DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 3 Months Ended | |
Mar. 31, 2018 | May 18, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Precipio, Inc. | |
Entity Central Index Key | 1,043,961 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 19,668,572 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash | $ 286 | $ 421 |
Accounts receivable, net | 552 | 730 |
Inventories, net | 159 | 161 |
Other current assets | 209 | 430 |
Total current assets | 1,206 | 1,742 |
PROPERTY AND EQUIPMENT, NET | 333 | 353 |
OTHER ASSETS: | ||
Goodwill | 4,391 | 4,685 |
Intangibles, net | 20,138 | 20,458 |
Other assets | 25 | 22 |
Assets | 26,093 | 27,260 |
CURRENT LIABILITIES: | ||
Current maturities of long-term debt | 676 | 587 |
Accounts payable | 4,956 | 5,103 |
Current maturities of capital leases | 51 | 50 |
Accrued expenses | 1,529 | 1,248 |
Deferred revenue | 189 | 66 |
Other current liabilities | 1,350 | 2,982 |
Total current liabilities | 8,751 | 10,036 |
LONG TERM LIABILITIES: | ||
Long-term debt, less current maturities and discounts | 2,894 | 2,829 |
Common stock warrant liability | 124 | 841 |
Capital leases, less current maturities | 100 | 113 |
Deferred tax liability | 349 | 349 |
Other long-term liabilities | 467 | 67 |
Total liabilities | 12,685 | 14,235 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock - $0.01 par value, 15,000,000 shares authorized at March 31, 2018 and December 31, 2017, respectively, 47 and 4,935 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | ||
Common stock, $0.01 par value, 150,000,000 and 150,000,000 shares authorized at March 31, 2018 and December 31, 2017, respectively, 19,668,572 and 10,196,620 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 197 | 102 |
Additional paid-in capital | 47,192 | 44,465 |
Accumulated deficit | (33,981) | (31,542) |
Total stockholders' equity | 13,408 | 13,025 |
Liabilities and stockholders' equity | $ 26,093 | $ 27,260 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Preferred stock, shares issued (in shares) | 47 | 4,935 |
Preferred stock, shares outstanding (in shares) | 47 | 4,935 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 19,668,572 | 10,196,620 |
Common stock, shares outstanding (in shares) | 19,668,572 | 10,196,620 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Service revenue, net | $ 791 | $ 303 |
Other | 5 | |
Revenue, net of contractual allowances and adjustments | 796 | 303 |
less allowance for doubtful accounts | (84) | (55) |
Net sales | 712 | 248 |
Cost of sales | 688 | 182 |
Gross profit | 24 | 66 |
OPERATING EXPENSES: | ||
Operating expenses | 2,178 | 662 |
Impairment of goodwill | 294 | |
TOTAL OPERATING EXPENSES | 2,472 | 662 |
OPERATING LOSS | (2,448) | (596) |
OTHER INCOME (EXPENSE): | ||
Interest expense, net | (8) | (162) |
Warrant revaluation | 261 | |
Gain on settlement liability, net | 141 | |
Loss on settlement of equity instrument | (385) | |
Other expense | 9 | (162) |
LOSS BEFORE INCOME TAXES | (2,439) | (758) |
INCOME TAX EXPENSE | 0 | |
NET LOSS | (2,439) | (758) |
DEEMED DIVIDENDS ON ISSUANCE OR EXCHANGE OF PREFERRED UNITS | (3,514) | |
TOTAL DIVIDENDS | (3,514) | |
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ (5,953) | $ (758) |
BASIC AND DILUTED LOSS PER COMMON SHARE (IN DOLLARS PER SHARE) | $ (0.47) | $ (1.69) |
BASIC AND DILUTED WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING (IN SHARES) | 12,576,037 | 449,726 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS USED IN OPERATING ACTIVITIES: | ||
Net loss | $ (2,439) | $ (758) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 352 | 24 |
Amortization of deferred financing costs and debt discount | 1 | 6 |
Gain on settlement of liability | (141) | |
Loss on settlement of equity instrument | 385 | |
Stock-based compensation and change in liability of stock appreciation rights | 82 | |
Impairment of goodwill | 294 | |
Provision for losses on doubtful accounts | 84 | 55 |
Warrant revaluation | (261) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 94 | (47) |
Inventories, net | 2 | (6) |
Other assets | 218 | 4 |
Accounts payable | (44) | 169 |
Accrued expenses and other liabilities | 228 | 227 |
Net cash used in operating activities | (1,145) | (326) |
CASH FLOWS PROVIDED BY INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (5) | |
Net cash used in investing activities | (5) | |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES: | ||
Principal payments on capital lease obligations | (12) | (11) |
Issuance of common stock, net of issuance costs | 618 | |
Proceeds from exercise of warrants | 225 | |
Proceeds from long-term debt | 300 | 265 |
Proceeds from convertible bridge notes | 100 | |
Principal payments on long-term debt | (116) | (46) |
Net cash flows provided by financing activities | 1,015 | 308 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (135) | (18) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 421 | 51 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 286 | 33 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid during the period for interest | 6 | $ 15 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION | ||
Purchases of equipment financed through accounts payable | 7 | |
Deferred debt issuance cost financed through accounts payable | 31 | |
Other current liabilities canceled in exchange for common shares | 1,897 | |
Warrant liability canceled due to settlement of equity instruments | $ 456 |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 3 Months Ended |
Mar. 31, 2018 | |
BUSINESS DESCRIPTION [Abstract] | |
BUSINESS DESCRIPTION | 1. BUSINESS DESCRIPTION Business Description. Precipio, Inc., and Subsidiary, (“we”, “us”, “our”, the “Company” or “Precipio”) is a cancer diagnostics company providing diagnostic products and services to the oncology market. We have built and continue to develop a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technology developed within academic institutions and delivering quality diagnostic information to physicians and their patients worldwide. We operate a cancer diagnostic laboratory located in New Haven, Connecticut and have partnered with the Yale School of Medicine to capture the expertise, experience and technologies developed within academia so that we can provide a better standard of cancer diagnostics and solve the growing problem of cancer misdiagnosis. We also operate a research and development facility in Omaha, Nebraska which will focus on further development of ICE-COLD-PCR (“ICP”), the patented technology which was exclusively licensed by us from Dana-Farber Cancer Institute, Inc. (“Dana-Farber”) at Harvard University (“Harvard”). The research and development center will focus on the development of this technology, which we believe will enable us to commercialize other technologies developed by our current and future academic partners. Our platform connects patients, physicians and diagnostic experts residing within academic institutions. Launched in 2017, the platform facilitates the following relationships: Patients: patients may search for physicians in their area and consult directly with academic experts that are on the platform. Patients may also have access to new academic discoveries as they become commercially available. Physicians: physicians can connect with academic experts to seek consultations on behalf of their patients and may also provide consultations for patients in their area seeking medical expertise in that physician’s relevant specialty. Physicians will also have access to new diagnostic solutions to help improve diagnostic accuracy. Academic Experts: academic experts on the platform can make themselves available for patients or physicians seeking access to their expertise. Additionally, these experts have a platform available to commercialize their research discoveries. We intend to continue updating our platform to allow for patient-to-patient communications and allow individuals to share stories and provide support for one another, to allow physicians to consult with their peers to discuss and share challenges and solutions, and to allow academic experts to interact with others in academia on the platform to discuss their research and cross-collaborate. ICP was developed at Harvard and is licensed exclusively by us from Dana-Farber. The technology enables the detection of genetic mutations in liquid biopsies, such as blood samples. The field of liquid biopsies is a rapidly growing market, aimed at solving the challenge of obtaining genetic information on disease progression and changes from sources other than a tumor biopsy. Gene sequencing is performed on tissue biopsies taken surgically from the tumor site in order to identify potential therapies that will be more effective in treating the patient. There are several limitations to this process. First, surgical procedures have several limitations, including: Cost: surgical procedures are usually performed in a costly hospital environment. For example, according to a recent study the mean cost of lung biopsies is greater than $14,000 ; surgery also involves hospitalization and recovery time. Surgical access: various tumor sites are not always accessible (e.g. brain tumors), in which cases no biopsy is available for diagnosis. Risk: patient health may not permit undergoing an invasive surgery; therefore a biopsy cannot be obtained at all. Time: the process of scheduling and coordinating a surgical procedure often takes time, delaying the start of patient treatment. Second, there are several tumor-related limitations that provide a challenge to obtaining such genetic information from a tumor: Tumors are heterogeneous by nature: a tissue sample from one area of the tumor may not properly represent the tumor’s entire genetic composition; thus, the diagnostic results from a tumor may be incomplete and non-representative. Metastases: in order to accurately test a patient with metastatic disease, ideally an individual biopsy sample should be taken from each site (if those sites are even known). These biopsies are very difficult to obtain; therefore physicians often rely on biopsies taken from the primary tumor site. The advent of technologies enabling liquid biopsies as an alternative to tumor biopsy and analysis is based on the fact that tumors (both primary and metastatic) shed cells and fragments of DNA into the blood stream. These blood samples are called “liquid biopsies” that contain circulating tumor DNA, or ctDNA, which hold the same genetic information found in the tumor(s). That tumor DNA is the target of genetic analysis. However, since the quantity of tumor DNA is very small in proportion to the “normal” (or “healthy”) DNA within the blood stream, there is a need to identify and separate the tumor DNA from the normal DNA. ICP is an enrichment technology that enables the laboratory to focus its analysis on the tumor DNA by enriching, and thereby “multiplying” the presence of, tumor DNA, while maintaining the normal DNA at its same level. Once the enrichment process has been completed, the laboratory genetic testing equipment is able to identify genetic abnormalities presented in the ctDNA, and an analysis can be conducted at a higher level of sensitivity, to enable the detection of such genetic abnormalities. The technology is encapsulated into a chemical that is provided in the form of a kit and sold to other laboratories who wish to conduct these tests in-house. The chemical within the kit is added to the specimen preparation process, enriching the sample for the tumor DNA so that the analysis will detect those genetic abnormalities. Merger Transaction On June 29, 2017 , the Company (then known as “Transgenomic, Inc.”, or “Transgenomic”), completed a reverse merger (the “Merger”) with Precipio Diagnostics, LLC, a privately held Delaware limited liability company (“Precipio Diagnostics”) in accordance with the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated October 12, 2016 , as amended on February 2, 2017 and June 29, 2017, by and among Transgenomic, Precipio Diagnostics and New Haven Labs Inc. (“Merger Sub”) a wholly-owned subsidiary of Transgenomic. Pursuant to the Merger Agreement, Merger Sub merged with and into Precipio Diagnostics, with Precipio Diagnostics surviving the Merger as a wholly-owned subsidiary of the combined company. Upon the consummation of the Merger, the historical financial statements of Precipio Diagnostics become the Company's historical financial statements. Accordingly, the historical financial statements of Precipio Diagnostics are included in the comparative prior periods. As a result of the Merger, historical preferred stock, common stock, restricted units, warrants and additional paid-in capital, including share and per share amounts, have been retroactively adjusted to reflect the equity structure of the combined company, including the effect of the Merger exchange ratio. Pursuant to the Merger Agreement, each outstanding unit of Precipio Diagnostics was exchanged for 10.2502 pre-reverse stock split shares of Company Common Stock. Going Concern. The condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (“GAAP”) applicable for a going concern, which assume that the Company will realize its assets and discharge its liabilities in the ordinary course of business. The Company has incurred substantial operating losses and has used cash in its operating activities for the past few years. As of March 31, 201 8 , the Company had a net loss of $2.4 million, negative working capital of $7.5 million and net cash used in operating activities of $ 1.1 million. The Company’s ability to continue as a going concern over the next twelve months from the date of issuance of this Form 10-Q is dependent upon a combination of achieving its business plan, including generating additional revenue, and raising additional financing to meet its debt obligations and paying liabilities arising from normal business operations when they come due. To meet its current and future obligations the Company has taken the following steps to capitalize the business and successfully achieve its business plan: · On April 13, 2018, the Company filed a Form S-1 General Registration Statement to register and offer for future sale shares of our common stock, pursuant to entering into an Equity Purchase Agreement with Leviston Resources LLC (the “Investor”) on February 8, 2018. See Note 8 – Stockholders’ Equity for further details. · On April 20, 2018, the Company entered into a securities purchase agreement (the “Agreement”) with certain investors, pursuant to which the Company will issue up to approximately $3,296,703.30 in 8% Senior Secured Convertible Promissory Notes with 100% common stock warrant coverage. See Note 12 – Subsequent Events for further details. Notwithstanding the aforementioned circumstances, there remains substantial doubt about the Company’s ability to continue as a going concern over the next twelve months from the date of issuance of the Form 10-Q . There can be no assurance that the Company will be able to successfully achieve its initiatives summarized above in order to continue as a going concern over the next twelve months from the date of issuance of the Form 10-Q . The accompanying financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments that might result should the Company be unable to continue as a going concern as a result of the outcome of this uncertainty. Nasdaq Delisting Notice On March 26, 2018, Precipio, Inc. received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based on the closing bid price of the Company’s common stock for the preceding 30 consecutive business days , the Company is not in compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market (the “Minimum Bid Price Requirement”). The Notice has no immediate effect on the listing of Precipio’s common stock, and its common stock will continue to trade on the Nasdaq Capital Market under the symbol “PRPO” at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Precipio has a period of 180 calendar days, or until September 24, 2018 to regain compliance with the Minimum Bid Price Requirement. The Company intends to monitor the closing bid price of its common stock and consider its available options to resolve its noncompliance with the Minimum Bid Price Requirement. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation. The accompanying condensed consolidated financial statements are presented in conformity with GAAP. We have evaluated events occurring subsequent to March 31, 2018 for potential recognition or disclosure in the condensed consolidated financial statements and concluded that, other than what is disclosed within the notes to unaudited condensed consolidated financial statements and in Note 12 - Subsequent Events, there were no other subsequent events that required recognition or disclosure. The condensed consolidated balance sheet as of December 31, 2017 was derived from our audited balance sheet as of that date. There has been no change in the balance sheet from December 31, 2017. The accompanying condensed consolidated financial statements as of and for the three months ended March 31, 2018 and 2017 are unaudited and reflect all adjustments (consisting of only normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2017 contained in our Annual Report Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2018. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2018. Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers and has subsequently issued supplemental and/or clarifying ASUs (collectively “ASC 606”). ASC 606 outlines a five-step framework that intends to clarify the principles for recognizing revenue and eliminate industry-specific guidance. In addition, ASC 606 revises current disclosure requirements in an effort to help financial statement users better understand the nature, amount, timing, and uncertainty of revenue that is recognized. ASC 606 may be applied either retrospectively to each prior reporting period presented or use the modified retrospective transition method with the cumulative effect of initial adoption recognized at the date of initial application. We adopted this new standard as of January 1, 2018, by using the modified-retrospective method. An adjustment was not required and a change to the prior revenue recognition process and policy to adopt the new standard was not necessary. See Note 11 – Sales Service Revenue, Net And Accounts Receivable for further details. In February 2016, the FASB issued ASU No. 2016-02, Leases . The new standard amends the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases and amends disclosure requirements associated with leasing arrangements. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. We are currently assessing the impact that the adoption of this ASU will have on our consolidated financial statements. In January 2017, FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU No. 2017-01 adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU No. 2017-01 did not have a material effect on the Company’s financial position and results of operations. In May 2017, the FASB issued ASU 2017-09 “ Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting”, which provides clarity and reduces both diversity in practice and cost and complexity when applying guidance in Topic 718. This amendment provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments are effective for all entities for annual periods, and interim periods within those periods, beginning after December 15, 2017. The adoption of ASU No. 2017-09 did not have a material effect on the Company’s financial position and results of operations. Property and Equipment, net. Depreciation expense was less than $0.1 million for both the three months March 31, 2018 and 2017. Depreciation expense during each year includes depreciation related to equipment acquired under capital leases. Goodwill and Intangible Assets. As a result of the Merger, the Company recorded goodwill and intangible assets as part of its allocation of the purchase consideration. Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of the business acquired. Goodwill is tested for impairment annually. We perform this impairment analysis during the fourth quarter of each year or when a significant event occurs that may indicate that the assets might be impaired. During the three months ended March 31, 2018, the Company experienced a decline in its share price and a reduction in its market capitalization, as such the Company determined that an assessment of goodwill should be performed using the qualitative approach. Based on the qualitative assessment, the Company concluded that it was more likely than not that the fair value of the Company was less than its carry value. As part of its analysis, the Company considered triggering events and compared its fair value with its carrying value. The analysis of the fair value of the Company involved using the discounted cash flow model. Based on the analysis, the Company concluded that its carrying value exceeded its fair value and goodwill impairment in the amount of $0.3 million was recorded for the three months ended March 31, 2018. Intangibles Amortization expense for intangible assets was $0.3 million and zero during the three months ended March 31, 2018 and 2017, respectively. Amortization expense for intangible assets is expected to be $1.2 million, $1.0 million, $1.0 million, $0.9 million and $0.9 million for each of the years ending December 31, 2018, 2019, 2020, 2021 and 2022, respectively. Revenue Recognition. Revenue recognition occurs when a customer obtains control of the promised goods and service. Revenue assigned to the goods and services reflects the consideration which the Company expects to receive in exchange for those goods and services. The Company derives its revenues from Diagnostic Testing - histology, flow cytometry, cytology and molecular testing; Clinical Research from bio-pharma customers, state and federal grant programs; and from Biomarker Testing from bio-pharma customers. All sources of revenue are recorded net of accruals for estimated chargebacks, rebates, cash discounts, other allowances, and returns. Due to differences in the substance of these revenue types, the transactions require, and the Company utilizes, different revenue recognition policies for each. See more detailed information on revenue in Note 11 – Sales Service Revenue, Net And Accounts Receivable. The Company recognizes revenue utilizing the five-step framework of ASC 606. Control of the laboratory testing services is transferred to the customer at a point in time. As such, the Company recognizes revenue for diagnostic testing at a point in time based on the delivery method (web-portal access or fax) for a patient’s laboratory report. Diagnostic testing service revenue is reported at the estimated net realizable amounts from patients, third-party payors and others for services rendered, including retroactive adjustment under reimbursement agreements with third-party payors. Revenue under third-party payor agreements is subject to audit and retroactive adjustment. Provisions for third-party payor settlements are provided in the period in which the related services are rendered and adjusted in the future periods, as final settlements are determined. For clinical research and biomarker services, the Company utilizes an “effort based” method of assessing performance and measures progress towards satisfaction of the performance obligation based upon the delivery of results per the contract. When we receive payment in advance, we initially defer the revenue and recognize it when we deliver the service. Deferred net sales included in the balance sheet as deferred revenue was $0.2 million and less than $0.1 million as of March 31, 2018 and December 31, 2017, respectively. Taxes collected from customers and remitted to government agencies for specific net sales producing transactions are recorded net with no effect on the income statement. Loss Per Share. Basic loss per share is calculated based on the weighted-average number of common shares outstanding during each period. Diluted loss per share includes shares issuable upon exercise of outstanding stock options, warrants or conversion rights that have exercise or conversion prices below the market value of our common stock. Options, warrants and conversion rights pertaining to 9,506,515 and 2,753,814 shares of our common stock have been excluded from the computation of diluted loss per share at March 31, 2018 and 2017, respectively, because the effect is anti-dilutive due to the net loss. The following table summarizes the outstanding securities not included in the computation of diluted net loss per share: March 31, 2018 2017 Stock options 3,520,059 2,651 Warrants 5,923,789 1,971,058 Preferred stock 62,667 780,105 Total 9,506,515 2,753,814 |
REVERSE MERGER
REVERSE MERGER | 3 Months Ended |
Mar. 31, 2018 | |
REVERSE MERGER [Abstract] | |
REVERSE MERGER | 3. REVERSE MERGER Unaudited pro forma information The operating results of Transgenomic have b een included in the Company's consolidated financial statements for all period s after June 29, 2017 . The following unaudited pro forma information presents the Company's financial results as if the acquisition of Transgenomic had occurred on January 1, 2017 and combines Transgenomic’s unaudited condensed consolidated statement of operations for the three months ended March 31, 2017 with Precipio’s unaudited condensed statement of operations for the three months ended March 31, 2017: Dollars in thousands, except per share amounts For the Three Months Ended March 31, 2018 2017 Net sales $ 712 $ 907 Net loss available to common stockholders (5,953 ) (2,778 ) Loss per common share $ (0.47 ) $ (0.42 ) |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2018 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | 4 . LONG-TERM DEBT Long-term debt consists of the following: Dollars in Thousands March 31, 2018 December 31, 2017 Department of Economic and Community Development (DECD) $ 293 $ — DECD debt issuance costs (30 ) — Secured debt obligations 3,233 3,233 Financed insurance loan 74 183 Total long-term debt 3,570 3,416 Current portion of long-term debt (676 ) (587 ) Long-term debt, net of current maturities $ 2,894 $ 2,829 Department of Economic and Community Development. On January 8, 2018, the Company received gross proceeds of $400,000 when it entered into an agreement with the Department of Economic and Community Development (“DECD”) by which the Company received a grant of $100,000 and a loan of $300,000 secured by substantially all of the Company’s assets (the “DECD 2018 Loan”.) The grant is included in deferred revenue in the accompanying condensed consolidated balance sheet. Debt issuance costs associated with the DECD 2018 Loan were approximately $31,000 . Amortization of the debt issuance cost was approximately $1,000 for the three months ended March 31, 2018. Net debt issuance costs were $30,000 at March 31, 2018 and are presented as a reduction of the related debt in the accompanying condensed consolidated balance sheet. Secured Debt Obligations In 2017, the Company entered into Debt Settlement Agreements (the “Settlement Agreements”) with certain of its accounts payable and accrued liability vendors (the “Creditors”) pursuant to which the Creditors , who were owed $6.3 million (the “Debt Obligations”) by the Company, agreed to reduce and exchange the Debt Obligations for a secured obligation in the amount of $3.2 million, $1.9 million in shares of the Company’s common stock and 108,112 warrants to purchase shares of the Company’s common stock. The Debt Obligations were restructured as follows: · The Company entered into a scheduled long-term debt repayment agreement of approximately $3.2 million, which includes interest of approximately $0.6 million, to be paid in forty-eight equal monthly installments beginning in July 2018 (the “Secured Debt Obligations”). · Debt Obligations of $1.9 million were canceled in exchange for 1,814,754 shares of the Company’s common stock with a weighted average price per share of $1.04 (the “Settlement Common Shares”). The stock was issued in February 2018. · Warrants to purchase 108,112 shares of the Company’s common stock at an exercise price of $7.50 per share (the “Creditor Warrants”) were issued to certain Creditors. The Creditor Warrants were issued in February 2018 . Financed Insurance Loan . During 2017, t he Company financed certain of its insurance premiums (the “ Financed Insurance Loan ”) . The original amount financed in July 2017 was $0.4 million with a 4.99 % interest rate. The Company will make monthly payments through May 2018. As of March 31, 2018 and December 31, 2017, the Financed Insurance Loan outstanding balance of $0.1 million and $0.2 million, respectively, is included in current maturities of long-term debt in the Company’s condensed consolidated balance sheet. A corresponding prepaid asset is included in other current assets. |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2018 | |
OTHER CURRENT LIABILITIES [Abstract] | |
OTHER CURRENT LIABILITIES | 5 . OTHER CURRENT LIABILITIES . Other current liabilities are as follows: 0 (dollars in thousands) March 31, 2018 December 31, 2017 Obligation to issue common shares $ — $ 1,897 Liability for settlement of equity instrument 1,350 1,085 $ 1,350 $ 2,982 As of December 31, 2017, t he Company had recorded a liability related to its obligation to issue shares of its common stock in the future. On February 12, 2018, the Company issued 1,814,754 Settlement Common Shares with a fair value of approximately $1.9 million. On February 20, 2018, Crede Capital Group LLC (“Crede”) filed a lawsuit against the Company in the Supreme Court of the State of New York for Summary Judgment in Lieu of Complaint requiring the Company to pay cash owed to Crede. Crede claimed that Precipio had breached a Securities Purchase Agreement and Warrant that Crede entered into in connection with an investment in Transgenomic and that pursuant to those agreements, Precipio owed Crede approximately $2.2 million. On March 12, 2018, Precipio entered into a settlement agreement (the “Crede Agreement”) with Crede pursuant to which Precipio agreed to pay Crede a total sum of $1.925 million over a period of 16 months payable in cash, or at the Company’s discretion, in stock, in accordance with terms contained in the Crede Agreement. In accordance with the terms of the agreement and in addition to the agreement to pay, we have also executed and delivered to Crede an affidavit of confession of judgment. As of December 31, 2017, the Compan y had recorded liabilities relating to Crede of $1.1 million included in other current liabilities on the accompanying condensed consolidated balance sheets and $0.6 million included in common stock warrant liability on the accompanying condensed consolidated balance sheets related to warrants classified as liabilities that Crede is the holder of. As of the date of the Crede Agreement, the fair value of the common stock warrant liability related to Crede was revalued to approximately $0.4 million , resulting in a gain of $0.2 million included in w arrant revaluation in the unaudited condensed consolidated statement of operations during the three months ended March 31, 2018. See Note 9 – Fair Value for further discussion. During the three months ended March 31, 2018, at the time of the Crede Agreement, the Company paid approximately $0.2 million to Crede and recorded $1.3 million in other current liabilities and $0.4 million in other long-term liabilities, thus replacing its $1.1 million liability for settlement of equity instrument and $0.4 million common stock warrant liability. This resulted in the Company recording a n additional loss of $0.4 million , which is included in loss on settlement of equity instruments in the unaudited condensed consolidated statement of operations . The remaining amount due to Crede will be paid per the Crede Agreement payment schedule with the final installment due in May 2019 . |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
CONTINGENCIES [Abstract] | |
CONTINGENCIES | 6 . CONTINGENCIES The Company is involved in legal proceedings related to matters, which are incidental to its business. The Company has also assumed a number of claims as a result of the Merger. See below for a discussion on these matters. The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, government healthcare program participation requirement, reimbursement for patient services and Medicare and Medicaid fraud and abuse. Government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Management believes that the Company is in compliance with fraud and abuse regulations, as well as other applicable government laws and regulations. While no material regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory actions unknown or unasserted at this time. The outcome of legal proceedings and claims brought against us are subject to significant uncertainty. Therefore, although management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against us in the same reporting period for amounts in excess of management’s expectations, our financial statements for such reporting period could be materially adversely affected. In general, the resolution of a legal matter could prevent us from offering our services or products to others, could be material to our financial condition or cash flows, or both, or could otherwise adversely affect our operating results. L ITIGATIONS The Company is delinquent on the payment of outstanding accounts payable for certain vendors and suppliers who have taken or have threatened to take legal action to collect such outstanding amounts. On June 23, 2016, the Icahn School of Medicine at Mount Sinai (“Mount Sinai”) filed a lawsuit against Transgenomic in the Supreme Court of the State of New York, County of New York, alleging, among other things, breach of contract and, alternatively, unjust enrichment and quantum merit, and seeking recovery of $0.7 million owed by us to Mount Sinai for services rendered. We and Mount Sinai entered into a settlement agreement dated October 27, 2016, which included, among other things, a mutual general release of claims, and our agreement to pay approximately $0.7 million to Mount Sinai in installments over a period of time. Effective as of October 31, 2017, we and Mount Sinai agreed to enter into a new settlement agreement to restructure these liabilities into a secured, long-term debt obligation of $0.5 million which includes accrued interest at 10% with monthly principal and interest payments of $9,472 beginning in July 2018 and con tinuing over 48 months and we issued warrants in the amount of 24,900 shares, that are exercisable for shares of our common stock, on a 1-for-1 basis, with an exercise price of $7.50 per share, exercisable on the date of issuance with a term of 5 years. We do not plan to apply to list the warrants on the NASDAQ Capital Market, any other national securities exchange or any other nationally recognized trading system. A $0.5 million liability has been recorded and is reflected in long-term debt within the accompanying condensed consolidated balance sheet at March 31, 2018 and December 31, 2017. On February 21, 2017, XIFIN, Inc. (“XIFIN”) filed a lawsuit against us in the District Court for the Southern District of California alleging breach of written contract and seeking recovery of approximately $0.27 million owed by us to XIFIN for damages arising from a breach of our obligations pursuant to a Systems Services Agreement between us and XIFIN, dated as of February 22, 2013, as amended and restated on September 1, 2014. On April 5, 2017, the court clerk entered default against the Company. On May 5, 2017, XIFIN filed an application for entry of default judgment against us. A liability of $0.1 million and $0.2 million is reflected in accounts payable within the accompanying condensed consolidated bal ance sheet at March 31, 2018 and December 31, 2017, respectively. CPA Global provides us with certain patent management services. On February 6, 2017, CPA Global claimed that we owe approximately $0.2 million for certain patent maintenance services rendered. CPA Global has not filed claims against us in connection with this allegation. A liability of approximately less than $0.1 million has been recorded and is reflected in accounts payable within the accompanying condensed consolidated balance sheet at March 31, 2018 and December 31, 2017. On February 17, 2017, Jesse Campbell (“Campbell”) filed a lawsuit individually and on behalf of others similarly situated against us in the District Court for the District of Nebraska alleging we had a materially incomplete and misleading proxy relating to a potential merger and that the merger agreement’s deal protection provisions deter superior offers. As a result, Campbell alleges that we have violated Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereafter. The Company filed a motion to dismiss all claims, which motion was fully briefed on November 27, 2017. The Court granted the Company’s motion in full on May 3, 2018 and dismissed the lawsuit . On March 21, 2018, Bio-Rad Laboratories filed a lawsuit against us in the Superior Court Judicial Branch of the State of Connecticut for Summary Judgment in Lieu of Complaint requiring us to pay cash owed to Bio-Rad in the amount of $39,000 . We are currently in discussions with Bio-Rad to reach payment conditions. A liability of less than $0.1 million has been recorded in accounts payable within the accompanying condensed consolidated balance sheet at March 31, 2018 and December 31, 2017. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2018 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | 7 . INCOME TAXES Income tax expense for the three months ended March 31, 2018 and 2017 was zero as a result of recording a full valuation allowance against the deferred tax asset generated during the periods, which are predominantly net operating losses. We had no material interest or penalties during fiscal 2018 or fiscal 2017, and we do not anticipate any such items during the next twelve months. Our policy is to record interest and penalties directly related to uncertain tax positions as income tax expense in the condensed consolidated statements of operations. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2018 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | 8 . STOCKHOLDERS’ EQUITY Common Stock. Pursuant to our Third Amended and Restated Certificate of Incorporation, as amended, we currently have 150,000,000 shares of common stock authorized for issuance. On February 8, 2018 the Company entered into an equity purchase agreement (the “ 2018 Purchase A greement”) with Leviston Resources LLC (“Leviston”) for the purchase of up to $8,000,000 (the “Aggregate Amount”) of shares (the “ Shares”) of the Company’s common stock from time to time, at the Company’s option. Shares offered and sold prior to February 13, 2018 were issued pursuant to the Company’s shelf registration statement on Form S-3 (and the related prospectus) that the Company filed with the Securities and Exchange Commission (the “SEC”) and which was declared effective by the SEC on February 13, 2015 (the “Shelf Registration Statement”). Sales of the Company’s common stock, if any, may be made in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), at a purchase price equal to 97.25% of the volume weighted average sales price of the common stock reported on the date that Leviston receives a capital call from the Company. Leviston purchased 721,153 shares (the “Investor Shares”) of the Company’s common stock following the close of business on February 9, 2018, subject to customary closing conditions, at a price per share of $1.04 . The shares were sold pursuant to the Shelf Registration Statement. The net proceeds to the Company from this sale were approximately $744,000 . In addition to the $6,000 fee ( 0.75% fee discussed below), the Company incurred approximately $136,000 of additional costs, both of which have been treated as issuance costs within additional paid-in capital in the accompanying unaudited condensed consolidated balance sheet . In consideration of Leviston’s agreement to enter into the 2018 Purchase Agreement, the Company agreed to pay to Leviston a commitment fee in shares of the Company’s common stock equal in value to 5.25% of the total Aggregate Amount (the “Commitment Shares”), payable as follows: 1.75% on or before February 12, 2018. This amount, of $140,000 , was paid to Leviston through the issuance of 170,711 shares of the Company’s common stock on February 12, 2018; 1.75% on the third calendar day after the date on which the registration statement on Form S-1 file d on April 16, 2018 is declared effective by the SEC; and 1.75% on the thirtieth calendar day after the date on which such registration statement on Form S-1 is declared effective by the SEC. The Company agreed to pay to Leviston, on each day that Leviston receives a capital call from the Company, all expenses associated with depositing, clearing, selling and mailing of the stock certificates, a fee of 0.75% of any amount purchased by Leviston. Also, the Company paid $35,000 to Leviston for a documentation fee for preparing the 2018 Purchase Agreement. This was recorded in additional paid-in-capital as an off-set to the proceeds received. Leviston will refund the Company $15,000 if certain future conditions are met . Such conditions have not been met as of the date of issuance of this Form 10-Q . Because the Company’s existing registration statement on Form S-3 expired on February 13, 2018 and, due to the timing of the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, the Company will not be eligible to file a new Form S-3 registration statement until September 1, 2018, the Company agreed to prepare and file with the SEC a registration statement on Form S-1 the (“S-1 Registration Statement”), by April 15, 2018 and to use reasonable best efforts to cause the S-1 Registration Statement to be declared effective by the SEC within ninety days thereafter. The Company filed the S-1 Registration Statement with the SEC on April 16, 2018, which is yet to become effective and which was in a timely manner since the SEC was not open for filings on April 15, 2018. The Company is also required to pay liquidated damages of $100,000 on each event of default under the 2018 Purchase Agreement. The Company has provided Leviston with customary indemnification rights under the 2018 Purchase Agreement. During the three months ended March 31, 2018, the Company issued 3,120,000 shares of its common stock in connection with conversions of its Series B Preferred Stock and 3,345,334 shares of its common stock in connection with conversions of its Series C Preferred Stock . Aside from 60,000 shares of common stock issued in connection with conversions of its Series C Preferred Stock , all of the shares of common stock issued in the three months ended March 31, 2018 in connection with conversions of its Series B Preferred Stock and Series C Preferred Stock (together the “Preferred Stock”) were issued after the Company induced the holders of its Preferred Stock to convert their shares of Preferred Stock to shares of the company’s common stock (see below - Preferred Stock induced conversions). During the three months ended March 31, 2018, the Company issued 300,000 shares of its common stock in connection with the exercise of 300,000 warrants. The warrant exercise resulted in net cash proceeds to the Company of approximately $0.2 million. Preferred Stock. The Company’s Board of Directors is authorized to issue up to 15,000,000 shares of preferred stock in one or more series, from time to time, with such designations, powers, preferences and rights and such qualifications, limitations and restrictions as may be provided in a resolution or resolutions adopted by the Board of Directors. Series B Preferred Stock. On August 25, 2017, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (“Series B Preferred Stock”) with the State of Delaware which designates 6,900 shares of our preferred stock as Series B Preferred Stock. The Series B Preferred Stock has a stated value of $1,000 per share and a par value of $0.01 per share. The Series B Preferred Stock includes a beneficial ownership blocker but has no dividend rights (except to the extent dividends are also paid on the common stock). On August 28, 2017, the Company completed the August 2017 Offering of 6,000 units consisting of one share of the Company’s Series B Preferred Stock, which was initially convertible into 400 shares of common stock, par value $0.01 per share, at a conversion price of $2.50 per share, and one warrant to purchase up to 400 shares of common stock (the “August 2017 Offering Warrants”) at a combined public offering price of $1,000 per unit. The August 2017 Offering included the sale of 280,000 August 2017 Offering Warrants pursuant to the over-allotment option exercised by Aegis Capital Corp. (“Aegis”) for $0.01 per share or $2,800 . In November 2017, the down round feature of the Series B Preferred Stock was triggered at the time of the Company’s issuance of its Series C Preferred Stock and, as a result, the conversion price of the Series B Preferred Stock was reduced from $2.50 per share to $1.40 per share. T he 2018 Purchase Agreement triggered the down round feature of the Series B Preferred Stock and , as a result, the conversion price of the Company’s Series B Convertible Preferred Stock was automatically adjusted from $1.40 per share to $1.04 per share. In connection with the down round adjustment, the Company calculated an incremental beneficial conversion feature of approximatel y $1.4 million which was recognized as a deemed dividend at time of the down round adjustment . T he 2018 Inducement Agreement, discussed below, triggered the down round feature of the Series B Preferred Stock and , as a result, the conversion price of the Company’s Series B Convertible Preferred Stock was automatically adjusted from $1.04 per share to $0.75 per share. In connection with the down round adjustment, the Company calculated an incremental beneficial conversion feature of approximatel y $40,000 which was recognized as a deemed dividend at time of the down round adjustment . During the three months ended March 31, 2018, 2,340 shares of Series B Preferred Stock that were outstanding at December 31, 2017 were converted into 3,120,000 shares of our common stock. At March 31 , 201 8 , the Company had 6,900 shares of Series B designated and 47 shares of Series B issued and outstanding . Series C Preferred Stock On November 6, 2017, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock (“Series C Preferred Stock”) with the State of Delaware which designates 2,748 shares of our preferred stock as Series C Preferred Stock. The Series C Preferred Stock has a stated value of $1,000 per share and a par value of $0.01 per share. On November 2, 2017, the Company entered into a Placement Agency Agreement (the “Placement Agreement”) with Aegis Capital Corp. for the sale on a reasonable best efforts basis of 2,748 units, each consisting of one share of the Company’s Series C Preferred Stock, convertible into a number of shares of the Company’s common stock equal to $1,000 divided by $1.40 and warrants to purchase up to 1,962,857 shares of common stock with an exercise price of $1.63 per share (the “Series C Warrants”) at a combined offering price of $1,000 per unit, in a registered direct offering (the “Series C Preferred Offering”). The Series C Preferred Stock includes a beneficial ownership blocker but has no dividend rights (except to the extent dividends are also paid on the common stock). The securities comprising the units are immediately separable and were issued separately. The conversion price of the Series C Preferred Stock contains a down round feature. T he 2018 Purchase Agreement triggered the down round feature of the Series C Preferred Stock and , as a result, the conversion price of the Company’s Series B Convertible Preferred Stock was automatically adjusted from $1.40 per share to $1.04 per share. In connection with the down round adjustment, the Company calculated an incremental beneficial conversion feature of approximatel y $0.8 million which was recognized as a deemed dividend at time of the down round adjustment . During the three months ended March 31, 2018, 2,548 shares of Series C Preferred Stock that were outstanding at December 31, 2017 were converted into 3,345,334 shares of our common stock. At March 31, 201 8 , the Company had 2,748 shares of Series C designated and zero shares of Series C issued and outstanding. Preferred Stock induced conversions On March 21, 2018, the Company entered into a Letter Agreement (the “ 2018 Inducement Agreement”) with certain holders (the “Investors”) of shares of the Company’s Series B Preferred Stock and Series C Preferred Stock (together the “Preferred Stock”), and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), issued in the Company’s public offering in August 2017 and registered direct offering in November 2017. Pursuant to the 2018 Inducement Agreement, the Company and the Investors agreed that, as a result of the issuance of shares of Common Stock pursuant to that Purchase Agreement, dated February 8, 2018, by and between the Company and the investor named therein, and effective as of the time of execution of the 2018 Inducement Agreement, the exercise price of the Warrants was reduced to $0.75 per share (the “Exercise Price Reduction”) and the conversion price of the Preferred Stock was reduced to $0.75 (the “Conversion Price Reduction”). As consideration for the Company’s agreement to the Exercise Price Reduction and the Conversion Price Reduction, (i) each Investor agreed to convert the shares of Preferred Stock held by such Investor into shares of Common Stock in increments of up to 4.99% of the shares of Common Stock outstanding as of the date of the 2018 Inducement Agreement and (ii) one Investor agreed to exercise 666,666 Warrants and another Investor agreed to exercise 500,000 Warrants in increments of up to 4.99% of the shares of Common Stock outstanding as of the date of the 2018 Inducement Agreement, in each case in accordance with the beneficial ownership limitations set forth in the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock and the Warrants. As discussed above, as of March 31, 2018, all shares of Preferred Stock, except 47 shares of Series B Preferred Stock, have been converted to shares of our common stock and 300,000 Warrants had been exercised. The 2018 Inducement Agreement represented an inducement by the Company to convert shares of the Preferred Stock. The conversion price of the Preferred Stock was reduced from $1.04 per share to $0.75 per share and the exercise price of the Warrants was reduced from $1.04 per share to $0.75 per share. The Company calculated the fair value of the additional securities and consideration to be approximately $1.2 million. This amount was recorded as a charge to additional paid-in-capital and as a deemed dividend resulting in a reduction of income available to common shareholders in our basic earnings per share calculation. The $1.2 million is comprised of two components: 1) $1.1 million related to the fair value of the additional common shares issued upon conversion of the Preferred Stock due to the reduced conversion price and 2) $0.1 million in incremental fair value of the Warrants resulting from the reduction of the exercise price. Common Stock Warrants. The following represents a summary of the warrants outstanding as of March 31, 2018: Issue Year Expiration Underlying Shares Exercise Price Warrants Assumed in Merger (1) 2014 April 2020 12,487 $120.00 (2) 2015 February 2020 23,826 $67.20 (3) 2015 December 2020 4,081 $49.80 (4) 2016 January 2021 8,952 $36.30 Warrants (5) 2017 June 2022 45,600 $2.75 (6) 2017 June 2022 91,429 $7.00 (7) 2017 August 2022 2,380,000 $0.75 (8) 2017 August 2022 60,000 $3.125 (9) 2017 August 2022 856,446 $10.00 (10) 2017 August 2022 359,999 $0.75 (11) 2017 October 2022 10,000 $0.75 (12) 2017 May 2023 1,962,857 $0.75 (13) 2018 October 2022 108,112 $7.50 5,923,789 (1) These warrants were issued in connection with a private placement which was completed in October 2014. (2) These warrants were issued in connection with an offering which was completed in February 2015. (3) These warrants were issued in connection with an offering which was completed in July 2015. (4) These warrants were issued in connection with an offering which was completed in January 2016. Of the remaining outstanding warrants as of March 31, 2018, 5,368 warrants are recorded as a liability, See Note 9 – Fair Value for further discussion, and 3,584 are treated as equity. (5) These warrants were issued in connection with the Merger and are the 2017 New Bridge Warrants. (6) These warrants were issued in connection with the Merger and are considered Side Warrants. (7) These warrants were issued in connection with the August 2017 Offering and are the August 2017 Offering Warrants discussed below. (8) These warrants were issued in connection with the August 2017 Offering and are considered Representative Warrants. (9) These warrants were issued in connection with the conversion of our Series A Senior stock, at the time of the closing of the August 2017 Offering, and are the Series A Conversion Warrants discussed above. (10) These warrants were issued in connection with the conversion of convertible bridge notes, at the time of the closing of the August 2017 Offering, and are the Note Conversion Warrants discussed below. (11) These warrants were issued in connection with the waiver of default the Company received in the fourth quarter of 2017 in connection with the Convertible Promissory Notes and are the Convertible Promissory Note Warrants discussed below. (12) These warrants were issued in connection with the Series C Preferred Offering and are the Series C Warrants discussed below. (13) These warrants were issued in connection with the Debt Obligation settlement agreements and are the Creditor Warrants discussed below. Warrants Assumed in Merger At the time of the Merger, Transgenomic had a number of outstanding warrants related to various financing transactions that occurred between 2013-2016. Details related to year issued, expiration date, amount of underlying common shares and exercise price are included in the table above . During the three months ended March 31, 2018, 23,055 of the warrants assumed in the Merger expired and are no longer outstanding. August 2017 Offering Warrants In connection with the August 2017 Offering, the Company issued 2,680,000 warrants at an exercise price of $3.00 , which contain a down round provision. As a result of the Series C Preferred Offering, the exercise price of the August 2017 Offering Warrants was adjusted to $1.40 per share. During the three months ended March 31, 2018, as a result of 2018 Purchase Agreement, the exercise price of the August 2017 Offering Warrants was adjusted to $1.04 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be approximately $62,000 and recorded this as a deemed dividend. In addition, as a result of the 2018 Inducement Agreement, the exercise price of the August 2017 Offering Warrants was further adjusted to $0.75 as a result of the Exercise Price Reduction discussed above. During the three months ended March 31, 2018, 300,000 of the August 2017 Offering Warrants were exercised for $0.75 per share. Note Conversion Warrants Upon the closing of the August 2017 Offering, the Company issued 359,999 warrants to purchase the Company’s common stock (the “ Note Conversion Warrants ”) . The Note Conversion Warrants have an exercise price of $3.00 per share and contain a down round provision. As a result of the Series C Preferred Offering, the exercise price of the Note Conversion Warrants was adjusted to $1.40 per share. During the three months ended March 31, 2018, as a result of 2018 Purchase Agreement, the exercise price of the Note Conversion Warrants was adjusted to $1.04 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be approximately $8,000 and recorded this as a deemed dividend. In addition, as a result of the 2018 Inducement Agreement, the exercise price of the Note Conversion Warrants was further adjusted to $0.75 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be approximately $5,000 and recorded this as a deemed dividend. Convertible Promissory Note Warrants T he Convertible Promissory Note Warrants ha d an original exercise price of $3.00 per share and contain a down round provision . As a result of the Series C Preferred Offering, the exercise price of the Convertible Promissory Note Warrants was adjusted to $1.40 per share. During the three months ended March 31, 2018, as a result of 2018 Purchase Agreement, the exercise price of the Convertible Promissory Note Warrants was adjusted to $1.04 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be less than $1,000 and recorded this as a deemed dividend. In addition, as a result of the 2018 Inducement Agreement, the exercise price of the Convertible Promissory Note Warrants was further adjusted to $0.75 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be less than $1,000 and recorded this as a deemed dividend. Series C Warrants In connection with the Series C Preferred Offering, the Company issued 1,962,857 warrants at an exercise price of $1.63 , which contain a down round provision. During the three months ended March 31, 2018, as a result of 2018 Purchase Agreement, the exercise price of the Series C Warrants was adjusted to $1.04 . At the time the exercise price was adjusted, the Company calculated the fair value of the down round provision on the warrants to be approximately $58,000 and recorded this as a deemed dividend. In addition, as a result of the 2018 Inducement Agreement, the exercise price of the Series C Warrants was further adjusted to $0.75 as a result of the Exercise Price Reduction discussed above. Creditor Warrants In the fourth quarter of 2017, the Company entered into Settlement Agreements with certain of its accounts payable and accrued liability vendors (the “Creditors”) pursuant to which the Company agreed to issue, to certain of its Creditors, 108,112 warrants to purchase 108,112 shares of the Company’s common stock at an exercise price of $7.50 per share. The warrants were issued in February 2018. See Note 4 – Long -Term Debt. |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Mar. 31, 2018 | |
FAIR VALUE [Abstract] | |
FAIR VALUE | 9 . FAIR VALUE FASB guidance on fair value measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements for our financial assets and liabilities, as well as for other assets and liabilities that are carried at fair value on a recurring basis in our condensed consolidated financial statements. FASB guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows: Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2—Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets; and Level 3—Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability. Common Stock Warrant Liabilities. Certain of our issued and outstanding warrants to purchase shares of common stock do not qualify to be treated as equity and, accordingly, are recorded as a liability. 2016 Warrant Liability The Company assumed the 2016 Warrant Liability in the Merger and it represents the fair value of Transgenomic warrants issued in January 2016, of which, 5,368 warrants remain outstanding as of March 31, 201 8 . We are required to record these instruments at fair value at each reporting date and changes are recorded as a non-cash adjustment to earnings. The gains or losses included in earnings are reported in other income (expense) in our condensed consolidated s tatement of o perations. During the three months ended March 31, 2018, a portion of the 2016 Warrant Liability was part of a settlement agreement pursuant to a lawsuit that was filed against the Company by one of the warrant holders. As such, approximately $0.4 million of the warrant liability, representing 20,216 warrants, was canceled on the date of the settlement agreement and replaced by and amounts now recorded as other current liabilities or other long-term liabilities. For further detail, see discussion of the Crede Agreement in Note 5 – Other Current Liabilities. The 2016 Warrant Liability is considered a Level 3 financial instrument and was valued using the Monte Carlo methodology. As of March 31, 2018, a ssumptions and inputs used in the valuation of the common stock warrants include: remaining life to maturity of 2.75 years; annual volatility of 167% ; and a risk-free interest rate of 2.39% . During the three months ended March 31, 2018, the change in the fair value of the liability measured using significant unobservable inputs (Level 3) were comprised of the following: Dollars in Thousands For the Three Months Ended March 31, 2018 Beginning balance at January 1 $ 841 Total gains: Recognized in earnings (261 ) Deductions – warrant liability settlement (456 ) Balance at March 31 $ 124 |
EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN | 3 Months Ended |
Mar. 31, 2018 | |
EQUITY INCENTIVE PLAN [Abstract] | |
EQUITY INCENTIVE PLAN | 10. EQUITY INCENTIVE PLAN The Company's 2006 Equity Incentive Plan (the "2006 Plan") was terminated as to future awards on July 12, 2016. The Company's 2017 Stock Option and Incentive Plan (the "2017 Plan") was adopted by the Company's stockholders on June 5, 2017 and t here were 666,666 shares of common stock reserved for issuance under the 2017 Plan . The 2017 Plan will expire on June 5, 2027 . Amendment of the 2017 Stock Option and Incentive Plan On January 31, 2018, at a special meeting of the stockholders of the Company, the stockholders approved an amendment and restatement of the Company’s 2017 Stock Option and Incentive Plan (the “2017 Plan”) to: · increase the aggregate number of shares authorized for issuance under the 2017 Plan by 5,389,500 shares to 6,056,166 shares and cumulatively increased on January 1, 2019 and on each January 1 thereafter by the lesser of the annual increase for such year or 500,000 shares; · increase the maximum number of shares that may be granted in the form of stock options or stock appreciation rights to any one individual in any one calendar year and the maximum number of shares underlying any award intended to qualify as performance-based compensation to any one individual in any performance cycle, in each case to 1,000,000 shares of Common Stock; and · add an “evergreen” provision, pursuant to which the aggregate number of shares authorized for issuance under the 2017 Plan will be automatically increased each year beginning on January 1, 2019 by 5% of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, or such lesser number of shares determined by the Company’s Board of Directors or Compensation Committee. Stock Options. During the three months ended March 31, 2018, the Company granted stock options to employees and directors to purchase up to 3,286,528 shares of common stock at a weighted average exercise price of $0.71 . These awards have vesting periods of one to four years and had a weighted average grant date fair value of $0.65 . The fair value calculation of options granted during the three months ended March 31, 2018 used the follow assumptions: risk free interest rate of 2.63% based on the U.S. Treasury yield in effect at the time of grant; expected life of six years; and volatility of 135% . The following table summarizes stock option activity under our plans during the three months ended March 31, 2018: Number of Options Weighted-Average Exercise Price Outstanding at January 1, 2018 236,484 $ 7.12 Granted 3,286,528 0.71 Forfeited (2,953 ) 110.23 Outstanding at March 31, 2018 3,520,059 $ 1.06 Exercisable at March 31, 2018 42,249 $ 22.75 As of March 31 , 201 8 , there were 2,650,694 options that were vested or expected to vest with an aggregate intrinsic value of zero and a remaining weighted average contractual life of 9.8 years. For the three months ended March 31 , 201 8 and 201 7 , we recorded compensation expense for all stock awards of $0.1 million and zero , respectively, within operating expense in the accompanying statements of operations . As of March 31, 201 8 , the unrecognized compensation expense related to unvested stock awards was $2.4 million, which is expected to be recognized over a weighted-average period of 3.6 years. |
NET SALES SERVICE REVENUE AND A
NET SALES SERVICE REVENUE AND ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2018 | |
Net Sales Service Revenue and Accounts Receivable [Abstract] | |
Net Sales Service Revenue and Accounts Receivable | 1 1 . SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE Adoption of ASC Topic 606, “Revenue from contracts with customers” On January 1, 2018, the Company adopted ASC 606 that amends the guidance for the recognition of revenue from contracts with customers to transfer goods and services by using the modified-retrospective method applied to any contracts that were not completed as of January 1, 2018. The Company performed a comprehensive review of its existing revenue arrangements following the five-step model: Step 1: Identification of the contract with the customer. Sub-steps include determining the customer in a contract; Initial contract identification and determine if multiple contracts should be combined and accounted for as a single transaction. Step 2: Identify the performance obligation in the contract. Sub-steps include identifying the promised goods and services in the contract and identifying which performance obligations within the contract are distinct. Step 3: Determine the transaction price. Sub-steps include variable consideration, constraining estimates of variable consideration, the existence of a significant financing component in the contract, noncash consideration and consideration payable to a customer. Step 4: Allocate transaction price. Sub-steps include assessing the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods or services to the customer. Step 5: Satisfaction of performance obligations. Sub-steps include ascertaining the point in time when an asset is transferred to the customer and the customer obtains control of the asset upon which time the Company recognizes revenue. Based on the Company's analysis, there were no changes identified that impacted the amount or timing of revenues recognized under the new guidance as compared to the previous guidance (ASC 605). Additionally, the Company's analysis indicated that there were no changes to how costs to obtain and fulfill our customer contracts would be recognized under the new guidance as compared to the previous guidance. Accordingly, the initial application of the new revenue standard did not result in the recognition of a cumulative effect adjustment to the opening balance of accumulated deficit as of January 1, 2018. Nature of Contracts and Customers T he Company’s contracts and related performance obligations are similar for its customers and the sales process for all customers start upon the receipt of requisition forms from the customers for patient diagnostic testing and the execution of contracts for biomarker testing and clinical research. Payment terms for the services provided are 30 days, unless separately negotiated. Diagnostic testing Control of the laboratory testing services is transferred to the customer at a point in time. As such, the Company recognizes revenue for laboratory testing services at a point in time based on the delivery method (web-portal access or fax) for the patient’s laboratory report, per the contract. Clinical research grants Control of the clinical research services are transferred to the customer over time. The Company will recognize revenue utilizing the “effort based” method, measuring its progress toward complete satisfaction of the performance obligation. Biomarker testing and clinical project services Control of the biomarker testing and clinical project services are transferred to the customer over time. The Company utilizes an “effort based” method of assessing performance and measures progress towards satisfaction of the performance obligation based upon the delivery of results. The Company generates revenue from the provision of diagnostic testing provided to patients, biomarker testing provided to bio-pharma customers and clinical research grants funded by both bio-pharma customers and government health programs. Disaggregation of Revenues by Transaction Type We operate in one business segment and, therefore, the results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting. Revenues, net of contractual allowances and adjustments for the three months ended March 31, 2018 and 2017 were as follows (prior-period amounts are not adjusted under the modified-retrospective method of adoption): (dollars in thousands) Diagnostic Testing Biomarker Testing Total 2018 2017 2018 2017 2018 2017 Medicaid $ 12 $ 12 $ — $ — $ 12 $ 12 Medicare 134 158 — — 134 158 Self-pay 26 20 — — 26 20 Third party payers 131 113 — — 131 113 Contract diagnostics — — 488 — 488 — Revenues, net of contractual allowances $ 303 $ 303 $ 488 $ — $ 791 $ 303 Revenue from the Medicare and Medicaid programs account for a portion of the Company’s patient diagnostic service revenue. Laws and regulations governing those programs are extremely complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience. The Company does not typically enter arrangements where multiple contracts can be combined as the terms regarding services are generally found within a single agreement/requisition form. The Company derives its revenues from three types of transactions: diagnostic testing, clinical research grants from state and federal research programs, and other revenues from the Company’s ICP technology and bio-pharma projects encompassing genetic diagnostics. Deferred revenue Deferred revenue, or unearned revenue , refers to advance payments for products or services that are to be delivered in the future. The Company records such prepayment of unearned revenue as a liability, as revenue that has not yet been earned, but represents products or services that are owed to a customer. As the product or service is delivered over time, the Company recognizes the appropriate amount of revenue from deferred revenue . For the period ended March 31, 2018 and December 31, 2017, the deferred revenue was $189,000 and $66,000 , respectively . Contractual Allowances and Adjustments We are reimbursed by payors for services we provide. Payments for services covered by payors average less than billed charges. We monitor revenue and receivables from payors and record an estimated contractual allowance for certain revenue and receivable balances as of the revenue recognition date to properly account for anticipated differences between amounts estimated in our billing system and amounts ultimately reimbursed by payors. Accordingly, the total revenue and receivables reported in our financial statements are recorded at the amounts expected to be received from these payors. For service revenue, the contractual allowance is estimated based on several criteria, including unbilled claims, historical trends based on actual claims paid, current contract and reimbursement terms and changes in customer base and payor/product mix. The billing functions for the remaining portion of our revenue are contracted and fixed fees for specific services and are recorded without an allowance for contractual discounts . The following table presents our revenues initially recognized for each associated payor class during the three months ended March 31, 2018 and 2017. Gross Revenues Contractual Allowances and adjustments Revenues, net of Contractual Allowances and adjustments 2018 2017 2018 2017 2018 2017 Medicaid $ 15 $ 24 $ (3) $ (12) $ 12 $ 12 Medicare 137 166 (3) (8) 134 158 Self-pay 26 20 — — 26 20 Third party payers 317 295 (186) (182) 131 113 Contract diagnostics 488 — — — 488 — 983 505 (192) (202) 791 303 Other 5 — — — 5 — $ 988 $ 505 $ (192) $ (202) $ 796 $ 303 Allowance for Doubtful Accounts The Company provides for a general allowance for collectability of services when recording n et sales. The Company has adopted the policy of recognizing net sales to the extent it expects to collect that amount. Reference FASB 954-605-45-5 and ASU 2011-07, Health Care Entities: Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debt, and the Allowance for Doubtful Accounts. The change in the allowance for doubtful accounts is directly related to the increase in p atient service revenues. The following table presents our reported revenues net of the collection allowance and adjustments for the three months ended March 31, 2018 and 2017. (dollars in thousands) Revenues, net of Contractual Allowances and adjustments Allowances for doubtful accounts Total 2018 2017 2018 2017 2018 2017 Medicaid $ 12 $ 12 $ (11) $ (2) $ 1 $ 10 Medicare 134 158 (20) (30) 114 128 Self-pay 26 20 — (4) 26 16 Third party payers 131 113 (53) (19) 78 94 Contract diagnostics 488 — — — 488 — 791 303 (84) (55) 707 248 Other 5 — — — 5 — $ 796 $ 303 $ (84) $ (55) $ 712 $ 248 Costs to Obtain or Fulfill a Customer Contract Sales commissions are expensed when incurred because the amortization period would have been one year or less. These costs are recorded in operating expenses in the condensed consolidated statements of operations. Shipping and handling costs are comprised of inbound and outbound freight and associated labor. The Company accounts for shipping and handling activities related to contracts with customers as fulfillment costs which are included in cost of sales in the condensed consolidated statements of operations. Accounts Receivable The Company has provided an allowance for potential credit losses, which has been determined based on management’s industry experience. The Company grants credit without collateral to its patients, most of who are insured under third party payer agreements. The following summarizes the mix of receivables: March 31, 2018 December 31, 2017 Medicaid $ 33 $ 37 Medicare 611 256 Self-pay 102 53 Third party payers 768 1,066 Contract diagnostic services 246 445 Other — — $ 1,760 1,857 Less allowance for doubtful accounts (1,208 ) (1,127 ) Accounts receivable, net $ 552 $ 730 The following table presents the roll-forward of the allowance for doubtful accounts for the three months ended March 31, 2018. (dollars in thousands) Allowance for Doubtful Accounts Balance, January 1, 2018 $ (1,127 ) Collection Allowance: Medicaid $ (11 ) Medicare (20 ) Third party payers (53 ) Service revenue, net (84 ) Bad debt expense $ 3 Total charges (81 ) Balance, March 31, 2018 $ (1,208 ) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 1 2 . SUBSEQUENT EVENTS Issuance of Convertible Notes On April 20 , 2018, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company will issue up to approximately $3,296,703 in 8% Senior Secured Convertible Promissory Notes with 25% common stock warrant coverage . The initial closing provided the Company with $1,660,000 of gross proceeds for the issuance of Notes with an aggregate principal of $1,809,400 . The Note is payable by the Company on the earlier of (i) the one year anniversary after the initial closing date or (ii) upon the closing of a qualified offering, namely the Company raising gross proceeds of at least $7,000,000 . The obligations under the Note are secured, subject to certain exceptions and other permitted payments by a perfected security interest on the assets of the Company. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 3 Months Ended |
Mar. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation. The accompanying condensed consolidated financial statements are presented in conformity with GAAP. We have evaluated events occurring subsequent to March 31, 2018 for potential recognition or disclosure in the condensed consolidated financial statements and concluded that, other than what is disclosed within the notes to unaudited condensed consolidated financial statements and in Note 12 - Subsequent Events, there were no other subsequent events that required recognition or disclosure. The condensed consolidated balance sheet as of December 31, 2017 was derived from our audited balance sheet as of that date. There has been no change in the balance sheet from December 31, 2017. The accompanying condensed consolidated financial statements as of and for the three months ended March 31, 2018 and 2017 are unaudited and reflect all adjustments (consisting of only normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2017 contained in our Annual Report Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2018. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2018. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers and has subsequently issued supplemental and/or clarifying ASUs (collectively “ASC 606”). ASC 606 outlines a five-step framework that intends to clarify the principles for recognizing revenue and eliminate industry-specific guidance. In addition, ASC 606 revises current disclosure requirements in an effort to help financial statement users better understand the nature, amount, timing, and uncertainty of revenue that is recognized. ASC 606 may be applied either retrospectively to each prior reporting period presented or use the modified retrospective transition method with the cumulative effect of initial adoption recognized at the date of initial application. We adopted this new standard as of January 1, 2018, by using the modified-retrospective method. An adjustment was not required and a change to the prior revenue recognition process and policy to adopt the new standard was not necessary. See Note 11 – Sales Service Revenue, Net And Accounts Receivable for further details. In February 2016, the FASB issued ASU No. 2016-02, Leases . The new standard amends the recognition of lease assets and lease liabilities by lessees for those leases currently classified as operating leases and amends disclosure requirements associated with leasing arrangements. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. We are currently assessing the impact that the adoption of this ASU will have on our consolidated financial statements. In January 2017, FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. ASU No. 2017-01 adds guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The adoption of ASU No. 2017-01 did not have a material effect on the Company’s financial position and results of operations. In May 2017, the FASB issued ASU 2017-09 “ Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting”, which provides clarity and reduces both diversity in practice and cost and complexity when applying guidance in Topic 718. This amendment provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments are effective for all entities for annual periods, and interim periods within those periods, beginning after December 15, 2017. The adoption of ASU No. 2017-09 did not have a material effect on the Company’s financial position and results of operations. |
Property and Equipment, Net | Property and Equipment, net. Depreciation expense was less than $0.1 million for both the three months March 31, 2018 and 2017. Depreciation expense during each year includes depreciation related to equipment acquired under capital leases. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets. As a result of the Merger, the Company recorded goodwill and intangible assets as part of its allocation of the purchase consideration. Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of the business acquired. Goodwill is tested for impairment annually. We perform this impairment analysis during the fourth quarter of each year or when a significant event occurs that may indicate that the assets might be impaired. During the three months ended March 31, 2018, the Company experienced a decline in its share price and a reduction in its market capitalization, as such the Company determined that an assessment of goodwill should be performed using the qualitative approach. Based on the qualitative assessment, the Company concluded that it was more likely than not that the fair value of the Company was less than its carry value. As part of its analysis, the Company considered triggering events and compared its fair value with its carrying value. The analysis of the fair value of the Company involved using the discounted cash flow model. Based on the analysis, the Company concluded that its carrying value exceeded its fair value and goodwill impairment in the amount of $0.3 million was recorded for the three months ended March 31, 2018. Intangibles Amortization expense for intangible assets was $0.3 million and zero during the three months ended March 31, 2018 and 2017, respectively. Amortization expense for intangible assets is expected to be $1.2 million, $1.0 million, $1.0 million, $0.9 million and $0.9 million for each of the years ending December 31, 2018, 2019, 2020, 2021 and 2022, respectively. |
Revenue Recognition | Revenue Recognition. Revenue recognition occurs when a customer obtains control of the promised goods and service. Revenue assigned to the goods and services reflects the consideration which the Company expects to receive in exchange for those goods and services. The Company derives its revenues from Diagnostic Testing - histology, flow cytometry, cytology and molecular testing; Clinical Research from bio-pharma customers, state and federal grant programs; and from Biomarker Testing from bio-pharma customers. All sources of revenue are recorded net of accruals for estimated chargebacks, rebates, cash discounts, other allowances, and returns. Due to differences in the substance of these revenue types, the transactions require, and the Company utilizes, different revenue recognition policies for each. See more detailed information on revenue in Note 11 – Sales Service Revenue, Net And Accounts Receivable. The Company recognizes revenue utilizing the five-step framework of ASC 606. Control of the laboratory testing services is transferred to the customer at a point in time. As such, the Company recognizes revenue for diagnostic testing at a point in time based on the delivery method (web-portal access or fax) for a patient’s laboratory report. Diagnostic testing service revenue is reported at the estimated net realizable amounts from patients, third-party payors and others for services rendered, including retroactive adjustment under reimbursement agreements with third-party payors. Revenue under third-party payor agreements is subject to audit and retroactive adjustment. Provisions for third-party payor settlements are provided in the period in which the related services are rendered and adjusted in the future periods, as final settlements are determined. For clinical research and biomarker services, the Company utilizes an “effort based” method of assessing performance and measures progress towards satisfaction of the performance obligation based upon the delivery of results per the contract. When we receive payment in advance, we initially defer the revenue and recognize it when we deliver the service. Deferred net sales included in the balance sheet as deferred revenue was $0.2 million and less than $0.1 million as of March 31, 2018 and December 31, 2017, respectively. Taxes collected from customers and remitted to government agencies for specific net sales producing transactions are recorded net with no effect on the income statement. |
Loss Per Share | Loss Per Share. Basic loss per share is calculated based on the weighted-average number of common shares outstanding during each period. Diluted loss per share includes shares issuable upon exercise of outstanding stock options, warrants or conversion rights that have exercise or conversion prices below the market value of our common stock. Options, warrants and conversion rights pertaining to 9,506,515 and 2,753,814 shares of our common stock have been excluded from the computation of diluted loss per share at March 31, 2018 and 2017, respectively, because the effect is anti-dilutive due to the net loss. The following table summarizes the outstanding securities not included in the computation of diluted net loss per share: March 31, 2018 2017 Stock options 3,520,059 2,651 Warrants 5,923,789 1,971,058 Preferred stock 62,667 780,105 Total 9,506,515 2,753,814 |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Outstanding Securities not Included in the Computation of Diluted Net Loss | The following table summarizes the outstanding securities not included in the computation of diluted net loss per share: March 31, 2018 2017 Stock options 3,520,059 2,651 Warrants 5,923,789 1,971,058 Preferred stock 62,667 780,105 Total 9,506,515 2,753,814 |
REVERSE MERGER (Tables)
REVERSE MERGER (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
REVERSE MERGER [Abstract] | |
Business Acquisition, Pro Forma Information | The following unaudited pro forma information presents the Company's financial results as if the acquisition of Transgenomic had occurred on January 1, 2017 and combines Transgenomic’s unaudited condensed consolidated statement of operations for the three months ended March 31, 2017 with Precipio’s unaudited condensed statement of operations for the three months ended March 31, 2017: Dollars in thousands, except per share amounts For the Three Months Ended March 31, 2018 2017 Net sales $ 712 $ 907 Net loss available to common stockholders (5,953 ) (2,778 ) Loss per common share $ (0.47 ) $ (0.42 ) |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
LONG-TERM DEBT [Abstract] | |
Schedule of debt | Long-term debt consists of the following: Dollars in Thousands March 31, 2018 December 31, 2017 Department of Economic and Community Development (DECD) $ 293 $ — DECD debt issuance costs (30 ) — Secured debt obligations 3,233 3,233 Financed insurance loan 74 183 Total long-term debt 3,570 3,416 Current portion of long-term debt (676 ) (587 ) Long-term debt, net of current maturities $ 2,894 $ 2,829 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
OTHER CURRENT LIABILITIES [Abstract] | |
Other current liabilities | Other current liabilities are as follows: 0 (dollars in thousands) March 31, 2018 December 31, 2017 Obligation to issue common shares $ — $ 1,897 Liability for settlement of equity instrument 1,350 1,085 $ 1,350 $ 2,982 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
STOCKHOLDERS' EQUITY [Abstract] | |
Schedule of stockholders' equity, including warrants and rights | The following represents a summary of the warrants outstanding as of March 31, 2018: Issue Year Expiration Underlying Shares Exercise Price Warrants Assumed in Merger (1) 2014 April 2020 12,487 $120.00 (2) 2015 February 2020 23,826 $67.20 (3) 2015 December 2020 4,081 $49.80 (4) 2016 January 2021 8,952 $36.30 Warrants (5) 2017 June 2022 45,600 $2.75 (6) 2017 June 2022 91,429 $7.00 (7) 2017 August 2022 2,380,000 $0.75 (8) 2017 August 2022 60,000 $3.125 (9) 2017 August 2022 856,446 $10.00 (10) 2017 August 2022 359,999 $0.75 (11) 2017 October 2022 10,000 $0.75 (12) 2017 May 2023 1,962,857 $0.75 (13) 2018 October 2022 108,112 $7.50 5,923,789 (1) These warrants were issued in connection with a private placement which was completed in October 2014. (2) These warrants were issued in connection with an offering which was completed in February 2015. (3) These warrants were issued in connection with an offering which was completed in July 2015. (4) These warrants were issued in connection with an offering which was completed in January 2016. Of the remaining outstanding warrants as of March 31, 2018, 5,368 warrants are recorded as a liability, See Note 9 – Fair Value for further discussion, and 3,584 are treated as equity. (5) These warrants were issued in connection with the Merger and are the 2017 New Bridge Warrants. (6) These warrants were issued in connection with the Merger and are considered Side Warrants. (7) These warrants were issued in connection with the August 2017 Offering and are the August 2017 Offering Warrants discussed below. (8) These warrants were issued in connection with the August 2017 Offering and are considered Representative Warrants. (9) These warrants were issued in connection with the conversion of our Series A Senior stock, at the time of the closing of the August 2017 Offering, and are the Series A Conversion Warrants discussed above. (10) These warrants were issued in connection with the conversion of convertible bridge notes, at the time of the closing of the August 2017 Offering, and are the Note Conversion Warrants discussed below. (11) These warrants were issued in connection with the waiver of default the Company received in the fourth quarter of 2017 in connection with the Convertible Promissory Notes and are the Convertible Promissory Note Warrants discussed below. (12) These warrants were issued in connection with the Series C Preferred Offering and are the Series C Warrants discussed below. (13) These warrants were issued in connection with the Debt Obligation settlement agreements and are the Creditor Warrants discussed below. |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
FAIR VALUE [Abstract] | |
Schedule of Changes in Fair Value of Liability | During the three months ended March 31, 2018, the change in the fair value of the liability measured using significant unobservable inputs (Level 3) were comprised of the following: Dollars in Thousands For the Three Months Ended March 31, 2018 Beginning balance at January 1 $ 841 Total gains: Recognized in earnings (261 ) Deductions – warrant liability settlement (456 ) Balance at March 31 $ 124 |
EQUITY INCENTIVE PLAN (Tables)
EQUITY INCENTIVE PLAN (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
EQUITY INCENTIVE PLAN [Abstract] | |
Summary of stock option activity | The following table summarizes stock option activity under our plans during the three months ended March 31, 2018: Number of Options Weighted-Average Exercise Price Outstanding at January 1, 2018 236,484 $ 7.12 Granted 3,286,528 0.71 Forfeited (2,953 ) 110.23 Outstanding at March 31, 2018 3,520,059 $ 1.06 Exercisable at March 31, 2018 42,249 $ 22.75 |
NET SALES SERVICE REVENUE AND26
NET SALES SERVICE REVENUE AND ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Net Sales Service Revenue and Accounts Receivable [Abstract] | |
Schedule of Net Revenues | Revenues, net of contractual allowances and adjustments for the three months ended March 31, 2018 and 2017 were as follows (prior-period amounts are not adjusted under the modified-retrospective method of adoption): (dollars in thousands) Diagnostic Testing Biomarker Testing Total 2018 2017 2018 2017 2018 2017 Medicaid $ 12 $ 12 $ — $ — $ 12 $ 12 Medicare 134 158 — — 134 158 Self-pay 26 20 — — 26 20 Third party payers 131 113 — — 131 113 Contract diagnostics — — 488 — 488 — Revenues, net of contractual allowances $ 303 $ 303 $ 488 $ — $ 791 $ 303 |
Schedule of Gross to Net Sales Adjustments | The following table presents our revenues initially recognized for each associated payor class during the three months ended March 31, 2018 and 2017. Gross Revenues Contractual Allowances and adjustments Revenues, net of Contractual Allowances and adjustments 2018 2017 2018 2017 2018 2017 Medicaid $ 15 $ 24 $ (3) $ (12) $ 12 $ 12 Medicare 137 166 (3) (8) 134 158 Self-pay 26 20 — — 26 20 Third party payers 317 295 (186) (182) 131 113 Contract diagnostics 488 — — — 488 — 983 505 (192) (202) 791 303 Other 5 — — — 5 — $ 988 $ 505 $ (192) $ (202) $ 796 $ 303 |
Schedule of Reported Revenues Net of Collection Allowance | The following table presents our reported revenues net of the collection allowance and adjustments for the three months ended March 31, 2018 and 2017. (dollars in thousands) Revenues, net of Contractual Allowances and adjustments Allowances for doubtful accounts Total 2018 2017 2018 2017 2018 2017 Medicaid $ 12 $ 12 $ (11) $ (2) $ 1 $ 10 Medicare 134 158 (20) (30) 114 128 Self-pay 26 20 — (4) 26 16 Third party payers 131 113 (53) (19) 78 94 Contract diagnostics 488 — — — 488 — 791 303 (84) (55) 707 248 Other 5 — — — 5 — $ 796 $ 303 $ (84) $ (55) $ 712 $ 248 |
Schedule of Receivables | The following summarizes the mix of receivables: March 31, 2018 December 31, 2017 Medicaid $ 33 $ 37 Medicare 611 256 Self-pay 102 53 Third party payers 768 1,066 Contract diagnostic services 246 445 Other — — $ 1,760 1,857 Less allowance for doubtful accounts (1,208 ) (1,127 ) Accounts receivable, net $ 552 $ 730 |
Schedule of Allowance for Doubtful Accounts | The following table presents the roll-forward of the allowance for doubtful accounts for the three months ended March 31, 2018. (dollars in thousands) Allowance for Doubtful Accounts Balance, January 1, 2018 $ (1,127 ) Collection Allowance: Medicaid $ (11 ) Medicare (20 ) Third party payers (53 ) Service revenue, net (84 ) Bad debt expense $ 3 Total charges (81 ) Balance, March 31, 2018 $ (1,208 ) |
BUSINESS DESCRIPTION (Narrative
BUSINESS DESCRIPTION (Narrative) (Details) | Apr. 20, 2018USD ($) | Feb. 09, 2018USD ($) | Jun. 29, 2017 | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) |
Business Acquisition [Line Items] | |||||
Accumulated Net Income (Loss) | $ (2,400,000) | ||||
Working deficiency | (7,500,000) | ||||
Net cash used in operating activities | (1,145,000) | $ (326,000) | |||
Proceeds from issuance of common stock | $ 618,000 | ||||
Securities Purchase Agreement [Member] | Subsequent Events | Senior Secured Convertible Promissory Notes [Member] | |||||
Business Acquisition [Line Items] | |||||
Debt instrument, term | 1 year | ||||
Debt instrument, face amount | $ 3,296,703.30 | ||||
Interest rate (as a percent) | 8.00% | ||||
Common stock warrant coverage | 1 | ||||
Transgenomics | |||||
Business Acquisition [Line Items] | |||||
Merger transaction, effective date | Jun. 29, 2017 | ||||
Merger transaction, agrement date | Oct. 12, 2016 | ||||
Merger transaction, name of acquired entity | Precipio Diagnostics, LLC, a privately held Delaware limited liability company | ||||
Merger transaction, pre-reverse stock split exchange ratio | 10.2502 | ||||
Leviston Resources LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Equity purchase agreement | $ 8,000,000 | ||||
Company stock percentage of market rate | 97.25% |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of goodwill | $ 294 | ||
Other current assets | 209 | $ 430 | |
Depreciation expense | 100 | $ 100 | |
Amortization expense for intangible assets | 300 | ||
Amortization expense, next twelve months | 1,200 | ||
Amortization expense, 2019 | 1,000 | ||
Amortization expense, 2020 | 1,000 | ||
Amortization expense, 2021 | 900 | ||
Amortization expense, 2022 | 900 | ||
Deferred revenue | $ 189 | $ 66 |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Outstanding Securities not Included in the Computation of Diluted Net Loss) (Details) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities not included in the computation of diluted net loss per share | 9,506,515 | 2,753,814 | 2,753,814 |
Employee Stock Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities not included in the computation of diluted net loss per share | 3,520,059 | 2,651 | |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities not included in the computation of diluted net loss per share | 5,923,789 | 1,971,058 | |
Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities not included in the computation of diluted net loss per share | 62,667 | 780,105 |
REVERSE MERGER (Pro-forma Discl
REVERSE MERGER (Pro-forma Disclosures) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | |||
Net sales | $ 712 | $ 907 | |
Net loss available to common stockholders | $ (5,953) | $ (2,778) | |
Loss per common share (in dollars per share) | $ (0.47) | $ (0.42) | |
Transgenomics | |||
Business Acquisition [Line Items] | |||
Net sales | $ 712 | $ 907 | |
Net loss available to common stockholders | $ (5,953) | $ (2,778) | |
Loss per common share (in dollars per share) | $ (0.47) | $ (0.42) |
LONG-TERM DEBT (Schedule of Deb
LONG-TERM DEBT (Schedule of Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total debt | $ 3,570 | $ 3,416 |
Current portion of long-term debt | (676) | (587) |
Long-term debt, net of current maturities | 2,894 | 2,829 |
Department of Economic and Community Development (DECD) | ||
Debt Instrument [Line Items] | ||
Total debt | 293 | |
Debt issuance cost | (30) | |
Financed Insurance Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 74 | 183 |
Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 3,233 | $ 3,233 |
LONG-TERM DEBT (Department of E
LONG-TERM DEBT (Department of Economic and Community Development) (Details) - USD ($) | Jan. 08, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||
Proceeds from long-term debt | $ 300,000 | $ 265,000 | ||
Total debt | 3,570,000 | $ 3,416,000 | ||
Department of Economic and Community Development (DECD) | ||||
Debt Instrument [Line Items] | ||||
Gross proceeds from grant received and loan | $ 400,000 | |||
Proceeds from grant | 100,000 | |||
Total debt | 293,000 | |||
Term loan | Department of Economic and Community Development (DECD) | ||||
Debt Instrument [Line Items] | ||||
Proceeds from long-term debt | 300,000 | |||
Debt issuance costs, net | $ 31,000 | 30,000 | ||
Amortization of debt issuance cost | $ 1,000 |
LONG-TERM DEBT (Secured Debt Ob
LONG-TERM DEBT (Secured Debt Obligations) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Feb. 28, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Total debt | $ 3,570 | $ 3,416 | |
Class of warrant, number of securities called by warrants | 5,923,789 | ||
Warrants, exercise price per share | $ 0.75 | ||
Creditor Warrants Relating to Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Class of warrant, number of securities called by warrants | 108,112 | ||
Warrants, exercise price per share | $ 7.50 | ||
Settlement Agreements [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 3,200 | ||
Warrants and rights outstanding | 1,900 | ||
Settlement Agreements [Member] | Creditor Warrants Relating to Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Class of warrant, number of securities called by warrants | 108,112 | ||
Warrants, exercise price per share | $ 7.50 | ||
Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 3,233 | 3,233 | |
Debt Restructured | 6,300 | ||
Secured Debt [Member] | Settlement Agreements [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 3,200 | ||
Accrued interest | 600 | ||
Debt instrument, term | 48 months | ||
Date of first required payment | Jul. 1, 2018 | ||
Extinguishment of debt, amount | $ 1,900 | ||
New shares issued (in shares) | 1,814,754 | ||
Share Price | $ 1.04 |
LONG-TERM DEBT (Financed Insura
LONG-TERM DEBT (Financed Insurance Loan ) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2017 | |
Debt Instrument [Line Items] | |||
Total debt | $ 3,570,000 | $ 3,416,000 | |
Financed Insurance Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 400,000 | ||
Interest rate (as a percent) | 4.99% | ||
Debt instrument, maturity date | Mar. 31, 2018 | ||
Total debt | $ 74,000 | $ 183,000 |
OTHER CURRENT LIABILITIES (Narr
OTHER CURRENT LIABILITIES (Narrative) (Details) - USD ($) $ in Thousands | Mar. 12, 2018 | Mar. 31, 2018 | Feb. 12, 2018 | Dec. 31, 2017 |
Gain in warrant revaluation | $ 200 | |||
Gain (loss) on settlement of equity instrments | 141 | |||
Crede [Member] | ||||
Liability For Settlement Common Shares Issued | 1,814,754 | |||
Liability For Settlement Fair Value Of Common Shares Issued | $ 1,900 | |||
Loss Contingency, Damages Sought, Value | 2,200 | |||
Settlement liablity | 1,300 | $ 1,100 | ||
Warrants, fair value | $ 400 | |||
Liability For Settlement Of Common Stock Warrant Liability | $ 600 | |||
Gain (loss) on settlement of equity instrments | $ (400) | |||
Settled Litigation [Member] | Crede [Member] | ||||
Litigation Settlement, Amount Awarded to Other Party | $ 1,925 | |||
Liability For Settlement Payment Period | 16 months | |||
Damages paid | $ 200 | |||
Settlement payable | $ 400 | |||
Maturity date | May 1, 2019 | |||
2016 Warrant Liability | ||||
(Decrease) in warrant liability | $ (400) |
OTHER CURRENT LIABILITIES (Othe
OTHER CURRENT LIABILITIES (Other Current Liabilities) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
OTHER CURRENT LIABILITIES [Abstract] | ||
Obigation To Issue Common Shares | $ 1,897 | |
Liability For Settlement Of Equity Instrument | $ 1,350 | 1,085 |
Other Liabilities, Current, Total | $ 1,350 | $ 2,982 |
CONTINGENCIES (Narrative) (Deta
CONTINGENCIES (Narrative) (Details) - USD ($) | Mar. 21, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 |
Loss Contingencies [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | |||
Mount Sinai | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, damages sought | $ 700,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||
Secured Debt | $ 500,000 | $ 500,000 | ||
Debt Instrument, Periodic Payment | $ 9,472 | |||
Class of Warrant or Right, Outstanding | 24,900 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7.50 | |||
Class of Warrant or Right, Term | 5 years | |||
XIFIN, Inc. | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, damages sought | $ 270,000 | |||
Loss contingency accrual | 200,000 | 100,000 | ||
CPA Global | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency, damages sought | 200,000 | |||
Loss contingency accrual | 100,000 | 100,000 | ||
Bio-Rad Laboratories [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss contingency accrual | $ 100,000 | $ 100,000 | ||
Litigation settlement in favor of other party, amount | $ 39,000 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
INCOME TAXES [Abstract] | ||
Income tax expense | $ 0 | |
Income tax, interest and penalites | $ 0 | $ 0 |
STOCKHOLDERS' EQUITY (Common St
STOCKHOLDERS' EQUITY (Common Stock) (Details) - USD ($) | Feb. 09, 2018 | Jul. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | ||
Debt converted | $ 1,897,000 | |||
Proceeds from exercise of warrants | 225,000 | |||
Leviston Resources LLC [Member] | ||||
Class of Stock [Line Items] | ||||
Issuance costs | $ 6,000 | $ 136,000 | ||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Number of shares converted from debt instrument (in shares) | 300,000 | |||
Common Stock | Bridge Loan | ||||
Class of Stock [Line Items] | ||||
Number of shares converted from debt instrument (in shares) | 359,999 | |||
Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock issued on conversion of preferred shares | 3,120,000 | |||
Series C Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Common stock issued on conversion of preferred shares | 3,345,334 | |||
Number of shares converted (in shares) | 2,548 | |||
Stock Not Issued, Shares | 60,000 |
STOCKHOLDERS' EQUITY (Series A
STOCKHOLDERS' EQUITY (Series A and Series B Preferred Stock) (Details) - shares | Mar. 31, 2018 | Dec. 31, 2017 |
Equity [Abstract] | ||
Preferred stock, shares outstanding (in shares) | 47 | 4,935 |
STOCKHOLDERS' EQUITY (Preferred
STOCKHOLDERS' EQUITY (Preferred Stock) (Details) - shares | Mar. 31, 2018 | Dec. 31, 2017 |
STOCKHOLDERS' EQUITY [Abstract] | ||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
STOCKHOLDERS' EQUITY (Preferr42
STOCKHOLDERS' EQUITY (Preferred Stock Induced Conversions) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | ||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Other current liabilities canceled in exchange for common shares | $ 1,897 | |
Warrants exercised | 300,000 | |
Preferred stock, shares outstanding (in shares) | 47 | 4,935 |
Preferred stock, shares issued (in shares) | 47 | 4,935 |
Inducement Agreement 2018 [Member] | Warrants After Conversion Price Reduction [Member] | ||
Class of Stock [Line Items] | ||
Warrants, fair value | $ 100 | |
Preferred Stock | ||
Class of Stock [Line Items] | ||
Shares not converted | 47 | |
Preferred Stock | Inducement Agreement 2018 [Member] | ||
Class of Stock [Line Items] | ||
Conversion price (in dollars per share) | $ 0.75 | $ 1.04 |
Shares converted, value | $ 1,100 | |
Warrants, fair value | $ 1,200 | |
Common Stock | ||
Class of Stock [Line Items] | ||
Number of shares converted from debt instrument (in shares) | 300,000 |
STOCKHOLDERS' EQUITY (Series B
STOCKHOLDERS' EQUITY (Series B Preferred Stock) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Aug. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2017 | Oct. 31, 2017 | Aug. 25, 2017 | |
Class of Stock [Line Items] | ||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Exercise price (in dollars per share) | $ 0.75 | |||||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | ||||
Preferred stock, shares outstanding (in shares) | 47 | 4,935 | ||||
Preferred stock, shares issued (in shares) | 47 | 4,935 | ||||
Aegis | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||
Share price (in dollars per share) | $ 1,000 | |||||
Stock rights issued (in shares) | 280,000 | |||||
Warrant unit value (per unit) | $ 2,800 | |||||
Offering Warrants | ||||||
Class of Stock [Line Items] | ||||||
Stock rights issued (in shares) | 2,680,000 | |||||
Exercise price (in dollars per share) | $ 3 | $ 1.04 | $ 1.40 | |||
Preferred Class B | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||
Shares callable by warrant (in shares) | 400 | |||||
Conversion price (in dollars per share) | $ 2.50 | $ 1.40 | $ 2.50 | |||
Number of shares converted (in shares) | 2,340 | |||||
Common stock issued on conversion of preferred shares | 3,120,000 | |||||
Preferred stock, shares authorized (in shares) | 6,900 | 6,900 | ||||
Preferred stock, shares outstanding (in shares) | 47 | |||||
Preferred stock, shares issued (in shares) | 47 | |||||
Preferred stock, liquidation preference per share | $ 1,000 | |||||
Public Stock Offering | Preferred Class B | ||||||
Class of Stock [Line Items] | ||||||
Shares sold in offering (in shares) | 6,000 | |||||
Purchase Agreement 2018 [Member] | Preferred Class B | ||||||
Class of Stock [Line Items] | ||||||
Conversion price (in dollars per share) | $ 1.04 | $ 1.40 | ||||
Beneficial conversion feature | $ 1,400,000 | |||||
Inducement Agreement 2018 [Member] | Preferred Class B | ||||||
Class of Stock [Line Items] | ||||||
Conversion price (in dollars per share) | $ 0.75 | $ 1.04 | ||||
Beneficial conversion feature | $ 40,000,000 |
STOCKHOLDERS' EQUITY (Series C
STOCKHOLDERS' EQUITY (Series C Preferred Stock) (Details) - USD ($) | Nov. 02, 2017 | Aug. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 30, 2017 | Nov. 06, 2017 |
Class of Stock [Line Items] | ||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||
Exercise price (in dollars per share) | $ 0.75 | |||||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | ||||
Preferred stock, shares outstanding (in shares) | 47 | 4,935 | ||||
Preferred stock, shares issued (in shares) | 47 | 4,935 | ||||
Offering Warrants | ||||||
Class of Stock [Line Items] | ||||||
Stock rights issued (in shares) | 2,680,000 | |||||
Exercise price (in dollars per share) | $ 3 | $ 1.04 | $ 1.40 | |||
Series C Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||
Warrants outstanding (in shares) | 1,962,857 | |||||
Exercise price (in dollars per share) | $ 1.63 | |||||
Warrant unit value (per unit) | $ 1,000 | |||||
Number of shares converted (in shares) | 2,548 | |||||
Preferred stock, shares authorized (in shares) | 2,748 | 2,748 | ||||
Preferred stock, shares outstanding (in shares) | 0 | |||||
Preferred stock, shares issued (in shares) | 0 | |||||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | |||||
Common stock issued on conversion of preferred shares | 3,345,334 | |||||
Placement Agreement [Member] | Series C Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares sold in offering (in shares) | 2,748 | |||||
Purchase Agreement 2018 [Member] | Series C Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion price (in dollars per share) | $ 1.04 | |||||
Beneficial conversion feature | $ 800,000 |
STOCKHOLDERS' EQUITY (Common 45
STOCKHOLDERS' EQUITY (Common Stock Warrants) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
STOCKHOLDERS' EQUITY [Abstract] | ||
Warrants expired in period | 23,055 | |
Preferred stock issued, value |
STOCKHOLDERS' EQUITY (Offering
STOCKHOLDERS' EQUITY (Offering Warrants) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Aug. 31, 2017 | Mar. 31, 2018 | Nov. 30, 2017 | |
Class of Stock [Line Items] | |||
Exercise price (in dollars per share) | $ 0.75 | ||
Warrants exercised | 300,000 | ||
Offering Warrants | |||
Class of Stock [Line Items] | |||
Stock rights issued (in shares) | 2,680,000 | ||
Exercise price (in dollars per share) | $ 3 | $ 1.04 | $ 1.40 |
Deemed dividend | $ 62 |
STOCKHOLDERS' EQUITY (Note Conv
STOCKHOLDERS' EQUITY (Note Conversion Warrants) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jul. 31, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2017 | |
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 0.75 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Conversion of debt into stock (in shares) | 300,000 | |||
Bridge Loan | Inducement Agreement 2018 [Member] | ||||
Class of Stock [Line Items] | ||||
Deemed dividend | $ 5,000 | |||
Bridge Loan | Purchase Agreement 2018 [Member] | ||||
Class of Stock [Line Items] | ||||
Deemed dividend | $ 8,000 | |||
Bridge Loan | Common Stock | ||||
Class of Stock [Line Items] | ||||
Conversion of debt into stock (in shares) | 359,999 | |||
Exercise price (in dollars per share) | $ 1.40 | $ 3 | ||
Bridge Loan | Common Stock | Inducement Agreement 2018 [Member] | ||||
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 0.75 | |||
Bridge Loan | Common Stock | Purchase Agreement 2018 [Member] | ||||
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 1.04 |
STOCKHOLDERS' EQUITY (Convertib
STOCKHOLDERS' EQUITY (Convertible Promissory Note Warrants) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Aug. 31, 2017 | |
Class of Stock [Line Items] | |||
Exercise price (in dollars per share) | $ 0.75 | ||
Convertible Promissory Note Warrants [Member] | |||
Class of Stock [Line Items] | |||
Exercise price (in dollars per share) | $ 1.40 | $ 3 | |
Inducement Agreement 2018 [Member] | Convertible Promissory Note Warrants [Member] | |||
Class of Stock [Line Items] | |||
Exercise price (in dollars per share) | $ 0.75 | ||
Deemed dividend | $ 1,000 | ||
Purchase Agreement 2018 [Member] | Convertible Promissory Note Warrants [Member] | |||
Class of Stock [Line Items] | |||
Exercise price (in dollars per share) | $ 1.04 | ||
Deemed dividend | $ 1,000 |
STOCKHOLDERS' EQUITY (Series 49
STOCKHOLDERS' EQUITY (Series C Warrants) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Nov. 30, 2017 | |
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 5,923,789 | |
Exercise price (in dollars per share) | $ 0.75 | |
Series C Warrants [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 1,962,857 | |
Exercise price (in dollars per share) | $ 1.63 | |
Purchase Agreement 2018 [Member] | Series C Warrants [Member] | ||
Class of Stock [Line Items] | ||
Exercise price (in dollars per share) | $ 1.04 | |
Deemed dividend | $ 58,000 |
STOCKHOLDERS' EQUITY (Creditor
STOCKHOLDERS' EQUITY (Creditor Warrants) (Details) - $ / shares | Mar. 31, 2018 | Feb. 28, 2018 |
Class of warrant, number of securities called by warrants | 5,923,789 | |
Warrants, exercise price per share | $ 0.75 | |
Creditor Warrants Relating to Secured Debt [Member] | ||
Class of warrant, number of securities called by warrants | 108,112 | |
Warrants, exercise price per share | $ 7.50 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Warrants) (Details) | Mar. 31, 2018$ / sharesshares |
Class of Stock [Line Items] | |
Underlying shares (in shares) | shares | 5,923,789 |
Exercise price (in dollars per share) | $ / shares | $ 0.75 |
Warrants Assumed in Merger, Expiring April 2020 [Member] | |
Class of Stock [Line Items] | |
Underlying shares (in shares) | shares | 12,487 |
Exercise price (in dollars per share) | $ / shares | $ 120 |
Warrants Assumed in Merger, Expiring February 2020[Member] | |
Class of Stock [Line Items] | |
Underlying shares (in shares) | shares | 23,826 |
Exercise price (in dollars per share) | $ / shares | $ 67.20 |
Warrants Assumed in Merger, Expiring December 2020 [Member] | |
Class of Stock [Line Items] | |
Underlying shares (in shares) | shares | 4,081 |
Exercise price (in dollars per share) | $ / shares | $ 49.80 |
Warrants Assumed in Merger, Expiring January 2021, Group B [Member] | |
Class of Stock [Line Items] | |
Underlying shares (in shares) | shares | 8,952 |
Exercise price (in dollars per share) | $ / shares | $ 36.30 |
Warrants Not Assumed in Merger, Expiring June 2022, Group A [Member] | |
Class of Stock [Line Items] | |
Underlying shares (in shares) | shares | 45,600 |
Exercise price (in dollars per share) | $ / shares | $ 2.75 |
Warrants Not Assumed in Merger, Expiring June 2022, Group B [Member] | |
Class of Stock [Line Items] | |
Underlying shares (in shares) | shares | 91,429 |
Exercise price (in dollars per share) | $ / shares | $ 7 |
Warrants Not Assumed in Merger, Expiring August 2022, Group A [Member] | |
Class of Stock [Line Items] | |
Underlying shares (in shares) | shares | 2,380,000 |
Exercise price (in dollars per share) | $ / shares | $ 0.75 |
Warrants Not Assumed in Merger, Expiring August 2022, Group B [Member] | |
Class of Stock [Line Items] | |
Underlying shares (in shares) | shares | 60,000 |
Exercise price (in dollars per share) | $ / shares | $ 3.125 |
Warrants Not Assumed in Merger, Expiring August 2022, Group C [Member] | |
Class of Stock [Line Items] | |
Underlying shares (in shares) | shares | 856,446 |
Exercise price (in dollars per share) | $ / shares | $ 10 |
Warrants Not Assumed in Merger, Expiring August 2022, Group D [Member] | |
Class of Stock [Line Items] | |
Underlying shares (in shares) | shares | 359,999 |
Exercise price (in dollars per share) | $ / shares | $ 0.75 |
Warrants Not Assumed in Merger, Expiring October 2022 Group A [Member] | |
Class of Stock [Line Items] | |
Underlying shares (in shares) | shares | 10,000 |
Exercise price (in dollars per share) | $ / shares | $ 0.75 |
Warrants Not Assumed in Merger, Expiring May 2023 [Member] | |
Class of Stock [Line Items] | |
Underlying shares (in shares) | shares | 1,962,857 |
Exercise price (in dollars per share) | $ / shares | $ 0.75 |
Warrants Not Assumed in Merger, Expiring October 2022 Group B [Member] | |
Class of Stock [Line Items] | |
Underlying shares (in shares) | shares | 108,112 |
Exercise price (in dollars per share) | $ / shares | $ 7.50 |
FAIR VALUE (Narratives) (Detail
FAIR VALUE (Narratives) (Details) - 2016 Warrant Liability $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($)shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants outstanding (in shares) | shares | 5,368 |
(Decrease) in warrant liability | $ | $ (400) |
Warrants canceled in settlement agreement | shares | 20,216 |
Debt settlment | $ | $ 456 |
Expected term | 2 years 9 months |
Volatility (as a percent) | 167.00% |
Risk-free interest rate (as a percent) | 2.39% |
FAIR VALUE (Schedule of Changes
FAIR VALUE (Schedule of Changes in Fair Value of Liability) (Details) - 2016 Warrant Liability $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 841 |
Total (gains) or losses: | |
Recognized in earnings | (261) |
Deductions - warrant liability settlement | (456) |
Balance at end of period | $ 124 |
EQUITY INCENTIVE PLAN (Narrativ
EQUITY INCENTIVE PLAN (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation | $ 100,000 | $ 0 | |
Number of additional shares authorized | 5,389,500 | ||
Number of shares authorized | 6,056,166 | ||
Number of additional annual shares authorized | 500,000 | ||
Maximum number of shares per employee | 1,000,000 | ||
Award plan, percentage of outstanding stock maximum | 5.00% | ||
Unrecognized compensation expense related to unvested stock awards | $ 2,400,000 | ||
Unvested stock options, unrecognized compensation expense weighted average recognition period | 3 years 7 months 6 days | ||
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options, expected to vest, outstanding (in shares) | 2,650,694 | ||
Stock options, expected to vest, outstanding, aggregate intrinsic value | $ 0 | ||
Stock options, expected to vest remaining contractual term | 9 years 9 months 18 days | ||
Weighted average grant date fair value (in dollars per share) | $ 0.65 | ||
Risk free interest rate, minimum | 2.63% | ||
Volatility rate | 135.00% | ||
Term | 6 years | ||
Equity Incentive Plan 2017 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Plan expiration date | Jun. 5, 2027 | ||
Equity Incentive Plan 2017 [Member] | Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for issuance | 666,666 | ||
Minimum | Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options, unvested options, vesting period | 1 year | ||
Maximum | Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options, unvested options, vesting period | 4 years |
EQUITY INCENTIVE PLAN (Summary
EQUITY INCENTIVE PLAN (Summary of Stock Option Activity) (Details) - Employee Stock Option | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Number of Options | |
Outstanding at beginning of period (in shares) | shares | 236,484 |
Granted (in shares) | shares | 3,286,528 |
Forfeited (in shares) | shares | (2,953) |
Outstanding at end of period (in shares) | shares | 3,520,059 |
Exercisable at end of period (in shares) | shares | 42,249 |
Weighted-Average Exercise Price | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 7.12 |
Granted (in dollars per share) | $ / shares | 0.71 |
Forfeited (in dollars per share) | $ / shares | 110.23 |
Outstanding at end of period (in dollars per share) | $ / shares | 1.06 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 22.75 |
NET SALES SERVICE REVENUE AND56
NET SALES SERVICE REVENUE AND ACCOUNTS RECEIVABLE (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Net Sales Service Revenue and Accounts Receivable [Abstract] | ||
Deferred revenue | $ 189 | $ 66 |
NET SALES SERVICE REVENUE AND57
NET SALES SERVICE REVENUE AND ACCOUNTS RECEIVABLE (Schedule of Net Revenues) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | $ 791 | $ 303 |
Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | 303 | 303 |
Biomarker Testing and Clinical Project Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | 488 | |
Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | 12 | 12 |
Medicaid [Member] | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | 12 | 12 |
Medicaid [Member] | Biomarker Testing and Clinical Project Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | ||
Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | 134 | 158 |
Medicare [Member] | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | 134 | 158 |
Medicare [Member] | Biomarker Testing and Clinical Project Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | ||
Self-Pay [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | 26 | 20 |
Self-Pay [Member] | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | 26 | 20 |
Self-Pay [Member] | Biomarker Testing and Clinical Project Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | ||
Third-Party Payor [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | 131 | 113 |
Third-Party Payor [Member] | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | 131 | 113 |
Third-Party Payor [Member] | Biomarker Testing and Clinical Project Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | ||
Contract Diagnostic Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | 488 | |
Contract Diagnostic Services [Member] | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | ||
Contract Diagnostic Services [Member] | Biomarker Testing and Clinical Project Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues, net of contractual allowances and adjustments | $ 488 |
NET SALES SERVICE REVENUE AND58
NET SALES SERVICE REVENUE AND ACCOUNTS RECEIVABLE (Schedule of Gross to Net Sales Adjustments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Gross revenue | $ 983 | $ 505 |
Other, gross | 5 | |
Gross revenue including other | 988 | 505 |
Contractual allowance | (192) | (202) |
Service revenue, net | 791 | 303 |
Other, net | 5 | |
Revenue, net of contractual allowances and adjustments | 796 | 303 |
Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 15 | 24 |
Contractual allowance | (3) | (12) |
Service revenue, net | 12 | 12 |
Revenue, net of contractual allowances and adjustments | 12 | 12 |
Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 137 | 166 |
Contractual allowance | (3) | (8) |
Service revenue, net | 134 | 158 |
Revenue, net of contractual allowances and adjustments | 134 | 158 |
Self-Pay [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 26 | 20 |
Service revenue, net | 26 | 20 |
Revenue, net of contractual allowances and adjustments | 26 | 20 |
Third-Party Payor [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 317 | 295 |
Contractual allowance | (186) | (182) |
Service revenue, net | 131 | 113 |
Revenue, net of contractual allowances and adjustments | 131 | 113 |
Contract Diagnostic Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 488 | |
Service revenue, net | 488 | |
Revenue, net of contractual allowances and adjustments | 488 | |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | $ 5 |
NET SALES SERVICE REVENUE AND59
NET SALES SERVICE REVENUE AND ACCOUNTS RECEIVABLE (Schedule of Sales, Net of Collection Allowance) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | $ 796 | $ 303 |
Allowances for dubtful accounts | (84) | (55) |
Total | 712 | 248 |
Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 12 | 12 |
Allowances for dubtful accounts | (11) | (2) |
Total | 1 | 10 |
Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 134 | 158 |
Allowances for dubtful accounts | (20) | (30) |
Total | 114 | 128 |
Self-Pay [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 26 | 20 |
Allowances for dubtful accounts | (4) | |
Total | 26 | 16 |
Third-Party Payor [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 131 | 113 |
Allowances for dubtful accounts | (53) | (19) |
Total | 78 | 94 |
Contract Diagnostic Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 488 | |
Total | 488 | |
Services Revenue, Net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 791 | 303 |
Allowances for dubtful accounts | (84) | (55) |
Total | 707 | $ 248 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 5 | |
Total | $ 5 |
NET SALES SERVICE REVENUE AND60
NET SALES SERVICE REVENUE AND ACCOUNTS RECEIVABLE (Schedule of Receivables) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accounts receivable, gross | $ 1,760 | $ 1,857 |
Less allowance for doubtful accounts | (1,208) | (1,127) |
Accounts receivable, net | 552 | 730 |
Medicaid [Member] | ||
Accounts receivable, gross | 33 | 37 |
Medicare [Member] | ||
Accounts receivable, gross | 611 | 256 |
Self-Pay [Member] | ||
Accounts receivable, gross | 102 | 53 |
Third-Party Payor [Member] | ||
Accounts receivable, gross | 768 | 1,066 |
Contract Diagnostic Services [Member] | ||
Accounts receivable, gross | $ 246 | $ 445 |
NET SALES SERVICE REVENUE AND61
NET SALES SERVICE REVENUE AND ACCOUNTS RECEIVABLE (Schedule of Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Allowance for doubtful accounts, Beginning balance | $ (1,127) | |
Allowances for dubtful accounts | (84) | $ (55) |
Bad debt expense | 3 | |
Total charges | (81) | |
Allowance for doubtful accounts, Ending balance | (1,208) | |
Medicaid [Member] | ||
Allowances for dubtful accounts | (11) | (2) |
Medicare [Member] | ||
Allowances for dubtful accounts | (20) | (30) |
Self-Pay [Member] | ||
Allowances for dubtful accounts | (4) | |
Third-Party Payor [Member] | ||
Allowances for dubtful accounts | $ (53) | $ (19) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Apr. 20, 2018USD ($) | Mar. 21, 2018USD ($)$ / sharesshares | Feb. 09, 2018USD ($)$ / sharesshares | Jan. 31, 2018shares | Mar. 31, 2018USD ($)$ / shares | Mar. 31, 2017USD ($) | Dec. 31, 2017$ / shares |
Subsequent Event [Line Items] | |||||||
Proceeds from long-term debt | $ 300,000 | $ 265,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | shares | 6,056,166 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | shares | 5,389,500 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Annual Shares Authorized | shares | 500,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | shares | 1,000,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 5.00% | ||||||
Exercise price (in dollars per share) | $ / shares | $ 0.75 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Convertible Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Exercise price (in dollars per share) | $ / shares | $ 0.75 | ||||||
Warrants Issued During Period, Maximum Allowed Percentage of Common Stock | 4.99% | ||||||
Leviston Resources LLC [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Equity Purchase Agreement | $ 8,000,000 | ||||||
Equity Purchase Agreement, Commitment Fee Percentage | 5.25% | ||||||
Equity Purchase Agreement, Commitment Fee Installment Percentage | 1.75% | ||||||
Equity Purchase Agreement, Fee | $ 35,000 | ||||||
Equity Purchase Agreement, Fee, Contingent Discount | 15,000 | ||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 721,153 | ||||||
Share price (in dollars per share) | $ / shares | $ 1.04 | ||||||
Proceeds from Issuance of Private Placement | $ 744,000 | ||||||
Stock Issued During Period, Shares, Issued for Services | shares | 170,711 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 140,000 | ||||||
Company stock percentage of market rate | 97.25% | ||||||
Potential liquidation damage amount to each occurrence of default related to the purchase agreement | $ 100,000 | ||||||
Common stock purchase fee | 0.75% | ||||||
Preferred Stock Induced Conversions, Second Investor [Member] | Convertible Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 500,000 | ||||||
Preferred Stock Induced Conversions, First Investor [Member] | Convertible Preferred Stock | |||||||
Subsequent Event [Line Items] | |||||||
Class of Warrant or Right, Warrants or Rights Excercised | shares | 666,666 | ||||||
Senior Secured Convertible Promissory Notes [Member] | Securities Purchase Agreement [Member] | Subsequent Events | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, face amount | $ 3,296,703.30 | ||||||
Interest rate (as a percent) | 8.00% | ||||||
Common stock warrant coverage | 1 | ||||||
Debt instrument, term | 1 year | ||||||
Maximum proceeds raised before note payable becomes due | $ 7,000,000 | ||||||
Senior Secured Convertible Promissory Notes [Member] | Securities Purchase Agreement [Member] | Subsequent Events | Debt Instrument, Redemption, Period Within 180 Days [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument, face amount | 1,809,400 | ||||||
Proceeds from long-term debt | $ 1,660,000 |