DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 3 Months Ended | |
Mar. 31, 2019 | May 14, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Precipio, Inc. | |
Entity Central Index Key | 0001043961 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 5,919,681 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | |
CURRENT ASSETS: | |||
Cash | $ 302,000 | $ 381,000 | |
Accounts receivable, net | 801,000 | 690,000 | |
Inventories | 149,000 | 197,000 | |
Other current assets | 181,000 | 525,000 | |
Total current assets | 1,433,000 | 1,793,000 | |
PROPERTY AND EQUIPMENT, NET | 464,000 | 496,000 | |
OTHER ASSETS: | |||
Operating lease right-of-use assets | 689,000 | ||
Intangibles, net | 19,028,000 | 19,291,000 | |
Other assets | 25,000 | 25,000 | |
Total assets | 21,639,000 | 21,605,000 | |
CURRENT LIABILITIES: | |||
Current maturities of long-term debt, less debt issuance costs | 161,000 | 263,000 | |
Current maturities of convertible notes, less debt discounts and debt issuance costs | 3,129,000 | 4,377,000 | |
Current maturities of finance lease liabilities | 58,000 | 57,000 | |
Current maturities of operating lease liabilities | 221,000 | ||
Accounts payable | 4,696,000 | 5,169,000 | |
Accrued expenses | 1,651,000 | 1,940,000 | |
Deferred revenue | 35,000 | 49,000 | |
Other current liabilities | 1,910,000 | ||
Total current liabilities | 9,951,000 | 13,765,000 | |
LONG TERM LIABILITIES: | |||
Long-term debt, less current maturities and debt issuance costs | 238,000 | 253,000 | |
Finance lease liabilities, less current maturities | 140,000 | 155,000 | |
Operating lease liabilities, less current maturities | 470,000 | ||
Common stock warrant liabilities | 892,000 | 1,132,000 | |
Derivative liabilities | 62,000 | ||
Deferred tax liability | 70,000 | 70,000 | |
Other long-term liabilities | 45,000 | 45,000 | |
Total liabilities | 11,806,000 | 15,482,000 | |
COMMITMENTS AND CONTINGENCIES (Note 6) | |||
STOCKHOLDERS? EQUITY: | |||
Preferred stock - $0.01 par value, 15,000,000 shares authorized at March 31, 2019 and December 31, 2018, 47 shares issued and outstanding at March 31, 2019 and December 31, 2018, liquidation preference at par value at March 31, 2019 and December 31, 2018 | |||
Common stock, $0.01 par value, 150,000,000 shares authorized at March 31, 2019 and December 31, 2018, 4,304,929 and 2,298,738 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | [1] | 43,000 | 23,000 |
Additional paid-in capital | [1] | 59,138,000 | 53,796,000 |
Accumulated deficit | (49,348,000) | (47,696,000) | |
Total stockholders' equity | 9,833,000 | 6,123,000 | |
Liabilities and stockholders' equity | $ 21,639,000 | $ 21,605,000 | |
[1] | The common stock shares and additional paid-in capital for all periods presented reflect the one-for fifteen reverse stock split which took effect on April 26, 2019. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 47 |
Preferred stock, shares outstanding (in shares) | 47 | 47 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 4,304,929 | 2,298,738 |
Common stock, shares outstanding (in shares) | 4,304,929 | 2,298,738 |
Maximum | ||
Preferred stock, liquidation preference | $ 312,019 | $ 312,019 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Revenue, net of contractual allowances and adjustments | $ 917 | $ 796 | |
less allowance for doubtful accounts | (204) | (84) | |
Net sales | 713 | 712 | |
Total cost of sales | 675 | 688 | |
Gross profit | 38 | 24 | |
OPERATING EXPENSES: | |||
Operating expenses | 2,097 | 2,178 | |
Impairment of goodwill | 294 | ||
TOTAL OPERATING EXPENSES | 2,097 | 2,472 | |
OPERATING LOSS | (2,059) | (2,448) | |
OTHER INCOME (EXPENSE): | |||
Interest expense, net | (23) | (8) | |
Warrant revaluation and modification | 240 | 261 | |
Derivative revaluation | 23 | ||
Gain on settlement of liability, net | 167 | 141 | |
Loss on settlement of equity instruments | (385) | ||
Other Income (Expense) | 407 | 9 | |
LOSS BEFORE INCOME TAXES | (1,652) | (2,439) | |
NET LOSS | (1,652) | (2,439) | |
Deemed dividends related to beneficial conversion feature of preferred stock and fair value of consideration issued to induce conversion of preferred stock | (3,514) | ||
TOTAL DIVIDENDS | (3,514) | ||
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS | $ (1,652) | $ (5,953) | |
BASIC AND DILUTED LOSS PER COMMON SHARE (IN DOLLARS PER SHARE) | [1] | $ (0.48) | $ (7.10) |
BASIC AND DILUTED WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING (IN SHARES) | [1] | 3,441,893 | 838,402 |
Service revenue, net [Member] | |||
Revenue, net of contractual allowances and adjustments | $ 910 | $ 791 | |
Total cost of sales | 675 | 688 | |
Other [Member] | |||
Revenue, net of contractual allowances and adjustments | $ 7 | $ 5 | |
[1] | Net loss per share and the number of shares used in the per share calculations for all periods presented reflect the one-for fifteen reverse stock split which took effect on April 26, 2019. |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total | ||
Balance at beginning of period at Dec. 31, 2017 | $ 7 | [1] | $ 44,560 | $ (31,542) | $ 13,025 | ||
Balance at beginning of period (in shares) at Dec. 31, 2017 | 4,935 | 679,774 | [1] | ||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (2,439) | (2,439) | |||||
Conversion of preferred stock into common stock | $ 4 | [1] | (4) | ||||
Conversion of preferred stock into common stock (in shares) | (4,888) | 431,022 | [1] | ||||
Issuance of common stock in connection with purchase agreements | $ 1 | [1] | 617 | 618 | |||
Issuance of common stock in connection with purchase agreements (in shares) | [1] | 59,457 | |||||
Issuance of common stock in exchange for cancelation of other current liabilities | $ 1 | [1] | 1,896 | 1,897 | |||
Issuance of common stock in exchange for cancelation of other current liabilities (in shares) | [1] | 120,983 | |||||
Issuance of common stock upon exercise of warrants | 225 | 225 | |||||
Issuance of common stock upon exercise of warrants (in shares) | [1] | 20,000 | |||||
Stock-based compensation | 82 | 82 | |||||
Balance at end of period at Mar. 31, 2018 | $ 13 | [1] | 47,376 | (33,981) | 13,408 | ||
Balance at end of period (in shares) at Mar. 31, 2018 | 47 | 1,311,236 | [1] | ||||
Balance at beginning of period at Dec. 31, 2017 | $ 7 | [1] | 44,560 | (31,542) | 13,025 | ||
Balance at beginning of period (in shares) at Dec. 31, 2017 | 4,935 | 679,774 | [1] | ||||
Increase (Decrease) in Stockholders' Equity | |||||||
Conversion of convertible notes into common stock (in shares) | 20,000 | ||||||
Balance at end of period at Dec. 31, 2018 | $ 23 | [1] | 53,796 | (47,696) | 6,123 | ||
Balance at end of period (in shares) at Dec. 31, 2018 | 47 | 2,298,738 | [1] | ||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (1,652) | (1,652) | |||||
Conversion of convertible notes into common stock | $ 12 | [1] | 3,114 | 3,126 | |||
Conversion of convertible notes into common stock (in shares) | [1] | 1,248,115 | |||||
Issuance of common stock in connection with purchase agreements | $ 8 | [1] | 1,718 | 1,726 | |||
Issuance of common stock in connection with purchase agreements (in shares) | [1] | 758,076 | |||||
Write-off debt premiums (net of debt discounts) in conjunction with convertible note conversions | 315 | 315 | |||||
Write-off debt derivative liability in conjunction with convertible note conversions | 39 | 39 | |||||
Stock-based compensation | 156 | 156 | |||||
Balance at end of period at Mar. 31, 2019 | $ 43 | [1] | $ 59,138 | $ (49,348) | $ 9,833 | ||
Balance at end of period (in shares) at Mar. 31, 2019 | 47 | 4,304,929 | [1] | ||||
[1] | The common stock shares and additional paid-in capital for all periods presented reflect the one-for fifteen reverse stock split which took effect on April 26, 2019. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,652,000) | $ (2,439,000) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 277,000 | 352,000 |
Amortization of operating lease right-of-use asset | 61,000 | |
Amortization of finance lease right-of-use asset | 15,000 | |
(Accretion) amortization of deferred financing costs, debt discounts and debt premiums | (100,000) | 1,000 |
Gain on settlement of liability, net | (167,000) | (141,000) |
Loss on settlement of equity instrument | 385,000 | |
Stock-based compensation | 156,000 | 82,000 |
Impairment of goodwill | 294,000 | |
Provision for losses on doubtful accounts | 204,000 | 84,000 |
Warrant revaluation and modification | (240,000) | (261,000) |
Derivative revaluation | (23,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (315,000) | 94,000 |
Inventories, net | 48,000 | 2,000 |
Other assets | 86,000 | 218,000 |
Accounts payable | (425,000) | (44,000) |
Operating lease liabilities | (58,000) | |
Accrued expenses and other liabilities | 254,000 | 228,000 |
Net cash used in operating activities | (1,879,000) | (1,145,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (3,000) | (5,000) |
Net cash used in investing activities | (3,000) | (5,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on finance lease obligations | (14,000) | (12,000) |
Issuance of common stock, net of issuance costs | 1,726,000 | 618,000 |
Proceeds from exercise of warrants | 225,000 | |
Proceeds from long-term debt | 300,000 | |
Proceeds from convertible notes | 250,000 | |
Principal payments on convertible notes | (50,000) | |
Principal payments on long-term debt | (109,000) | (116,000) |
Net cash flows provided by financing activities | 1,803,000 | 1,015,000 |
NET CHANGE IN CASH | (79,000) | (135,000) |
CASH AT BEGINNING OF PERIOD | 381,000 | 421,000 |
CASH AT END OF PERIOD | 302,000 | 286,000 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid during the period for interest | 8,000 | 6,000 |
SUPPLEMENTAL DISCLOSURE OF CONSULTING SERVICES OR ANY OTHER NON-CASH COMMON STOCK RELATED ACTIVITY | ||
Purchases of equipment financed through accounts payable | 7,000 | |
Deferred debt issuance cost financed through accounts payable | 31,000 | |
Other current liabilities canceled in exchange for common shares | 1,897,000 | |
Liabilities exchanged for convertible notes | 2,150,000 | |
Warrant liability canceled due to settlement of equity instruments | $ 456,000 | |
Right-of-use assets obtained in exchange for lease obligations | 750,000 | |
Amounts included in measurement of lease liabilities | 72,000 | |
Write-off of debt discounts (net of debt premiums) in conjunction with convertible note conversions | 315,000 | |
Write-off of derivative liability in conjunction with convertible note conversions | 39,000 | |
Convertible Debt [Member] | ||
SUPPLEMENTAL DISCLOSURE OF CONSULTING SERVICES OR ANY OTHER NON-CASH COMMON STOCK RELATED ACTIVITY | ||
Conversion of convertible debt plus interest into common stock | $ 3,126,000 |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 3 Months Ended |
Mar. 31, 2019 | |
BUSINESS DESCRIPTION [Abstract] | |
BUSINESS DESCRIPTION | PRECIPIO, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended March 31, 2019 and 2018 1. BUSINESS DESCRIPTION Business Description. Precipio, Inc., and its subsidiary, (āweā, āusā, āourā, the āCompanyā or āPrecipioā) 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 (āICPā), the patented technology which was exclusively licensed by us from Dana-Farber Cancer Institute, Inc. (āDana-Farberā) at Harvard University (āHarvardā). 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 2018, the platform facilitates the following relationships: Ā· 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. Ā· 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 physicianās relevant specialty. Physicians will also have access to new diagnostic solutions to help improve diagnostic accuracy. Ā· 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. Going Concern. The condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (āGAAPā) 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 several years. As of March 31, 2019, the Company had a net loss of $1.7 million, negative working capital of $8.5 million and net cash used in operating activities of $1.9 million. The Companyās ability to continue as a going concern over the next twelve months from the date of issuance of these condensed consolidated financial statements in the Quarterly Report on Form 10āQ 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: Ā· The Company has entered into a purchase agreement with Lincoln Park (the āLP Purchase Agreementā or āEquity Lineā), pursuant to which Lincoln Park has agreed to purchase from the Company up to an aggregate of $10.0 million of common stock of the Company (subject to certain limitations) from time to time over the term of the LP Purchase Agreement. The extent we rely on Lincoln Park as a source of funding will depend on a number of factors including, the prevailing market price of our common stock and the extent to which we are able to secure working capital from other sources. As of April 30, 2019, we have already received approximately $1.4 million from the sale of 328,590 shares of common stock to Lincoln Park during 2018, $1.7 million from the sale of 758,076 shares of common stock to Lincoln Park during the three months ended March 31, 2019 and $0.7 million from the sale of 240,000 shares of common stock to Lincoln Park during April 2019. Ā· On April 16, 2019, the Company entered into a second amendment and restatement agreement amending and restating the terms of the 2018 Note Agreement (as first amended pursuant to the Amendment and Restatement dated November 29, 2018) (the "Amendment No.2 Agreement"). Amendment No. 2 Agreement provided for the issuance of up to approximately $989,011 of additional notes together with applicable warrants (the āApril 2019 Additional Notes and Warrantsā) on substantially the same terms and conditions as the notes and warrants that were issued in connection with the original amendment and restatement. T he closing of the April 2019 Additional Notes provided the Company with approximately $900,000 of gross proceeds for the issuance of notes with an aggregate principal of approximately $989,011. Ā· On May 14 2019, the Company entered into a securities purchase agreement (the āMay 2019 Note Agreementā) with certain investors, pursuant to which the Company would issue up to approximately $1,098,901 in Senior Secured Convertible Promissory Notes along with warrants (the āMay 2019 Transactionā). The closing of the May 2019 Transaction provided the Company with proceeds of $1,000,000 for the issuance of notes with an aggregate principal of $1,098,901. Notwithstanding the aforementioned circumstances, there remains substantial doubt about the Companyās ability to continue as a going concern over the next twelve months from the issuance of these condensed consolidated financial statements in the Quarterly Report on Form 10āQ. 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 10āQ. The accompanying condensed consolidated 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 Compliance On March 26, 2019, we were notified by the Listing Qualifications Staff of The Nasdaq Stock Market LLC that we did not meet the minimum closing bid price requirement of $1 for continued listing, as set forth in Nasdaq Listing Rule 5550(a)(2) (the āBid Price Requirementā). On April 25, 2019 we filed a Certificate of Amendment to our Third Amended and Restated Certificate of Incorporation (the āCertificate of Amendmentā) with the Secretary of State of Delaware, pursuant to which we effected a 1-for-15 reverse stock split (the āReverse Stock Splitā) of our issued and outstanding common stock. The Reverse Stock Split became effective as of 5:00 p.m. (Eastern Time) on April 26, 201 9, and our common stock began trading on a split-adjusted basis on the Nasdaq Capital Market at the market open on April 29, 2019 . On May 15, 2019, we received notification from Nasdaq that the Companyās stock price was in compliance with the Bid Price Requirement, and that the matter is now closed. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2019 | |
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. As required under GAAP, pursuant to the Reverse Stock Split , unless otherwise indicated, the Company has adjusted all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying condensed consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2018 was derived from our audited balance sheet as of that date. There has been no change in the balance sheet from December 31, 2018, except for the retroactive adjustment to reflect the Reverse Stock Split. The accompanying condensed consolidated financial statements as of and for the three months ended March 31, 2019 and 2018 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, 2018 contained in our Annual Report Form 10āK, filed with the Securities and Exchange Commission (the āSECā) on April 16, 2019. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2019. Recently Adopted Accounting Pronouncements. In February 2016, the FASB issued ASU No. 2016ā02, Leases-Topic 842 . 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 was adopted effective January 1, 2019, using a modified retrospective transition, and thus did not adjust comparative periods. The new standard provides a number of optional practical expedients in transition. The Company has elected the āpackage of practical expedientsā, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight practical expedient. As a result of the adoption of Topic 842 the Company has recognized approximately $0.7 million of lease liabilities and corresponding right-of-use (āROUā) assets in its condensed consolidated balance sheet on the date of initial application. See Note 7 ā Leases for additional information. In June 2018, the FASB issued ASU 2018-07 ā CompensationāStock Compensation (Topic 718) ā, which expands the scope of Topic 718 to include share based payment transactions for acquiring goods and services from non-employees. The Company adopted this guidance on January 1, 2019. The adoption of this guidance was not material to our condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018-13 ā Fair Value Measurement (Topic 820) ā, which modifies certain disclosure requirements in Topic 820, such as the removal of the need to disclose the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, and several changes related to Level 3 fair value measurements. This ASU is effective for reporting periods beginning after December 15, 2019. We are currently assessing the potential impact that the adoption of this ASU will have on our condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15 ā IntangiblesāGoodwill and OtherāInternal Use Software (Subtopic 350-40) ā, which aligns the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software. This ASU is effective for reporting periods beginning after December 15, 2019. We are currently assessing the potential impact that the adoption of this ASU will have on our condensed consolidated financial statements. 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 3,100,043 and 633,766 shares of our common stock have been excluded from the computation of diluted loss per share at March 31, 2019 and 2018, 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, 2019 2018 Stock options 498,262 234,670 Warrants 917,563 394,919 Preferred stock 20,888 4,177 Convertible notes 1,663,330 ā Total 3,100,043 633,766 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2019 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | 3. LONG-TERM DEBT Long-term debt consists of the following: Dollars in Thousands March 31, 2019 December 31, 2018 Department of Economic and Community Development (DECD) $ 267 $ 274 DECD debt issuance costs (27) (28) Financed insurance loan 102 204 September 2018 Settlement 57 66 Total long-term debt 399 516 Current portion of long-term debt (161) (263) Long-term debt, net of current maturities $ 238 $ 253 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 (āDECDā) by which the Company received a grant of $100,000 and a loan of $300,000 secured by substantially all of the Companyās assets (the āDECD 2018 Loanā.) The DECD 2018 Loan is a ten-year loan due on December 31, 2027 and includes interest paid monthly at 3.25%. 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, 2019 and 2018, respectively. Net debt issuance costs were $27,000 and $28,000 at March 31, 2019 and December 31, 2018, respectively and are presented as a reduction of the related debt in the accompanying condensed consolidated balance sheets. Amortization for each of the next five years is expected to be approximately $3,000. Financed Insurance Loan. The Company finances certain of its insurance premiums (the āFinanced Insurance Loansā). In July 2017 the Company financed $0.4 million with a 4.99 % interest rate and fully paid off such loan as of May 2018. In July 2018, the Company financed $0.4 million with a 4.89% interest rate and will make monthly payments through June 2019. As of March 31, 2019 and December 31, 2018, the Financed Insurance Loans outstanding balance of $0.1 million and $0.2 million, respectively, was included in current maturities of long-term debt in the Companyās condensed consolidated balance sheet. A corresponding prepaid asset was included in other current assets. Settlement Agreement. On September 21, 2018, the Company entered into a settlement and forbearance agreement with a creditor (the āSeptember 2018 Settlementā) pursuant to which, the Company agreed to make monthly principal and interest payments to the creditor over a two year period, from November 1, 2018 to November 1, 2020, in full and final settlement of $0.1 million of indebtedness that was owed to the creditor on the date of the September 2018 Settlement. The settlement amount will accrue interest at the rate of 10% per annum until paid in full. The September 2018 Settlement outstanding balance of $0.1 million was included in long-term debt and accounts payable in the Companyās condensed consolidated balance sheet as of March 31, 2019 and December 31, 2018, respectively. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2019 | |
LONG-TERM DEBT [Abstract] | |
CONVERTIBLE NOTES | 4. CONVERTIBLE NOTES Convertible notes consist of the following: Dollars in Thousands March 31, 2019 December 31, 2018 Convertible bridge notes $ 2,170 $ 4,294 Convertible bridge notes discount and debt issuance costs (1,053) (1,111) Convertible bridge notes premiums 91 647 Convertible promissory notes - Exchange Notes ā 630 Convertible promissory notes - Exchange notes debt issuance costs ā (83) Convertible promissory notes - Crede Note 1,450 ā Convertible promissory notes - Leviston Note 471 ā Total convertible notes 3,129 4,377 Current portion of convertible notes (3,129) (4,377) Convertible notes, net of current maturities $ ā $ ā Convertible Bridge Notes. On April 20, 2018, the Company entered into a securities purchase agreement (the ā2018 Note Agreementā) with certain investors (the āApril 2018 Investorsā), pursuant to which the Company would issue up to approximately $3,296,703 in Senior Secured Convertible Promissory Notes along with warrants (the āTransactionā). The number of warrants are equal to the number of shares of common stock issuable upon conversion of the notes based on the conversion price at the time of issuance. Half of the warrants will have a one-year term and half will have a five-year term. The 2018 Note Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The Transaction consists of a series of unregistered Senior Secured Convertible Notes (the āBridge Notesā), bearing interest at a rate of 8% annually and an original issue discount of 9%. The Bridge Notes are convertible at a price of $7.50 per share, provided that if the notes are not repaid within 180 days of the noteās issuance date, the conversion price shall be adjusted to 80% of the lowest volume weighted average price during the prior 10 days, subject to a minimum conversion price of $4.50 per share. The Transaction consisted of a number of drawdowns. The initial closing on April 20, 2018 provided the Company with proceeds of $1,660,000, net of an original issue discount of 9% and before debt issuance costs, for the issuance of notes with an aggregate principal of $1,824,176 (the āApril 2018 Bridge Notesā). The Company completed three additional drawdowns for aggregate proceeds of $1.3 million, net of an original issue discount of 9% and before debt issuance cost, for the issuance of notes with an aggregate principal of $1.5 million (the āQ3 2018 Bridge Notesā). The Bridge Notes are payable by the Company on the earlier of (i) the one year anniversary after each closing date or (ii) upon the closing of a qualified offering, namely the Company raising gross proceeds of at least $7,000,000 (the āMaturity Dateā). At any time, provided that the Company gives 5 business days written notice, the Company has the right to redeem the outstanding principal amount of the Bridge Notes, including accrued but unpaid interest, all liquidated damages and all other amounts due under the Bridge Notes, for cash as follows: (i) an amount which is equal to the sum of 105% if the Company exercises its right to redeem the Bridge Notes within 90 days of the initial closing, (ii) 110% if the Company exercises its right to redeem the Bridge Notes within 180 days of the initial closing, or (iii) 115% if the Company exercises its right to redeem 180 days from the initial closing. The terms of the 2018 Note Agreement also stipulates that upon written demand by one of the April 2018 Investors, for any of their draws throughout the year associated with the 2018 Note Agreement after a period of time as defined within the 2018 Note Agreement, the Company shall file a registration statement within thirty (30) days after written demand covering the resale of all or such portion of the conversion shares for an offering to be made on a continuous basis pursuant to Rule 415. The registration statement filed shall be on Form Sā3 or Form Sā1, at the option of the Company. If the Company does not file a registration statement in accordance with the terms of the 2018 Note Agreement, then on the business day following the applicable filing date and on each monthly anniversary of the business day following the applicable filing date (if no registration statement shall have been filed by the Company in accordance herewith by such date), the Company shall pay to the April 2018 Investors an amount in cash, as partial liquidated damages, equal to 1% per month (pro-rata for partial months) based upon the gross purchase price of the Bridge Notes (calculated on a daily basis) under the 2018 Note Agreement. As requested by certain April 2018 investors, conversion shares related to the April 2018 Note Agreement were included in a registration statement on Form S-3 that the Company filed with the SEC on February 6, 2019 and which became effective with the SEC on February 13, 2019. The obligations under the Bridge Notes are secured, subject to certain exceptions and other permitted payments by a perfected security interest on the assets of the Company. The 9% discount associated with the April 2018 Bridge Notes was approximately $164,000 and was recorded as a debt discount. The Company also incurred legal and advisory fees associated with the April 2018 Bridge Notes of approximately $164,000 and these were recorded as debt issuance costs. The 9% discount associated with the Q3 2018 Bridge Notes was approximately $133,000 and was recorded as a debt discount. As part of the initial closing, the April 2018 Investors received 243,223 warrants to purchase shares of common stock of the Company (the āApril 2018 Warrantsā). The April 2018 Warrants had an initial value of approximately $1.1 million at the date of issuance and were recorded as a liability with an offset to debt discount. The April 2018 Investors received 196,337 warrants to purchase shares of common stock of the Company in connection with the Q3 Bridge Note issuances (the āQ3 2018 Warrantsā). The terms of the Q3 2018 Warrants are the same as the April 2018 Warrants and, as such, were classified as liabilities, with an offset to debt discount, and had an initial value of approximately $0.7 million at the date of issuance. See Note 9 āFair Value for further discussion. On September 20, 2018, immediately after the final drawdown of the Bridge Notes, the Company entered into an agreement with the April 2018 Investors whereby the exercise price of all warrants issued to the April 2018 Investors in connection with both the 2018 Note Agreement and the Q3 2018 Bridge Notes were amended from $11.25 to $7.50. This repricing was accounted for as a modification. Pursuant to a letter agreement, dated as of April 20, 2018 (the āLetter Agreementā), the Company engaged a registered broker dealer as a financial advisor (the āFinancial Advisorā). Pursuant to the Letter Agreement, the Company paid the Financial Advisor a fee of $116,000, approximately 7% of the proceeds from the sale of the April 2018 Bridge Notes. This is included in the debt issuance costs discussed above. Per the Letter Agreement, the Company also issued to the Financial Advisor 15,466 warrants to purchase shares of common stock of the Company with an exercise price of $11.25 (the āAdvisor Warrantsā) which were classified as a liability. See Note 9 āFair Value for further discussion. The April 2018 Bridge Notes contained a beneficial conversion feature valued at $1.1 million which was recorded as a debt discount with an offset to additional paid in capital at the note issuance date and the Q3 2018 Bridge Notes contained beneficial conversion features valued at approximately $0.5 million which were recorded as debt discounts with an offset to additional paid in capital at the note issuance dates. The Company reviewed the redemption features of the Bridge Notes and determined that there is a redemption feature (the āBridge Notes Redemption Featureā) that qualifies as an embedded derivative. For the April 2018 Bridge Notes, the Company determined the initial fair value of the derivative at the time of issuance to be approximately $0.1 million which was recorded as a debt discount with an offset to derivative liability. For the Q3 2018 Bridge Notes, the Company determined the initial fair value of the derivatives at the time of issuance to be less than $0.1 million which was recorded as a debt discount with an offset to derivative liability. See Note 9 āFair Value for further discussion. On November 29, 2018, the Company entered into an amendment and restatement agreement (the āAmendment Agreementā) amending and restating the terms of the 2018 Note Agreement. The Amendment Agreement provided for the issuance of up to $1,318,681 of additional Bridge Notes together with applicable warrants, in one or more tranches, with substantially the same terms and conditions as the previously issued Bridge Notes and related warrants. The conversion price of the notes was amended so that it shall be equal to the greater of $3.75 or $0.75 above the closing bid price of our common stock on the date prior to the original issue date. In the event the notes are not paid in full prior to 180 days after the original issue date, the conversion price shall be equal to 80% of the lowest volume weighted average price (āVWAPā) in the 10 trading days prior to the date of the notice of conversion, but in no event below the floor price of $2.25. In connection with the Amendment Agreement, during the fourth quarter of 2018, the Company completed two additional closings for aggregate proceeds of $1.1 million, net of an original issue discount of 9% and before debt issuance costs, for the issuance of notes with an aggregate principal of $1.2 million (collectively, the āQ4 2018 Bridge Notesā). Approximately $0.3 million of the $1.1 million of proceeds was received after December 31, 2018 and is included in other current assets on our condensed consolidated balance sheet at December 31, 2018. The 9% discount associated with the Q4 2018 Bridge Notes was approximately $108,000 and was recorded as a debt discount. In connection with the Q4 2018 Bridge Note issuances, the Company issued to the investors 300,114 warrants to purchase shares of common stock of the Company (the āQ4 2018 Warrantsā), which had an initial value of approximately $0.7 million at the date of issuance and were recorded as a liability with an offset to debt discount. See Note 9 ā Fair Value for further discussion. The Company reviewed the conversion option of the Q4 2018 Bridge Notes and determined that there was a beneficial conversion feature with a value of approximately $0.5 million which was recorded as a debt discount with an offset to additional paid in capital. The Q4 2018 Bridge Notes also contain the Bridge Notes Redemption Feature which had an initial fair value at the time of issuance of approximately $15,000 which was recorded as a debt discount with an offset to derivative liability. See Note 9 ā Fair Value for further discussion. The total debt discounts and debt issuance costs related to the Q4 2018 Bridge Notes totaled $1.4 million, of which the Company recorded $1.1 million of debt discount and debt issuance costs as a reduction of the related debt in the accompanying condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018, respectively. At the time of the Amendment Agreement, the conversion price related to $3.3 million of previously issued Bridge Notes, the April 2018 Bridge Notes and Q3 2018 Bridge Notes, was amended and treated as an extinguishment of the related Bridge Notes. The Company removed the carrying value of the notes and recorded a new fair value of the notes (āNew Debtā) which included a debt premium of $0.9 million at the time of the Amendment Agreement. Since the issuance of the New Debt, $2.3 million of the total $4.5 million of Bridge Notes, plus interest, have been converted into a total of 1,112,762 shares of common stock of the Company. This included the conversion of approximately $2.1 million of Bridge Notes, plus interest, converted into 1,019,430 shares of common stock of the Company during the three months ended March 31, 2019 and $0.2 million of Bridge Notes, plus interest, converted into 93,333 shares of common stock of the Company during the fourth quarter of 2018. During the three months ended March 31, 2019, the change in Bridge Note debt discounts and debt premiums was as follows: (Dollars in thousands) 2019 Debt Discounts Debt Premiums Beginning balance at January 1 $ 1,111 $ 647 Deductions: Amortization/accretion (1) (58) (160) Write-off related to note conversions (2) ā (396) Balance at March 31 $ 1,053 $ 91 (1) Amortization/accretion is recognized as interest expense/income within the condensed consolidated statements of operations based on the effective interest method. (2) Write-offs associated with note conversions are recognized as an offset to additional paid-in capital at the time of the conversion. The remaining debt discounts of $1.1 million and debt premiums of $0.1 million, as of March 31, 2019, are expected to be fully amortized during 2019. Convertible Promissory Notes ā Exchange Notes. In 2017, the Company entered into Debt Settlement Agreements (the āSettlement Agreementsā) with certain of its accounts payable and accrued liability vendors (the āCreditorsā) pursuant to which the Creditors, who were owed $6.3 million (the āDebt Obligationsā) 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 Companyās common stock and 7,207 warrants to purchase shares of the Companyās common stock (āCreditor Warrantsā). During 2018, the Company entered into Exchange Agreements (the āExchange Agreementsā) with three institutional investors (the āHoldersā) pursuant to which the Company issued or shall issue convertible promissory notes, due January 1, 2021 (the āExchange Notesā) in exchange (the āExchangeā) for amounts owed to the Holders pursuant to certain debt settlement agreements, dated October 31, 2017. At the time of the Exchange Agreements, $3.2 million of Secured Debt Obligations were exchanged for $2.8 million of Exchange Notes (the āExchange Notesā). Pursuant to the terms of the Exchange Notes, the Company shall pay to the Holders the aggregate principal amount of the Exchange Notes in eighteen equal installments beginning on August 1, 2019 and ending on January 1, 2021. The Company reviewed the Conversion Option and concluded that it meets the criteria for derivative accounting and requires bifurcation and separate accounting as a derivative. The Company determined the initial fair value of the derivative at the time of issuance to be approximately $0.4 million which was recorded as a debt discount with an offset to derivative liability. See Note 9 āFair Value for further discussion. The Company reviewed the Company Put Option and concluded that it meets the criteria for derivative accounting and requires bifurcation and separate accounting as a derivative. The Company determined the initial fair value of the derivative at the time of issuance to be immaterial. Since the issuance of the Exchange Notes, the Holders have converted all $2.8 million into a total of 446,913 shares of common stock of the Company. This included the conversion of approximately $0.6 million of Exchange Notes converted into 155,351 shares of common stock of the Company during the three months ended March 31, 2019 and approximately $2.2 million of Exchange Notes converted into 291,562 shares of common stock of the Company during the fourth quarter of 2018. As of March 31, 2019 and December 31, 2018, the outstanding balance of the Exchange Notes, net of discounts, was zero and $0.6 million, respectively, and was presented within convertible notes in the Companyās condensed consolidated balance sheets. During the three months ended March 31, 2019, the change in Exchange Note debt discounts was as follows: (Dollars in thousands) 2019 Beginning balance at January 1 $ 83 Deductions: Amortization (1) (2) Write-off related to note conversions (2) (81) Balance at March 31 $ ā (1) Amortization is recognized as interest expense within the condensed consolidated statements of operations based on the effective interest method. (2) Write-offs associated with note conversions are recognized as an offset to additional paid-in capital at the time of the conversion. As a result of the conversions, the Company has also written off approximately $0.4 million of derivative liability with an offset to additional paid-in capital, of which less than $0.1 million was during the three months ended March 31, 2019. Convertible Promissory Notes ā Crede Note. On January 15, 2019, the Company and Crede Capital Group LLC (āCredeā) entered into an amendment and restatement agreement (the āCrede Amendment Agreementā) in order to enable the Company to provide Crede with an alternative means of payment of a previous settlement amount, See Note 5 ā Accrued Expenses and Other Current Liabilities, by issuing to Crede a convertible note in the amount of $1.45 million (the āCrede Noteā). The conversion price of the Crede Note shall equal 90% of the closing bid price of the Companyās common stock on the date prior to each conversion date. The Crede Note is payable by the Company on the earlier of (i) January 15, 2021 or (ii) upon the closing of a qualified offering in which the Company receives gross proceeds of at least $4.0 million. The Crede Note may not be converted if, after giving effect to the conversion, Crede together with its affiliates would beneficially own in excess of 4.99% of the outstanding shares of the Companyās common stock. The Company, at its option, may redeem some or all of the then outstanding principal amount of the Crede Note for cash. In accordance with the terms of the Crede Amendment Agreement, during the period commencing on the date of issuance of the Crede Note and ending on the date Crede no longer beneficially owns any portion of the Crede Note, Crede shall not sell, on any given trading day, more than the greater of (i) $10,000 of common stock (subject to adjustment for any stock splits or combinations, stock dividends, recapitalizations or similar event after the date hereof) and (ii) 10% of the daily average composite trading volume of the Companyās common stock as reported by Bloomberg, LP (subject to adjustment for any stock splits or combinations, stock dividends, recapitalizations or similar event after the date hereof) for such trading day . During the three months ended March 31, 2019, the Company made no payments on, and there were no conversions of, the Crede Note. Convertible Promissory Notes ā Leviston Note On February 8, 2018, the Company entered into an equity purchase agreement (the ā2018 Purchase Agreementā) with Leviston Resources LLC (āLevistonā), see Note 8 ā Stockholders Equity for details of the 2018 Purchase Agreement. On January 29, 2019, the Company entered into a settlement agreement (the āLeviston Settlementā) with Leviston pursuant to which the Company issued to Leviston a convertible note in the amount of $0.7 million (the āLeviston Noteā) in full satisfaction of certain obligations to Leviston. The Leviston Note is payable by the Company (i) in fourteen equal monthly installments commencing on the earlier to occur of (x) the last day of the month upon which a registration statement to be filed by the Company covering the resale of the shares of common stock underlying the Leviston Note is declared effective by the Securities and Exchange Commission and (y) the six month anniversary of the date of issuance, (ii) upon the closing of a qualified offering, namely the Company raising gross proceeds of at least $4.0 million or (iii) such earlier date as the Leviston Note is required or permitted to be repaid pursuant to its terms. The Company, at its option, may redeem some or the entire then outstanding principal amount of the Leviston Note for cash. The conversion price in effect on any conversion date shall equal the VWAP of the common stock on such Conversion Date. The Leviston Note may not be converted if, after giving effect to the conversion, Leviston together with its affiliates, would beneficially own in excess of 4.99% of the outstanding shares of the Companyās common stock. In accordance with the terms of the Leviston Settlement, during the period commencing on the issuance date of the Leviston Note and ending on the date Leviston no longer beneficially owns any shares of common stock issuable upon conversion of the Leviston Note, Leviston shall not sell, on any given trading day, more than the greater of (i) $10,000 of common stock (subject to adjustment for any stock splits or combinations, stock dividends, recapitalizations or similar event after the date hereof) and (ii) 10% of the daily average composite trading volume of the Companyās common stock as reported by Bloomberg, LP (subject to adjustment for any stock splits or combinations, stock dividends, recapitalizations or similar event after the date hereof) for such trading day. In addition to the Leviston Settlement and the Leviston Note, the Company and Leviston have each executed a release pursuant to which each of the Company and Leviston agreed to release the other party from their respective obligations arising from or concerning the Obligations. During the three months ended March 31, 2019, the Company made cash payments of less than $0.1 million on the Leviston Note and $0.2 million of the Leviston note was converted into 73,333 shares of common stock of the Company. As of March 31, 2019, the $0.5 million outstanding balance of the Leviston Note was included in convertible notes in the Companyās condensed consolidated balance sheets. There were no amounts outstanding related to this note as of December 31, 2018. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 5. ACCRUED EXPENSES OTHER CURRENT LIABILITIES. Accrued expenses at March 31, 2019 and December 31, 2018 are as follows: (dollars in thousands) March 31, 2019 December 31, 2018 Accrued expenses $ 1,365 $ 1,583 Accrued compensation 187 118 Accrued interest 99 239 $ 1,651 $ 1,940 During the three months ended March 31, 2019 and 2018, the Company was able to reduce approximately $0.2 million and $0.1 million, respectively, of certain accrued expense and accounts payable amounts through negotiations with certain vendors to settle outstanding liabilities and the Company recorded a gains of $0.2 million in the first quarter of 2019 and $0.1 million in the first quarter of 2018 which are included in gain on settlement of liability, net in the condensed consolidated statements of operations. Other current liabilities are as follows: (dollars in thousands) March 31, 2019 December 31, 2018 Liability related to equity purchase agreement ā 460 Liability for settlement of equity instrument ā 1,450 $ ā $ 1,910 On February 20, 2018, 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. On March 12, 2018, Precipio entered into a settlement agreement (the āCrede Agreementā) 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 Companyās discretion, in stock, in accordance with terms contained in the Crede Agreement. 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 warrant revaluation in the unaudited condensed consolidated statement of operations during the three months ended March 31, 2018. At the time of the Crede Agreement, the Company recorded $1.5 million in other current liabilities and $0.4 million in other long-term liabilities, thus replacing its previous $1.1 million in other current liabilities and $0.4 million common stock warrant liability. This resulted in the Company recording an additional loss of $0.4 million, which is included in loss on settlement of equity instruments in the unaudited condensed consolidated statement of operations during the three months ended March 31, 2018. During 2018, the Company paid approximately $0.5 million to Crede. As of December 31, 2018, the Company had recorded liabilities relating to Crede of $1.45 million in other current liabilities on the accompanying condensed consolidated balance sheets and, o n January 15, 2019 the $1.45 million liability was replaced with the Crede Note. As of December 31, 2018, the Company had recorded a liability of approximately $0.5 million related to an equity purchase agreement with Leviston, which is included in other current liabilities on our condensed consolidated balance sheet. On January 29, 2019, the Company entered into the Leviston Settlement pursuant to which the Company issued the Leviston Note in full satisfaction of the $0.5 million discussed above along with approximately $0.2 million of other obligations owed to Leviston which are included in accrued expenses in our condensed consolidated balance sheet at December 31, 2018. See Note 4 ā Convertible Notes. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 6. COMMITMENTS AND CONTINGENCIES The Company is involved in legal proceedings related to matters, which are incidental to its business. Also, 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. See below for a discussion on these matters. LITIGATIONS On February 21, 2017, XIFIN, Inc. (āXIFINā) 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 is reflected in accounts payable within the accompanying condensed consolidated balance sheet at March 31, 2019 and December 31, 2018, respectively. On April 19, 2019, the Company executed a settlement agreement with XIFIN pursuant to which the Company paid to XIFIN an agreed amount as settlement in consideration for total release from all outstanding amounts due and payable by the Company to XIFIN. The settlement amount was paid by the Company on April 19, 2019 and there is no remaining amount due to XIFIN as of the filing of this Quarterly Report on Form 10-Q. 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 sheets at March 31, 2019 and December 31, 2018. On February 17, 2017, Jesse Campbell (āCampbellā) 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 agreementās 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 14aā9 promulgated thereafter. The Company filed a motion to dismiss all claims, which motion was fully briefed on November 27, 2017. The Court granted the Companyās motion in full on May 3, 2018 and dismissed the lawsuit. The Eighth Circuit reversed the decision of the District Court and remanded the case back to the District Court on March 1, 2019. 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. A liability of approximately $39,000 has been recorded in accounts payable within the accompanying condensed consolidated balance sheet at March 31, 2019 and December 31, 2018. On April 2, 2019, the Superior Court issued a subpoena commanding the Company to appear before the Superior Court on May 13, 2019. Subsequent to April 2, 2019, the Company paid Bio-Rad approximately $39,000, plus interest, and there is no remaining amount due to Bio-Rad as of the filing of this Quarterly Report on Form 10-Q. OTHER COMMITMENTS On January 2, 2019, the Company entered into a settlement agreement with a third party service provider pursuant to which we agreed to pay the service provider an aggregate amount of approximately $0.6 million, plus accrued interest at a rate of 8%, pursuant to an agreed upon payment schedule, ending in September 2019, in consideration for the cancellation of an outstanding debt owed by the Company to the service provider in the aggregate amount of approximately $1.5 million (the āOwed Amountā). Upon payment in full of the $0.6 million and compliance with the payment schedule, the service provider has agreed to waive the difference between the settlement amount and the Owed Amount and at that time the Company would record a gain on settlement of approximately $0.9 million. During the three months ended March 31, 2019, the Company made payments of $0.2 million to the service provider. A liability of approximately $1.3 million and $1.5 million has been recorded and is reflected in accounts payable within the accompanying condensed consolidated balance sheets at March 31, 2019 and December 31, 2018. LEGAL AND REGULATORY ENVIRONMENT The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not 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. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
LEASES | 7. LEASES On January 1, 2019, the Company recorded initial ROU assets and corresponding operating lease liabilities of approximately $750,000 and a reversal of deferred rent and prepaid expenses of approximately $6,000 resulting in no cumulative effect adjustment upon adoption of Topic 842. The Company leases administrative facilities and laboratory equipment through operating lease agreements. In addition we rent various equipment used in our diagnostic lab and in our administrative offices through finance lease arrangements. Our operating leases include both lease (e.g., fixed payments including rent) and non-lease components (e.g., common area or other maintenance costs). The facility leases include one or more options to renew, from 1 to 5 years or more. The exercise of lease renewal options is typically at our sole discretion, therefore, the renewals to extend the lease terms are not included in our ROU assets and lease liabilities as they are not reasonably certain of exercise. We regularly evaluate the renewal options and, when they are reasonably certain of exercise, we include the renewal period in our lease term. As our leases do not provide an implicit rate, we use our collateralized incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. Operating leases result in the recognition of ROU assets and lease liabilities on the balance sheet. ROU assets represent our right to use the leased asset for the lease term and lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The primary leases we enter into with initial terms of 12 months or less are for equipment. Upon the adoption of Topic 842, our accounting for finance leases, previously referred to as capital leases, remains substantially unchanged from prior guidance. The balance sheet presentation of our operating and finance leases is as follows: (dollars in thousands) Classification on the Condensed Consolidated Balance Sheet March 31, 2019 Assets: Operating lease assets Operating lease right-of-use assets $ 689 Finance lease assets Property and equipment, net 208 Total lease assets $ 897 Liabilities: Current: Operating lease obligations Current maturities of operating lease liabilities $ 221 Finance lease obligations Current maturities of finance lease liabilities 58 Noncurrent: Operating lease obligations Operating lease liabilities, less current maturities 470 Finance lease obligations Finance lease liabilities, less current maturities 140 Total lease liabilities $ 889 As of March 31, 2019, the estimated future minimum lease payments, excluding non-lease components, are as follows: (dollars in thousands) Operating Leases Finance Leases Total Remainder of 2019 $ 201 $ 53 $ 254 2020 242 46 288 2021 241 38 279 2022 47 32 79 2023 35 27 62 Thereafter 17 41 58 Total lease obligations 783 237 1,020 Less: Amount representing interest (92) (39) (131) Present value of net minimum lease obligations 691 198 889 Less, current portion (221) (58) (279) Long term portion $ 470 $ 140 $ 610 Other information as of March 31, 2019: Weighted-average remaining lease term (years): Operating leases 3.2 Finance leases 4.9 Weighted-average discount rate: Operating leases Finance leases During the three months ended March 31, 2019, operating cash flows from operating leases was $72,000 and ROU assets obtained in exchange for operating lease liabilities was $750,000. Operating Lease Costs Operating lease costs were $0.1 million during the three months ended March 31, 2019 and 2018. These costs are primarily related to long-term operating leases for the Companyās facilities and laboratory equipment. Finance Lease Costs Finance leases are included in property and equipment, net and finance lease liabilities, less current maturities on the condensed consolidated balance sheets. The associated amortization expense and interest included in the condensed consolidated statements of operations for the three months ended March 31, 2019 is less than $0.1 million, respectively. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 8. STOCKHOLDERSā 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 December 20, 2018, the Companyās shareholders approved the proposal to authorize the Companyās Board of Directors to, in its discretion, amend the Companyās Third Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 150,000,000 shares to 250,000,000 shares. On February 12, 2018, the Company issued 120,983 shares of its common stock in exchange for approximately $1.9 million of debt obligations. See Note 4 ā Convertible Notes. During the three months ended March 31, 2018, the Company issued 208,000 shares of its common stock in connection with conversions of its Series B Preferred Stock and 223,022 shares of its common stock in connection with conversions of its Series C Preferred Stock. Aside from 4,000 shares of common stock issued in connection with conversions of its Series C Preferred Stock, all of the shares of common stock issued for the three months ended March 31, 2018 in connection with conversions of its Series B Preferred Stock and Series C Preferred Stock (together the āPreferred Stockā) were issued after the Company induced the holders of its Preferred Stock to convert their shares of Preferred Stock to shares of the companyās common stock (see below - Preferred Stock induced conversions). During the three months ended March 31, 2018, the Company issued 20,000 shares of its common stock in connection with the exercise of 20,000 warrants. The warrant exercises resulted in net cash proceeds to the Company of approximately $0.2 million during the three months ended March 31, 2018. Also, during the three months ended March 31, 2019, the Company issued 1,248,115 shares of its common stock in connection with the conversion of convertible notes. See Note 4 ā Convertible Notes. 2018 Purchase Agreement On February 8, 2018 the Company entered into an equity purchase agreement (the ā2018 Purchase Agreementā) with Leviston for the purchase of up to $8,000,000 (the āAggregate Amountā) of shares (the ā Sharesā) of the Companyās common stock from time to time, at the Companyās option. Shares offered and sold prior to February 13, 2018 were issued pursuant to the Companyās shelf registration statement on Form Sā3 (and the related prospectus) that the Company filed with the Securities and Exchange Commission (the āSECā) and which was declared effective by the SEC on February 13, 2015 (the āShelf Registration Statementā). Leviston purchased 48,076 shares (the āInvestor Sharesā) of the Companyās common stock following the close of business on February 9, 2018, subject to customary closing conditions, at a price per share of $15.60 for approximately $750,000. The shares were sold pursuant to the Shelf Registration Statement. The Company incurred approximately $132,000 in costs which have been treated as issuance costs within additional paid-in capital in the accompanying unaudited condensed consolidated balance sheet. As required by the terms of the 2018 Purchase Agreement, the Company timely filed an S-1 on April 16, 2018. The S-1 Registration Statement was not declared effective by the SEC and on August 10, 2018 the Company filed a withdrawal request with the SEC. No securities had been issued or sold under this Registration Statement. The Company determined not to proceed with the offering as the Company sought to re-negotiate the terms of the equity purchase agreement in order to comply with the requirements of the SEC pursuant to a letter from the SEC dated August 7, 2018. In consideration of Levistonās agreement to enter into the 2018 Purchase Agreement, the Company agreed to pay to Leviston a commitment fee in shares of the Companyās common stock equal in value to 5.25% of the total Aggregate Amount (the āLeviston Commitment Sharesā), payable in three installments upon achieving certain milestones. The first installment of 1.75% was due on or before February 12, 2018 and this amount, of $140,000, was paid to Leviston through the issuance of 11,380 shares of the Companyās common stock on February 12, 2018. In accordance with the terms of the 2018 Purchase Agreement, the Company provided Leviston with a price protection provision, if the Company issues any warrants in connection with issuances, sales or an agreement in writing to issue common stock or common stock equivalents by the Company, Leviston will have the right to receive a proportionate amount of such warrants, cash or shares, at Levistonās sole election, valued using the Black Scholes formula. As a result of 2018 Note Agreement and the April 2018 Warrants issued, the Company was required to provide Leviston with a proportionate and equivalent coverage in the form of warrants, stock or cash in the amount of approximately $460,000. As Leviston has the ability to elect the form of compensation, the Company has recorded the $460,000 as a liability as of December 31, 2018, within the other current liabilities line of the accompanying condensed consolidated balance sheet. As of December 31, 2018, the Company had a total of $0.7 million in accruals (see Note 5 ā Accrued Expenses and Other Current Liabilities) for potential obligations to Leviston, but had not issued any additional shares or made any payments to Leviston. On January 29, 2019, the Company entered into the Leviston Settlement pursuant to which the Company issued to Leviston the Leviston Note in full satisfaction of all obligations owed to Leviston. See Note 4 ā Convertible Notes for further details of the Note. LP Purchase Agreement On September 7, 2018, the Company entered into the LP Purchase Agreement, pursuant to which Lincoln Park has agreed to purchase from the Company up to an aggregate of $10,000,000 of common stock of the Company (subject to certain limitations) from time to time over the term of the LP Purchase Agreement. Pursuant to the terms of the LP Purchase Agreement, on the agreement date, the Company issued 40,000 shares of its common stock to Lincoln Park as consideration for its commitment to purchase shares of common stock of the Company under the LP Purchase Agreement (the āLP Commitment Sharesā). Also on September 7, 2018, the Company entered into a registration rights agreement with Lincoln Park (the āLP Registration Rights Agreementā), pursuant to which on September 14, 2018, the Company filed with the SEC a registration statement on Form S-1 to register for resale under the Securities Act of 1933, as amended, or the Securities Act, 466,666 shares of common stock, which includes the LP Commitment Shares, that have been or may be issued to Lincoln Park under the LP Purchase Agreement. The Form S-1 was declared effective by the SEC on September 28, 2018. As of January 16, 2019, all shares registered under this S-1 had been sold and/or issued to Lincoln Park. On February 1, 2019, the Company filed with the SEC a registration statement on Form S-1 to register for resale under the Securities Act of 1933, as amended, or the Securities Act, an additional 1,000,000 shares of common stock that have been or may be issued to Lincoln Park under the LP Purchase Agreement. The Form S-1 was declared effective by the SEC on February 12, 2019. Under the LP Purchase Agreement, the Company may, from time to time and at its sole discretion, on any single business day on which the closing price of its common stock is not less than $1.50 per share (subject to adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction as provided in the LP Purchase Agreement), direct Lincoln Park to purchase shares of its common stock in amounts up to 30,000 shares, which amounts may be increased to up to 36,666 shares depending on the market price of its common stock at the time of sale and subject to a maximum commitment by Lincoln Park of $1,000,000 per single purchase, which the Company refers to as āregular purchasesā, plus other āaccelerated amountsā and/or āadditional accelerated amountsā under certain circumstances. The Company will control the timing and amount of any sales of its common stock to Lincoln Park. The purchase price of the shares that may be sold to Lincoln Park in regular purchases under the LP Purchase Agreement will be based on the market price of the common stock of the Company preceding the time of sale as computed under the LP Purchase Agreement. The purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the business days used to compute such price. The Company may at any time in its sole discretion terminate the LP Purchase Agreement without fee, penalty or cost upon one business day notice. There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the LP Purchase Agreement or LP Registration Rights Agreement, other than a prohibition on the Company entering into certain types of transactions that are defined in the LP Purchase Agreement as āVariable Rate Transactionsā. Lincoln Park may not assign or transfer its rights and obligations under the Purchase Agreement. Under applicable rules of The Nasdaq Capital Market, in no event may the Company issue or sell to Lincoln Park under the LP Purchase Agreement more than 19.99% of the shares of its common stock outstanding immediately prior to the execution of the LP Purchase Agreement (which is 308,590 shares based on 1,543,724 shares outstanding immediately prior to the execution of the LP Purchase Agreement), which limitation the Company refers to as the Exchange Cap, unless (i) the Company obtains stockholder approval to issue shares of common stock in excess of the Exchange Cap or (ii) the average price of all applicable sales of the Companyās common stock to Lincoln Park under the LP Purchase Agreement equals or exceeds $7.05 (which represents the closing consolidated bid price of the Companyās common stock on September 7, 2018, plus an incremental amount to account for the issuance of the LP Commitment Shares to Lincoln Park), such that issuances and sales of the Companyās common stock to Lincoln Park under the LP Purchase Agreement would be exempt from the Exchange Cap limitation under applicable Nasdaq rules. In any event, the LP Purchase Agreement specifically provides that the Company may not issue or sell any shares of its common stock under the LP Purchase Agreement if such issuance or sale would breach any applicable Nasdaq rules. The LP Purchase Agreement also prohibits the Company from directing Lincoln Park to purchase any shares of common stock if those shares, when aggregated with all other shares of the Companyās common stock then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park and its affiliates having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of the Companyās common stock, as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 13d-3 thereunder, which limitation the Company refers to as the Beneficial Ownership Cap as defined in the LP Agreement. Between October 2, 2018 and December 31, 2018, 328,590 shares of the Companyās common stock were sold pursuant to the LP Purchase agreement for approximately $1.4 million. During the three months ended March 31, 2019, 758,076 shares of the Companyās common stock were sold pursuant to the LP Purchase agreement for approximately $1.7 million. Preferred Stock. The Companyās 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 (āSeries B Preferred Stockā) 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 ofā$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). The 2018 Purchase Agreement triggered the down round feature of the Series B Preferred Stock and, as a result, the conversion price of the Companyās Series B Convertible Preferred Stock was automatically adjusted from the reduced $21.00 per share price, related to the 2017 Series C issuance, to $15.60 per share. In connection with the down round adjustment, the Company calculated an incremental beneficial conversion feature of approximately $1.4 million which was recognized as a deemed dividend during the three months ended March 31, 2018 (āDeemed Dividend Aā). The 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 Companyās Series B Convertible Preferred Stock was automatically adjusted from $15.60 per share to $11.25 per share. In connection with the down round adjustment, the Company calculated an incremental beneficial conversion feature of approximately $40,000 which was recognized as a deemed dividend during the three months ended March 31, 2018 (āDeemed Dividend Bā). During the three months ended March 31, 2018, 2,340 shares of Series B Preferred Stock were converted into 208,000 shares of our common stock. At March 31, 2019 and December 31, 2018, the Company had 6,900 shares of Series B designated and issued and 47 shares of Series B 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 (āSeries C Preferred Stockā) 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. The conversion price of the Series C Preferred Stock contains a down round feature. The 2018 Purchase Agreement triggered the down round feature of the Series C Preferred Stock and, as a result, the conversion price of the Companyās Series C Convertible Preferred Stock was automatically adjusted from $21.00 per share to $15.60 per share. In connection with the down round adjustment, the Company calculated an incremental beneficial conversion feature of approximately $0.8 million which was recognized as a deemed dividend during the three months ended March 31, 2018 (āDeemed Dividend Cā). During the three months ended March 31, 2018, 2,548 shares of Series C Preferred Stock were converted into 223,022 shares of our common stock. At March 31, 2019 and December 31, 2018, the Company had 2,748 shares of Series C designated and issued and zero shares of Series C outstanding. Preferred Stock induced conversions On March 21, 2018, the Company entered into a letter agreement (the ā2018 Inducement Agreementā) with certain holders of shares of the Companyās Series B Preferred Stock and Series C Preferred Stock (together the āPreferred Stockā), and warrants (the āWarrantsā) to purchase shares of the Companyās common stock issued in the Companyās 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 $11.25 per share (the āExercise Price Reductionā) and the conversion price of the Preferred Stock was reduced to $11.25 (the āConversion Price Reductionā). As consideration for the Companyās 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 and (ii) one investor agreed to exercise 44,444 Warrants and another investor agreed to exercise 33,333 Warrants all as of the date of the 2018 Inducement Agreement. As discussed above, as of March 31, 2019, all shares of Preferred Stock, except 47 shares of Series B Preferred Stock, were converted to shares of our common stock pursuant to the terms of the 2018 Inducement Agreement and 20,000 Warrants were exercised at the $11.25 exercise price. The 2018 Inducement Agreement represented an inducement by the Company to convert shares of the Preferred Stock. The conversion price of the Preferred Stock and the exercise price of the Warrants were reduced from $15.60 per share to $11.25 per share, respectively. The Company calculated the fair value of the additional securities and consideration to be approximately $1.2 million (āDeemed Dividend Dā). During the three months ended March 31, 2018, 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. Common Stock Warrants. The following represents a summary of the warrants outstanding as of March 31, 2019: Underlying Exercise Issue Year Expiration Shares Price Warrants Assumed in Merger (1) 2014 April 2020 832 $ 1,800.00 (2) 2015 February 2020 1,588 $ 1,008.00 (3) 2015 December 2020 272 $ 747.00 (4) 2016 January 2021 596 $ 544.50 Warrants (5) 2017 June 2022 2,540 $ 41.25 (5) 2017 June 2022 500 $ 7.50 (6) 2017 June 2022 6,095 $ 105.00 (7) 2017 August 2022 32,000 $ 2.25 (8) 2017 August 2022 4,000 $ 46.88 (9) 2017 August 2022 47,995 $ 150.00 (9) 2017 August 2022 9,101 $ 7.50 (10) 2017 August 2022 16,664 $ 2.25 (10) 2017 August 2022 7,335 $ 2.25 (11) 2017 October 2022 666 $ 2.25 (12) 2017 May 2023 25,037 $ 2.25 (13) 2018 October 2022 7,207 $ 112.50 (14) 2018 April 2019 121,611 $ 7.50 (14) 2018 April 2023 121,611 $ 7.50 (15) 2018 October 2022 15,466 $ 11.25 (16) 2018 July 2019 25,501 $ 7.50 (16) 2018 July 2023 25,501 $ 7.50 (16) 2018 August 2019 36,333 $ 7.50 (16) 2018 August 2023 36,333 $ 7.50 (16) 2018 September 2019 36,333 $ 7.50 (16) 2018 September 2023 36,333 $ 7.50 (17) 2018 November 2023 138,941 $ 5.40 (17) 2018 December 2023 161,172 $ 5.40 917,563 (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, 2019, 357 warrants are recorded as a liability, See Note 9 ā Fair Value for further discussion, and 238 are treated as equity. (5) These warrants were issued in connection with a June 2017 merger transaction (the āMergerā). (6) These warrants were issued in connection with the Merger. (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. (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. (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. (14) These warrants were issued in connection with the 2018 Note Agreement. (15) These warrants were issued in connection with the 2018 Note Agreement. (16) These warrants were issued in connection with the 2018 Note Agreement. (17) These warrants were issued in connection with the 2018 Note Agreement and subsequent Amendment Agreement. August 2017 Offering Warrants In connection with the August 2017 Offering, the Company issued 178,666 warrants at an exercise price of $45.00, which contain a down round provision. The August 2017 Offering Warrants were exercisable immediately and expire 5 years from date of issuance. As a result of the Series C Preferred Offering, the exercise price of the August 2017 Offering Warrants was adjusted to $21.00 per share. In February 2018, as a result of 2018 Purchase Agreement, the exercise price of the August 2017 Offering Warrants was adjusted to $15.60. At the time the exercise price was adjusted, the Company calculated the fair value of the down round provisions on the warrants to be approximately $62,000 and recorded this as a deemed dividend (āDeemed Dividend Eā). In addition, as a result of the 2018 Inducement Agreement, the exercise price of the August 2017 Offering Warrants was further adjusted to $11.25 as a result of the Exercise Price Reduction discussed above. There were zero and 20,000 August 2017 Offering Warrants exercised during the three months ended March 31, 2019 and 2018, respectively, for proceeds to the Company of zero and $225,000, respectively. During the three months ended March 31, 2018, the intrinsic value of the August 2017 Offering Warrants exercised was zero. Note Conversion Warrants Upon the closing of the August 2017 Offering, the Company issued 23,999 warrants to purchase the Companyās common stock (the āNote Conversion Warrantsā). The Note Conversion Warrants have an exercise price of $45.00 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 $21.00 per share. In February 2018, as a result of 2018 Purchase Agreement, the exercise price of the Note Conversion Warrants was adjusted to $15.60. 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 (āDeemed Dividend Fā). In addition, as a result of the 2018 Inducement Agreement, the exercise price of the Note Conversion Warrants was further adjusted to $11.25. 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 (āDeemed Dividend Gā). Convertible Promissory Note Warrants The Convertible Promissory Note Warrants had an original exercise price of $45.00 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 $21.00 per share. In February 2018, as a result of 2018 Purchase Agreement, the exercise price of the Convertible Promissory Note Warrants was adjusted to $15.60. 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 (āDeemed Dividend Hā). In addition, as a result of the 2018 Inducement Agreement, the exercise price of the Convertible Promissory Note Warrants was further adjusted to $11.25. 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 (āDeemed Dividend Iā). Series C Warrants In connection with the Series C Preferred Offering, the Company issued 130,857 warrants at an exercise price of $24.45, which contain a down round provision. Series C Warrants are exercisable on the six-month anniversary of the date of issuance and expire 5 years from date they are initially exercisable. The terms of the Series C Warrants prohibit a holder from exercising its Series C Warrants if doing so would result in such holder (together with its affiliates) beneficially owning more than 4.99% of the Companyās outstanding shares of common stock after giving effect to such exercise, provided that, at the election of a holder and notice to the Company, such beneficial ownership limitation may be increased to 9.99% of the Companyās outstanding shares of common stock after giving effect to such exercise. In February 2018, as a result of the 2018 Purchase Agreement, the exercise price of the Series C Warrants was adjusted to $15.60. 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 (āDeemed Dividend Jā). In addition, as a result of the 2018 Inducement Agreement, the exercise price of the Series C Warrants was further adjusted to $11.25 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 the Creditors pursuant to which the Company agreed to issue, to certain of its Creditors, 7,207 Creditor Warrants to purchase 7,207 shares of the Companyās common stock at an exercise price of $112.50 per share. The Creditor Warrants were issued in February 2018. See Note 4 ā Convertible Notes. Deemed Dividends As discussed above, certain of our preferred stock and warrant issuances contain down round provisions which require us to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. There were no deemed dividends during the three months ended March 31, 2019. The following represents a summary of the dividends recorded for the three months ended March 31, 2018: Amount Recorded Deemed Dividends (in thousands) Dividends resulting from the 2018 Purchase Agreement Deemed Dividend A $ 1,358 Deemed Dividend C 829 Deemed Dividend E 62 Deemed Dividend F 8 Deemed Dividend H * Deemed Dividend J 58 Dividends resulting from the 2018 Inducement Agreement Deemed Dividend B 40 Deemed Dividend D 1,154 Deemed Dividend G 5 Deemed Dividend I * For the three months ended March 31, 2018 $ 3,514 * Represents less than one thousand dollars |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Mar. 31, 2019 | |
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 1āUnadjusted quoted prices in active markets for identical assets or liabilities; Level 2āObservable 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 3āUnobservable 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. 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 statement of operations. 2016 Warrant Liability The Company assumed the 2016 Warrant Liability in the Merger and it represents the fair value of warrants issued in January 2016, of which, 357 warrants remain outstanding as of March 31, 2019. In March 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 1,347 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 ā Accrued Expenses And 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, 2019, assumptions and inputs used in the valuation of the 2016 Warrant Liability include: remaining life to maturity of 1.75 years; annual volatility of 142%; and a risk-free interest rate of 2.27%. As of December 31, 2018, assumptions and inputs used in the valuation of the 2016 Warrant Liability include: remaining life to maturity of two years; annual volatility of 176%; and a risk-free interest rate of 2.48%. 2018 Warrant Liabilities During 2018, the Company issued 243,223 of April 2018 Warrants, 15,466 of Advisor Warrants, 196,337 of Q3 2018 Warrants and 300,114 of Q4 2018 Warrants. All of these warrants issuances were classified as warrant liabilities (the ā2018 Warrant Liabilitiesā). See Note 4 - Convertible Notes for further discussion of each warrant. The 2018 Warrant Liabilities are considered Level 3 financial instruments and were valued using the Black Scholes model. As of March 31, 2019, assumptions used in the valuation of the 2018 Warrant Liabilities include: remaining life to maturity of 0.05 to 4.76 years; annual volatility of 97% to 163%; and risk free rate of 2.21% to 2.44%. During the three months ended March 31, 2019 and 2018, the change in the fair value of the warrant liabilities measured using significant unobservable inputs (Level 3) were comprised of the following: Dollars in Thousands Three Months Ended March 31, 2019 2016 Warrant 2018 Warrant Total Warrant Liability Liabilities Liabilities Beginning balance at January 1 $ 116 $ 1,016 $ 1,132 Total gain: Revaluation recognized in earnings (23) (217) (240) Balance at March 31 $ 93 $ 799 $ 892 Three Months Ended March 31, 2018 2016 Warrant 2018 Warrant Total Warrant Liability Liabilities Liabilities Beginning balance at January 1 $ 841 $ ā $ 841 Total gain: Revaluation recognized in earnings (261) ā (261) Deductions ā warrant liability settlement (456) ā (456) Balance at March 31 $ 124 $ ā $ 124 Derivative Liabilities. Certain of our issued and outstanding convertible notes contain features that are considered derivative instruments and are required to bifurcated from the debt host and accounted for separately as derivative liabilities. The estimated fair value of the derivatives will be remeasured at each reporting date and any change in estimated fair value of the derivatives will be recorded as non-cash adjustments to earnings. The gains or losses included in earnings are reported in other income (expense) in our condensed consolidated statement of operations. Bridge Notes Redemption Feature At the time of the Bridge Note issuances, the Company recorded derivative instruments as liabilities with an initial fair value of approximately $0.3 million. The valuations were performed using the āwith and withoutā approach, whereby the Bridge Notes were valued both with the embedded derivative and without, and the difference in values was recorded as the derivative liability. See Note 4 - Convertible Notes for further discussion. Conversion Option The Company recorded derivative liabilities related to the Conversion Option of the Exchange Notes issued during 2018 with an initial fair value of approximately $0.4 million. The valuations were performed using the Monte Carlo methodology. See Note 4 - Convertible Notes for further discussion. During the three months ended March 31, 2019, the change in the fair value of the derivative liabilities measured using significant unobservable inputs (Level 3) was comprised of the following: (Dollars in thousands) Three Months Ended March 31, 2019 Bridge Notes Redemption Conversion Total Derivative Feature Option Liabilities Beginning balance at January 1 $ 30 $ 32 $ 62 Deductions: ā (39) (39) Total (gain) loss: Revaluation recognized in earnings (30) 7 (23) Balance at March 31 $ ā $ ā $ ā There were no derivative liabilities in the first quarter of 2018. |
EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN | 3 Months Ended |
Mar. 31, 2019 | |
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 there were 44,444 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 2017 Plan to: Ā· increase the aggregate number of shares authorized for issuance under the 2017 Plan by 359,300 shares to 403,744 shares; Ā· 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 66,666 shares of common stock; and Ā· add an āevergreenā 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 Companyās Board of Directors or Compensation Committee. Stock Options. The Company accounts for all stock-based compensation payments to employees and directors, including grants of employee stock options, at fair value and expenses the benefit in operating expense in the condensed consolidated statements of operations over the service period of the awards. The Company records the expense for stock-based compensation awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates when the achievement of a performance-based milestone is probable based on the expected satisfaction of the performance conditions as of the reporting date. The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model, which requires various assumptions including estimating stock price volatility, expected life of the stock option, risk free interest rate and estimated forfeiture rate. During the three months ended March 31, 2019, the Company granted stock options to purchase up to 276,700 shares of common stock at a weighted average exercise price of $2.25. 100,000 of the stock options granted during the three months ended March 31, 2019 were awards subject to performance-based milestone vesting and no expense was recorded for these options during the three months ended March 31, 2019. The following table summarizes stock option activity under our plans during the three months ended March 31, 2019: Number of Weighted-Average Options Exercise Price Outstanding at January 1, 2019 224,895 $ 15.90 Granted 276,700 2.25 Forfeited (3,333) 2.10 Outstanding at March 31, 2019 498,262 $ 8.40 Exercisable at March 31, 2019 74,836 $ 24.75 As of March 31, 2019, there were 392,398 options that were vested or expected to vest with an aggregate intrinsic value of zero and a remaining weighted average contractual life of 9.4 years. During the three months ended March 31, 2018, there were 219,101 options granted with a weighted average exercise price of $10.65 and 196 options forfeited with a weighted average exercise price of $1,653.45. For the three months ended March 31, 2019 and 2018, we recorded compensation expense for all stock awards of $0.2 million and $0.1 million, respectively, within operating expense in the accompanying statements of operations. As of March 31, 2019, the unrecognized compensation expense related to unvested stock awards was $2.3 million, which is expected to be recognized over a weighted-average period of 2.8 years. |
SALES SERVICE REVENUE, NET AND
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2019 | |
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE [Abstract] | |
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE | 11. SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE ASC Topic 606, āRevenue from contracts with customersā The Company follows the guidance of ASC 606 for the recognition of revenue from contracts with customers to transfer goods and services. 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. Nature of Contracts and Customers The Companyās contracts and related performance obligations are similar for its customers and the sales process for all customers starts 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 patientās 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 āeffort basedā 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 āeffort basedā 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. Service revenue, net for the three months ended March 31, 2019 and 2018 were as follows (prior-period amounts are not adjusted under the modified-retrospective method of adoption): For the Three Months Ended March 31, (dollars in thousands) Diagnostic Testing Biomarker Testing Total 2019 2018 2019 2018 2019 2018 Medicaid $ 3 $ 12 $ ā $ ā $ 3 $ 12 Medicare 394 134 ā ā 394 134 Self-pay 4 26 ā ā 4 26 Third party payers 356 131 ā ā 356 131 Contract diagnostics ā ā 153 488 153 488 Service revenue, net $ 757 $ 303 $ 153 $ 488 $ 910 $ 791 Revenue from the Medicare and Medicaid programs account for a portion of the Companyās 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 Companyās 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, 2019 and December 31, 2018, the deferred revenue was $35,000 and $49,000, respectively. Contractual Allowances and Adjustments We are reimbursed by payers for services we provide. Payments for services covered by payers average less than billed charges. We monitor revenue and receivables from payers 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 payers. Accordingly, the total revenue and receivables reported in our condensed consolidated financial statements are recorded at the amounts expected to be received from these payers. 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 payer/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 payer class during the three months ended March 31, 2019 and 2018. For the Three Months Ended March 31, (dollars in thousands) Contractual Allowances and Revenues, net of Contractual Gross Revenues adjustments Allowances and adjustments 2019 2018 2019 2018 2019 2018 Medicaid $ 3 $ 15 $ ā $ (3) $ 3 $ 12 Medicare 394 137 ā (3) 394 134 Self-pay 4 26 ā ā 4 26 Third party payers 1,017 317 (661) (186) 356 131 Contract diagnostics 153 488 ā ā 153 488 1,571 983 (661) (192) 910 791 Clinical research grants and other 7 5 ā ā 7 5 $ 1,578 $ 988 $ (661) $ (192) $ 917 $ 796 Allowance for Doubtful Accounts The Company provides for a general allowance for collectability of services when recording net sales. The Company has adopted the policy of recognizing net sales to the extent it expects to collect that amount. Reference FASB 954ā605ā45ā5 and ASU 2011ā07, 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 patient service revenues. The following table presents our reported revenues net of the collection allowance and adjustments for the three months ended March 31, 2019 and 2018. For the Three Months Ended March 31, Revenues, net of (dollars in thousands) Contractual Allowances Allowances for doubtful and adjustments accounts Total 2019 2018 2019 2018 2019 2018 Medicaid $ 3 $ 12 $ (3) $ (11) $ ā $ 1 Medicare 394 134 (59) (20) 335 114 Self-pay 4 26 ā ā 4 26 Third party payers 356 131 (142) (53) 214 78 Contract diagnostics 153 488 ā ā 153 488 910 791 (204) (84) 706 707 Clinical research grants and other 7 5 ā ā 7 5 $ 917 $ 796 $ (204) $ (84) $ 713 $ 712 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 managementās 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: (dollars in thousands) March 31, 2019 December 31, 2018 Medicaid $ 81 $ 82 Medicare 782 633 Self-pay 106 108 Third party payers 1,540 1,382 Contract diagnostic services 204 193 Other ā ā $ 2,713 $ 2,398 Less allowance for doubtful accounts (1,912) (1,708) Accounts receivable, net $ 801 $ 690 The following table presents the roll-forward of the allowance for doubtful accounts for the three months ended March 31, 2019. Allowance for Doubtful (dollars in thousands) Accounts Balance, January 1, 2019 $ (1,708) Collection Allowance: Medicaid $ (3) Medicare (59) Third party payers (142) Service revenue, net (204) Bad debt expense $ ā Total charges (204) Balance, March 31, 2019 $ (1,912) |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS Convertible Notes Through the issuance date of this Report on Form 10-Q, approximately $3.7 million of the total $4.1 million of convertible notes that were outstanding at March 31, 2019, plus interest, has been converted into a total of approximately 1,061,069 shares of common stock of the Company. April 2019 Note Issuance. On April 16, 2019, the Company entered into the Amendment No.2 Agreement amending and restating the terms of the 2018 Note Agreement (as first amended pursuant to the Amendment and Restatement dated November 29, 2018). The Amendment No. 2 Agreement provides for the issuance of up to approximately $989,011 of April 2019 Additional Notes and Warrants on substantially the same terms and conditions as the notes and warrants that were issued in connection with the original amendment and restatement. The April 2019 Additional Notes and Warrants shall be purchased no later than May 31, 2019, and were subscribed for by investors that previously participated in the 2018 Note Agreement. Upon issuance of the April 2019 Additional Notes, the Company will calculate any debt issuance costs, including possible beneficial conversion features, and record them as a reduction of the debt in its condensed consolidated balance sheet, similar to the Bridge Notes that the Company issued during 2018 (see Note 7 ā Convertible Notes). The conversion price of the April 2019 Additional Notes shall be equal to the greater of $3.75 or $0.75 above the closing bid price of our common stock on the date prior to the original issue date. In the event the notes are not paid in full prior to 180 days after the original issue date, the conversion price shall be equal to 80% of the lowest volume weighted average price (āVWAPā) in the 10 trading days prior to the date of the notice of conversion, but in no event below the floor price of $2.25. On April 16, 2019, the initial closing of April 2019 Additional Notes provided the Company with approximately $900,000 of gross proceeds for the issuance of notes with an aggregate principal of approximately $989,011. As part of the transaction, the investors also received 146,520 warrants to purchase common stock of the Company exercisable at a price of $5.40 . May 2019 Note Issuance. On May 14, 2019, the Company entered into the May 2019 Note Agreement and May 2019 Transaction, pursuant to which the Company would issue up to approximately $1,098,901 in Senior Secured Convertible Promissory Notes along with warrants. The number of warrants is equal to the number of shares of common stock issuable upon conversion of the notes based on the conversion price at the time of issuance. The warrants have a five year term.The May 2019 Note Agreement includes customary representations, warranties and covenants by the Company and customary closing conditions. The Transaction consists of a series of unregistered Senior Secured Convertible Notes (the āMay 2019 Bridge Notesā), bearing interest at a rate of 8% annually and an original issue discount of 9%. The May 2019 Bridge Notes are convertible at a price of $7.12 per share, provided that (a) if the notes are not repaid within 180 days of the noteās issuance date or (b) upon a Registration Statement (as defined in the May 2019 Note Agreement) being declared effective, whichever occurs earlier, the conversion price shall be adjusted to 80% of the lowest volume weighted average price during the prior 10 days, subject to a minimum conversion price of $2.25 per share. The closing of the May 2019 Transaction provided the Company with proceeds of $1,000,000, net of an original issue discount of 9% and before debt issuance costs, for the issuance of notes with an aggregate principal of $1,098,901. The May 2019 Bridge Notes are payable by the Company on the earlier of (i) April 16, 2020 or (ii) upon the closing of a qualified offering, namely the Company raising gross proceeds of at least $7,000,000 (the āMaturity Dateā). At any time, provided that the Company gives 5 business days written notice, the Company has the right to redeem the outstanding principal amount of the May 2019 Bridge Notes, including accrued but unpaid interest, all liquidated damages and all other amounts due under the May 2019 Bridge Notes, for cash as follows: (i) an amount which is equal to the sum of 105% if the Company exercises its right to redeem the May 2019 Bridge Notes within 90 days of the initial closing, (ii) 110% if the Company exercises its right to redeem the May 2019 Bridge Notes within 180 days of the initial closing, or (iii) 115% if the Company exercises its right to redeem after 180 days from the initial closing. The terms of the May 2019 Note Agreement also stipulate that upon written demand by one of the investors after August 22, 2019, the Company shall file a registration statement within thirty (30) days after written demand covering the resale of all or such portion of the conversion shares for an offering to be made on a continuous basis pursuant to Rule 415. The registration statement filed shall be on Form Sā3 or Form Sā1, at the option of the Company. If the Company does not file a registration statement in accordance with the terms of the May 2019 Note Agreement, then on the business day following the applicable filing date and on each monthly anniversary of the business day following the applicable filing date (if no registration statement shall have been filed by the Company in accordance herewith by such date), the Company shall pay to the investors an amount in cash, as partial liquidated damages, equal to 1% per month (pro-rata for partial months) based upon the gross purchase price of the May 2019 Bridge Notes (calculated on a daily basis) under the May 2019 Note Agreement. The obligations under the May 2019 Bridge Notes are secured, subject to certain exceptions and other permitted payments by a perfected security interest on the assets of the Company. The 9% discount associated with the May 2019 Bridge Notes was approximately $98,901 and was recorded as a debt discount. As part of the closing of the May 2019 Note Agreement, the investors received 154,343 warrants to purchase 154,343 shares of common stock of the Company (the āMay 2019 Warrantsā), exercisable at $9.56. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 3 Months Ended |
Mar. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation. The accompanying condensed consolidated financial statements are presented in conformity with GAAP. As required under GAAP, pursuant to the Reverse Stock Split , unless otherwise indicated, the Company has adjusted all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying condensed consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2018 was derived from our audited balance sheet as of that date. There has been no change in the balance sheet from December 31, 2018, except for the retroactive adjustment to reflect the Reverse Stock Split. The accompanying condensed consolidated financial statements as of and for the three months ended March 31, 2019 and 2018 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, 2018 contained in our Annual Report Form 10āK, filed with the Securities and Exchange Commission (the āSECā) on April 16, 2019. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2019. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements. In February 2016, the FASB issued ASU No. 2016ā02, Leases-Topic 842 . 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 was adopted effective January 1, 2019, using a modified retrospective transition, and thus did not adjust comparative periods. The new standard provides a number of optional practical expedients in transition. The Company has elected the āpackage of practical expedientsā, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company did not elect the use-of-hindsight practical expedient. As a result of the adoption of Topic 842 the Company has recognized approximately $0.7 million of lease liabilities and corresponding right-of-use (āROUā) assets in its condensed consolidated balance sheet on the date of initial application. See Note 7 ā Leases for additional information. In June 2018, the FASB issued ASU 2018-07 ā CompensationāStock Compensation (Topic 718) ā, which expands the scope of Topic 718 to include share based payment transactions for acquiring goods and services from non-employees. The Company adopted this guidance on January 1, 2019. The adoption of this guidance was not material to our condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In August 2018, the FASB issued ASU 2018-13 ā Fair Value Measurement (Topic 820) ā, which modifies certain disclosure requirements in Topic 820, such as the removal of the need to disclose the amount of and reason for transfers between Level 1 and Level 2 of the fair value hierarchy, and several changes related to Level 3 fair value measurements. This ASU is effective for reporting periods beginning after December 15, 2019. We are currently assessing the potential impact that the adoption of this ASU will have on our condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15 ā IntangiblesāGoodwill and OtherāInternal Use Software (Subtopic 350-40) ā, which aligns the requirements for capitalizing implementation costs incurred in a cloud computing hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal use software. This ASU is effective for reporting periods beginning after December 15, 2019. We are currently assessing the potential impact that the adoption of this ASU will have on our condensed consolidated financial statements. |
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 3,100,043 and 633,766 shares of our common stock have been excluded from the computation of diluted loss per share at March 31, 2019 and 2018, 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, 2019 2018 Stock options 498,262 234,670 Warrants 917,563 394,919 Preferred stock 20,888 4,177 Convertible notes 1,663,330 ā Total 3,100,043 633,766 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 2018 Stock options 498,262 234,670 Warrants 917,563 394,919 Preferred stock 20,888 4,177 Convertible notes 1,663,330 ā Total 3,100,043 633,766 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
LONG-TERM DEBT [Abstract] | |
Schedule of debt | Dollars in Thousands March 31, 2019 December 31, 2018 Department of Economic and Community Development (DECD) $ 267 $ 274 DECD debt issuance costs (27) (28) Financed insurance loan 102 204 September 2018 Settlement 57 66 Total long-term debt 399 516 Current portion of long-term debt (161) (263) Long-term debt, net of current maturities $ 238 $ 253 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Instrument [Line Items] | |
Schedule of debt | Dollars in Thousands March 31, 2019 December 31, 2018 Department of Economic and Community Development (DECD) $ 267 $ 274 DECD debt issuance costs (27) (28) Financed insurance loan 102 204 September 2018 Settlement 57 66 Total long-term debt 399 516 Current portion of long-term debt (161) (263) Long-term debt, net of current maturities $ 238 $ 253 |
Convertible Bridge Loan | |
Debt Instrument [Line Items] | |
Summary of change in Bridge Note debt discounts and debt premiums | (Dollars in thousands) 2019 Debt Discounts Debt Premiums Beginning balance at January 1 $ 1,111 $ 647 Deductions: Amortization/accretion (1) (58) (160) Write-off related to note conversions (2) ā (396) Balance at March 31 $ 1,053 $ 91 (1) Amortization/accretion is recognized as interest expense/income within the condensed consolidated statements of operations based on the effective interest method. (2) Write-offs associated with note conversions are recognized as an offset to additional paid-in capital at the time of the conversion. |
Convertible promissory notes - Exchange Notes | |
Debt Instrument [Line Items] | |
Summary of change in Bridge Note debt discounts and debt premiums | (Dollars in thousands) 2019 Beginning balance at January 1 $ 83 Deductions: Amortization (1) (2) Write-off related to note conversions (2) (81) Balance at March 31 $ ā (1) Amortization is recognized as interest expense within the condensed consolidated statements of operations based on the effective interest method. (2) Write-offs associated with note conversions are recognized as an offset to additional paid-in capital at the time of the conversion. |
Convertible Debt [Member] | |
Debt Instrument [Line Items] | |
Schedule of debt | Dollars in Thousands March 31, 2019 December 31, 2018 Convertible bridge notes $ 2,170 $ 4,294 Convertible bridge notes discount and debt issuance costs (1,053) (1,111) Convertible bridge notes premiums 91 647 Convertible promissory notes - Exchange Notes ā 630 Convertible promissory notes - Exchange notes debt issuance costs ā (83) Convertible promissory notes - Crede Note 1,450 ā Convertible promissory notes - Leviston Note 471 ā Total convertible notes 3,129 4,377 Current portion of convertible notes (3,129) (4,377) Convertible notes, net of current maturities $ ā $ ā |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued expenses | (dollars in thousands) March 31, 2019 December 31, 2018 Accrued expenses $ 1,365 $ 1,583 Accrued compensation 187 118 Accrued interest 99 239 $ 1,651 $ 1,940 |
Other current liabilities | (dollars in thousands) March 31, 2019 December 31, 2018 Liability related to equity purchase agreement ā 460 Liability for settlement of equity instrument ā 1,450 $ ā $ 1,910 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Summary of balance sheet presentation of our operating and finance leases | (dollars in thousands) Classification on the Condensed Consolidated Balance Sheet March 31, 2019 Assets: Operating lease assets Operating lease right-of-use assets $ 689 Finance lease assets Property and equipment, net 208 Total lease assets $ 897 Liabilities: Current: Operating lease obligations Current maturities of operating lease liabilities $ 221 Finance lease obligations Current maturities of finance lease liabilities 58 Noncurrent: Operating lease obligations Operating lease liabilities, less current maturities 470 Finance lease obligations Finance lease liabilities, less current maturities 140 Total lease liabilities $ 889 |
Summary of estimated future minimum lease payments for operating leases | (dollars in thousands) Operating Leases Finance Leases Total Remainder of 2019 $ 201 $ 53 $ 254 2020 242 46 288 2021 241 38 279 2022 47 32 79 2023 35 27 62 Thereafter 17 41 58 Total lease obligations 783 237 1,020 Less: Amount representing interest (92) (39) (131) Present value of net minimum lease obligations 691 198 889 Less, current portion (221) (58) (279) Long term portion $ 470 $ 140 $ 610 |
Summary of estimated future minimum lease payments for finance leases | As of March 31, 2019, the estimated future minimum lease payments, excluding non-lease components, are as follows: (dollars in thousands) Operating Leases Finance Leases Total Remainder of 2019 $ 201 $ 53 $ 254 2020 242 46 288 2021 241 38 279 2022 47 32 79 2023 35 27 62 Thereafter 17 41 58 Total lease obligations 783 237 1,020 Less: Amount representing interest (92) (39) (131) Present value of net minimum lease obligations 691 198 889 Less, current portion (221) (58) (279) Long term portion $ 470 $ 140 $ 610 |
Schedule of other information | Weighted-average remaining lease term (years): Operating leases 3.2 Finance leases 4.9 Weighted-average discount rate: Operating leases Finance leases |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stockholders' equity, including warrants and rights | The following represents a summary of the warrants outstanding as of March 31, 2019: Underlying Exercise Issue Year Expiration Shares Price Warrants Assumed in Merger (1) 2014 April 2020 832 $ 1,800.00 (2) 2015 February 2020 1,588 $ 1,008.00 (3) 2015 December 2020 272 $ 747.00 (4) 2016 January 2021 596 $ 544.50 Warrants (5) 2017 June 2022 2,540 $ 41.25 (5) 2017 June 2022 500 $ 7.50 (6) 2017 June 2022 6,095 $ 105.00 (7) 2017 August 2022 32,000 $ 2.25 (8) 2017 August 2022 4,000 $ 46.88 (9) 2017 August 2022 47,995 $ 150.00 (9) 2017 August 2022 9,101 $ 7.50 (10) 2017 August 2022 16,664 $ 2.25 (10) 2017 August 2022 7,335 $ 2.25 (11) 2017 October 2022 666 $ 2.25 (12) 2017 May 2023 25,037 $ 2.25 (13) 2018 October 2022 7,207 $ 112.50 (14) 2018 April 2019 121,611 $ 7.50 (14) 2018 April 2023 121,611 $ 7.50 (15) 2018 October 2022 15,466 $ 11.25 (16) 2018 July 2019 25,501 $ 7.50 (16) 2018 July 2023 25,501 $ 7.50 (16) 2018 August 2019 36,333 $ 7.50 (16) 2018 August 2023 36,333 $ 7.50 (16) 2018 September 2019 36,333 $ 7.50 (16) 2018 September 2023 36,333 $ 7.50 (17) 2018 November 2023 138,941 $ 5.40 (17) 2018 December 2023 161,172 $ 5.40 917,563 (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, 2019, 357 warrants are recorded as a liability, See Note 9 ā Fair Value for further discussion, and 238 are treated as equity. (5) These warrants were issued in connection with a June 2017 merger transaction (the āMergerā). (6) These warrants were issued in connection with the Merger. (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. (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. (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. (14) These warrants were issued in connection with the 2018 Note Agreement. (15) These warrants were issued in connection with the 2018 Note Agreement. (16) These warrants were issued in connection with the 2018 Note Agreement. (17) These warrants were issued in connection with the 2018 Note Agreement and subsequent Amendment Agreement. |
Summary of dividends recorded | The following represents a summary of the dividends recorded for the three months ended March 31, 2018: Amount Recorded Deemed Dividends (in thousands) Dividends resulting from the 2018 Purchase Agreement Deemed Dividend A $ 1,358 Deemed Dividend C 829 Deemed Dividend E 62 Deemed Dividend F 8 Deemed Dividend H * Deemed Dividend J 58 Dividends resulting from the 2018 Inducement Agreement Deemed Dividend B 40 Deemed Dividend D 1,154 Deemed Dividend G 5 Deemed Dividend I * For the three months ended March 31, 2018 $ 3,514 * Represents less than one thousand dollars |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
FAIR VALUE [Abstract] | |
Schedule of Changes in Fair Value of Liability | Dollars in Thousands Three Months Ended March 31, 2019 2016 Warrant 2018 Warrant Total Warrant Liability Liabilities Liabilities Beginning balance at January 1 $ 116 $ 1,016 $ 1,132 Total gain: Revaluation recognized in earnings (23) (217) (240) Balance at March 31 $ 93 $ 799 $ 892 Three Months Ended March 31, 2018 2016 Warrant 2018 Warrant Total Warrant Liability Liabilities Liabilities Beginning balance at January 1 $ 841 $ ā $ 841 Total gain: Revaluation recognized in earnings (261) ā (261) Deductions ā warrant liability settlement (456) ā (456) Balance at March 31 $ 124 $ ā $ 124 |
Schedule of Change in the Fair Value of the Derivative Liabilities | (Dollars in thousands) Three Months Ended March 31, 2019 Bridge Notes Redemption Conversion Total Derivative Feature Option Liabilities Beginning balance at January 1 $ 30 $ 32 $ 62 Deductions: ā (39) (39) Total (gain) loss: Revaluation recognized in earnings (30) 7 (23) Balance at March 31 $ ā $ ā $ ā |
EQUITY INCENTIVE PLAN (Tables)
EQUITY INCENTIVE PLAN (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
EQUITY INCENTIVE PLAN [Abstract] | |
Summary of stock option activity | Number of Weighted-Average Options Exercise Price Outstanding at January 1, 2019 224,895 $ 15.90 Granted 276,700 2.25 Forfeited (3,333) 2.10 Outstanding at March 31, 2019 498,262 $ 8.40 Exercisable at March 31, 2019 74,836 $ 24.75 |
SALES SERVICE REVENUE, NET AN_2
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE [Abstract] | |
Schedule of Net Revenues | For the Three Months Ended March 31, (dollars in thousands) Diagnostic Testing Biomarker Testing Total 2019 2018 2019 2018 2019 2018 Medicaid $ 3 $ 12 $ ā $ ā $ 3 $ 12 Medicare 394 134 ā ā 394 134 Self-pay 4 26 ā ā 4 26 Third party payers 356 131 ā ā 356 131 Contract diagnostics ā ā 153 488 153 488 Service revenue, net $ 757 $ 303 $ 153 $ 488 $ 910 $ 791 |
Schedule of Gross to Net Sales Adjustments | For the Three Months Ended March 31, (dollars in thousands) Contractual Allowances and Revenues, net of Contractual Gross Revenues adjustments Allowances and adjustments 2019 2018 2019 2018 2019 2018 Medicaid $ 3 $ 15 $ ā $ (3) $ 3 $ 12 Medicare 394 137 ā (3) 394 134 Self-pay 4 26 ā ā 4 26 Third party payers 1,017 317 (661) (186) 356 131 Contract diagnostics 153 488 ā ā 153 488 1,571 983 (661) (192) 910 791 Clinical research grants and other 7 5 ā ā 7 5 $ 1,578 $ 988 $ (661) $ (192) $ 917 $ 796 |
Schedule of Reported Revenues Net of Collection Allowance [Table Text Block] | For the Three Months Ended March 31, Revenues, net of (dollars in thousands) Contractual Allowances Allowances for doubtful and adjustments accounts Total 2019 2018 2019 2018 2019 2018 Medicaid $ 3 $ 12 $ (3) $ (11) $ ā $ 1 Medicare 394 134 (59) (20) 335 114 Self-pay 4 26 ā ā 4 26 Third party payers 356 131 (142) (53) 214 78 Contract diagnostics 153 488 ā ā 153 488 910 791 (204) (84) 706 707 Clinical research grants and other 7 5 ā ā 7 5 $ 917 $ 796 $ (204) $ (84) $ 713 $ 712 |
Schedule of Receivables | (dollars in thousands) March 31, 2019 December 31, 2018 Medicaid $ 81 $ 82 Medicare 782 633 Self-pay 106 108 Third party payers 1,540 1,382 Contract diagnostic services 204 193 Other ā ā $ 2,713 $ 2,398 Less allowance for doubtful accounts (1,912) (1,708) Accounts receivable, net $ 801 $ 690 |
Schedule of Allowance for Doubtful Accounts | Allowance for Doubtful (dollars in thousands) Accounts Balance, January 1, 2019 $ (1,708) Collection Allowance: Medicaid $ (3) Medicare (59) Third party payers (142) Service revenue, net (204) Bad debt expense $ ā Total charges (204) Balance, March 31, 2019 $ (1,912) |
BUSINESS DESCRIPTION (Narrative
BUSINESS DESCRIPTION (Narrative) (Details) | May 14, 2019USD ($) | Apr. 30, 2019USD ($)shares | Apr. 25, 2019 | Apr. 16, 2019USD ($) | Jan. 15, 2019USD ($) | Sep. 07, 2018USD ($)shares | Apr. 30, 2019USD ($)shares | Mar. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Mar. 31, 2018USD ($) |
Business Acquisition [Line Items] | ||||||||||
Accumulated Net Income (Loss) | $ 1,700,000 | |||||||||
Working deficiency | (8,500,000) | |||||||||
Net cash used in operating activities | (1,879,000) | $ (1,145,000) | ||||||||
Proceeds from issuance of common stock | 1,726,000 | $ 618,000 | ||||||||
Proceeds from issuance of debt | $ 250,000 | |||||||||
Lincoln Park [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Value of shares issued | $ 10,000,000 | |||||||||
Shares sold in offering (in shares) | shares | 758,076 | 328,590 | ||||||||
Proceeds from issuance of common stock | $ 1,700,000 | $ 1,400,000 | ||||||||
Lincoln Park [Member] | Maximum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Value of shares issued | $ 1,000,000 | $ 10,000,000 | ||||||||
Shares sold in offering (in shares) | shares | 30,000 | |||||||||
Crede Note | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from issuance of common stock | $ 4,000,000 | |||||||||
Subsequent Events | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Reverse stock split | 15 | |||||||||
Subsequent Events | April 2019 Additional Notes and Warrants [Member] | Amendment No. 2 Agreement | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from issuance of debt | $ 989,011 | |||||||||
Subsequent Events | Additional Notes | Amendment No. 2 Agreement | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from issuance of debt | 900,000 | |||||||||
Aggregate principal | $ 989,011 | |||||||||
Subsequent Events | Lincoln Park [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares sold in offering (in shares) | shares | 328,590 | 240,000 | ||||||||
Proceeds from issuance of common stock | $ 1,400,000 | $ 700,000 | ||||||||
Senior Secured Convertible Promissory Notes | Subsequent Events | Securities purchase agreement | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Proceeds from issuance of debt | $ 1,000,000 | |||||||||
Debt issued | $ 1,098,901 | $ 989,011 | $ 989,011 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Recent Accounting Pronouncements) (Details) - USD ($) | Mar. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Lease liabilities | $ 691,000 | $ 750,000 |
Right-of-use assets | $ 689,000 | 750,000 |
ASU 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Lease liabilities | 700,000 | |
Right-of-use assets | $ 700,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Outstanding Securities not Included in the Computation of Diluted Net Loss) (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities not included in the computation of diluted net loss per share | 3,100,043 | 633,766 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities not included in the computation of diluted net loss per share | 498,262 | 234,670 |
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 | 917,563 | 394,919 |
Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities not included in the computation of diluted net loss per share | 20,888 | 4,177 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities not included in the computation of diluted net loss per share | 1,663,330 |
LONG-TERM DEBT (Schedule of Deb
LONG-TERM DEBT (Schedule of Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total debt | $ 399 | $ 516 |
Current portion of long-term debt | (161) | (263) |
Long-term debt, net of current maturities | 238 | 253 |
Department of Economic and Community Development (DECD) | ||
Debt Instrument [Line Items] | ||
Total debt | 267 | 274 |
Debt issuance cost | (27) | (28) |
Financed Insurance Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 102 | 204 |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | (3,129) | (4,377) |
Long-term debt, net of current maturities | 0 | 0 |
Convertible Debt [Member] | Convertible bridge notes | ||
Debt Instrument [Line Items] | ||
Debt issuance cost | (1,053) | (1,111) |
Settlement Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 57 | $ 66 |
LONG-TERM DEBT (Department of E
LONG-TERM DEBT (Department of Economic and Community Development) (Details) - USD ($) | Jan. 08, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jan. 02, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||||
Proceeds from long-term debt | $ 300,000 | ||||
Interest rate (as a percent) | 8.00% | ||||
Service revenue, net | $ 917,000 | 796,000 | |||
Total debt | 399,000 | $ 516,000 | |||
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 | ||||
Debt instrument, term | 10 years | ||||
Debt instrument, maturity date | Dec. 31, 2027 | ||||
Interest rate (as a percent) | 3.25% | ||||
Total debt | 267,000 | 274,000 | |||
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 | 27,000 | $ 28,000 | ||
Amortization of debt issuance cost | 1,000 | $ 1,000 | |||
2019 | 3,000 | ||||
2020 | 3,000 | ||||
2021 | 3,000 | ||||
2022 | 3,000 | ||||
2023 | $ 3,000 |
LONG-TERM DEBT (Financed Insura
LONG-TERM DEBT (Financed Insurance Loan) (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 | Jul. 31, 2018 | Jul. 31, 2017 | |
Debt Instrument [Line Items] | |||||
Interest rate (as a percent) | 8.00% | ||||
Total debt | $ 399,000 | $ 516,000 | |||
Financed Insurance Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 400,000 | $ 400,000 | |||
Interest rate (as a percent) | 4.89% | 4.99% | |||
Maturity date | Jun. 1, 2019 | ||||
Total debt | $ 102,000 | $ 204,000 |
LONG-TERM DEBT (Settlement Agre
LONG-TERM DEBT (Settlement Agreement) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2019 | Jan. 02, 2019 | Dec. 31, 2018 | Sep. 21, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||||
Interest rate (as a percent) | 8.00% | ||||
Total debt | $ 399 | $ 516 | |||
Settlement Agreements | |||||
Debt Instrument [Line Items] | |||||
Total debt | $ 3,200 | ||||
Settlement Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Total debt | $ 57 | 66 | |||
Settlement Agreement [Member] | Settlement Agreements | |||||
Debt Instrument [Line Items] | |||||
Frequency of periodic payment | monthly | ||||
Debt instrument, term | 2 years | ||||
Date of first required payment | Nov. 1, 2018 | ||||
Maturity date | Nov. 1, 2020 | ||||
Debt instrument, face amount | $ 100 | ||||
Interest rate (as a percent) | 10.00% | ||||
Total debt | $ 100 | $ 100 |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Convertible bridge notes premiums | $ 900 | |
Current portion of long-term debt | $ (161) | (263) |
Long-term debt, net of current maturities | 238 | 253 |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes | 3,129 | 4,377 |
Current portion of long-term debt | (3,129) | (4,377) |
Long-term debt, net of current maturities | 0 | 0 |
Convertible bridge notes | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes | 2,170 | 4,294 |
Debt issuance cost | (1,053) | (1,111) |
Convertible bridge notes premiums | 91 | 647 |
Convertible promissory notes - Exchange Notes | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes | 630 | |
Debt issuance cost | $ (83) | |
Crede Note | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes | 1,450 | |
Leviston Note | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes | $ 471 |
CONVERTIBLE NOTES - Bridge Note
CONVERTIBLE NOTES - Bridge Notes (Details) | Feb. 12, 2019USD ($)shares | Nov. 29, 2018USD ($)D$ / sharesshares | Sep. 17, 2018USD ($) | Apr. 20, 2018USD ($) | Apr. 30, 2018USD ($)$ / sharesshares | Mar. 31, 2019USD ($)item$ / sharesshares | Dec. 31, 2018USD ($)itemshares | Sep. 30, 2018USD ($)item$ / sharesshares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)shares | Jan. 02, 2019 | Sep. 20, 2018$ / shares | Sep. 19, 2018$ / shares | Jul. 31, 2018USD ($) | Jun. 30, 2018USD ($) | Aug. 31, 2017$ / shares |
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate (as a percent) | 8.00% | |||||||||||||||
Proceeds from issuance of debt | $ 250,000 | |||||||||||||||
Total debt | 399,000 | $ 516,000 | $ 516,000 | |||||||||||||
Warrant revaluation and modification | (240,000) | $ (261,000) | ||||||||||||||
Derivative liability from debt discount | $ 400,000 | |||||||||||||||
Derivative asset (liability) | 0 | $ 62,000 | ||||||||||||||
Debt premium on debt | $ 900,000 | 900,000 | ||||||||||||||
Warrant liability canceled due to settlement of equity instruments | $ 456,000 | |||||||||||||||
Number of shares converted from debt instrument (in shares) | shares | 120,983 | 93,333 | ||||||||||||||
Conversion of convertible debt plus interest into common stock | $ 1,900,000 | $ 200,000 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 917,563 | |||||||||||||||
Wrote-off of debt discount with an offset to additional paid in capital | $ (315,000) | |||||||||||||||
Write-off debt derivative liability in conjunction with convertible note conversions | 39,000 | |||||||||||||||
Long-term debt, net of current maturities | 238,000 | $ 253,000 | 253,000 | |||||||||||||
Bridge Notes Redemption Feature [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Derivative asset (liability) | $ 30,000 | |||||||||||||||
Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Write-off debt derivative liability in conjunction with convertible note conversions | $ 100,000 | |||||||||||||||
Convertible Promissory Note Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 21 | $ 45 | ||||||||||||||
April 2018 Warrants, First Half | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Class of Warrant or Right, Term | 5 years | |||||||||||||||
April 2018 Warrants, Second Half | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Class of Warrant or Right, Term | 1 year | |||||||||||||||
April 2018 Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stock rights issued (in shares) | shares | shares | 243,223 | |||||||||||||||
Warrants, fair value | $ 1,100,000 | |||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 7.50 | $ 11.25 | ||||||||||||||
Payments of financial advisor fees | $ 116,000 | |||||||||||||||
Advisor fees as a percentage of proceeds | 7.00% | |||||||||||||||
Advisor Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stock rights issued (in shares) | shares | shares | 15,466 | |||||||||||||||
Senior Secured Convertible Promissory Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt discount | $ 400,000 | |||||||||||||||
Conversion of convertible debt plus interest into common stock | $ 2,800,000 | |||||||||||||||
Debt instrument, term | 18 months | |||||||||||||||
Quarter 3 2018 Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stock rights issued (in shares) | shares | shares | 196,337 | |||||||||||||||
Warrants, fair value | $ 700,000 | |||||||||||||||
Quarter 4 2018 Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stock rights issued (in shares) | shares | shares | 300,114 | |||||||||||||||
Debt discounts written-off as a result of the extinguishment of certain Bridge Notes | $ 15,000 | |||||||||||||||
2018 Note Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 3,296,703 | |||||||||||||||
2018 Note Agreement | April 2018 Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion price per share | $ / shares | $ 11.25 | |||||||||||||||
2018 Note Agreement | Advisor Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stock rights issued (in shares) | shares | shares | 15,466 | |||||||||||||||
Convertible Bridge Loan | Quarter 4 2018 Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants, fair value | $ 700,000 | $ 700,000 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 300,114 | 300,114 | ||||||||||||||
Quarter 3 2018 Bridge Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Derivative liability from debt discount | 100,000 | |||||||||||||||
April 2018 Bridge Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of additional drawdowns completed | item | 3 | |||||||||||||||
Derivative liability from debt discount | $ 100,000 | |||||||||||||||
Quarter 4 2018 Bridge Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Total debt | $ 1,400,000 | $ 1,400,000 | ||||||||||||||
Debt discount and debt issuance costs as a reduction of the related debt | 1,100,000 | 1,100,000 | ||||||||||||||
Write off of debt premium with an offset to additional paid in capital | 500,000 | |||||||||||||||
Quarter 4 2018 Bridge Notes | Amendment Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from issuance of debt | $ 1,100,000 | 300,000 | ||||||||||||||
Number of additional drawdowns completed | item | 2 | |||||||||||||||
Total debt | $ 1,100,000 | $ 1,200,000 | 1,200,000 | |||||||||||||
Debt discount | 108,000,000 | 108,000,000 | ||||||||||||||
Convertible Debt [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt, carrying amount | $ 3,129,000 | 4,377,000 | 4,377,000 | |||||||||||||
Number of shares converted from debt instrument (in shares) | shares | 1,061,069 | |||||||||||||||
Conversion of convertible debt plus interest into common stock | $ 3,700,000 | |||||||||||||||
Long-term debt, net of current maturities | $ 0 | 0 | 0 | |||||||||||||
Convertible Debt [Member] | Convertible Bridge Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate (as a percent) | 8.00% | |||||||||||||||
Discount percentage | 9.00% | 9.00% | ||||||||||||||
Conversion threshold percentage of stock price trigger | 80.00% | |||||||||||||||
Convertible debt, threshold consecutive trading days | item | 10 | |||||||||||||||
Conversion price per share | $ / shares | $ 7.50 | |||||||||||||||
Repayment Period | 180 days | |||||||||||||||
Proceeds from issuance of debt | $ 1,300,000 | |||||||||||||||
Total debt | 1,500,000 | |||||||||||||||
Early repayment trigger, amount of gross proceeds | 7,000,000 | |||||||||||||||
Debt Instrument, Period To File Registration Statement | 30 days | |||||||||||||||
Percentage per month charged as damages if registration statement not filed by deadline | 1.00% | |||||||||||||||
Debt discount | 1,053,000 | 1,111,000 | $ 164,000 | 1,111,000 | ||||||||||||
Debt issuance costs, net | $ 164,000 | |||||||||||||||
Beneficial conversion feature | 1,100,000 | |||||||||||||||
Debt, carrying amount | $ 4,500,000 | |||||||||||||||
Debt premium on debt | 91,000 | $ 647,000 | $ 647,000 | |||||||||||||
Number of shares converted from debt instrument (in shares) | shares | 1,112,762 | |||||||||||||||
Conversion of convertible debt plus interest into common stock | $ 2,300,000 | |||||||||||||||
Amortization of debt discount | 58,000 | |||||||||||||||
Amortization of debt premium | $ 160,000 | |||||||||||||||
Convertible Debt [Member] | Convertible Bridge Loan | Amendment Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion threshold percentage of stock price trigger | 80.00% | |||||||||||||||
Convertible debt, threshold consecutive trading days | D | 10 | |||||||||||||||
Conversion price per share | $ / shares | $ 0.75 | |||||||||||||||
Maximum borrowing amount | $ 1,318,681 | |||||||||||||||
Floor price | $ / shares | $ 2.25 | |||||||||||||||
Debt, carrying amount | $ 3,300,000 | |||||||||||||||
Convertible Debt [Member] | Convertible Bridge Loan | Debt Instrument, Redemption, Period One | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, redemption price, percentage | 105.00% | |||||||||||||||
Convertible Debt [Member] | Convertible Bridge Loan | Debt Instrument, Redemption, Period Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, redemption price, percentage | 110.00% | |||||||||||||||
Convertible Debt [Member] | Convertible Bridge Loan | Debt Instrument, Redemption, Period Three | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, redemption price, percentage | 115.00% | |||||||||||||||
Convertible Debt [Member] | Convertible Bridge Loan | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion price per share | $ / shares | $ 4.50 | |||||||||||||||
Convertible Debt [Member] | Convertible Bridge Loan | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, term | 1 year | |||||||||||||||
Convertible Debt [Member] | Convertible Bridge Loan | Maximum | Amendment Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion price per share | $ / shares | $ 3.75 | |||||||||||||||
Convertible Debt [Member] | Quarter 3 2018 Bridge Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Discount percentage | 9.00% | |||||||||||||||
Debt discount | $ 133,000 | |||||||||||||||
Beneficial conversion feature | $ 500,000 | |||||||||||||||
Convertible Debt [Member] | July 2018 Bridge Notes | Debt Instrument, Redemption, Period One | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 1.5 | |||||||||||||||
Convertible Debt [Member] | April 2018 Bridge Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Discount percentage | 9.00% | |||||||||||||||
Proceeds from issuance of debt | $ 1,660,000 | |||||||||||||||
Total debt | $ 1,824,176 | |||||||||||||||
Convertible Debt [Member] | Quarter 4 2018 Bridge Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of shares converted from debt instrument (in shares) | shares | 1,019,430 | |||||||||||||||
Conversion of convertible debt plus interest into common stock | $ 2,100,000 |
CONVERTIBLE NOTES (Bridge Note
CONVERTIBLE NOTES (Bridge Note debt discounts and debt premiums) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Debt premiums | |
Beginning balance | $ 900 |
Convertible Debt [Member] | Convertible Bridge Loan | |
Debt discounts | |
Beginning balance | 1,111 |
Deductions: Amortization/accretion | (58) |
Ending balance | 1,053 |
Debt premiums | |
Beginning balance | 647 |
Deductions: Amortization/accretion | (160) |
Deductions: Write-off related to note conversions | (396) |
Ending balance | $ 91 |
CONVERTIBLE NOTES (Convertible
CONVERTIBLE NOTES (Convertible Promissory Notes - Exchange Notes) (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 12, 2019 | Sep. 17, 2018 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Feb. 28, 2018 |
Debt Instrument [Line Items] | |||||||
Total debt | $ 399 | $ 516 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 917,563 | ||||||
Original debt amount | $ 456 | ||||||
Conversion of convertible debt plus interest into common stock | $ 1,900 | $ 200 | |||||
Number of shares converted from debt instrument (in shares) | 120,983 | 93,333 | |||||
Creditor Warrants Relating to Secured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 7,207 | 7,207 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 112.50 | ||||||
Senior Secured Convertible Promissory Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, term | 18 months | ||||||
Conversion of convertible debt plus interest into common stock | $ 2,800 | ||||||
Settlement Agreements | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | $ 3,200 | ||||||
Warrants and Rights Outstanding | 1,900 | ||||||
Secured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Original debt amount | $ 3,200 | ||||||
Debt Restructured | 6,300 | ||||||
Convertible Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Conversion of convertible debt plus interest into common stock | $ 3,700 | ||||||
Number of shares converted from debt instrument (in shares) | 1,061,069 | ||||||
Convertible Debt [Member] | Convertible promissory notes - Exchange Notes | |||||||
Debt Instrument [Line Items] | |||||||
Conversion of convertible debt plus interest into common stock | $ 600 | $ 2,200 | $ 2,800 | ||||
Number of shares converted from debt instrument (in shares) | 155,351 | 291,562 | 446,913 |
CONVERTIBLE NOTES (Exchange Not
CONVERTIBLE NOTES (Exchange Note debt discounts) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Debt discounts | ||
Write off of derivative liability | $ 400 | |
Offset by additional paid in capital | $ 39 | |
Maximum | ||
Debt discounts | ||
Offset by additional paid in capital | 100 | |
Convertible promissory notes - Exchange Notes | Convertible Debt [Member] | ||
Debt discounts | ||
Beginning balance | 83 | |
Deductions: Amortization/accretion | (2) | |
Deductions: Write-off related to note conversions | $ (81) | |
Ending balance | $ 83 |
CONVERTIBLE NOTES (Convertibl_2
CONVERTIBLE NOTES (Convertible Promissory Notes) (Details) $ in Thousands | Feb. 12, 2019USD ($)shares | Jan. 29, 2019USD ($)installmentshares | Jan. 15, 2019USD ($) | Feb. 09, 2018shares | Mar. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)shares |
Debt Instrument [Line Items] | ||||||||
Payments on notes | $ 109 | $ 116 | ||||||
Conversion of convertible debt plus interest into common stock | $ 1,900 | $ 200 | ||||||
Number of shares converted from debt instrument (in shares) | shares | 120,983 | 93,333 | ||||||
Long-term debt, net of current maturities | 238 | $ 253 | $ 253 | |||||
Proceeds from issuance of common stock | 1,726 | $ 618 | ||||||
Proceeds from issuance of debt | 250 | |||||||
Crede Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments on notes | 0 | |||||||
Conversion of convertible debt plus interest into common stock | 0 | |||||||
Issuance of convertible notes | $ 1,450 | |||||||
Conversion price based on closing bid price of common stock on the date prior to each conversion date (as a percent) | 90.00% | |||||||
Proceeds from issuance of common stock | $ 4,000 | |||||||
Beneficial Ownership Cap | 4.99% | |||||||
Leviston Resources LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion of convertible debt plus interest into common stock | $ 200 | |||||||
Number of shares converted from debt instrument (in shares) | shares | 73,333 | 0 | ||||||
Long-term debt, net of current maturities | $ 500 | |||||||
Beneficial Ownership Cap | 4.99% | |||||||
New shares issued (in shares) | shares | 10,000 | 48,076 | ||||||
Percentage of daily average composite trading volume | 10.00% | |||||||
Settled Litigation | Crede Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance of convertible notes | $ 1,450 | |||||||
Settled Litigation | Leviston Resources LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Issuance of convertible notes | $ 700 | |||||||
Number of equal monthly installments | installment | 14 | |||||||
Maximum | Crede Note | ||||||||
Debt Instrument [Line Items] | ||||||||
New shares issued (in shares) | shares | 10,000 | |||||||
Percentage of daily average composite trading volume | 10.00% | |||||||
Maximum | Leviston Resources LLC | ||||||||
Debt Instrument [Line Items] | ||||||||
Payments on notes | $ 100 | |||||||
Minimum | Settled Litigation | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of common stock | $ 4,000 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Accrued Expenses) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 1,365 | $ 1,583 |
Accrued compensation | 187 | 118 |
Accrued interest | 99 | 239 |
Accrued expenses | $ 1,651 | $ 1,940 |
ACCRUED EXPENSES AND OTHER CU_4
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Other Current Liabilities) (Details) | Dec. 31, 2018USD ($) |
Payables and Accruals [Abstract] | |
Liability related to equity purchase agreement | $ 460,000 |
Liability for settlement of equity instrument | 1,450,000 |
Other Liabilities, Current, Total | $ 1,910,000 |
ACCRUED EXPENSES AND OTHER CU_5
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Narrative) (Details) - USD ($) | Mar. 12, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jan. 29, 2019 | Jan. 15, 2019 |
Reduction in Certain Accrued Expense and Accounts Payable | $ 200,000 | $ 100,000 | ||||
Common stock warrant liabilities | 892,000 | $ 1,132,000 | ||||
Gain in warrant revaluation | 200,000 | |||||
Gain (loss) on settlement of equity instrments | 167,000 | 141,000 | ||||
Proceeds from convertible notes | 250,000 | |||||
Liability related to equity purchase agreement | 460,000 | |||||
Other current liabilities | ||||||
Liability related to equity purchase agreement | 500,000 | |||||
Crede Note | ||||||
Settlement liability | $ 1,500,000 | 1,100,000 | ||||
Warrants, fair value | $ 400,000 | |||||
Gain (loss) on settlement of equity instrments | $ (400,000) | |||||
Issuance of convertible notes | $ 1,450,000 | |||||
Settled Litigation | Crede Note | ||||||
Litigation Settlement, Amount Awarded to Other Party | $ 1,925,000 | |||||
Liability For Settlement Payment Period | 16 months | |||||
Settlement payable | $ 400,000 | |||||
Damages paid | $ 500,000 | |||||
Issuance of convertible notes | $ 1,450,000 | |||||
Settled Litigation | Leviston Resources LLC | ||||||
Issuance of convertible notes | $ 700,000 | |||||
Settled Litigation | Leviston Resources LLC | Crede Note | Accrued expenses | ||||||
Issuance of convertible notes | $ 200,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) | Apr. 02, 2019 | Jan. 02, 2019 | Mar. 21, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Loss Contingencies [Line Items] | |||||
Interest rate (as a percent) | 8.00% | ||||
Accounts Payable | |||||
Loss Contingencies [Line Items] | |||||
Other Commitment | $ 1,300,000 | $ 1,500,000 | |||
Settlement Agreements | |||||
Loss Contingencies [Line Items] | |||||
Repayments of debt to service provider | $ 600,000 | 200,000 | |||
Outstanding debt | 1,500,000 | ||||
(Gain) loss on extinguishment of debt | $ 900,000 | ||||
XIFIN, Inc. | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought | 270,000 | ||||
Loss contingency accrual | 100,000 | ||||
CPA Global | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought | 200,000 | ||||
Loss contingency accrual | $ 100,000 | $ 100,000 | |||
Bio-Rad Laboratories | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement in favor of other party, amount | $ 39,000 | ||||
Loss Contingency Accrual, Payments | $ 39,000 | ||||
Bio-Rad Laboratories | Subsequent Events | |||||
Loss Contingencies [Line Items] | |||||
Loss Contingency Accrual, Payments | $ 0 | ||||
Damages paid | $ 39,000 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Jan. 01, 2019USD ($)item | Mar. 31, 2019USD ($) |
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets | $ 750,000 | $ 689,000 |
Lease liabilities | $ 750,000 | 691,000 |
Operating leases | 72,000 | |
Right-of-use assets obtained in exchange for lease obligations | $ 750,000 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Facility leases | item | 1 | |
Renewal term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Renewal term | 5 years | |
ASU 2016-02 | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets | $ 700,000 | |
Lease liabilities | 700,000 | |
Deferred rent | 6,000 | |
Current prepaid expense | 6,000 | |
Cumulative effect adjustment | $ 0 |
LEASES - Operating and Financin
LEASES - Operating and Financing leases (Details) - USD ($) | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Balance sheet presentation of our operating and financing leases | |||
Operating lease right-of-use assets | $ 689,000 | $ 750,000 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Operating lease right-of-use assets | ||
Finance lease assets | $ 208,000 | ||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant and Equipment, Net | ||
Total lease assets | $ 897,000 | ||
Operating lease obligations, current | $ 221,000 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Operating lease obligations, current | ||
Finance lease obligations | $ 58,000 | $ 57,000 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Finance lease obligations | ||
Operating lease liabilities, less current maturities | $ 470,000 | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating lease liabilities, less current maturities | ||
Finance lease liabilities, less current maturities | $ 140,000 | $ 155,000 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Finance lease liabilities, less current maturities | ||
Total lease liabilities | $ 889,000 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) - USD ($) | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating leases, estimated future minimum lease payments | |||
Remainder of 2019 | $ 201,000 | ||
2020 | 242,000 | ||
2021 | 241,000 | ||
2022 | 47,000 | ||
2023 | 35,000 | ||
Thereafter | 17,000 | ||
Total lease obligations | 783,000 | ||
Less: Amount representing interest | (92,000) | ||
Present value of net minimum lease obligations | 691,000 | $ 750,000 | |
Less, current portion | (221,000) | ||
Long term portion | 470,000 | ||
Finance leases, estimated future minimum lease payments | |||
Remainder of 2019 | 53,000 | ||
2020 | 46,000 | ||
2021 | 38,000 | ||
2022 | 32,000 | ||
2023 | 27,000 | ||
Thereafter | 41,000 | ||
Total lease obligations | 237,000 | ||
Less: Amount representing interest | (39,000) | ||
Finance Lease, Liability, Total | 198,000 | ||
Less, current portion | (58,000) | $ (57,000) | |
Long term portion | 140,000 | $ 155,000 | |
Remainder of 2019 | 254,000 | ||
2020 | 288,000 | ||
2021 | 279,000 | ||
2022 | 79,000 | ||
2023 | 62,000 | ||
Thereafter | 58,000 | ||
Total lease obligations | 1,020,000 | ||
Less: Amount representing interest | (131,000) | ||
Total lease liabilities | 889,000 | ||
Less, current portion | (279,000) | ||
Long term portion | $ 610,000 |
LEASES - Operating and Financ_2
LEASES - Operating and Financing Lease Cost (Details) - USD ($) $ in Millions | Jan. 01, 2019 | Mar. 31, 2019 |
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | $ 0.1 | |
Finance leases, amortization expense and interest | $ 0.1 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Renewal term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Renewal term | 5 years |
LEASES - Other Information (Det
LEASES - Other Information (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Operating leases (in years) | 3 years 2 months 12 days |
Finance leases (in years) | 4 years 10 months 24 days |
Operating leases discount rate | 8.00% |
Finance leases discount rate | 7.25% |
STOCKHOLDERS' EQUITY (Common St
STOCKHOLDERS' EQUITY (Common Stock, 2018 Purchase Agreement and LP Purchase Agreement) (Details) | Apr. 30, 2019USD ($)shares | Apr. 25, 2019 | Feb. 12, 2019USD ($)shares | Jan. 29, 2019USD ($)shares | Sep. 14, 2018shares | Sep. 07, 2018USD ($)$ / sharesshares | Feb. 09, 2018USD ($)$ / sharesshares | Feb. 08, 2018USD ($) | Jul. 31, 2017shares | Apr. 30, 2019USD ($)shares | Mar. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2018USD ($)shares | Mar. 31, 2018USD ($)shares | Dec. 31, 2018USD ($)shares | Jan. 01, 2019shares | Dec. 20, 2018shares | Sep. 06, 2018shares | ||
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 | 150,000,000 | 250,000,000 | 150,000,000 | ||||||||||||||
Conversion of convertible notes into common stock (in shares) | 120,983 | 93,333 | ||||||||||||||||||
Common stock, shares outstanding (in shares) | 4,304,929 | 2,298,738 | 2,298,738 | 2,298,738 | 1,543,724 | |||||||||||||||
Issuance of common stock, net of issuance costs | $ | $ 1,726,000 | $ 618,000 | ||||||||||||||||||
Liability recorded related to equity purchase agreement repricing | $ | $ 460,000 | |||||||||||||||||||
Liability related to equity purchase agreement | $ | $ 460,000 | $ 460,000 | $ 460,000 | |||||||||||||||||
Number of shares converted from debt instrument (in shares) | 120,983 | 93,333 | ||||||||||||||||||
Conversion of debt into stock | $ | $ 1,900,000 | $ 200,000 | ||||||||||||||||||
Liability for settlement of equity instrument | $ | 1,450,000 | 1,450,000 | 1,450,000 | |||||||||||||||||
Other current liabilities | $ | 1,910,000 | 1,910,000 | $ 1,910,000 | |||||||||||||||||
Proceeds from exercise of warrants | $ | $ 225,000 | |||||||||||||||||||
Common Stock | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Conversion of convertible notes into common stock (in shares) | 1,248,115 | [1] | 20,000 | |||||||||||||||||
Number of shares converted (in shares) | [1] | (431,022) | ||||||||||||||||||
Number of shares converted from debt instrument (in shares) | 1,248,115 | [1] | 20,000 | |||||||||||||||||
Warrant exercises in period | 20,000 | |||||||||||||||||||
Proceeds from exercise of warrants | $ | $ 200,000 | |||||||||||||||||||
Leviston Resources LLC | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Proceeds from sale of stock | $ | $ 750,000 | |||||||||||||||||||
Proceeds from Issuance of Private Placement | $ | $ 750,000 | |||||||||||||||||||
Common Stock | Bridge Loan | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Conversion of convertible notes into common stock (in shares) | 23,999 | |||||||||||||||||||
Number of shares converted from debt instrument (in shares) | 23,999 | |||||||||||||||||||
Series B Preferred Stock | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock issued on conversion of preferred shares | 208,000 | |||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of shares converted (in shares) | 2,548 | |||||||||||||||||||
Common stock issued on conversion of preferred shares | 223,022 | 223,022 | ||||||||||||||||||
Stock Not Issued, Shares | 4,000 | |||||||||||||||||||
Preferred Class B | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of shares converted (in shares) | 2,340 | |||||||||||||||||||
Common stock issued on conversion of preferred shares | 208,000 | |||||||||||||||||||
Subsequent Events | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Reverse stock split | 15 | |||||||||||||||||||
Leviston Resources LLC | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Issuance costs | $ | $ 132,000 | |||||||||||||||||||
Conversion of convertible notes into common stock (in shares) | 73,333 | 0 | ||||||||||||||||||
Issuance of common stock for consulting services in connection with the merger (in shares) | 11,380 | |||||||||||||||||||
New shares issued (in shares) | 10,000 | 48,076 | ||||||||||||||||||
Beneficial Ownership Cap | 4.99% | |||||||||||||||||||
Equity Purchase Agreement | $ | $ 8,000,000 | |||||||||||||||||||
Equity Purchase Agreement, Commitment Fee Percentage | 5.25% | |||||||||||||||||||
Equity Purchase Agreement, Commitment Fee Installment Percentage | 1.75% | |||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 15.60 | |||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 11,380 | |||||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ | $ 140,000 | |||||||||||||||||||
Accruals for potential obligations to the Investor | $ | $ 700,000 | $ 700,000 | $ 700,000 | |||||||||||||||||
Number of shares converted from debt instrument (in shares) | 73,333 | 0 | ||||||||||||||||||
Conversion of debt into stock | $ | $ 200,000 | |||||||||||||||||||
Leviston Resources LLC | Settled Litigation | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Issuance of convertible notes | $ | $ 700,000 | |||||||||||||||||||
Lincoln Park [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
New shares issued (in shares) | 466,666 | 40,000 | 1,000,000 | |||||||||||||||||
Value of shares issued | $ | $ 10,000,000 | |||||||||||||||||||
Maximum percentage of shares issued | 19.99% | |||||||||||||||||||
Maximum number of shares issued | 308,590 | |||||||||||||||||||
Beneficial Ownership Cap | 4.99% | |||||||||||||||||||
Shares sold in offering (in shares) | 758,076 | 328,590 | ||||||||||||||||||
Issuance of common stock, net of issuance costs | $ | $ 1,700,000 | $ 1,400,000 | ||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 7.05 | |||||||||||||||||||
Lincoln Park [Member] | Subsequent Events | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Shares sold in offering (in shares) | 328,590 | 240,000 | ||||||||||||||||||
Issuance of common stock, net of issuance costs | $ | $ 1,400,000 | $ 700,000 | ||||||||||||||||||
Minimum | Settled Litigation | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Issuance of common stock, net of issuance costs | $ | $ 4,000,000 | |||||||||||||||||||
Minimum | Lincoln Park [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 1.50 | |||||||||||||||||||
Maximum | Lincoln Park [Member] | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Value of shares issued | $ | $ 1,000,000 | $ 10,000,000 | ||||||||||||||||||
Shares sold in offering based on market price | 36,666 | |||||||||||||||||||
Shares sold in offering (in shares) | 30,000 | |||||||||||||||||||
[1] | The common stock shares and additional paid-in capital for all periods presented reflect the one-for fifteen reverse stock split which took effect on April 26, 2019. |
STOCKHOLDERS' EQUITY (Preferred
STOCKHOLDERS' EQUITY (Preferred Stock) (Details) - shares | Mar. 31, 2019 | Dec. 31, 2018 |
Stockholders' Equity Note [Abstract] | ||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
STOCKHOLDERS' EQUITY (Series A
STOCKHOLDERS' EQUITY (Series A Senior Preferred Stock) (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 12, 2019 | Dec. 31, 2018 | Mar. 31, 2019 |
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 | |
Number of shares converted from debt instrument (in shares) | 120,983 | 93,333 | |
Conversion of convertible debt plus interest into common stock | $ 1.9 | $ 0.2 | |
Preferred stock, shares outstanding (in shares) | 47 | 47 | |
Preferred stock, shares issued (in shares) | 47 | 47 |
STOCKHOLDERS' EQUITY (Series B
STOCKHOLDERS' EQUITY (Series B Preferred Stock) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Aug. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Feb. 28, 2018 | Dec. 31, 2017 | Nov. 30, 2017 | Aug. 25, 2017 | |
Class of Stock [Line Items] | ||||||||
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 outstanding (in shares) | 47 | 47 | ||||||
Preferred stock, shares issued (in shares) | 47 | 47 | ||||||
Offering Warrants | ||||||||
Class of Stock [Line Items] | ||||||||
Stock rights issued (in shares) | 178,666 | |||||||
Exercise price (in dollars per share) | $ 45 | $ 11.25 | $ 15.60 | $ 21 | ||||
Proceeds from issuance of warrants | $ 0 | $ 225,000 | ||||||
Preferred Class B | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||||
Number of shares converted (in shares) | 2,340 | |||||||
Common stock issued on conversion of preferred shares | 208,000 | |||||||
Preferred stock, shares authorized (in shares) | 6,900 | 6,900 | ||||||
Preferred stock, shares outstanding (in shares) | 47 | |||||||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | |||||||
2018 Inducement Agreement | Preferred Class B | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion price (in dollars per share) | $ 11.25 | $ 15.60 | ||||||
2018 Inducement Agreement | Preferred Class B | Deemed Dividend B | ||||||||
Class of Stock [Line Items] | ||||||||
Beneficial conversion feature | $ 40,000,000 | |||||||
2018 Purchase Agreement | Preferred Class B | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion price (in dollars per share) | $ 15.60 | $ 21 | ||||||
2018 Purchase Agreement | Preferred Class B | Deemed Dividend A | ||||||||
Class of Stock [Line Items] | ||||||||
Beneficial conversion feature | $ 1,400,000 |
STOCKHOLDERS' EQUITY (Series C
STOCKHOLDERS' EQUITY (Series C Preferred Stock) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Nov. 06, 2017 | |
Class of Stock [Line Items] | ||||
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 outstanding (in shares) | 47 | 47 | ||
Preferred stock, shares issued (in shares) | 47 | 47 | ||
Series C Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||
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 | 223,022 | 223,022 | ||
Placement Agreement | Series C Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion price (in dollars per share) | $ 21 | |||
2018 Purchase Agreement | Series C Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion price (in dollars per share) | $ 15.60 | |||
Beneficial conversion feature | $ 0.8 |
STOCKHOLDERS' EQUITY (Preferr_2
STOCKHOLDERS' EQUITY (Preferred Stock Induced Conversions) (Details) - USD ($) | Mar. 31, 2019 | Feb. 12, 2019 | Mar. 21, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | 15,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Number of shares converted from debt instrument (in shares) | 120,983 | 93,333 | |||
Conversion of convertible debt plus interest into common stock | $ 1,900,000 | $ 200,000 | |||
Warrants exercised | 20,000 | ||||
Preferred stock, shares outstanding (in shares) | 47 | 47 | 47 | ||
Preferred stock, shares issued (in shares) | 47 | 47 | 47 | ||
Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Shares not converted | 47 | ||||
Preferred Stock [Member] | 2018 Inducement Agreement | |||||
Class of Stock [Line Items] | |||||
Conversion price (in dollars per share) | $ 11.25 | ||||
Exercise price (in dollars per share) | $ 11.25 | $ 11.25 | $ 15.60 | ||
Warrants, fair value | $ 1,200,000 | $ 1,200,000 | |||
Convertible Preferred Stock [Member] | Preferred Stock Induced Conversions, First Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Class of Warrant or Right, Warrants or Rights Exercised | 44,444 | ||||
Convertible Preferred Stock [Member] | Preferred Stock Induced Conversions, Second Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Issuance of warrants in conjunction with issuance of side agreement | $ 33,333 |
STOCKHOLDERS' EQUITY (Common _2
STOCKHOLDERS' EQUITY (Common Stock Warrants) (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Stockholders' Equity Note [Abstract] | ||
Underlying shares (in shares) | 917,563 | |
Preferred stock, shares outstanding (in shares) | 47 | 47 |
Preferred stock issued, value |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Warrants) (Details) - $ / shares | Mar. 31, 2019 | Mar. 31, 2018 |
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 917,563 | |
Warrants Assumed in Merger, Expiring April 2020 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 832 | |
Exercise price (in dollars per share) | $ 1,800 | |
Warrants Assumed in Merger, Expiring February 2020 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 1,588 | |
Exercise price (in dollars per share) | $ 1,008 | |
Warrants Assumed in Merger, Expiring December 2020 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 272 | |
Exercise price (in dollars per share) | $ 747 | |
Warrants Assumed in Merger, Expiring January 2021, Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 596 | |
Exercise price (in dollars per share) | $ 544.50 | |
Warrants outstanding (in shares) | 238 | |
Warrants Not Assumed in Merger, Expiring June 2022, Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 2,540 | |
Exercise price (in dollars per share) | $ 41.25 | |
Warrants Not Assumed in Merger, Expiring June 2022, Group B [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 500 | |
Exercise price (in dollars per share) | $ 7.50 | |
Warrants Not Assumed In Merger, Expiring June 2022 Group C [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 6,095 | |
Exercise price (in dollars per share) | $ 105 | |
Warrants Not Assumed in Merger, Expiring August 2022, Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 32,000 | |
Exercise price (in dollars per share) | $ 2.25 | |
Warrants Not Assumed in Merger, Expiring August 2022, Group B [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 4,000 | |
Exercise price (in dollars per share) | $ 46.880 | |
Warrants Not Assumed in Merger, Expiring August 2022, Group C [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 47,995 | |
Exercise price (in dollars per share) | $ 150 | |
Warrants Not Assumed in Merger, Expiring August 2022, Group D [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 9,101 | |
Exercise price (in dollars per share) | $ 7.50 | |
Warrants Not Assumed In Merger, Expiring August 2022 Group E [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 16,664 | |
Exercise price (in dollars per share) | $ 2.25 | |
Warrants Not Assumed In Merger, Expiring August2022 Group F [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 7,335 | |
Exercise price (in dollars per share) | $ 2.25 | |
Warrants Not Assumed in Merger, Expiring October 2022 Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 666 | |
Exercise price (in dollars per share) | $ 2.25 | |
Warrants Not Assumed in Merger, Expiring May 2023 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 25,037 | |
Exercise price (in dollars per share) | $ 2.25 | |
Warrants Not Assumed in Merger, Expiring October 2022 Group B [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 7,207 | |
Exercise price (in dollars per share) | $ 112.50 | |
Warrants Not Assumed in Merger, Expiring April 2019 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 121,611 | |
Exercise price (in dollars per share) | $ 7.50 | |
Warrants Not Assumed in Merger, Expiring April 2023 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 121,611 | |
Exercise price (in dollars per share) | $ 7.50 | |
Warrants Not Assumed in Merger, Expiring October 2022 Group C [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 15,466 | |
Exercise price (in dollars per share) | $ 11.25 | |
Warrants Not Assumed In Merger, Expiring July 2019 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 25,501 | |
Exercise price (in dollars per share) | $ 7.50 | |
Warrants Not Assumed In Merger, Expiring July 2023 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 25,501 | |
Exercise price (in dollars per share) | $ 7.50 | |
Warrants Not Assumed In Merger, Expiring August 2019 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 36,333 | |
Exercise price (in dollars per share) | $ 7.50 | |
Warrants Not Assumed In Merger, Expiring August 2023 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 36,333 | |
Exercise price (in dollars per share) | $ 7.50 | |
Warrants Not Assumed In Merger, Expiring September 2019 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 36,333 | |
Exercise price (in dollars per share) | $ 7.50 | |
Warrants Not Assumed In Merger, Expiring September 2023 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 36,333 | |
Exercise price (in dollars per share) | $ 7.50 | |
Warrants Not Assumed In Merger, Expiring November 2023 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 138,941 | |
Exercise price (in dollars per share) | $ 5.40 | |
Warrants Not Assumed In Merger, Expiring December 2023 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 161,172 | |
Exercise price (in dollars per share) | $ 5.40 | |
2016 Warrant Liability [Member] | ||
Class of Stock [Line Items] | ||
Warrants outstanding (in shares) | 357 | 357 |
STOCKHOLDERS' EQUITY (New Bridg
STOCKHOLDERS' EQUITY (New Bridge Warrants) (Details) - $ / shares | Mar. 31, 2019 | Aug. 31, 2017 |
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 917,563 | |
Bridge Loan | Common Stock | ||
Class of Stock [Line Items] | ||
Exercise price (in dollars per share) | $ 21 | $ 45 |
STOCKHOLDERS' EQUITY (Side Warr
STOCKHOLDERS' EQUITY (Side Warrants) (Details) | Mar. 31, 2019shares |
Class of Warrant or Right [Line Items] | |
Underlying shares (in shares) | 917,563 |
STOCKHOLDERS' EQUITY (Offering
STOCKHOLDERS' EQUITY (Offering Warrants) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Feb. 28, 2018 | Aug. 31, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | Nov. 30, 2017 | |
Class of Stock [Line Items] | |||||
Warrants exercised | 20,000 | ||||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Warrants and Rights Outstanding, Term | 5 years | ||||
Offering Warrants | |||||
Class of Stock [Line Items] | |||||
Stock rights issued (in shares) | 178,666 | ||||
Exercise price (in dollars per share) | $ 15.60 | $ 45 | $ 11.25 | $ 21 | |
Deemed dividend | $ 62,000 | ||||
Warrants exercised | 0 | 20,000 | |||
Proceeds from issuance of warrants | $ 0 | $ 225,000 | |||
Intrinsic value of warrants exercisable | $ 0 |
STOCKHOLDERS' EQUITY (Represent
STOCKHOLDERS' EQUITY (Representative Warrants) (Details) | Mar. 31, 2019shares |
Equity [Abstract] | |
Underlying shares (in shares) | 917,563 |
STOCKHOLDERS' EQUITY (Series _2
STOCKHOLDERS' EQUITY (Series A Conversion Warrants) (Details) | Mar. 31, 2019shares |
Equity [Abstract] | |
Underlying shares (in shares) | 917,563 |
STOCKHOLDERS' EQUITY (Series _3
STOCKHOLDERS' EQUITY (Series C Warrants) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Nov. 30, 2017 | |
Class of Stock [Line Items] | ||||
Underlying shares (in shares) | 917,563 | |||
Warrants exercised | 20,000 | |||
Series C Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Underlying shares (in shares) | 130,857 | |||
Exercise price (in dollars per share) | $ 24.45 | |||
Warrants and Rights Outstanding, Term | 5 years | |||
Percentage of outstanding shares owned threshold prior to exercise of warrants | 4.99% | |||
Percentage of outstanding shares owned threshold after exercise of warrants | 9.99% | |||
2018 Inducement Agreement | ||||
Class of Stock [Line Items] | ||||
Deemed dividend | $ 3,514,000 | |||
2018 Purchase Agreement | Deemed Dividend J | ||||
Class of Stock [Line Items] | ||||
Deemed dividend | $ 58,000 | |||
2018 Purchase Agreement | Series C Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 15.60 | $ 11.25 | ||
2018 Purchase Agreement | Series C Warrants [Member] | Deemed Dividend J | ||||
Class of Stock [Line Items] | ||||
Deemed dividend | $ 58,000 |
STOCKHOLDERS' EQUITY (Convertib
STOCKHOLDERS' EQUITY (Convertible Promissory Note Warrants) (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Feb. 28, 2018 | Aug. 31, 2017 | |
Convertible Promissory Note Warrants | ||||
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 21 | $ 45 | ||
2018 Inducement Agreement | ||||
Class of Stock [Line Items] | ||||
Deemed dividend | $ 3,514,000 | |||
2018 Inducement Agreement | Convertible Promissory Note Warrants | ||||
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 11.25 | |||
2018 Purchase Agreement | Convertible Promissory Note Warrants | ||||
Class of Stock [Line Items] | ||||
Exercise price (in dollars per share) | $ 15.60 | |||
Maximum | 2018 Inducement Agreement | Convertible Promissory Note Warrants | ||||
Class of Stock [Line Items] | ||||
Deemed dividend | $ 1,000 | |||
Maximum | 2018 Purchase Agreement | Convertible Promissory Note Warrants | ||||
Class of Stock [Line Items] | ||||
Deemed dividend | $ 1,000 |
STOCKHOLDERS' EQUITY (Note Conv
STOCKHOLDERS' EQUITY (Note Conversion Warrants) (Details) - USD ($) | Feb. 12, 2019 | Jul. 31, 2017 | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Aug. 31, 2017 |
Class of Stock [Line Items] | ||||||
Conversion of debt into stock | $ 1,900,000 | $ 200,000 | ||||
Conversion of convertible notes into common stock (in shares) | 120,983 | 93,333 | ||||
2018 Inducement Agreement | ||||||
Class of Stock [Line Items] | ||||||
Deemed dividend | $ 3,514,000 | |||||
2018 Inducement Agreement | Deemed Dividend G | ||||||
Class of Stock [Line Items] | ||||||
Deemed dividend | 5,000 | |||||
2018 Purchase Agreement | Deemed Dividend J | ||||||
Class of Stock [Line Items] | ||||||
Deemed dividend | 58,000 | |||||
2018 Purchase Agreement | Deemed Dividend F | ||||||
Class of Stock [Line Items] | ||||||
Deemed dividend | $ 8,000 | |||||
Bridge Loan | 2018 Inducement Agreement | Deemed Dividend G | ||||||
Class of Stock [Line Items] | ||||||
Deemed dividend | $ 5,000 | |||||
Bridge Loan | 2018 Purchase Agreement | Deemed Dividend F | ||||||
Class of Stock [Line Items] | ||||||
Deemed dividend | $ 8,000 | |||||
Bridge Loan | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion of convertible notes into common stock (in shares) | 23,999 | |||||
Exercise price (in dollars per share) | $ 21 | $ 45 | ||||
Bridge Loan | Common Stock | 2018 Inducement Agreement | ||||||
Class of Stock [Line Items] | ||||||
Exercise price (in dollars per share) | 11.25 | |||||
Bridge Loan | Common Stock | 2018 Purchase Agreement | ||||||
Class of Stock [Line Items] | ||||||
Exercise price (in dollars per share) | $ 15.60 |
STOCKHOLDERS' EQUITY (Remaining
STOCKHOLDERS' EQUITY (Remaining Warrants) (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 20, 2018 | Apr. 30, 2018 | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2019 | Sep. 20, 2018 | Sep. 19, 2018 | Feb. 28, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||||||||
Class of warrant, number of securities called by warrants | 917,563 | ||||||||
Creditor Warrants Relating to Secured Debt [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant, number of securities called by warrants | 7,207 | 7,207 | |||||||
Exercise price (in dollars per share) | $ 112.50 | ||||||||
April 2018 Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Stock rights issued (in shares) | 243,223 | ||||||||
Exercise price (in dollars per share) | $ 7.50 | $ 11.25 | |||||||
Warrants, fair value | $ 1.1 | ||||||||
April 2018 Warrants, First Half | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or right, term | 5 years | ||||||||
April 2018 Warrants, Second Half | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant or right, term | 1 year | ||||||||
Advisor Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Stock rights issued (in shares) | 15,466 | ||||||||
Quarter 3 2018 Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Stock rights issued (in shares) | 196,337 | ||||||||
Warrants, fair value | $ 0.7 | ||||||||
Warrants Not Assumed In Merger, Expiring November 2023 [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant, number of securities called by warrants | 138,941 | ||||||||
Exercise price (in dollars per share) | $ 5.40 | ||||||||
Warrants Not Assumed In Merger, Expiring December 2023 [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Class of warrant, number of securities called by warrants | 161,172 | ||||||||
Exercise price (in dollars per share) | $ 5.40 | ||||||||
Quarter 4 2018 Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Stock rights issued (in shares) | 300,114 | ||||||||
2018 Note Agreement | Advisor Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Stock rights issued (in shares) | 15,466 |
STOCKHOLDERS; EQUITY (Deemed Di
STOCKHOLDERS; EQUITY (Deemed Dividends) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
2018 Purchase Agreement | Deemed Dividend A | |
Class of Stock [Line Items] | |
Amount Recorded | $ 1,358 |
2018 Purchase Agreement | Deemed Dividend E | |
Class of Stock [Line Items] | |
Amount Recorded | 62 |
2018 Purchase Agreement | Deemed Dividend J | |
Class of Stock [Line Items] | |
Amount Recorded | 58 |
2018 Purchase Agreement | Deemed Dividend F | |
Class of Stock [Line Items] | |
Amount Recorded | 8 |
2018 Purchase Agreement | Deemed Dividend C | |
Class of Stock [Line Items] | |
Amount Recorded | 829 |
2018 Inducement Agreement | |
Class of Stock [Line Items] | |
Amount Recorded | 3,514 |
2018 Inducement Agreement | Deemed Dividend G | |
Class of Stock [Line Items] | |
Amount Recorded | 5 |
2018 Inducement Agreement | Deemed Dividend B | |
Class of Stock [Line Items] | |
Amount Recorded | 40 |
2018 Inducement Agreement | Deemed Dividend D | |
Class of Stock [Line Items] | |
Amount Recorded | $ 1,154 |
FAIR VALUE (Narratives) (Detail
FAIR VALUE (Narratives) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Apr. 30, 2018USD ($)shares | Mar. 31, 2019USD ($)Yshares | Dec. 31, 2018Yshares | Sep. 30, 2018USD ($)shares | Dec. 31, 2018USD ($)Y | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($)shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative liability from debt discount | $ 400 | ||||||
Derivative asset (liability) | $ 62 | $ 0 | |||||
Bridge Notes Redemption Feature [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative asset (liability) | 30 | ||||||
Conversion Option [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative asset (liability) | $ 32 | ||||||
Quarter 3 2018 Bridge Notes | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative liability from debt discount | $ 100 | ||||||
April 2018 Bridge Notes | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative liabilities | $ 300 | ||||||
Derivative liability from debt discount | $ 100 | ||||||
2016 Warrant Liability [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants outstanding (in shares) | shares | 357 | 357 | |||||
(Decrease) in warrant liability | $ (400) | $ (400) | |||||
Warrants canceled in settlement agreement | shares | 1,347 | ||||||
Debt settlement | $ 456 | ||||||
Measurement Input, Price Volatility [Member] | 2016 Warrant Liability [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 142 | ||||||
Measurement Input, Risk Free Interest Rate [Member] | 2016 Warrant Liability [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 2.27 | ||||||
Measurement Input, Expected Term [Member] | 2016 Warrant Liability [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | Y | 1.75 | ||||||
April 2018 Warrants | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Stock rights issued (in shares) | shares | 243,223 | ||||||
Advisor Warrants | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Stock rights issued (in shares) | shares | 15,466 | ||||||
Quarter 3 2018 Warrants | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Stock rights issued (in shares) | shares | 196,337 | ||||||
Quarter 4 2018 Warrants | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Stock rights issued (in shares) | shares | 300,114 | ||||||
Quarter 4 2018 Warrants | Measurement Input, Price Volatility [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 176 | 176 | |||||
Quarter 4 2018 Warrants | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 2.48 | 2.48 | |||||
Quarter 4 2018 Warrants | Measurement Input, Expected Term [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | Y | 2 | 2 | |||||
Minimum | April 2018 Warrants | Measurement Input, Price Volatility [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 97 | ||||||
Minimum | April 2018 Warrants | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 2.21 | ||||||
Minimum | April 2018 Warrants | Measurement Input, Expected Term [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | Y | 0.05 | ||||||
Maximum | April 2018 Warrants | Measurement Input, Price Volatility [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 163 | ||||||
Maximum | April 2018 Warrants | Measurement Input, Risk Free Interest Rate [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | 2.44 | ||||||
Maximum | April 2018 Warrants | Measurement Input, Expected Term [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrants and Rights Outstanding, Measurement Input | Y | 4.76 |
FAIR VALUE (Schedule of Changes
FAIR VALUE (Schedule of Changes in Fair Value of Liability) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Warrant Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1,132 | $ 841 |
Total (gains) or losses: | ||
Revaluation recognized in earnings | (240) | (261) |
Deductions - warrant liability settlement | (456) | |
Balance at end of period | 892 | 124 |
2016 Warrant Liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 116 | 841 |
Total (gains) or losses: | ||
Revaluation recognized in earnings | (23) | (261) |
Deductions - warrant liability settlement | (456) | |
Balance at end of period | 93 | $ 124 |
2018 Warrant Liabilities [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | 1,016 | |
Total (gains) or losses: | ||
Revaluation recognized in earnings | (217) | |
Balance at end of period | $ 799 |
FAIR VALUE (Schedule of Chang_2
FAIR VALUE (Schedule of Changes in Fair Value of Derivative Liabilities) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Deductions | $ (39) |
Total (gains) or losses: | |
Revaluation recognized in earnings | (23) |
Bridge Notes Redemption Feature [Member] | |
Total (gains) or losses: | |
Revaluation recognized in earnings | (30) |
Conversion Option [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Deductions | (39) |
Total (gains) or losses: | |
Revaluation recognized in earnings | $ 7 |
EQUITY INCENTIVE PLAN (Narrativ
EQUITY INCENTIVE PLAN (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 200,000 | $ 100,000 | ||
Unrecognized compensation expense related to unvested stock awards | $ 2,300,000 | |||
Unvested stock options, unrecognized compensation expense weighted average recognition period | 2 years 9 months 18 days | |||
Accrued expenses | $ 1,365,000 | $ 1,583,000 | ||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options, expected to vest, outstanding (in shares) | 392,398 | |||
Stock options, expected to vest, outstanding, aggregate intrinsic value | $ 0 | |||
Stock options, expected to vest remaining contractual term | 9 years 4 months 24 days | |||
Stock Options [Member] | Performance-based milestone vesting | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 0 | |||
Equity Incentive Plan 2017 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of additional shares authorized | 359,300 | |||
Number of shares authorized | 403,744 | |||
Maximum number of shares per employee | 66,666 | |||
Award plan, percentage of outstanding stock maximum | 5.00% | |||
Equity Incentive Plan 2017 [Member] | Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for issuance | 44,444 | |||
Plan expiration date | Jun. 5, 2027 |
EQUITY INCENTIVE PLAN (Summary
EQUITY INCENTIVE PLAN (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Number of Options | ||
Outstanding at beginning of period (in shares) | 224,895 | |
Granted (in shares) | 276,700 | |
Forfeited (in shares) | (3,333) | |
Outstanding at end of period (in shares) | 498,262 | |
Exercisable at end of period (in shares) | 74,836 | |
Weighted-Average Exercise Price | ||
Outstanding at beginning of period (in dollars per share) | $ 15.90 | |
Granted (in dollars per share) | 2.25 | |
Forfeited (in dollars per share) | 2.10 | |
Outstanding at end of period (in dollars per share) | 8.40 | |
Exercisable at end of period (in dollars per share) | $ 24.75 | |
Stock-based compensation | $ 200 | $ 100 |
Stock Options [Member] | ||
Number of Options | ||
Granted (in shares) | 219,101 | |
Forfeited (in shares) | (196) | |
Weighted-Average Exercise Price | ||
Granted (in dollars per share) | $ 10.65 | |
Forfeited (in dollars per share) | $ 1,653.45 | |
Stock Options [Member] | Performance-based milestone vesting | ||
Number of Options | ||
Granted (in shares) | 100,000 | |
Weighted-Average Exercise Price | ||
Stock-based compensation | $ 0 |
SALES SERVICE REVENUE, NET AN_3
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE [Abstract] | ||
Deferred revenue | $ 35 | $ 49 |
SALES SERVICE REVENUE, NET AN_4
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Net Revenues) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | $ 917 | $ 796 |
Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 910 | 791 |
Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 757 | 303 |
Biomarker Testing and Clinical Project Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 153 | 488 |
Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 3 | 12 |
Medicaid [Member] | Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 3 | 12 |
Medicaid [Member] | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 3 | 12 |
Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 394 | 134 |
Medicare [Member] | Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 394 | 134 |
Medicare [Member] | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 394 | 134 |
Self-Pay [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 4 | 26 |
Self-Pay [Member] | Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 4 | 26 |
Self-Pay [Member] | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 4 | 26 |
Third-Party Payor [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 356 | 131 |
Third-Party Payor [Member] | Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 356 | 131 |
Third-Party Payor [Member] | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 356 | 131 |
Contract Diagnostic Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 153 | 488 |
Contract Diagnostic Services [Member] | Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 153 | 488 |
Contract Diagnostic Services [Member] | Biomarker Testing and Clinical Project Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 153 | 488 |
Clinical Research Grants and Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 7 | 5 |
Clinical Research Grants and Other [Member] | Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | $ 7 | $ 5 |
SALES SERVICE REVENUE, NET AN_5
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Gross to Net Sales Adjustments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Gross revenue | $ 1,578 | $ 988 |
Contractual allowance and adjustments | (661) | (192) |
Service revenue, net | 917 | 796 |
Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue, net | 3 | 12 |
Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue, net | 394 | 134 |
Self-Pay [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue, net | 4 | 26 |
Third-Party Payor [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue, net | 356 | 131 |
Contract Diagnostic Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue, net | 153 | 488 |
Clinical Research Grants and Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue, net | 7 | 5 |
Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 1,571 | 983 |
Contractual allowance and adjustments | (661) | (192) |
Service revenue, net | 910 | 791 |
Service revenue, net [Member] | Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 3 | 15 |
Contractual allowance and adjustments | (3) | |
Service revenue, net | 3 | 12 |
Service revenue, net [Member] | Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 394 | 137 |
Contractual allowance and adjustments | (3) | |
Service revenue, net | 394 | 134 |
Service revenue, net [Member] | Self-Pay [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 4 | 26 |
Service revenue, net | 4 | 26 |
Service revenue, net [Member] | Third-Party Payor [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 1,017 | 317 |
Contractual allowance and adjustments | (661) | (186) |
Service revenue, net | 356 | 131 |
Service revenue, net [Member] | Contract Diagnostic Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 153 | 488 |
Service revenue, net | 153 | 488 |
Service revenue, net [Member] | Clinical Research Grants and Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 7 | 5 |
Service revenue, net | 7 | 5 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Service revenue, net | $ 7 | $ 5 |
SALES SERVICE REVENUE, NET AN_6
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Sales, Net of Collection Allowance) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | $ 917 | $ 796 |
less allowance for doubtful accounts | (204) | (84) |
Net sales | 713 | 712 |
Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 3 | 12 |
less allowance for doubtful accounts | (3) | (11) |
Net sales | 1 | |
Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 394 | 134 |
less allowance for doubtful accounts | (59) | (20) |
Net sales | 335 | 114 |
Self-Pay [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 4 | 26 |
Net sales | 4 | 26 |
Third-Party Payor [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 356 | 131 |
less allowance for doubtful accounts | (142) | (53) |
Net sales | 214 | 78 |
Contract Diagnostic Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 153 | 488 |
Net sales | 153 | 488 |
Services Revenue, Net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 910 | 791 |
less allowance for doubtful accounts | (204) | (84) |
Net sales | 706 | 707 |
Clinical Research Grants and Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 7 | 5 |
Net sales | 7 | 5 |
Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 910 | 791 |
Service revenue, net [Member] | Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 3 | 12 |
Service revenue, net [Member] | Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 394 | 134 |
Service revenue, net [Member] | Self-Pay [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 4 | 26 |
Service revenue, net [Member] | Third-Party Payor [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 356 | 131 |
Service revenue, net [Member] | Contract Diagnostic Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 153 | 488 |
Service revenue, net [Member] | Clinical Research Grants and Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 7 | 5 |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | $ 7 | $ 5 |
SALES SERVICE REVENUE, NET AN_7
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Receivables) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, gross | $ 2,713 | $ 2,398 |
Less allowance for doubtful accounts | (1,912) | (1,708) |
Accounts receivable, net | 801 | 690 |
Medicaid [Member] | ||
Accounts receivable, gross | 81 | 82 |
Medicare [Member] | ||
Accounts receivable, gross | 782 | 633 |
Self-Pay [Member] | ||
Accounts receivable, gross | 106 | 108 |
Third-Party Payor [Member] | ||
Accounts receivable, gross | 1,540 | 1,382 |
Contract Diagnostic Services [Member] | ||
Accounts receivable, gross | 204 | 193 |
Clinical Research Grants and Other [Member] | ||
Accounts receivable, gross | $ 0 | $ 0 |
SALES SERVICE REVENUE, NET AN_8
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Allowance for doubtful accounts, Beginning balance | $ (1,708) | |
less allowance for doubtful accounts | (204) | $ (84) |
Allowances for doubtful accounts | (917) | (796) |
Total charges | (204) | |
Allowance for doubtful accounts, Ending balance | (1,912) | |
Medicaid [Member] | ||
less allowance for doubtful accounts | (3) | (11) |
Allowances for doubtful accounts | (3) | (12) |
Medicare [Member] | ||
less allowance for doubtful accounts | (59) | (20) |
Allowances for doubtful accounts | (394) | (134) |
Self-Pay [Member] | ||
Allowances for doubtful accounts | (4) | (26) |
Third-Party Payor [Member] | ||
less allowance for doubtful accounts | (142) | (53) |
Allowances for doubtful accounts | (356) | (131) |
Contract Diagnostic Services [Member] | ||
Allowances for doubtful accounts | (153) | (488) |
Clinical Research Grants and Other [Member] | ||
Allowances for doubtful accounts | $ (7) | $ (5) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | May 14, 2019USD ($)D$ / sharesshares | Apr. 16, 2019USD ($)$ / sharesshares | Feb. 12, 2019USD ($)shares | Nov. 29, 2018USD ($)shares | Sep. 17, 2018USD ($) | Apr. 30, 2019USD ($)D$ / shares | Mar. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Sep. 30, 2018USD ($)item$ / shares | Jan. 02, 2019 |
Subsequent Event [Line Items] | ||||||||||
Conversion of debt into stock | $ 1,900,000 | $ 200,000 | ||||||||
Number of shares converted from debt instrument (in shares) | shares | 120,983 | 93,333 | ||||||||
Interest rate (as a percent) | 8.00% | |||||||||
Proceeds from issuance of debt | $ 250,000 | |||||||||
Senior Secured Convertible Promissory Notes | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of debt into stock | $ 2,800,000 | |||||||||
Debt discount | 400,000 | |||||||||
May 2019 Warrants | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion price per share | $ / shares | $ 9.56 | |||||||||
Stock rights issued (in shares) | shares | shares | 154,343 | |||||||||
Stock Issued On Exercise Of Warrants | shares | 154,343 | |||||||||
Subsequent Events | Convertible Bridge Loan | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Right To Redemption Period | 30 days | |||||||||
Subsequent Events | Convertible Bridge Loan | Debt Instrument, Redemption, Period One | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, redemption price, percentage | 105.00% | |||||||||
Right To Redemption Period | 90 days | |||||||||
Subsequent Events | Convertible Bridge Loan | Debt Instrument, Redemption, Period Two | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, redemption price, percentage | 110.00% | |||||||||
Right To Redemption Period | 180 days | |||||||||
Subsequent Events | Convertible Bridge Loan | Debt Instrument, Redemption, Period Three | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, redemption price, percentage | 115.00% | |||||||||
Right To Redemption Period | 180 days | |||||||||
Subsequent Events | Amendment No. 2 Agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares called by warrants (in shares) | shares | 146,520 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.40 | |||||||||
Subsequent Events | Securities purchase agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Warrants term | 5 years | |||||||||
Subsequent Events | Securities purchase agreement | Senior Secured Convertible Promissory Notes | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt issued | $ 1,098,901 | $ 989,011 | ||||||||
Proceeds from issuance of debt | 1,000,000 | |||||||||
April 2019 Additional Notes and Warrants [Member] | Subsequent Events | Amendment No. 2 Agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion threshold percentage of stock price trigger | 80.00% | |||||||||
Convertible debt, threshold consecutive trading days | D | 10 | |||||||||
Floor price | $ / shares | $ 2.25 | |||||||||
Proceeds from issuance of debt | $ 989,011 | |||||||||
April 2019 Additional Notes and Warrants [Member] | Subsequent Events | Amendment No. 2 Agreement | Minimum | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ / shares | 0.75 | |||||||||
April 2019 Additional Notes and Warrants [Member] | Subsequent Events | Amendment No. 2 Agreement | Maximum | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 3.75 | |||||||||
Additional Notes | Subsequent Events | Amendment No. 2 Agreement | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from issuance of debt | $ 900,000 | |||||||||
Convertible Debt [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of debt into stock | 3,700,000 | |||||||||
Debt, carrying amount | $ 3,129,000 | $ 4,377,000 | ||||||||
Number of shares converted from debt instrument (in shares) | shares | 1,061,069 | |||||||||
Convertible Debt [Member] | Convertible Bridge Loan | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion of debt into stock | $ 2,300,000 | |||||||||
Debt, carrying amount | $ 4,500,000 | |||||||||
Number of shares converted from debt instrument (in shares) | shares | 1,112,762 | |||||||||
Interest rate (as a percent) | 8.00% | |||||||||
Repayment Period | 180 days | |||||||||
Conversion price per share | $ / shares | $ 7.50 | |||||||||
Conversion threshold percentage of stock price trigger | 80.00% | |||||||||
Convertible debt, threshold consecutive trading days | item | 10 | |||||||||
Proceeds from issuance of debt | $ 1,300,000 | |||||||||
Early repayment trigger, amount of gross proceeds | 7,000,000 | |||||||||
Percentage per month charged as damages if registration statement not filed by deadline | 1.00% | |||||||||
Debt discount | $ 1,053,000 | $ 1,111,000 | $ 164,000 | |||||||
Convertible Debt [Member] | Convertible Bridge Loan | Debt Instrument, Redemption, Period One | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, redemption price, percentage | 105.00% | |||||||||
Convertible Debt [Member] | Convertible Bridge Loan | Debt Instrument, Redemption, Period Two | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, redemption price, percentage | 110.00% | |||||||||
Convertible Debt [Member] | Convertible Bridge Loan | Debt Instrument, Redemption, Period Three | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, redemption price, percentage | 115.00% | |||||||||
Convertible Debt [Member] | Convertible Bridge Loan | Minimum | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion price per share | $ / shares | $ 4.50 | |||||||||
Convertible Debt [Member] | Subsequent Events | Convertible Bridge Loan | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt, carrying amount | $ 1,098,901 | |||||||||
Interest rate (as a percent) | 8.00% | |||||||||
Original issue discount (as a percent) | 9 | |||||||||
Repayment Period | 180 days | |||||||||
Conversion price per share | $ / shares | $ 7.12 | |||||||||
Conversion threshold percentage of stock price trigger | 80.00% | |||||||||
Convertible debt, threshold consecutive trading days | D | 10 | |||||||||
Proceeds from issuance of debt | $ 1,000,000 | |||||||||
Early repayment trigger, amount of gross proceeds | $ 7,000,000 | |||||||||
Percentage per month charged as damages if registration statement not filed by deadline | 1.00% | |||||||||
Debt discount | $ 98,901 | |||||||||
Convertible Debt [Member] | Subsequent Events | Convertible Bridge Loan | Minimum | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Conversion price per share | $ / shares | $ 2.25 |