Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 11, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | INTERLEUKIN GENETICS INC | |
Entity Central Index Key | 1,037,649 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | ILIU | |
Entity Common Stock, Shares Outstanding | 173,029,840 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 2,892,182 | $ 4,706,018 |
Accounts receivable from related party | 61,107 | 39,989 |
Trade accounts receivable | 224,345 | 45,973 |
Inventory | 90,705 | 124,583 |
Prepaid expenses | 670,078 | 778,970 |
Total current assets | 3,938,417 | 5,695,533 |
Fixed assets, net | 598,880 | 643,900 |
Intangible assets, net | 50,517 | 58,879 |
Other assets | 28,001 | 93,208 |
Total assets | 4,615,815 | 6,491,520 |
Current liabilities: | ||
Accounts payable | 365,737 | 408,374 |
Accrued expenses | 366,908 | 497,688 |
Deferred revenue | 2,875,299 | 3,238,541 |
Short term debt | 1,833,333 | 1,333,333 |
Total current liabilities | 5,441,277 | 5,477,936 |
Long Term Debt | 2,933,131 | 3,474,984 |
Total Liabilities | $ 8,374,408 | $ 8,952,920 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value 450,000,000 shares authorized; 172,953,440 and 172,887,221 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | $ 172,955 | $ 172,889 |
Additional paid-in capital | 126,574,513 | 126,354,036 |
Accumulated deficit | (130,506,061) | (128,988,325) |
Total stockholders’ equity | (3,758,593) | (2,461,400) |
Total liabilities and stockholders’ equity | $ 4,615,815 | $ 6,491,520 |
CONDENSED BALANCE SHEETS _Paren
CONDENSED BALANCE SHEETS [Parenthetical] - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares issued | 172,953,440 | 172,887,221 |
Common stock, shares outstanding | 172,953,440 | 172,887,221 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue: | ||
Genetic testing | $ 262,469 | $ 347,900 |
Other | 698,449 | 55,312 |
Total revenue | 960,918 | 403,212 |
Cost of revenue | 526,946 | 331,041 |
Gross profit | 433,972 | 72,171 |
Operating expenses: | ||
Research and development | 480,057 | 182,530 |
Selling, general and administrative | 1,311,185 | 1,562,791 |
Amortization of intangibles | 8,362 | 19,414 |
Total operating expenses | 1,799,604 | 1,764,735 |
Loss from operations | (1,365,632) | (1,692,564) |
Other income (expense): | ||
Interest income | 0 | 222 |
Interest expense | (113,750) | (112,500) |
Interest expense Non-cash | (38,354) | (38,353) |
Total other income (expense) | (152,104) | (150,631) |
Loss before income taxes | (1,517,736) | (1,843,195) |
Benefit for income taxes | 0 | 0 |
Net loss | $ (1,517,736) | $ (1,843,195) |
Basic and diluted net loss per common share (in dollars per share) | $ (0.01) | $ (0.01) |
Weighted average common shares outstanding, basic and diluted (in shares) | 172,951,968 | 172,737,553 |
CONDENSED STATEMENTS OF STOCKHO
CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIT - 3 months ended Mar. 31, 2016 - USD ($) | Total | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2015 | $ (2,461,400) | $ 0 | $ 172,889 | $ 126,354,036 | $ (128,988,325) |
Balance (in shares) at Dec. 31, 2015 | 0 | 172,887,221 | |||
Net loss | (1,517,736) | $ 0 | $ 0 | 0 | (1,517,736) |
Horizon warrant | 2,962 | 0 | 0 | 2,962 | 0 |
Employee stock purchase plan | 3,311 | $ 0 | $ 66 | 3,245 | 0 |
Employee stock purchase plan (in shares) | 0 | 66,219 | |||
Stock-based compensation expense | 214,270 | $ 0 | $ 0 | 214,270 | 0 |
Balance at Mar. 31, 2016 | $ (3,758,593) | $ 0 | $ 172,955 | $ 126,574,513 | $ (130,506,061) |
Balance (in shares) at Mar. 31, 2016 | 0 | 172,953,440 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,517,736) | $ (1,843,195) |
Adjustments to reconcile loss to net cash used in operating activities: | ||
Depreciation and amortization | 62,346 | 70,204 |
Amortization of loan issuance costs and fair value of warrants | 26,315 | 23,354 |
Stock-based compensation expense | 214,270 | 146,310 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (178,372) | 1,334 |
Receivable from related party | (21,118) | (33,416) |
Inventory | 33,878 | 28,277 |
Prepaid expenses and other current assets | 108,892 | (97,691) |
Accounts payable | (42,637) | 132,078 |
Accrued expenses | (145,239) | (161,588) |
Deferred revenue | (363,242) | (89,242) |
Deferred liability | 14,459 | 16,082 |
Net cash used in operating activities | (1,808,184) | (1,807,493) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital additions | (8,963) | (16,928) |
Net cash used in investing activities | (8,963) | (16,928) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Private placement offering costs | 0 | (4,100) |
Proceeds from employee stock purchase plan | 3,311 | 5,481 |
Net cash provided by financing activities | 3,311 | 1,381 |
Net increase (decrease) in cash and cash equivalents | (1,813,836) | (1,823,040) |
Cash and cash equivalents, beginning of period | 4,706,018 | 11,466,807 |
Cash and cash equivalents, end of period | 2,892,182 | 9,643,767 |
Cash paid for interest | $ 113,750 | $ 123,750 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Note 1Basis of Presentation Interleukin Genetics, Inc. (“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 or therapeutic measures. The Company’s principal operations and markets are located in the United States. The accompanying condensed financial statements include the accounts of the Company as of March 31, 2016 and December 31, 2015 and for the three months ended March 31, 2016 and March 31, 2015. The financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial reporting. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. These unaudited condensed financial statements, which in the opinion of management reflect all adjustments (including normal recurring adjustments) necessary for a fair presentation, should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. Operating results are not necessarily indicative of the results that may be expected for any future interim period or for the entire 2016 fiscal year. For information regarding our critical accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies and Estimates” contained in our Annual Report on Form 10-K for the year ended December 31, 2015 and Note 3 to our condensed financial statements contained herein. |
Operating Matters and Liquidity
Operating Matters and Liquidity | 3 Months Ended |
Mar. 31, 2016 | |
Going Concern [Abstract] | |
Operating Matters and Liquidity | Note 2Operating Matters and Liquidity The Company has experienced net operating losses since its inception through March 31, 2016. The Company had net losses of $ 7.9 6.3 1.5 130.5 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 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 0.1003 5.025 50,099,700 0.1003 On December 23, 2014, the Company entered into a Venture Loan and Security Agreement (the “Loan Agreement”) with Horizon Technology Finance Corporation (the “Lender”) under which the Company has borrowed $ 5.0 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. 9.0 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 2,492,523 0.1003 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 2016 and, accordingly, is dependent on financings and potential revenue to fund its operations and support the market adoption of the PerioPredict ® 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 Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3Summary of Significant Accounting Policies 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 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. For the three months ended March 31, 2016, the Company recognized $ 262,000 348,000 2.9 3.2 2.6 0.25 2.3 3.3 The Company recognizes breakage revenue related to genetic test 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 2015 and determined the period of time after which the likelihood of test redemption was remote was three years after the sale of a genetic test kit. Included in genetic test revenue in the three months ended March 31, 2016 is $ 61,000 76,000 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. Pursuant to this Agreement, Amway Global sells the Company’s Inherent Health ® 67,000 88,000 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 Inventory is carried at lower of cost (first-in, first-out method) or market and no inventory reserve was deemed necessary at December 31, 2015 or March 31, 2016. As the Company does not manufacture any products, no overhead costs are included in inventory. The Company has contracted with a fulfillment provider to supply its PerioPredict genetic tests kits to dental offices. The agreement with the fulfillment provider requires the provider to 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. During the three months ended March 31, 2015, the Company purchased $ 33,000 March 31, 2016 December 31, 2015 Raw materials $ 79,503 $ 112,372 Finished goods 11,202 12,211 Total inventory, net $ 90,705 $ 124,583 The Company accounts for stock-based compensation expense in accordance with FASB ASC 718, Compensation Stock Compensation The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes 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 $ 33.9 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. The Company has not performed an analysis to determine the extent of such limitations, if any. 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 three months ended March 31, 2016. Research and development costs are expensed as incurred. The Company applies the provisions of FASB ASC 260, Earnings per Share As of March 31, 2016 2015 Options outstanding 22,089,527 8,052,900 Warrants outstanding 88,301,079 88,301,079 Total 110,390,606 96,353,979 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. The Company maintains its cash and cash equivalents with a domestic financial institution that the Company believes to be of high credit standing. The Company believes that, as of March 31, 2016, 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 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. There are no items in Projects in Process for the three months ended March 31, 2016. As of March 31, 2016 and 2015, 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. 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. In April, 2015 the FASB voted to defer the required implementation date of ASU 2014-09 to December 2017. Public companies may elect to adopt the standard along the original timeline. We are 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 StatementsGoing 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. We are evaluating the impact of ASU 2014-15 on our financial disclosures, but are not electing early adoption at this time. FASB ASU No. 2015-17 - Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. In November 2015, the FASB issued ASU No. 2015-17, which simplifies the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for financial statements issued for fiscal years beginning after December 15, 2016 with early adoption permitted. ASU 2015-17 may be either applied prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. The Company is currently evaluating the impact of ASU 2015-07 on its consolidated financial statements. FASB ASU 2016-02 - Leases (Topic 842). In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842). The updated standard aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2016-02 on its consolidated financial statements. FASB ASU No. 2016-09, - Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. In March 2016, the FASB issued ASU No. 2016-09. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4Related 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. 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. 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 $ 67,000 88,000 Beginning in September 2012 and again in 2013, Access Business Group LLC (“ABG”), an affiliate of Alticor placed purchase orders totaling approximately $ 3.3 1.5 1.8 519,000 250,000 On September 21, 2012, the Company entered into a License Agreement with Access Business Group International LLC (“ABGI”), an affiliate of Alticor. 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 which was in June 2013. Thereafter, the term will automatically renew for additional one-year periods unless at least 60 59,000 54,000 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. No fees were earned in the three months ended March 31, 2016 or March 31, 2015. For the three months ended March 31, 2016 and 2015, approximately 14 56 3 14 On February 25, 2013, the Company entered into a Preferred Participation Agreement with Renaissance Health Services Corporation (“RHSC”), for itself and on behalf of certain of its affiliates and subsidiaries. This agreement was amended and restated on November 1, 2013. RHSC is a related party through its affiliation with Delta Dental of Michigan, Inc. (“DDMI”), a stockholder of the Company. |
Debt Instruments
Debt Instruments | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Instruments | Note 5Debt Instruments Venture Loan and Security Agreement On December 23, 2014, the Company entered into the Loan Agreement with Horizon Technology Finance Corporation (the “Lender”) under which the Company has borrowed $ 5.0 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 9.0 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 2,492,523 0.1003 Additionally, $ 88,918 261,386 225,000 234,000 114,000 113,000 38,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and contingencies | Note 6Commitments and contingencies Operating Lease The Company leases its office and laboratory space under a non-cancelable operating lease which was originally scheduled to expire on March 31, 2014. In May 2010, the Company completed a sublease of 6,011 square feet of underutilized office and laboratory space and on March 31, 2014, the sublease expired. On February 7, 2014, the Company entered into the Second Amendment to Commercial Lease which, among other things a) extended the term of the lease from March 31, 2014 to March 31, 2017; b) 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 2.06 2.06 Rent expense, was $ 84,000 80,000 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. In January 2016, Dr. Kornman was granted an option to purchase 400,000 0.05 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. Mr. Snyder’s employment with the Company terminated effective November 13, 2015. The Company will pay an amount equal to six months of his base salary in effect at the time of the termination with such payment made in equal installments on the Company’s regularly-scheduled payroll dates. All stock options granted to Mr. Snyder expired unexercised as of February 11, 2016. Bonus Plan On February 26, 2014, the Compensation Committee approved an Employee Bonus Plan (the “Employee Bonus Plan”) that replaced 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 $ 166,000 |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2016 | |
Capital Stock [Abstract] | |
Capital Stock | Note 7Capital Stock Authorized Preferred and Common Stock As of March 31, 2016, the Company has 6,000,000 0.001 450,000,000 0.001 172,953,440 Reserved Strike for issuance Price Expiry Shares reserved under outstanding stock options and options available for grant 52,107,279 Rights associated with Employee Stock Purchase Plan 233,854 Warrants to purchase common stock associated with December 2014 private placement 50,189,431 $ 0.1003 Dec 23, 2021 Warrants to purchase common stock associated with December 2014 venture loan and security agreement 2,492,523 $ 0.1003 Dec 23, 2024 Warrants to purchase common stock associated with September 2014 consulting agreement with Danforth Advisors 100,000 $ 0.2500 Sep 8, 2024 Outstanding warrants issued in June 2012 437,158 $ 0.2745 Jun 29, 2017 Outstanding warrants issued in May 2013, vesting May 2013 20,655,737 $ 0.2745 May 17, 2020 Outstanding warrants issued in May 2013, vesting August 2013 14,426,230 $ 0.2745 Aug 9, 2020 Total common shares reserved for issuance at March 31, 2016 140,642,212 Total common shares issued and outstanding at March 31, 2016 172,953,440 Total common shares outstanding and reserved for issuance at March 31, 2016 313,595,652 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 0.2745 12,000,000 32,786,885 0.2745 63 37 150,000,000 300,000,000 For its services in this transaction, the placement agent received cash compensation in the amount of approximately $ 780,000 2,295,082 0.2745 In connection with the May 2013 Private Placement, all preferred stockholders converted their shares of Preferred Stock to common stock resulting in the issuance of 39,089,161 14,316,255 2,521,222 In September, 2014, the Company issued warrants to the Company’s financial consultant, Danforth Advisors, to purchase up to 100,000 0.25 50 24,000 3,000 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 it sold to the 2014 Investors in a private placement transaction (the “December 2014 Private Placement”) an aggregate of 50,099,700 0.1003 5.025 50,099,700 0.1003 For services related to this transaction, the placement agent and legal counsel received an aggregate of $ 218,000 89,731 The 2014 Warrants and the 2014 Placement Agent 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 % On the close date of the 2014 Purchase Agreement, the fair value of the 2014 Warrants was $ 5.2 9,000 Registration Rights Agreements In connection with the May 2013 Private Placement, on May 17, 2013, the Company also entered into a Registration Rights Agreement with the 2013 Investors and others, pursuant to which the Company was required to file a registration statement on Form S-1 within 45 days of May 17, 2013 to cover the resale of (i) the shares of common stock sold to the 2013 Investors and the shares of common stock underlying the 2013 Warrants, (ii) the shares of common stock issued pursuant to the 2013 Preferred Conversion and the 2013 Debt Conversion, and (iii) 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 8, 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 the placement agent, 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 2014 Placement Agent Warrants. The Company filed the registration statement on February 6, 2015, and it was declared effective on March 31, 2015. Venture Loan and Security Agreement On December 23, 2014, the Company entered into the Loan Agreement with Horizon Technology Finance Corporation under which the Company has borrowed $ 5.0 2,492,523 0.1003 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 issuance was $ 261,000 114,000 113,000 38,000 234,000 |
Stock-Based Compensation Arrang
Stock-Based Compensation Arrangements | 3 Months Ended |
Mar. 31, 2016 | |
Stock-Based Compensation Arrangements [Abstract] | |
Stock-Based Compensation Arrangements | Note 8Stock-Based Compensation Arrangements Three Months Ended March 31, 2016 2015 Stock option grants beginning of period $ 210,340 $ 98,440 Stock-based arrangements during the period: Stock option grants 3,367 47,048 Restricted stock issued: Employee stock purchase plan 563 822 $ 214,270 $ 146,310 Stock option and restricted stock grants Three Months Ended March 31, 2016 Weighted Average Shares Exercise Price Outstanding, beginning of period 21,657,776 $ 0.21 Stock options granted 1,185,400 0.05 Cancelled/Expired (753,649) 0.33 Outstanding, end of period 22,089,527 $ 0.20 Exercisable, end of period 3,329,168 $ 0.37 As of March 31, 2016 and 2015, there was approximately $ 2.1 1.4 Restricted Stock Awards At March 31, 2016 and 2015, there were no outstanding restricted stock awards. Stock Option Grants On August 9, 2013, the Company’s shareholders’ approved the 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan”). The 2013 Plan allows for the issuance of up to 8,860,000 2,435,500 30,000,000 1,185,400 30,017,752 Pursuant to his Employment Agreement, on April 6, 2015, Mr. Carbeau was granted options to purchase up to 14,245,227 0.1525 2,622,948 11,622,279 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, and stock options to employees generally vest over four years based upon continuous service. 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. 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 66,219 54,820 0.05 0.10 0.06 0.12 563 822 |
Industry Risk and Concentration
Industry Risk and Concentration | 3 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Industry Risk and Concentration | Note 9Industry Risk and Concentration The Company develops genetic risk assessment tests and performs research for its own benefit. As of March 31, 2016, the Company sells five genetic risk assessment tests. Commercial success of the Company’s genetic risk assessment tests will depend on their success at 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 three months ended March 31, 2016 and 2015, approximately 14 56 3 14 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 10Subsequent Events On April 5, 2016, the Company announced the results of discussions with the U.S. Food and Drug Administration (FDA) in response to an Untitled Letter issued by the FDA on November 4, 2015 and a meeting on February 3, 2016 with personnel within the FDA’s Office of In Vitro Diagnostics and Radiological Health (OIR) to discuss the Company’s written response to OIR with respect to the Untitled Letter. OIR personnel recently confirmed that PerioPredict is a laboratory developed test (LDT) currently subject to FDA enforcement discretion and may continue to be marketed without prior marketing authorization at this time. OIR personnel also acknowledged that the Company does not currently offer a test for osteoarthritis, about which the OIR had inquired in the Untitled Letter. The Company’s Bone Health and Heart Health tests, which are part of the Inherent Health line of tests, will be transitioned from a direct-to-consumer (DTC) distribution channel to a distribution model under which a licensed healthcare provider orders tests and oversees any resulting change in care. Following further discussions with the FDA personnel, these two tests will be available through the Company’s DTC retail channels until May 22, 2016, at which time they will no longer be available unless requested by an authorized healthcare provider. Any Heart Health and Bone Health tests purchased through retail channels prior to that date will be processed through September 19, 2016. After these dates, the tests will only be made available to and processed for a licensed healthcare provider. We continue discussions with the FDA to determine appropriate next steps, if any, for our Weight Management test. On April 20, 2016, the Company entered into an agreement with Reimbursement Specialists Inc. (“RSI”), a Comprehensive Benefit Administrators (“CBA”) company, to include coverage for PerioPredict as part of its Freedom Dental Plan. On April 26, 2016, the Company received a notice of allowance for a patent by the United States Patent and Trademark Office (USPTO) for an application covering the Company’s PerioPredict Genetic Risk Test. The application, entitled “Method for Determining Severity and Progression of Periodontal Disease,” has allowed claims covering methods of determining a subject’s genotype to ascertain their risk of developing severe periodontal disease and the treatment of those at risk to slow the progression of the disease. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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. For the three months ended March 31, 2016, the Company recognized $ 262,000 348,000 2.9 3.2 2.6 0.25 2.3 3.3 The Company recognizes breakage revenue related to genetic test 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 2015 and determined the period of time after which the likelihood of test redemption was remote was three years after the sale of a genetic test kit. Included in genetic test revenue in the three months ended March 31, 2016 is $ 61,000 76,000 |
Sales Commissions | Sales Commission 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. Pursuant to this Agreement, Amway Global sells the Company’s Inherent Health ® 67,000 88,000 |
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 |
Inventory | Inventory Inventory is carried at lower of cost (first-in, first-out method) or market and no inventory reserve was deemed necessary at December 31, 2015 or March 31, 2016. As the Company does not manufacture any products, no overhead costs are included in inventory. The Company has contracted with a fulfillment provider to supply its PerioPredict genetic tests kits to dental offices. The agreement with the fulfillment provider requires the provider to 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. During the three months ended March 31, 2015, the Company purchased $ 33,000 March 31, 2016 December 31, 2015 Raw materials $ 79,503 $ 112,372 Finished goods 11,202 12,211 Total inventory, net $ 90,705 $ 124,583 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation expense in accordance with FASB ASC 718, Compensation Stock Compensation |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes 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 $ 33.9 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. The Company has not performed an analysis to determine the extent of such limitations, if any. 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 three months ended March 31, 2016. |
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 As of March 31, 2016 2015 Options outstanding 22,089,527 8,052,900 Warrants outstanding 88,301,079 88,301,079 Total 110,390,606 96,353,979 |
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 a domestic financial institution that the Company believes to be of high credit standing. The Company believes that, as of March 31, 2016, 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. There are no items in Projects in Process for the three months ended March 31, 2016. |
Segment Reporting | Segment Reporting As of March 31, 2016 and 2015, 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. In April, 2015 the FASB voted to defer the required implementation date of ASU 2014-09 to December 2017. Public companies may elect to adopt the standard along the original timeline. We are 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 StatementsGoing 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. We are evaluating the impact of ASU 2014-15 on our financial disclosures, but are not electing early adoption at this time. FASB ASU No. 2015-17 - Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes. In November 2015, the FASB issued ASU No. 2015-17, which simplifies the presentation of deferred income taxes. ASU 2015-17 requires that deferred tax assets and liabilities be classified as noncurrent in a classified statement of financial position. ASU 2015-17 is effective for financial statements issued for fiscal years beginning after December 15, 2016 with early adoption permitted. ASU 2015-17 may be either applied prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. The Company is currently evaluating the impact of ASU 2015-07 on its consolidated financial statements. FASB ASU 2016-02 - Leases (Topic 842). In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842). The updated standard aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring disclosure of key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2016-02 on its consolidated financial statements. FASB ASU No. 2016-09, - Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. In March 2016, the FASB issued ASU No. 2016-09. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Inventory | Inventory consisted of the following: March 31, 2016 December 31, 2015 Raw materials $ 79,503 $ 112,372 Finished goods 11,202 12,211 Total inventory, net $ 90,705 $ 124,583 |
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 March 31, 2016 2015 Options outstanding 22,089,527 8,052,900 Warrants outstanding 88,301,079 88,301,079 Total 110,390,606 96,353,979 |
Capital Stock (Tables)
Capital Stock (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Authorized, Issued and Reserved shares of common stock | As of March 31, 2016 the Company has 172,953,440 Reserved Strike for issuance Price Expiry Shares reserved under outstanding stock options and options available for grant 52,107,279 Rights associated with Employee Stock Purchase Plan 233,854 Warrants to purchase common stock associated with December 2014 private placement 50,189,431 $ 0.1003 Dec 23, 2021 Warrants to purchase common stock associated with December 2014 venture loan and security agreement 2,492,523 $ 0.1003 Dec 23, 2024 Warrants to purchase common stock associated with September 2014 consulting agreement with Danforth Advisors 100,000 $ 0.2500 Sep 8, 2024 Outstanding warrants issued in June 2012 437,158 $ 0.2745 Jun 29, 2017 Outstanding warrants issued in May 2013, vesting May 2013 20,655,737 $ 0.2745 May 17, 2020 Outstanding warrants issued in May 2013, vesting August 2013 14,426,230 $ 0.2745 Aug 9, 2020 Total common shares reserved for issuance at March 31, 2016 140,642,212 Total common shares issued and outstanding at March 31, 2016 172,953,440 Total common shares outstanding and reserved for issuance at March 31, 2016 313,595,652 |
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 % |
Placement Agent 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 % |
Stock-Based Compensation Arra20
Stock-Based Compensation Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stock-Based Compensation Arrangements [Abstract] | |
Total Compensation Cost Recorded for Stock-Based Compensation | Total stock-based compensation is as follows: Three Months Ended March 31, 2016 2015 Stock option grants beginning of period $ 210,340 $ 98,440 Stock-based arrangements during the period: Stock option grants 3,367 47,048 Restricted stock issued: Employee stock purchase plan 563 822 $ 214,270 $ 146,310 |
Schedule of Stock option activity | The following table details stock option activity: Three Months Ended March 31, 2016 Weighted Average Shares Exercise Price Outstanding, beginning of period 21,657,776 $ 0.21 Stock options granted 1,185,400 0.05 Cancelled/Expired (753,649) 0.33 Outstanding, end of period 22,089,527 $ 0.20 Exercisable, end of period 3,329,168 $ 0.37 |
Operating Matters and Liquidi21
Operating Matters and Liquidity - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 23, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Line of Credit Facility [Line Items] | |||||
Net Income Loss | $ (1,517,736) | $ (1,843,195) | $ 7,900,000 | $ 6,300,000 | |
Accumulated deficit | $ (130,506,061) | $ (128,988,325) | |||
Venture Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.1003 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,492,523 | ||||
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, 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 | ||||
Proceeds from Issuance of Long-term Debt | $ 5,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | 9.00% | |||
Warrants Expire Term | 10 years | ||||
Venture Loan [Member] | Horizon Technology Finance Corporation [Member] | |||||
Line of Credit Facility [Line Items] | |||||
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. | ||||
December 2014 Private Placement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Sale of Stock, Number of Shares Issued in Transaction | 50,099,700 | ||||
Sale of Stock, Price Per Share | $ 0.1003 | ||||
Sale of Stock, Consideration Received on Transaction | $ 5,025,000 | ||||
2014 warrants [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.1003 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,099,700 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Schedule Of Inventory) (Detail) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Line Items] | ||
Raw materials | $ 79,503 | $ 112,372 |
Finished goods | 11,202 | 12,211 |
Total inventory, net | $ 90,705 | $ 124,583 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Potential Common Stock Equivalents Excluded from Calculation of Diluted Net Loss per Share) (Detail) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
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 | 110,390,606 | 96,353,979 |
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 | 22,089,527 | 8,052,900 |
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 | 88,301,079 | 88,301,079 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies- Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Significant Accounting Policies [Line Items] | |||
Deferred revenue | $ 2,900,000 | $ 3,200,000 | |
Sales commissions | $ 67,000 | $ 88,000 | |
Percentage of cash discount offered to customers | 2.00% | ||
Deferred tax assets, valuation allowance | $ 33,900,000 | ||
Revenue Recognition, Milestone Method, Revenue Recognized | 262,000 | 348,000 | |
ABG [Member] | |||
Significant Accounting Policies [Line Items] | |||
Purchase Order Placed | 3,300,000 | ||
Fulfillment Center [Member] | |||
Significant Accounting Policies [Line Items] | |||
Payments To Acquire of Inventory | 33,000 | ||
Genetic Test Revenue [Member] | |||
Significant Accounting Policies [Line Items] | |||
Breakage Revenue | 61,000 | $ 76,000 | |
Customer Payment [Member] | |||
Significant Accounting Policies [Line Items] | |||
Deferred revenue | 250,000 | ||
Kits Components [Member] | |||
Significant Accounting Policies [Line Items] | |||
Deferred revenue | 2,600,000 | ||
Distributors [Member] | |||
Significant Accounting Policies [Line Items] | |||
Deferred revenue | $ 2,300,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Oct. 31, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||||
Prior Period Notice | 60 days | |||
Proceeds from License Fees Received | $ 59,000 | $ 54,000 | ||
Business Combination, Consideration Transferred | $ 250,000 | |||
Amway Global [Member] | ||||
Business Acquisition [Line Items] | ||||
Commissions paid | $ 67,000 | $ 88,000 | ||
Amway Global [Member] | Sales [Member] | ||||
Business Acquisition [Line Items] | ||||
Concentration Risk, Percentage | 14.00% | 56.00% | ||
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 | 3.00% | 14.00% | ||
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 I
Debt Instruments - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |
Dec. 23, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | |||
Debt Instrument, Unamortized Discount | $ 234,000 | ||
Interest Paid | 113,750 | $ 123,750 | |
Paid-in-Kind Interest | 38,000 | $ 38,000 | |
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% | 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 | $ 0.1003 | ||
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 | 234,000 | ||
Interest Paid | 114,000 | $ 113,000 | |
Paid-in-Kind Interest | $ 38,000 | $ 38,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Feb. 26, 2014 | |
Loss Contingencies [Line Items] | ||||
Operating Leases, Rent Expense | $ 84,000 | $ 80,000 | ||
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 a) extended the term of the lease from March 31, 2014 to March 31, 2017; b) 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 | |||
Granted, Weighted Avg.Exercise Price | $ 0.05 | |||
Employee-related Liabilities, Current | $ 166,000 | |||
Operating Leases Base rent In Year Two | 2.06% | |||
Operating Leases Base Rent In Year Three | 2.06% | |||
Dr. Kornman [Member] | ||||
Loss Contingencies [Line Items] | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 400,000 | |||
Granted, Weighted Avg.Exercise Price | $ 0.05 |
Capital Stock (Authorized, Issu
Capital Stock (Authorized, Issued and Reserved shares of common stock) (Detail) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Reserved for issuance | 140,642,212 |
Total common shares issued and outstanding at March 31, 2016 | 172,953,440 |
Total common shares outstanding and reserved for issuance at March 31, 2016 | 313,595,652 |
Warrants with common stock additional purchase rights associated with December 2014 private placement [Member] | |
Reserved for issuance | 50,189,431 |
Strike Price | $ / shares | $ 0.1003 |
Expiry | Dec. 23, 2021 |
Warrants to purchase common stock associated with September 2014 consulting agreement with Danforth Advisors [Member] | |
Reserved for issuance | 100,000 |
Strike Price | $ / shares | $ 0.2500 |
Expiry | Sep. 8, 2024 |
Shares reserved under outstanding stock options and options available for grant [Member] | |
Reserved for issuance | 52,107,279 |
Shares reserved for future issuance under the Employee Stock Purchase Plan [Member] | |
Reserved for issuance | 233,854 |
Warrants to purchase common stock associated with December 2014 venture loan and security agreement [Member] | |
Reserved for issuance | 2,492,523 |
Strike Price | $ / shares | $ 0.1003 |
Expiry | Dec. 23, 2024 |
Outstanding warrants issued in June 2012 [Member] | |
Reserved for issuance | 437,158 |
Strike Price | $ / shares | $ 0.2745 |
Expiry | Jun. 29, 2017 |
Outstanding warrants issued in May 2013, vesting May 2013 [Member] | |
Reserved for issuance | 20,655,737 |
Strike Price | $ / shares | $ 0.2745 |
Expiry | May 17, 2020 |
Outstanding warrants issued in May 2013, vesting August 2013 [Member] | |
Reserved for issuance | 14,426,230 |
Strike Price | $ / shares | $ 0.2745 |
Expiry | Aug. 9, 2020 |
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 | |
2014 Placement Agent Warrants [Member] | |
Stockholders Equity [Line Items] | |
Risk-free interest rate | 1.98% |
Expected life | 7 years |
Expected volatility | 138.40% |
Dividend Yield | 0.00% |
Lender Warrants [Member] | |
Stockholders Equity [Line Items] | |
Risk-free interest rate | 2.17% |
Expected life | 10 years |
Expected volatility | 121.60% |
Dividend Yield | 0.00% |
Capital Stock - Additional Info
Capital Stock - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Dec. 23, 2014 | Sep. 30, 2014 | May. 17, 2013 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Aug. 09, 2013 | |
Stockholders Equity [Line Items] | |||||||
Convertible preferred stock, par value | $ 0.001 | ||||||
Convertible preferred stock, shares authorized | 6,000,000 | ||||||
Common stock, shares authorized | 450,000,000 | 450,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||
Allocated Share-based Compensation Expense | $ 3,000 | $ 3,000 | |||||
Common Stock Shares Issued | 172,953,440 | 172,887,221 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 2,521,222 | ||||||
Interest Paid | $ 113,750 | 123,750 | |||||
Paid-in-Kind Interest | 38,000 | 38,000 | |||||
Debt Instrument, Unamortized Discount | 234,000 | ||||||
Debt Conversion, Original Debt, Amount | $ 14,316,255 | ||||||
May 2013 Private Placement [Member] | Minimum [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Common stock, shares authorized | 150,000,000 | ||||||
May 2013 Private Placement [Member] | Maximum [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Common stock, shares authorized | 300,000,000 | ||||||
Venture Loan [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Warrants exercise price per share | $ 0.1003 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,492,523 | ||||||
Warrants and Rights Outstanding | $ 261,000 | ||||||
Proceeds from Issuance of Long-term Debt | 5,000,000 | ||||||
Warrants Expiration Term | 10 years | ||||||
Interest Paid | $ 114,000 | 113,000 | |||||
Paid-in-Kind Interest | 38,000 | $ 38,000 | |||||
Debt Instrument, Unamortized Discount | $ 234,000 | ||||||
Investor [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Sale of Stock, Consideration Received on Transaction | $ 5,025,000 | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 50,099,700 | ||||||
Warrants exercise price per share | $ 0.1003 | ||||||
Sale of Stock, Price Per Share | $ 0.1003 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 50,099,700 | ||||||
Danforth Advisors [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Common stock, par value | $ 0.25 | ||||||
Warrants Fair Value Disclosure | $ 24,000 | ||||||
Common Stock Shares Issued | 100,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | ||||||
Common Stock [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 39,089,161 | ||||||
Common Stock [Member] | May 2013 Private Placement [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Sale of Stock, Consideration Received on Transaction | $ 12,000,000 | ||||||
Sale of Stock, Number of Shares Issued in Transaction | 43,715,847 | ||||||
Sale of Stock, Price Per Share | $ 0.2745 | ||||||
Warrants 2013 [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Percentage Of Warrants Exercisable | 63.00% | ||||||
Percentage Of Warrants Exercisable After Shareholder Approval | 37.00% | ||||||
Warrants exercise price per share | $ 0.2745 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 32,786,885 | ||||||
Warrants 2014 [Member] | |||||||
Stockholders Equity [Line Items] | |||||||
Warrants and Rights Outstanding | $ 5,200,000 | ||||||
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 exercise price per share | $ 0.2745 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 89,731 | ||||||
Warrants and Rights Outstanding | $ 9,000 | ||||||
Payments for Underwriting Expense | $ 218,000 |
Stock-Based Compensation Arra31
Stock-Based Compensation Arrangements (Stock-Based Compensation) (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation | $ 214,270 | $ 146,310 |
Stock option grants beginning of period [Member] | ||
Share-based Compensation | 210,340 | 98,440 |
Stock option grants [Member] | ||
Share-based Compensation | 3,367 | 47,048 |
Employee Stock Purchase Plan [Member] | ||
Share-based Compensation | $ 563 | $ 822 |
Stock-Based Compensation Arra32
Stock-Based Compensation Arrangements (Stock Option and Restricted Stock Grants) (Detail) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Shares | |
Outstanding, beginning of period | shares | 21,657,776 |
Stock options granted | shares | 1,185,400 |
Cancelled/Expired | shares | (753,649) |
Outstanding, end of period | shares | 22,089,527 |
Exercisable, end of period | shares | 3,329,168 |
Weighted Avg. Exercise Price | |
Outstanding, beginning of period | $ / shares | $ 0.21 |
Stock options granted | $ / shares | 0.05 |
Cancelled/Expired | $ / shares | 0.33 |
Outstanding, end of period | $ / shares | 0.20 |
Exercisable, end of period | $ / shares | $ 0.37 |
Stock-Based Compensation Arra33
Stock-Based Compensation Arrangements - Additional Information (Detail) - USD ($) | Apr. 06, 2015 | Jul. 21, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Aug. 09, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Share-based Awards Other than Options | $ 2,100,000 | $ 1,400,000 | |||
Granted,Weighted Avg.Exercise Price | $ 0.05 | ||||
Employment Agreement [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 | 14,245,227 | ||||
Granted,Weighted Avg.Exercise Price | $ 0.1525 | ||||
Common Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 66,219 | ||||
Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock purchase price | 85.00% | ||||
Weighted-average purchase price | $ 0.05 | $ 0.10 | |||
Weighted-average fair value | $ 0.06 | $ 0.12 | |||
Compensation expense | $ 563 | $ 822 | |||
Employee Stock Purchase Plan [Member] | Common Stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 66,219 | 54,820 | |||
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 | 30,000,000 | 1,185,400 | |||
2013 Plan [Member] | Employment Agreement [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 | 2,622,948 | ||||
2013 Plan [Member] | Common Stock [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 | 30,017,752 | ||||
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 | ||||
Outside of 2013 Plan [Member] | Employment Agreement [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 | 11,622,279 |
Industry Risk and Concentrati34
Industry Risk and Concentration - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Amway Global [Member] | ||
Sales Revenue Goods Net Percentage | 14.00% | 56.00% |
ABG’s Promotional Product Bundle Program [Member] | ||
Sales Revenue Goods Net Percentage | 3.00% | 14.00% |