Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 08, 2014 | Jun. 30, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'ILIU | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 122,448,707 | ' |
Entity Registrant Name | 'INTERLEUKIN GENETICS INC | ' | ' |
Entity Central Index Key | '0001037649 | ' | ' |
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 | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $19,936,781 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $7,542,281 | $1,225,426 |
Accounts receivable from related party | 534,703 | 552,572 |
Trade accounts receivable | 8,817 | 47,560 |
Inventory | 190,424 | 158,238 |
Prepaid expenses | 676,358 | 417,772 |
Total current assets | 8,952,583 | 2,401,568 |
Fixed assets, net | 844,606 | 126,946 |
Intangible assets, net | 289,865 | 399,131 |
Other assets | 38,001 | 38,001 |
Total assets | 10,125,055 | 2,965,646 |
Current liabilities: | ' | ' |
Accounts payable | 835,439 | 479,182 |
Accrued expenses | 252,953 | 165,745 |
Deferred revenue | 3,783,441 | 1,628,264 |
Total current liabilities | 4,871,833 | 2,273,191 |
Convertible long-term debt | 0 | 14,316,255 |
Total liabilities | 4,871,833 | 16,589,446 |
Stockholders' deficit: | ' | ' |
Convertible preferred stock, $0.001 par value — 6,000,000 shares authorized; 0 and 5,500,000 shares issued and outstanding at December 31, 2013 and 2012, respectively; aggregate liquidation preference of $24,000,000 at December 31, 2012 | 0 | 5,500 |
Common stock, $0.001 par value — 300,000,000 and 150,000,000 shares authorized; 122,448,707 and 36,761,864 shares issued and outstanding at December 31, 2013 and 2012, respectively | 122,449 | 36,762 |
Additional paid-in capital | 119,885,371 | 94,030,603 |
Accumulated deficit | -114,754,598 | -107,696,665 |
Total stockholders’ equity (deficit) | 5,253,222 | -13,623,800 |
Total liabilities and stockholders’ equity (deficit) | $10,125,055 | $2,965,646 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS [Parenthetical] (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Convertible preferred stock, par value | $0.00 | $0.00 |
Convertible preferred stock, shares authorized | 6,000,000 | 6,000,000 |
Convertible preferred stock, shares issued | 0 | 5,500,000 |
Convertible preferred stock, shares outstanding | 0 | 5,500,000 |
Convertible preferred stock, liquidation preference | ' | $24,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 150,000,000 |
Common stock, shares issued | 122,448,707 | 36,761,864 |
Common stock, shares outstanding | 122,448,707 | 36,761,864 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Genetic testing | $2,168,744 | $2,154,785 |
Other | 260,868 | 81,602 |
Total revenue | 2,429,612 | 2,236,387 |
Cost of revenue | 1,632,497 | 1,328,538 |
Gross profit | 797,115 | 907,849 |
Operating expenses: | ' | ' |
Research and development | 721,568 | 1,311,877 |
Selling, general and administrative | 6,564,807 | 4,150,607 |
Amortization of intangibles | 109,266 | 115,453 |
Total operating expenses | 7,395,641 | 5,577,937 |
Loss from operations | -6,598,526 | -4,670,088 |
Other income (expense): | ' | ' |
Interest income | 6,804 | 4,485 |
Interest expense | -472,186 | -454,481 |
Gain on disposal of asset | 5,975 | 0 |
Total other income (expense) | -459,407 | -449,996 |
Loss before income taxes | -7,057,933 | -5,120,084 |
Benefit for income taxes | 0 | 0 |
Net loss | ($7,057,933) | ($5,120,084) |
Basic and diluted net loss per common share | ($0.08) | ($0.14) |
Weighted average common shares outstanding, basic and diluted | 90,449,758 | 36,754,679 |
STATEMENTS_OF_STOCKHOLDERS_DEF
STATEMENTS OF STOCKHOLDERS' DEFICIT (USD $) | Total | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2011 | ($11,423,231) | $5,000 | $36,710 | $91,111,640 | ($102,576,581) |
Beginning Balance (in shares) at Dec. 31, 2011 | ' | 5,000,000 | 36,709,706 | ' | ' |
Net loss | -5,120,084 | 0 | 0 | 0 | -5,120,084 |
Private placement of preferred stock, net of offering costs of $386,030 (in shares) | ' | 500,000 | 0 | ' | ' |
Private placement of preferred stock, net of offering costs of $386,030 | 2,613,970 | 500 | 0 | 2,613,470 | 0 |
Warrants issued in connection with private placement of preferred stock | 104,907 | 0 | 0 | 104,907 | 0 |
Conversion of convertible debt | 0 | ' | ' | ' | ' |
Common stock issued: | ' | ' | ' | ' | ' |
Employee stock purchase plan (in shares) | ' | 0 | 52,158 | ' | ' |
Employee stock purchase plan | 8,810 | 0 | 52 | 8,758 | 0 |
Common stock issued: Exercise of stock options (in shares) | 0 | ' | ' | ' | ' |
Stock-based compensation expense | 191,828 | 0 | 0 | 191,828 | 0 |
Ending Balance at Dec. 31, 2012 | -13,623,800 | 5,500 | 36,762 | 94,030,603 | -107,696,665 |
Ending Balance (in shares) at Dec. 31, 2012 | ' | 5,500,000 | 36,761,864 | ' | ' |
Net loss | -7,057,933 | 0 | 0 | 0 | -7,057,933 |
Private placement of common stock, net of offering costs of $1,735,000 (in shares) | ' | 0 | 43,715,847 | ' | ' |
Private placement of common stock, net of offering costs of $1,735,000 | 11,308,920 | 0 | 43,716 | 11,265,204 | 0 |
Conversion of preferred stock (in shares) | ' | -5,500,000 | 39,089,161 | ' | ' |
Conversion of preferred stock | 0 | -5,500 | 39,089 | -33,589 | 0 |
Conversion of convertible debt (in shares) | 2,521,222 | 0 | 2,521,222 | ' | ' |
Conversion of convertible debt | 14,316,255 | 0 | 2,521 | 14,313,734 | 0 |
Common stock issued: | ' | ' | ' | ' | ' |
Employee stock purchase plan (in shares) | ' | 0 | 111,113 | ' | ' |
Employee stock purchase plan | 31,453 | 0 | 111 | 31,342 | 0 |
Common stock issued: Exercise of stock options | 80,520 | 0 | 252 | 80,268 | 0 |
Common stock issued: Exercise of stock options (in shares) | 252,000 | 0 | 252,000 | ' | ' |
Cancellation of restricted stock (in shares) | ' | 0 | -2,500 | ' | ' |
Cancellation of restricted stock | 0 | 0 | -2 | 2 | 0 |
Stock-based compensation expense | 197,807 | 0 | 0 | 197,807 | 0 |
Ending Balance at Dec. 31, 2013 | $5,253,222 | $0 | $122,449 | $119,885,371 | ($114,754,598) |
Ending Balance (in shares) at Dec. 31, 2013 | ' | 0 | 122,448,707 | ' | ' |
STATEMENTS_OF_STOCKHOLDERS_DEF1
STATEMENTS OF STOCKHOLDERS' DEFICIT [Parenthetical] (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2013 | |
Preferred Stock [Member] | Common Stock [Member] | |
Private placement, net of offering costs | $386,030 | $1,735,000 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($7,057,933) | ($5,120,084) |
Adjustments to reconcile loss from continuing operations to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 229,301 | 282,518 |
Stock-based compensation expense | 197,807 | 191,828 |
Change in fair value of warrants | 297,547 | ' |
Gain on disposal of fixed assets | -5,975 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Receivable from related party | 17,869 | -549,910 |
Trade accounts receivable | 38,743 | 8,332 |
Inventory | -32,186 | -50,480 |
Prepaid expenses and other assets | -258,586 | -200,385 |
Accounts payable | 356,257 | 109,876 |
Accrued expenses | 87,208 | -16,852 |
Deferred revenue | 2,155,177 | 803,419 |
Net cash used in operating activities | -3,974,771 | -4,541,738 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Capital additions | -837,696 | -5,000 |
Proceeds from the disposal of fixed assets | 5,975 | 0 |
Net cash used in investing activities | -831,721 | -5,000 |
CASH FLOW FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from issuance of notes receivable | 0 | 1,316,255 |
Proceeds from private placement of preferred stock | 0 | 3,000,000 |
Proceeds from private placement of common stock | 12,000,000 | ' |
Private placement offering costs | -988,626 | -281,123 |
Proceeds from exercises of employee stock options | 80,520 | 0 |
Proceeds from employee stock purchase plan | 31,453 | 8,810 |
Net cash provided by financing activities | 11,123,347 | 4,043,942 |
Net increase (decrease) in cash and equivalents | 6,316,855 | -502,796 |
Cash and cash equivalents, beginning of period | 1,225,426 | 1,728,222 |
Cash and cash equivalents, end of period | 7,542,281 | 1,225,426 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 291,914 | 436,754 |
Supplemental disclosures of non-cash investing and financing activities: | ' | ' |
Warrants issued in connection with preferred stock financing | 0 | 104,907 |
Conversion of debt to common stock | 14,316,255 | 0 |
Interest related to fair value of warrants market adjustment | $297,547 | $0 |
Company_Overview
Company Overview | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' |
Company Overview | ' |
Note 1—Company Overview | |
Interleukin Genetics, Inc. (“Interleukin” or “the Company”) is focused on developing and commercializing personalized health products that can help individuals improve and maintain their health through preventive measures. It uses functional genomics to help in the development of risk assessment tests based on the genetic variations in people. Interleukin has commercialized genetic tests for periodontal disease risk assessment, cardiovascular risk assessment, general nutrition assessment, weight management and bone health. | |
The Company’s current focus is on commercializing its periodontal genetic risk assessment test and its Inherent Health® brand of genetic tests which includes the Company’s Weight Management genetic test. | |
Operating_Matters_and_Liquidit
Operating Matters and Liquidity | 12 Months Ended |
Dec. 31, 2013 | |
Going Concern [Abstract] | ' |
Operating Matters and Liquidity | ' |
Note 2—Operating Matters and Liquidity | |
The Company has experienced net operating losses since its inception through December 31, 2013. The Company had net losses of $7.1 million and $5.1 million for the years ended December 31, 2013 and 2012, respectively, contributing to an accumulated deficit of $114.8 million as of December 31, 2013. | |
The Company continues to take steps to reduce genetic test processing costs. Cost savings are primarily achieved through test process improvements. Management believes that the current laboratory space is adequate to process high volumes of genetic tests. | |
As more fully discussed in Note 10 herein, on May 17, 2013, the Company entered into a Common Stock Purchase Agreement with various accredited investors, pursuant to which the Company sold an aggregate of 43,715,847 shares of its common stock in a private placement transaction, at a price of $0.2745 per share for gross proceeds of $12,000,000. The investors also received warrants to purchase up to an aggregate of 32,786,885 shares of common stock at an exercise price of $0.2745 per share. The warrants are exercisable as to 63% of the shares immediately and as to 37% of the shares following receipt of shareholder approval, which occurred on August 9, 2013, of an increase in the number of authorized shares of common stock from 150,000,000 to 300,000,000, and have a term of seven years from the date they became exercisable. | |
In addition, pursuant to the Common Stock Purchase Agreement, each Purchaser has the right, at any time on or before June 30, 2014, to purchase at one or more subsequent closings its pro rata share of up to an aggregate of $5,000,000 of additional shares of common stock and warrants on the same terms and conditions as those set forth above. If, prior to June 30, 2014, investors have not purchased their entire pro rata share of such additional investment of $5,000,000, those who have purchased their entire pro rata share of the additional investment, will be entitled to purchase the unsold portion of the additional investment. | |
The Company’s financial statements have been prepared assuming that it will continue as a going concern which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company expects to incur additional losses in 2014 and, accordingly, is dependent on financings and potential revenue to fund its operations in the commercial launch of the PerioPredict™ test with Renaissance Health Services Corporation (“RHSC”), the parent corporation of eight Delta Dental member companies operating in their eight respective states. RHSC has begun offering dental plans in a phased launch to smaller employer groups that incorporates our genetic PerioPredict™ test for plan years beginning in January 2014. The timing of any revenues that we may receive under this agreement is dependent upon the timing of the offering of such plans, which timing is very uncertain at this time, and is contingent upon a number of factors, including RHSC’s affiliates’ ability to develop such plans and to develop a viable market for such plans. In the latter half of 2014 and 2015, RHSC is expected to offer dental plans that incorporate our genetic test to a broader group of employer customers. The Company expects to have the cash resources necessary, for at least the next twelve months, to support the launch of the PerioPredict™ genetic test in dental offices in collaboration with RHSC. | |
The ability of the Company to realize the carrying value of its fixed assets and intangible assets is especially dependent on management’s ability to successfully execute on its plan. The Company needs to generate additional funds in order to meet its financial obligations. If it is unsuccessful in doing so, the Company may not be able to realize the carrying value of its fixed assets and intangible assets. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Significant Accounting Policies [Abstract] | ' | |||||||
Significant Accounting Policies | ' | |||||||
Note 3—Summary of Significant Accounting Policies | ||||||||
Management Estimates | ||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates. The Company’s most critical accounting policies are more fully discussed in these notes to the financial statements. | ||||||||
Revenue Recognition | ||||||||
Revenue from genetic testing services is recognized when there is persuasive evidence of an arrangement, service has been rendered, the sales price is determinable and collectability is reasonably assured. Service is deemed to be rendered when the results have been reported to the individual who ordered the test. To the extent that tests have been prepaid but results have not yet been reported, recognition of all related revenue is deferred. As of December 31, 2013 and 2012, the Company had deferred genetic test revenue of $3.8 million and $1.6 million, respectively. Included in deferred revenue at December 31, 2013 is $584,000 in customer payments in excess of one year old. | ||||||||
During the fourth quarter of 2013, the Company concluded that sufficient historical customer genetic test redemption patterns existed to determine the period of time after which the likelihood of test redemption was remote. Based on the Company’s analysis of the redemption data, the Company estimates that period of time to be three years after the sale of a genetic test kit. Prior to making this determination revenue was recognized only on test kits returned and processed. | ||||||||
Beginning in the fourth quarter of 2013, the Company began to recognize breakage revenue related to genetic tests kits utilizing the remote method. Under the remote method, breakage revenue should be recognized when the likelihood of the customer exercising rights of redemption becomes remote. The term remote requires statistical analysis of customer redemption patterns for all tests sold and returned. The Company analyzed redemption patterns from 2009 through 2013. Included in genetic test revenue in the fourth quarter in 2013 is $213,000 of breakage revenue related to unredeemed genetic test kits from 2009 and 2010. The Company will continue to recognize breakage revenue and the corresponding deferred cost of goods on a quarterly basis based on the historical analysis. | ||||||||
Sales Commission | ||||||||
The Company accounts for sales commissions due to Amway Global under the Merchant Channel and Partner Agreement in accordance with SEC Staff Accounting Bulletin (“SAB”) 104. Commissions are recorded as an expense at the time they become due which is at the point of sale. The cost of commissions was $367,000 and $726,000 for the years ended December 31, 2013 and 2012, respectively. | ||||||||
Accounts Receivable | ||||||||
Accounts receivable is stated at estimated net realizable value, which is generally the invoiced amount less any estimated discount related to payment terms. The Company offers its commercial genetic test customers a 2% cash discount if payment is made by bank wire transfer within 10 days of the invoice date. No accounts receivable reserve is required at December 31, 2013 as all accounts receivable are expected to be collected. | ||||||||
Inventory | ||||||||
Inventory is carried at lower of cost (first-in, first-out method) or market and no inventory reserve is deemed necessary at December 31, 2013. As the Company does not manufacture any products, no overhead costs are included in inventory. When a kit is sold, the corresponding cost of the kit is recorded as cost of goods sold and removed from inventory. The Company has contracted with a fulfillment provider to supply its PerioPredict™ genetic tests kits to dental offices. The agreement with the provider provides that the vendor will purchase and fulfill all materials related to the genetic test kit and delivery with the Company’s approval. The Company pays for materials and fulfillment charges when the product is shipped. Any kit components remaining at the fulfillment center are reflected in inventory with a corresponding offset to accounts payable. At December 31, 2013, $41,000 of raw materials are at the fulfillment center and reflected in inventory with a corresponding entry to accounts payable. No materials were at the fulfillment center at December 31, 2012. | ||||||||
Inventory consisted of the following at December 31, 2013 and 2012: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Raw materials | $ | 180,948 | $ | 154,485 | ||||
Finished goods | 9,476 | 3,753 | ||||||
Total inventory, net | $ | 190,424 | $ | 158,238 | ||||
Stock-Based Compensation | ||||||||
The Company accounts for stock-based compensation expense in accordance with FASB ASC 718, Compensation – Stock Compensation. The standard addresses all forms of share-based payment (SBP) awards, including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights. We expense SBP awards within compensation cost for SBP transactions measured at fair value. Compensation cost for the portion of awards for which the requisite service has not been rendered that are outstanding as of the effective date shall be recognized as the requisite service is rendered on or after the effective date. The compensation cost for that portion of awards shall be based on the grant-date fair value of those awards as calculated under the Black-Scholes option pricing model. Common stock purchased pursuant to our employee stock purchase plan will be expensed based upon the fair market value in excess of purchase price. | ||||||||
Income Taxes | ||||||||
The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the financial statements or tax returns. The measurement of current and deferred tax liabilities and assets is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. | ||||||||
Significant management judgment is required in determining the Company’s provision (benefit) for income taxes, its deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. The Company has recorded a full valuation allowance against its deferred tax assets of approximately $28.2 million as of December 31, 2013, due to uncertainties related to its ability to utilize these assets. The valuation allowance is based on management’s estimates of taxable income by jurisdiction in which the Company operates and the period over which the deferred tax assets will be recoverable. In the event that actual results differ from these estimates or management adjusts these estimates in future periods, the Company may need to adjust its valuation allowance, which could materially impact its financial position and results of operations. | ||||||||
Due to changes in Massachusetts corporate income tax regulations enacted in 2009, the Company began filing a combined tax return with certain Alticor affiliated entities, referred to herein as “the unitary group”. The law requires corporations with net operating loss carryforwards to go back to each year in which the loss was generated and recompute the loss as if it occurred on a consolidated basis. The Company was required to include data from the newly formed unitary group as if the unitary group was in place during the loss years. As a result, the losses generated by the Company were significantly reduced through this required computation. Due to a change in common ownership, the Company is no longer qualified to join in a combined filing of the unitary group as of June 29, 2012. Accordingly, the Company ceased filing combined Massachusetts tax returns with the unitary group. The Company estimates that the combined and separate filings will have no impact on the Company's financial condition, results of operations and cash flows. | ||||||||
On January 2, 2013, President Obama signed The American Taxpayer Relief Act of 2012 (H.R. 8) legislation which extended many of the tax provisions that expired in 2011 or 2012. For financial reporting purposes, the tax impact of this legislation is taken into account in the quarter in which the legislation is enacted by Congress and signed into law by the President. Since President Obama signed the bill on January 2, 2013, the financial reporting for these legislative changes occurred in the first quarter, 2013. Therefore, for 2012, no deferred tax asset with respect to the federal R&D tax credit was recorded. In the first quarter 2013, the full deferred tax asset for the 2013 federal R&D tax credit has been recorded as a discrete item. The total impact to 2013 is a deferred tax asset of approximately $61,000 which is fully reserved. | ||||||||
As a result of the Company’s change in its capital structure during the quarter ending June 30, 2013, the Company may have undergone an IRC section 382 ownership change which would limit its ability to realize the benefit of its tax attributes (i.e., federal/state net operating losses and research and development credits) during their respective carry forward periods. Furthermore, pursuant to the change in capital structure, the Company realized cancellation of indebtedness income under IRC section 108(e)(8), which reduced the Company’s federal net operating loss carry-forward pursuant to IRC section 108(b)(2)(A), due to the fact that the Company’s liabilities exceeded the fair market value of its assets. Accordingly, the Company had a reduction in its deferred tax asset and a corresponding reduction in its valuation allowance for the quarter ending June 30, 2013. The cancellation of indebtedness income resulted from a shareholder’s conversion of debt of approximately $14.3 million into common stock of the Company prior to an additional investment by an unrelated investor. | ||||||||
The Company reviews its recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. The Company reviews all material tax positions for all years open to statute to determine whether it is more likely than not that the positions taken would be sustained based on the technical merits of those positions. The Company did not recognize any adjustments for uncertain tax positions as of and during the year ended December 31, 2013. However, if the Company incurred interest and penalties they would be recorded in general and administrative expenses. | ||||||||
Research and Development | ||||||||
Research and development costs are expensed as incurred. | ||||||||
Advertising Expense | ||||||||
Advertising costs are expensed as incurred. During the years ended December 31, 2013 and 2012, advertising expense was $5,000 and $18,000, respectively. | ||||||||
Basic and Diluted Net Loss per Common Share | ||||||||
The Company applies the provisions of FASB ASC 260, Earnings per Share, which establishes standards for computing and presenting earnings per share. Basic and diluted net loss per share was determined by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is the same as basic net loss per share for all the periods presented, as the effect of the potential common stock equivalents is anti-dilutive due to the loss in each period. Potential common stock equivalents excluded from the calculation of diluted net loss per share are as follows: | ||||||||
As of December 31, | ||||||||
2013 | 2012 | |||||||
Options outstanding | 5,884,050 | 2,302,000 | ||||||
Warrants outstanding | 37,269,125 | 2,187,158 | ||||||
Convertible preferred stock | — | 39,089,161 | ||||||
Convertible debt | — | 2,521,222 | ||||||
Total | 43,153,175 | 46,099,541 | ||||||
Comprehensive Income (Loss) | ||||||||
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. During the years ended December 31, 2013 and 2012, there were no items other than net loss included in the determination of comprehensive loss. | ||||||||
Fair Value of Financial Instruments | ||||||||
The Company, using available market information, has determined the estimated fair values of financial instruments. The stated values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short term nature of these instruments. The fair value of warrants is calculated using the Black-Scholes pricing model. | ||||||||
Cash and Cash Equivalents | ||||||||
The Company maintains its cash and cash equivalents with domestic financial institutions that the Company believes to be of high credit standing. The Company believes that, as of December 31, 2013, its concentration of credit risk related to cash and cash equivalents was not significant. Cash and cash equivalents are available on demand and are generally in excess of FDIC insurance limits. | ||||||||
Fixed Assets | ||||||||
Fixed assets are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over estimated useful lives of three to five years. Leasehold improvements are amortized over the estimated useful life of the asset, or the remaining term of the lease, whichever is shorter. | ||||||||
Assets that have not yet been placed in service; have the costs incurred presented as part of Projects in Progress. Once the asset has been placed in service, the related costs are transferred to the appropriate category and depreciation commences. | ||||||||
Impairment of Long-Lived Assets | ||||||||
The Company evaluates its long-lived assets, including intangible assets, for impairment whenever events or changes in circumstances indicate that carrying amounts of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. Any write-downs, based on fair value, are to be treated as permanent reductions in the carrying amount of the assets. The Company determined that no impairment existed related to the Company’s long-lived assets at December 31, 2013 and 2012. | ||||||||
Segment Reporting | ||||||||
As of December 31, 2013 and 2012, the Company has one segment, the genetic test business. The Company develops genetic tests for sale into the emerging personalized health market and performs testing services that can help individuals improve and maintain their health through preventive measures. The Company’s principal operations and markets are located in the United States. | ||||||||
Recent Accounting Pronouncements | ||||||||
No recently issued updates or other guidance issued by the FASB through the issuance of these financial statements are expected to have a material impact on the Company’s financial reporting. | ||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Note 4—Related Party Transactions | |
Since March 2003, the Company has maintained a broad strategic alliance with several affiliates of the Alticor Inc. family of companies, a related party, to develop and market novel nutritional and skin care products. The alliance initially included an equity investment, a multi-year research and development agreement, a licensing agreement with royalties on marketed products, the deferment of outstanding loan repayment and the refinancing of bridge financing obligations. | |
On October 26, 2009, the Company entered into a Merchant Network and Channel Partner Agreement with Amway Corp., d/b/a/ Amway Global (“Amway Global”), a subsidiary of Alticor Inc. Pursuant to this Agreement, Amway Global sells the Company’s Inherent Health® brand of genetic tests through its e-commerce website via a hyperlink to our e-commerce site. We paid Amway Global $367,000 and $726,000 in commissions for the years ended December 31, 2013 and 2012, respectively, representing a percentage of net sales to their customers. The Company expenses commissions owed to Amway Global at the point of sale with the customer. | |
Beginning in September 2012 and again in 2013, Access Business Group LLC (“ABG”), an affiliate of Alticor, a related party, placed purchase orders totaling approximately $3.3 million consisting of weight management kits. The kits are included as part of a promotional bundle of products that Amway is now selling to their Individual Business Owners (IBOs). Of the $3.3 million in orders $1.8 million was received in 2013 for the 2014 program and $1.5 million for the 2013 program. All cash for the orders and royalties was received by December 31, 2013. The 2013 program was amended by ABG so that it would not expire at December 31, 2013. Rather than having all program kits expire at December 31, 2013, cash received from the orders will remain in deferred revenue until the tests are returned and processed. | |
On September 21, 2012, the Company entered into a License Agreement with Access Business Group International LLC (“ABGI”), an affiliate of Pyxis. Pursuant to the License Agreement, the Company has granted ABGI and its affiliates a non-exclusive license to use the technology related to Interleukin’s Weight Management genetic test and to sell the Weight Management test in Europe, Russia and South Africa (the “Territories”). ABGI, or a laboratory designated by ABGI, will be responsible for processing the tests, and the Company will receive a royalty for each test sold, which royalty will increase if certain pending patent applications are issued. The License Agreement has an initial term of five years from the date of first commercial sale of the Weight Management test under the agreement. Thereafter, the term will automatically renew for additional one-year periods unless at least 60 days prior notice is delivered by either party. As of December 31, 2013 $198,960 related to license fees has been received. | |
In connection with the execution of the License Agreement, the Company and ABGI also entered into a Professional Services Agreement (the “PSA”) pursuant to which the Company has agreed to provide services to ABGI in connection with its sale and processing of the tests within the Territories. Services will be provided pursuant to a statement of work to be entered into from time to time between the parties. Such statements of work will also specify the fees to be paid by ABGI to Interleukin for such services. The PSA has no set term and may be terminated by either party, subject to certain conditions. To date, the Company has earned $5,250 in fees from this agreement. | |
For years ended December 31, 2013 and 2012, approximately 36% and 65%, respectively, of our revenue came from sales through our Merchant Network and Channel Partner Agreement with Amway Global, a subsidiary of Alticor, and 40% and 0%, respectively, of our revenue came from sales through ABG’s promotional product bundle program. | |
On February 25, 2013, the Company entered into a Preferred Participation Agreement with RHSC, for itself and on behalf of certain of its affiliates and subsidiaries. RHSC is a related party through its affiliation with Delta Dental of Michigan, Inc. (“DDMI”), a stockholder of the Company.Pursuant to this agreement, affiliates of RHSC agreed to reimburse the Company a fixed price for each PerioPredict™ (formerly PST®) genetic test that the Company processed for a customer of affiliates of RHSC. In addition, if during the term of the agreement the Company offered the PerioPredict™ test to any other person or party for a lower price, such lower price would then be applicable to tests processed for a customer of such affiliates of RHSC for the remainder of the term of the agreement. The pricing arrangement was subject to the satisfaction of certain milestones, including that (1) within a specified timeframe, RHSC affiliates were to develop and offer dental benefit plans for which a significant portion of such affiliate's clients are eligible that provided for use of the PerioPredict™ test and reimbursement of the test at the agreed upon price (each such plan, hereinafter referred to as a “Reimbursed Dental Plan”) and (2) prior to a specified date, RHSC affiliates were to have sold policies for Reimbursed Dental Plans for the year beginning January 1, 2014. The Company agreed that for a one year period beginning on the date on which RHSC affiliates first offered a Reimbursed Dental Plan, it would make the PerioPredict™ test available solely to RHSC affiliates and not to any other third party or person. This agreement had a term of three years beginning on February 25, 2013. | |
On November 1, 2013, the Company entered into an Amended and Restated Preferred Participation Agreement with RHSC, for itself and on behalf of certain of its affiliates and subsidiaries.Pursuant to this agreement, affiliates of RHSC have agreed to reimburse the Company a fixed price for each PerioPredict™ genetic test that the Company processes for a customer of affiliates of RHSC. In addition, if during the term of the agreement the Company offers the PerioPredict™ test to any other person or party for a lower price, such lower price shall then be applicable to tests processed for a customer of such affiliates of RHSC for the remainder of the term of the agreement. RHSC and its affiliates will continue to receive the preferred pricing (or any lower market price during the term) only for so long as affiliates of RHSC continue to: (a) work to develop and to offer Reimbursed Dental Plans for which a significant portion of employees of RHSC’s affiliates’ customers are eligible; and (b) exercise their commercially-reasonable best efforts to maximize the number of customers that offer a Reimbursed Dental Plan. In addition, under the terms of the amended agreement, the Company is no longer obligated to make the PerioPredict™ test available solely to RHSC affiliates and not to any other third party or person. This amended agreement has a term of three years beginning February 25, 2013, unless terminated earlier (1) upon the mutual written agreement of us and RHSC, (2) if either party becomes the subject of bankruptcy, insolvency, liquidation or other similar proceedings, or (3) in the event of an uncured breach of the amended agreement by either party. | |
The timing of any revenues that the Company may receive under the amended agreement with RHSC is dependent upon the timing of the offering of Reimbursed Dental Plans, which timing is very uncertain at this time and is dependent on a viable market developing for such plans. The Company currently expects the launch of the PerioPredict™ genetic test with RHSC will occur in a phased approach. The Company expects RHSC in early 2014 to partner with smaller group plans. In the latter half of 2014 and in 2015, RHSC is expected to offer dental plans that incorporate our genetic test to a broader group of employer customers. The Company does not expect to receive any significant revenues under this agreement until the fourth quarter of 2014 or early in 2015, at the earliest, and the timing of any such revenues may be substantially later. We may never receive significant revenues under this agreement. | |
Convertible_Debt
Convertible Debt | 12 Months Ended |
Dec. 31, 2013 | |
Convertible Debt [Abstract] | ' |
Convertible Debt | ' |
Note 5—Convertible Debt | |
On August 17, 2006, our credit facility with Pyxis was amended to provide the Company with access to approximately $14.3 million of additional working capital borrowings. Any amounts borrowed thereunder accrued interest at the prime rate and required quarterly interest payments. The principal amount of any borrowing under this credit facility was convertible at Pyxis’ election into a maximum of 2,521,222 shares of common stock, reflecting a conversion price of $5.6783 per share. | |
This credit facility had been modified several times, including on November 29, 2012, to extend the due date to March 31, 2014. | |
Immediately prior to the closing of the private placement of common stock on May 17, 2013, Pyxis converted all of the principal amount of debt outstanding into 2,521,222 shares of common stock. Accordingly, there is no convertible debt outstanding at December 31, 2013. | |
Fixed_Assets
Fixed Assets | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Assets [Abstract] | ' | |||||||||
Fixed Assets | ' | |||||||||
Note 6—Fixed Assets | ||||||||||
The useful lives and balances of fixed assets at December 31, 2013 and 2012 consisted of the following: | ||||||||||
Useful Life | 2013 | 2012 | ||||||||
Computer software, computer equipment and office | 3 years | $ | 272,659 | $ | 314,717 | |||||
equipment | ||||||||||
Laboratory equipment | 5 years | 1,452,669 | 1,225,770 | |||||||
Furniture and fixtures | 5 years | 40,349 | 40,349 | |||||||
Leasehold improvements | 5 years | 309,618 | 303,258 | |||||||
Website development | 3 years | 270,678 | 270,678 | |||||||
Projects in Progress | 525,988 | –– | ||||||||
Equipment under capital leases | 3 to 5 years | — | 22,920 | |||||||
2,871,961 | 2,177,692 | |||||||||
Less — Accumulated depreciation and amortization | -2,027,355 | -2,050,746 | ||||||||
Total | $ | 844,606 | $ | 126,946 | ||||||
Depreciation and amortization expense was $120,033 and $167,065, for the years ended December 31, 2013 and 2012, respectively. Fully depreciated assets of $143,000 were retired at December 31, 2013. | ||||||||||
Intangible_Assets
Intangible Assets | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Intangible Assets [Abstract] | ' | |||||||
Intangible Assets | ' | |||||||
Note 7—Intangible Assets | ||||||||
Intangible assets at December 31, 2013 and 2012 consisted of the following: | ||||||||
2013 | 2012 | |||||||
Patent costs | $ | 1,154,523 | $ | 1,154,523 | ||||
Less — Accumulated amortization | -864,658 | -755,392 | ||||||
Total | $ | 289,865 | $ | 399,131 | ||||
Patent amortization expense was $109,266 and $115,453 for the years ended December 31, 2013 and 2012, respectively. | ||||||||
Patent costs which are being amortized on a straight-line basis over a 10-year life, are scheduled to amortize as follows: | ||||||||
Year Ending December 31, | ||||||||
2014 | 94,100 | |||||||
2015 | 77,656 | |||||||
2016 | 61,119 | |||||||
2017 | 42,229 | |||||||
2018 | 14,761 | |||||||
$ | 289,865 | |||||||
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accrued Liabilities, Current [Abstract] | ' | |||||||
Accrued Expenses | ' | |||||||
Note 8—Accrued Expenses | ||||||||
Accrued expenses at December 31, 2013 and 2012 consisted of the following: | ||||||||
2013 | 2012 | |||||||
Payroll and vacation | $ | 198,968 | $ | 121,362 | ||||
Other | 53,985 | 44,383 | ||||||
Total accrued expenses | $ | 252,953 | $ | 165,745 | ||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Commitments and Contingencies [Abstract] | ' | ||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||
Note 9—Commitments and Contingencies | |||||||||||||||||
Off-Balance Sheet Arrangements | |||||||||||||||||
The Company has no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on its financial condition, results of operations or cash flows. | |||||||||||||||||
Employment Agreements | |||||||||||||||||
On February 14, 2011, the Company entered into an employment agreement with Lewis H. Bender, its then Chief Executive Officer. The agreement replaced and superseded the employment agreement between the Company and Mr. Bender that expired by its terms on January 22, 2011. The agreement automatically renewed for a one year period on February 14, 2012. The agreement also provided that Mr. Bender would serve as a member of the Company’s Board of Directors for as long as he served as the Company’s Chief Executive Officer, subject to any required approval of the Company’s shareholders. | |||||||||||||||||
On August 23, 2012, Mr. Bender notified the Board of Directors of the Company of his intention to resign as the Chief Executive Officer and as a member of the Board of Directors effective immediately. In connection with his resignation, on September 14, 2012, the Company entered into a Separation Agreement with Mr. Bender. Pursuant to the terms and conditions of the Separation Agreement, Mr. Bender received seven months of base salary, continuation of health insurance benefits through February 28, 2013 and extension of the date through which vested options at the date of his resignation could be exercised to September 14, 2013. The costs associated with Mr. Bender’s resignation, including costs associated with the modification of stock options, are reflected in the accompanying 2012 financial statements. | |||||||||||||||||
On April 25, 2012, the Company executed an amendment, effective as of March 31, 2012, to the Employment Agreement dated as of November 12, 2008 by and between the Company and Kenneth S. Kornman, its then President and Chief Scientific Officer to extend the term through November 30, 2012. In connection with Mr. Bender’s resignation on August 23, 2012, the Board of Directors appointed Dr. Kornman as Chief Executive Officer in addition to his role as President and Chief Scientific Officer. The Board of Directors also appointed Dr. Kornman as a director to fill the vacancy created by Mr. Bender’s resignation. On November 29, 2012, the Company entered into a second amendment to Dr. Kornman’s employment agreement to extend the term through November 30, 2015. | |||||||||||||||||
On December 21, 2012, The Compensation Committee of the Board of Directors of the Company approved a Bonus Plan (the “Bonus Plan”) for the Company’s executives. Under the terms of the Bonus Plan: | |||||||||||||||||
1 | Executives are not entitled to a non-discretionary bonus for the year ending December 31, 2013. | ||||||||||||||||
2 | Provided the Company meets certain earnings and revenue targets for the six months ending June 30, 2014 and Executive is employed by the Company as of June 30, 2014, Executive shall receive a bonus equal to 30% of such Executive’s base salary. | ||||||||||||||||
3 | Provided the Company meets certain earnings and revenue targets for the year ending December 31, 2014 and Executive is employed by the Company as of December 31, 2014, Executive shall receive a bonus equal to 15% of such Executive’s base salary. | ||||||||||||||||
On February 26, 2014, The Compensation Committee of the Board of Directors of the Company approved an Employee Bonus Plan (the “Employee Bonus Plan”) that replaces the Bonus Plan approved on December 21, 2012. Under the Employee Bonus Plan bonuses may be awarded upon the achievement of corporate goals, however, the Compensation Committee has absolute discretion as to whether bonuses will be awarded and the size of any bonus, notwithstanding whether any such corporate goals are met or not. | |||||||||||||||||
On December 21, 2012, Dr. Kornman was granted an option to purchase 300,000 shares of the Company’s common stock at an exercise price of $0.34, the fair value of the Company’s stock on the grant date of the option. The option will vest in three installments of 75,000, 100,000 and 125,000 shares on each of the first three anniversaries of the grant date. Also on December 21, 2012, the Company’s Chief Financial Officer, Eliot M. Lurier, was granted an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.34, the fair value of the Company’s stock on the grant date of the option. The option will vest in three installments of 50,000, 66,000 and 84,000 shares on each of the first three anniversaries of the grant date. | |||||||||||||||||
On December 26, 2012, the Company entered into an employment agreement with Scott Snyder for the position of Chief Marketing Officer beginning on January 2, 2013. The agreement provides for a minimum annual base salary of $265,000, and for 2013 and 2014 he is eligible for a bonus pursuant to the Bonus Plan as set forth above. For 2015 and any subsequent year in which he is employed, he is eligible for a bonus of up to 30% of his base salary, based on factors such as the Company’s evaluation of individual performance, the Company’s financial performance, economic conditions generally, and the policy terms applicable to such bonus. Mr. Snyder is entitled to a maximum of $34,000 in expense reimbursement in calendar year 2013, and an additional $16,000 for the six months ending June 30, 2014, for travel and housing expenses from his residence to the Company’s offices. Upon hire, Mr. Snyder was granted an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.29, the fair value of the Company’s stock on January 2, 3013, the grant date of the option. The option will vest in three installments of 50,000, 66,000 and 84,000 shares on each of the first three anniversaries of the grant date. | |||||||||||||||||
Mr. Snyder’s agreement is terminable at will by the Company or Mr. Snyder. If the Company terminates Mr. Snyder without cause, then the Company will pay Mr. Snyder, in addition to any accrued, but unpaid compensation prior to termination, an amount equal to six months of his base salary in effect at the time of the termination. | |||||||||||||||||
On October 22, 2013, Dr. Kornman was granted an option to purchase 2,250,000 shares of the Company’s common stock, Mr. Lurier was granted an option to purchase 750,000 shares and Mr. Snyder was granted an option to purchase 675,000 shares. Each such option has an exercise price of $0.3799, the fair value of the Company’s common stock on the grant date of the option and will vest as to ¼ of the shares on the first anniversary of the grant date, and as to 1/36 of the remaining shares at the end of each month thereafter beginning on October 31, 2014. | |||||||||||||||||
Operating Leases | |||||||||||||||||
The Company leases its office and laboratory space under a non-cancelable operating lease expiring on March 31, 2014. On May 24, 2010, the Company completed a sublease of approximately 6,000 square feet of office and laboratory space which also expires on March 31, 2014. | |||||||||||||||||
Future minimum lease commitments under non-cancelable lease agreements with initial or remaining terms of one year or more at December 31, 2013, are as follows: | |||||||||||||||||
Year Ending | Master Space | Sublease | Net Master | Office | Total | ||||||||||||
December 31, | Lease | Space Lease | Equipment | Payments, Net | |||||||||||||
2014 | 118,749 | -37,569 | 81,180 | 6,336 | 87,516 | ||||||||||||
Thereafter | — | — | — | 1,056 | 1,056 | ||||||||||||
$ | 118,749 | $ | -37,569 | $ | 81,180 | $ | 7,392 | $ | 88,572 | ||||||||
Rent expense was $331,916 and $338,221 for the years ended December 31, 2013 and 2012, respectively. | |||||||||||||||||
Capital_Stock
Capital Stock | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Capital Stock [Abstract] | ' | |||||||
Capital Stock | ' | |||||||
Note 10—Capital Stock | ||||||||
Authorized Preferred and Common Stock | ||||||||
At December 31, 2013, the Company had authorized 6,000,000 shares of $0.001 par value preferred stock. The Company had authorized 300,000,000 shares of $0.001 par value common stock of which 198,521,806 shares were outstanding or reserved for issuance. Of those, 122,448,707 shares were outstanding; 6,288,950 shares were reserved for the potential exercise of outstanding stock options and for shares of common stock available for future grants under our stock plan; 638,887 shares were reserved for the potential exercise of rights held under the Employee Stock Purchase Plan; 1,750,000 shares were reserved for the exercise of outstanding warrants to purchase common stock at an exercise price of $1.30 per share which are exercisable currently until March 5, 2015; 437,158 shares were reserved for the exercise of outstanding warrants to purchase common stock at an exercise price of $0.2745 per share which are exercisable currently until June 29, 2017; 35,081,967 shares were reserved for the exercise of outstanding warrants to purchase common stock at an exercise price of $0.2745 per share, of which approximately 20,655,737 are currently exercisable until May 17, 2020 and the remaining are currently exercisable until August 9, 2020; and 31,876,137 shares are reserved for issuance of shares of common stock and warrants to purchase shares of common stock pursuant to the rights each investor in the May 2013 Private Placement to purchase any time prior to June 30, 2014 its pro rata share of up to an aggregate of $5,000,000 of additional shares of common stock and warrants on the same terms as those in the May 2013 Private Placement. | ||||||||
On June 29, 2012, the Company entered into an agreement with Pyxis to exchange the 5,000,000 shares of Series A Convertible Preferred Stock held by Pyxis for 5,000,000 shares of Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Stock”) and filed a new Certificate of Designation, Preferences and Rights of Preferred Stock with the State of Delaware for the Series A-1 Preferred Stock and Series B Convertible Preferred Stock (the “Series B Preferred Stock” and, with the Series A-1 Preferred Stock, the “Preferred Stock”). Concurrently therewith, the Company completed a financing with Delta Dental of Michigan, Inc. (“DDMI”) pursuant to which DDMI purchased 500,000 shares of Series B Preferred Stock for gross proceeds of $3,000,000. Net proceeds to the Company after fees and expenses were approximately $2.7 million. In addition, fully vested warrants to purchase 437,158 shares of common stock at an exercise price of $0.2745 per share were issued to the placement agent in the transaction. These warrants expire in five years. For purposes of determining the fair value of these warrants, the Black-Scholes pricing model was used with the following assumptions: | ||||||||
Risk-free interest rate | 1 | % | ||||||
Expected life | 5 years | |||||||
Expected volatility | 142.36 | % | ||||||
Dividend yield | 0 | % | ||||||
Using these assumptions, the fair value of the warrants is $104,907. | ||||||||
In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, the holders of the Preferred Stock were entitled to receive on a pari passu basis, prior and in preference to any distribution of any of the Company’s assets or surplus funds to the holders of its common stock by reason of their ownership thereof, the amount of two times the then-effective purchase price per share, as adjusted for any stock dividends, combinations or splits with respect to such shares, plus all declared but unpaid dividends on such shares for each share of Preferred Stock then held by them. The liquidation preference for the Preferred Stock at May 17, 2013, prior to the financing, was $24,000,000 in the aggregate, reflecting a liquidation preference of $18,000,000 for the Series A-1 Preferred Stock and $6,000,000 for the Series B Preferred Stock. After receiving this amount, the holders of the Preferred Stock were entitled to participate on an as-converted basis with the holders of common stock in any of the remaining assets. | ||||||||
Each share of Series A-1 Preferred Stock was convertible at any time at the option of the holder into a number of shares of the Company’s common stock determined by dividing the then-effective purchase price ($1.80, and subject to adjustment) by the conversion price in effect on the date the certificate was surrendered for conversion. The Series A-1 Preferred Stock was convertible into 28,160,200 shares of common stock reflecting a conversion price of $0.3196 per share. Each share of Series B Preferred Stock was convertible at any time at the option of the holder into a number of shares of the Company’s common stock determined by dividing the then-effective purchase price ($6.00, and subject to adjustment) by the conversion price in effect on the date the certificate was surrendered for conversion. The Series B Preferred Stock was convertible into 10,928,961 shares of common stock reflecting a conversion price of $0.2745 per share. All shares of Preferred Stock were converted to common stock on May 17, 2013 in connection with the private placement described below, resulting in the issuance of 39,089,161 shares of common stock. As of December 31, 2013 no shares of preferred stock are issued and outstanding. | ||||||||
Each holder of Preferred Stock was entitled to vote its shares of Preferred Stock on an as-converted basis with the holders of common stock as a single class on all matters submitted to a vote of the stockholders, except as otherwise required by applicable law. This means that each share of Preferred Stock was entitled to a number of votes equal to the number of shares of common stock into which was convertible on the applicable record date. | ||||||||
On May 17, 2013, the Company entered into a Common Stock Purchase Agreement with various accredited investors (the “Purchasers”), pursuant to which the Company sold securities to the Purchasers in a private placement transaction. The Company sold an aggregate of 43,715,847 shares of its common stock, at a price of $0.2745 per share for gross proceeds of $12,000,000. The Purchasers also received warrants to purchase up to an aggregate of 32,786,885 shares of Common Stock at an exercise price of $0.2745 per share (the “Warrants”). The Warrants were exercisable as to 63% of the shares immediately and as to 37% of the shares following receipt of shareholder approval of a share authorization increase and have a term of seven years from the date they become exercisable. For Warrants that were exercisable upon shareholder approval of an increase in the Company’s authorized shares of common stock, the Company recorded a non-current liability at June 30, 2013 based on the allocation of the relative fair values of the common stock and Warrants issued in the private placement. In addition, the Company recognized non-cash interest expense of $286,579 representing the increase in the fair value of the warrant liability from the date of issuance to June 30, 2013. On August 9, 2013, the Company’s shareholders’ approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock from 150,000,000 to 300,000,000 shares. Following the shareholder approval of the increase in authorized shares on August 9, 2013 the Company filed a certificate of amendment with the Delaware Secretary of State, which provided for adequate authorized shares for all potential common stock equivalents issued pursuant to the financing on May 17, 2013. As a result, the warrant liability reflected as a non-current liability, in the June 30, 2013 balance sheet was reclassified to shareholders’ equity at its fair value as of August 9, 2013. The fair value of the warrant liability increased by approximately $11,000 from June 30, 2013 to August 9, 2013, and was recorded as an increase to interest expense in the statement of operations for the three months ended September 30, 2013. | ||||||||
For its services in this transaction, the placement agent received cash compensation in the amount of approximately $780,000 and the placement agent and an affiliate received warrants to purchase an aggregate of 2,295,082 shares of common stock, at an exercise price of $0.2745 per share (the “Placement Agent Warrants”). The Placement Agent Warrants became exercisable on August 9, 2013, following shareholder approval of an increase in the Company’s authorized shares of common stock and expire August 9, 2020. The cash compensation and the fair value of the warrants were recorded as issuance costs resulting in a reduction to shareholders’ equity. | ||||||||
For purposes of determining the fair value of the warrants exercisable upon shareholder approval of an increase in the Company’s authorized shares, the Black-Scholes pricing model was used with the following assumptions: | ||||||||
May 17, 2013 | June 30, 2013 | August 9, 2013 | ||||||
Risk-free interest rate | 1.35 | % | 1.58 | % | 2.53 | % | ||
Expected life | 4 years | 4 years | 4 years | |||||
Expected volatility | 144.63 | % | 145.62 | % | 146.19 | % | ||
Dividend Yield | 0 | % | 0 | % | 0 | % | ||
Using these assumptions, the fair value of the warrants is $5,072,129 on May 17, 2013, $5,358,708 on June 30, 2013 and $5,369,676 on August 9, 2013. | ||||||||
In connection with this private placement, all preferred stockholders converted their shares of Preferred Stock to common stock in accordance with the terms noted above resulting in the issuance of 39,089,161 shares of common stock. | ||||||||
In addition, pursuant to the Common Stock Purchase Agreement, each Purchaser has the right, at any time on or before June 30, 2014, to purchase at one or more subsequent closings its pro rata share of up to an aggregate of $5,000,000 of additional shares of common stock and warrants on the same terms and conditions as those set forth above. If, prior to June 30, 2014, investors have not purchased their entire pro rata share of such additional investment of $5,000,000, those who have purchased their entire pro rata share of the additional investment, will be entitled to purchase the unsold portion of the additional investment. | ||||||||
Registration Rights Agreement | ||||||||
On May 17, 2013, the Company also entered into a Registration Rights Agreement with the Purchasers, Pyxis, DDMI and the placement agent, pursuant to which the Company was required to file a registration statement on Form S-1 within 45 days to cover the resale of (i) the shares sold to the Purchasers and the shares of common stock underlying the Warrants, (ii) the shares of common stock issued to Pyxis upon conversion of the Series A-1 Preferred Stock and the convertible debt, (iii) the shares of common stock issued to DDMI upon the conversion of the Series B Preferred Stock, and (iv) the shares of common stock underlying the Placement Agent Warrants. The Company filed the registration statement on July 1, 2013, and it was declared effective on August 9, 2013. | ||||||||
In addition, within 45 days following June 30, 2014, the Company will be required to file a registration statement to cover the resale of (i) any shares of common stock sold to the Purchasers pursuant to the additional investment and the shares of common stock underlying any warrants issued to Purchasers pursuant to such additional investment, and (ii) shares of common stock underlying any additional warrants issued to the placement agent in connection with the additional investment. | ||||||||
StockBased_Compensation_Arrang
Stock-Based Compensation Arrangements | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Stock-Based Compensation Arrangements [Abstract] | ' | |||||||||||||||
Stock-Based Compensation Arrangements | ' | |||||||||||||||
Note 11—Stock-Based Compensation Arrangements | ||||||||||||||||
In June 2004, the Company’s shareholders approved the adoption of the 2004 Employee Stock Compensation Plan (the 2004 Plan). The 2004 Plan provides for the award of nonqualified and incentive stock options, restricted stock, and stock awards to employees, directors, officers, and consultants of the Company. A total of 4,000,000 shares of the Company’s common stock had been reserved for award under the 2004 Plan At the Company’s 2011 annual meeting stockholders approved an amendment to the 2004 Employee, Director and Consultant Stock Plan increasing the aggregate number of shares of common stock which may be offered under the plan by an additional 2,000,000 shares. | ||||||||||||||||
On August 9, 2013, the Company’s shareholders’ approved the 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan”). The 2013 Plan will allow for the issuance of up to 8,860,000 additional shares of our common stock pursuant to awards granted under the 2013 Plan and will allow for the issuance of up to a maximum of 2,435,500 shares of common stock that are represented by options outstanding under our 2004 Plan, that expire or are cancelled without delivery of shares of common stock on or after the date of stockholder approval of the 2013 Plan. At December 31, 2013, the Company had an aggregate of 4,698,700 shares of common stock available for grant under the 2013 Plan. As of December 31, 2013, the Company granted 4,693,800 stock options under the 2013 Plan. | ||||||||||||||||
Stock Option Grants | ||||||||||||||||
It is the Company’s policy to grant stock options with an exercise price equal to the fair market value of the Company’s common stock at the grant date. Historically, the majority of the Company’s stock options have been granted in connection with the employee’s start date with the Company. In addition, the Company may grant stock options in recognition of promotion and/or performance. | ||||||||||||||||
Nonqualified and incentive stock options with a life of 10 years are granted at exercise prices equal to the fair market value of the common stock on the date of grant. Options generally vest ratably over a period of three to five years based upon continuous service. | ||||||||||||||||
For purposes of determining the stock-based compensation expense for stock option awards in 2013 and 2012, the Black-Scholes option-pricing model was used with the following weighted-average assumptions: | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Risk-free interest rate | 1.56 | % | 0.66 | % | ||||||||||||
Expected life | 5.73 years | 5.73 years | ||||||||||||||
Expected volatility | 144.35 | % | 140.32 | % | ||||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||||
Using these assumptions, the weighted average grant date fair value of options granted in 2013 and 2012 was $0.34 and $0.33, respectively. | ||||||||||||||||
Restricted Stock Awards | ||||||||||||||||
Holders of restricted stock awards participate fully in the rewards of stock ownership of the Company, including voting and dividend rights. Recipients of restricted stock awards are generally not required to pay any consideration to the Company for these restricted stock awards. The Company measures the fair value of the shares based on the last reported price at which the Company’s common stock traded on the date of the grant and compensation cost is recognized over the remaining service period. During each of the years ended December 31, 2013 and 2012, the Company granted no restricted stock awards. | ||||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||||
Purchases made under the Company’s Employee Stock Purchase Plan are deemed to be compensatory because employees may purchase stock at a price equal to 85% of the fair market value of the Company’s common stock on either the first day or the last day of a calendar quarter, whichever is lower. During the three months ended June 30, 2012, the remaining shares were cancelled with the termination of the plan. At the Company’s 2012 annual meeting the stockholders approved a new Employee Stock Purchase Plan, pursuant to which 750,000 shares of common stock are authorized to be issued. During the years ended December 31, 2013 and 2012, employees purchased 111,113 and 52,158 shares of common stock at a weighted-average purchase price of $0.29 and $0.17, while the weighted-average fair value was $0.34 and $0.20 per share, resulting in compensation expense of $5,522 and $1,332, respectively. | ||||||||||||||||
The following table details stock option and restricted stock activity for the years ended December 31, 2013 and 2012. | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Shares | Weighted Avg. | Shares | Weighted Avg. | |||||||||||||
Exercise | Exercise | |||||||||||||||
Price | Price | |||||||||||||||
Outstanding, beginning of period | 2,302,000 | $ | 1.06 | 2,228,067 | $ | 1.14 | ||||||||||
Granted | 4,693,800 | 0.38 | 581,000 | 0.36 | ||||||||||||
Stock options exercised | -252,000 | 0.32 | –– | –– | ||||||||||||
Restricted stock exercised | -2,500 | 0 | -2,500 | 0 | ||||||||||||
Forfeited/Expired | -857,250 | 1.87 | -504,567 | 0.6 | ||||||||||||
Outstanding, end of period | 5,884,050 | $ | 0.43 | 2,302,000 | $ | 1.06 | ||||||||||
Exercisable, end of period | 588,750 | $ | 0.89 | 1,376,950 | $ | 1.49 | ||||||||||
The following table details further information regarding stock options and restricted stock outstanding and exercisable at December 31, 2013: | ||||||||||||||||
Stock Options/Restricted Stock Outstanding | Stock Options/Restricted Stock | |||||||||||||||
Exercisable | ||||||||||||||||
Range of Exercise Price: | Shares | Weighted Avg. | Weighted Avg. | Shares | Weighted Avg. | |||||||||||
remaining | Exercise | Exercise | ||||||||||||||
contractual life | Price | Price | ||||||||||||||
(years) | ||||||||||||||||
$0.01–$1.00 | 5,747,800 | 9.42 | $ | 0.38 | 452,500 | $ | 0.45 | |||||||||
$1.01–$2.00 | 85,000 | 4.3 | 1.44 | 85,000 | 1.44 | |||||||||||
$2.01–$3.00 | –– | –– | –– | –– | –– | |||||||||||
$3.01–$4.00 | 30,000 | 0.96 | 3.65 | 30,000 | 3.65 | |||||||||||
$4.01–$5.00 | 21,250 | 0.5 | 4.1 | 21,250 | 4.1 | |||||||||||
5,884,050 | 9.27 | $ | 0.43 | 588,750 | $ | 0.88 | ||||||||||
Aggregate intrinsic value | $ | 22,485 | $ | 0 | ||||||||||||
The aggregate intrinsic value in the preceding table is based on the last reported price at which the Company’s common stock traded on December 31, 2013, of $0.35. | ||||||||||||||||
The following table summarizes the status of the Company’s non-vested options for the years ended December 31, 2013 and 2012: | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Shares | Weighted Avg | Shares | Weighted Avg | |||||||||||||
Exercise | Exercise | |||||||||||||||
Price | Price | |||||||||||||||
Non-vested options, | 925,050 | $ | 0.42 | 1,128,250 | $ | 0.57 | ||||||||||
beginning of year | ||||||||||||||||
Granted | 4,693,800 | 0.38 | 581,000 | 0.36 | ||||||||||||
Vested | -270,300 | 0.48 | -367,600 | 0.65 | ||||||||||||
Forfeited | -53,250 | 0.51 | -416,600 | 0.52 | ||||||||||||
Non-vested options, | 5,295,300 | $ | 0.38 | 925,050 | $ | 0.42 | ||||||||||
end of year | ||||||||||||||||
Total cost for stock-based compensation arrangements is as follows: | ||||||||||||||||
Year Ended December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Stock option grants beginning of period | $ | 92,187 | $ | 182,064 | ||||||||||||
Stock-based arrangements during the period: | ||||||||||||||||
Stock option grants | 100,638 | 6,188 | ||||||||||||||
Restricted stock issued: | ||||||||||||||||
Employee stock purchase plan | 5,522 | 1,332 | ||||||||||||||
Director agreements | -540 | 2,244 | ||||||||||||||
$ | 197,807 | $ | 191,828 | |||||||||||||
As of December 31, 2013 and 2012, there was approximately $1,517,607 and $266,718 respectively, of total unrecognized compensation related to non-vested share-based compensation arrangements granted under the Company’s stock plans. That cost is expected to be recognized over a weighted average period of approximately 1.7 years. | ||||||||||||||||
In connection with the resignation of the Company’s former Chief Executive Officer, the Company as part of the Separation Agreement agreed to extend the expiration date of vested options until September 14, 2013. This change resulted in a modification of stock option terms per ASC 718 resulting in an additional stock compensation cost of $102,307, reflected in the December 31, 2012 financial statements. See Note 10. | ||||||||||||||||
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Employee Benefit Plan | ' |
Note 12—Employee Benefit Plan | |
The Company sponsors a profit sharing plan covering substantially all of its employees. The profit sharing plan allows for pre-tax employee contributions. The Company may, at the discretion of the Board of Directors, match a portion of the participant contributions. The Company currently contributes 25% of any amount employees contribute, up to a maximum of $1,500 per participant per calendar year. Company contributions vest over a period of five years based on the participant’s initial service date with the Company. During the years ended December 31, 2013 and 2012, $8,841 and $10,663, respectively, was contributed by the Company to the plan. | |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Taxes | ' | |||||||
Note 13—Income Taxes | ||||||||
For the years ended December 31, 2013 and 2012, the Company recorded no tax provision or benefit. While the Company has incurred losses from operations it has not recorded an income tax benefit for 2013 or 2012 as it has recorded a valuation allowance against net operating losses and other net deferred tax assets due to uncertainties related to the realizability of these tax assets. | ||||||||
Deferred tax assets and liabilities are determined based on the difference between financial statement and tax bases using enacted federal and state tax rates in effect for the year in which the differences are expected to reverse. As of December 31, 2013 and 2012, the approximate income tax effect of the Company’s deferred tax assets (liabilities) consisted of the following: | ||||||||
2013 | 2012 | |||||||
Deferred tax asset: | ||||||||
Tax effect of: | ||||||||
Net operating loss carryforwards | $ | 25,504,000 | $ | 27,926,000 | ||||
Accrued expenses | 49,000 | 21,000 | ||||||
Amortization of definite lived intangible assets | 15,000 | 16,000 | ||||||
Non-qualified stock option compensation | 69,000 | 248,000 | ||||||
Depreciation | 123,000 | 121,000 | ||||||
Other | 297,000 | 227,000 | ||||||
Patents | -114,000 | -158,000 | ||||||
State net operating loss carryforwards, net of federal tax benefit | 19,000 | 428,000 | ||||||
Research tax credit carryforwards | 2,223,000 | 2,080,000 | ||||||
Total deferred tax assets | 28,185,000 | 30,909,000 | ||||||
Valuation allowance | -28,185,000 | -30,909,000 | ||||||
Net deferred tax assets | $ | - | $ | - | ||||
As of December 31, 2013, the Company had gross net operating loss (NOL) and research tax credit carryforwards of approximately $77.6 million and $1.6 million, respectively, for federal income tax purposes, expiring in varying amounts through the year 2033. Of the $77.6 million NOL carryforward, $2.5 million relates to stock-based compensation and has not been reflected in the deferred taxes and when the benefit of these losses, if any, is realized, the Company will credit additional paid in capital. | ||||||||
As of December 31, 2013, the Company had gross NOL and research tax credit carryforwards of approximately $450,000 and $960,000 for state income tax purposes, expiring in varying amounts through the year 2033. | ||||||||
The Company’s ability to use its NOL and tax credit carryforwards to reduce future taxes is subject to the restrictions provided by Section 382 of the Internal Revenue Code of 1986. These restrictions provide for limitations on the Company’s utilization of its NOL and tax credit carryforwards following a greater than 50% ownership change during the prescribed testing period. Beginning on March 5, 2003, the Company had such a change. As a result, all of the Company’s NOL carryforwards as of that date are limited as to utilization. The annual limitation may result in the expiration of certain of the carryforwards prior to utilization. | ||||||||
The benefit for income taxes differs from the federal statutory rate due to the following: | ||||||||
2013 | 2012 | |||||||
Tax at statutory rate | -34 | % | -34 | % | ||||
State taxes, net of federal benefit | 0 | 0 | ||||||
Research and development credit | -1.7 | 0.1 | ||||||
Share based payment expense | 0.7 | 0.9 | ||||||
Other | 3 | 1.4 | ||||||
Removal of deferred tax asset on federal net operating losses | 64.1 | 26.9 | ||||||
Establishment of deferred tax asset on state net operating | 6.4 | -9.6 | ||||||
losses and state deferred taxes, net of federal income tax | ||||||||
benefits | ||||||||
Change in valuation allowance | -38.6 | 14.3 | ||||||
Effective tax rate | 0 | % | 0 | % | ||||
Risks_and_Uncertainties
Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2013 | |
Risks and Uncertainties [Abstract] | ' |
Risks and Uncertainties | ' |
Note 14—Risks and Uncertainties | |
The Company develops genetic risk assessment tests and performs research for its own benefit. As of December 31, 2013, the Company has introduced four genetic risk assessment tests commercially. Commercial success of the Company’s genetic risk assessment tests will depend on their success as being deemed to be scientifically credible and cost-effective by consumers and the marketing success of the Company and its collaborative partners. | |
Research in the field of disease predisposing genes and genetic markers is intense and highly competitive. The Company has many competitors in the United States and abroad that have considerably greater financial, technical, marketing, and other resources available. If the Company does not discover disease predisposing genes or genetic markers and develop risk assessment tests and launch such services or products before its competitors, then the potential for significant revenues may be reduced or eliminated. | |
During the years ended December 31, 2013 and 2012, approximately 36% and 65%, respectively, of our revenue came from sales through our Merchant Network and Channel Partner Agreement with Amway Global, a subsidiary of Alticor, and 40% and 0%, respectively, of our revenue came from sales through ABG’s promotional product bundle program. | |
Subsequent_Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Event | ' |
Note 15—Subsequent Event | |
On February 7, 2014, the Company entered into the Second Amendment to Commercial Lease which, among other things, extends the term of the lease from March 31, 2014 to March 31, 2017 and reduces the 19,000 square feet, the amount of space under the master lease by approximately 6,011 square feet, to approximately 13,000 square feet, the current space the Company occupies. The 6,011 square feet was the space that the Company had sublet to a third party since April 2010. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Significant Accounting Policies [Abstract] | ' | |||||||
Management Estimates | ' | |||||||
Management Estimates | ||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported periods. Actual results could differ from those estimates. The Company’s most critical accounting policies are more fully discussed in these notes to the financial statements. | ||||||||
Revenue Recognition | ' | |||||||
Revenue Recognition | ||||||||
Revenue from genetic testing services is recognized when there is persuasive evidence of an arrangement, service has been rendered, the sales price is determinable and collectability is reasonably assured. Service is deemed to be rendered when the results have been reported to the individual who ordered the test. To the extent that tests have been prepaid but results have not yet been reported, recognition of all related revenue is deferred. As of December 31, 2013 and 2012, the Company had deferred genetic test revenue of $3.8 million and $1.6 million, respectively. Included in deferred revenue at December 31, 2013 is $584,000 in customer payments in excess of one year old. | ||||||||
During the fourth quarter of 2013, the Company concluded that sufficient historical customer genetic test redemption patterns existed to determine the period of time after which the likelihood of test redemption was remote. Based on the Company’s analysis of the redemption data, the Company estimates that period of time to be three years after the sale of a genetic test kit. Prior to making this determination revenue was recognized only on test kits returned and processed. | ||||||||
Beginning in the fourth quarter of 2013, the Company began to recognize breakage revenue related to genetic tests kits utilizing the remote method. Under the remote method, breakage revenue should be recognized when the likelihood of the customer exercising rights of redemption becomes remote. The term remote requires statistical analysis of customer redemption patterns for all tests sold and returned. The Company analyzed redemption patterns from 2009 through 2013. Included in genetic test revenue in the fourth quarter in 2013 is $213,000 of breakage revenue related to unredeemed genetic test kits from 2009 and 2010. The Company will continue to recognize breakage revenue and the corresponding deferred cost of goods on a quarterly basis based on the historical analysis. | ||||||||
Sales Commissions | ' | |||||||
Sales Commission | ||||||||
The Company accounts for sales commissions due to Amway Global under the Merchant Channel and Partner Agreement in accordance with SEC Staff Accounting Bulletin (“SAB”) 104. Commissions are recorded as an expense at the time they become due which is at the point of sale. The cost of commissions was $367,000 and $726,000 for the years ended December 31, 2013 and 2012, respectively. | ||||||||
Accounts Receivable | ' | |||||||
Accounts Receivable | ||||||||
Accounts receivable is stated at estimated net realizable value, which is generally the invoiced amount less any estimated discount related to payment terms. The Company offers its commercial genetic test customers a 2% cash discount if payment is made by bank wire transfer within 10 days of the invoice date. No accounts receivable reserve is required at December 31, 2013 as all accounts receivable are expected to be collected. | ||||||||
Inventory | ' | |||||||
Inventory | ||||||||
Inventory is carried at lower of cost (first-in, first-out method) or market and no inventory reserve is deemed necessary at December 31, 2013. As the Company does not manufacture any products, no overhead costs are included in inventory. When a kit is sold, the corresponding cost of the kit is recorded as cost of goods sold and removed from inventory. The Company has contracted with a fulfillment provider to supply its PerioPredict™ genetic tests kits to dental offices. The agreement with the provider provides that the vendor will purchase and fulfill all materials related to the genetic test kit and delivery with the Company’s approval. The Company pays for materials and fulfillment charges when the product is shipped. Any kit components remaining at the fulfillment center are reflected in inventory with a corresponding offset to accounts payable. At December 31, 2013, $41,000 of raw materials are at the fulfillment center and reflected in inventory with a corresponding entry to accounts payable. No materials were at the fulfillment center at December 31, 2012. | ||||||||
Inventory consisted of the following at December 31, 2013 and 2012: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Raw materials | $ | 180,948 | $ | 154,485 | ||||
Finished goods | 9,476 | 3,753 | ||||||
Total inventory, net | $ | 190,424 | $ | 158,238 | ||||
Stock-Based Compensation | ' | |||||||
Stock-Based Compensation | ||||||||
The Company accounts for stock-based compensation expense in accordance with FASB ASC 718, Compensation – Stock Compensation. The standard addresses all forms of share-based payment (SBP) awards, including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights. We expense SBP awards within compensation cost for SBP transactions measured at fair value. Compensation cost for the portion of awards for which the requisite service has not been rendered that are outstanding as of the effective date shall be recognized as the requisite service is rendered on or after the effective date. The compensation cost for that portion of awards shall be based on the grant-date fair value of those awards as calculated under the Black-Scholes option pricing model. Common stock purchased pursuant to our employee stock purchase plan will be expensed based upon the fair market value in excess of purchase price. | ||||||||
Income Taxes | ' | |||||||
Income Taxes | ||||||||
The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the financial statements or tax returns. The measurement of current and deferred tax liabilities and assets is based on provisions of the enacted tax law; the effects of future changes in tax laws or rates are not anticipated. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. | ||||||||
Significant management judgment is required in determining the Company’s provision (benefit) for income taxes, its deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. The Company has recorded a full valuation allowance against its deferred tax assets of approximately $28.2 million as of December 31, 2013, due to uncertainties related to its ability to utilize these assets. The valuation allowance is based on management’s estimates of taxable income by jurisdiction in which the Company operates and the period over which the deferred tax assets will be recoverable. In the event that actual results differ from these estimates or management adjusts these estimates in future periods, the Company may need to adjust its valuation allowance, which could materially impact its financial position and results of operations. | ||||||||
Due to changes in Massachusetts corporate income tax regulations enacted in 2009, the Company began filing a combined tax return with certain Alticor affiliated entities, referred to herein as “the unitary group”. The law requires corporations with net operating loss carryforwards to go back to each year in which the loss was generated and recompute the loss as if it occurred on a consolidated basis. The Company was required to include data from the newly formed unitary group as if the unitary group was in place during the loss years. As a result, the losses generated by the Company were significantly reduced through this required computation. Due to a change in common ownership, the Company is no longer qualified to join in a combined filing of the unitary group as of June 29, 2012. Accordingly, the Company ceased filing combined Massachusetts tax returns with the unitary group. The Company estimates that the combined and separate filings will have no impact on the Company's financial condition, results of operations and cash flows. | ||||||||
On January 2, 2013, President Obama signed The American Taxpayer Relief Act of 2012 (H.R. 8) legislation which extended many of the tax provisions that expired in 2011 or 2012. For financial reporting purposes, the tax impact of this legislation is taken into account in the quarter in which the legislation is enacted by Congress and signed into law by the President. Since President Obama signed the bill on January 2, 2013, the financial reporting for these legislative changes occurred in the first quarter, 2013. Therefore, for 2012, no deferred tax asset with respect to the federal R&D tax credit was recorded. In the first quarter 2013, the full deferred tax asset for the 2013 federal R&D tax credit has been recorded as a discrete item. The total impact to 2013 is a deferred tax asset of approximately $61,000 which is fully reserved. | ||||||||
As a result of the Company’s change in its capital structure during the quarter ending June 30, 2013, the Company may have undergone an IRC section 382 ownership change which would limit its ability to realize the benefit of its tax attributes (i.e., federal/state net operating losses and research and development credits) during their respective carry forward periods. Furthermore, pursuant to the change in capital structure, the Company realized cancellation of indebtedness income under IRC section 108(e)(8), which reduced the Company’s federal net operating loss carry-forward pursuant to IRC section 108(b)(2)(A), due to the fact that the Company’s liabilities exceeded the fair market value of its assets. Accordingly, the Company had a reduction in its deferred tax asset and a corresponding reduction in its valuation allowance for the quarter ending June 30, 2013. The cancellation of indebtedness income resulted from a shareholder’s conversion of debt of approximately $14.3 million into common stock of the Company prior to an additional investment by an unrelated investor. | ||||||||
The Company reviews its recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. The Company reviews all material tax positions for all years open to statute to determine whether it is more likely than not that the positions taken would be sustained based on the technical merits of those positions. The Company did not recognize any adjustments for uncertain tax positions as of and during the year ended December 31, 2013. However, if the Company incurred interest and penalties they would be recorded in general and administrative expenses. | ||||||||
Research and Development | ' | |||||||
Research and Development | ||||||||
Research and development costs are expensed as incurred. | ||||||||
Advertising Expense | ' | |||||||
Advertising Expense | ||||||||
Advertising costs are expensed as incurred. During the years ended December 31, 2013 and 2012, advertising expense was $5,000 and $18,000, respectively. | ||||||||
Basic and Diluted Net Loss per Common Share | ' | |||||||
Basic and Diluted Net Loss per Common Share | ||||||||
The Company applies the provisions of FASB ASC 260, Earnings per Share, which establishes standards for computing and presenting earnings per share. Basic and diluted net loss per share was determined by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is the same as basic net loss per share for all the periods presented, as the effect of the potential common stock equivalents is anti-dilutive due to the loss in each period. Potential common stock equivalents excluded from the calculation of diluted net loss per share are as follows: | ||||||||
As of December 31, | ||||||||
2013 | 2012 | |||||||
Options outstanding | 5,884,050 | 2,302,000 | ||||||
Warrants outstanding | 37,269,125 | 2,187,158 | ||||||
Convertible preferred stock | — | 39,089,161 | ||||||
Convertible debt | — | 2,521,222 | ||||||
Total | 43,153,175 | 46,099,541 | ||||||
Comprehensive Income (Loss) | ' | |||||||
Comprehensive Income (Loss) | ||||||||
Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. During the years ended December 31, 2013 and 2012, there were no items other than net loss included in the determination of comprehensive loss. | ||||||||
Fair Value of Financial Instruments | ' | |||||||
Fair Value of Financial Instruments | ||||||||
The Company, using available market information, has determined the estimated fair values of financial instruments. The stated values of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short term nature of these instruments. The fair value of warrants is calculated using the Black-Scholes pricing model. | ||||||||
Cash and Cash Equivalents | ' | |||||||
Cash and Cash Equivalents | ||||||||
The Company maintains its cash and cash equivalents with domestic financial institutions that the Company believes to be of high credit standing. The Company believes that, as of December 31, 2013, its concentration of credit risk related to cash and cash equivalents was not significant. Cash and cash equivalents are available on demand and are generally in excess of FDIC insurance limits. | ||||||||
Fixed Assets | ' | |||||||
Fixed Assets | ||||||||
Fixed assets are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are provided using the straight-line method over estimated useful lives of three to five years. Leasehold improvements are amortized over the estimated useful life of the asset, or the remaining term of the lease, whichever is shorter. | ||||||||
Assets that have not yet been placed in service; have the costs incurred presented as part of Projects in Progress. Once the asset has been placed in service, the related costs are transferred to the appropriate category and depreciation commences. | ||||||||
Impairment of Long-Lived Assets | ' | |||||||
Impairment of Long-Lived Assets | ||||||||
The Company evaluates its long-lived assets, including intangible assets, for impairment whenever events or changes in circumstances indicate that carrying amounts of such assets may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. Any write-downs, based on fair value, are to be treated as permanent reductions in the carrying amount of the assets. The Company determined that no impairment existed related to the Company’s long-lived assets at December 31, 2013 and 2012. | ||||||||
Segment Reporting | ' | |||||||
Segment Reporting | ||||||||
As of December 31, 2013 and 2012, the Company has one segment, the genetic test business. The Company develops genetic tests for sale into the emerging personalized health market and performs testing services that can help individuals improve and maintain their health through preventive measures. The Company’s principal operations and markets are located in the United States. | ||||||||
Recent Accounting Pronouncements | ' | |||||||
Recent Accounting Pronouncements | ||||||||
No recently issued updates or other guidance issued by the FASB through the issuance of these financial statements are expected to have a material impact on the Company’s financial reporting. | ||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Significant Accounting Policies [Abstract] | ' | |||||||
Inventory | ' | |||||||
Inventory consisted of the following at December 31, 2013 and 2012: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Raw materials | $ | 180,948 | $ | 154,485 | ||||
Finished goods | 9,476 | 3,753 | ||||||
Total inventory, net | $ | 190,424 | $ | 158,238 | ||||
Potential Common Stock Equivalents Excluded from Calculation of Diluted Net Loss per Share | ' | |||||||
Potential common stock equivalents excluded from the calculation of diluted net loss per share are as follows: | ||||||||
As of December 31, | ||||||||
2013 | 2012 | |||||||
Options outstanding | 5,884,050 | 2,302,000 | ||||||
Warrants outstanding | 37,269,125 | 2,187,158 | ||||||
Convertible preferred stock | — | 39,089,161 | ||||||
Convertible debt | — | 2,521,222 | ||||||
Total | 43,153,175 | 46,099,541 | ||||||
Fixed_Assets_Tables
Fixed Assets (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Assets [Abstract] | ' | |||||||||
Schedule of useful lives and balances of fixed assets | ' | |||||||||
The useful lives and balances of fixed assets at December 31, 2013 and 2012 consisted of the following: | ||||||||||
Useful Life | 2013 | 2012 | ||||||||
Computer software, computer equipment and office | 3 years | $ | 272,659 | $ | 314,717 | |||||
equipment | ||||||||||
Laboratory equipment | 5 years | 1,452,669 | 1,225,770 | |||||||
Furniture and fixtures | 5 years | 40,349 | 40,349 | |||||||
Leasehold improvements | 5 years | 309,618 | 303,258 | |||||||
Website development | 3 years | 270,678 | 270,678 | |||||||
Projects in Progress | 525,988 | –– | ||||||||
Equipment under capital leases | 3 to 5 years | — | 22,920 | |||||||
2,871,961 | 2,177,692 | |||||||||
Less — Accumulated depreciation and amortization | -2,027,355 | -2,050,746 | ||||||||
Total | $ | 844,606 | $ | 126,946 | ||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Intangible Assets [Abstract] | ' | |||||||
Summary of Intangible Assets | ' | |||||||
Intangible assets at December 31, 2013 and 2012 consisted of the following: | ||||||||
2013 | 2012 | |||||||
Patent costs | $ | 1,154,523 | $ | 1,154,523 | ||||
Less — Accumulated amortization | -864,658 | -755,392 | ||||||
Total | $ | 289,865 | $ | 399,131 | ||||
Patent Costs Amortized on a Straight-Line Basis | ' | |||||||
Patent costs which are being amortized on a straight-line basis over a 10-year life, are scheduled to amortize as follows: | ||||||||
Year Ending December 31, | ||||||||
2014 | 94,100 | |||||||
2015 | 77,656 | |||||||
2016 | 61,119 | |||||||
2017 | 42,229 | |||||||
2018 | 14,761 | |||||||
$ | 289,865 | |||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Accounts Payable and Accrued Liabilities [Abstract] | ' | |||||||
Schedule of accrued expenses | ' | |||||||
Accrued expenses at December 31, 2013 and 2012 consisted of the following: | ||||||||
2013 | 2012 | |||||||
Payroll and vacation | $ | 198,968 | $ | 121,362 | ||||
Other | 53,985 | 44,383 | ||||||
Total accrued expenses | $ | 252,953 | $ | 165,745 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Commitments and Contingencies [Abstract] | ' | ||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | ||||||||||||||||
Future minimum lease commitments under non-cancelable lease agreements with initial or remaining terms of one year or more at December 31, 2013, are as follows: | |||||||||||||||||
Year Ending | Master Space | Sublease | Net Master | Office | Total | ||||||||||||
December 31, | Lease | Space Lease | Equipment | Payments, Net | |||||||||||||
2014 | 118,749 | -37,569 | 81,180 | 6,336 | 87,516 | ||||||||||||
Thereafter | — | — | — | 1,056 | 1,056 | ||||||||||||
$ | 118,749 | $ | -37,569 | $ | 81,180 | $ | 7,392 | $ | 88,572 | ||||||||
Capital_Stock_Tables
Capital Stock (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Series A-1 Preferred Stock [Member] | ' | |||||||
Black-Scholes Pricing Model Assumptions to Determine Fair Value of Warrants | ' | |||||||
These warrants expire in five years. For purposes of determining the fair value of these warrants, the Black-Scholes pricing model was used with the following assumptions: | ||||||||
Risk-free interest rate | 1 | % | ||||||
Expected life | 5 years | |||||||
Expected volatility | 142.36 | % | ||||||
Dividend yield | 0 | % | ||||||
Placement Agent Warrants [Member] | ' | |||||||
Black-Scholes Pricing Model Assumptions to Determine Fair Value of Warrants | ' | |||||||
For purposes of determining the fair value of the warrants exercisable upon shareholder approval of an increase in the Company’s authorized shares, the Black-Scholes pricing model was used with the following assumptions: | ||||||||
May 17, 2013 | June 30, 2013 | August 9, 2013 | ||||||
Risk-free interest rate | 1.35 | % | 1.58 | % | 2.53 | % | ||
Expected life | 4 years | 4 years | 4 years | |||||
Expected volatility | 144.63 | % | 145.62 | % | 146.19 | % | ||
Dividend Yield | 0 | % | 0 | % | 0 | % | ||
StockBased_Compensation_Arrang1
Stock-Based Compensation Arrangements (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Stock-Based Compensation Arrangements [Abstract] | ' | |||||||||||||||
Stock-based compensation expense for stock option awards | ' | |||||||||||||||
For purposes of determining the stock-based compensation expense for stock option awards in 2013 and 2012, the Black-Scholes option-pricing model was used with the following weighted-average assumptions: | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Risk-free interest rate | 1.56 | % | 0.66 | % | ||||||||||||
Expected life | 5.73 years | 5.73 years | ||||||||||||||
Expected volatility | 144.35 | % | 140.32 | % | ||||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||||
Common Stock Weighted Average Purchase Price | ' | |||||||||||||||
The following table details stock option and restricted stock activity for the years ended December 31, 2013 and 2012. | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Shares | Weighted Avg. | Shares | Weighted Avg. | |||||||||||||
Exercise | Exercise | |||||||||||||||
Price | Price | |||||||||||||||
Outstanding, beginning of period | 2,302,000 | $ | 1.06 | 2,228,067 | $ | 1.14 | ||||||||||
Granted | 4,693,800 | 0.38 | 581,000 | 0.36 | ||||||||||||
Stock options exercised | -252,000 | 0.32 | –– | –– | ||||||||||||
Restricted stock exercised | -2,500 | 0 | -2,500 | 0 | ||||||||||||
Forfeited/Expired | -857,250 | 1.87 | -504,567 | 0.6 | ||||||||||||
Outstanding, end of period | 5,884,050 | $ | 0.43 | 2,302,000 | $ | 1.06 | ||||||||||
Exercisable, end of period | 588,750 | $ | 0.89 | 1,376,950 | $ | 1.49 | ||||||||||
Stock Option and Restricted Stock Activity | ' | |||||||||||||||
The following table details further information regarding stock options and restricted stock outstanding and exercisable at December 31, 2013: | ||||||||||||||||
Stock Options/Restricted Stock Outstanding | Stock Options/Restricted Stock | |||||||||||||||
Exercisable | ||||||||||||||||
Range of Exercise Price: | Shares | Weighted Avg. | Weighted Avg. | Shares | Weighted Avg. | |||||||||||
remaining | Exercise | Exercise | ||||||||||||||
contractual life | Price | Price | ||||||||||||||
(years) | ||||||||||||||||
$0.01–$1.00 | 5,747,800 | 9.42 | $ | 0.38 | 452,500 | $ | 0.45 | |||||||||
$1.01–$2.00 | 85,000 | 4.3 | 1.44 | 85,000 | 1.44 | |||||||||||
$2.01–$3.00 | –– | –– | –– | –– | –– | |||||||||||
$3.01–$4.00 | 30,000 | 0.96 | 3.65 | 30,000 | 3.65 | |||||||||||
$4.01–$5.00 | 21,250 | 0.5 | 4.1 | 21,250 | 4.1 | |||||||||||
5,884,050 | 9.27 | $ | 0.43 | 588,750 | $ | 0.88 | ||||||||||
Aggregate intrinsic value | $ | 22,485 | $ | 0 | ||||||||||||
Schedule Of Non-Vested Options | ' | |||||||||||||||
The following table summarizes the status of the Company’s non-vested options for the years ended December 31, 2013 and 2012: | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Shares | Weighted Avg | Shares | Weighted Avg | |||||||||||||
Exercise | Exercise | |||||||||||||||
Price | Price | |||||||||||||||
Non-vested options, | 925,050 | $ | 0.42 | 1,128,250 | $ | 0.57 | ||||||||||
beginning of year | ||||||||||||||||
Granted | 4,693,800 | 0.38 | 581,000 | 0.36 | ||||||||||||
Vested | -270,300 | 0.48 | -367,600 | 0.65 | ||||||||||||
Forfeited | -53,250 | 0.51 | -416,600 | 0.52 | ||||||||||||
Non-vested options, | 5,295,300 | $ | 0.38 | 925,050 | $ | 0.42 | ||||||||||
end of year | ||||||||||||||||
Total Compensation Cost Recorded for Stock-Based Compensation | ' | |||||||||||||||
Total cost for stock-based compensation arrangements is as follows: | ||||||||||||||||
Year Ended December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Stock option grants beginning of period | $ | 92,187 | $ | 182,064 | ||||||||||||
Stock-based arrangements during the period: | ||||||||||||||||
Stock option grants | 100,638 | 6,188 | ||||||||||||||
Restricted stock issued: | ||||||||||||||||
Employee stock purchase plan | 5,522 | 1,332 | ||||||||||||||
Director agreements | -540 | 2,244 | ||||||||||||||
$ | 197,807 | $ | 191,828 | |||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of deferred tax assets (liabilities) | ' | |||||||
As of December 31, 2013 and 2012, the approximate income tax effect of the Company’s deferred tax assets (liabilities) consisted of the following: | ||||||||
2013 | 2012 | |||||||
Deferred tax asset: | ||||||||
Tax effect of: | ||||||||
Net operating loss carryforwards | $ | 25,504,000 | $ | 27,926,000 | ||||
Accrued expenses | 49,000 | 21,000 | ||||||
Amortization of definite lived intangible assets | 15,000 | 16,000 | ||||||
Non-qualified stock option compensation | 69,000 | 248,000 | ||||||
Depreciation | 123,000 | 121,000 | ||||||
Other | 297,000 | 227,000 | ||||||
Patents | -114,000 | -158,000 | ||||||
State net operating loss carryforwards, net of federal tax benefit | 19,000 | 428,000 | ||||||
Research tax credit carryforwards | 2,223,000 | 2,080,000 | ||||||
Total deferred tax assets | 28,185,000 | 30,909,000 | ||||||
Valuation allowance | -28,185,000 | -30,909,000 | ||||||
Net deferred tax assets | $ | - | $ | - | ||||
Schedule of Effective Income Tax Rate Reconciliation | ' | |||||||
The benefit for income taxes differs from the federal statutory rate due to the following: | ||||||||
2013 | 2012 | |||||||
Tax at statutory rate | -34 | % | -34 | % | ||||
State taxes, net of federal benefit | 0 | 0 | ||||||
Research and development credit | -1.7 | 0.1 | ||||||
Share based payment expense | 0.7 | 0.9 | ||||||
Other | 3 | 1.4 | ||||||
Removal of deferred tax asset on federal net operating losses | 64.1 | 26.9 | ||||||
Establishment of deferred tax asset on state net operating | 6.4 | -9.6 | ||||||
losses and state deferred taxes, net of federal income tax | ||||||||
benefits | ||||||||
Change in valuation allowance | -38.6 | 14.3 | ||||||
Effective tax rate | 0 | % | 0 | % | ||||
Operating_Matters_and_Liquidit1
Operating Matters and Liquidity - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||
17-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 09, 2013 | Jun. 29, 2012 | 17-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 29, 2012 | |
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Series B Preferred Stock [Member] | ||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated deficit | ' | ($114,754,598) | ($107,696,665) | ' | ' | ' | ' | ' | ' |
Operating Income Loss | ' | -6,598,526 | -4,670,088 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Shares New Issues | ' | ' | ' | ' | ' | 43,715,847 | ' | 0 | ' |
Proceeds from Issuance of Private Placement | 12,000,000 | 12,000,000 | ' | ' | ' | 12,000,000 | ' | ' | 3,000,000 |
Common Stock Shares Authorized | 150,000,000 | 300,000,000 | 150,000,000 | 150,000,000 | ' | ' | ' | ' | ' |
Class Of Warrant Or Right Exercisable Percentage Immediately | 63.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Class Of Warrant Or Right Exercisable Percentage Subject To Shareholder Approval | 37.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 32,786,885 | ' | ' | ' | ' | ' | ' | ' | ' |
Class Of Warrant Or Right, Exercise Price Of Warrants Or Rights | 0.2745 | ' | ' | ' | 0.2745 | ' | ' | ' | ' |
Increase In Common Stock Shares Authorized | 300,000,000 | ' | ' | 300,000,000 | ' | ' | ' | ' | ' |
Additional Pro Rata InvestmentIn Common Stock And Warrants | ' | $5,000,000 | ' | ' | ' | ' | $5,000,000 | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies- Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Significant Accounting Policies [Line Items] | ' | ' |
Deferred revenue | $3,800,000 | $1,600,000 |
Sales commissions | 367,000 | 726,000 |
Percentage of cash discount offered to customers | 2.00% | ' |
Deferred tax assets, valuation allowance | 28,185,000 | 30,909,000 |
Advertising Expense | 5,000 | 18,000 |
Inventory Raw Materials | 180,948 | 154,485 |
Deferred Tax Assets, Gross | 28,185,000 | 30,909,000 |
Debt Conversion Converted Instrument Into Common Stock Approximate Value | 14,300,000 | ' |
Federal R&D Tax Credit [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Deferred Tax Assets, Gross | 61,000 | ' |
Fulfillment Center [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Inventory Raw Materials | 41,000 | 0 |
Genetic Test Revenue [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Breakage Revenue | 213,000 | ' |
Customer Payment [Member] | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' |
Deferred revenue | $584,000 | ' |
Inventory_Detail
Inventory (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory Disclosure [Line Items] | ' | ' |
Raw materials | $180,948 | $154,485 |
Finished goods | 9,476 | 3,753 |
Total inventory, net | $190,424 | $158,238 |
Potential_Common_Stock_Equival
Potential Common Stock Equivalents Excluded from Calculation of Diluted Net Loss per Share (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potential common stock equivalents excluded from the calculation of diluted net loss per share | 43,153,175 | 46,099,541 |
Stock Option [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potential common stock equivalents excluded from the calculation of diluted net loss per share | 5,884,050 | 2,302,000 |
Warrant [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potential common stock equivalents excluded from the calculation of diluted net loss per share | 37,269,125 | 2,187,158 |
Convertible Preferred Stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potential common stock equivalents excluded from the calculation of diluted net loss per share | 0 | 39,089,161 |
Convertible Debt [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potential common stock equivalents excluded from the calculation of diluted net loss per share | 0 | 2,521,222 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 21, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Amway Global [Member] | Amway Global [Member] | Access Business Group International Llc [Member] | Access Business Group International Llc [Member] | ABG [Member] | ABG [Member] | ABG [Member] | ABG [Member] | |||
Sales [Member] | Sales [Member] | Sales [Member] | Sales [Member] | 2014 Program [Member] | ||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commissions paid | $367,000 | $726,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase Order Received | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | 1,800,000 |
Prior Period Notice | ' | ' | ' | ' | ' | '60 | ' | ' | ' | ' |
Proceeds from License Fees Received | 198,960 | ' | ' | ' | 5,250 | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | 36.00% | 65.00% | ' | ' | ' | 40.00% | 0.00% | ' |
Purchase Order Placed | ' | ' | ' | ' | ' | ' | $3,300,000 | ' | ' | ' |
Convertible_Debt_Additional_In
Convertible Debt - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Aug. 17, 2006 |
Pyxis Innovations Inc [Member] | ||
Working Capital [Member] | ||
Debt Instrument [Line Items] | ' | ' |
Working capital borrowings | ' | $14.30 |
Credit facility extended date | 31-Mar-14 | ' |
Convertible debt conversion price | ' | $5.68 |
Debt Conversion, Converted Instrument, Shares Issued | 2,521,222 | 2,521,222 |
Fixed_Assets_Detail
Fixed Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Fixed Assets [Line Items] | ' | ' |
Computer Software, Computer Equipment and Office Equipment Useful Life | '3 years | ' |
Laboratory Equipment, Useful Life | '5 years | ' |
Furniture and Fixtures, Useful Life | '5 years | ' |
Leasehold Improvements, Useful Life | '5 years | ' |
Website Development, Useful Life | '3 years | ' |
Computer Software, Computer Equipment and Office Equipment Gross | $272,659 | $314,717 |
Laboratory Equipment, Gross | 1,452,669 | 1,225,770 |
Furniture and Fixtures, Gross | 40,349 | 40,349 |
Leasehold Improvements, Gross | 309,618 | 303,258 |
Website Development, Gross | 270,678 | 270,678 |
Projects in Progress | 525,988 | 0 |
Capital Leased Assets, Gross | 0 | 22,920 |
Property, Plant and Equipment, Gross | 2,871,961 | 2,177,692 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | -2,027,355 | -2,050,746 |
Property, Plant and Equipment, Net | $844,606 | $126,946 |
Minimum [Member] | ' | ' |
Fixed Assets [Line Items] | ' | ' |
Equipment Under Capital Leases Useful Life | '3 years | ' |
Maximum [Member] | ' | ' |
Fixed Assets [Line Items] | ' | ' |
Equipment Under Capital Leases Useful Life | '5 years | ' |
Fixed_Assets_Additional_Inform
Fixed Assets - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Fixed Assets [Line Items] | ' | ' |
Utilities Operating Expense, Depreciation and Amortization | $120,033 | $167,065 |
Property, Plant and Equipment, Disposals | $143,000 | ' |
Intangible_Assets_Detail
Intangible Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Intangible Assets Disclosure [Line Items] | ' | ' |
Patent costs | $1,154,523 | $1,154,523 |
Less B Accumulated amortization | -864,658 | -755,392 |
Total | $289,865 | $399,131 |
Patent_Costs_Amortized_on_Stra
Patent Costs Amortized on Straight-Line Basis (Detail) (USD $) | Dec. 31, 2013 |
Expected Amortization Expense [Line Items] | ' |
2014 | $94,100 |
2015 | 77,656 |
2016 | 61,119 |
2017 | 42,229 |
2018 | 14,761 |
Finite-Lived Intangible Assets, Net, Total | $289,865 |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Intangible Assets Disclosure [Line Items] | ' | ' |
Patent amortization expense | $109,266 | $115,453 |
Patent life | '10 years | ' |
Accrued_Expenses_Detail
Accrued Expenses (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Payroll and vacation | $198,968 | $121,362 |
Other | 53,985 | 44,383 |
Total accrued expenses | $252,953 | $165,745 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Detail) (USD $) | Dec. 31, 2013 |
2014 | $87,516 |
Thereafter | 1,056 |
Operating Leases, Future Minimum Payments Due | 88,572 |
Master Space Lease [Member] | ' |
2014 | 118,749 |
Thereafter | 0 |
Operating Leases, Future Minimum Payments Due | 118,749 |
Sublease [Member] | ' |
2014 | -37,569 |
Thereafter | 0 |
Operating Leases, Future Minimum Payments Due | -37,569 |
Net Master Space Lease [Member] | ' |
2014 | 81,180 |
Thereafter | 0 |
Operating Leases, Future Minimum Payments Due | 81,180 |
Office Equipment [Member] | ' |
2014 | 6,336 |
Thereafter | 1,056 |
Operating Leases, Future Minimum Payments Due | $7,392 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 6 Months Ended | ||||||||||||
24-May-10 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | Dec. 31, 2014 | Oct. 22, 2013 | Dec. 21, 2012 | Oct. 22, 2013 | Dec. 21, 2012 | Oct. 22, 2013 | Dec. 31, 2013 | Jan. 02, 2013 | Jun. 30, 2014 | Dec. 21, 2012 | Dec. 21, 2012 | Jan. 02, 2013 | Dec. 21, 2012 | Dec. 21, 2012 | Jan. 02, 2013 | Dec. 21, 2012 | Dec. 21, 2012 | Jan. 02, 2013 | |
Subsequent Event [Member] | Subsequent Event [Member] | Dr. Kornman [Member] | Dr. Kornman [Member] | Mr. Lurier [Member] | Mr. Lurier [Member] | Scott Snyder [Member] | Scott Snyder [Member] | Scott Snyder [Member] | Scott Snyder [Member] | Installment One [Member] | Installment One [Member] | Installment One [Member] | Installment Two [Member] | Installment Two [Member] | Installment Two [Member] | Installment Three [Member] | Installment Three [Member] | Installment Three [Member] | ||||
Subsequent Event [Member] | Mr. Lurier [Member] | Scott Snyder [Member] | Mr. Lurier [Member] | Scott Snyder [Member] | Mr. Lurier [Member] | Scott Snyder [Member] | ||||||||||||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Executive bonus to base salary percentage | ' | ' | ' | 30.00% | 15.00% | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted,share | ' | ' | ' | ' | ' | 2,250,000 | 300,000 | 750,000 | 200,000 | 675,000 | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted,weighted avg.exercise price | ' | $0.38 | $0.36 | ' | ' | $0.38 | $0.34 | $0.38 | $0.34 | $0.38 | ' | ' | $0.29 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | 50,000 | 50,000 | 100,000 | 66,000 | 66,000 | 125,000 | 84,000 | 84,000 |
Basic Salary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $265,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reimbursement expenditure maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional reimbursement expenditure | ' | ' | ' | 16,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense | ' | $331,916 | $338,221 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property Under Sublease Details | '6,000 square feet | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
BlackScholes_Pricing_Model_Ass
Black-Scholes Pricing Model Assumptions to Determine Fair Value of Warrants (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders Equity [Line Items] | ' |
Risk-free interest rate | 1.00% |
Expected life | '5 years |
Expected volatility | 142.36% |
Dividend yield | 0.00% |
BlackScholes_Pricing_Model_Ass1
Black-Scholes Pricing Model Assumptions to Determine Fair Value of Placement Agent Warrants (Detail) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended |
Dec. 31, 2013 | Aug. 09, 2013 | 17-May-13 | Jun. 30, 2013 | |
Placement Agent Warrants [Member] | Placement Agent Warrants [Member] | Placement Agent Warrants [Member] | ||
Stockholders Equity [Line Items] | ' | ' | ' | ' |
Risk-free interest rate | 1.00% | 2.53% | 1.35% | 1.58% |
Expected life | '5 years | '4 years | '4 years | '4 years |
Expected volatility | 142.36% | 146.19% | 144.63% | 145.62% |
Dividend Yield | 0.00% | 0.00% | 0.00% | 0.00% |
Capital_Stock_Additional_Infor
Capital Stock - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||
Aug. 09, 2013 | 17-May-13 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 29, 2012 | 17-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | 17-May-13 | Jun. 29, 2012 | Jun. 29, 2012 | Dec. 31, 2013 | 17-May-13 | Dec. 31, 2013 | Aug. 09, 2013 | 17-May-13 | |
Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Convertible Preferred Stock [Member] | Employee Stock Purchase Plan [Member] | Warrant 2 [Member] | Warrant 3 [Member] | Warrant 4 [Member] | Series A-1 Preferred Stock [Member] | Series A-1 Preferred Stock [Member] | Series A-1 Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Placement Agent Warrants [Member] | Placement Agent Warrants [Member] | Placement Agent Warrants [Member] | |||||||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, par value | ' | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, shares authorized | ' | ' | 6,000,000 | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible preferred stock, shares issued | ' | ' | 0 | ' | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 500,000 | ' | ' | ' | ' | ' |
Common stock, shares authorized | 150,000,000 | 150,000,000 | 300,000,000 | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | ' | ' | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, outstanding or reserved for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 198,521,806 | ' | ' | ' | ' |
Common stock, shares outstanding | ' | ' | 122,448,707 | ' | 36,761,864 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for conversion of Preferred to common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,160,200 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for potential exercise | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,288,950 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares reserved for exercise of outstanding warrants | ' | ' | ' | ' | ' | 437,158 | ' | ' | ' | ' | ' | 1,750,000 | 437,158 | 35,081,967 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants exercise price per share | ' | 0.2745 | ' | ' | ' | 0.2745 | ' | ' | ' | ' | ' | 1.3 | 0.2745 | 0.2745 | ' | ' | ' | ' | ' | ' | 0.2745 | ' | ' |
Expiration date of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5-Mar-15 | 29-Jun-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from private placement of preferred stock | ' | $12,000,000 | $12,000,000 | ' | ' | ' | $12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,000,000 | ' | ' | ' | ' | ' |
Convertible preferred stock current conversion price | ' | ' | $0.32 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.27 | ' | ' | ' | ' |
Net Proceeds from issuance of Series B Convertible preferred Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,700,000 | ' | ' | ' | ' | ' |
Convertible preferred stock, liquidation preference | ' | 24,000,000 | ' | ' | 24,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,000,000 | ' | ' | ' | 6,000,000 | ' | ' | ' |
Convertible preferred stock, effective purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.80 | ' | ' | ' | $6 | ' | ' | ' | ' |
Shares Reserved For Exercise Of Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 638,887 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class Of Warrant Or Right Exercisable Number Of Warrants Or Rights | ' | 32,786,885 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,655,737 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Exercisable Expiration Date | ' | ' | 30-Jun-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17-May-20 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Exercisable Remaining Expiration Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9-Aug-20 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Reserved For Issuance Of Common Stock And Warrants | ' | ' | 31,876,137 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Pro Rata InvestmentIn Common Stock And Warrants | ' | ' | 5,000,000 | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Adjustment of Warrants | ' | ' | 104,907 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Stock, Shares Converted | ' | ' | 39,089,161 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,928,961 | ' | ' | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | ' | ' | ' | ' | ' | ' | ' | 39,089,161 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Shares New Issues | ' | ' | ' | ' | ' | ' | 43,715,847 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | $0.27 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Warrants Exercisable | ' | ' | 63.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Warrants Exercisable After Shareholder Approval | ' | ' | 37.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
NoncashInterest Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 286,579 | ' | ' |
Increase In Common Stock Shares Authorized | 300,000,000 | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase In Interest Expense | 11,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 780,000 | ' | ' |
Warrants To Purchase Of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,295,082 | ' | ' |
Warrants Fair Value Disclosure | ' | ' | ' | $5,358,708 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,369,676 | $5,072,129 |
StockBased_Compensation_Arrang2
Stock-Based Compensation Arrangements - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Jun. 16, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 09, 2013 | Aug. 09, 2013 | Jun. 30, 2004 | |
Subsequent Event [Member] | 2004 Employee, Director and Consultant Stock Plan [Member] | Employee Stock Purchase Plan [Member] | Employee Stock Purchase Plan [Member] | 2013 Plan [Member] | 2004 Plan [Member] | Employee Stock Compensation Plan (2004plan) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock purchase price | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Employee stock purchase plan, shares authorized | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | ' | ' | ' | ' | ' | 111,113 | 52,158 | ' | ' | ' |
Weighted-average purchase price | ' | ' | ' | ' | ' | $0.29 | $0.17 | ' | ' | ' |
Weighted-average fair value | ' | $0.34 | $0.33 | ' | ' | $0.34 | $0.20 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | ' | $0.35 | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation expense | ' | ' | ' | ' | ' | $5,522 | $1,332 | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Period Increase (Decrease) | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Share-based Awards Other than Options | 1,517,607 | 1,517,607 | 266,718 | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | '1 year 8 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | ' | ' | $102,307 | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Payment Award, Number of Shares Authorized | ' | ' | ' | ' | ' | ' | ' | 8,860,000 | 2,435,500 | ' |
Share-based Compensation Payment Award, Number of Shares Available for Grant | ' | ' | ' | ' | ' | ' | ' | 4,698,700 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | ' | ' | ' | ' | 4,693,800 | ' | ' |
Stockbased_compensation_expens
Stock-based compensation expense for stock option awards (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Risk-free interest rate | 1.56% | 0.66% |
Expected life | '5 years 8 months 23 days | '5 years 8 months 23 days |
Expected volatility | 144.35% | 140.32% |
Dividend yield | 0.00% | 0.00% |
Employee_Stock_Purchase_Plan_D
Employee Stock Purchase Plan (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Shares | ' | ' |
Outstanding, beginning of period | 2,302,000 | 2,228,067 |
Granted | 4,693,800 | 581,000 |
Stock options exercised | -252,000 | 0 |
Restricted stock exercised | -2,500 | -2,500 |
Forfeited/Expired | -857,250 | -504,567 |
Outstanding, end of period | 5,884,050 | 2,302,000 |
Exercisable, end of period | 588,750 | 1,376,950 |
Weighted Avg Exercise Price | ' | ' |
Outstanding, beginning of period | $1.06 | $1.14 |
Granted | $0.38 | $0.36 |
Exercised | $0.32 | $0 |
Restricted stock exercised | $0 | $0 |
Canceled/Expired | $1.87 | $0.60 |
Outstanding, end of period | $0.43 | $1.06 |
Exercisable, end of period | $0.89 | $1.49 |
Stock_options_and_restricted_s
Stock options and restricted stock outstanding and exercisable (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Stock Option Or Restricted Stock Outstanding [Member] | Stock Option Or Restricted Stock Outstanding [Member] | Stock Option Or Restricted Stock Outstanding [Member] | Stock Option Or Restricted Stock Outstanding [Member] | Stock Option Or Restricted Stock Outstanding [Member] | Stock Option Or Restricted Stock Exercisable [Member] | Stock Option Or Restricted Stock Exercisable [Member] | Stock Option Or Restricted Stock Exercisable [Member] | Stock Option Or Restricted Stock Exercisable [Member] | Stock Option Or Restricted Stock Exercisable [Member] | ||||
$0.01-$1.00 [Member] | $1.01-$2.00 [Member] | $3.01-$4.00 [Member] | $4.01-$5.00 [Member] | $0.01-$1.00 [Member] | $1.01-$2.00 [Member] | $3.01-$4.00 [Member] | $4.01-$5.00 [Member] | ||||||
Outstanding,share | 5,884,050 | 2,302,000 | 2,228,067 | 5,884,050 | 5,747,800 | 85,000 | 30,000 | 21,250 | ' | ' | ' | ' | ' |
Weighted Avg. remaining contractual life,share outstanding | ' | ' | ' | '9 years 3 months 7 days | '9 years 5 months 1 day | '4 years 3 months 18 days | '11 months 16 days | '6 months | ' | ' | ' | ' | ' |
Weighted Avg. Exercise Price,share outstanding | $0.43 | $1.06 | $1.14 | $0.43 | $0.38 | $1.44 | $3.65 | $4.10 | ' | ' | ' | ' | ' |
Exercisable, Share | 588,750 | 1,376,950 | ' | ' | ' | ' | ' | ' | 588,750 | 452,500 | 85,000 | 30,000 | 21,250 |
Exercisable, Weighted Avg. Exercise Price | $0.89 | $1.49 | ' | ' | ' | ' | ' | ' | $0.88 | $0.45 | $1.44 | $3.65 | $4.10 |
Aggregate intrinsic value | ' | ' | ' | $22,485 | ' | ' | ' | ' | $0 | ' | ' | ' | ' |
Nonvested_options_Detail
Non-vested options (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Non-vested options, beginning of year, Shares | 925,050 | 1,128,250 |
Non-vested options, beginning of year,Weighted Avg Exercise Price | $0.42 | $0.57 |
Granted, Shares | 4,693,800 | 581,000 |
Granted, Weighted Avg Exercise Price | $0.38 | $0.36 |
Vested, Shares | -270,300 | -367,600 |
Vested, Weighted Avg Exercise Price | $0.48 | $0.65 |
Forfeited, Shares | -53,250 | -416,600 |
Forfeited, Weighted Avg Exercise Price | $0.51 | $0.52 |
Non-vested options, end of year, Shares | 5,295,300 | 925,050 |
Non-vested options, end of year, Weighted Avg Exercise Price | $0.38 | $0.42 |
Recovered_Sheet1
Stock-based compensation arrangements (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Stock-based compensation expense | $197,807 | $191,828 |
Stock option grants beginning of period [Member] | ' | ' |
Stock-based compensation expense | 92,187 | 182,064 |
Stock option grants [Member] | ' | ' |
Stock-based compensation expense | 100,638 | 6,188 |
Employee Stock Purchase Plan [Member] | ' | ' |
Stock-based compensation expense | 5,522 | 1,332 |
Director Agreements [Member] | ' | ' |
Stock-based compensation expense | ($540) | $2,244 |
Employee_Benefit_Plan_Addition
Employee Benefit Plan - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Defined Contribution Plan, Employer Matching Contribution, Percent | 25.00% | ' |
Defined Contribution Plan Employer Matching Contribution Vested Period | '5 years | ' |
Defined Contribution Plan, Cost Recognized | $8,841 | $10,663 |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $1,500 | ' |
Deferred_tax_assets_liabilitie
Deferred tax assets (liabilities) (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax asset: | ' | ' |
Net operating loss carryforwards | $25,504,000 | $27,926,000 |
Accrued expenses | 49,000 | 21,000 |
Amortization of definite lived intangible assets | 15,000 | 16,000 |
Non-qualified stock option compensation | 69,000 | 248,000 |
Depreciation | 123,000 | 121,000 |
Other | 297,000 | 227,000 |
Patents | -114,000 | -158,000 |
State net operating loss carryforwards, net of federal tax benefit | 19,000 | 428,000 |
Research tax credit carryforwards | 2,223,000 | 2,080,000 |
Total deferred tax assets | 28,185,000 | 30,909,000 |
Valuation allowance | -28,185,000 | -30,909,000 |
Net deferred tax assets | $0 | $0 |
Provision_for_income_taxes_Det
Provision for income taxes (Detail) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Tax at statutory rate | -34.00% | -34.00% |
State taxes, net of federal benefit | 0.00% | 0.00% |
Research and development credit | -1.70% | 0.10% |
Share based payment expense | 0.70% | 0.90% |
Other | 3.00% | 1.40% |
Removal of deferred tax asset on federal net operating losses | 64.10% | 26.90% |
Establishment of deferred tax asset on state net operating losses and state deferred taxes, net of federal income tax benefit | 6.40% | -9.60% |
Change in valuation allowance | -38.60% | 14.30% |
Effective tax rate | 0.00% | 0.00% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Operating Loss Carryforwards | $77,600,000 |
Equity Method Investment, Ownership Percentage | 50.00% |
Operating Loss Carryforward, Expiration Date | '2033 |
State and Local Jurisdiction [Member] | ' |
Operating Loss Carryforwards | 450,000 |
Tax Credit Carryforward, Amount | 960,000 |
Operating Loss Carryforward, Expiration Date | '2033 |
Additional Paid-In Capital [Member] | ' |
Operating Loss Carryforwards | 77,600,000 |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | 2,500,000 |
Research Tax Credit Carryforward [Member] | ' |
Tax Credit Carryforward, Amount | $1,600,000 |
Risks_and_Uncertainties_Additi
Risks and Uncertainties - Additional Information (Detail) | Dec. 31, 2013 | Dec. 31, 2012 |
Alticor [Member] | ' | ' |
Sales Revenue Goods Net Percentage | 40.00% | 0.00% |
Amway Global [Member] | ' | ' |
Sales Revenue Goods Net Percentage | 36.00% | 65.00% |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Commercial Lease [Member], Subsequent Event [Member]) | Feb. 07, 2014 |
sqft | |
Subsequent Event [Line Items] | ' |
Area of Land | 19,000 |
Current Occupy [Member] | ' |
Subsequent Event [Line Items] | ' |
Area of Land | 13,000 |
Sublet [Member] | ' |
Subsequent Event [Line Items] | ' |
Net Rentable Area | 6,011 |