Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 19, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | INTERLEUKIN GENETICS INC | ||
Entity Central Index Key | 1037649 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $11,056,980 | ||
Trading Symbol | ILIU | ||
Entity Common Stock, Shares Outstanding | 172,738,162 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $11,466,807 | $7,542,281 |
Accounts receivable from related party | 23,544 | 534,703 |
Trade accounts receivable | 14,013 | 8,817 |
Inventory | 171,575 | 190,424 |
Prepaid expenses | 504,719 | 676,358 |
Total current assets | 12,180,658 | 8,952,583 |
Fixed assets, net | 773,779 | 844,606 |
Intangible assets, net | 195,765 | 289,865 |
Other assets | 116,919 | 38,001 |
Total assets | 13,267,121 | 10,125,055 |
Current liabilities: | ||
Accounts payable | 513,927 | 835,439 |
Accrued expenses | 343,225 | 252,953 |
Deferred revenue | 3,154,498 | 3,783,441 |
Total current liabilities | 4,011,650 | 4,871,833 |
Long Term Debt | 4,738,614 | 0 |
Total liabilities | 8,750,264 | 4,871,833 |
Stockholders' equity: | ||
Convertible preferred stock, $0.001 par value — 6,000,000 shares authorized; 0 and 5,500,000 shares issued and outstanding at December 31, 2014 and 2013, respectively | 0 | 0 |
Common stock, $0.001 par value — 300,000,000 and 150,000,000 shares authorized; 172,683,342 and 122,448,707 shares issued and outstanding at December 31, 2014 and 2013, respectively | 172,686 | 122,449 |
Additional paid-in capital | 125,434,483 | 119,885,371 |
Accumulated deficit | -121,090,312 | -114,754,598 |
Total stockholders’ equity | 4,516,857 | 5,253,222 |
Total liabilities and stockholders’ equity | $13,267,121 | $10,125,055 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS [Parenthetical] (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 300,000,000 | 150,000,000 |
Common stock, shares issued | 172,683,342 | 122,448,707 |
Common stock, shares outstanding | 172,683,342 | 122,448,707 |
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 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Genetic testing | $1,641,490 | $2,168,744 |
Other | 168,828 | 260,868 |
Total revenue | 1,810,318 | 2,429,612 |
Cost of revenue | 1,435,377 | 1,632,497 |
Gross profit | 374,941 | 797,115 |
Operating expenses: | ||
Research and development | 843,102 | 721,568 |
Selling, general and administrative | 5,767,138 | 6,564,807 |
Amortization of intangibles | 94,100 | 109,266 |
Total operating expenses | 6,704,340 | 7,395,641 |
Loss from operations | -6,329,399 | -6,598,526 |
Other income (expense): | ||
Interest income | 4,935 | 6,804 |
Interest expense | -11,250 | -472,186 |
Gain on disposal of asset | 0 | 5,975 |
Total other income (expense) | -6,315 | -459,407 |
Loss before income taxes | -6,335,714 | -7,057,933 |
Benefit for income taxes | 0 | 0 |
Net loss | ($6,335,714) | ($7,057,933) |
Basic and diluted net loss per common share | ($0.05) | ($0.08) |
Weighted average common shares outstanding, basic and diluted | 123,768,139 | 90,449,758 |
STATEMENTS_OF_STOCKHOLDERS_EQU
STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning Balance at Dec. 31, 2012 | ($13,623,800) | $5,500 | $36,762 | $94,030,603 | ($107,696,665) |
Beginning 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 stock, net of offering costs | 11,308,920 | 0 | 43,716 | 11,265,204 | 0 |
Private placement of common stock, net of offering costs (in shares) | 0 | 43,715,847 | |||
Conversion of preferred stock | 0 | -5,500 | 39,089 | -33,589 | 0 |
Conversion of preferred stock (in shares) | -5,500,000 | 39,089,161 | |||
Conversion of convertible debt | 14,316,255 | 0 | 2,521 | 14,313,734 | |
Conversion of convertible debt (in shares) | 0 | 2,521,222 | |||
Common stock issued: | |||||
Exercise of stock options | 80,520 | 0 | 252 | 80,268 | 0 |
Exercise of stock options (in shares) | 252,000 | 0 | 252,000 | ||
Cancellation of restricted stock | 0 | 0 | -2 | 2 | 0 |
Cancellation of restricted stock (in shares) | 0 | -2,500 | |||
Employee stock purchase plan | 31,453 | 0 | 111 | 31,342 | 0 |
Employee stock purchase plan (in shares) | 0 | 111,113 | |||
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 | |||
Net loss | -6,335,714 | 0 | 0 | 0 | -6,335,714 |
Private placement of stock, net of offering costs | 4,806,874 | 0 | 50,100 | 4,756,774 | 0 |
Private placement of common stock, net of offering costs (in shares) | 0 | 50,099,700 | |||
Conversion of convertible debt | 0 | ||||
Warrants issued in connection with long term debt | 261,386 | 0 | 0 | 261,386 | 0 |
Common stock issued: | |||||
Exercise of stock options (in shares) | 0 | ||||
Employee stock purchase plan | 32,154 | 0 | 137 | 32,017 | 0 |
Employee stock purchase plan (in shares) | 0 | 134,935 | |||
Stock-based compensation expense | 498,935 | 0 | 0 | 498,935 | 0 |
Ending Balance at Dec. 31, 2014 | $4,516,857 | $0 | $172,686 | $125,434,483 | ($121,090,312) |
Ending Balance (in shares) at Dec. 31, 2014 | 0 | 172,683,342 |
STATEMENTS_OF_STOCKHOLDERS_EQU1
STATEMENTS OF STOCKHOLDERS' EQUITY [Parenthetical] (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Private placement, net of offering costs | $218,127 | $1,735,000 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | ($6,335,714) | ($7,057,933) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||
Depreciation and amortization | 262,961 | 229,301 |
Stock-based compensation expense | 498,935 | 197,807 |
Change in fair value of warrants | 0 | 297,547 |
Gain on disposal of fixed assets | 0 | -5,975 |
Changes in operating assets and liabilities: | ||
Receivable from related party | 511,159 | 17,869 |
Trade accounts receivable | -5,196 | 38,743 |
Inventory | 18,849 | -32,186 |
Prepaid expenses and other assets | 171,639 | -258,586 |
Accounts payable | -321,512 | 356,257 |
Accrued expenses | 90,272 | 87,208 |
Other Assets (lease deposit refund) | 10,000 | 0 |
Deferred revenue | -628,943 | 2,155,177 |
Net cash used in operating activities | -5,727,550 | -3,974,771 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital additions | -98,033 | -837,696 |
Proceeds from the disposal of fixed assets | 0 | 5,975 |
Net cash used in investing activities | -98,033 | -831,721 |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of notes payable | 5,000,000 | 0 |
Loan origination costs | -88,918 | 0 |
Proceeds from private placement of common stock and warrants | 5,025,000 | 12,000,000 |
Private placement offering costs | -218,127 | -988,626 |
Proceeds from exercises of employee stock options | 0 | 80,520 |
Proceeds from employee stock purchase plan | 32,154 | 31,453 |
Net cash provided by financing activities | 9,750,109 | 11,123,347 |
Net increase in cash and equivalents | 3,924,526 | 6,316,855 |
Cash and cash equivalents, beginning of period | 7,542,281 | 1,225,426 |
Cash and cash equivalents, end of period | 11,466,807 | 7,542,281 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 0 | 291,914 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Warrants issued in connection with preferred stock financing | 0 | 104,907 |
Warrants issued in connection with long term debt | 261,386 | 0 |
Conversion of debt to common stock | 0 | 14,316,255 |
Interest related to fair value of warrants market adjustment | $0 | $297,547 |
Company_Overview
Company Overview | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014 | |
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, 2014. The Company had net losses of $6.3 million and $7.1 million for the years ended December 31, 2014 and 2013, respectively, contributing to an accumulated deficit of $121.1 million as of December 31, 2014. | |
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. | |
On May 17, 2013, the Company entered into a Common Stock Purchase Agreement (the “2013 Purchase Agreement”) with various accredited investors (the “2013 Investors”), pursuant to which the Company sold securities to the 2013 Investors in a private placement transaction (the “May 2013 Private Placement”). In the May 2013 Private Placement, the Company sold an aggregate of 43,715,847 shares of our common stock at a price of $0.2745 per share for gross proceeds of $12,000,000. The 2013 Investors also received warrants to purchase up to an aggregate of 32,786,885 shares of common stock an exercise price of $0.2745 per share (the “2013 Warrants”). The 2013 Warrants are all currently exercisable and have a term of seven years from the date they became exercisable. | |
In addition, pursuant to the 2013 Purchase Agreement, each 2013 Investor had the right, at any time on or before June 30, 2014 (the “Expiration Date”), to purchase at one or more subsequent closings its pro rata share of up to an aggregate of 18,214,936 additional shares of common stock at a purchase price of $0.2745 per share and 2013 Warrants to purchase up to an aggregate of 13,661,201 shares of common stock at an exercise price of $0.2745 per share. The Expiration Date was extended until December 31, 2014, and this option expired unexercised. | |
On December 23, 2014, the Company entered into a Securities Purchase Agreement (the “2014 Purchase Agreement”) with various accredited investors (the “2014 Investors”), pursuant to which the Company sold to the 2014 Investors in a private placement transaction (the “December 2014 Private Placement”) an aggregate of 50,099,700 shares of common stock at a price of $0.1003 per share for gross proceeds of approximately $5.025 million. The 2014 Investors also received warrants (the “2014 Warrants”) to purchase up to an aggregate of 50,099,700 shares of common stock an exercise price of $0.1003 per share. The 2014 Warrants are all currently exercisable and have a term of seven years. | |
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 financial statements do not include any adjustments that might result from the outcome of this uncertain realization. The Company expects to incur additional losses in 2015 and, accordingly, is dependent on financings and potential revenue to fund its operations and support the market adoption of the PerioPredict® test. The timing of any revenues that the Company may receive from the PerioPredict® test is uncertain at this time, and is contingent upon a number of factors, including the Company’s ability to consummate arrangements with partners to promote the PerioPredict® test, the Company’s partners’ ability to develop insurance plans that provide for use of the PerioPredict® test and reimbursement of the test and to develop a viable market for such plans, and the timing of utilization of the PerioPredict® test pursuant to such plans, or other possible arrangements. The Company expects to have the cash resources necessary to support the further commercialization of the PerioPredict® test for at least the next twelve months. | |
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, 2014 | ||||||||
Significant Accounting Policies [Abstract] | ||||||||
Summary of 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, 2014 and December 31, 2013, the Company had deferred genetic test revenue of $3.2 million and $3.8 million, respectively. Included in deferred revenue at December 31, 2014 is $3.0 million for kits that are still outstanding one year or longer after initial kit sale, of which $0.5 million was sold directly to consumers (credit card payments) and $2.5 million was sold to Access Business Group LLC, an affiliate of Alticor Inc., a related party, for the Body Key promotional bundle. | ||||||||
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 2014. 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. Included in genetic test revenue at December 31, 2014 is $309,000 of breakage revenue related to unredeemed genetic test kits from 2011. 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 $218,000 and $367,000 for the years ended December 31, 2014 and 2013, 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, 2014 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, 2014. 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 test 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, 2014 and December 31, 2013, $48,000 and $41,000, respectively, of raw materials are at the fulfillment center and reflected in inventory with a corresponding entry to accounts payable. | ||||||||
Inventory consisted of the following at December 31, 2014 and 2013: | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Raw materials | $ | 163,239 | $ | 180,948 | ||||
Finished goods | 8,336 | 9,476 | ||||||
Total inventory, net | $ | 171,575 | $ | 190,424 | ||||
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. The Company expenses 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 $30.5 million as of December 31, 2014, 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. | ||||||||
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 quarters ended June 30, 2013 and December 31, 2014, the Company may have undergone IRC section 382 ownership changes 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 in the quarter ended June 30, 2013, 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, 2014. 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. | ||||||||
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, | ||||||||
2014 | 2013 | |||||||
Options outstanding | 4,523,900 | 5,884,050 | ||||||
Warrants outstanding | 89,951,079 | 37,269,125 | ||||||
Total | 94,474,979 | 43,153,175 | ||||||
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, 2014 and 2013, 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, 2014, 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 shorter of the estimated useful life of the asset or the remaining term of the lease. | ||||||||
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. At December 31, 2013, Projects in Progress had a balance of $526,000, all of which were laboratory improvement projects. All of those projects were placed in service in the first nine months of 2014. At December 31, 2014, Projects in progress had a balance of $6,800, all of which is related to laboratory software improvements. | ||||||||
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, 2014 and 2013. | ||||||||
Segment Reporting | ||||||||
As of December 31, 2014 and 2013, 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 | ||||||||
FASB ASC 606 ASU 2014-09 - Revenue from contracts with customers. | ||||||||
In May 2014, the FASB issued amended guidance on contracts with customers to transfer goods or services or contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). The guidance requires an entity to recognize revenue on contracts with customers to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires that an entity depict the consideration by applying the following five steps: | ||||||||
· | Identify the contract(s) with a customer. | |||||||
· | Identify the performance obligations in the contract. | |||||||
· | Determine the transaction price. | |||||||
· | Allocate the transaction price to the performance obligations in the contract. | |||||||
· | Recognize revenue when (or as) the entity satisfies a performance obligation. | |||||||
The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. This amendment is to be either retrospectively adopted to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. The Company is evaluating the impact of the adoption of this guidance to determine whether or not it has a material impact on the Company's financial statements. | ||||||||
FASB ASC 606 ASU 2014-15 - Presentation of Financial Statements—Going Concern (Subtopic 205-40); Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. | ||||||||
In August 2014, the FASB issued ASU No. 2014-15, which applies should a company be facing probable liquidation within one year of the issuance of the financial statements, but is not actually in liquidation at the time of issuance. The applicable basis for presentation remains as a going concern, but if liquidation within one year is probable, then certain disclosures must be included in the financial statement presentation. ASU 2014-15 is effective for annual and interim periods beginning after December 15, 2016, with early adoption permitted. The Company is not electing to adopt early and is evaluating the impact of ASU 2014-15 on the Company’s financial disclosures. | ||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
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 $218,000 and $367,000 in commissions for the years ended December 31, 2014 and 2013, 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. Cash for the kits purchased for the 2013 program was received in the first quarter of 2013 and cash for the kits purchased for the 2014 program was received by December 31, 2013. As a component of the 2013 promotional program, and not reflective of actual product expiry, the kits were required to be redeemed by December 31, 2013. In February 2014, the Company removed the redemption date requirement for the 2013 promotional program, for which ABG paid the Company $519,000 as a retrospective increase in the product purchase price. All revenues related to the 2013 promotional program, including the $519,000, will remain deferred until the kits are redeemed or the breakage analysis determines the probability of eventual redemption is remote. In October 2014, the Company received $250,000 as a retrospective increase in the product purchase price for unsold kits as consideration for extending the required redemption date of the 2014 promotional program to December 31, 2017. Cash received for these kits will be treated as deferred revenues until specific kits are returned for processing or on the final allowed redemption date of December 31, 2017. | |
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. During the years ended December 31, 2014 and December 31, 2013, $150,923 and $198,960, respectively, related to license fees was 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. For the year ended December 31, 2013, the Company has earned $5,250 in fees from this agreement. No fees were earned in the year ended December 31, 2014. | |
For years ended December 31, 2014 and 2013, approximately 44% and 38%, respectively, of our revenue came from sales through our Merchant Network and Channel Partner Agreement with Amway Global, a subsidiary of Alticor, and 32% and 36%, 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 and the subsequent adoption of such Reimbursed Dental Plans by RHSC customers, the timing of which is very uncertain at this time and is dependent on a viable market developing for such plans. RHSC has informed us that it has presented the scientific data underlying Reimbursed Dental Plans to a number of customers and will make available Reimbursed Dental Plans as an alternative to a customer’s current plan for any customer that expresses an interest in such a plan. The Company may never receive significant revenues under this agreement. | |
Debt_Instruments
Debt Instruments | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Debt Instruments | Note 5—Debt Instruments |
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 or at December 31, 2014. | |
Venture Loan and Security Agreement | |
On December 23, 2014, the Company also entered into a Loan Agreement with Horizon Technology Finance Corporation (the “Lender”) under which the Company has borrowed $5.0 million. The loan bears interest at a floating rate equal to the One Month LIBOR Rate (with a floor of 0.50%) plus 8.50%. In the event that the One Month LIBOR Rate, as reported in the Wall Street Journal, exceeds 0.50%, the interest rate will be adjusted by an amount equal to the difference between such rates at the end of that particular month. At December 31, 2014, the rate was 9.0% per annum. The loan is to be repaid in forty-five (45) monthly payments consisting of fifteen (15) monthly payments of only interest followed by thirty (30) equal monthly payments of principal and interest. In addition, at the end of the repayment term (or at early termination of the loan) a final payment equal to 4.5% of the loan will be due and payable. The Company’s obligations under the Loan Agreement are secured by a first priority security interest in substantially all of its assets other than its intellectual property. The Company has also agreed not to pledge or otherwise encumber its intellectual property assets, subject to certain exceptions. In connection with the Loan Agreement, the Company issued to the Lender and its affiliates warrants to purchase a total of 2,492,523 shares of common stock at an exercise price of $0.1003 per share, which the Company refers to herein as the Lender Warrants. The Lender Warrants have a term of ten (10) years. | |
Additional items associated with the term loan that were recorded as a discount on the Term Loan and that are being recorded as additional interest expense using the effective interest method over the term of the loan in the Company’s consolidated statements of operations include $88,918 in cash fees paid to the Lender and $261,386 of the intrinsic value of the Lender Warrants. The final non-principal payment of $225,000 will be accrued as additional interest expense also using the effective interest method over the term of the loan. As of December 31, 2014, the unamortized discount associated with the Term Loan was $350,304. | |
Fixed_Assets
Fixed Assets | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Assets [Abstract] | ||||||||||
Fixed Assets | Note 6—Fixed Assets | |||||||||
The useful lives and balances of fixed assets at December 31, 2014 and 2013 consisted of the following: | ||||||||||
Useful Life | 2014 | 2013 | ||||||||
Computer software, computer equipment and office equipment | 3 years | $ | 477,222 | $ | 272,659 | |||||
Laboratory equipment | 5 years | 1,837,504 | 1,452,669 | |||||||
Furniture and fixtures | 5 years | 40,349 | 40,349 | |||||||
Leasehold improvements | 5 years | 309,618 | 309,618 | |||||||
Website development | 3 years | 298,553 | 270,678 | |||||||
Projects in Progress | 6,750 | 525,988 | ||||||||
2,969,996 | 2,871,961 | |||||||||
Less — Accumulated depreciation and amortization | -2,196,217 | -2,027,355 | ||||||||
Total | $ | 773,779 | $ | 844,606 | ||||||
Depreciation and amortization expense was $168,861 and $120,033, for the years ended December 31, 2014 and 2013, respectively. Fully depreciated assets of $8,200 were retired at December 31, 2014. | ||||||||||
Intangible_Assets
Intangible Assets | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Intangible Assets [Abstract] | ||||||||
Intangible Assets | Note 7—Intangible Assets | |||||||
Intangible assets at December 31, 2014 and 2013 consisted of the following: | ||||||||
2014 | 2013 | |||||||
Patent costs | $ | 1,154,523 | $ | 1,154,523 | ||||
Less — Accumulated amortization | -958,758 | -864,658 | ||||||
Total | $ | 195,765 | $ | 289,865 | ||||
Patent amortization expense was $94,100 and $109,266 for the years ended December 31, 2014 and 2013, respectively. | ||||||||
Patent costs which are being amortized on a straight-line basis over a 10-year life, are scheduled to amortize as follows: | ||||||||
Year ended December 31, | ||||||||
2015 | 77,656 | |||||||
2016 | 61,119 | |||||||
2017 | 42,229 | |||||||
2018 | 14,761 | |||||||
$ | 195,765 | |||||||
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities, Current [Abstract] | ||||||||
Accrued Expenses | Note 8—Accrued Expenses | |||||||
Accrued expenses at December 31, 2014 and 2013 consisted of the following: | ||||||||
2014 | 2013 | |||||||
Payroll and vacation | $ | 328,972 | $ | 198,968 | ||||
Other | 14,253 | 53,985 | ||||||
Total accrued expenses | $ | 343,225 | $ | 252,953 | ||||
Commitments_and_contingencies
Commitments and contingencies | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
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 | ||||||||||||||
Kenneth S. Kornman, DDS, Ph.D. | ||||||||||||||
On November 12, 2008, the Company entered into an employment agreement with Dr. Kornman, its President and Chief Scientific Officer, for a three-year term, commencing on March 31, 2009, the date his previous employment agreement expired. Effective March 31, 2012, this agreement was extended through November 30, 2012, and was extended again on November 20, 2012 through November 30, 2015. Under this agreement, Dr. Kornman received an initial annual salary of $360,000 and is eligible to receive annual bonuses solely at the discretion of the Board of Directors. Dr. Kornman’s annual salary may be increased in the sole discretion of the Board of Directors. Under the agreement, on November 12, 2008 Dr. Kornman received a stock option to purchase 75,000 shares of common stock, at an exercise price of $0.48 per share, which was the closing price as reported on the NYSE Amex on the grant date. The option was immediately exercisable with respect to 30,000 shares and vests with respect to an additional 15,000 shares on each of March 31, 2010, 2011, and 2012. Under the agreement, Dr. Kornman is entitled to participate in employee benefit plans that the Company provides or may establish for the benefit of its executive management generally. In addition, while Dr. Kornman remains employed by the Company, it will reimburse him $3,296 annually for payment of life insurance premiums. | ||||||||||||||
The agreement is terminable immediately by the Company with cause or upon thirty days prior written notice without cause. The agreement is terminable by Dr. Kornman upon thirty days prior written notice. If the Company terminates Dr. Kornman without cause or Dr. Kornman terminates his employment with good reason, then, in addition to payment of any accrued, but unpaid compensation prior to the termination, the Company must continue to pay his base salary and to provide health insurance benefits until the earlier of (1) expiration of the agreement or (2) twelve months. If the Company terminates Dr. Kornman in connection with a Cessation of the Company’s Business (as defined in the agreement), then, in addition to payment of any accrued, but unpaid compensation prior to the termination, the Company must continue to pay his base salary and to provide health insurance benefits until the earlier of (1) expiration of the agreement or (2) three months. The agreement also includes non-compete and non-solicitation provisions for a period of twelve months following the termination of Dr. Kornman’s employment. | ||||||||||||||
On March 31, 2010, Dr. Kornman was issued 12,500 shares of restricted stock under a restricted stock agreement dated April 30, 2008. In April 2010, as part of the year-end compensation process, the Compensation Committee granted Dr. Kornman an option to purchase 30,000 shares of the Company’s common stock. This option is exercisable at $0.745 per share and vests as to 20% of the shares on each of the first five anniversaries of the date of grant. | ||||||||||||||
In May 2011, the Compensation Committee granted Dr. Kornman an option to purchase 100,000 shares of the Company’s common stock. This option is exercisable at $0.46 per share and vests as to 25% of the shares on each of the first four anniversaries of the date of grant. | ||||||||||||||
On April 25, 2012, the Company executed an amendment, effective as of March 31, 2012, to Dr. Kornman’s employment agreement 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. | ||||||||||||||
In December 2012, the Compensation Committee granted Dr. Kornman an option to purchase 300,000 shares of the Company’s common stock. This option is exercisable at $0.34 per share and vests as to 25%, 33% and 42% of the shares on each of the first three anniversaries of the date of grant. | ||||||||||||||
In October 2013, Dr. Kornman was granted an option to purchase 2,250,000 shares of the Company’s common stock. This 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. | ||||||||||||||
Eliot M. Lurier | ||||||||||||||
On April 30, 2008, the Company entered into an employment agreement with Eliot M. Lurier for the position of Chief Financial Officer. The agreement had an initial term of one year and was automatically renewable for successive one year periods unless at least 60 days prior notice is given by either us or Mr. Lurier. The agreement provided for an initial annual base salary of $217,000 which could be increased in the sole discretion of the Compensation Committee of the Company’s Board. Mr. Lurier also received a signing bonus of $15,000 after his first four months of employment. On April 30, 2008, Mr. Lurier was granted an option to purchase 40,000 shares of the Company’s common stock at an exercise price equal to $1.49, which was the closing price as reported on the NYSE Amex on the grant date. The option vested in equal annual installments of 8,000 shares on each of the first five anniversaries of the grant date. The agreement also included non-compete and non-solicitation provisions for a period of six months following the termination of Mr. Lurier’s employment. | ||||||||||||||
In April 2010, as part of the year-end compensation process, the Compensation Committee granted Mr. Lurier an option to purchase 60,000 shares of the Company’s common stock. This option was exercisable at $0.745 per share and vested as to 20% of the shares on each of the first five anniversaries of the date of grant. In March 2011, as part of the year-end compensation process, the Compensation Committee granted Mr. Lurier an option to purchase 100,000 shares of the Company’s common stock. This option was exercisable at $0.36 per share and vested as to 25% of the shares on each of the first four anniversaries of the date of grant. In December 2012, the Compensation Committee granted Mr. Lurier an option to purchase 200,000 shares of the Company’s common stock. This option was exercisable at $0.34 per share and vested as to 25%, 33% and 42% of the shares on each of the first three anniversaries of the date of grant. In October 2013, Mr. Lurier was granted an option to purchase 750,000 shares of the Company’s common stock. This option had an exercise price of $0.3799, the fair value of the Company’s common stock on the grant date of the option, and vested 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. | ||||||||||||||
Mr. Lurier resigned effective September 5, 2014. All options granted to Mr. Lurier terminated as of December 4, 2014, per the standard 90 day post-termination clause contained in each agreement. | ||||||||||||||
Scott Snyder | ||||||||||||||
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 described below under “-Executive Bonus Plan.” 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 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 Interleukin’s offices. On July 23, 2013, the Compensation Committee agreed to amend Mr. Snyder’s employment agreement and increase the aggregate amount of travel and lodging expenses that may be reimbursed to an aggregate of $60,000. On August 4, 2014, the Compensation Committee agreed to amend Mr. Snyder’s employment agreement again and increase the aggregate amount of travel and lodging expenses that may be reimbursed to an aggregate of $80,000. 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 on January 2, 3013, the grant date of the option. The option vests 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 by 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. | ||||||||||||||
In October 2013, Mr. Snyder was granted an option to purchase 675,000 shares of the Company’s common stock. This 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. | ||||||||||||||
Bonus Plan | ||||||||||||||
On December 21, 2012, the Compensation Committee approved a Bonus Plan (the “Bonus Plan”) for the Company’s executives. Under the terms of the Bonus Plan: | ||||||||||||||
1 | Executives were not entitled to a non-discretionary bonus for the year ended December 31, 2013. | |||||||||||||
2 | Provided the Company meets certain earnings and revenue targets for the six months ended 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 ended 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 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. Bonus accruals totaling $146,000 were recorded in 2014 within accrued expenses on the balance sheets. In January 2015, the Board of Directors approved the 2014 bonus disbursement, which occurred in February 2015. | ||||||||||||||
Operating Leases | ||||||||||||||
The Company leases its office and laboratory space under a non-cancelable operating lease which was originally scheduled to expire on March 31, 2014. 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 reduced 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, which is the amount of space the Company currently occupies. In May 2010, the Company completed a sublease of the 6,011 square feet of underutilized office and laboratory space. The sublease also expired 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, 2014, are as follows: | ||||||||||||||
Year Ended | Office | Total | ||||||||||||
December 31, | Lease | Net Lease | Equipment | Payments, Net | ||||||||||
2015 | $ | 319,854 | $ | 319,854 | $ | 1,056 | $ | 320,910 | ||||||
2016 | 326,349 | 326,349 | — | 326,349 | ||||||||||
2017 | 81,993 | 81,993 | — | 81,993 | ||||||||||
$ | 728,196 | $ | 728,196 | $ | 1,056 | $ | 729,252 | |||||||
Rent expense was $309,891 and $331,916 for the years ended December 31, 2014 and 2013, respectively. The February 2014 lease amendment states an initial base rent with an escalation of 2.06% of base rent in year two and another 2.06% in year three. | ||||||||||||||
Capital_Stock
Capital Stock | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Capital Stock [Abstract] | |||||||||
Capital Stock | Note 10—Capital Stock | ||||||||
Authorized Preferred and Common Stock | |||||||||
As of December 31, 2014, the Company has 6,000,000 shares of preferred stock, par value $0.001 authorized and 300,000,000 shares of common stock, par value $0.001 authorized. As of December 31, 2014 the Company has 172,683,342 shares of common stock outstanding and the following shares of common stock are reserved for issuance: | |||||||||
Reserved for | Strike | ||||||||
issuance | Price | Expiry | |||||||
Shares reserved under outstanding stock options and options available for grant | 10,689,000 | ||||||||
Rights associated with Employee Stock Purchase Plan | 503,952 | ||||||||
Warrants with common stock additional purchase rights associated with December 2014 private placement | 50,189,431 | $ | 0.1003 | 23-Dec-21 | |||||
Warrants to purchase common stock associated with December 2014 venture loan and security agreement | 2,492,523 | $ | 0.1003 | 23-Dec-24 | |||||
Outstanding warrants issued in October 2010 | 1,750,000 | $ | 1.3 | 5-Mar-15 | |||||
Outstanding warrants issued in June 2012 | 437,158 | $ | 0.2745 | 29-Jun-17 | |||||
Outstanding warrants issued in May 2013, vesting May 2013 | 20,655,737 | $ | 0.2745 | 17-May-20 | |||||
Outstanding warrants issued in May 2013, vesting August 2013 | 14,426,230 | $ | 0.2745 | 9-Aug-20 | |||||
Total common shares reserved for issuance at December 31, 2014 | 101,144,031 | ||||||||
Total common shares issued and outstanding at December 31, 2014 | 172,683,342 | ||||||||
Total common shares outstanding and reserved for issuance at December 31, 2014 | 273,827,373 | ||||||||
On May 17, 2013, the Company entered into the 2013 Purchase Agreement with the 2013 Investors, pursuant to which the Company sold securities to the 2013 Investors 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 2013 Investors also received warrants (the “2013 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 2013 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 2013 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 2013 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 (the “2013 Placement Agent Warrants”) to purchase an aggregate of 2,295,082 shares of common stock, at an exercise price of $0.2745 per share. The 2013 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 2013 Placement Agent Warrants were recorded as issuance costs resulting in a reduction to shareholders’ equity. | |||||||||
For purposes of determining the fair value of the 2013 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 2013 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 resulting in the issuance of 39,089,161 shares of common stock. | |||||||||
In addition, pursuant to the 2013 Purchase Agreement, each Investor had the right, at any time on or before June 30, 2014 (the “Exercise Date”), to purchase at one or more subsequent closings its pro rata share of up to an aggregate of 18,214,936 additional shares of common stock at a purchase price of $0.2745 per share and 2013 Warrants to purchase up to an aggregate of 13,661,201 shares of common stock at an exercise price of $0.2745 per share. The Exercise Date was extended until December 31, 2014, and this right expired unexercised. | |||||||||
In September, 2014, the Company issued warrants to the Company’s financial consultant, Danforth Advisors, to purchase up to 100,000 shares of common stock at a price of $0.25 per share. The warrants have a ten (10) year term and vest on a monthly basis over two years, provided that, if the Company terminates the agreement without cause before the one year anniversary, 50% of the warrants immediately vest, and if the Company terminates the agreement without cause on extension after one year, the remaining 50% of the warrants immediately vest. The warrant will also become exercisable in full upon a change of control of the Company if the agreement is still in effect. The fair value of the warrants at issuance was recorded as equity totaling $23,800 and will be amortized to consulting fees over the remaining service requirement. The fair value of these warrants at December 31, 2014 is $13,100. The fair value calculation used the following assumptions in a Black Scholes model to determine the fair value of the warrants: | |||||||||
September 8, | December 31, | ||||||||
2014 | 2014 | ||||||||
Risk-free interest rate | 2.48 | % | 2.47 | % | |||||
Expected life | 10 years | 9.7 years | |||||||
Expected volatility | 119.4 | % | 124.9 | % | |||||
Dividend yield | 0 | % | 0 | % | |||||
On December 23, 2014, the Company entered into the 2014 Purchase Agreement with the 2014 Investors, pursuant to which it sold to the 2014 Investors in the December 2014 Private Placement an aggregate of 50,099,700 shares of common stock at a price of $0.1003 per share for gross proceeds of approximately $5.025 million. The 2014 Investors also received warrants to purchase up to an aggregate of 50,099,700 shares of common stock an exercise price of $0.1003 per share. The 2014 Warrants are all currently exercisable and have a term of seven years. | |||||||||
For services related to this transaction, the placement agent BTIG and legal counsel received an aggregate of $218,126 in cash fees and BTIG received 2014 warrants (“Placement Agent 2014 Warrants”) to purchase an aggregate of 89,731 shares of common stock. The cash fees and the fair value of the Placement Agent 2014 Warrants were recorded as equity issuance costs resulting in a reduction to shareholders’ equity. | |||||||||
The 2014 Warrants were recorded as equity at fair value on the date of issuance. Fair value of the 2014 Warrants was calculated using the following inputs in a Black-Scholes model: | |||||||||
December 23, 2014 | |||||||||
Risk-free interest rate | 1.98 | % | |||||||
Expected life | 7 years | ||||||||
Expected volatility | 138.4 | % | |||||||
Dividend yield | 0 | % | |||||||
The fair value of the common stock based on the closing price on December 23, 2014 was determined to be $5.5 million, the fair value of the investor 2014 Warrants was $5.2 million, and the fair value of the Placement Agent 2014 Warrants was $9,000, representing 51.5%, 48.4% and 0.1% of the total value, respectively. | |||||||||
The issuance was recorded as equity, with net proceeds being allocated per the proportions above. | |||||||||
Registration Rights Agreements | |||||||||
On May 17, 2013, the Company entered into a Registration Rights Agreement with the 2013 Investors, 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 2013 Investors and the shares of common stock underlying the 2013 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 2013 Placement Agent Warrants. The Company filed the registration statement on July 1, 2013, and it was declared effective on August 9, 2013. | |||||||||
In connection with the December 2014 Private Placement, on December 23, 2014, the Company also entered into a Registration Rights Agreement with the 2014 Investors and BTIG, pursuant to which the Company was required to file a registration statement on Form S-1 within 45 days of December 23, 2014 to cover the resale of (i) the shares of common stock sold to the 2014 Investors and the shares of common stock underlying the 2014 Warrants and (ii) the shares of common stock underlying the Placement Agent 2014 Warrants. The Company filed the registration statement on February 6, 2015 | |||||||||
Venture Loan and Security Agreement | |||||||||
On December 23, 2014, the Company entered into a venture loan and security agreement with Horizon Technology Finance Corporation under which the Company has borrowed $5.0 million. In connection with the Loan Agreement, the Company issued to the Lender and its affiliates warrants to purchase a total of 2,492,523 shares of common stock at an exercise price of $0.1003 per share, which are referred to herein as the Lender Warrants. The Lender Warrants have a term of ten (10) years. | |||||||||
The Lender Warrants were recorded as equity at fair value on the date of issuance. Fair value of the Lender Warrants was calculated using the following inputs in a Black-Scholes model: | |||||||||
December 23, 2014 | |||||||||
Risk-free interest rate | 2.17 | % | |||||||
Expected life | 10 years | ||||||||
Expected volatility | 121.6 | % | |||||||
Dividend yield | 0 | % | |||||||
The fair value of the Lender Warrants at December 23, 2014 was $261,385 and was recorded as equity and a discount to debt and will be amortized over the 45 months representing the term of the loan. | |||||||||
Principal payments due under the terms of the Loan Agreement are as follows: | |||||||||
2015 | - | ||||||||
2016 | 1,223,672 | ||||||||
2017 | 1,981,623 | ||||||||
2018 | 1,794,705 | ||||||||
$ | 5,000,000 | ||||||||
StockBased_Compensation_Arrang
Stock-Based Compensation Arrangements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
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”). During the year ended December 31, 2014, the Company granted 137,000 stock options under the 2013 Plan. The 2013 Plan allows for the issuance of up to 8,860,000 additional shares of the Company’s common stock pursuant to awards granted under the 2013 Plan. Additionally, the 2013 plan allows for the issuance of up to a maximum of 2,435,500 additional shares of the Company’s common stock, pursuant to the cancellation, forfeiture, or expiry, of awards granted under the 2004 Plan and terminated on or after the 2013 plan approval on August 9, 2013. At December 31, 2014, the Company had recaptured 937,000 shares from the 2004 plan, leaving an aggregate of 6,165,100 shares of common stock available for grant 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 2014 and 2013, the Black-Scholes option-pricing model was used with the following weighted-average assumptions: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 1.53 | % | 1.56 | % | |||||||||||||
Expected life | 5.73 years | 5.73 years | |||||||||||||||
Expected volatility | 144.74 | % | 140.35 | % | |||||||||||||
Dividend yield | 0 | % | 0 | % | |||||||||||||
Using these assumptions, the weighted average grant date fair value of options granted in 2014 and 2013 was $0.32 and $0.34, 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, 2014 and 2013, 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 years ended December 31, 2014 and 2013, employees purchased 134,935 and 111,113 shares, respectively, of common stock at a weighted-average purchase price of $0.24 and $0.28, respectively, while the weighted-average market value was $0.28 and $0.33 per share, respectively, resulting in compensation expense of $5,437 and $5,522, respectively. | |||||||||||||||||
The following table details stock option and restricted stock activity for the years ended December 31, 2014 and 2013. | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Weighted Avg. | Weighted Avg. | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||
Outstanding, beginning of period | 5,884,050 | $ | 0.43 | 2,302,000 | $ | 1.06 | |||||||||||
Granted | 137,000 | 0.35 | 4,693,800 | 0.38 | |||||||||||||
Stock options exercised | –– | 0 | -252,000 | 0.32 | |||||||||||||
Restricted stock exercised | –– | 0 | -2,500 | 0 | |||||||||||||
Forfeited/Expired | -1,497,150 | 0.53 | -857,250 | 1.87 | |||||||||||||
Outstanding, end of period | 4,523,900 | $ | 0.39 | 5,884,050 | $ | 0.43 | |||||||||||
Exercisable, end of period | 1,645,161 | $ | 0.43 | 588,750 | $ | 0.89 | |||||||||||
The following table details further information regarding stock options and restricted stock outstanding and exercisable at December 31, 2014: | |||||||||||||||||
Stock Options/Restricted Stock | |||||||||||||||||
Stock Options/Restricted Stock Outstanding | Exercisable | ||||||||||||||||
Weighted Avg. | |||||||||||||||||
remaining | Weighted Avg. | Weighted Avg. | |||||||||||||||
contractual life | Exercise | Exercise | |||||||||||||||
Range of Exercise Price: | Shares | (years) | Price | Shares | Price | ||||||||||||
$0.01–$1.00 | 4,474,900 | 8.51 | $ | 0.38 | 1,596,161 | $ | 0.39 | ||||||||||
$1.01–$2.00 | 45,000 | 3.25 | 1.4 | 45,000 | 1.4 | ||||||||||||
$2.01–$3.00 | –– | –– | –– | –– | –– | ||||||||||||
$3.01–$4.00 | –– | –– | –– | –– | –– | ||||||||||||
$4.01–$5.00 | 4,000 | 0.93 | 4.1 | 4,000 | 4.1 | ||||||||||||
4,523,900 | 8.45 | $ | 0.39 | 1,645,161 | $ | 0.43 | |||||||||||
Aggregate intrinsic value | $ | 0 | $ | 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, 2014, of $0.14. | |||||||||||||||||
The following table summarizes the status of the Company’s non-vested options for the years ended December 31, 2014 and 2013: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Weighted Avg | Weighted Avg | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||
Non-vested options, beginning of year | 5,295,300 | $ | 0.38 | 925,050 | $ | 0.42 | |||||||||||
Granted | 137,000 | 0.35 | 4,693,800 | 0.38 | |||||||||||||
Vested | -1,360,436 | 0.38 | -270,300 | 0.48 | |||||||||||||
Forfeited | -1,193,125 | 0.38 | -53,250 | 0.51 | |||||||||||||
Non-vested options, end of year | 2,878,739 | $ | 0.37 | 5,295,300 | $ | 0.38 | |||||||||||
Total cost for stock-based compensation arrangements is as follows: | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock option grants beginning of period | $ | 492,332 | $ | 92,187 | |||||||||||||
Stock-based arrangements during the period: | |||||||||||||||||
Stock option grants | 1,166 | 100,638 | |||||||||||||||
Restricted stock issued: | |||||||||||||||||
Employee stock purchase plan | 5,437 | 5,522 | |||||||||||||||
Director agreements | –– | -540 | |||||||||||||||
$ | 498,935 | $ | 197,807 | ||||||||||||||
As of December 31, 2014 and 2013, there was approximately $835,551 and $1,517,607 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 2.6 years. | |||||||||||||||||
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014 and 2013, $7,105 and $8,841, respectively, was contributed by the Company to the plan. | |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Taxes | Note 13—Income Taxes | |||||||
For the years ended December 31, 2014 and 2013, 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 2014 or 2013 as it has recorded a valuation allowance against net operating losses and other net deferred tax assets due to uncertainties related to the ability of these tax assets to be realized. | ||||||||
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, 2014 and 2013, the expected income tax effect of the Company’s deferred tax assets (liabilities) consisted of the following: | ||||||||
2014 | 2013 | |||||||
Deferred tax asset: | ||||||||
Tax effect of: | ||||||||
Net operating loss carryforwards | $ | 26,754,000 | $ | 25,504,000 | ||||
Accrued expenses | 105,000 | 49,000 | ||||||
Amortization of definite lived intangible assets | 12,000 | 15,000 | ||||||
Non-qualified stock option compensation | 113,000 | 69,000 | ||||||
Depreciation | 97,000 | 123,000 | ||||||
Other | 1,076,000 | 297,000 | ||||||
Patents | -77,000 | -114,000 | ||||||
State net operating loss carryforwards, net of federal tax benefit | 214,000 | 19,000 | ||||||
Research tax credit carryforwards | 2,169,000 | 2,223,000 | ||||||
Total deferred tax assets | 30,463,000 | 28,185,000 | ||||||
Valuation allowance | -30,463,000 | -28,185,000 | ||||||
Net deferred tax assets | $ | - | $ | - | ||||
As of December 31, 2014, the Company had gross net operating loss (NOL) and research tax credit carryforwards of approximately $81.2 million and $1.6 million, respectively, for federal income tax purposes, expiring in varying amounts through the year 2034. Of the $81.2 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, 2014, the Company had gross NOL and research tax credit carryforwards of approximately $4.1 million and $0.9 million for state income tax purposes, expiring in varying amounts through the year 2034. | ||||||||
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. In addition, the Company’s equity offerings, including those in 2013 and 2014, may have resulted in qualifying changes in ownership. A formal study, which the Company has not undertaken, is required to determine applicability of restrictions, and might indicate that the Company’s NOL carryforwards are subject to additional limitations on utilization. | ||||||||
The benefit for income taxes differs from the federal statutory rate due to the following: | ||||||||
2014 | 2013 | |||||||
Tax at statutory rate | -34 | % | -34 | % | ||||
State taxes, net of federal benefit | 0 | 0 | ||||||
Research and development credit | -1.4 | -1.7 | ||||||
Share based payment expense | 1.8 | 0.7 | ||||||
Other | 1.5 | 3 | ||||||
Removal of deferred tax asset on federal net operating losses | 0 | 64.1 | ||||||
Establishment of deferred tax asset on state net operating losses and state deferred taxes, net of federal income tax benefits | -3.8 | 6.4 | ||||||
Change in valuation allowance | 36 | -38.6 | ||||||
Effective tax rate | 0 | % | 0 | % | ||||
Risks_and_Uncertainties
Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014, 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, 2014 and 2013, approximately 44% and 38%, respectively, of the Company’s revenue came from sales through our Merchant Network and Channel Partner Agreement with Amway Global, a subsidiary of Alticor, and 32% and 36%, respectively, of our revenue came from sales through ABG’s promotional product bundle program. | |
Subsequent_Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 15—Subsequent Event |
In January 2015, Dr. Kornman was granted an option to purchase 2,030,000 shares of the Company’s common stock. This option has an exercise price of $0.26, the fair value of the Company’s common stock on the grant date of the option, and will vest as to 1/48 of the shares at the beginning of each month beginning on February 1, 2015. | |
In January 2015, Mr. Snyder was granted an option to purchase 660,000 shares of the Company’s common stock. This option has an exercise price of $0.26, the fair value of the Company’s common stock on the grant date of the option, and will vest as to 1/48 of the shares at the beginning of each month beginning on February 1, 2015. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
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, 2014 and December 31, 2013, the Company had deferred genetic test revenue of $3.2 million and $3.8 million, respectively. Included in deferred revenue at December 31, 2014 is $3.0 million for kits that are still outstanding one year or longer after initial kit sale, of which $0.5 million was sold directly to consumers (credit card payments) and $2.5 million was sold to Access Business Group LLC, an affiliate of Alticor Inc., a related party, for the Body Key promotional bundle. | ||||||||
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 2014. 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. Included in genetic test revenue at December 31, 2014 is $309,000 of breakage revenue related to unredeemed genetic test kits from 2011. 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 $218,000 and $367,000 for the years ended December 31, 2014 and 2013, 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, 2014 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, 2014. 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 test 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, 2014 and December 31, 2013, $48,000 and $41,000, respectively, of raw materials are at the fulfillment center and reflected in inventory with a corresponding entry to accounts payable. | ||||||||
Inventory consisted of the following at December 31, 2014 and 2013: | ||||||||
December 31, 2014 | December 31, 2013 | |||||||
Raw materials | $ | 163,239 | $ | 180,948 | ||||
Finished goods | 8,336 | 9,476 | ||||||
Total inventory, net | $ | 171,575 | $ | 190,424 | ||||
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. The Company expenses 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 $30.5 million as of December 31, 2014, 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. | ||||||||
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 quarters ended June 30, 2013 and December 31, 2014, the Company may have undergone IRC section 382 ownership changes 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 in the quarter ended June 30, 2013, 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, 2014. 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. | ||||||||
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, | ||||||||
2014 | 2013 | |||||||
Options outstanding | 4,523,900 | 5,884,050 | ||||||
Warrants outstanding | 89,951,079 | 37,269,125 | ||||||
Total | 94,474,979 | 43,153,175 | ||||||
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, 2014 and 2013, 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, 2014, 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 shorter of the estimated useful life of the asset or the remaining term of the lease. | ||||||||
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. At December 31, 2013, Projects in Progress had a balance of $526,000, all of which were laboratory improvement projects. All of those projects were placed in service in the first nine months of 2014. At December 31, 2014, Projects in progress had a balance of $6,800, all of which is related to laboratory software improvements. | ||||||||
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, 2014 and 2013. | ||||||||
Segment Reporting | Segment Reporting | |||||||
As of December 31, 2014 and 2013, 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 | |||||||
FASB ASC 606 ASU 2014-09 - Revenue from contracts with customers. | ||||||||
In May 2014, the FASB issued amended guidance on contracts with customers to transfer goods or services or contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). The guidance requires an entity to recognize revenue on contracts with customers to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance requires that an entity depict the consideration by applying the following five steps: | ||||||||
· | Identify the contract(s) with a customer. | |||||||
· | Identify the performance obligations in the contract. | |||||||
· | Determine the transaction price. | |||||||
· | Allocate the transaction price to the performance obligations in the contract. | |||||||
· | Recognize revenue when (or as) the entity satisfies a performance obligation. | |||||||
The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. This amendment is to be either retrospectively adopted to each prior reporting period presented or retrospectively with the cumulative effect of initially applying this ASU recognized at the date of initial application. The Company is evaluating the impact of the adoption of this guidance to determine whether or not it has a material impact on the Company's financial statements. | ||||||||
FASB ASC 606 ASU 2014-15 - Presentation of Financial Statements—Going Concern (Subtopic 205-40); Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. | ||||||||
In August 2014, the FASB issued ASU No. 2014-15, which applies should a company be facing probable liquidation within one year of the issuance of the financial statements, but is not actually in liquidation at the time of issuance. The applicable basis for presentation remains as a going concern, but if liquidation within one year is probable, then certain disclosures must be included in the financial statement presentation. ASU 2014-15 is effective for annual and interim periods beginning after December 15, 2016, with early adoption permitted. The Company is not electing to adopt early and is evaluating the impact of ASU 2014-15 on the Company’s financial disclosures. | ||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Significant Accounting Policies [Abstract] | ||||||||
Inventory | Inventory consisted of the following at December 31, 2014 and 2013: | |||||||
December 31, 2014 | December 31, 2013 | |||||||
Raw materials | $ | 163,239 | $ | 180,948 | ||||
Finished goods | 8,336 | 9,476 | ||||||
Total inventory, net | $ | 171,575 | $ | 190,424 | ||||
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, | ||||||||
2014 | 2013 | |||||||
Options outstanding | 4,523,900 | 5,884,050 | ||||||
Warrants outstanding | 89,951,079 | 37,269,125 | ||||||
Total | 94,474,979 | 43,153,175 | ||||||
Fixed_Assets_Tables
Fixed Assets (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Assets [Abstract] | ||||||||||
Schedule of useful lives and balances of fixed assets | The useful lives and balances of fixed assets at December 31, 2014 and 2013 consisted of the following: | |||||||||
Useful Life | 2014 | 2013 | ||||||||
Computer software, computer equipment and office equipment | 3 years | $ | 477,222 | $ | 272,659 | |||||
Laboratory equipment | 5 years | 1,837,504 | 1,452,669 | |||||||
Furniture and fixtures | 5 years | 40,349 | 40,349 | |||||||
Leasehold improvements | 5 years | 309,618 | 309,618 | |||||||
Website development | 3 years | 298,553 | 270,678 | |||||||
Projects in Progress | 6,750 | 525,988 | ||||||||
2,969,996 | 2,871,961 | |||||||||
Less — Accumulated depreciation and amortization | -2,196,217 | -2,027,355 | ||||||||
Total | $ | 773,779 | $ | 844,606 | ||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Intangible Assets [Abstract] | ||||||||
Summary of Intangible Assets | Intangible assets at December 31, 2014 and 2013 consisted of the following: | |||||||
2014 | 2013 | |||||||
Patent costs | $ | 1,154,523 | $ | 1,154,523 | ||||
Less — Accumulated amortization | -958,758 | -864,658 | ||||||
Total | $ | 195,765 | $ | 289,865 | ||||
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 ended December 31, | ||||||||
2015 | 77,656 | |||||||
2016 | 61,119 | |||||||
2017 | 42,229 | |||||||
2018 | 14,761 | |||||||
$ | 195,765 | |||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accrued Liabilities, Current [Abstract] | ||||||||
Schedule of accrued expenses | Accrued expenses at December 31, 2014 and 2013 consisted of the following: | |||||||
2014 | 2013 | |||||||
Payroll and vacation | $ | 328,972 | $ | 198,968 | ||||
Other | 14,253 | 53,985 | ||||||
Total accrued expenses | $ | 343,225 | $ | 252,953 | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
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, 2014, are as follows: | |||||||||||||
Year Ended | Office | Total | ||||||||||||
December 31, | Lease | Net Lease | Equipment | Payments, Net | ||||||||||
2015 | $ | 319,854 | $ | 319,854 | $ | 1,056 | $ | 320,910 | ||||||
2016 | 326,349 | 326,349 | — | 326,349 | ||||||||||
2017 | 81,993 | 81,993 | — | 81,993 | ||||||||||
$ | 728,196 | $ | 728,196 | $ | 1,056 | $ | 729,252 | |||||||
Capital_Stock_Tables
Capital Stock (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Authorized, Issued and Reserved shares of common stock | As of December 31, 2014 the Company has 172,683,342 shares of common stock outstanding and the following shares of common stock are reserved for issuance: | ||||||||
Reserved for | Strike | ||||||||
issuance | Price | Expiry | |||||||
Shares reserved under outstanding stock options and options available for grant | 10,689,000 | ||||||||
Rights associated with Employee Stock Purchase Plan | 503,952 | ||||||||
Warrants with common stock additional purchase rights associated with December 2014 private placement | 50,189,431 | $ | 0.1003 | 23-Dec-21 | |||||
Warrants to purchase common stock associated with December 2014 venture loan and security agreement | 2,492,523 | $ | 0.1003 | 23-Dec-24 | |||||
Outstanding warrants issued in October 2010 | 1,750,000 | $ | 1.3 | 5-Mar-15 | |||||
Outstanding warrants issued in June 2012 | 437,158 | $ | 0.2745 | 29-Jun-17 | |||||
Outstanding warrants issued in May 2013, vesting May 2013 | 20,655,737 | $ | 0.2745 | 17-May-20 | |||||
Outstanding warrants issued in May 2013, vesting August 2013 | 14,426,230 | $ | 0.2745 | 9-Aug-20 | |||||
Total common shares reserved for issuance at December 31, 2014 | 101,144,031 | ||||||||
Total common shares issued and outstanding at December 31, 2014 | 172,683,342 | ||||||||
Total common shares outstanding and reserved for issuance at December 31, 2014 | 273,827,373 | ||||||||
Principal payments due under the terms of Loan Agreement | Principal payments due under the terms of the Loan Agreement are as follows: | ||||||||
2015 | - | ||||||||
2016 | 1,223,672 | ||||||||
2017 | 1,981,623 | ||||||||
2018 | 1,794,705 | ||||||||
$ | 5,000,000 | ||||||||
Venture Loan [Member] | |||||||||
Black-Scholes Pricing Model Assumptions to Determine Fair Value of Warrants | Fair value of the Lender Warrants was calculated using the following inputs in a Black-Scholes model: | ||||||||
December 23, 2014 | |||||||||
Risk-free interest rate | 2.17 | % | |||||||
Expected life | 10 years | ||||||||
Expected volatility | 121.6 | % | |||||||
Dividend yield | 0 | % | |||||||
Warrants 2014 [Member] | |||||||||
Black-Scholes Pricing Model Assumptions to Determine Fair Value of Warrants | Fair value of the 2014 Warrants was calculated using the following inputs in a Black-Scholes model: | ||||||||
December 23, 2014 | |||||||||
Risk-free interest rate | 1.98 | % | |||||||
Expected life | 7 years | ||||||||
Expected volatility | 138.4 | % | |||||||
Dividend yield | 0 | % | |||||||
Investor [Member] | |||||||||
Black-Scholes Pricing Model Assumptions to Determine Fair Value of Warrants | The fair value calculation used the following assumptions in a Black Scholes model to determine the fair value of the warrants: | ||||||||
September 8, | December 31, | ||||||||
2014 | 2014 | ||||||||
Risk-free interest rate | 2.48 | % | 2.47 | % | |||||
Expected life | 10 years | 9.7 years | |||||||
Expected volatility | 119.4 | % | 124.9 | % | |||||
Dividend yield | 0 | % | 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 2013 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, 2014 | |||||||||||||||||
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 2014 and 2013, the Black-Scholes option-pricing model was used with the following weighted-average assumptions: | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 1.53 | % | 1.56 | % | |||||||||||||
Expected life | 5.73 years | 5.73 years | |||||||||||||||
Expected volatility | 144.74 | % | 140.35 | % | |||||||||||||
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, 2014 and 2013. | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Weighted Avg. | Weighted Avg. | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||
Outstanding, beginning of period | 5,884,050 | $ | 0.43 | 2,302,000 | $ | 1.06 | |||||||||||
Granted | 137,000 | 0.35 | 4,693,800 | 0.38 | |||||||||||||
Stock options exercised | –– | 0 | -252,000 | 0.32 | |||||||||||||
Restricted stock exercised | –– | 0 | -2,500 | 0 | |||||||||||||
Forfeited/Expired | -1,497,150 | 0.53 | -857,250 | 1.87 | |||||||||||||
Outstanding, end of period | 4,523,900 | $ | 0.39 | 5,884,050 | $ | 0.43 | |||||||||||
Exercisable, end of period | 1,645,161 | $ | 0.43 | 588,750 | $ | 0.89 | |||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The following table details further information regarding stock options and restricted stock outstanding and exercisable at December 31, 2014: | ||||||||||||||||
Stock Options/Restricted Stock | |||||||||||||||||
Stock Options/Restricted Stock Outstanding | Exercisable | ||||||||||||||||
Weighted Avg. | |||||||||||||||||
remaining | Weighted Avg. | Weighted Avg. | |||||||||||||||
contractual life | Exercise | Exercise | |||||||||||||||
Range of Exercise Price: | Shares | (years) | Price | Shares | Price | ||||||||||||
$0.01–$1.00 | 4,474,900 | 8.51 | $ | 0.38 | 1,596,161 | $ | 0.39 | ||||||||||
$1.01–$2.00 | 45,000 | 3.25 | 1.4 | 45,000 | 1.4 | ||||||||||||
$2.01–$3.00 | –– | –– | –– | –– | –– | ||||||||||||
$3.01–$4.00 | –– | –– | –– | –– | –– | ||||||||||||
$4.01–$5.00 | 4,000 | 0.93 | 4.1 | 4,000 | 4.1 | ||||||||||||
4,523,900 | 8.45 | $ | 0.39 | 1,645,161 | $ | 0.43 | |||||||||||
Aggregate intrinsic value | $ | 0 | $ | 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, 2014 and 2013: | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Weighted Avg | Weighted Avg | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||
Non-vested options, beginning of year | 5,295,300 | $ | 0.38 | 925,050 | $ | 0.42 | |||||||||||
Granted | 137,000 | 0.35 | 4,693,800 | 0.38 | |||||||||||||
Vested | -1,360,436 | 0.38 | -270,300 | 0.48 | |||||||||||||
Forfeited | -1,193,125 | 0.38 | -53,250 | 0.51 | |||||||||||||
Non-vested options, end of year | 2,878,739 | $ | 0.37 | 5,295,300 | $ | 0.38 | |||||||||||
Total Compensation Cost Recorded for Stock-Based Compensation | Total cost for stock-based compensation arrangements is as follows: | ||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Stock option grants beginning of period | $ | 492,332 | $ | 92,187 | |||||||||||||
Stock-based arrangements during the period: | |||||||||||||||||
Stock option grants | 1,166 | 100,638 | |||||||||||||||
Restricted stock issued: | |||||||||||||||||
Employee stock purchase plan | 5,437 | 5,522 | |||||||||||||||
Director agreements | –– | -540 | |||||||||||||||
$ | 498,935 | $ | 197,807 | ||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Deferred Tax Assets and Liabilities | As of December 31, 2014 and 2013, the expected income tax effect of the Company’s deferred tax assets (liabilities) consisted of the following: | |||||||
2014 | 2013 | |||||||
Deferred tax asset: | ||||||||
Tax effect of: | ||||||||
Net operating loss carryforwards | $ | 26,754,000 | $ | 25,504,000 | ||||
Accrued expenses | 105,000 | 49,000 | ||||||
Amortization of definite lived intangible assets | 12,000 | 15,000 | ||||||
Non-qualified stock option compensation | 113,000 | 69,000 | ||||||
Depreciation | 97,000 | 123,000 | ||||||
Other | 1,076,000 | 297,000 | ||||||
Patents | -77,000 | -114,000 | ||||||
State net operating loss carryforwards, net of federal tax benefit | 214,000 | 19,000 | ||||||
Research tax credit carryforwards | 2,169,000 | 2,223,000 | ||||||
Total deferred tax assets | 30,463,000 | 28,185,000 | ||||||
Valuation allowance | -30,463,000 | -28,185,000 | ||||||
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: | |||||||
2014 | 2013 | |||||||
Tax at statutory rate | -34 | % | -34 | % | ||||
State taxes, net of federal benefit | 0 | 0 | ||||||
Research and development credit | -1.4 | -1.7 | ||||||
Share based payment expense | 1.8 | 0.7 | ||||||
Other | 1.5 | 3 | ||||||
Removal of deferred tax asset on federal net operating losses | 0 | 64.1 | ||||||
Establishment of deferred tax asset on state net operating losses and state deferred taxes, net of federal income tax benefits | -3.8 | 6.4 | ||||||
Change in valuation allowance | 36 | -38.6 | ||||||
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 | ||
Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 23, 2014 | 17-May-13 | |
Line of Credit Facility [Line Items] | |||||
Net Income Loss | ($6,335,714) | ($7,057,933) | |||
Accumulated deficit | -121,090,312 | -114,754,598 | |||
Stock Issued During Period Shares New Issues | 18,214,936 | ||||
Share Price | $0.27 | ||||
Proceeds from Issuance of Private Placement | 5,025,000 | 12,000,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.27 | $0.27 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 13,661,201 | 32,786,885 | |||
December 2014 Private Placement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Stock Issued During Period Shares New Issues | 50,099,700 | ||||
Share Price | $0.10 | ||||
Proceeds from Issuance of Private Placement | 5,025,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.10 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,099,700 | ||||
Common Stock [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Net Income Loss | 0 | 0 | |||
Stock Issued During Period Shares New Issues | 43,715,847 | ||||
Proceeds from Issuance of Private Placement | $12,000,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.27 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Schedule Of Inventory) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory Disclosure [Line Items] | ||
Raw materials | $163,239 | $180,948 |
Finished goods | 8,336 | 9,476 |
Total inventory, net | $171,575 | $190,424 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Potential Common Stock Equivalents Excluded from Calculation of Diluted Net Loss per Share) (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
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 | 94,474,979 | 43,153,175 |
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 | 4,523,900 | 5,884,050 |
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 | 89,951,079 | 37,269,125 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies- Additional Information (Detail) (USD $) | 12 Months Ended | 3 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | |
Significant Accounting Policies [Line Items] | |||
Deferred revenue | $3,200,000 | $3,800,000 | $3,800,000 |
Sales commissions | 218,000 | 367,000 | |
Percentage of cash discount offered to customers | 2.00% | ||
Deferred tax assets, valuation allowance | 30,463,000 | 28,185,000 | 28,185,000 |
Inventory Raw Materials | 163,239 | 180,948 | 180,948 |
Deferred Tax Assets, Gross | 30,463,000 | 28,185,000 | 28,185,000 |
Debt Conversion, Original Debt, Amount | 14,300,000 | ||
Construction in Progress, Gross | 6,750 | 525,988 | 525,988 |
Federal R&D Tax Credit [Member] | |||
Significant Accounting Policies [Line Items] | |||
Deferred Tax Assets, Gross | 61,000 | 61,000 | |
Fulfillment Center [Member] | |||
Significant Accounting Policies [Line Items] | |||
Inventory Raw Materials | 48,000 | 41,000 | 41,000 |
Genetic Test Revenue [Member] | |||
Significant Accounting Policies [Line Items] | |||
Breakage Revenue | 309,000 | 213,000 | |
Customer Payment [Member] | |||
Significant Accounting Policies [Line Items] | |||
Deferred revenue | 500,000 | ||
Kits Components [Member] | |||
Significant Accounting Policies [Line Items] | |||
Deferred revenue | 3,000,000 | ||
Access Business Group, Llc [Member] | |||
Significant Accounting Policies [Line Items] | |||
Deferred revenue | $2,500,000 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | |||
Commissions paid | $218,000 | $367,000 | |
Prior Period Notice | 60 days | ||
Proceeds from License Fees Received | 150,923 | 198,960 | |
Business Combination, Consideration Transferred | 250,000 | ||
Amway Global [Member] | Sales [Member] | |||
Business Acquisition [Line Items] | |||
Concentration Risk, Percentage | 44.00% | 38.00% | |
Access Business Group International Llc [Member] | |||
Business Acquisition [Line Items] | |||
Proceeds from License Fees Received | 0 | 5,250 | |
ABG [Member] | |||
Business Acquisition [Line Items] | |||
Purchase Order Placed | 3,300,000 | ||
Payments to Acquire Businesses, Gross | 519,000 | ||
ABG [Member] | Sales [Member] | |||
Business Acquisition [Line Items] | |||
Concentration Risk, Percentage | 32.00% | 36.00% | |
ABG [Member] | 2014 Program [Member] | |||
Business Acquisition [Line Items] | |||
Purchase Order Received | 1,800,000 | ||
ABG [Member] | 2013 Program [Member] | |||
Business Acquisition [Line Items] | |||
Purchase Order Received | $1,500,000 |
Debt_Instruments_Additional_In
Debt Instruments - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Dec. 23, 2014 | Aug. 17, 2006 | |
Debt Instrument [Line Items] | |||
Credit facility extended date | 31-Mar-14 | ||
Venture Loan [Member] | |||
Debt Instrument [Line Items] | |||
Proceeds from Issuance of Long-term Debt | $5,000,000 | ||
Debt Instrument, Description of Variable Rate Basis | The loan bears interest at a floating rate equal to the One Month LIBOR Rate (with a floor of 0.50%) plus 8.50%. In the event that the One Month LIBOR Rate, as reported in the Wall Street Journal, exceeds 0.50%, the interest rate will be adjusted by an amount equal to the difference between such rates at the end of that particular month | ||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||
Debt Instrument, Payment Terms | The loan is to be repaid in forty-five (45) monthly payments consisting of fifteen (15) monthly payments of only interest followed by thirty (30) equal monthly payments of principal and interest. In addition, at the end of the repayment term (or at early termination of the loan) a final payment equal to 4.5% of the loan will be due and payable | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,492,523 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.10 | ||
Warrants Expire Term | 10 years | ||
Interest Expense, Debt | 88,918 | ||
Intrinsic Value Of Warrants | 261,386 | ||
Interest Expense, Other | 225,000 | ||
Debt Instrument, Unamortized Discount | 350,304 | ||
Pyxis Innovations Inc [Member] | |||
Debt Instrument [Line Items] | |||
Debt Conversion, Converted Instrument, Shares Issued | 2,521,222 | ||
Debt Instrument, Convertible, Conversion Price | $5.68 | ||
Pyxis Innovations Inc [Member] | Working Capital [Member] | |||
Debt Instrument [Line Items] | |||
Working capital borrowings | $14,300,000 |
Fixed_Assets_Detail
Fixed Assets (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
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 | $477,222 | $272,659 |
Laboratory equipment | 1,837,504 | 1,452,669 |
Furniture and fixtures | 40,349 | 40,349 |
Leasehold improvements | 309,618 | 309,618 |
Website development | 298,553 | 270,678 |
Projects in Progress | 6,750 | 525,988 |
Property, Plant and Equipment, Gross | 2,969,996 | 2,871,961 |
Less B Accumulated depreciation and amortization | -2,196,217 | -2,027,355 |
Total | $773,779 | $844,606 |
Fixed_Assets_Additional_Inform
Fixed Assets - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Utilities Operating Expense, Depreciation and Amortization | $168,861 | $120,033 |
Property, Plant and Equipment, Disposals | $8,200 |
Intangible_Assets_Schedule_of_
Intangible Assets (Schedule of Intangible Assets) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Intangible Assets Disclosure [Line Items] | ||
Patent costs | $1,154,523 | $1,154,523 |
Less - Accumulated amortization | -958,758 | -864,658 |
Total | $195,765 | $289,865 |
Intangible_Assets_Patent_Costs
Intangible Assets (Patent Costs Amortized on Straight-Line Basis) (Detail) (USD $) | Dec. 31, 2014 |
Expected Amortization Expense [Line Items] | |
2015 | $77,656 |
2016 | 61,119 |
2017 | 42,229 |
2018 | 14,761 |
Finite-Lived Intangible Assets, Net, Total | $195,765 |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Intangible Assets Disclosure [Line Items] | ||
Patent amortization expense | $94,100 | $109,266 |
Patent life | 10 years |
Accrued_Expenses_Detail
Accrued Expenses (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Payroll and vacation | $328,972 | $198,968 |
Other | 14,253 | 53,985 |
Total accrued expenses | $343,225 | $252,953 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Detail) (USD $) | Dec. 31, 2014 |
2015 | $320,910 |
2016 | 326,349 |
2017 | 81,993 |
Operating Leases, Future Minimum Payments Due | 729,252 |
Lease [Member] | |
2015 | 319,854 |
2016 | 326,349 |
2017 | 81,993 |
Operating Leases, Future Minimum Payments Due | 728,196 |
Net Lease [Member] | |
2015 | 319,854 |
2016 | 326,349 |
2017 | 81,993 |
Operating Leases, Future Minimum Payments Due | 728,196 |
Office Equipment [Member] | |
2015 | 1,056 |
2016 | 0 |
2017 | 0 |
Operating Leases, Future Minimum Payments Due | $1,056 |
Recovered_Sheet1
Commitments and contingencies - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | |||||||||
Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2008 | Oct. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | 31-May-11 | Mar. 31, 2011 | Apr. 30, 2010 | Mar. 31, 2010 | Apr. 30, 2008 | Jan. 02, 2013 | Jul. 23, 2013 | Jun. 30, 2014 | Jan. 31, 2015 | Feb. 26, 2014 | |
Loss Contingencies [Line Items] | |||||||||||||||||
Operating Leases, Rent Expense | $309,891 | $331,916 | |||||||||||||||
Property Under Commercial Lease And Sublease Details | 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 reduced 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, which is the amount of space the Company currently occupies. In May 2010, the Company completed a sublease of the 6,011 square feet of underutilized office and laboratory space. | ||||||||||||||||
Executive bonus to base salary percentage | 15.00% | 30.00% | |||||||||||||||
Granted, Weighted Avg.Exercise Price | $0.35 | $0.38 | |||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercisable, Number | 1,645,161 | 588,750 | |||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $0.43 | $0.89 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||||||||||||
Employee-related Liabilities, Current | 146,000 | ||||||||||||||||
Operating Leases Base rent In Year Two | 2.06% | ||||||||||||||||
Operating Leases Base Rent In Year Three | 2.06% | ||||||||||||||||
Travel and Entertainment Expense | 80,000 | ||||||||||||||||
Dr. Kornman [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Officers' Compensation | 360,000 | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 75,000 | 2,250,000 | 300,000 | 100,000 | 30,000 | ||||||||||||
Granted, Weighted Avg.Exercise Price | $0.48 | $0.38 | |||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercisable, Number | 30,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 15,000 | 15,000 | 15,000 | ||||||||||||||
Annual Reimbursement For Payment Of Life Insurance Premiums | 3,296 | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $0.34 | $0.46 | $0.75 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | 20.00% | |||||||||||||||
Dr. Kornman [Member] | Restricted Stock [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 12,500 | ||||||||||||||||
Dr. Kornman [Member] | First Anniversaries [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||||||||||||
Dr. Kornman [Member] | Second Anniversaries [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | ||||||||||||||||
Dr. Kornman [Member] | Third Anniversaries [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 42.00% | ||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Officers' Compensation | 217,000 | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 750,000 | 200,000 | 100,000 | 60,000 | 40,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 8,000 | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $0.38 | $0.34 | 0.36 | $0.75 | $1.49 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | 20.00% | |||||||||||||||
Signing bonus Paid | 15,000 | ||||||||||||||||
Chief Financial Officer [Member] | First Anniversaries [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||||||||||||||
Chief Financial Officer [Member] | Second Anniversaries [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.00% | ||||||||||||||||
Chief Financial Officer [Member] | Third Anniversaries [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 42.00% | ||||||||||||||||
Chief Marketing Officer [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Officers' Compensation | 265,000 | 265,000 | |||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 675,000 | 200,000 | |||||||||||||||
Granted, Weighted Avg.Exercise Price | $0.38 | $0.29 | |||||||||||||||
Maximum Percentage Of Bonus On Annual Salary | 30.00% | ||||||||||||||||
Maximum Reimbursement Expenses | $34,000 | $60,000 | $16,000 | ||||||||||||||
Chief Marketing Officer [Member] | First Anniversaries [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 50,000 | ||||||||||||||||
Chief Marketing Officer [Member] | Second Anniversaries [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 66,000 | ||||||||||||||||
Chief Marketing Officer [Member] | Third Anniversaries [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 84,000 | ||||||||||||||||
Subsequent Event [Member] | Dr. Kornman [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 2,030,000 | ||||||||||||||||
Granted, Weighted Avg.Exercise Price | $0.26 | ||||||||||||||||
Subsequent Event [Member] | Chief Marketing Officer [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 660,000 | ||||||||||||||||
Granted, Weighted Avg.Exercise Price | $0.26 |
Capital_Stock_Authorized_Issue
Capital Stock (Authorized, Issued and Reserved shares of common stock) (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2014 | 17-May-13 | |
Reserved for issuance | 101,144,031 | ||
Strike Price | $0.27 | $0.27 | |
Total common shares issued and outstanding at December 31, 2014 | 172,683,342 | ||
Total common shares outstanding and reserved for issuance at December 31, 2014 | 273,827,373 | ||
Warrants with common stock additional purchase rights associated with December 2014 private placement [Member] | |||
Reserved for issuance | 50,189,431 | ||
Strike Price | $0.10 | ||
Expiry | 23-Dec-21 | ||
Shares reserved under outstanding stock options and options available for grant [Member] | |||
Reserved for issuance | 10,689,000 | ||
Rights Associated With Employee Stock Purchase Plan [Member] | |||
Reserved for issuance | 503,952 | ||
Warrants to purchase common stock associated with December 2014 venture loan and security agreement [Member] | |||
Reserved for issuance | 2,492,523 | ||
Strike Price | $0.10 | ||
Expiry | 23-Dec-24 | ||
Warrant One [Member] | |||
Reserved for issuance | 1,750,000 | ||
Strike Price | $1.30 | ||
Expiry | 5-Mar-15 | ||
Warrant Two [Member] | |||
Reserved for issuance | 437,158 | ||
Strike Price | $0.27 | ||
Expiry | 29-Jun-17 | ||
Warrant Three [Member] | |||
Reserved for issuance | 20,655,737 | ||
Strike Price | $0.27 | ||
Expiry | 17-May-20 | ||
Warrant Four [Member] | |||
Reserved for issuance | 14,426,230 | ||
Strike Price | $0.27 | ||
Expiry | 9-Aug-20 |
Capital_Stock_Black_Scholes_mo
Capital Stock (Black Scholes model to determine the fair value of the warrants) (Detail) | 1 Months Ended | |||||
Dec. 23, 2014 | Dec. 31, 2014 | Sep. 08, 2014 | Aug. 09, 2013 | Jun. 30, 2013 | 17-May-13 | |
Venture Loan [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Risk-free interest rate | 2.17% | |||||
Expected life | 10 years | |||||
Expected volatility | 121.60% | |||||
Dividend Yield | 0.00% | |||||
Warrants 2014 [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Risk-free interest rate | 1.98% | |||||
Expected life | 7 years | |||||
Expected volatility | 138.40% | |||||
Dividend Yield | 0.00% | |||||
Investor [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Risk-free interest rate | 2.47% | 2.48% | ||||
Expected life | 9 years 8 months 12 days | 10 years | ||||
Expected volatility | 124.90% | 119.40% | ||||
Dividend Yield | 0.00% | 0.00% | ||||
Placement Agent Warrants [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Risk-free interest rate | 2.53% | 1.58% | 1.35% | |||
Expected life | 4 years | 4 years | 4 years | |||
Expected volatility | 146.19% | 145.62% | 144.63% | |||
Dividend Yield | 0.00% | 0.00% | 0.00% |
Capital_Stock_Principal_paymen
Capital Stock (Principal payments due under the terms of the Loan Agreement) (Detail) (Loan Agreement, USD $) | Dec. 31, 2014 |
Loan Agreement | |
2015 | $0 |
2016 | 1,223,672 |
2017 | 1,981,623 |
2018 | 1,794,705 |
Long-term Debt | $5,000,000 |
Capital_Stock_Additional_Infor
Capital Stock - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Jun. 30, 2014 | Aug. 09, 2013 | 17-May-13 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 23, 2014 | Jun. 30, 2013 | |
Stockholders Equity [Line Items] | ||||||||
Convertible preferred stock, par value | $0.00 | $0.00 | ||||||
Convertible preferred stock, shares authorized | 6,000,000 | 6,000,000 | ||||||
Common stock, shares authorized | 150,000,000 | 300,000,000 | 150,000,000 | |||||
Common stock, par value | $0.00 | $0.00 | ||||||
Common stock, shares outstanding | 172,683,342 | 122,448,707 | ||||||
Proceeds from private placement of preferred stock | $5,025,000 | $12,000,000 | ||||||
Class Of Warrant Or Right Exercisable Number Of Warrants Or Rights | 32,786,885 | |||||||
Stock Issued During Period Shares New Issues | 18,214,936 | |||||||
Percentage Of Warrants Exercisable | 63.00% | |||||||
Percentage Of Warrants Exercisable After Shareholder Approval | 37.00% | |||||||
Increase In Common Stock Shares Authorized | 300,000,000 | |||||||
Increase In Interest Expense | 11,000 | |||||||
Warrants exercise price per share | $0.27 | $0.27 | ||||||
Common Stock Shares Issued | 172,683,342 | 122,448,707 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||
Share Price | $0.27 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 13,661,201 | 32,786,885 | ||||||
Common Stock, Value, Outstanding | 5,500,000 | |||||||
Venture Loan [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Warrants exercise price per share | $0.10 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,492,523 | |||||||
Warrants and Rights Outstanding | 261,385 | |||||||
Proceeds from Issuance of Long-term Debt | 5,000,000 | |||||||
Warrants Expiration Term | 10 years | |||||||
Investor [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Stock Issued During Period Shares New Issues | 50,099,700 | |||||||
Warrants exercise price per share | $0.10 | |||||||
Share Price | $0.10 | |||||||
Proceeds from Issuance of Common Stock | 5,025,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,099,700 | |||||||
Warrants and Rights Outstanding | 5,200,000 | |||||||
Warrants Expiration Term | 10 years | |||||||
Danforth Advisors [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Common stock, par value | $0.25 | |||||||
Warrants Fair Value Disclosure | 23,800 | 13,100 | ||||||
Common Stock Shares Issued | 100,000 | |||||||
Common Stock [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Proceeds from private placement of preferred stock | 12,000,000 | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 39,089,161 | |||||||
Stock Issued During Period Shares New Issues | 43,715,847 | |||||||
Warrants exercise price per share | $0.27 | |||||||
BTIG 2014 Warrants [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 89,731 | |||||||
Warrants and Rights Outstanding | 9,000 | |||||||
Percentage Of Warrants On Total Fair Value1 | 51.50% | |||||||
Percentage Of Warrants On Total Fair Value2 | 48.40% | |||||||
Percentage Of Warrants On Total Fair Value3 | 0.10% | |||||||
Payments for Underwriting Expense | 218,126 | |||||||
Placement Agent Warrants [Member] | ||||||||
Stockholders Equity [Line Items] | ||||||||
Allocated Share-based Compensation Expense | 780,000 | |||||||
Warrants To Purchase Of Common Stock | 2,295,082 | |||||||
Warrants Fair Value Disclosure | 5,369,676 | 5,072,129 | 5,358,708 | |||||
Warrants exercise price per share | $0.27 | |||||||
Non cash Interest Expenses | $286,579 |
StockBased_Compensation_Arrang2
Stock-Based Compensation Arrangements (Stock-based compensation expense for stock option awards) (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Risk-free interest rate | 1.53% | 1.56% |
Expected life | 5 years 8 months 23 days | 5 years 8 months 23 days |
Expected volatility | 144.74% | 140.35% |
Dividend yield | 0.00% | 0.00% |
StockBased_Compensation_Arrang3
Stock-Based Compensation Arrangements (Employee Stock Purchase Plan) (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Shares | ||
Outstanding, beginning of period | 5,884,050 | 2,302,000 |
Granted | 137,000 | 4,693,800 |
Stock options exercised | 0 | -252,000 |
Restricted stock exercised | 0 | -2,500 |
Forfeited/Expired | -1,497,150 | -857,250 |
Outstanding, end of period | 4,523,900 | 5,884,050 |
Exercisable, end of period | 1,645,161 | 588,750 |
Weighted Avg. Exercise Price | ||
Outstanding, beginning of period | $0.43 | $1.06 |
Granted | $0.35 | $0.38 |
Stock options exercised | $0 | $0.32 |
Restricted stock exercised | $0 | $0 |
Forfeited/Expired | $0.53 | $1.87 |
Outstanding, end of period | $0.39 | $0.43 |
Exercisable, end of period | $0.43 | $0.89 |
StockBased_Compensation_Arrang4
Stock-Based Compensation Arrangements (Stock options and restricted stock outstanding and exercisable) (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding, Shares | 4,523,900 |
Outstanding, Weighted Avg. Exercise Price | $0.39 |
Exercisable, Shares | 1,645,161 |
Exercisable, Weighted Avg. Exercise Price | $0.43 |
Stock Option Or Restricted Stock Outstanding [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding, Shares | 4,523,900 |
Outstanding, Weighted Avg. remaining contractual life | 8 years 5 months 12 days |
Outstanding, Weighted Avg. Exercise Price | $0.39 |
Aggregate intrinsic value | $0 |
Stock Option Or Restricted Stock Outstanding [Member] | $0.01-$1.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding, Shares | 4,474,900 |
Outstanding, Weighted Avg. remaining contractual life | 8 years 6 months 4 days |
Outstanding, Weighted Avg. Exercise Price | $0.38 |
Stock Option Or Restricted Stock Outstanding [Member] | $1.01-$2.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding, Shares | 45,000 |
Outstanding, Weighted Avg. remaining contractual life | 3 years 3 months |
Outstanding, Weighted Avg. Exercise Price | $1.40 |
Stock Option Or Restricted Stock Outstanding [Member] | $2.01-$3.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding, Shares | 0 |
Outstanding, Weighted Avg. Exercise Price | $0 |
Stock Option Or Restricted Stock Outstanding [Member] | $3.01-$4.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding, Shares | 0 |
Outstanding, Weighted Avg. Exercise Price | $0 |
Stock Option Or Restricted Stock Outstanding [Member] | $4.01-$5.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding, Shares | 4,000 |
Outstanding, Weighted Avg. remaining contractual life | 11 months 5 days |
Outstanding, Weighted Avg. Exercise Price | $4.10 |
Stock Option Or Restricted Stock Exercisable [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable, Shares | 1,645,161 |
Exercisable, Weighted Avg. Exercise Price | $0.43 |
Aggregate intrinsic value | $0 |
Stock Option Or Restricted Stock Exercisable [Member] | $0.01-$1.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding, Shares | 1,596,161 |
Exercisable, Weighted Avg. Exercise Price | $0.39 |
Stock Option Or Restricted Stock Exercisable [Member] | $1.01-$2.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable, Shares | 45,000 |
Exercisable, Weighted Avg. Exercise Price | $1.40 |
Stock Option Or Restricted Stock Exercisable [Member] | $2.01-$3.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable, Shares | 0 |
Exercisable, Weighted Avg. Exercise Price | $0 |
Stock Option Or Restricted Stock Exercisable [Member] | $3.01-$4.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable, Shares | 0 |
Exercisable, Weighted Avg. Exercise Price | $0 |
Stock Option Or Restricted Stock Exercisable [Member] | $4.01-$5.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercisable, Shares | 4,000 |
Exercisable, Weighted Avg. Exercise Price | $4.10 |
StockBased_Compensation_Arrang5
Stock-Based Compensation Arrangements (Non-vested options) (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Non-vested options, beginning of year | 5,295,300 | 925,050 |
Non-vested options, beginning of year, Weighted Avg Exercise Price | $0.38 | $0.42 |
Granted, Shares | 137,000 | 4,693,800 |
Granted, Weighted Avg Exercise Price | $0.35 | $0.38 |
Vested, Shares | -1,360,436 | -270,300 |
Vested, Weighted Avg Exercise Price | $0.38 | $0.48 |
Forfeited, Shares | -1,193,125 | -53,250 |
Forfeited, Weighted Avg Exercise Price | $0.38 | $0.51 |
Non-vested options, end of year, Shares | 2,878,739 | 5,295,300 |
Non-vested options, end of year, Weighted Avg Exercise Price | $0.37 | $0.38 |
StockBased_Compensation_Arrang6
Stock-Based Compensation Arrangements (Stock-Based Compensation) (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Share-Based Compensation | $498,935 | $197,807 |
Stock option grants beginning of period [Member] | ||
Share-Based Compensation | 492,332 | 92,187 |
Stock option grants [Member] | ||
Share-Based Compensation | 1,166 | 100,638 |
Employee Stock Purchase Plan [Member] | ||
Share-Based Compensation | 5,437 | 5,522 |
Director agreements [Member] | ||
Share-Based Compensation | $0 | ($540) |
StockBased_Compensation_Arrang7
Stock-Based Compensation Arrangements - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2004 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value | $0.32 | $0.34 | |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Share-based Awards Other than Options | $835,551 | $1,517,607 | |
Common Stock, Capital Shares Reserved for Future Issuance | 101,144,031 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value | $0.14 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 7 months 6 days | ||
Common Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 134,935 | 111,113 | |
Weighted-average purchase price | $0.24 | $0.28 | |
Weighted-average fair value | $0.28 | $0.33 | |
Compensation expense | $5,437 | $5,522 | |
2004 Employee, Director and Consultant Stock Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Period Increase (Decrease) | 2,000,000 | ||
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock purchase price | 85.00% | ||
2013 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Payment Award, Number of Shares Authorized | 8,860,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 6,165,100 | ||
2004 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Payment Award, Number of Shares Authorized | 2,435,500 | ||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 937,000 | ||
2013 Employee, Director and Consultant Stock Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 137,000 | ||
Employee Stock Compensation Plan 2004 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 4,000,000 |
Employee_Benefit_Plan_Addition
Employee Benefit Plan - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Contribution Plan Employer Matching Contribution Vested Period | 5 years | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 25.00% | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $1,500 | |
Defined Contribution Plan, Cost Recognized | $7,105 | $8,841 |
Income_Taxes_Deferred_tax_asse
Income Taxes (Deferred tax assets (liabilities)) (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax asset: | ||
Net operating loss carryforwards | $26,754,000 | $25,504,000 |
Accrued expenses | 105,000 | 49,000 |
Amortization of definite lived intangible assets | 12,000 | 15,000 |
Non-qualified stock option compensation | 113,000 | 69,000 |
Depreciation | 97,000 | 123,000 |
Other | 1,076,000 | 297,000 |
Patents | -77,000 | -114,000 |
State net operating loss carryforwards, net of federal tax benefit | 214,000 | 19,000 |
Research tax credit carryforwards | 2,169,000 | 2,223,000 |
Total deferred tax assets | 30,463,000 | 28,185,000 |
Valuation allowance | -30,463,000 | -28,185,000 |
Net deferred tax assets | $0 | $0 |
Income_Taxes_Provision_for_inc
Income Taxes (Provision for income taxes) (Detail) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Tax at statutory rate | -34.00% | -34.00% |
State taxes, net of federal benefit | 0.00% | 0.00% |
Research and development credit | -1.40% | -1.70% |
Share based payment expense | 1.80% | 0.70% |
Other | 1.50% | 3.00% |
Removal of deferred tax asset on federal net operating losses | 0.00% | 64.10% |
Establishment of deferred tax asset on state net operating losses and state deferred taxes, net of federal income tax benefit | -3.80% | 6.40% |
Change in valuation allowance | 36.00% | -38.60% |
Effective tax rate | 0.00% | 0.00% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2014 |
Income Taxes Disclosure [Line Items] | |
Operating Loss Carryforwards | $81.20 |
Equity Method Investment, Ownership Percentage | 50.00% |
Operating Loss Carryforward Of Expiration Year | 2034 |
Additional Paid-In Capital [Member] | |
Income Taxes Disclosure [Line Items] | |
Operating Loss Carryforwards | 81.2 |
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Share-based Compensation Cost | 2.5 |
Research Tax Credit Carryforward [Member] | |
Income Taxes Disclosure [Line Items] | |
Tax Credit Carryforward, Amount | 1.6 |
State and Local Jurisdiction [Member] | |
Income Taxes Disclosure [Line Items] | |
Operating Loss Carryforwards | 4.1 |
Operating Loss Carryforward Of Expiration Year | 2034 |
Tax Credit Carryforward, Amount | $0.90 |
Risks_and_Uncertainties_Additi
Risks and Uncertainties - Additional Information (Detail) (Sales Revenue, Net [Member]) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Merchant Network And Channel Partner [Member] | ||
Concentration Risk [Line Items] | ||
Sales Revenue Goods Net Percentage | 44.00% | 38.00% |
ABGbs promotional product [Member] | ||
Concentration Risk [Line Items] | ||
Sales Revenue Goods Net Percentage | 32.00% | 36.00% |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 12, 2008 | Oct. 31, 2013 | Dec. 31, 2012 | 31-May-11 | Apr. 30, 2010 | Jan. 02, 2013 | Jan. 31, 2015 | |
Subsequent Event [Line Items] | |||||||||
Granted,Weighted Avg.Exercise Price | $0.35 | $0.38 | |||||||
Dr. Kornman [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 75,000 | 2,250,000 | 300,000 | 100,000 | 30,000 | ||||
Granted,Weighted Avg.Exercise Price | $0.48 | $0.38 | |||||||
Chief Marketing Officer [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 675,000 | 200,000 | |||||||
Granted,Weighted Avg.Exercise Price | $0.38 | $0.29 | |||||||
Subsequent Event [Member] | Dr. Kornman [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 2,030,000 | ||||||||
Granted,Weighted Avg.Exercise Price | $0.26 | ||||||||
Subsequent Event [Member] | Chief Marketing Officer [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 660,000 | ||||||||
Granted,Weighted Avg.Exercise Price | $0.26 |