION

The Company’s activities since inception have consisted principally of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including, among other things, its ability to access potential markets; secure financing, develop a customer base; attract, retain and motivate qualified personnel; and develop strategic alliances. From inception, the Company has been funded by a combination of equity and debt financings.

The Company expects to continue to incur substantial losses over the next several years during its development phase. To fully execute its business plan, the Company will need to complete certain research and development activities and clinical studies. Further, the Company’s product candidates will require regulatory approval prior to commercialization. These activities may span many years and require substantial expenditures to complete and may ultimately be unsuccessful. Any delays in completing these activities could adversely impact the Company. The Company plans to meet its capital requirements primarily through issuances of debt and equity securities and, in the longer term, revenue from product sales.

As of September 30, 2015, the Company had cash and cash equivalents of approximately $6,087,000. Historically, the Company has net losses and negative cash flows from operations. The Company believes its current capital resources are not sufficient to support its operations. Management intends to continue its research efforts and to finance operations of the Company through debt and/or equity financings. Management plans to seek additional debt and/or equity financing through private or public offerings or through a business combination or strategic partnership. There can be no assurance that the Company will be successful in obtaining additional financing on favorable terms, or at all. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note 4: SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s annual report on Form 10-K, which was filed with the SEC on April 15, 2015.

Prior Period Reclassifications

The expense categories of the comparable prior period have been reclassified for comparability with the September 30, 2015 presentation. These reclassifications had no effect on previously reported net loss.

NET INCOME (LOSS) PER SHARE

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

NET INCOME (LOSS) PER SHARE

Note 5: net income (loss) per share

Basic income (loss) per common share is computed by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted income per common share is computed similar to basic income per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

The following table sets forth the computation of income (loss) per share:

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2015		2014			2015			2014

Net income (loss)	$	2,483,988	$	(1,567,836	)	$	(16,943,377	)	$	(30,146,586	)

Weighted average shares outstanding - basic		48,583,003		17,310,708			36,651,565			13,292,886
Common stock warrants		31,959,990		—			—			—
Common stock options		400,000		—			—			—
Weighted average shares outstanding - diluted		80,944,993		17,310,708			36,651,565			13,292,886

Net loss per share data: Basic	$	0.05	$	(0.09	)	$	(0.46	)	$	(2.27	)
Diluted	$	0.03	$	(0.09	)	$	(0.46	)	$	(2.27	)

Options, warrants, and convertible debt outstanding were all considered anti-dilutive for the nine months ended September 30, 2015 and 2014, due to net losses.

The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented:

	Nine Months Ended September 30
	2015		2014
Common stock options		465,000		65,000
Common stock warrants - equity treatment		47,032,000		185,000
Common stock warrants - liability treatment		12,514,000		49,000
Convertible notes		—		7,000
Potentially dilutive securities		60,011,000		306,000

DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY – CONVERSION OPTION

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY – CONVERSION OPTION

Note 6: DERIVATIVE LIABILITY - WARRANTs AND DERIVATIVE LIABILITY – CONVERSION OPTION

A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy for the nine months ended 2015 and 2014 is as follows:

Stock Purchase Warrants	Weighted Average Inputs for the Period
Date of valuation	For the Nine Months Ending September 30, 2015			For the Nine Months Ending September 30, 2014
Strike price	$	0.13		$	5.84
Volatility (annual)		158.00	%		156.00	%
Risk-free rate		1.63	%		1.07	%
Contractual term (years)		4.34			3.33
Dividend yield (per share)		0	%		0	%

The foregoing assumptions are reviewed quarterly and are subject to change based primarily on management’s assessment of the probability of the events described occurring. Accordingly, changes to these assessments could materially affect the valuations.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability – warrants:

	As of September 30, 2015
			Fair Value Measurements
	Fair Value		Level 1		Level 2		Level 3		Total
Derivative liability - warrants	$	7,427,000		—		—	$	7,427,000	$	7,427,000
Total	$	7,427,000		—		—	$	7,427,000	$	7,427,000

	As of December 31, 2014
			Fair Value Measurements
	Fair Value		Level 1		Level 2		Level 3		Total
Derivative liability - warrants	$	9,000		—		—	$	9,000	$	9,000
Total	$	9,000		—		—	$	9,000	$	9,000

There were no transfers between Level 1, 2 or 3 during the nine months ended September 30, 2015.

The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2015:

	Derivative liability – warrants
Balance – December 31, 2014	$	9,000
Additions during the period		2,659,000
Change in fair value of warrant liability		4,760,000
Balance – September 30, 2015	$	7,428,000

The valuation of warrants is subjective and is affected by changes in inputs to the valuation model including the price per share of common stock, the historical volatility of the stock price, risk-free rates based on U.S. Treasury security yields, the expected term of the warrants and dividend yield. Changes in these assumptions can materially affect the fair value estimate. The Company could ultimately incur amounts to settle the warrant at a cash settlement value that is significantly different than the carrying value of the liability on the financial statements. The Company will continue to classify the fair value of the warrants as a liability until the warrants are exercised, expire, or are amended in a way that would no longer require these warrants to be classified as a liability. Changes in the fair value of the common stock warrants liability are recognized as a component of other income (expense) in the Statements of Operations.

During 2014 the Company entered into numerous extinguishment agreements with various convertible note holders. As a result the derivative liability associated with the bifurcated conversion options were extinguished at the date of conversion and recorded in the loss on extinguishment in the Statement of Operations. The inputs utilized in the final mark to market were as follows:

Conversion Option	Weighted Average Inputs for the Period
Date of valuation	For the Quarter Ending September 30, 2015			For the Quarter Ending September 30, 2014
Strike price	$	—		$	1.03
Volatility (annual)		—	%		199.00	%
Risk-free rate		—	%		0.05	%
Contractual term (years)		—			0.24
Dividend yield (per share)		—	%		—	%
Fair value of Conversion Option at extinguishment	$	—		$	708,000

PROMISSORY NOTES, RELATED PARTY

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

PROMISSORY NOTE

Note 7: Promissory notes, related party

The Company has outstanding promissory notes in the amount of $52,942 (December 31, 2014 - $52,942), of which $23,000 of promissory notes relate to amounts owed to an officer and a director of the Company. The promissory notes bear no interest charges and have no fixed repayment terms.

CAPITAL STOCK

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

CAPITAL STOCK

Note 8: Capital Stock

2015 Share Transactions

Private placements

In January, 2015, the Company entered into a Securities Purchase Agreement with certain investors for the sale of 7,320,000 units at a purchase price of $0.20 per unit, for a total purchase price of approximately $1,250,000, net of finders’ fee and offering expenses of approximately $214,000. Each unit consisting of (i) one share of the Company’s Common Stock, (ii) one Series A warrant to purchase one share of common stock, (iii) one Series B warrant to purchase one share of common stock (iv) one Series C warrant to purchase one share of common stock, (v) one Series D warrant to purchase one share of common stock, and (vi) one Series E warrant to purchase one share of common stock (the Series A, B, C, D and E warrants are hereby collectively referred to as the “January 2015 Warrants”). Series A warrants are exercisable at $1.50 per share, with a five year term. Series B warrants are exercisable at $0.40 per share, with a six month term. Series C warrants are exercisable at $1.00 per share, with a five year term. Series D warrants are exercisable at $0.75 per share only if and to the extent that the Series B warrants are exercised, with a five year term from the date that the Series B warrants are exercised. Series E warrants are exercisable at $1.25 per share, only if and to the extent that the Series C warrants are exercised, with a five year term from the date that the Series C warrants are exercised.

Pursuant to a placement agent agreement, the Company agreed to issue warrants to purchase 366,000 common shares with substantially the same terms as the January 2015 Warrants.

The Series A warrants were issued with price reset features. The fair value of these warrants was determined to be $1,346,000 and recognized as a derivative liability.

The fair value of Series B, C, D & E warrants was determined to be $4,635,000 and was included within equity.

In March, 2015, the Company entered into a Securities Purchase Agreement with certain accredited investors for the sale of 5,000,000 units at a purchase price of $0.20 per unit, for a total purchase price of approximately $950,000, net of finders’ fee and offering expenses of approximately $50,000. Each unit consisting of (i) one share of the Company’s Common Stock, (ii) one Series A warrant to purchase one share of common stock, (iii) one Series B warrant to purchase one share of common stock (iv) one Series C warrant to purchase one share of common stock, (v) one Series D warrant to purchase one share of common stock, and (vi) one Series E warrant to purchase one share of common stock (the Series A, B, C, D and E warrants are hereby collectively referred to as the “March 2015 Warrants”). The March 2015 Warrants have substantially the same terms as the January 2015 Warrants.

Pursuant to a placement agent agreement, the Company agreed to issue warrants to purchase 125,000 common shares with substantially the same terms as the March 2015 Warrants.

The Series A warrants were issued with price reset features. The fair value of these warrants was determined to be $744,000 and recognized as a derivative liability.

The fair value of Series B, C, D & E warrants was determined to be $2,588,000 and was included within equity.

In May 2015, the Company entered into a restructuring agreement with the investors of the January 2015 and March 2015 private placements, where:

•

The exercise price of the Series A warrants was changed from $1.50 per warrant to $0.10 per warrant,

•

The exercise price of Series B warrants was changed from $0.40 per warrant to $0.20 per warrant,

•

Each warrant of Series B existing prior to the restructuring agreement was replaced with two warrants of such series,

•

The exercise price of the Series C warrants was changed from $1.00 per warrant to $0.50 per warrant, and

•

Each warrant of Series C existing prior to the restructuring agreement was replaced with two warrants of such series.

As a result of the restructuring agreement, the Company issued an additional 12,320,000 Series B warrants and 12,320,000 Series C Warrants.

The incremental fair value of Series A warrants due to repricing was determined to be $568,000 and recognized as a derivative liability with a corresponding inducement expense in the Statement of Operations.

The incremental fair value of Series B and Series C warrants due to repricing and increasing the number of warrants was determined to be $7,688,000. The fair value of these warrants was recognized as additional paid-in capital with a corresponding inducement expense in the Statement of Operations.

The fair value was estimated immediately prior to the date of the restructuring agreement using the Black-Scholes option pricing model with the following weighted average assumptions:

Share Purchase Warrants	Weighted Average Inputs
Date of valuation	May 28, 2015
Strike price	$ 0.40 – 1.00
Volatility (annual)	127.00 – 155.00	%
Risk-free rate	.01 - 1.51	%
Contractual term (years)	.13 - 4.79
Dividend yield (per share)	0	%

The fair value was estimated immediately after, on the date of the restructuring agreement, using the Black-Scholes option pricing model with the following weighted average assumptions:

Share Purchase Warrants	Weighted Average Inputs
Date of valuation	May 28, 2015
Strike price	$ 0.20 – 0.50
Volatility (annual)	127.00 – 155.00	%
Risk-free rate	.01 - 1.51	%
Contractual term (years)	29 - 4.79
Dividend yield (per share)	0	%

Share Purchase Warrants

During the nine months ended September 30, 2015, a warrant holder exercised 5,000,000 of Series C warrants at $0.50 per warrant for a total of $2,500,000.

During the nine months ended September 30, 2015, warrant holders exercised 24,639,995 of Series B warrants at $0.20 per warrant for a total of $4,928,000.

A summary of the Company’s share purchase warrants as of September 30, 2015 and changes during the period is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life

Balance, December 31, 2014		2,659,417			1.83		4.15
Issued		86,730,975			0.54		4.52
Exercised		(29,639,995	)		0.25		—
Extinguished or expired		(203,900	)		2.39		—
Balance, September 30, 2015		59,546,497		$	0.68		4.47

Stock Compensation Plan

On October 14, 2009, the Company adopted the 2009 Stock Incentive Plan (the “2009 Plan”) which supersedes and replaces the 2007 Stock Plan. The 2009 Plan allows for the issuance of up to 10,000,000 common shares. Options granted under the Plan shall be at prices and for terms as determined by the Board of Directors.

During the nine months ended September 30, 2015 the Company granted 400,000 stock options with a weighted average exercise price of $0.17. The fair value of the options was estimated to be $62,000 or $0.16. The weighted average inputs used to value the options were an expected life of 5 years, volatility of 155%, risk-free interest rate of 1.54% and dividend yield of 0%.

Stock based compensation costs of $21,000 are expected to be recognized over the next 1.4 years.

In July, 2015, the Company issued 118,450 shares of common stock with a fair value of $21,913 to its counsel for legal services rendered through January 21, 2015.

In August, 2015, the Company issued 50,000 shares of common stock with fair value of $26,474 as full settlement to a marketing consultant for services provided to the Company in 2014 and 2015.

Share purchase options

A summary of the Company’s stock options as of September 30, 2015 and changes during the period is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Life		Intrinsic Value

Outstanding at January 1, 2014		65,430		18.00		5.04	$	—
Issued		—		—		—		—
Cancelled/Forfeited		—		—		—		—

Outstanding at January 1, 2015		65,430		18.00		4.04		—
Issued		400,000		0.17		4.39	$	182,000
Outstanding at September 30, 2015		465,430	$	2.62		4.23	$	182,000

Exercisable at September 30, 2015		238,810	$	5.00		4.09	$	80,000

A summary of the status of the Company’s unvested options as of September 30, 2015 is presented below:

	Number of Shares			Weighted Average Grant-Date Fair Value

Unvested, December 31, 2014		278		$	18.00
Granted		400,000			0.16
Vested		(173,658	)		0.21
Cancelled		—			—

Unvested, September 30, 2015		226,620		$	0.16

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2015

Subsequent Events

SUBSEQUENT EVENTS

NOTE 9: SUBSEQUENT EVENTS

1. Subsequent to September 30, 2015, the Board of Directors approved an amendment to a consulting agreement with a board member, which increased the consulting fee from $10,000 per month to $15,000 per month.

2. On November 6, 2015, the Board of Directors approved an amendment to the Company’s 2014 Omnibus Stock Ownership Plan which provided for an increase in the number of shares reserved for issuance under the Plan by 5 million shares to 7 million shares.

3. On November 12, 2015, the Company entered into a new employment agreement with Dr. Glynn Wilson, the Company’s Chief Executive Officer, President and Chairman. The initial term of the agreement ends November 11, 2017, but it will automatically be extended for 12-months unless terminated by the Company or Dr. Wilson by written notice to the other not later than 12 months prior to the end of such initial term. It will thereafter be further extended for an additional 12 months after the end of each such extended term unless terminated by the Company or Dr. Wilson by written notice no later than 90 days prior to the end of such term, subject to early termination for cause or good reason by Dr. Wilson. Under the agreement, Dr. Wilson’s annual base salary is to be $280,000, and he is entitled to a performance-based bonus ranging of up to 50% of his base salary based on goals and other conditions as the Board determines on an annual basis, which may be paid in cash or equity awards as the Board determines.

In connection with entering into the new agreement, Dr. Wilson will receive equity awards under the Company’s 2014 Omnibus Stock Ownership Plan consisting of (i) an award of 315,000 shares of unregistered common stock, which immediately vest, and (ii) an award of stock options to purchase 2 million shares of Company common stock, prior to November 12, 2025, for $0.__ per share (the closing price of the common stock on November 12, 2015). One-half of the stock options will be immediately vested, and the remaining 1 million shares will vest ratably over the following 24 months.

4. On November 12, 2015, the Board of Directors approved awards of stock options to acquire 150,000 shares of common stock to each of Sherry Grisewood and Mark Reddish. All of such options are fully vested. In addition, the Board approved awards of stock options to four individuals (two employees and two consultants) to purchase an aggregate of 690,000 shares of common stock. Of the options granted to the employees and consultants, 290,000 are immediately vested, and the remainder vest over periods of between one and three years. All of the stock options have a 10-year term, and the exercise price is $0.__ per share, the closing price of the common stock on the date of grant.

5. Between October 1, 2015 and November 12, 2015, holders of Series C Warrants exercised 1,728,000 of Series C Warrants registered under our recent registration statements on Form S-1, resulting in proceeds of $864,000 to the Company.”.

SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Prior Period Reclassifications

Prior Period Reclassifications

NET INCOME (LOSS) PER SHARE (Table)

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Computation of income (loss) per share

Note 5: net income (loss) per share

The following table sets forth the computation of income (loss) per share:

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2015		2014			2015			2014

Net income (loss)	$	2,483,988	$	(1,567,836	)	$	(16,943,377	)	$	(30,146,586	)

Weighted average shares outstanding - basic		48,583,003		17,310,708			36,651,565			13,292,886
Common stock warrants		31,959,990		—			—			—
Common stock options		400,000		—			—			—
Weighted average shares outstanding - diluted		80,944,993		17,310,708			36,651,565			13,292,886

Net loss per share data: Basic	$	0.05	$	(0.09	)	$	(0.46	)	$	(2.27	)
Diluted	$	0.03	$	(0.09	)	$	(0.46	)	$	(2.27	)

Net loss per share

Options, warrants, and convertible debt outstanding were all considered anti-dilutive for the nine months ended September 30, 2015 and 2014, due to net losses.

The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented:

	Nine Months Ended September 30,
	2015		2014
Common stock options		465,000		65,000
Common stock warrants - equity treatment		47,032,000		185,000
Common stock warrants - liability treatment		12,514,000		49,000
Convertible notes		—		7,000
Potentially dilutive securities		60,011,000		306,000

DERIVATIVE WARRANT LIABILITY AND FAIR VALUE (Tables)

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Valuation methodology

Note 6: DERIVATIVE LIABILITY - WARRANTs AND DERIVATIVE LIABILITY – CONVERSION OPTION

Stock Purchase Warrants	Weighted Average Inputs for the Period
Date of valuation	For the Nine Months Ending September 30, 2015			For the Nine Months Ending September 30, 2014
Strike price	$	0.13		$	5.84
Volatility (annual)		158.00	%		156.00	%
Risk-free rate		1.63	%		1.07	%
Contractual term (years)		4.34			3.33
Dividend yield (per share)		0	%		0	%

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Derivative liability – warrants:

	As of September 30, 2015
			Fair Value Measurements
	Fair Value		Level 1		Level 2		Level 3		Total
Derivative liability - warrants	$	7,427,000		—		—	$	7,427,000	$	7,427,000
Total	$	7,427,000		—		—	$	7,427,000	$	7,427,000

	As of December 31, 2014
			Fair Value Measurements
	Fair Value		Level 1		Level 2		Level 3		Total
Derivative liability - warrants	$	9,000		—		—	$	9,000	$	9,000
Total	$	9,000		—		—	$	9,000	$	9,000

Measured at fair value

There were no transfers between Level 1, 2 or 3 during the nine months ended September 30, 2015.

The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2015:

	Derivative liability – warrants
Balance – December 31, 2014	$	9,000
Additions during the period		2,659,000
Change in fair value of warrant liability		4,760,000
Balance – September 30, 2015	$	7,428,000

Numerous extinguishment agreements

Conversion Option	Weighted Average Inputs for the Period
Date of valuation	For the Quarter Ending September 30, 2015			For the Quarter Ending September 30, 2014
Strike price	$	—		$	1.03
Volatility (annual)		—	%		199.00	%
Risk-free rate		—	%		0.05	%
Contractual term (years)		—			0.24
Dividend yield (per share)		—	%		—	%
Fair value of Conversion Option at extinguishment	$	—		$	708,000

CAPITAL STOCK (Tables)

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Weighted average assumptions:

Note 8: Capital Stock

The fair value was estimated immediately prior to the date of the restructuring agreement using the Black-Scholes option pricing model with the following weighted average assumptions:

Share Purchase Warrants	Weighted Average Inputs
Date of valuation	May 28, 2015
Strike price	$ 0.40 – 1.00
Volatility (annual)	127.00 – 155.00	%
Risk-free rate	.01 - 1.51	%
Contractual term (years)	.13 - 4.79
Dividend yield (per share)	0	%

The fair value was estimated immediately after, on the date of the restructuring agreement, using the Black-Scholes option pricing model with the following weighted average assumptions:

Share Purchase Warrants	Weighted Average Inputs
Date of valuation	May 28, 2015
Strike price	$ 0.20 – 0.50
Volatility (annual)	127.00 – 155.00	%
Risk-free rate	.01 - 1.51	%
Contractual term (years)	.29 - 4.79
Dividend yield (per share)	0	%

Share Purchase Warrants

During the nine months ended September 30, 2015, a warrant holder exercised 5,000,000 of Series C warrants at $0.50 per warrant for a total of $2,500,000.

During the nine months ended September 30, 2015, warrant holders exercised 24,639,995 of Series B warrants at $0.20 per warrant for a total of $4,928,000.

A summary of the Company’s share purchase warrants as of September 30, 2015 and changes during the period is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Life

Balance, December 31, 2014		2,659,417			1.83		4.15
Issued		86,730,975			0.54		4.52
Exercised		(29,639,995	)		0.25		—
Extinguished or expired		(203,900	)		2.39		—
Balance, September 30, 2015		59,546,497		$	0.68		4.47

Share purchase options

Share purchase options

A summary of the Company’s stock options as of September 30, 2015 and changes during the period is presented below:

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Life		Intrinsic Value

Outstanding at January 1, 2014		65,430		18.00		5.04	$	—
Issued		—		—		—		—
Cancelled/Forfeited		—		—		—		—

Outstanding at January 1, 2015		65,430		18.00		4.04		—
Issued		400,000		0.17		4.39	$	182,000
Outstanding at September 30, 2015		465,430	$	2.62		4.23	$	182,000

Exercisable at September 30, 2015		238,810	$	5.00		4.09	$	80,000

A summary of the status of the Company’s unvested options as of September 30, 2015 is presented below:

	Number of Shares			Weighted Average Grant-Date Fair Value

Unvested, December 31, 2014		278		$	18.00
Granted		400,000			0.16
Vested		(173,658	)		0.21
Cancelled		—			—

Unvested, September 30, 2015		226,620		$	0.16

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

LIQUIDITY AND FINANCIAL CONDITION (Details Narrtive)	Sep. 30, 2015 USD ($)
Liquidity And Financial Condition Details Narrtive
Cash and cash equivalents	$ 6,087,000

NET INCOME (LOSS) PER SHARE (Details) - USD ($)	3 Months Ended		9 Months Ended
NET INCOME (LOSS) PER SHARE (Details) - USD ($)	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Notes to Financial Statements
Net income (loss)	$ 2,483,988	$ (1,567,836)	$ (16,943,377)	$ (30,146,586)
Weighted average shares outstanding - basic	48,585,003	17,310,708	36,651,565	13,292,886
Common stock warrants	31,959,990
Common stock options	400,000
Weighted average shares outstanding - diluted	80,944,993	17,310,708	36,651,565	13,292,886
Net loss per share data:
Basic	$ 0.05	$ (0.09)	$ (0.46)	$ (2.27)
Diluted	$ 0.03	$ (0.09)	$ (0.46)	$ (2.27)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

NET INCOME (LOSS) PER SHARE (Details 1) - shares	9 Months Ended
NET INCOME (LOSS) PER SHARE (Details 1) - shares	Sep. 30, 2015	Sep. 30, 2014
Notes to Financial Statements
Common stock options	465,000	65,000
Common stock warrants - equity treatment	47,032,000	185,000
Common stock warrants - liability treatment	12,514,000	49,000
Convertible notes		7,000
Potentially dilutive securities	60,011,000	306,000

DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY - CONVERSION OPTION (Details ) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Strike price		$ 1.03
Share Purchase Warrants[Member]
Contractual Life (Years)			4 years 7 months 6 days	3 years 6 months 29 days
Risk free Rate			1.63%	1.07%
Dividend yield			0.00%	0.00%
Volatility			158.00%	156.00%
Strike price			$ 0.13	$ 5.84
Fair market value of stock			$ 0.96	$ 0.02

DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY - CONVERSION OPTION (Details 1) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Derivative liability - warrants	$ 7,427,000	$ 9,000
Total	7,427,000	9,000
Carrying Value [Member]
Derivative liability - warrants	7,427,000
Total	7,427,000
Fair Value, Inputs, Level 1 [Member]
Derivative liability - warrants
Total
Fair Value, Inputs, Level 2 [Member]
Derivative liability - warrants
Total
Fair Value, Inputs, Level 3 [Member]
Derivative liability - warrants	7,427,000	9,000
Total	$ 7,427,000	9,000
Fair Value [Member]
Derivative liability - warrants		9,000
Total		$ 9,000

DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY – CONVERSION OPTION (Details 2)	9 Months Ended
	Sep. 30, 2015 USD ($)
Notes to Financial Statements
Balance - December 31, 2014	$ 9,000
Additions during the quarter	2,659,000
Change in fair value of warrant liability	4,760,000
Balance – September 30, 2015	$ 7,428,000

DERIVATIVE LIABILITY - WARRANTS AND DERIVATIVE LIABILITY – CONVERSION OPTION (Details 3) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Notes to Financial Statements
Dividend yield (per share)	0.00%	0.00%
Strike price		$ 1.03
Volatility (annual)		199.00%
Risk-free rate		0.05%
Contractual term (years)		2 months 27 days
Fair value of Conversion Option at extinguishment		$ 708,000

PROMISSORY NOTES, RELATED PARTY (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Notes to Financial Statements
Outstanding promissory notes		$ 52,942
Promissory notes officer and a director	$ 23,000

CAPITAL STOCK (Details) - $ / shares	3 Months Ended		9 Months Ended
CAPITAL STOCK (Details) - $ / shares	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015
Strike price maximum		$ 1.03
Contractual term (years) minmum			4 years 1 month 24 days
Dividend yield (per share)	0.00%	0.00%
Weighted Average Inputs [Member]
Strike price minimum			$ 0.40
Strike price maximum			$ 1.00
Risk-free rate maximum			0.01%
Risk-free rate minimum			1.51%
Volatility (annual) maximum			155.00%
Volatility (annual) minimum			127.00%
Contractual term (years) minmum			1 month 17 days
Contractual term (years) maximum			4 years 9 months 15 days
Dividend yield (per share)			0.00%
Weighted Average Inputs One[Member]
Strike price minimum			$ 0.20
Strike price maximum			$ 0.50
Risk-free rate maximum			0.01%
Risk-free rate minimum			1.51%
Volatility (annual) maximum			155.00%
Volatility (annual) minimum			127.00%
Contractual term (years) minmum			3 months 15 days
Contractual term (years) maximum			4 years 9 months 15 days
Dividend yield (per share)			0.00%

CAPITAL STOCK (Details 1)	9 Months Ended
CAPITAL STOCK (Details 1)	Sep. 30, 2015 $ / shares shares
Number of Warrants
Balance, December 31, 2014	2,659,417
Issued	86,730,975
Exercised	(29,639,995)
Extinguished or expired	(203,900)
Balance, September 30, 2015	59,546,497
Weighted Average Exercise Price
Issued \| $ / shares	$ 0.54
Exercised \| $ / shares	0.25
Extinguished or expired \| $ / shares	2.39
Balance, September 30, 2015 \| $ / shares	$ 0.68
Weighted Average Remaining Life
Balance, December 31, 2014	4 years 1 month 24 days
Issued	4 years 6 months 7 days
Balance, September 30, 2015	4 years 5 months 19 days

CAPITAL STOCK (Details 2) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
CAPITAL STOCK (Details 2) - USD ($)	Sep. 30, 2014	Sep. 30, 2015	Dec. 31, 2014
Issued		86,730,975
Issued		$ 0.54
Balance, December 31, 2014		$ 1.83
Balance, December 31, 2013	2 months 27 days
Issued		$ 4,928,000
Stock Options [Member]
Outstanding at January 1, 2014			65,430
Issued
Cancelled/Forfeited
Issued		465,430	400,000
Balance, September 30, 2015			465,430
Exercisable at September 30, 2015			238,810
Outstanding at January 1, 2014		$ 18	$ 18
Issued
Cancelled/Forfeited
Issued			0.17
Balance, September 30, 2015			2.62
Exercisable at September 30, 2015			$ 5.00
Balance, December 31, 2013			5 years 15 days
Balance, December 31, 2014			4 years 15 days
Issued			4 years 7 months 21 days
Balance, September 30, 2015			4 years 5 months 27 days
Exercisable at September 30, 2015			4 years 1 month 2 days
Outstanding at January 1, 2014		$ 182,000
Issued			$ 182,000
Cancelled/Forfeited
Balance, December 31, 2014			$ 182,000
Exercisable at September 30, 2015			$ 80,000

CAPITAL STOCK (Details 3)	9 Months Ended
CAPITAL STOCK (Details 3)	Sep. 30, 2015 $ / shares shares
Granted	86,730,975
Unvested Options [Member]
Unvested, December 31, 2014	278
Granted	400,000
Vested	(173,658)
Cancelled
Unvested, June 30, 2015	226,620
Weighted Average Grant-Date Fair Value
Unvested, December 31, 2014 \| $ / shares	$ 18.00
Granted \| $ / shares	0.16
Vested \| $ / shares	0.21
Cancelled \| $ / shares
Unvested, June 30, 2015 \| $ / shares	$ 0.16

CAPITAL STOCK (Details Narrative)	9 Months Ended
CAPITAL STOCK (Details Narrative)	Sep. 30, 2015 USD ($) shares
Notes to Financial Statements
Warrant exercised	5,000,000
Warrant Shares exercised	24,639,995
Intrinsic value of the vested options \| $	$ 4,928,000