DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 11, 2020 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2020 | |
Entity Registrant Name | PRECIPIO, INC. | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | PRPO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,226,916 | |
Entity Central Index Key | 0001043961 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash | $ 2,158,000 | $ 848,000 |
Accounts receivable, net | 1,086,000 | 574,000 |
Inventories | 280,000 | 184,000 |
Other current assets | 444,000 | 272,000 |
Total current assets | 3,968,000 | 1,878,000 |
PROPERTY AND EQUIPMENT, NET | 460,000 | 431,000 |
OTHER ASSETS: | ||
Operating lease right-of-use assets | 358,000 | 519,000 |
Intangibles, net | 15,904,000 | 16,658,000 |
Other assets | 27,000 | 25,000 |
Total assets | 20,717,000 | 19,511,000 |
CURRENT LIABILITIES: | ||
Current maturities of long-term debt, less debt issuance costs | 530,000 | 321,000 |
Current maturities of convertible notes, less debt discounts and debt issuance costs | 142,000 | |
Current maturities of finance lease liabilities | 37,000 | 52,000 |
Current maturities of operating lease liabilities | 219,000 | 209,000 |
Accounts payable | 1,829,000 | 1,936,000 |
Accrued expenses | 1,804,000 | 1,639,000 |
Deferred revenue | 48,000 | 35,000 |
Total current liabilities | 4,467,000 | 4,334,000 |
LONG TERM LIABILITIES: | ||
Long-term debt, less current maturities and debt issuance costs | 500,000 | 198,000 |
Finance lease liabilities, less current maturities | 108,000 | 119,000 |
Operating lease liabilities, less current maturities | 150,000 | 317,000 |
Common stock warrant liabilities | 1,631,000 | 1,338,000 |
Total liabilities | 6,856,000 | 6,306,000 |
COMMITMENTS AND CONTINGENCIES (Note 6) | ||
STOCKHOLDERS? EQUITY: | ||
Preferred stock - $0.01 par value, 15,000,000 shares authorized at September 30, 2020 and December 31, 2019, 47 shares issued and outstanding at September 30, 2020 and December 31, 2019, liquidation preference of $288 at September 30, 2020 | ||
Common stock, $0.01 par value, 150,000,000 shares authorized at September 30, 2020 and December 31, 2019, 16,676,916 and 7,898,117 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively | 167,000 | 79,000 |
Additional paid-in capital | 83,362,000 | 74,065,000 |
Accumulated deficit | (69,695,000) | (60,939,000) |
Total Precipio, Inc. stockholders' equity | 13,834,000 | 13,205,000 |
Noncontrolling interest in joint venture | 27,000 | |
Total stockholders' equity | 13,861,000 | 13,205,000 |
Total liabilities and stockholders' equity | $ 20,717,000 | $ 19,511,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
Preferred stock, shares issued (in shares) | 47 | 47 |
Preferred stock, shares outstanding (in shares) | 47 | 47 |
Preferred stock, liquidation preference | $ 288 | |
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) | 16,676,916 | 7,898,117 |
Common stock, shares outstanding (in shares) | 16,676,916 | 7,898,117 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue, net of contractual allowances and adjustments | $ 2,049 | $ 1,046 | $ 5,176 | $ 3,162 |
less allowance for doubtful accounts | (422) | (262) | (1,025) | (723) |
Net sales | 1,627 | 784 | 4,151 | 2,439 |
Total cost of sales | 1,250 | 756 | 3,478 | 2,201 |
Gross profit | 377 | 28 | 673 | 238 |
OPERATING EXPENSES: | ||||
Operating expenses | 2,809 | 2,391 | 7,567 | 6,955 |
OPERATING LOSS | (2,432) | (2,363) | (6,894) | (6,717) |
OTHER INCOME (EXPENSE): | ||||
Interest income (expense), net | (3) | (97) | (470) | (298) |
Warrant revaluation | (857) | 563 | (293) | (19) |
Loss on modification of warrants | (1,128) | |||
Derivative revaluation | (415) | |||
Gain on settlement of liability, net | 0 | 0 | 1,251 | |
Loss on extinguishment of debt | 1,225 | |||
Loss on litigation | (266) | |||
Loss on issuance of convertible notes | (1,870) | |||
Other income | 153 | |||
Total other expenses | (860) | 466 | (1,835) | (2,745) |
LOSS BEFORE INCOME TAXES | (3,292) | (1,897) | (8,729) | (9,462) |
NET LOSS | (3,292) | (1,897) | (8,729) | (9,462) |
Less: Net income attributable to noncontrolling interest in joint venture | (10) | (27) | ||
Deemed dividends related to beneficial conversion feature of preferred stock and fair value of warrant down round features | (3,344) | |||
NET LOSS ATTRIBUTABLE TO PRECIPIO, INC. COMMON STOCKHOLDERS | $ (3,302) | $ (1,897) | $ (12,100) | $ (9,462) |
BASIC AND DILUTED LOSS PER COMMON SHARE (IN DOLLARS PER SHARE) | $ (0.21) | $ (0.31) | $ (1.01) | $ (1.85) |
BASIC AND DILUTED WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING (IN SHARES) | 16,007,025 | 6,186,119 | 11,925,642 | 5,104,397 |
Service revenue, net [Member] | ||||
Revenue, net of contractual allowances and adjustments | $ 1,998 | $ 1,020 | $ 5,072 | $ 3,125 |
less allowance for doubtful accounts | (422) | (262) | (1,025) | (723) |
Net sales | 1,576 | 758 | 4,047 | 2,402 |
Total cost of sales | 1,244 | 756 | 3,472 | 2,201 |
Other [Member] | ||||
Revenue, net of contractual allowances and adjustments | 51 | $ 26 | 104 | $ 37 |
Total cost of sales | $ 6 | $ 6 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total Precipio, Inc. | Noncontrolling Interest [Member] | Total |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2018 | $ 23 | $ 53,796 | $ (47,696) | $ 6,123 | $ 6,123 | ||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 47 | 2,298,738 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (9,462) | (9,462) | (9,462) | ||||
Conversion of convertible notes into common stock | $ 24 | 7,366 | 7,390 | 7,390 | |||
Conversion of convertible notes into common stock (in shares) | 2,439,173 | ||||||
Issuance of common stock in connection with purchase agreements | $ 21 | 5,150 | 5,171 | 5,171 | |||
Issuance of common stock in connection with purchase agreements (in shares) | 2,088,077 | ||||||
Issuance of common stock upon exercise of warrants | $ 3 | 1,572 | 1,575 | 1,575 | |||
Issuance of common stock upon exercise of warrants (in shares) | 310,200 | ||||||
Write-off warrant liability in conjunction with warrant exercises | 2,364 | 2,364 | 2,364 | ||||
Beneficial conversion feature on issuance of notes | 1,792 | 1,792 | 1,792 | ||||
Write-off debt discounts (net of debt premiums) in conjunction with convertible note conversions | (590) | (590) | (590) | ||||
Write-off debt derivative liability in conjunction with convertible note conversions | 477 | 477 | 477 | ||||
Sock-based compensation | 455 | 455 | 455 | ||||
Payment of fractional common shares in conjunction with reverse stock split | (1) | (1) | (1) | ||||
Payment of fractional common shares in conjunction with reverse stock split (in shares) | (71) | ||||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Sep. 30, 2019 | $ 71 | 72,381 | (57,158) | 15,294 | 15,294 | ||
Balance at end of period (in shares) at Sep. 30, 2019 | 47 | 7,136,117 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2018 | $ 23 | 53,796 | (47,696) | 6,123 | 6,123 | ||
Balance at beginning of period (in shares) at Dec. 31, 2018 | 47 | 2,298,738 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2019 | $ 79 | 74,065 | (60,939) | 13,205 | 13,205 | ||
Balance at end of period (in shares) at Dec. 31, 2019 | 47 | 7,898,117 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Jun. 30, 2019 | $ 60 | 69,428 | (55,261) | 14,227 | 14,227 | ||
Balance at beginning of period (in shares) at Jun. 30, 2019 | 47 | 5,993,369 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (1,897) | (1,897) | $ (1,897) | ||||
Conversion of preferred stock into common stock (in shares) | 0 | ||||||
Conversion of convertible notes into common stock | 118 | 118 | $ 118 | ||||
Conversion of convertible notes into common stock (in shares) | 52,748 | ||||||
Issuance of common stock in connection with purchase agreements | $ 11 | 2,750 | 2,761 | 2,761 | |||
Issuance of common stock in connection with purchase agreements (in shares) | 1,090,000 | ||||||
Write-off debt discounts (net of debt premiums) in conjunction with convertible note conversions | (63) | (63) | (63) | ||||
Sock-based compensation | 148 | 148 | 148 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Sep. 30, 2019 | $ 71 | 72,381 | (57,158) | 15,294 | 15,294 | ||
Balance at end of period (in shares) at Sep. 30, 2019 | 47 | 7,136,117 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2019 | $ 79 | 74,065 | (60,939) | 13,205 | 13,205 | ||
Balance at beginning of period (in shares) at Dec. 31, 2019 | 47 | 7,898,117 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (8,756) | (8,756) | $ 27 | (8,729) | |||
Conversion of convertible notes into common stock | $ 39 | 2,137 | 2,176 | 2,176 | |||
Conversion of convertible notes into common stock (in shares) | 3,908,145 | ||||||
Issuance of common stock in connection with purchase agreements | $ 49 | 6,872 | 6,921 | 6,921 | |||
Issuance of common stock in connection with purchase agreements (in shares) | 4,870,654 | ||||||
Write-off beneficial conversion feature in conjunction with convertible note extinguishment | (523) | (523) | (523) | ||||
Write-off debt discounts (net of debt premiums) in conjunction with convertible note conversions | 270 | 270 | 270 | ||||
Sock-based compensation | 541 | 541 | 541 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Sep. 30, 2020 | $ 167 | 83,362 | (69,695) | 13,834 | 27 | 13,861 | |
Balance at end of period (in shares) at Sep. 30, 2020 | 47 | 16,676,916 | |||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Jun. 30, 2020 | $ 146 | 78,857 | (66,393) | 12,610 | 17 | 12,627 | |
Balance at beginning of period (in shares) at Jun. 30, 2020 | 47 | 14,616,916 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net (loss) income | (3,302) | (3,302) | 10 | (3,292) | |||
Issuance of common stock in connection with purchase agreements | $ 21 | 4,293 | 4,314 | 4,314 | |||
Issuance of common stock in connection with purchase agreements (in shares) | 2,060,000 | ||||||
Sock-based compensation | 212 | 212 | 212 | ||||
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Sep. 30, 2020 | $ 167 | $ 83,362 | $ (69,695) | $ 13,834 | $ 27 | $ 13,861 | |
Balance at end of period (in shares) at Sep. 30, 2020 | 47 | 16,676,916 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (8,729) | $ (9,462) | ||
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||||
Depreciation and amortization | 829 | 838 | ||
Amortization of operating lease right-of-use asset | 161 | 176 | ||
Amortization of finance lease right-of-use asset | 38 | 46 | ||
Amortization (accretion) of deferred financing costs, debt discounts and debt premiums | 319 | (8) | ||
Gain on settlement of liability, net | $ 0 | 0 | (1,251) | |
Loss on litigation | 266 | |||
Loss on issuance of convertible notes | 1,870 | |||
Loss on extinguishment of convertible notes | 1,225 | |||
Stock-based compensation | 541 | 455 | ||
Provision for losses on doubtful accounts | 1,025 | 724 | ||
Warrant revaluation | 293 | 19 | ||
Loss on modification of warrants | 1,128 | |||
Derivative revaluation | 415 | |||
Gain from sale of fixed asset | (55) | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (1,537) | (727) | ||
Inventories | (96) | 15 | ||
Other assets | (151) | 302 | ||
Accounts payable | (107) | (1,624) | ||
Operating lease liabilities | (157) | (170) | ||
Accrued expenses and other liabilities | 418 | (13) | ||
Net cash used in operating activities | (5,983) | (7,001) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | (121) | (49) | ||
Proceeds from sale of fixed asset | 55 | |||
Net cash used in investing activities | (66) | (49) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Principal payments on finance lease obligations | (47) | (44) | ||
Payment of deferred financing costs | (120) | |||
Payment of fractional common shares in conjunction with reverse stock split | (1) | |||
Issuance of common stock, net of issuance costs | 6,921 | 5,171 | ||
Proceeds from exercise of warrants | 1,575 | |||
Proceeds from long-term debt | 787 | |||
Proceeds from convertible notes | 2,150 | |||
Principal payments on convertible notes | (50) | |||
Principal payments on long-term debt | (302) | (329) | ||
Net cash flows provided by financing activities | 7,359 | 8,352 | ||
NET CHANGE IN CASH | 1,310 | 1,302 | ||
CASH AT BEGINNING OF PERIOD | 848 | 381 | $ 381 | |
CASH AT END OF PERIOD | $ 2,158 | 2,158 | 1,683 | $ 848 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||||
Cash paid during the period for interest | 25 | 27 | ||
SUPPLEMENTAL DISCLOSURE OF CONSULTING SERVICES OR ANY OTHER NON-CASH COMMON STOCK RELATED ACTIVITY | ||||
Purchases of equipment financed through accounts payable | 4 | |||
Equipment financed through finance lease obligations | 21 | 23 | ||
Discount of 9% on issuance of convertible bridge notes | 188 | |||
Conversion of convertible debt into common stock | 2,176 | 7,390 | ||
Beneficial conversion feature on issuance of convertible notes | 1,792 | |||
Initial valuation of derivative liability recorded in conjunction with issuance of convertible notes | 1,858 | |||
Liabilities exchanged for convertible notes | 2,150 | |||
Prepaid insurance financed with loan | 23 | 434 | ||
Write-off of beneficial conversion feature in conjunction with convertible note extinguishment | 523 | |||
Right-of-use assets obtained in exchange for lease obligations | 0 | 750 | ||
Write-off warrant liability in conjunction with warrant exercises | 2,364 | |||
Write-off of debt discounts (net debt premiums) in conjunction with convertible note conversions | $ (270) | 590 | ||
Write-off of derivative liability in conjunction with convertible note conversions | $ 477 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) | 9 Months Ended |
Sep. 30, 2020 | |
Convertible Debt [Member] | Convertible Bridge Loan | |
Discount on issuance of convertible bridge notes | 9.00% |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 9 Months Ended |
Sep. 30, 2020 | |
BUSINESS DESCRIPTION [Abstract] | |
BUSINESS DESCRIPTION | 1. BUSINESS DESCRIPTION Business Description. Precipio, Inc., and its subsidiaries, (collectively, “we”, “us”, “our”, the “Company” or “Precipio”) is a cancer diagnostics company providing diagnostic products and services to the oncology market. We have built and continue to develop a platform designed to eradicate the problem of misdiagnosis by harnessing the intellect, expertise and technologies 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 various academic institutions to capture the expertise, experience and technologies developed within academia to provide a better standard of cancer diagnostics and aim to solve the growing problem of cancer misdiagnosis. We also operate a research and development facility in Omaha, Nebraska which focuses on development of various technologies, among them IV-Cell, HemeScreen and ICE-COLD-PCR, or ICP, the patented technology described further below, which we exclusively licensed from Dana-Farber Cancer Institute, Inc., or Dana-Farber, at Harvard University. The research and development center focuses on the development of these technologies, which we believe will enable us to commercialize these and other technologies developed with our current and future academic partners. The facility in Omaha was also recently certified as a CLIA and CAP facility, and we have begun bringing in house several molecular tests that the Company had previously referred out to other laboratories. Our platform also connects patients, physicians and diagnostic experts residing within academic institutions . Joint Venture. In April 2020, the Company formed a joint venture with Poplar Healthcare PLLC (“Poplar”), which we refer to as the “Joint Venture”. The Joint Venture was formed by the Limited Liability Company Agreement of Precipio Oncometrix LLC, a Delaware limited liability company (“POC”), which was entered into as of April 11, 2020 (the “Effective Date”), by and among POC, Poplar, and Precipio SPV Inc. (“Precipio SPV”), a newly formed subsidiary of the Company, together with such other persons who from time to time become party to the Limited Liability Company Agreement by executing a counterpart signature page in accordance with the terms hereof. POC was formed as a limited liability company on April 2, 2020 in accordance with the statutes and laws of the State of Delaware relating to limited liability companies, including, without limitation, the Delaware Act, by the filing of a Certificate of Formation with the office of the Secretary of State of the State of Delaware. Precipio SPV was incorporated in the State of Delaware on March 10, 2020 for the sole purpose of being a party to the Joint Venture. Under the terms of the Joint Venture, Precipio SPV has a 49% ownership interest in the Joint Venture, with Poplar having a 51 % ownership. Pursuant to the Limited Liability Company Agreement, Poplar, at any time, has the right to require Precipio SPV to purchase all, but not less than all, of Poplar’s shares in the Joint Venture (the “Poplar Put Right”). The purchase price for Poplar’s shares shall be $1.00 per share, or fifty-one dollars, and Precipio SPV would, therefore, become the sole 100% owner of the Joint Venture at the time the Poplar Put Right became effective. The Company has determined that it holds a variable interest in the Joint Venture and is the primary beneficiary of the variable interest entity (“VIE”). See Note 2 - Summary of Significant Accounting Policies for further discussion regarding consolidation of variable interest entities. The business purpose of the Joint Venture is to facilitate and capitalize on the combined capabilities, resources and healthcare industry relationships of its members by partnering, promoting and providing oncology services to office based physicians, hospitals and medical centers. Operational services of the Joint Venture are performed entirely by its members and employees of its members. Precipio SPV’s responsibilities include product and account management services, selling & marketing, laboratory diagnostic services and general & administrative services. Precipio SPV is entitled to a management fee for the services it provides. This management fee is established through service agreements which were executed in conjunction with the formation of the Joint Venture. Poplar receives a similar fee for the billing services that it provides. Going Concern. The condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (“GAAP”) applicable for a going concern, which assume that the Company will realize its assets and discharge its liabilities in the ordinary course of business. The Company has incurred substantial operating losses and has used cash in its operating activities for the past several years. As of September 30, 2020, the Company had a net loss of $8.7 million, negative working capital of $0.5 million and net cash used in operating activities of $6.0 million. The Company’s ability to continue as a going concern over the next twelve months from the date of issuance of these condensed consolidated financial statements in this Quarterly Report on Form 10‑Q is dependent upon a combination of achieving its business plan, including generating additional revenue and avoiding potential business disruption due to the novel coronavirus (“COVID-19”) pandemic, and raising additional financing to meet its debt obligations and paying liabilities arising from normal business operations when they come due. To meet its current and future obligations the Company has taken the following steps to capitalize the business and successfully achieve its business plan: · On March 26, 2020, the Company entered into a second purchase agreement (the “LP 2020 Purchase Agreement”) with Lincoln Park Capital Fund LLC (“Lincoln Park”), 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 2020 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 the date of issuance of this Quarterly Report on Form 10-Q, we have already received $6.7 million from the LP 2020 Purchase Agreement from the sale of 4,130,000 shares of common stock to Lincoln Park from April 1, 2020 through the date of issuance of this Form 10-Q, leaving the Company an additional $3.3 million to draw subsequent to the filing of this Quarterly Report. See Note 8 Stockholders’ Equity for further discussion on Lincoln Park agreements ; and · The Company filed with the SEC a registration statement on Form S-3 on March 27, 2020, as amended on April 9, 2020, to register an indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock, preferred stock or debt securities as shall have an aggregate initial offering price not to exceed $50 million. This registration statement was declared effective by the SEC on April 13, 2020 and allows the Company, from time to time, to offer up to $50 million of any combination of the securities described in the Form S-3 in one or more offerings. In order for the Company to utilize the effective S-3, it will have to file subsequent prospectus supplement(s) with regard to the securities it will offer, as applicable from time to time. As of the date of issuance of this Form 10-Q, no subsequent prospectus supplements to this effect have been filed by the Company. Notwithstanding the aforementioned circumstances, there remains substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these condensed consolidated financial statements were issued. 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 this Quarterly Report Form 10‑Q. 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
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 and, as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019, are unaudited and reflect all adjustments (consisting of only normal recurring adjustments) that are 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, 2019 contained in our Annual Report on Form 10‑K, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2020, and as amended on April 7, 2020. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2020. The condensed consolidated financial statements include the accounts of Precipio and its wholly owned subsidiaries, and the Joint Venture which is a VIE in which we are the primary beneficiary. Refer to the section titled “Consolidation of Variable Interest Entities” for further information related to our accounting for the Joint Venture. All intercompany balances have been eliminated in consolidation. Recently Adopted Accounting Pronouncements. In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13 “ Fair Value Measurement (Topic 820) ”, 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. The Company adopted this guidance on January 1, 2020. The adoption of this guidance was not material to our condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15 “ Intangibles—Goodwill and Other—Internal Use Software (Subtopic 350-40) ”, 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. The Company adopted this guidance on January 1, 2020. The adoption of this guidance was not material to our condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted. In August 2020, the FASB issued ASU 2020-06 “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity .” This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2023 and interim periods within those annual periods and early adoption is permitted in annual reporting periods ending after December 15, 2020. The Company is currently assessing the potential impact that the adoption of this ASU will have on its condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12 “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ”, which is intended to improve consistent application and simplify the accounting for income taxes. This ASU removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance. This standard is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of adoption of this ASU and does not expect the adoption of this new standard to have a material impact on its condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 “ Measurement of Credit Losses on Financial Instruments ”, which replaces current methods for evaluating impairment of financial instruments not measured at fair value, including trade accounts receivable and certain debt securities, with a current expected credit loss model. This ASU, as amended, is effective for the Company for reporting periods beginning after December 15, 2022. The Company is currently assessing the potential impact that the adoption of this ASU will have on its 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 1,832,514 and 1,725,719 shares of our common stock have been excluded from the computation of diluted loss per share at September 30, 2020 and 2019, 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: September 30, 2020 2019 Stock options 808,245 493,908 Warrants 906,769 909,189 Preferred stock 117,500 20,888 Convertible notes — 301,734 Total 1,832,514 1,725,719 Consolidation of Variable Interest Entities. We evaluate any entity in which we are involved to determine if the entity is a VIE and if so, whether we hold a variable interest and are the primary beneficiary. We consolidate VIEs that are subject to assessment when we are deemed to be the primary beneficiary of the VIE. The process for determining whether we are the primary beneficiary of the VIE is to conclude whether we are a party to the VIE holding a variable interest that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE, and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. We have determined that we hold a variable interest in the Joint Venture, have the power to make significant operational decisions on behalf of the VIE and also have the obligation to absorb the majority of the losses from the VIE. As such we have also determined that we are the primary beneficiary of the VIE. The following table presents information about the carrying value of the assets and liabilities of the Joint Venture which we consolidate and which are included on our condensed consolidated balance sheets. Intercompany balances are eliminated in consolidation and not reflected in the following table. (dollars in thousands) September 30, 2020 Assets: Accounts receivable, net $ 569 Total assets $ 569 Liabilities: Accrued expenses $ 7 Total liabilities $ 7 Noncontrolling interest in Joint Venture $ 27 The Company entered into the Joint Venture during 2020 and, as such, there are no assets or liabilities of the Joint Venture as of December 31, 2019. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 2020 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | 3. LONG-TERM DEBT Long-term debt consists of the following: Dollars in Thousands September 30, 2020 December 31, 2019 Department of Economic and Community Development (DECD) $ 240 $ 249 DECD debt issuance costs (22) (24) Financed insurance loan 19 260 September 2018 Settlement 6 34 Paycheck Protection Program 787 — Total long-term debt 1,030 519 Current portion of long-term debt (530) (321) Long-term debt, net of current maturities $ 500 $ 198 Department of Economic and Community Development. On January 8, 2018, the Company received gross proceeds of $400,000 when it entered into an agreement with the Department of Economic and Community Development (“DECD”) by which the Company received a grant of $100,000 and a loan of $300,000 secured by substantially all of the Company’s assets (the “DECD 2018 Loan”). The DECD 2018 Loan is a ten-year loan due on December 31, 2027 and includes interest paid monthly at 3.25%. Due to the economic impact of COVID-19, DECD offered financial relief to all businesses with certain loans, including the Company’s DECD 2018 Loan. The relief includes the option to defer all payments from April 1, 2020 to August 1, 2020 and the deferred payments will be added to the end of the loan. The Company chose to defer its payments and the maturity date of the DECD 2018 Loan was extended to May 31, 2028. The payment deferral modification did not have a material impact on the Company’s cash flows for the nine months ended September 30, 2020. Debt issuance costs associated with the DECD 2018 Loan were approximately $31,000. Amortization of the debt issuance costs were less than $1,000 for the three months ended September 30, 2020 and 2019, respectively, and $2,000 for the nine months ended September 30, 2020 and 2019, respectively. Net debt issuance costs were approximately $22,000 and $24,000 at September 30, 2020 and December 31, 2019, 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 “Financed Insurance Loans”). In July 2018, the Company financed $0.4 million with a 4.89% interest rate and fully paid off such loan as of July 2019. In July 2019, the Company financed $0.4 million with a 5.0% interest rate and made monthly payments through May of 2020. In July 2020, the Company financed less than $0.1 million with a 5.0% interest rate and will make monthly payments through May 2021. As of September 30, 2020 and December 31, 2019, the Financed Insurance Loan’s outstanding balance of less than $0.1 million and $0.3 million, respectively, was included in current maturities of long-term debt in the Company’s 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 “September 2018 Settlement”) 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 accrues interest at the rate of 10% per annum until paid in full. The September 2018 Settlement outstanding balance of less than $0.1 million was included in current maturities of long-term debt in the Company’s condensed consolidated balance sheet as of September 30, 2020 and December 31, 2019, respectively. Paycheck Protection Program. On April 23, 2020, the Company entered into a promissory note (the “Promissory Note”) evidencing an unsecured $787,200 loan under the Paycheck Protection Program (the “PPP Loan”). The Paycheck Protection Program (or “PPP”) was established under the recently congressionally-approved Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration. The PPP Loan to the Company was made through Webster Bank, N.A. The term of the PPP Loan is two years. The interest rate on the PPP Loan is 1.00% and payments are deferred for the first six months of the term of the loan. Under the terms of the CARES Act, PPP Loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payroll costs and mortgage interest, rent or utility costs and the maintenance of employee and compensation levels. The Company will use the eight-week forgiveness period and will apply for forgiveness of the PPP Loan in accordance with the terms of the PPP, but no assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part. The Company believes it used all of the PPP Loan amount for qualifying expenses. As of the date of issuance of this Report on Form 10-Q, using the eight-week forgiveness period, the Company has incurred approximately $0.8 million in payroll, payroll related costs and other anticipated qualifying expenses. The Promissory Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties, or provisions of the Promissory Note. The occurrence of an event of default may result in the repayment of all amounts outstanding, collection of all amounts owing from the Company, and/or filing suit and obtaining judgment against the Company. As of September 30, 2020, $0.5 million the PPP Loan’s outstanding balance was included in current maturities of long-term debt and $0.3 million was included in long-term debt in the Company’s condensed consolidated balance sheet. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 9 Months Ended |
Sep. 30, 2020 | |
LONG-TERM DEBT [Abstract] | |
CONVERTIBLE NOTES | 4. CONVERTIBLE NOTES Convertible notes consist of the following: Dollars in Thousands September 30, 2020 December 31, 2019 Convertible bridge notes $ — $ 1,938 Convertible bridge notes discount and debt issuance costs — (1,796) Total convertible notes — 142 Current portion of convertible notes — (142) Convertible notes, net of current maturities $ — $ — Convertible Bridge Notes. On April 20, 2018, the Company entered into a securities purchase agreement (the “2018 Note Agreement”) with certain investors (the “April 2018 Investors”), as amended on November 29, 2018 (the “Amendment Agreement”) and amended on April 16, 2019 (“Amendment No.2 Agreement”). During 2018, pursuant to the 2018 Note Agreement, the Company issued approximately $4.5 million in Senior Secured Convertible Promissory Notes (the “Bridge Notes”) along with warrants. On April 16, 2019, the Company entered into the Amendment No.2 Agreement which provided the Company with approximately $900,000 of gross proceeds for the issuance of notes with an aggregate principal of $989,011 (the “April 2019 Bridge Notes”) together with applicable warrants, with substantially the same terms and conditions as the previously issued Bridge Notes and related warrants . The 9% discount associated with the April 2019 Bridge Notes was approximately $89,000 and was recorded as a debt discount. In connection with the April 2019 Bridge Note issuances, the Company issued to the investors 147,472 warrants to purchase shares of common stock of the Company with a five year term and exercise price of $5.40 (the “April 2019 Warrants”). The April 2019 Warrants had an initial value of approximately $1.0 million at the date of issuance and were recorded as a liability with an offset to debt discount. See Note 9 – Fair Value for further discussion. The April 2019 Bridge Notes were issued to investors that previously participated in the 2018 Note Agreement. The conversion price of the April 2019 Bridge 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 (“VWAP”) 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. The Company reviewed the conversion option of the April 2019 Bridge Notes and determined that there was a beneficial conversion feature with a value of approximately $0.9 million which was recorded as a debt discount with an offset to additional paid in capital at the time of the Amendment No.2 Agreement. The Company also reviewed the redemption features of the April 2019 Bridge Notes and determined that there is a redemption feature (the “Bridge Notes Redemption Feature”) that qualifies as an embedded derivative. The Company performed a valuation at the time of issuance which resulted in zero value, at that time, due to the high value of the conversion feature and a limited upside from the redemption premium. Debt discounts and debt issuance costs related to the April 2019 Bridge Notes totaled $2.0 million. Since the costs exceeded the $1.0 million face amount of the debt at issuance, the Company recorded $1.0 million of debt discount and debt issuance costs as a reduction of the related debt in the accompanying consolidated balance sheet with the excess $1.0 million expensed as a loss on issuance of convertible notes in the consolidated statements of operations during the nine months ended September 30, 2019. Pursuant to the Amendment No.2 Agreement, previously issued warrants were amended such that the exercise price of such warrants was amended from $7.50 to $5.40 and any warrant that had a one-year term was amended to have a five-year term. The Company reviewed the amendments to the warrants and determined that they will be treated as a modification of an outstanding equity instrument at the time of the Amendment No.2 Agreement. Management calculated the change in fair value due to the modifications to be an expense of approximately $1.1 million which is included in loss on modification of warrants in the condensed consolidated statements of operations during the nine months ended September 30, 2019. On May 14, 2019, the Company entered into a securities purchase agreement pursuant to which, the Company was provided with $1,000,000 of gross proceeds for the issuance of notes with an aggregate principal of $1,098,901 (the “May 2019 Bridge Notes”) together with applicable warrants, with substantially the same terms and conditions as the previously issued Bridge Notes and related warrants . The 9% discount associated with the May 2019 Bridge Notes was approximately $99,000 and was recorded as a debt discount. In connection with the May 2019 Bridge Note issuances, the Company issued to the investors 154,343 warrants to purchase shares of common stock of the Company with a five year term and exercise price of $9.56 (the “May 2019 Warrants”). The May 2019 Warrants had an initial value of approximately $0.9 million at the date of issuance and were recorded as a liability with an offset to debt discount. See Note 9 – Fair Value for further discussion. The May 2019 Bridge Notes were issued to investors that previously participated in the 2018 Note Agreement. The conversion price of the May 2019 Bridge Notes is $7.12, provided that a) in the event the notes are not paid in full prior to 180 days after the original issue date or b) upon a registration statement (as defined in the purchase agreement) being declared effective, whichever occurs earlier, the conversion price shall be equal to 80% of the lowest VWAP 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. The Company reviewed the conversion option of the May 2019 Bridge Notes and determined that there was a beneficial conversion feature with a value of approximately $0.9 million which was recorded as a debt discount with an offset to additional paid in capital at the time of issuance of the May 2019 Bridge Notes. The May 2019 Bridge Notes also contain the Bridge Notes Redemption Feature and the Company performed a valuation at the time of issuance which resulted in zero value, at that time, due to the high value of the conversion feature and a limited upside from the redemption premium. Debt discounts and debt issuance costs related to the May 2019 Bridge Notes totaled $2.0 million. Since the costs exceeded the $1.1 million face amount of the debt, the Company recorded $1.1 million of debt discount and debt issuance costs as a reduction of the related debt in the accompanying consolidated balance sheet with the excess $0.9 million expensed as a loss on issuance of convertible notes in the consolidated statements of operations during the nine months ended September 30, 2019. On March 26, 2020, the Company entered into an amendment agreement (the “March 2020 Amendment”) amending the terms of that certain Amendment No. 2 Agreement dated April 16, 2019 and the securities purchase agreement dated May 14, 2019. As a result of the March 2020 Amendment, (i) the maturity date of the April 2019 Bridge Notes and the May 2019 Bridge Notes was extended three months from April 16, 2020 to July 16, 2020, (ii) the floor price at which conversions may occur under the April 2019 Bridge Notes and the May 2019 Bridge Notes was amended from $2.25 to $0.40, and (iii) guaranteed interest on the April 2019 Bridge Notes and the May 2019 Bridge Notes was amended from twelve months to eighteen months. The Company reviewed the modifications and concluded that the March 2020 Amendment will be treated as an extinguishment of the related April 2019 Bridge Notes and May 2019 Bridge Notes. The difference between the carrying value of the notes just prior to modification (the “Pre-modification Debt”) and the fair value of the notes just after modification (the “Post-modification Debt”) would be recorded as a gain or loss on extinguishment in the condensed consolidated statements of operations. The Company removed the carrying value of the Pre-modification Debt which included $1.0 million of unamortized debt discounts and beneficial conversion features of $0.5 million. The Company calculated the fair value of the Post-modification Debt to be $2.6 million. The Company reviewed whether or not a beneficial conversion feature existed on the Post-modification Debt but the calculation resulted in zero intrinsic value so no new beneficial conversion feature was recorded. Management also reviewed the Bridge Notes Redemption Feature of the post-modification notes but their fair value was zero so no derivative liability was recorded at the time of modification, however this will be reassessed at the end of each reporting period. As a result, the Company recorded a debt premium on the Post-modification Debt of $0.8 million and a loss on extinguishment of convertible notes of $1.2 million in the condensed consolidated statements of operations during the nine months ended September 30, 2020. During the three months ended September 30, 2020, there were no bridge note conversions. During the three months ended September 30, 2019, $0.1 million of bridge notes, plus interest, were converted into 52,748 shares of common stock of the Company. During the nine months ended September 30, 2020 and 2019, $2.2 million and $4.6 million, respectively, of bridge notes, plus interest, were converted into 3,908,145 and 1,828,766 shares of common stock of the Company, respectively. As a result of the bridge note conversions, the Company wrote off approximately $0.5 million of derivative liability, with an offset to additional paid-in capital, during the nine months ended September 30, 2019. During the three and nine months ended September 30, 2020 and 2019, the change in Bridge Note debt discounts and debt premiums was as follows: (Dollars in thousands) For the Three Months Ended September 30, 2020 2019 Debt Discounts Debt Premiums Debt Discounts Debt Premiums Beginning balance at July 1 $ — $ — $ (2,158) $ — Deductions: Amortization (1) — — 41 — Write-off related to note conversions (2) — — 63 — Balance at September 30 $ — $ — $ (2,054) $ — For the Nine Months Ended September 30, 2020 2019 Debt Discounts Debt Premiums Debt Discounts Debt Premiums Beginning balance at January 1 $ (1,796) $ — $ (1,111) $ 647 Additions: — 793 (2,086) — Deductions: Amortization (accretion) (1) 703 (385) 154 (167) Write-off related to note conversions (2) 138 (408) 989 (480) Write-off related to note extinguishment (3) 955 — — — Balance at September 30 $ — $ — $ (2,054) $ — (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. (3) Write-offs associated with note extinguishment are recognized as a loss and included in loss on extinguishment of convertible notes in the condensed consolidated statements of operations. Convertible Promissory Notes – Exchange Notes. During the three and nine months ended September 30, 2019, zero and $0.6 million, respectively, of previously issued convertible promissory notes (the “Exchange Notes”) were converted into zero and 155,351 shares of common stock of the Company, respectively. As of September 30, 2020 and December 31, 2019, the outstanding balance of the Exchange Notes, net of discounts, was zero, respectively. There was no Exchange Note activity during the three months ended September 30, 2019. During the nine months ended September 30, 2019, the change in Exchange Note debt discounts was as follows: (Dollars in thousands) For the Nine Months Ended September 30, 2019 Beginning balance at January 1 $ (83) Deductions: Amortization (1) 2 Write-off related to note conversions (2) 81 Balance at September 30 $ — (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 Exchange Note conversions, during the three and nine months ended September 30, 2019, the Company wrote off zero and less than $0.1 million, respectively, of derivative liability with an offset to additional paid-in capital. Convertible Promissory Notes – Crede Note. On January 15, 2019, the Company and Crede Capital Group LLC (“Crede”) entered into an amendment and restatement agreement (the “Crede Amendment Agreement”) in order to enable the Company to provide Crede with an alternative means of payment of a previous settlement amount, by issuing to Crede a convertible note in the amount of $1.45 million (the “Crede Note”). The conversion price of the Crede Note shall equal 90% of the closing bid price of the Company’s 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 Company’s 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 Company’s 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 and nine months ended September 30, 2019, the Company made no payments on the Crede Note. On April 16, 2019, the entire outstanding amount of $1.45 million was converted into 270,699 shares of common stock of the Company and as of September 30, 2020 and December 31, 2019; the remaining amount due on the Crede note was zero. Convertible Promissory Notes – Leviston Note On February 8, 2018, the Company entered into an equity purchase agreement (the “2018 Purchase Agreement”) with Leviston Resources LLC (“Leviston”). On January 29, 2019, the Company entered into a settlement agreement (the “Leviston Settlement”) with Leviston pursuant to which the Company issued to Leviston a convertible note in the amount of $0.7 million (the “Leviston Note”) in full satisfaction of certain obligations to Leviston. 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 and nine months ended September 30, 2019, the Company made cash payments of zero and less than $0.1 million, respectively, on the Leviston Note. During the three and nine months ended September 30, 2019, zero and $0.7 million, respectively, of the Leviston Note was converted into zero and 184,357 shares of common stock of the Company, respectively. The remaining amount due on the Leviston Note was zero as of September 30, 2020 and December 31, 2019, respectively. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 5. ACCRUED EXPENSES OTHER CURRENT LIABILITIES. Accrued expenses at September 30, 2020 and December 31, 2019 are as follows: (dollars in thousands) September 30, 2020 December 31, 2019 Accrued expenses $ 1,247 $ 1,268 Accrued compensation 536 247 Accrued interest 21 124 $ 1,804 $ 1,639 During the three and nine months ended September 30, 2019, the Company recorded gain on settlement of liability, net of zero and $1.3 million, respectively, from the settlement of obligations with certain vendors. There were no gains on settlement of liability recorded during the three and nine months ended September 30, 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
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 CPA Global provides us with certain patent management services. On February 6, 2017, CPA Global claimed that we owed 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 less than $0.1 million has been recorded and is reflected in accounts payable within the accompanying condensed consolidated balance sheets at September 30, 2020 and December 31, 2019. On February 17, 2017, Jesse Campbell (“Campbell”) filed a lawsuit individually and on behalf of others similarly situated against us in the District Court for the District of Nebraska alleging we had a materially incomplete and misleading proxy relating to a potential merger and that the merger agreement’s deal protection provisions deter superior offers. On June 21, 2019, the parties filed a stipulation of settlement, in which defendants are released from all claims and expressly deny that that they have committed any act or omission giving rise to any liability. The stipulation includes a settlement payment of $1.95 million. On July 10, 2019, the Court entered an order preliminarily approving the settlement. During the third quarter of 2019, both the Company and its insurance company paid their respective amounts of $0.27 million and $1.68 million, respectively, to an escrow account where the funds were held until they were approved for distribution. On June 3, 2020, the Court approved the settlement and entered an order of dismissal. A s of the date the condensed consolidated financial statements were issued, the escrow funds have been released and this matter is closed. 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 | 9 Months Ended |
Sep. 30, 2020 | |
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 September 30, 2020 December 31, 2019 Assets: Operating lease assets Operating lease right-of-use assets, net $ 358 $ 519 Finance lease assets Property and equipment, net 187 184 Total lease assets $ 545 $ 703 Liabilities: Current: Operating lease obligations Current maturities of operating lease liabilities $ 219 $ 209 Finance lease obligations Current maturities of finance lease liabilities 37 52 Noncurrent: Operating lease obligations Operating lease liabilities, less current maturities 150 317 Finance lease obligations Finance lease liabilities, less current maturities 108 119 Total lease liabilities $ 514 $ 697 As of September 30, 2020 and December 31, 2019, the estimated future minimum lease payments, excluding non-lease components, are as follows: (dollars in thousands) Operating Leases Finance Leases September 30, December 31, September 30, December 31, 2020 2019 2020 2019 2020 $ 59 $ 242 $ 13 $ 62 2021 241 241 50 38 2022 48 48 38 32 2023 35 35 28 28 2024 17 17 27 27 Thereafter — — 13 13 Total lease obligations 400 583 169 200 Less: Amount representing interest (31) (57) (24) (29) Present value of net minimum lease obligations 369 526 145 171 Less, current portion (219) (209) (37) (52) Long term portion $ 150 $ 317 $ 108 $ 119 Other information as of September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Weighted-average remaining lease term (years): Operating leases 2.0 2.8 Finance leases 4.0 4.3 Weighted-average discount rate: Operating leases Finance leases During the nine months ended September 30, 2020 and 2019, operating cash flows from operating leases was $0.2 million, respectively, and ROU assets obtained in exchange for operating lease liabilities was zero and $0.8 million, respectively. Operating Lease Costs Operating lease costs were approximately $0.1 million and $0.2 million during the three and nine months ended September 30, 2020 and 2019, respectively. These costs are primarily related to long-term operating leases for the Company’s facilities and laboratory equipment. Short-term and variable lease costs were less than $0.1 million for the three and nine months ended September 30, 2020 and 2019, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was approximately $0.2 million in operating cash flows for the nine months ended September 30, 2020 and 2019, respectively. 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 expense are included in the condensed consolidated statements of operations for the nine months ended September 30, 2020 and 2019. The balances within these accounts are less than $0.1 million, respectively. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 8. STOCKHOLDERS’ EQUITY Common Stock. Pursuant to our Third Amended and Restated Certificate of Incorporation, as amended, we currently have 150,000,000 shares of common stock authorized for issuance. On December 20, 2018, the Company’s shareholders approved the proposal to authorize the Company’s Board of Directors to, in its discretion, amend the Company’s 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. The Company has not yet effected this increase. During the three and nine months ended September 30, 2020, the Company issued zero and 3,908,145 shares of its common stock, respectively, in connection with the conversion of convertible notes, plus interest, totaling zero and $2.2 million, respectively. D uring the three and nine months ended September 30, 2019, the Company issued 52,748 and 2,439,173 shares of its common stock, respectively, in connection with the conversion of convertible notes, plus interest, totaling $0.1 million and $7.4 million, respectively. See Note 4 – Convertible Notes. During the three and nine months ended September 30, 2019, the Company issued zero and 310,200 shares of its common stock, respectively, in connection with the exercise of zero and 310,200 warrants, respectively. The warrant exercises resulted in net cash proceeds to the Company of approximately $1.6 million during the nine months ended September 30, 2019. LP Purchase Agreement On September 7, 2018, the Company entered into a purchase agreement (the “LP Purchase Agreement”) with Lincoln Park, 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 “LP Commitment Shares”). Also on September 7, 2018, the Company entered into a registration rights agreement with Lincoln Park (the “LP Registration Rights Agreement”), 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, 466,667 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. As of August 5, 2019, all shares registered under this S-1 had been sold and/or issued to Lincoln Park. On August 9, 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 1,800,000 shares of common stock that have been or may be issued to Lincoln Park under the LP Purchase Agreement. As of January 9, 2020, all shares registered under this S-1 had been sold and/or issued to Lincoln Park. On January 14, 2020, 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 920,654 shares of common stock that have been or may be issued to Lincoln Park under the LP Purchase Agreement. As of April 6, 2020, all 920,654 shares registered under this S-1 had been sold and/or issued to Lincoln Park. 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 “regular purchases”, plus other “accelerated amounts” and/or “additional accelerated amounts” 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 “Variable Rate Transactions.” 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 Company’s common stock to Lincoln Park under the LP Purchase Agreement equals or exceeds $7.05 (which represents the closing consolidated bid price of the Company’s 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 Company’s 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 Company received shareholder approval on December 20, 2018. 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 Company’s 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 Company’s 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 Purchase Agreement. As of the date of issuance of this Quarterly Report on Form 10-Q, we have already received an aggregate of $9.4 million from the sale of common stock to Lincoln Park under the LP Purchase Agreement, including approximately: $1.4 million from the sale of 328,590 shares of common stock during 2018; $6.6 million from the sale of 2,778,077 shares of common stock during 2019; and $1.4 million from the sale of 1,040,654 shares of common stock during the nine months ended September 30, 2020. There were no sales of common stock under the LP Purchase Agreement during the three months ended September 30, 2020. As of April 6, 2020, all registered shares relating to the LP Purchase Agreement had been sold and/or issued to Lincoln Park. The LP Purchase Agreement terminated during our second fiscal quarter of 2020. E ffective April 13, 2020, the Company became eligible to sell additional shares to Lincoln Park pursuant to the LP 2020 Purchase Agreement, as discussed below. LP 2020 Purchase Agreement On March 26, 2020, the Company entered into a purchase agreement (the “LP 2020 Purchase Agreement”) and a registration rights agreement (the “LP 2020 Registration Rights Agreement”) with Lincoln Park pursuant to which Lincoln Park has agreed to purchase from us, from time to time, up to $10,000,000 of our common stock, subject to certain limitations, during the 24 month term of the LP 2020 Purchase Agreement. Pursuant to the terms of the LP 2020 Purchase Agreement, on the agreement date, the Company issued 250,000 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 “LP 2020 Commitment Shares”). Pursuant to the terms of the LP 2020 Registration Rights Agreement, on March 27, 2020, as amended on April 8, 2020, 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, 1,770,000 shares of common stock, which includes the LP 2020 Commitment Shares, that have been or may be issued to Lincoln Park under the LP 2020 Purchase Agreement. The Form S-1 was declared effective by the SEC on April 13, 2020. As of June 22, 2020, all shares registered under this S-1 had been sold and/or issued to Lincoln Park. On June 26, 2020, 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 4,500,000 shares of common stock that have been or may be issued to Lincoln Park under the LP Purchase Agreement. The Form S-1 was amended twice on July 7, 2020 and declared effective by the SEC on July 7, 2020. For the three and nine months ended September 30, 2020, 2,060,000 shares, respectively, registered under this S-1 had been sold and/or issued to Lincoln Park. Under the LP 2020 Purchase Agreement, on any business day selected by us, we may direct Lincoln Park to purchase up to 50,000 shares of our common stock on any such business day, which we refer to as a Regular Purchase in the LP 2020 Purchase Agreement, provided, however, that (i) the Regular Purchase may be increased to up to 80,000 shares, provided that the closing sale price is not below $1.00 on the purchase date and (ii) the Regular Purchase may be increased to up to 100,000 shares, provided that the closing sale price is not below $1.50 on the purchase date. In each case, the maximum amount of any single Regular Purchase may not exceed $1,000,000 per purchase. Lincoln Park has no right to require the Company to sell any shares of common stock to Lincoln Park, but Lincoln Park is obligated to make purchases as we direct, subject to certain conditions. The purchase price for Regular Purchases shall be equal to the lesser of: (i) the lowest sale price of the common shares during the purchase date, or (ii) the average of the three (3) lowest closing sale prices of the common shares during the ten (10) business days prior to the purchase date. Under applicable rules of The Nasdaq Capital Market, in no event may we issue or sell to Lincoln Park under the LP 2020 Purchase Agreement more than 19.99% of the shares of our common stock outstanding immediately prior to the execution of the LP 2020 Purchase Agreement (which is 1,774,024 shares, based on 8,870,129 shares outstanding immediately prior to the execution of the LP 2020 Purchase Agreement), which limitation we refer to as the Exchange Cap, unless (i) we obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap or (ii) the average price of all applicable sales of our common stock to Lincoln Park under the LP 2020 Purchase Agreement equals or exceeds $0.7306 (which represents the closing consolidated bid price of our common stock on March 25, 2020, plus an incremental amount to account for our issuance of the Commitment Shares to Lincoln Park), such that the transactions contemplated by the LP 2020 Purchase Agreement are exempt from the Exchange Cap limitation under applicable Nasdaq rules. In any event, the LP 2020 Purchase Agreement specifically provides that we may not issue or sell any shares of our common stock under the LP 2020 Purchase Agreement if such issuance or sale would breach any applicable rules or regulations of The Nasdaq Capital Market. The LP 2020 Purchase Agreement also prohibits us from directing Lincoln Park to purchase any shares of common stock if those shares, when aggregated with all other shares of our 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 our 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 we refer to as the Beneficial Ownership Cap. As of the date of issuance of this Quarterly Report on Form 10-Q, we have already received an aggregate of $6.7 million from the sale of common stock to Lincoln Park under the LP 2020 Purchase Agreement, including approximately; $4.3 million and $5.5 million from the sale of 2,060,000 and 3,580,000 shares of common stock during the three and nine months ended September 30, 2020, respectively; and $1.2 million from the sale of 550,000 shares of common stock to Lincoln Park which were sold from October 1, 2020 through the date of issuance of this Quarterly Report on Form 10-Q. Preferred Stock. The Company’s Board of Directors is authorized to issue up to 15,000,000 shares of preferred stock in one or more series, from time to time, with such designations, powers, preferences and rights and such qualifications, limitations and restrictions as may be provided in a resolution or resolutions adopted by the Board of Directors. Series B Preferred Stock. The Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (“Series B Preferred Stock”) with the State of Delaware which designates 6,900 shares of our preferred stock as Series B Preferred Stock. The Series B Preferred Stock has a stated value of $1,000 per share and a par value of $0.01 per share. The Series B Preferred Stock includes a beneficial ownership blocker but has no dividend rights (except to the extent dividends are also paid on the common stock). On August 28, 2017, the Company completed an underwritten public offering (the “August 2017 Offering”) consisting of the Company’s Series B Preferred Stock and warrants. The conversion price of the Series B Preferred Stock contains a down round feature. The Company will recognize the effect of the down round feature when it is triggered. At that time, the effect would be treated as a deemed dividend and as a reduction of income available to common shareholders in our basic earnings per share calculation. The March 2020 Amendment, see Note 4 – Convertible Notes, triggered the down round feature of the Series B Preferred Stock and, as a result, the conversion price of the Company’s Series B Convertible Preferred Stock was automatically adjusted from $2.25 per share to $0.40 per share. In connection with the down round adjustment, the Company calculated an incremental beneficial conversion feature of approximately $3.3 million which was recognized as a deemed dividend at time of the down round adjustment (“Deemed Dividend A”). There were no conversions of Series B Preferred Stock during the three and nine months ended September 30, 2020 and 2019, respectively. At September 30, 2020 and December 31, 2019, the Company had 6,900 shares of Series B designated and issued and 47 shares of Series B outstanding. Liquidation Preferences The following is the liquidation preferences for the Company’s preferred stock; Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the holders shall be entitled to receive out of the assets of the Corporation an amount equal to the par value, plus any accrued and unpaid dividends thereon, for each share of Preferred Stock before any distribution or payment shall be made to the holders of the Common Stock, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares. If all amounts were paid in full; and thereafter, the holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation the same amount that a holder of Common Stock would receive if the Preferred Stock were fully converted to Common Stock which amount shall be paid pari passu with all holders of Common Stock. Common Stock Warrants. The following represents a summary of the warrants outstanding as of September 30, 2020: Underlying Exercise Issue Year Expiration Shares Price Warrants (1) 2015 December 2020 272 $ 747.00 (2) 2016 January 2021 596 $ 544.50 (3) 2017 June 2022 2,540 $ 41.25 (3) 2017 June 2022 500 $ 7.50 (4) 2017 June 2022 6,095 $ 105.00 (5) 2017 August 2022 25,201 $ 0.40 (6) 2017 August 2022 4,000 $ 46.88 (7) 2017 August 2022 47,995 $ 150.00 (7) 2017 August 2022 9,101 $ 7.50 (8) 2017 August 2022 16,664 $ 0.40 (8) 2017 August 2022 7,335 $ 0.40 (9) 2017 October 2022 666 $ 0.40 (10) 2018 October 2022 7,207 $ 112.50 (11) 2018 April 2023 69,964 $ 5.40 (11) 2018 April 2023 121,552 $ 5.40 (12) 2018 October 2022 15,466 $ 11.25 (13) 2018 July 2023 14,671 $ 5.40 (13) 2018 July 2023 14,672 $ 5.40 (13) 2018 August 2023 36,334 $ 5.40 (13) 2018 August 2023 36,334 $ 5.40 (13) 2018 September 2023 19,816 $ 5.40 (13) 2018 September 2023 20,903 $ 5.40 (14) 2018 November 2023 75,788 $ 5.40 (14) 2018 December 2023 51,282 $ 5.40 (15) 2019 April 2024 147,472 $ 5.40 (16) 2019 May 2024 154,343 $ 9.56 906,769 (1) These warrants were issued in connection with an offering which was completed in July 2015. (2) These warrants were issued in connection with an offering which was completed in January 2016. Of the remaining outstanding warrants as of September 30, 2020, 357 warrants are recorded as a liability, See Note 9 – Fair Value for further discussion, and 239 are treated as equity. (3) These warrants were issued in connection with a June 2017 merger transaction (the “Merger”). (4) These warrants were issued in connection with the Merger. (5) These warrants were issued in connection with an underwritten public offering completed on August 28, 2017 (the “August 2017 Offering”) and are the August 2017 Offering Warrants discussed below. (6) These warrants were issued in connection with the August 2017 Offering. (7) 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. (8) 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. (9) 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. (10) These warrants were issued in connection with the Debt Obligation settlement agreements and are the Creditor Warrants discussed below. (11) These warrants were issued in connection with the 2018 Note Agreement and are the April 2018 Warrants discussed below. (12) These warrants were issued in connection with the 2018 Note Agreement and are the Advisor Warrants discussed below. (13) These warrants were issued in connection with the 2018 Note Agreement and are the Q3 2018 Warrants discussed below. (14) These warrants were issued in connection with the 2018 Note Agreement and subsequent Amendment Agreement and are the Q4 2018 Warrants discussed below . (15) These warrants were issued in connection with the 2018 Note Agreement and subsequent Amendment No. 2 Agreement and are the April 2019 Warrants discussed below . (16) These warrants were issued in connection with the May 2019 Bridge Notes and are the May 2019 Warrants discussed below. During the three and nine months ended September 30, 2020, zero and 2,420 warrants expired, respectively. These warrants had been issued in connection with transactions which were completed in October 2014 and February 2015. 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”). The August 2017 Offering Warrants were exercisable immediately and expire 5 years from date of issuance. As a result of the March 2020 Amendment, the exercise price of the August 2017 Offering Warrants was adjusted from $2.25 to $0.40. 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 $6,000 and recorded this as a deemed dividend (“Deemed Dividend B”). There were zero and 6,800 August 2017 Offering Warrants exercised during the three and nine months ended September 30, 2019, respectively, for proceeds to the Company of zero and $15,000, respectively. During the three and nine months ended September 30, 2019, the intrinsic value of the August 2017 Offering Warrants exercised was zero and $36,000, respectively. Note Conversion Warrants Upon the closing of the August 2017 Offering, the Company issued 23,999 warrants to purchase the Company’s common stock (the “Note Conversion Warrants”). The Note Conversion Warrants have an exercise price of $45.00 per share and contain a down round provision. As a result of the March 2020 Amendment, the exercise price of the Note Conversion Warrants was adjusted from $2.25 to $0.40. 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 (“Deemed Dividend C”) . 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 March 2020 Amendment, the exercise price of the Convertible Promissory Note Warrants was adjusted from $2.25 to $0.40. 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 (“Deemed Dividend D”) . Series C Warrants In connection with a Series C preferred stock offering during 2017, the Company issued 130,857 warrants at an original exercise price of $24.45, which contain a down round provision (the “Series C Warrants”). There were zero and 25,037 Series C Warrants exercised during the three and nine months ended September 30, 2019, respectively, for proceeds to the Company of zero and $56,000, respectively. During the three and nine months ended September 30, 2019, the intrinsic value of the Series C Warrants exercised was zero and $43,000, respectively. There were no Series C Warrants outstanding at September 30, 2020 or December 31, 2019. 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 Company’s common stock at an exercise price of $112.50 per share. The Creditor Warrants were issued in February 2018. April 2018 Warrants In connection with the issuance of Bridge Notes in April 2018, the Company issued 243,224 warrants at an exercise price of $11.25 at time of issuance. At issuance, half of these April 2018 Warrants had a five-year term and half had a one-year term. In April 2019, as a result of the Amendment No.2 Agreement, the exercise price of the April 2018 Warrants was adjusted to $5.40 and all April 2018 Warrants that had a one-year term were amended to have a five-year term. Due to these modifications, the change in fair value of the April 2018 Warrants was calculated to be an expense of approximately $0.7 million which is included in loss on modification of warrants in the consolidated statements of operations for the nine months ended September 30, 2019. The expense for the three months ended September 30, 2019 was zero. There were zero and 51,708 April 2018 Warrants exercised during the three and nine months ended September 30, 2019, respectively, for proceeds to the Company of zero and $279,000, respectively. During the nine months ended September 30, 2019, the intrinsic value of the April 2018 Warrants exercised was approximately $128,000. Advisor Warrants At the time of the 2018 Note Agreement, the Company issued 15,466 warrants with an exercise price of $11.25 to a financial advisor. Q3 2018 Warrants In connection with the issuance of Bridge Notes during the third quarter of 2018, the Company issued 196,340 warrants with an exercise price of $11.25 at time of issuance (the “Q3 2018 Warrants”). At the time of issuance, half of these Q3 2018 Warrants had a five-year term and half had a one-year term. In September 2018, the exercise price was modified to $7.50. In April 2019, as a result of the Amendment No.2 Agreement, the exercise price of the Q3 2018 Warrants was adjusted to $5.40 and all Q3 2018 Warrants that had a one-year term were amended to have a five-year term. Due to these modifications, the change in fair value of the Q3 2018 Warrants was calculated to be an expense of approximately $0.4 million which is included in loss on modification of warrants in the consolidated statements of operations for the nine months ended September 30, 2019. The expense for the three months ended September 30, 2019 was zero. There were zero and 53,610 Q3 2018 Warrants exercised during the three and nine months ended September 30, 2019, respectively, for proceeds to the Company of zero and approximately $290,000, respectively. During the nine months ended September 30, 2019, the intrinsic value of the Q3 2018 Warrants exercised was approximately $133,382. Q4 2018 Warrants In connection with the issuance Bridge Notes during the fourth quarter of 2018, the Company issued 300,115 warrants with an exercise price of $5.40 at time of issuance and a five-year term (the “Q4 2018 Warrants”). There were zero and 173,045 Q4 2018 Warrants exercised during the three and nine months ended September 30, 2019, respectively, for proceeds to the Company of zero and approximately $935,000, respectively. During the nine months ended September 30, 2019, the intrinsic value of the Q4 2018 Warrants exercised was approximately $489,000. April 2019 Warrants In connection with the issuance of the April 2019 Bridge Notes, the Company issued 147,472 warrants with an exercise price of $5.40 and a five-year term. May 2019 Warrants In connection with the issuance of the May 2019 Bridge Notes, the Company issued 154,343 warrants with an exercise price of $5.40 and a five-year term. 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 earnings per share. There were no deemed dividends during the three months ended September 30, 2020 or the three and nine months ended September 30, 2019. The following represents a summary of the dividends recorded for the nine months ended September 30, 2020: 2503 Amount Recorded Deemed Dividends (in thousands) Dividends resulting from the March 2020 Amendment Deemed Dividend A $ 3,333 Deemed Dividend B 6 Deemed Dividend C * Deemed Dividend D 5 For the nine months ended September 30, 2020 $ 3,344 * Represents less than one thousand dollars |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Sep. 30, 2020 | |
FAIR VALUE [Abstract] | |
FAIR VALUE | 9. FAIR VALUE FASB guidance on fair value measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements for our financial assets and liabilities, as well as for other assets and liabilities that are carried at fair value on a recurring basis in our condensed consolidated financial statements. FASB guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows: Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2—Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets; and Level 3—Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability. Common Stock Warrant Liabilities. Certain of our issued and outstanding warrants to purchase shares of common stock do not qualify to be treated as equity and, accordingly, are recorded as a liability. 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 has a warrant liability related to warrants issued in January 2016 (the “2016 Warrant Liability”) and it represents the fair value of such warrants, of which, 357 warrants remain outstanding as of September 30, 2020. 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. The 2016 Warrant Liability is considered a Level 3 financial instrument and was valued using the Monte Carlo methodology. As of September 30, 2020, assumptions and inputs used in the valuation of the 2016 Warrant Liability include: remaining life to maturity of 0.3 years; annual volatility of 407%; and a risk-free interest rate of 0.09%. As of December 31, 2019, assumptions and inputs used in the valuation of the 2016 Warrant Liability include: remaining life to maturity of one year; annual volatility of 140%; and a risk-free interest rate of 1.59%. Bridge Note Warrant Liabilities During 2018 and 2019, the Company issued warrants in connection with the issuance of Bridge Notes. All of these warrants issuances were classified as warrant liabilities (the “Bridge Note Warrant Liabilities”). See Note 4 - Convertible Notes for further discussion. The Bridge Note Warrant Liabilities are considered Level 3 financial instruments and were valued using the Black Scholes model. As of September 30, 2020, assumptions used in the valuation of the Bridge Note Warrant Liabilities include: remaining life to maturity of 1.55 to 3.62 years; annual volatility of 168% to 206%; and risk free rate of 0.11% to 0.19%. During the three and nine months ended September 30, 2020 and 2019, 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 September 30, 2020 2016 Warrant Bridge Note Total Warrant Liability Warrant Liabilities Liabilities Beginning balance at July 1 $ 39 $ 735 $ 774 Total (gains) losses: Revaluation recognized in earnings 63 794 857 Balance at September 30 $ 102 $ 1,529 $ 1,631 Three Months Ended September 30, 2019 2016 Warrant Bridge Note Total Warrant Liability Warrant Liabilities Liabilities Beginning balance at July 1 $ 86 $ 2,250 $ 2,336 Total (gains) losses: Revaluation recognized in earnings (7) (556) (563) Balance at September 30 $ 79 $ 1,694 $ 1,773 Dollars in Thousands Nine Months Ended September 30, 2020 2016 Warrant Bridge Note Total Warrant Liability Warrant Liabilities Liabilities Beginning balance at January 1 $ 70 $ 1,268 $ 1,338 Total gains: Revaluation recognized in earnings 32 261 293 Balance at September 30 $ 102 $ 1,529 $ 1,631 Nine Months Ended September 30, 2019 2016 Warrant Bridge Note Total Warrant Liability Warrant Liabilities Liabilities Beginning balance at January 1 $ 116 $ 1,016 $ 1,132 Additions: – 1,858 1,858 Total (gains) losses: Revaluation recognized in earnings (37) 56 19 Modification recognized in earnings – 1,128 1,128 Deductions – warrant liability settlement – (2,364) (2,364) Balance at September 30 $ 79 $ 1,694 $ 1,773 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 (expense) income in our condensed consolidated statement of operations. Bridge Notes Redemption Feature Valuations for derivatives related to Bridge Note redemption features were performed using the “with and without” approach, whereby the Bridge Notes were valued both with the embedded derivative and without. Conversion Option Valuations for derivatives related to conversion options were performed using the Monte Carlo methodology. During the three and nine months ended September 30, 2020 and during the three months ended September 30, 2019, the change in the fair value of the derivative liabilities was zero. During the nine months ended September 30, 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) Nine Months Ended September 30, 2019 Bridge Notes Redemption Conversion Total Derivative Feature Option Liabilities Beginning balance at January 1 $ 30 $ 32 $ 62 Deductions - write-off in conjunction with convertible note conversions (438) (39) (477) Total loss: Revaluation recognized in earnings 408 7 415 Balance at September 30 $ — $ — $ — |
EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN | 9 Months Ended |
Sep. 30, 2020 | |
EQUITY INCENTIVE PLAN [Abstract] | |
EQUITY INCENTIVE PLAN | 10. EQUITY INCENTIVE PLAN The Company currently issues stock awards under its 2017 Stock Option and Incentive Plan, as amended (the "2017 Plan") which will expire on June 5, 2027. Per the terms of the 2017 Plan, the shares authorized for issuance under the 2017 Plan were 913,586 at September 30, 2020, of which 105,433 remain available for future grant. The shares authorized under the 2017 Plan are subject to annual increases on January 1 by 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or such lessor number of shares determined by the Company’s Board of Directors or Compensation Committee. During the nine months ended September 30, 2020, the shares authorized for issuance increased by 394,905 shares. Stock Options. The Company accounts for all stock-based compensation payments to employees and directors, including grants of employee stock options, at fair value at the date of grant 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 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 nine months ended September 30, 2020, the Company granted stock options to purchase up to 393,050 shares of common stock at a weighted average exercise price of $1.99. The following table summarizes stock option activity under our plans during the nine months ended September 30, 2020: Number of Weighted-Average Options Exercise Price Outstanding at January 1, 2020 490,330 $ 8.30 Granted 393,050 1.99 Forfeited (75,135) 13.86 Outstanding at September 30, 2020 808,245 $ 4.72 Exercisable at September 30, 2020 335,493 $ 7.03 As of September 30, 2020, there were 690,057 options that were vested or expected to vest with an aggregate intrinsic value of $0.2 million and a remaining weighted average contractual life of 8.5 years. During the nine months ended September 30, 2019, there were 285,364 options granted with a weighted average exercise price of $2.37 and 16,351 options forfeited with a weighted average exercise price of $7.22. For the three and nine months ended September 30, 2020, we recorded compensation expense for all stock awards of $0.2 million and $0.5 million, respectively, within operating expense in the accompanying statements of operations. For the three and nine months ended September 30, 2019, we recorded compensation expense for all stock awards of $0.2 million and $0.5 million, respectively. As of September 30, 2020, the unrecognized compensation expense related to unvested stock awards was $1.7 million, which is expected to be recognized over a weighted-average period of 1.8 years. |
SALES SERVICE REVENUE, NET AND
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2020 | |
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, “Revenue from contracts with customers” 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 Company’s 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 patient’s laboratory report, per the contract. Clinical research grants Control of the clinical research services are transferred to the customer over time. The Company will recognize revenue utilizing the “effort based” method, measuring its progress toward complete satisfaction of the performance obligation. Biomarker testing and clinical project services Control of the biomarker testing and clinical project services are transferred to the customer over time. The Company utilizes an “effort based” method of assessing performance and measures progress towards satisfaction of the performance obligation based upon the delivery of results. The Company generates revenue from the provision of diagnostic testing provided to patients, biomarker testing provided to bio-pharma customers and clinical research grants funded by both bio-pharma customers and government health programs. Disaggregation of Revenues by Transaction Type We operate in one business segment and, therefore, the results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting. Service revenue, net for the three and nine months ended September 30, 2020 and 2019 were as follows (prior-period amounts are not adjusted under the modified-retrospective method of adoption): For the Three Months Ended September 30, (dollars in thousands) Diagnostic Testing Biomarker Testing Total 2020 2019 2020 2019 2020 2019 Medicaid $ 15 $ 10 $ — $ — $ 15 $ 10 Medicare 811 373 — — 811 373 Self-pay 196 5 — — 196 5 Third party payers 950 490 — — 950 490 Contract diagnostics — — 26 142 26 142 Service revenue, net $ 1,972 $ 878 $ 26 $ 142 $ 1,998 $ 1,020 For the Nine Months Ended September 30, (dollars in thousands) Diagnostic Testing Biomarker Testing Total 2020 2019 2020 2019 2020 2019 Medicaid $ 40 $ 22 $ — $ — $ 40 $ 22 Medicare 1,979 1,217 — — 1,979 1,217 Self-pay 332 20 — — 332 20 Third party payers 2,313 1,297 — — 2,313 1,297 Contract diagnostics — — 408 569 408 569 Service revenue, net $ 4,664 $ 2,556 $ 408 $ 569 $ 5,072 $ 3,125 Revenue from the Medicare and Medicaid programs account for a portion of the Company’s patient diagnostic service revenue. Laws and regulations governing those programs are extremely complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience. The Company does not typically enter arrangements where multiple contracts can be combined as the terms regarding services are generally found within a single agreement/requisition form. The Company derives its revenues from three types of transactions: diagnostic testing (“Diagnostic”), and clinical research grants from state and federal research programs, and other revenues from the Company’s ICP technology and bio-pharma projects encompassing genetic diagnostics (collectively “Biomarker”). 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 September 30, 2020 and December 31, 2019, the deferred revenue was $48,000 and $35,000, 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 and nine months ended September 30, 2020 and 2019. For the Three Months Ended September 30, (dollars in thousands) Contractual Allowances and Revenues, net of Contractual Gross Revenues adjustments Allowances and adjustments 2020 2019 2020 2019 2020 2019 Medicaid $ 15 $ 10 $ — $ — $ 15 $ 10 Medicare 811 373 — — 811 373 Self-pay 196 5 — — 196 5 Third party payers 3,188 1,701 (2,238) (1,211) 950 490 Contract diagnostics 26 142 — — 26 142 4,236 2,231 (2,238) (1,211) 1,998 1,020 Clinical research grants and other 51 26 — — 51 26 $ 4,287 $ 2,257 $ (2,238) $ (1,211) $ 2,049 $ 1,046 (dollars in thousands) For the Nine Months Ended September 30, Contractual Allowances and Revenues, net of Contractual Gross Revenues adjustments Allowances and adjustments 2020 2019 2020 2019 2020 2019 Medicaid $ 40 $ 25 $ — $ (3) $ 40 $ 22 Medicare 1,979 1,234 — (17) 1,979 1,217 Self-pay 335 20 (3) — 332 20 Third party payers 7,944 4,289 (5,631) (2,992) 2,313 1,297 Contract diagnostics 408 569 — — 408 569 10,706 6,137 (5,634) (3,012) 5,072 3,125 Clinical research grants and other 104 37 — — 104 37 $ 10,810 $ 6,174 $ (5,634) $ (3,012) $ 5,176 $ 3,162 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 954‑605‑45‑5 and ASU 2011‑07, Health Care Entities: Presentation and Disclosure of Patient Service Revenue, Provision for Bad Debt, and the Allowance for Doubtful Accounts. The change in the allowance for doubtful accounts is directly related to the increase in patient service revenues. The following table presents our reported revenues net of the collection allowance and adjustments for the three and nine months ended September 30, 2020 and 2019. For the Three Months Ended September 30, Revenues, net of (dollars in thousands) Contractual Allowances Allowances for doubtful and adjustments accounts Total 2020 2019 2020 2019 2020 2019 Medicaid $ 15 $ 10 $ (15) $ (10) $ — $ — Medicare 811 373 (121) (56) 690 317 Self-pay 196 5 — — 196 5 Third party payers 950 490 (286) (196) 664 294 Contract diagnostics 26 142 — — 26 142 1,998 1,020 (422) (262) 1,576 758 Clinical research grants and other 51 26 — — 51 26 $ 2,049 $ 1,046 $ (422) $ (262) $ 1,627 $ 784 For the Nine Months Ended September 30, Revenues, net of (dollars in thousands) Contractual Allowances Allowances for doubtful and adjustments accounts Total 2020 2019 2020 2019 2020 2019 Medicaid $ 40 $ 22 $ (40) $ (22) $ — $ — Medicare 1,979 1,217 (296) (183) 1,683 1,034 Self-pay 332 20 — — 332 20 Third party payers 2,313 1,297 (689) (518) 1,624 779 Contract diagnostics 408 569 — — 408 569 5,072 3,125 (1,025) (723) 4,047 2,402 Clinical research grants and other 104 37 — — 104 37 $ 5,176 $ 3,162 $ (1,025) $ (723) $ 4,151 $ 2,439 Costs to Obtain or Fulfill a Customer Contract Sales commissions are expensed when incurred because the amortization period would have been one year or less. These costs are recorded in operating expenses in the condensed consolidated statements of operations. Shipping and handling costs are comprised of inbound and outbound freight and associated labor. The Company accounts for shipping and handling activities related to contracts with customers as fulfillment costs which are included in cost of sales in the condensed consolidated statements of operations. Accounts Receivable The Company has provided an allowance for potential credit losses, which has been determined based on management’s industry experience. The Company grants credit without collateral to its patients, most of who are insured under third party payer agreements. The following summarizes the mix of receivables: (dollars in thousands) September 30, 2020 December 31, 2019 Medicaid $ 132 $ 107 Medicare 1,002 814 Self-pay 403 88 Third party payers 3,211 2,203 Contract diagnostic services 37 36 $ 4,785 $ 3,248 Less allowance for doubtful accounts (3,699) (2,674) Accounts receivable, net $ 1,086 $ 574 The following table presents the roll-forward of the allowance for doubtful accounts for the nine months ended September 30, 2020. Allowance for Doubtful (dollars in thousands) Accounts Balance, January 1, 2020 $ (2,674) Collection Allowance: Medicaid $ (40) Medicare (296) Third party payers (689) (1,025) Bad debt expense $ — Total charges (1,025) Balance, September 30, 2020 $ (3,699) Customer Revenue and Accounts Receivable Concentration Customers that accounted for 10% or greater of our net sales or accounts receivable for the identified periods is as follows: Net sales Accounts receivable, as of Three Months Ended Nine Months Ended September 30, September 30, September 30, December 31, 2020 2019 2020 2019 2020 2019 Customer A * % * % * * Customer B * % * * * % Customer C * * * * % % Customer D * * * * % * * represents less than 10% |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 12. SUBSEQUENT EVENTS The Company has evaluated events and transactions subsequent to September 30, 2020 through the date the condensed consolidated financial statements were issued and there are no other events to report other than what has been disclosed in the condensed consolidated financial statements . |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 9 Months Ended |
Sep. 30, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation. The accompanying condensed consolidated financial statements are presented in conformity with GAAP and, as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019, are unaudited and reflect all adjustments (consisting of only normal recurring adjustments) that are 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, 2019 contained in our Annual Report on Form 10‑K, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2020, and as amended on April 7, 2020. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2020. The condensed consolidated financial statements include the accounts of Precipio and its wholly owned subsidiaries, and the Joint Venture which is a VIE in which we are the primary beneficiary. Refer to the section titled “Consolidation of Variable Interest Entities” for further information related to our accounting for the Joint Venture. All intercompany balances have been eliminated in consolidation. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements. In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13 “ Fair Value Measurement (Topic 820) ”, 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. The Company adopted this guidance on January 1, 2020. The adoption of this guidance was not material to our condensed consolidated financial statements. In August 2018, the FASB issued ASU 2018-15 “ Intangibles—Goodwill and Other—Internal Use Software (Subtopic 350-40) ”, 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. The Company adopted this guidance on January 1, 2020. The adoption of this guidance was not material to our condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted. In August 2020, the FASB issued ASU 2020-06 “ Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity .” This ASU amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related EPS guidance for both Subtopics. The ASU will be effective for annual reporting periods after December 15, 2023 and interim periods within those annual periods and early adoption is permitted in annual reporting periods ending after December 15, 2020. The Company is currently assessing the potential impact that the adoption of this ASU will have on its condensed consolidated financial statements. In December 2019, the FASB issued ASU 2019-12 “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ”, which is intended to improve consistent application and simplify the accounting for income taxes. This ASU removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance. This standard is effective for annual reporting periods beginning after December 15, 2020, including interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of adoption of this ASU and does not expect the adoption of this new standard to have a material impact on its condensed consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 “ Measurement of Credit Losses on Financial Instruments ”, which replaces current methods for evaluating impairment of financial instruments not measured at fair value, including trade accounts receivable and certain debt securities, with a current expected credit loss model. This ASU, as amended, is effective for the Company for reporting periods beginning after December 15, 2022. The Company is currently assessing the potential impact that the adoption of this ASU will have on its 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 1,832,514 and 1,725,719 shares of our common stock have been excluded from the computation of diluted loss per share at September 30, 2020 and 2019, 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: September 30, 2020 2019 Stock options 808,245 493,908 Warrants 906,769 909,189 Preferred stock 117,500 20,888 Convertible notes — 301,734 Total 1,832,514 1,725,719 |
Consolidation of Variable Interest Entities | Consolidation of Variable Interest Entities. We evaluate any entity in which we are involved to determine if the entity is a VIE and if so, whether we hold a variable interest and are the primary beneficiary. We consolidate VIEs that are subject to assessment when we are deemed to be the primary beneficiary of the VIE. The process for determining whether we are the primary beneficiary of the VIE is to conclude whether we are a party to the VIE holding a variable interest that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE, and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. We have determined that we hold a variable interest in the Joint Venture, have the power to make significant operational decisions on behalf of the VIE and also have the obligation to absorb the majority of the losses from the VIE. As such we have also determined that we are the primary beneficiary of the VIE. The following table presents information about the carrying value of the assets and liabilities of the Joint Venture which we consolidate and which are included on our condensed consolidated balance sheets. Intercompany balances are eliminated in consolidation and not reflected in the following table. (dollars in thousands) September 30, 2020 Assets: Accounts receivable, net $ 569 Total assets $ 569 Liabilities: Accrued expenses $ 7 Total liabilities $ 7 Noncontrolling interest in Joint Venture $ 27 The Company entered into the Joint Venture during 2020 and, as such, there are no assets or liabilities of the Joint Venture as of December 31, 2019. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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: September 30, 2020 2019 Stock options 808,245 493,908 Warrants 906,769 909,189 Preferred stock 117,500 20,888 Convertible notes — 301,734 Total 1,832,514 1,725,719 |
Schedule of Variable Interest Entities | The following table presents information about the carrying value of the assets and liabilities of the Joint Venture which we consolidate and which are included on our condensed consolidated balance sheets. Intercompany balances are eliminated in consolidation and not reflected in the following table. (dollars in thousands) September 30, 2020 Assets: Accounts receivable, net $ 569 Total assets $ 569 Liabilities: Accrued expenses $ 7 Total liabilities $ 7 Noncontrolling interest in Joint Venture $ 27 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
LONG-TERM DEBT [Abstract] | |
Schedule of debt | Dollars in Thousands September 30, 2020 December 31, 2019 Department of Economic and Community Development (DECD) $ 240 $ 249 DECD debt issuance costs (22) (24) Financed insurance loan 19 260 September 2018 Settlement 6 34 Paycheck Protection Program 787 — Total long-term debt 1,030 519 Current portion of long-term debt (530) (321) Long-term debt, net of current maturities $ 500 $ 198 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Instrument [Line Items] | |
Schedule of debt | Dollars in Thousands September 30, 2020 December 31, 2019 Department of Economic and Community Development (DECD) $ 240 $ 249 DECD debt issuance costs (22) (24) Financed insurance loan 19 260 September 2018 Settlement 6 34 Paycheck Protection Program 787 — Total long-term debt 1,030 519 Current portion of long-term debt (530) (321) Long-term debt, net of current maturities $ 500 $ 198 |
Convertible Bridge Loan | |
Debt Instrument [Line Items] | |
Summary of change in Bridge Note debt discounts and debt premiums | During the three and nine months ended September 30, 2020 and 2019, the change in Bridge Note debt discounts and debt premiums was as follows: (Dollars in thousands) For the Three Months Ended September 30, 2020 2019 Debt Discounts Debt Premiums Debt Discounts Debt Premiums Beginning balance at July 1 $ — $ — $ (2,158) $ — Deductions: Amortization (1) — — 41 — Write-off related to note conversions (2) — — 63 — Balance at September 30 $ — $ — $ (2,054) $ — For the Nine Months Ended September 30, 2020 2019 Debt Discounts Debt Premiums Debt Discounts Debt Premiums Beginning balance at January 1 $ (1,796) $ — $ (1,111) $ 647 Additions: — 793 (2,086) — Deductions: Amortization (accretion) (1) 703 (385) 154 (167) Write-off related to note conversions (2) 138 (408) 989 (480) Write-off related to note extinguishment (3) 955 — — — Balance at September 30 $ — $ — $ (2,054) $ — (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. (3) Write-offs associated with note extinguishment are recognized as a loss and included in loss on extinguishment of convertible notes in the condensed consolidated statements of operations. |
Convertible promissory notes - Exchange Notes | |
Debt Instrument [Line Items] | |
Summary of change in Bridge Note debt discounts and debt premiums | There was no Exchange Note activity during the three months ended September 30, 2019. During the nine months ended September 30, 2019, the change in Exchange Note debt discounts was as follows: (Dollars in thousands) For the Nine Months Ended September 30, 2019 Beginning balance at January 1 $ (83) Deductions: Amortization (1) 2 Write-off related to note conversions (2) 81 Balance at September 30 $ — (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 September 30, 2020 December 31, 2019 Convertible bridge notes $ — $ 1,938 Convertible bridge notes discount and debt issuance costs — (1,796) Total convertible notes — 142 Current portion of convertible notes — (142) Convertible notes, net of current maturities $ — $ — |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accrued expenses | (dollars in thousands) September 30, 2020 December 31, 2019 Accrued expenses $ 1,247 $ 1,268 Accrued compensation 536 247 Accrued interest 21 124 $ 1,804 $ 1,639 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Summary of balance sheet presentation of our operating and finance leases | (dollars in thousands) Classification on the Condensed Consolidated Balance Sheet September 30, 2020 December 31, 2019 Assets: Operating lease assets Operating lease right-of-use assets, net $ 358 $ 519 Finance lease assets Property and equipment, net 187 184 Total lease assets $ 545 $ 703 Liabilities: Current: Operating lease obligations Current maturities of operating lease liabilities $ 219 $ 209 Finance lease obligations Current maturities of finance lease liabilities 37 52 Noncurrent: Operating lease obligations Operating lease liabilities, less current maturities 150 317 Finance lease obligations Finance lease liabilities, less current maturities 108 119 Total lease liabilities $ 514 $ 697 |
Summary of estimated future minimum lease payments for finance leases | As of September 30, 2020 and December 31, 2019, the estimated future minimum lease payments, excluding non-lease components, are as follows: (dollars in thousands) Operating Leases Finance Leases September 30, December 31, September 30, December 31, 2020 2019 2020 2019 2020 $ 59 $ 242 $ 13 $ 62 2021 241 241 50 38 2022 48 48 38 32 2023 35 35 28 28 2024 17 17 27 27 Thereafter — — 13 13 Total lease obligations 400 583 169 200 Less: Amount representing interest (31) (57) (24) (29) Present value of net minimum lease obligations 369 526 145 171 Less, current portion (219) (209) (37) (52) Long term portion $ 150 $ 317 $ 108 $ 119 |
Schedule of other information | September 30, December 31, 2020 2019 Weighted-average remaining lease term (years): Operating leases 2.0 2.8 Finance leases 4.0 4.3 Weighted-average discount rate: Operating leases Finance leases |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stockholders' equity, including warrants and rights | The following represents a summary of the warrants outstanding as of September 30, 2020: Underlying Exercise Issue Year Expiration Shares Price Warrants (1) 2015 December 2020 272 $ 747.00 (2) 2016 January 2021 596 $ 544.50 (3) 2017 June 2022 2,540 $ 41.25 (3) 2017 June 2022 500 $ 7.50 (4) 2017 June 2022 6,095 $ 105.00 (5) 2017 August 2022 25,201 $ 0.40 (6) 2017 August 2022 4,000 $ 46.88 (7) 2017 August 2022 47,995 $ 150.00 (7) 2017 August 2022 9,101 $ 7.50 (8) 2017 August 2022 16,664 $ 0.40 (8) 2017 August 2022 7,335 $ 0.40 (9) 2017 October 2022 666 $ 0.40 (10) 2018 October 2022 7,207 $ 112.50 (11) 2018 April 2023 69,964 $ 5.40 (11) 2018 April 2023 121,552 $ 5.40 (12) 2018 October 2022 15,466 $ 11.25 (13) 2018 July 2023 14,671 $ 5.40 (13) 2018 July 2023 14,672 $ 5.40 (13) 2018 August 2023 36,334 $ 5.40 (13) 2018 August 2023 36,334 $ 5.40 (13) 2018 September 2023 19,816 $ 5.40 (13) 2018 September 2023 20,903 $ 5.40 (14) 2018 November 2023 75,788 $ 5.40 (14) 2018 December 2023 51,282 $ 5.40 (15) 2019 April 2024 147,472 $ 5.40 (16) 2019 May 2024 154,343 $ 9.56 906,769 (1) These warrants were issued in connection with an offering which was completed in July 2015. (2) These warrants were issued in connection with an offering which was completed in January 2016. Of the remaining outstanding warrants as of September 30, 2020, 357 warrants are recorded as a liability, See Note 9 – Fair Value for further discussion, and 239 are treated as equity. (3) These warrants were issued in connection with a June 2017 merger transaction (the “Merger”). (4) These warrants were issued in connection with the Merger. (5) These warrants were issued in connection with an underwritten public offering completed on August 28, 2017 (the “August 2017 Offering”) and are the August 2017 Offering Warrants discussed below. (6) These warrants were issued in connection with the August 2017 Offering. (7) 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. (8) 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. (9) 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. (10) These warrants were issued in connection with the Debt Obligation settlement agreements and are the Creditor Warrants discussed below. (11) These warrants were issued in connection with the 2018 Note Agreement and are the April 2018 Warrants discussed below. (12) These warrants were issued in connection with the 2018 Note Agreement and are the Advisor Warrants discussed below. (13) These warrants were issued in connection with the 2018 Note Agreement and are the Q3 2018 Warrants discussed below. (14) These warrants were issued in connection with the 2018 Note Agreement and subsequent Amendment Agreement and are the Q4 2018 Warrants discussed below . (15) These warrants were issued in connection with the 2018 Note Agreement and subsequent Amendment No. 2 Agreement and are the April 2019 Warrants discussed below . (16) These warrants were issued in connection with the May 2019 Bridge Notes and are the May 2019 Warrants discussed below. |
Summary of dividends recorded | The following represents a summary of the dividends recorded for the nine months ended September 30, 2020: 2503 Amount Recorded Deemed Dividends (in thousands) Dividends resulting from the March 2020 Amendment Deemed Dividend A $ 3,333 Deemed Dividend B 6 Deemed Dividend C * Deemed Dividend D 5 For the nine months ended September 30, 2020 $ 3,344 * Represents less than one thousand dollars |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
FAIR VALUE [Abstract] | |
Schedule of Changes in Fair Value of Liability | Dollars in Thousands Three Months Ended September 30, 2020 2016 Warrant Bridge Note Total Warrant Liability Warrant Liabilities Liabilities Beginning balance at July 1 $ 39 $ 735 $ 774 Total (gains) losses: Revaluation recognized in earnings 63 794 857 Balance at September 30 $ 102 $ 1,529 $ 1,631 Three Months Ended September 30, 2019 2016 Warrant Bridge Note Total Warrant Liability Warrant Liabilities Liabilities Beginning balance at July 1 $ 86 $ 2,250 $ 2,336 Total (gains) losses: Revaluation recognized in earnings (7) (556) (563) Balance at September 30 $ 79 $ 1,694 $ 1,773 Dollars in Thousands Nine Months Ended September 30, 2020 2016 Warrant Bridge Note Total Warrant Liability Warrant Liabilities Liabilities Beginning balance at January 1 $ 70 $ 1,268 $ 1,338 Total gains: Revaluation recognized in earnings 32 261 293 Balance at September 30 $ 102 $ 1,529 $ 1,631 Nine Months Ended September 30, 2019 2016 Warrant Bridge Note Total Warrant Liability Warrant Liabilities Liabilities Beginning balance at January 1 $ 116 $ 1,016 $ 1,132 Additions: – 1,858 1,858 Total (gains) losses: Revaluation recognized in earnings (37) 56 19 Modification recognized in earnings – 1,128 1,128 Deductions – warrant liability settlement – (2,364) (2,364) Balance at September 30 $ 79 $ 1,694 $ 1,773 |
Schedule of Change in the Fair Value of the Derivative Liabilities | During the nine months ended September 30, 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) Nine Months Ended September 30, 2019 Bridge Notes Redemption Conversion Total Derivative Feature Option Liabilities Beginning balance at January 1 $ 30 $ 32 $ 62 Deductions - write-off in conjunction with convertible note conversions (438) (39) (477) Total loss: Revaluation recognized in earnings 408 7 415 Balance at September 30 $ — $ — $ — |
EQUITY INCENTIVE PLAN (Tables)
EQUITY INCENTIVE PLAN (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
EQUITY INCENTIVE PLAN [Abstract] | |
Summary of stock option activity | following table summarizes stock option activity under our plans during the nine months ended September 30, 2020: Number of Weighted-Average Options Exercise Price Outstanding at January 1, 2020 490,330 $ 8.30 Granted 393,050 1.99 Forfeited (75,135) 13.86 Outstanding at September 30, 2020 808,245 $ 4.72 Exercisable at September 30, 2020 335,493 $ 7.03 |
SALES SERVICE REVENUE, NET AN_2
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE [Abstract] | |
Schedule of Net Revenues | For the Three Months Ended September 30, (dollars in thousands) Diagnostic Testing Biomarker Testing Total 2020 2019 2020 2019 2020 2019 Medicaid $ 15 $ 10 $ — $ — $ 15 $ 10 Medicare 811 373 — — 811 373 Self-pay 196 5 — — 196 5 Third party payers 950 490 — — 950 490 Contract diagnostics — — 26 142 26 142 Service revenue, net $ 1,972 $ 878 $ 26 $ 142 $ 1,998 $ 1,020 For the Nine Months Ended September 30, (dollars in thousands) Diagnostic Testing Biomarker Testing Total 2020 2019 2020 2019 2020 2019 Medicaid $ 40 $ 22 $ — $ — $ 40 $ 22 Medicare 1,979 1,217 — — 1,979 1,217 Self-pay 332 20 — — 332 20 Third party payers 2,313 1,297 — — 2,313 1,297 Contract diagnostics — — 408 569 408 569 Service revenue, net $ 4,664 $ 2,556 $ 408 $ 569 $ 5,072 $ 3,125 |
Schedule of Gross to Net Sales Adjustments | The following table presents our revenues initially recognized for each associated payer class during the three and nine months ended September 30, 2020 and 2019. For the Three Months Ended September 30, (dollars in thousands) Contractual Allowances and Revenues, net of Contractual Gross Revenues adjustments Allowances and adjustments 2020 2019 2020 2019 2020 2019 Medicaid $ 15 $ 10 $ — $ — $ 15 $ 10 Medicare 811 373 — — 811 373 Self-pay 196 5 — — 196 5 Third party payers 3,188 1,701 (2,238) (1,211) 950 490 Contract diagnostics 26 142 — — 26 142 4,236 2,231 (2,238) (1,211) 1,998 1,020 Clinical research grants and other 51 26 — — 51 26 $ 4,287 $ 2,257 $ (2,238) $ (1,211) $ 2,049 $ 1,046 (dollars in thousands) For the Nine Months Ended September 30, Contractual Allowances and Revenues, net of Contractual Gross Revenues adjustments Allowances and adjustments 2020 2019 2020 2019 2020 2019 Medicaid $ 40 $ 25 $ — $ (3) $ 40 $ 22 Medicare 1,979 1,234 — (17) 1,979 1,217 Self-pay 335 20 (3) — 332 20 Third party payers 7,944 4,289 (5,631) (2,992) 2,313 1,297 Contract diagnostics 408 569 — — 408 569 10,706 6,137 (5,634) (3,012) 5,072 3,125 Clinical research grants and other 104 37 — — 104 37 $ 10,810 $ 6,174 $ (5,634) $ (3,012) $ 5,176 $ 3,162 |
Schedule of Reported Revenues Net of Collection Allowance [Table Text Block] | For the Three Months Ended September 30, Revenues, net of (dollars in thousands) Contractual Allowances Allowances for doubtful and adjustments accounts Total 2020 2019 2020 2019 2020 2019 Medicaid $ 15 $ 10 $ (15) $ (10) $ — $ — Medicare 811 373 (121) (56) 690 317 Self-pay 196 5 — — 196 5 Third party payers 950 490 (286) (196) 664 294 Contract diagnostics 26 142 — — 26 142 1,998 1,020 (422) (262) 1,576 758 Clinical research grants and other 51 26 — — 51 26 $ 2,049 $ 1,046 $ (422) $ (262) $ 1,627 $ 784 For the Nine Months Ended September 30, Revenues, net of (dollars in thousands) Contractual Allowances Allowances for doubtful and adjustments accounts Total 2020 2019 2020 2019 2020 2019 Medicaid $ 40 $ 22 $ (40) $ (22) $ — $ — Medicare 1,979 1,217 (296) (183) 1,683 1,034 Self-pay 332 20 — — 332 20 Third party payers 2,313 1,297 (689) (518) 1,624 779 Contract diagnostics 408 569 — — 408 569 5,072 3,125 (1,025) (723) 4,047 2,402 Clinical research grants and other 104 37 — — 104 37 $ 5,176 $ 3,162 $ (1,025) $ (723) $ 4,151 $ 2,439 |
Schedule of Receivables | (dollars in thousands) September 30, 2020 December 31, 2019 Medicaid $ 132 $ 107 Medicare 1,002 814 Self-pay 403 88 Third party payers 3,211 2,203 Contract diagnostic services 37 36 $ 4,785 $ 3,248 Less allowance for doubtful accounts (3,699) (2,674) Accounts receivable, net $ 1,086 $ 574 |
Schedule of Allowance for Doubtful Accounts | Allowance for Doubtful (dollars in thousands) Accounts Balance, January 1, 2020 $ (2,674) Collection Allowance: Medicaid $ (40) Medicare (296) Third party payers (689) (1,025) Bad debt expense $ — Total charges (1,025) Balance, September 30, 2020 $ (3,699) |
Schedule of Customer Revenue and Accounts Receivable Concentrations | Net sales Accounts receivable, as of Three Months Ended Nine Months Ended September 30, September 30, September 30, December 31, 2020 2019 2020 2019 2020 2019 Customer A * % * % * * Customer B * % * * * % Customer C * * * * % % Customer D * * * * % * * represents less than 10% |
BUSINESS DESCRIPTION (Narrative
BUSINESS DESCRIPTION (Narrative) (Details) - USD ($) | May 13, 2020 | Jan. 15, 2019 | Sep. 07, 2018 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | Apr. 30, 2020 | Apr. 13, 2020 | Apr. 09, 2020 |
Business Acquisition [Line Items] | ||||||||||||
Accumulated Net Income (Loss) | $ 8,700,000 | $ 8,700,000 | $ 8,700,000 | |||||||||
Working deficiency | $ 500,000 | 500,000 | 500,000 | |||||||||
Net cash used in operating activities | (5,983,000) | $ (7,001,000) | ||||||||||
Shares sold in offering (in shares) | 550,000 | |||||||||||
Proceeds from issuance of common stock | $ 6,921,000 | $ 5,171,000 | ||||||||||
Maximum aggregate initial offering price | $ 50,000,000 | $ 50,000,000 | ||||||||||
Lincoln Park [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Value of shares issued | $ 10,000,000 | |||||||||||
Shares sold in offering (in shares) | 4,130,000 | 0 | 1,040,654 | 2,778,077 | 328,590 | |||||||
Proceeds from issuance of common stock | $ 1,200,000 | $ 1,400,000 | $ 6,600,000 | $ 1,400,000 | $ 9,400,000 | |||||||
Equity purchase agreement value remaining available | 3,300,000 | |||||||||||
Lincoln Park [Member] | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Value of shares issued | $ 1,000,000 | $ 10,000,000 | ||||||||||
Shares sold in offering (in shares) | 30,000 | |||||||||||
LP 2020 Purchase Agreement [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Proceeds from issuance of common stock | $ 6,700,000 | |||||||||||
Crede Note | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Proceeds from issuance of common stock | $ 4,000,000 | |||||||||||
Joint Venture | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of interest in joint venture | 49.00% | |||||||||||
Joint Venture | Poplar Put Right [Member] | Scenario, Plan [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of interest in joint venture | 100.00% | 100.00% | 100.00% | |||||||||
Price per share | $ 1 | $ 1 | $ 1 | |||||||||
Purchase price | $ 51 | $ 51 | $ 51 | |||||||||
Joint Venture | Popular Healthcare PLLC | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Percentage of interest in joint venture | 51.00% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Outstanding Securities) (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities not included in the computation of diluted net loss per share | 1,832,514 | 1,725,719 |
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 | 808,245 | 493,908 |
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 | 906,769 | 909,189 |
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 | 117,500 | 20,888 |
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 | 301,734 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (VIE) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts receivable, net | $ 1,086 | $ 574 |
Total assets | 20,717 | 19,511 |
Accrued expenses | 1,804 | 1,639 |
Total liabilities | 6,856 | $ 6,306 |
Variable Interest Entity, Primary Beneficiary [Member] | ||
Accounts receivable, net | 569 | |
Total assets | 569 | |
Accrued expenses | 7 | |
Total liabilities | 7 | |
Noncontrolling Interest in Joint Venture | $ 27 |
LONG-TERM DEBT (Schedule of Deb
LONG-TERM DEBT (Schedule of Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,030 | $ 519 |
Current portion of long-term debt | (530) | (321) |
Long-term debt, net of current maturities | 500 | 198 |
Department of Economic and Community Development (DECD) | ||
Debt Instrument [Line Items] | ||
Total debt | 240 | 249 |
Debt issuance cost | (22) | (24) |
Financed Insurance Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 19 | 260 |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt | (142) | |
Long-term debt, net of current maturities | 0 | 0 |
Convertible Debt [Member] | Convertible bridge notes | ||
Debt Instrument [Line Items] | ||
Debt issuance cost | (1,796) | |
Settlement Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 6 | $ 34 |
Paycheck Protection Program | ||
Debt Instrument [Line Items] | ||
Total debt | $ 787 |
LONG-TERM DEBT (Department of E
LONG-TERM DEBT (Department of Economic and Community Development) (Details) - USD ($) | Jan. 08, 2018 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Total debt | $ 1,030,000 | $ 1,030,000 | $ 519,000 | |||
Revenue, net of contractual allowances and adjustments | 2,049,000 | $ 1,046,000 | 5,176,000 | $ 3,162,000 | ||
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 | 240,000 | 240,000 | 249,000 | |||
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 | 22,000 | 22,000 | $ 24,000 | ||
Amortization of debt issuance cost | 2,000 | $ 2,000 | ||||
2020 | 3,000 | 3,000 | ||||
2021 | 3,000 | 3,000 | ||||
2022 | 3,000 | 3,000 | ||||
2023 | 3,000 | 3,000 | ||||
2024 | 3,000 | $ 3,000 | ||||
Term loan | Department of Economic and Community Development (DECD) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt issuance cost | $ 1,000 | $ 1,000 |
LONG-TERM DEBT (Financed Insura
LONG-TERM DEBT (Financed Insurance Loan) (Details) - USD ($) | Sep. 30, 2020 | Jul. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2019 | Jul. 31, 2018 |
Debt Instrument [Line Items] | |||||
Total debt | $ 1,030,000 | $ 519,000 | |||
Financed Insurance Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 100,000 | $ 400,000 | $ 400,000 | ||
Interest rate (as a percent) | 5.00% | 5.00% | 4.89% | ||
Total debt | $ 19,000 | $ 260,000 |
LONG-TERM DEBT (Settlement Agre
LONG-TERM DEBT (Settlement Agreement) (Details) - USD ($) $ in Thousands | Sep. 21, 2018 | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Total debt | $ 1,030 | $ 519 | |
Settlement Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 6 | 34 | |
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 |
LONG-TERM DEBT (Paycheck Protec
LONG-TERM DEBT (Paycheck Protection Program.) (Details) - USD ($) | Apr. 23, 2020 | Sep. 30, 2020 | Apr. 30, 2020 |
Debt Instrument [Line Items] | |||
Payroll Cost | $ 800,000 | ||
Joint Venture | |||
Debt Instrument [Line Items] | |||
Percentage of interest in joint venture | 49.00% | ||
Popular Healthcare PLLC | Joint Venture | |||
Debt Instrument [Line Items] | |||
Percentage of interest in joint venture | 51.00% | ||
Paycheck Protection Program | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | 500,000 | ||
Long-term Debt | $ 300,000 | ||
Unsecured Debt [Member] | Paycheck Protection Program | Promissory notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 787,200 | ||
Debt instrument, term | 2 years | ||
Interest rate (as a percent) | 1.00% | ||
Payment deferral period | 6 months |
CONVERTIBLE NOTES (Details)
CONVERTIBLE NOTES (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Current portion of long-term debt | $ (530) | $ (321) |
Long-term debt, net of current maturities | 500 | 198 |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes | 142 | |
Current portion of long-term debt | (142) | |
Long-term debt, net of current maturities | 0 | 0 |
Convertible bridge notes | Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes | 1,938 | |
Debt issuance cost | $ (1,796) |
CONVERTIBLE NOTES - Bridge Note
CONVERTIBLE NOTES - Bridge Notes (Details) | Mar. 26, 2020$ / shares | Mar. 25, 2020$ / shares | May 14, 2019USD ($)D$ / sharesshares | Apr. 30, 2019$ / shares | Apr. 16, 2019USD ($)D$ / sharesshares | Apr. 30, 2018$ / sharesshares | Sep. 30, 2019USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)shares | Mar. 31, 2020$ / shares | Feb. 29, 2020$ / shares | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2018USD ($)$ / shares | Apr. 20, 2018USD ($) | Aug. 31, 2017$ / shares |
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from issuance of debt | $ 2,150,000 | |||||||||||||||
Total debt | $ 1,030,000 | $ 519,000 | ||||||||||||||
Loss on extinguishment of convertible notes | (1,225,000) | |||||||||||||||
Loss on modification of warrants | (1,128,000) | |||||||||||||||
Proceeds from convertible notes | 2,150,000 | |||||||||||||||
Loss on extinguishment of convertible notes | (1,225,000) | |||||||||||||||
Conversion of convertible debt into common stock | 2,176,000 | 7,390,000 | ||||||||||||||
Long-term debt, net of current maturities | 500,000 | 198,000 | ||||||||||||||
Convertible Promissory Note Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 45 | |||||||||||||||
Convertible Promissory Note Warrants | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 0.40 | $ 2.25 | ||||||||||||||
April 2018 Warrants, First Half | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Class of Warrant or Right, Term | 1 year | 5 years | ||||||||||||||
April 2018 Warrants, Second Half | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Class of Warrant or Right, Term | 5 years | 1 year | 1 year | |||||||||||||
April 2018 Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stock rights issued (in shares) | shares | shares | 243,224 | |||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.25 | |||||||||||||||
Loss on modification of warrants | 1,100,000 | |||||||||||||||
Quarter 3 2018 Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.40 | |||||||||||||||
Loss on modification of warrants | $ 0 | 400,000 | ||||||||||||||
Warrants term | 5 years | |||||||||||||||
April 2019 Bridge Notes And May 2019 Bridge Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Guaranteed interest period | 18 months | 12 months | ||||||||||||||
2018 Note Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 4,500,000 | |||||||||||||||
2018 Note Agreement | Advisor Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stock rights issued (in shares) | shares | shares | 15,466 | |||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.25 | |||||||||||||||
May 2019 Bridge Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Stock rights issued (in shares) | shares | shares | 154,343 | |||||||||||||||
Warrants, fair value | $ 900,000 | |||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 9.56 | |||||||||||||||
Warrants term | 5 years | |||||||||||||||
Quarter 4 2018 Bridge Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Write off of debt premium with an offset to additional paid in capital | 500,000 | |||||||||||||||
Convertible Debt [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt, carrying amount | 142,000 | |||||||||||||||
Long-term debt, net of current maturities | $ 0 | 0 | ||||||||||||||
Convertible Debt [Member] | Quarter 3 2018 Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 11.25 | |||||||||||||||
Convertible Debt [Member] | Quarter 4 2018 Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.40 | |||||||||||||||
Warrants term | 5 years | |||||||||||||||
Convertible Debt [Member] | April 2019 Bridge Notes And May 2019 Bridge Notes | Amendment Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt discount | $ 1,000,000 | |||||||||||||||
Beneficial conversion feature | 500,000 | |||||||||||||||
Loss on extinguishment of convertible notes | 1,200,000 | |||||||||||||||
Convertible Debt, Fair Value Disclosures | 2,600,000 | |||||||||||||||
Floor price | $ / shares | $ 0.40 | $ 2.25 | ||||||||||||||
Fair value of convertible debt | 2,600,000 | |||||||||||||||
Debt premium on debt | 800,000 | |||||||||||||||
Loss on extinguishment of convertible notes | 1,200,000 | |||||||||||||||
Beneficial conversion | 500,000 | |||||||||||||||
Debt Instrument, Unamortized Premium | 800,000 | |||||||||||||||
Convertible Debt [Member] | April 2019 Bridge Notes And May 2019 Bridge Notes | Amendment Agreement | Bridge Notes Beneficial Conversion Features | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible Debt, Fair Value Disclosures | 0 | |||||||||||||||
Fair value of convertible debt | 0 | |||||||||||||||
Convertible Debt [Member] | April 2019 Bridge Notes And May 2019 Bridge Notes | Amendment Agreement | Bridge Notes Redemption Feature [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Convertible Debt, Fair Value Disclosures | 0 | |||||||||||||||
Fair value of convertible debt | $ 0 | |||||||||||||||
Convertible Debt [Member] | Convertible Bridge Loan | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt discount | $ 2,054,000 | $ 2,054,000 | $ 1,796,000 | $ 2,158,000 | $ 1,111,000 | |||||||||||
Exercise price (in dollars per share) | $ / shares | $ 7.50 | |||||||||||||||
Debt premium on debt | 647,000 | |||||||||||||||
Number of shares converted from debt instrument (in shares) | shares | 52,748 | 3,908,145 | 1,828,766 | |||||||||||||
Conversion of convertible debt into common stock | $ 100,000 | $ 2,200,000 | $ 4,600,000 | |||||||||||||
Debt Instrument, Unamortized Premium | $ 647,000 | |||||||||||||||
Amortization of debt discount | $ 41,000 | 703,000 | 154,000 | |||||||||||||
Amortization of debt premium | $ 385,000 | $ 167,000 | ||||||||||||||
Convertible Debt [Member] | April 2019 Bridge Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 1,000,000 | |||||||||||||||
Discount percentage | 9.00% | |||||||||||||||
Proceeds from issuance of debt | $ 900,000 | |||||||||||||||
Total debt | 989,011 | |||||||||||||||
Debt discount and debt issuance costs as a reduction of the related debt | 1,000,000 | |||||||||||||||
Debt discount | $ 89,000 | |||||||||||||||
Stock rights issued (in shares) | shares | shares | 147,472 | |||||||||||||||
Warrants, fair value | $ 1,000,000 | |||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.40 | |||||||||||||||
Beneficial conversion feature | $ 900,000 | |||||||||||||||
Net debt issuance costs and debt discounts | 2,000,000 | |||||||||||||||
Loss on issuance of convertible notes | 1,000,000 | |||||||||||||||
Proceeds from convertible notes | 900,000 | |||||||||||||||
Beneficial conversion | $ 900,000 | |||||||||||||||
Warrants term | 5 years | |||||||||||||||
Convertible Debt [Member] | April 2019 Bridge Notes | 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 | |||||||||||||||
Floor price | $ / shares | 2.25 | |||||||||||||||
Convertible Debt [Member] | April 2019 Bridge Notes | Maximum | Amendment Agreement | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion price per share | $ / shares | $ 3.75 | |||||||||||||||
Convertible Debt [Member] | May 2019 Bridge Notes | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 1,098,901 | |||||||||||||||
Conversion threshold percentage of stock price trigger | 80.00% | |||||||||||||||
Convertible debt, threshold consecutive trading days | D | 10 | |||||||||||||||
Conversion price per share | $ / shares | $ 7.12 | |||||||||||||||
Repayment Period | 180 days | |||||||||||||||
Proceeds from issuance of debt | $ 1,000,000 | |||||||||||||||
Debt discount and debt issuance costs as a reduction of the related debt | 1,100,000 | |||||||||||||||
Debt discount | 99,000 | |||||||||||||||
Beneficial conversion feature | 900,000 | |||||||||||||||
Net debt issuance costs and debt discounts | 2,000,000 | |||||||||||||||
Loss on issuance of convertible notes | $ 900,000 | |||||||||||||||
Original issue discount (as a percent) | 9 | |||||||||||||||
Proceeds from convertible notes | $ 1,000,000 | |||||||||||||||
Floor price | $ / shares | $ 2.25 | |||||||||||||||
Beneficial conversion | $ 900,000 |
CONVERTIBLE NOTES (Bridge Note
CONVERTIBLE NOTES (Bridge Note debt discounts and debt premiums) (Details) - Convertible Debt [Member] - Convertible Bridge Loan - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Debt discounts | |||
Beginning balance | $ (2,158) | $ (1,796) | $ (1,111) |
Additions | (2,086) | ||
Deductions: Amortization/accretion | 41 | 703 | 154 |
Deductions: Write-off related to note conversions | 63 | 138 | 989 |
Deductions: Write-off related to note extinguishment | 955 | ||
Ending balance | $ (2,054) | (2,054) | |
Debt premiums | |||
Beginning balance | 647 | ||
Additions: | 793 | ||
Deductions: Amortization/accretion | (385) | (167) | |
Deductions: Write-off related to note conversions | $ (408) | $ (480) |
CONVERTIBLE NOTES (Convertible
CONVERTIBLE NOTES (Convertible Promissory Notes - Exchange Notes) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Apr. 16, 2019 | Feb. 28, 2018 | |
Debt Instrument [Line Items] | ||||||
Total debt | $ 1,030 | $ 519 | ||||
Repayments of Notes Payable | 302 | $ 329 | ||||
Conversion of convertible debt into common stock | $ 2,176 | 7,390 | ||||
Write off of derivative liability | $ 0 | 100 | ||||
Creditor Warrants Relating to Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 112.50 | |||||
Crede Note | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Notes Payable | $ 0 | $ 0 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 270,699 | 270,699 | ||||
Long-term Debt | $ 0 | $ 0 | $ 1,450 | |||
Number of shares converted from debt instrument (in shares) | 270,699 | 270,699 | ||||
Convertible Debt [Member] | Convertible promissory notes - Exchange Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 0 | 155,351 | ||||
Conversion of convertible debt into common stock | $ 0 | $ 600 | ||||
Number of shares converted from debt instrument (in shares) | 0 | 155,351 |
CONVERTIBLE NOTES (Exchange Not
CONVERTIBLE NOTES (Exchange Note debt discounts) (Details) - Convertible promissory notes - Exchange Notes - Convertible Debt [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Debt discounts | |
Beginning balance | $ (83) |
Deductions: Amortization/accretion | 2 |
Write-off related to note conversions | 81 |
Ending balance | $ 0 |
CONVERTIBLE NOTES (Convertibl_2
CONVERTIBLE NOTES (Convertible Promissory Notes) (Details) - USD ($) | Jan. 15, 2019 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Apr. 16, 2019 | Jan. 29, 2019 |
Debt Instrument [Line Items] | |||||||
Payments on notes | $ 302,000 | $ 329,000 | |||||
Conversion of convertible debt into common stock | 2,176,000 | 7,390,000 | |||||
Proceeds from issuance of common stock | 6,921,000 | 5,171,000 | |||||
Proceeds from issuance of debt | 2,150,000 | ||||||
Leviston Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding debt | $ 0 | $ 0 | |||||
Crede Note | |||||||
Debt Instrument [Line Items] | |||||||
Payments on notes | $ 0 | 0 | |||||
Number of shares converted from debt instrument (in shares) | 270,699 | 270,699 | |||||
Outstanding debt | $ 0 | $ 0 | $ 1,450,000 | ||||
Issuance of convertible notes | $ 1,450,000 | ||||||
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 | $ 4,000,000 | ||||||
Beneficial Ownership Cap | 4.99% | ||||||
Leviston Resources LLC | |||||||
Debt Instrument [Line Items] | |||||||
Payments on notes | 0 | ||||||
Conversion of convertible debt into common stock | $ 0 | $ 700,000 | |||||
Number of shares converted from debt instrument (in shares) | 0 | 184,357 | |||||
Settled Litigation | Leviston Resources LLC | |||||||
Debt Instrument [Line Items] | |||||||
Issuance of convertible notes | $ 700,000 | ||||||
Maximum | Crede Note | |||||||
Debt Instrument [Line Items] | |||||||
New shares issued (in shares) | 10,000 | ||||||
Percentage of daily average composite trading volume | 10.00% | ||||||
Maximum | Leviston Resources LLC | |||||||
Debt Instrument [Line Items] | |||||||
Payments on notes | $ 100,000 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Accrued Expenses) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 1,247 | $ 1,268 |
Accrued compensation | 536 | 247 |
Accrued interest | 21 | 124 |
Accrued expenses | $ 1,804 | $ 1,639 |
ACCRUED EXPENSES AND OTHER CU_4
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Payables and Accruals [Abstract] | ||||
Reduction in Certain Accrued Expense and Accounts Payable | $ 0 | $ 1,300 | ||
Gain on settlement of liability, net | $ 0 | $ 0 | $ 1,251 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) $ in Thousands | Jun. 21, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | |||
Loss contingency accrual | $ 270 | ||
Expected amount to be paid by insurance company | 1,680 | ||
CPA Global | |||
Loss Contingencies [Line Items] | |||
Loss contingency, damages sought | $ 200 | ||
CPA Global | Maximum | |||
Loss Contingencies [Line Items] | |||
Loss contingency accrual | $ 100 | $ 100 | |
Jesse Cambell | |||
Loss Contingencies [Line Items] | |||
Litigation settlement in favor of other party, amount | $ 1,950 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Jan. 01, 2019USD ($)item | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Lessee, Lease, Description [Line Items] | ||||||
Right-of-use assets | $ 750,000 | $ 358,000 | $ 358,000 | $ 519,000 | ||
Lease liabilities | $ 750,000 | 369,000 | 369,000 | $ 526,000 | ||
Operating leases | 200,000 | $ 200,000 | ||||
Right-of-use assets obtained in exchange for lease obligations | 0 | 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 | |||||
Short-term lease costs | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | ||
ASU 2016-02 | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Increase (decrease) in deferred rent and prepaid expenses | $ (6,000) | |||||
Current prepaid expense | 6,000 | |||||
Cumulative effect adjustment | $ 0 |
LEASES - Operating and Financin
LEASES - Operating and Financing leases (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Balance sheet presentation of our operating and financing leases | |||
Operating lease right-of-use assets | $ 358,000 | $ 519,000 | $ 750,000 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Operating lease right-of-use assets | ||
Finance lease assets | $ 187,000 | 184,000 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant and Equipment, Net | ||
Total lease assets | $ 545,000 | 703,000 | |
Operating lease obligations, current | $ 219,000 | 209,000 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Operating lease obligations, current | ||
Finance lease obligations | $ 37,000 | 52,000 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Finance lease obligations | ||
Operating lease liabilities, less current maturities | $ 150,000 | 317,000 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating lease liabilities, less current maturities | ||
Finance lease liabilities, less current maturities | $ 108,000 | 119,000 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Finance lease liabilities, less current maturities | ||
Total lease liabilities | $ 514,000 | $ 697,000 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
Operating leases, estimated future minimum lease payments | |||
2020 | $ 59,000 | $ 242,000 | |
2021 | 241,000 | 241,000 | |
2022 | 48,000 | 48,000 | |
2023 | 35,000 | 35,000 | |
2024 | 17,000 | 17,000 | |
Total lease obligations | 400,000 | 583,000 | |
Less: Amount representing interest | (31,000) | (57,000) | |
Present value of net minimum lease obligations | 369,000 | 526,000 | $ 750,000 |
Less, current portion | (219,000) | (209,000) | |
Long term portion | 150,000 | 317,000 | |
Finance leases, estimated future minimum lease payments | |||
2020 | 13,000 | 62,000 | |
2021 | 50,000 | 38,000 | |
2022 | 38,000 | 32,000 | |
2023 | 28,000 | 28,000 | |
2024 | 27,000 | 27,000 | |
Thereafter | 13,000 | 13,000 | |
Total lease obligations | 169,000 | 200,000 | |
Less: Amount representing interest | (24,000) | (29,000) | |
Finance Lease, Liability, Total | 145,000 | 171,000 | |
Less, current portion | (37,000) | (52,000) | |
Long term portion | 108,000 | 119,000 | |
Total lease liabilities | $ 514,000 | $ 697,000 |
LEASES - Operating and Financ_2
LEASES - Operating and Financing Lease Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | |||||
Operating lease costs | $ 0.1 | $ 0.2 | $ 0.1 | $ 0.2 | |
Finance leases, amortization expense and interest | 0.1 | 0.1 | |||
Minimum | |||||
Lessee, Lease, Description [Line Items] | |||||
Renewal term | 1 year | ||||
Maximum | |||||
Lessee, Lease, Description [Line Items] | |||||
Short-term lease costs | $ 0.1 | $ 0.1 | 0.1 | 0.1 | |
Amounts included in measurement of lease liabilities | $ 0.2 | $ 0.2 | |||
Renewal term | 5 years |
LEASES - Other Information (Det
LEASES - Other Information (Details) | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating leases (in years) | 2 years | 2 years 9 months 18 days |
Finance leases (in years) | 4 years | 4 years 3 months 18 days |
Operating leases discount rate | 8.00% | 8.00% |
Finance leases discount rate | 8.19% | 7.25% |
STOCKHOLDERS' EQUITY (Common St
STOCKHOLDERS' EQUITY (Common Stock, 2018 Purchase Agreement and LP Purchase Agreement) (Details) | Jun. 26, 2020shares | May 13, 2020USD ($)shares | Apr. 08, 2020shares | Mar. 26, 2020USD ($)D$ / sharesshares | Jan. 14, 2020shares | Aug. 09, 2019shares | Feb. 01, 2019shares | Sep. 14, 2018shares | Sep. 07, 2018USD ($)$ / sharesshares | Apr. 30, 2020 | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Sep. 30, 2020USD ($)shares | Apr. 06, 2020shares | Jan. 29, 2019USD ($) | 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 | ||||||||||||||||
Number of shares converted (in shares) | 0 | |||||||||||||||||||||
Common stock, shares outstanding (in shares) | 8,870,129 | 16,676,916 | 16,676,916 | 7,898,117 | 16,676,916 | 1,543,724 | ||||||||||||||||
Shares sold in offering (in shares) | 550,000 | |||||||||||||||||||||
Issuance of common stock, net of issuance costs | $ | $ 6,921,000 | $ 5,171,000 | ||||||||||||||||||||
Conversion of convertible debt into common stock | $ | 2,176,000 | 7,390,000 | ||||||||||||||||||||
Conversion of debt into stock | $ | $ 2,176,000 | $ 7,390,000 | ||||||||||||||||||||
Warrant exercises in period | 310,200 | |||||||||||||||||||||
Proceeds from exercise of warrants | $ | $ 1,575,000 | |||||||||||||||||||||
Shares issued (in shares) | 16,676,916 | 16,676,916 | 7,898,117 | 16,676,916 | ||||||||||||||||||
Common Stock | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of convertible notes into common stock (in shares) | 52,748 | 3,908,145 | 2,439,173 | |||||||||||||||||||
Common stock issued in connection with the conversion of convertible notes | 0 | 3,908,145 | ||||||||||||||||||||
Conversion of convertible debt into common stock | $ | $ 0 | $ 100,000 | $ 2,200,000 | $ 7,400,000 | ||||||||||||||||||
Number of shares converted from debt instrument (in shares) | 52,748 | 3,908,145 | 2,439,173 | |||||||||||||||||||
Conversion of debt into stock | $ | $ 0 | $ 100,000 | $ 2,200,000 | $ 7,400,000 | ||||||||||||||||||
Common Stock | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Common stock issued for exercise of warrants | 0 | 310,200 | ||||||||||||||||||||
Preferred Class B | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Number of shares converted (in shares) | 0 | 0 | 0 | 0 | ||||||||||||||||||
Leviston Resources LLC | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Conversion of convertible notes into common stock (in shares) | 0 | 184,357 | ||||||||||||||||||||
Conversion of convertible debt into common stock | $ | $ 0 | $ 700,000 | ||||||||||||||||||||
Number of shares converted from debt instrument (in shares) | 0 | 184,357 | ||||||||||||||||||||
Conversion of debt into stock | $ | $ 0 | $ 700,000 | ||||||||||||||||||||
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) | 4,500,000 | 920,654 | 1,800,000 | 1,000,000 | 466,667 | 40,000 | ||||||||||||||||
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) | 4,130,000 | 0 | 1,040,654 | 2,778,077 | 328,590 | |||||||||||||||||
Issuance of common stock, net of issuance costs | $ | $ 1,200,000 | $ 1,400,000 | $ 6,600,000 | $ 1,400,000 | $ 9,400,000 | |||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 7.05 | |||||||||||||||||||||
Shares issued (in shares) | 2,060,000 | 2,060,000 | 2,060,000 | 920,654 | ||||||||||||||||||
Minimum | Lincoln Park [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 1.50 | $ 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 | |||||||||||||||||||||
LP 2020 Purchase Agreement [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Issuance of common stock, net of issuance costs | $ | $ 6,700,000 | |||||||||||||||||||||
LP 2020 Purchase Agreement [Member] | Lincoln Park [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
New shares issued (in shares) | 1,770,000 | 250,000 | ||||||||||||||||||||
Value of shares issued | $ | $ 10,000,000 | |||||||||||||||||||||
Maximum percentage of shares issued | 19.99% | |||||||||||||||||||||
Maximum number of shares issued | 1,774,024 | |||||||||||||||||||||
Beneficial Ownership Cap | 4.99% | |||||||||||||||||||||
Shares sold in offering (in shares) | 2,060,000 | 3,580,000 | ||||||||||||||||||||
Issuance of common stock, net of issuance costs | $ | $ 4,300,000 | $ 5,500,000 | ||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 0.7306 | |||||||||||||||||||||
Number of business days prior to purchase date | D | 10 | |||||||||||||||||||||
LP 2020 Purchase Agreement [Member] | Minimum | Lincoln Park [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Share price (in dollars per share) | $ / shares | $ 1 | |||||||||||||||||||||
LP 2020 Purchase Agreement [Member] | Maximum | Lincoln Park [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Value of shares issued | $ | $ 1,000,000 | |||||||||||||||||||||
Shares sold in offering based on market price | 50,000 | |||||||||||||||||||||
LP 2020 Purchase Agreement [Member] | Closing Sale Price Above 1.00 [Member] | Maximum | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Shares sold in offering based on market price | 80,000 | |||||||||||||||||||||
LP 2020 Purchase Agreement [Member] | Closing Sale Price Above 1.50 [Member] | Maximum | Lincoln Park [Member] | ||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||
Shares sold in offering based on market price | 100,000 |
STOCKHOLDERS' EQUITY (Preferred
STOCKHOLDERS' EQUITY (Preferred Stock) (Details) - shares | Sep. 30, 2020 | Dec. 31, 2019 |
Stockholders' Equity Note [Abstract] | ||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
STOCKHOLDERS' EQUITY (Series B
STOCKHOLDERS' EQUITY (Series B Preferred Stock) (Details) - USD ($) | May 13, 2020 | Aug. 31, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Feb. 29, 2020 | Dec. 31, 2019 | Apr. 30, 2018 | Aug. 25, 2017 |
Class of Stock [Line Items] | |||||||||||
Shares sold in offering (in shares) | 550,000 | ||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Number of shares converted (in shares) | 0 | ||||||||||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | 15,000,000 | ||||||||
Preferred stock, shares outstanding (in shares) | 47 | 47 | 47 | ||||||||
Preferred stock, shares issued (in shares) | 47 | 47 | 47 | ||||||||
Offering Warrants | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock rights issued (in shares) | 178,666 | ||||||||||
Exercise price (in dollars per share) | $ 45 | $ 0.40 | $ 2.25 | ||||||||
Proceeds from issuance of warrants | $ 15,000 | $ 15,000 | |||||||||
Preferred Class B | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||||||||||
Number of shares converted (in shares) | 0 | 0 | 0 | 0 | |||||||
Preferred stock, shares authorized (in shares) | 6,900 | 6,900 | 6,900 | 6,900 | |||||||
Preferred stock, shares outstanding (in shares) | 47 | 47 | 47 | ||||||||
Preferred stock, shares issued (in shares) | 6,900 | 6,900 | 6,900 | ||||||||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | ||||||||||
2018 Note Agreement | Preferred Class B | |||||||||||
Class of Stock [Line Items] | |||||||||||
Conversion price (in dollars per share) | $ 0.40 | $ 0.40 | $ 2.25 | ||||||||
2018 Note Agreement | Preferred Class B | Deemed Dividend K | |||||||||||
Class of Stock [Line Items] | |||||||||||
Beneficial conversion feature | $ 3,300,000 |
STOCKHOLDERS' EQUITY (Series C
STOCKHOLDERS' EQUITY (Series C Preferred Stock) (Details) - $ / shares | May 13, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||
Shares sold in offering (in shares) | 550,000 | |||
Number of shares converted (in shares) | 0 | |||
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 |
STOCKHOLDERS' EQUITY (Preferr_2
STOCKHOLDERS' EQUITY (Preferred Stock Induced Conversions) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Aug. 25, 2017 | |
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 | |||
Conversion of convertible debt into common stock | $ 2,176 | $ 7,390 | ||||
Deemed dividend | $ 0 | $ 0 | $ 0 | $ 0 | ||
Number of shares converted (in shares) | 0 | |||||
Preferred stock, shares outstanding (in shares) | 47 | 47 | 47 | |||
Preferred stock, shares issued (in shares) | 47 | 47 | 47 | |||
Preferred Class B | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized (in shares) | 6,900 | 6,900 | 6,900 | 6,900 | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | |||||
Number of shares converted (in shares) | 0 | 0 | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 47 | 47 | 47 | |||
Preferred stock, shares issued (in shares) | 6,900 | 6,900 | 6,900 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Warrants) (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | Sep. 30, 2020$ / sharesshares | |
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 906,769 | 906,769 |
Warrants expired | 0 | 2,420 |
Warrants Assumed in Merger, Expiring December 2020 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 272 | 272 |
Exercise price (in dollars per share) | $ / shares | $ 747 | $ 747 |
Warrants Assumed in Merger, Expiring January 2021, Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 596 | 596 |
Exercise price (in dollars per share) | $ / shares | $ 544.50 | $ 544.50 |
Warrants outstanding (in shares) | 239 | 239 |
Warrants Not Assumed in Merger, Expiring June 2022, Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 2,540 | 2,540 |
Exercise price (in dollars per share) | $ / shares | $ 41.25 | $ 41.25 |
Warrants Not Assumed in Merger, Expiring June 2022, Group B [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 500 | 500 |
Exercise price (in dollars per share) | $ / shares | $ 7.50 | $ 7.50 |
Warrants Not Assumed In Merger, Expiring June 2022 Group C [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 6,095 | 6,095 |
Exercise price (in dollars per share) | $ / shares | $ 105 | $ 105 |
Warrants Not Assumed in Merger, Expiring August 2022, Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 25,201 | 25,201 |
Exercise price (in dollars per share) | $ / shares | $ 0.40 | $ 0.40 |
Warrants Not Assumed in Merger, Expiring August 2022, Group B [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 4,000 | 4,000 |
Exercise price (in dollars per share) | $ / shares | $ 46.880 | $ 46.880 |
Warrants Not Assumed in Merger, Expiring August 2022, Group C [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 47,995 | 47,995 |
Exercise price (in dollars per share) | $ / shares | $ 150 | $ 150 |
Warrants Not Assumed in Merger, Expiring August 2022, Group D [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 9,101 | 9,101 |
Exercise price (in dollars per share) | $ / shares | $ 7.50 | $ 7.50 |
Warrants Not Assumed In Merger, Expiring August 2022 Group E [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 16,664 | 16,664 |
Exercise price (in dollars per share) | $ / shares | $ 0.40 | $ 0.40 |
Warrants Not Assumed In Merger, Expiring August2022 Group F [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 7,335 | 7,335 |
Exercise price (in dollars per share) | $ / shares | $ 0.40 | $ 0.40 |
Warrants Not Assumed in Merger, Expiring October 2022 Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 666 | 666 |
Exercise price (in dollars per share) | $ / shares | $ 0.40 | $ 0.40 |
Warrants Not Assumed in Merger, Expiring October 2022 Group B [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 7,207 | 7,207 |
Exercise price (in dollars per share) | $ / shares | $ 112.50 | $ 112.50 |
Warrants Not Assumed In Merger, Expiring April 2023 Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 69,964 | 69,964 |
Exercise price (in dollars per share) | $ / shares | $ 5.40 | $ 5.40 |
Warrants Not Assumed In Merger, Expiring April 2023 Group B [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 121,552 | 121,552 |
Exercise price (in dollars per share) | $ / shares | $ 5.40 | $ 5.40 |
Warrants Not Assumed in Merger, Expiring October 2022 Group C [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 15,466 | 15,466 |
Exercise price (in dollars per share) | $ / shares | $ 11.25 | $ 11.25 |
Warrants Not Assumed In Merger, Expiring July 2023 Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 14,671 | 14,671 |
Exercise price (in dollars per share) | $ / shares | $ 5.40 | $ 5.40 |
Warrants Not Assumed In Merger, Expiring July 2023 Group B [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 14,672 | 14,672 |
Exercise price (in dollars per share) | $ / shares | $ 5.40 | $ 5.40 |
Warrants Not Assumed In Merger, Expiring August 2023 Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 36,334 | 36,334 |
Exercise price (in dollars per share) | $ / shares | $ 5.40 | $ 5.40 |
Warrants Not Assumed In Merger, Expiring August 2023 Group B [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 36,334 | 36,334 |
Exercise price (in dollars per share) | $ / shares | $ 5.40 | $ 5.40 |
Warrants Not Assumed In Merger, Expiring September 2023 Group A [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 19,816 | 19,816 |
Exercise price (in dollars per share) | $ / shares | $ 5.40 | $ 5.40 |
Warrants Not Assumed In Merger, Expiring September 2023 Group B [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 20,903 | 20,903 |
Exercise price (in dollars per share) | $ / shares | $ 5.40 | $ 5.40 |
Warrants Not Assumed In Merger, Expiring November 2023 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 75,788 | 75,788 |
Exercise price (in dollars per share) | $ / shares | $ 5.40 | $ 5.40 |
Warrants Not Assumed In Merger, Expiring December 2023 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 51,282 | 51,282 |
Exercise price (in dollars per share) | $ / shares | $ 5.40 | $ 5.40 |
Warrants Not Assumed In Merger, Expiring April 2024 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 147,472 | 147,472 |
Exercise price (in dollars per share) | $ / shares | $ 5.40 | $ 5.40 |
Warrants Not Assumed In Merger, Expiring May 2024 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 154,343 | 154,343 |
Exercise price (in dollars per share) | $ / shares | $ 9.56 | $ 9.56 |
2016 Warrant Liability [Member] | ||
Class of Stock [Line Items] | ||
Warrants outstanding (in shares) | 357 | 357 |
STOCKHOLDERS' EQUITY (Offering
STOCKHOLDERS' EQUITY (Offering Warrants) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2020 | Aug. 31, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Feb. 29, 2020 | |
Class of Stock [Line Items] | |||||||
Deemed dividend | $ 0 | $ 0 | $ 0 | $ 0 | |||
Offering Warrants | |||||||
Class of Stock [Line Items] | |||||||
Stock rights issued (in shares) | 178,666 | ||||||
Exercise price (in dollars per share) | $ 0.40 | $ 45 | $ 2.25 | ||||
Class of warrant or right, term | 5 years | ||||||
Warrants exercised | 0 | 6,800 | |||||
Proceeds from issuance of warrants | $ 15,000 | $ 15,000 | |||||
Intrinsic value of warrants exercisable | $ 0 | $ 36,000 | |||||
Offering Warrants | Deemed Dividend B | |||||||
Class of Stock [Line Items] | |||||||
Deemed dividend | $ 6,000 |
STOCKHOLDERS' EQUITY (Note Conv
STOCKHOLDERS' EQUITY (Note Conversion Warrants) (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 31, 2017 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Feb. 29, 2020 |
Class of Stock [Line Items] | |||||||
Conversion of debt into stock | $ 2,176 | $ 7,390 | |||||
Underlying shares (in shares) | 906,769 | 906,769 | |||||
Deemed dividend | $ 0 | $ 0 | $ 0 | $ 0 | |||
Note Conversion Warrants | |||||||
Class of Stock [Line Items] | |||||||
Exercise price (in dollars per share) | $ 0.40 | $ 2.25 | |||||
Note Conversion Warrants | Deemed Dividend C | |||||||
Class of Stock [Line Items] | |||||||
Deemed dividend | $ 5 | ||||||
2018 Inducement Agreement | |||||||
Class of Stock [Line Items] | |||||||
Deemed dividend | $ 3,344 | ||||||
Common Stock | Note Conversion Warrants | |||||||
Class of Stock [Line Items] | |||||||
Conversion of convertible notes into common stock (in shares) | 23,999 | ||||||
Exercise price (in dollars per share) | $ 45 |
STOCKHOLDERS' EQUITY (Convertib
STOCKHOLDERS' EQUITY (Convertible Promissory Note Warrants) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2020 | Aug. 31, 2017 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Feb. 29, 2020 | |
Class of Stock [Line Items] | |||||||
Deemed dividend | $ 0 | $ 0 | $ 0 | $ 0 | |||
Convertible Promissory Note Warrants | |||||||
Class of Stock [Line Items] | |||||||
Exercise price (in dollars per share) | $ 45 | ||||||
Offering Warrants | |||||||
Class of Stock [Line Items] | |||||||
Exercise price (in dollars per share) | $ 0.40 | $ 45 | $ 2.25 | ||||
Class of warrant or right, term | 5 years | ||||||
2018 Inducement Agreement | |||||||
Class of Stock [Line Items] | |||||||
Deemed dividend | 3,344 | ||||||
2018 Purchase Agreement | Deemed Dividend D | |||||||
Class of Stock [Line Items] | |||||||
Deemed dividend | $ 5 | ||||||
Maximum | Convertible Promissory Note Warrants | |||||||
Class of Stock [Line Items] | |||||||
Exercise price (in dollars per share) | $ 0.40 | $ 2.25 | |||||
Maximum | Convertible Promissory Note Warrants | Deemed Dividend D | |||||||
Class of Stock [Line Items] | |||||||
Deemed dividend | $ 1 |
STOCKHOLDERS' EQUITY (Series _2
STOCKHOLDERS' EQUITY (Series C Warrants) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2017 | |
Class of Stock [Line Items] | ||||||
Underlying shares (in shares) | 906,769 | 906,769 | ||||
Deemed dividend | $ 0 | $ 0 | $ 0 | $ 0 | ||
Series C Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Underlying shares (in shares) | 130,857 | |||||
Exercise price (in dollars per share) | $ 24.45 | |||||
Warrants exercised | 0 | 25,037 | ||||
Proceeds from issuance of warrants | $ 0 | $ 56,000 | ||||
Intrinsic value of warrants exercised in period | $ 0 | $ 43,000 | ||||
Class of Warrant or Right, Outstanding | 0 | 0 | 0 | |||
2018 Inducement Agreement | ||||||
Class of Stock [Line Items] | ||||||
Deemed dividend | $ 3,344,000 |
STOCKHOLDERS' EQUITY (Remaining
STOCKHOLDERS' EQUITY (Remaining Warrants) (Details) - USD ($) | Apr. 30, 2019 | Apr. 16, 2019 | Sep. 30, 2018 | Apr. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | May 31, 2019 | Dec. 31, 2018 | Feb. 28, 2018 |
Class of Stock [Line Items] | ||||||||||
Class of warrant, number of securities called by warrants | 906,769 | |||||||||
Loss on modification of warrants | $ (1,128,000) | |||||||||
Creditor Warrants Relating to Secured Debt | ||||||||||
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) | 243,224 | |||||||||
Exercise price (in dollars per share) | $ 11.25 | |||||||||
Loss on modification of warrants | $ 1,100,000 | |||||||||
Warrants exercised | 0 | 51,708 | ||||||||
Proceeds from issuance of warrants | $ 0 | $ 279,000 | ||||||||
Intrinsic value of warrants exercisable | 128,000 | |||||||||
April 2018 Warrants, First Half | ||||||||||
Class of Stock [Line Items] | ||||||||||
Class of warrant or right, term | 1 year | 5 years | ||||||||
Amended April 2018 Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise price (in dollars per share) | $ 5.40 | |||||||||
Loss on modification of warrants | 0 | 700,000 | ||||||||
April 2018 Warrants, Second Half | ||||||||||
Class of Stock [Line Items] | ||||||||||
Class of warrant or right, term | 5 years | 1 year | 1 year | |||||||
Quarter 3 2018 Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise price (in dollars per share) | $ 5.40 | |||||||||
Warrants term | 5 years | |||||||||
Loss on modification of warrants | $ 0 | $ 400,000 | ||||||||
Warrants exercised | 0 | 53,610 | ||||||||
Proceeds from issuance of warrants | $ 290,000 | $ 290,000 | ||||||||
Intrinsic value of warrants exercisable | $ 133,382 | |||||||||
Quarter 3 2018 Warrants | Convertible Debt [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of Warrants issued | 196,340 | |||||||||
Exercise price (in dollars per share) | $ 11.25 | |||||||||
Modified exercise price | $ 7.50 | |||||||||
Quarter 3 2018 Warrants, First Half [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Class of warrant or right, term | 1 year | |||||||||
Quarter 3 2018 Warrants, First Half [Member] | Convertible Debt [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Class of warrant or right, term | 5 years | |||||||||
Quarter 3 2018 Warrants, Second Half [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Class of warrant or right, term | 5 years | |||||||||
Quarter 3 2018 Warrants, Second Half [Member] | Convertible Debt [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Class of warrant or right, term | 1 year | |||||||||
Warrants Not Assumed In Merger, Expiring November 2023 [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Class of warrant, number of securities called by warrants | 75,788 | |||||||||
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 | 51,282 | |||||||||
Exercise price (in dollars per share) | $ 5.40 | |||||||||
Quarter 4 2018 Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrants exercised | 0 | 173,045 | ||||||||
Proceeds from issuance of warrants | $ 0 | $ 935,000 | ||||||||
Intrinsic value of warrants exercisable | $ 489,000 | |||||||||
Quarter 4 2018 Warrants | Convertible Debt [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Class of warrant, number of securities called by warrants | 300,115 | |||||||||
Exercise price (in dollars per share) | $ 5.40 | |||||||||
Warrants term | 5 years | |||||||||
April 2019 Bridge Notes | Convertible Debt [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Class of warrant, number of securities called by warrants | 147,472 | |||||||||
Exercise price (in dollars per share) | $ 5.40 | |||||||||
Warrants term | 5 years | |||||||||
May 2019 Warrants | Convertible Debt [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Class of warrant, number of securities called by warrants | 154,343 | |||||||||
Exercise price (in dollars per share) | $ 5.40 | |||||||||
Warrants term | 5 years | |||||||||
2018 Note Agreement | Advisor Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock rights issued (in shares) | 15,466 | |||||||||
Exercise price (in dollars per share) | $ 11.25 |
STOCKHOLDERS' EQUITY (Deemed Di
STOCKHOLDERS' EQUITY (Deemed Dividends) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Class of Stock [Line Items] | ||||
Amount Recorded | $ 0 | $ 0 | $ 0 | $ 0 |
2018 Purchase Agreement | Deemed Dividend A | ||||
Class of Stock [Line Items] | ||||
Amount Recorded | 3,333 | |||
2018 Purchase Agreement | Deemed Dividend B | ||||
Class of Stock [Line Items] | ||||
Amount Recorded | 6 | |||
2018 Purchase Agreement | Deemed Dividend D | ||||
Class of Stock [Line Items] | ||||
Amount Recorded | 5 | |||
2018 Inducement Agreement | ||||
Class of Stock [Line Items] | ||||
Amount Recorded | $ 3,344 |
FAIR VALUE (Narratives) (Detail
FAIR VALUE (Narratives) (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Apr. 30, 2018shares | Sep. 30, 2020USD ($)Yshares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)Yshares | Sep. 30, 2019USD ($) | Dec. 31, 2019Y | Dec. 31, 2018USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Debt settlement | $ 2,364,000 | ||||||
Loss on derivative | $ 0 | $ 0 | $ 0 | ||||
Derivative asset (liability) | $ 62,000 | ||||||
Bridge Notes Redemption Feature [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative asset (liability) | 30,000 | ||||||
Conversion Option [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Derivative asset (liability) | $ 32,000 | ||||||
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 | $ (400,000) | ||||||
Warrants canceled in settlement agreement | shares | 1,347 | ||||||
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 | 407 | 407 | |||||
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 | 0.09 | 0.09 | |||||
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 | 0.30 | 0.30 | |||||
April 2018 Warrants | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Stock rights issued (in shares) | shares | 243,224 | ||||||
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 | 140 | ||||||
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 | 1.59 | ||||||
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 | 1 | ||||||
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 | 168 | 168 | |||||
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 | 0.11 | 0.11 | |||||
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 | 1.55 | 1.55 | |||||
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 | 206 | 206 | |||||
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 | 0.19 | 0.19 | |||||
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 | 3.62 | 3.62 |
FAIR VALUE (Schedule of Changes
FAIR VALUE (Schedule of Changes in Fair Value of Liability) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 774 | $ 2,336 | $ 1,338 | $ 1,132 |
Additions | 1,858 | |||
Total (gains) losses: | ||||
Revaluation recognized in earnings | 857 | (563) | 293 | 19 |
Modification recognized in earnings | 1,128 | |||
Deductions - warrant liability settlement | (2,364) | |||
Balance at end of period | 1,631 | 1,773 | 1,631 | 1,773 |
2016 Warrant Liability [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 39 | 86 | 70 | 116 |
Total (gains) losses: | ||||
Revaluation recognized in earnings | 63 | (7) | 32 | (37) |
Balance at end of period | 102 | 79 | 102 | 79 |
Bridge Note Warrant Liabilities [Member] | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | 735 | 2,250 | 1,268 | 1,016 |
Additions | 1,858 | |||
Total (gains) losses: | ||||
Revaluation recognized in earnings | 794 | (556) | 261 | 56 |
Modification recognized in earnings | 1,128 | |||
Deductions - warrant liability settlement | (2,364) | |||
Balance at end of period | $ 1,529 | $ 1,694 | $ 1,529 | $ 1,694 |
FAIR VALUE (Schedule of Chang_2
FAIR VALUE (Schedule of Changes in Fair Value of Derivative Liabilities) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative liability beginning balance | $ 62 |
Deductions - write-off in conjunction with convertible note conversions | (477) |
Total (gains) losses: | |
Revaluation recognized in earnings | 415 |
Bridge Notes Redemption Feature [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative liability beginning balance | 30 |
Deductions - write-off in conjunction with convertible note conversions | (438) |
Total (gains) losses: | |
Revaluation recognized in earnings | 408 |
Conversion Option [Member] | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Derivative liability beginning balance | 32 |
Deductions - write-off in conjunction with convertible note conversions | (39) |
Total (gains) losses: | |
Revaluation recognized in earnings | $ 7 |
EQUITY INCENTIVE PLAN (Narrativ
EQUITY INCENTIVE PLAN (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation | $ 0.2 | $ 0.2 | $ 0.5 | $ 0.5 |
Unrecognized compensation expense related to unvested stock awards | $ 1.7 | $ 1.7 | ||
Unvested stock options, unrecognized compensation expense weighted average recognition period | 1 year 9 months 18 days | |||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options, expected to vest, outstanding (in shares) | 690,057 | 690,057 | ||
Stock options, expected to vest, outstanding, aggregate intrinsic value | $ 0.2 | $ 0.2 | ||
Stock options, expected to vest remaining contractual term | 8 years 6 months | |||
Equity Incentive Plan 2017 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of additional shares authorized | 394,905 | |||
Number of shares authorized | 913,586 | 913,586 | ||
Shares available for grant | 105,433 | 105,433 | ||
Percentage of annual increase in number of shares authorized for grant | 5.00% | |||
Equity Incentive Plan 2017 [Member] | Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Plan expiration date | Jun. 5, 2027 |
EQUITY INCENTIVE PLAN (Summary
EQUITY INCENTIVE PLAN (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Number of Options | ||||
Granted (in shares) | 393,050 | |||
Weighted-Average Exercise Price | ||||
Granted (in dollars per share) | $ 1.99 | |||
Stock-based compensation | $ 0.2 | $ 0.2 | $ 0.5 | $ 0.5 |
Stock Options [Member] | ||||
Number of Options | ||||
Outstanding at beginning of period (in shares) | 490,330 | |||
Granted (in shares) | 393,050 | 285,364 | ||
Forfeited (in shares) | (75,135) | (16,351) | ||
Outstanding at end of period (in shares) | 808,245 | 808,245 | ||
Exercisable at end of period (in shares) | 335,493 | 335,493 | ||
Weighted-Average Exercise Price | ||||
Outstanding at beginning of period (in dollars per share) | $ 8.30 | |||
Granted (in dollars per share) | 1.99 | $ 2.37 | ||
Forfeited (in dollars per share) | 13.86 | $ 7.22 | ||
Outstanding at end of period (in dollars per share) | $ 4.72 | 4.72 | ||
Exercisable at end of period (in dollars per share) | $ 7.03 | $ 7.03 |
SALES SERVICE REVENUE, NET AN_3
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Narrative) (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Concentration Risk [Line Items] | ||
Deferred revenue | $ 48,000 | $ 35,000 |
SALES SERVICE REVENUE, NET AN_4
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Net Revenues) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | $ 2,049 | $ 1,046 | $ 5,176 | $ 3,162 |
Service revenue, net [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 1,998 | 1,020 | 5,072 | 3,125 |
Medicaid [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 15 | 10 | 40 | 22 |
Medicaid [Member] | Diagnostic Testing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 15 | 10 | 40 | 22 |
Medicare [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 811 | 373 | 1,979 | 1,217 |
Medicare [Member] | Diagnostic Testing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 811 | 373 | 1,979 | 1,217 |
Self-Pay [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 196 | 5 | 332 | 20 |
Self-Pay [Member] | Diagnostic Testing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 196 | 5 | 332 | 20 |
Third Party Payer [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 950 | 490 | 2,313 | 1,297 |
Third Party Payer [Member] | Diagnostic Testing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 950 | 490 | 2,313 | 1,297 |
Contract Diagnostic Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 26 | 142 | 408 | 569 |
Contract Diagnostic Services [Member] | Biomarker Testing and Clinical Project Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 26 | 142 | 408 | 569 |
Services Revenue, Net [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 1,998 | 1,020 | 5,072 | 3,125 |
Services Revenue, Net [Member] | Diagnostic Testing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 1,972 | 878 | 4,664 | 2,556 |
Services Revenue, Net [Member] | Biomarker Testing and Clinical Project Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 26 | 142 | 408 | 569 |
Clinical Research Grants and Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | $ 51 | $ 26 | $ 104 | $ 37 |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | $ 4,287 | $ 2,257 | $ 10,810 | $ 6,174 |
Contractual allowance and adjustments | (2,238) | (1,211) | (5,634) | (3,012) |
Service revenue, net | 2,049 | 1,046 | 5,176 | 3,162 |
Medicaid [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | 15 | 10 | 40 | 25 |
Contractual allowance and adjustments | (3) | |||
Service revenue, net | 15 | 10 | 40 | 22 |
Medicare [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | 811 | 373 | 1,979 | 1,234 |
Contractual allowance and adjustments | (17) | |||
Service revenue, net | 811 | 373 | 1,979 | 1,217 |
Self-Pay [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | 196 | 5 | 335 | 20 |
Contractual allowance and adjustments | (3) | |||
Service revenue, net | 196 | 5 | 332 | 20 |
Third Party Payer [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | 3,188 | 1,701 | 7,944 | 4,289 |
Contractual allowance and adjustments | (2,238) | (1,211) | (5,631) | (2,992) |
Service revenue, net | 950 | 490 | 2,313 | 1,297 |
Contract Diagnostic Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | 26 | 142 | 408 | 569 |
Service revenue, net | 26 | 142 | 408 | 569 |
Clinical Research Grants and Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | 51 | 26 | 104 | 37 |
Service revenue, net | 51 | 26 | 104 | 37 |
Service revenue, net [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Gross revenue | 4,236 | 2,231 | 10,706 | 6,137 |
Contractual allowance and adjustments | (2,238) | (1,211) | (5,634) | (3,012) |
Service revenue, net | $ 1,998 | $ 1,020 | $ 5,072 | $ 3,125 |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | $ 2,049 | $ 1,046 | $ 5,176 | $ 3,162 |
less allowance for doubtful accounts | (422) | (262) | (1,025) | (723) |
Net sales | 1,627 | 784 | 4,151 | 2,439 |
Medicaid [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 15 | 10 | 40 | 22 |
less allowance for doubtful accounts | (15) | (10) | (40) | (22) |
Medicare [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 811 | 373 | 1,979 | 1,217 |
less allowance for doubtful accounts | (121) | (56) | (296) | (183) |
Net sales | 690 | 317 | 1,683 | 1,034 |
Self-Pay [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 196 | 5 | 332 | 20 |
Net sales | 196 | 5 | 332 | 20 |
Third Party Payer [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 950 | 490 | 2,313 | 1,297 |
less allowance for doubtful accounts | (286) | (196) | (689) | (518) |
Net sales | 664 | 294 | 1,624 | 779 |
Contract Diagnostic Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 26 | 142 | 408 | 569 |
Net sales | 26 | 142 | 408 | 569 |
Services Revenue, Net [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 1,998 | 1,020 | 5,072 | 3,125 |
Clinical Research Grants and Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 51 | 26 | 104 | 37 |
Net sales | 51 | 26 | 104 | 37 |
Service revenue, net [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, net of contractual allowances and adjustments | 1,998 | 1,020 | 5,072 | 3,125 |
less allowance for doubtful accounts | (422) | (262) | (1,025) | (723) |
Net sales | $ 1,576 | $ 758 | $ 4,047 | $ 2,402 |
SALES SERVICE REVENUE, NET AN_7
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Receivables) (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts receivable, gross | $ 4,785 | $ 3,248 |
Less allowance for doubtful accounts | (3,699) | (2,674) |
Accounts receivable, net | 1,086 | 574 |
Medicaid [Member] | ||
Accounts receivable, gross | 132 | 107 |
Medicare [Member] | ||
Accounts receivable, gross | 1,002 | 814 |
Self-Pay [Member] | ||
Accounts receivable, gross | 403 | 88 |
Third Party Payer [Member] | ||
Accounts receivable, gross | 3,211 | 2,203 |
Contract Diagnostic Services [Member] | ||
Accounts receivable, gross | $ 37 | $ 36 |
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Allowance for doubtful accounts, Beginning balance | $ (2,674) | |||
less allowance for doubtful accounts | $ (422) | $ (262) | (1,025) | $ (723) |
Allowances for doubtful accounts | (2,049) | (1,046) | (5,176) | (3,162) |
Total charges | (1,025) | |||
Allowance for doubtful accounts, Ending balance | (3,699) | (3,699) | ||
Medicaid [Member] | ||||
less allowance for doubtful accounts | (15) | (10) | (40) | (22) |
Allowances for doubtful accounts | (15) | (10) | (40) | (22) |
Medicare [Member] | ||||
less allowance for doubtful accounts | (121) | (56) | (296) | (183) |
Allowances for doubtful accounts | (811) | (373) | (1,979) | (1,217) |
Third Party Payer [Member] | ||||
less allowance for doubtful accounts | (286) | (196) | (689) | (518) |
Allowances for doubtful accounts | $ (950) | $ (490) | $ (2,313) | $ (1,297) |
SALES SERVICE REVENUE, NET AN_9
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Customer Revenue and Accounts Receivable Concentrations) (Detail) - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 23.00% | |||
Sales Revenue, Net [Member] | Customer A [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 18.00% | |||
Sales Revenue, Net [Member] | Customer B [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 11.00% | |||
Accounts Receivable [Member] | Customer B [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 17.00% | |||
Accounts Receivable [Member] | Customer C [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% | 12.00% | ||
Accounts Receivable [Member] | Customer D [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 10.00% |