DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 3 Months Ended | |
Mar. 31, 2024 | May 09, 2024 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-36439 | |
Entity Registrant Name | PRECIPIO, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 91-1789357 | |
Entity Address, Address Line One | 4 Science Park | |
Entity Address, City or Town | New Haven | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06511 | |
City Area Code | 203 | |
Local Phone Number | 787-7888 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | PRPO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,469,540 | |
Entity Central Index Key | 0001043961 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
CURRENT ASSETS: | ||
Cash | $ 776 | $ 1,502 |
Accounts receivable (net of allowance for credit losses of $2,655 and $2,572, respectively) | 906 | 1,301 |
Inventories | 532 | 384 |
Other current assets | 381 | 495 |
Total current assets | 2,595 | 3,682 |
PROPERTY AND EQUIPMENT, NET | 672 | 739 |
OTHER ASSETS: | ||
Finance lease right-of-use assets, net | 156 | 174 |
Operating lease right-of-use assets, net | 556 | 612 |
Intangibles, net | 12,581 | 12,818 |
Other assets | 64 | 76 |
Total assets | 16,624 | 18,101 |
CURRENT LIABILITIES: | ||
Current maturities of long-term debt, less debt issuance costs | 133 | 235 |
Current maturities of finance lease liabilities | 62 | 132 |
Current maturities of operating lease liabilities | 215 | 218 |
Accounts payable | 905 | 622 |
Accrued expenses | 1,819 | 1,824 |
Deferred revenue | 193 | 110 |
Total current liabilities | 3,327 | 3,141 |
LONG TERM LIABILITIES: | ||
Long-term debt, less current maturities and debt issuance costs | 99 | 106 |
Finance lease liabilities, less current maturities | 71 | 18 |
Operating lease liabilities, less current maturities | 353 | 407 |
Total liabilities | 3,850 | 3,672 |
COMMITMENTS AND CONTINGENCIES (Note 5) | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock - $0.01 par value, 15,000,000 shares authorized at March 31, 2024 and December 31, 2023, 47 shares issued and outstanding at March 31, 2024 and December 31, 2023, liquidation preference of $39 at March 31, 2024 | ||
Common stock, $0.01 par value, 150,000,000 shares authorized at March 31, 2024 and December 31, 2023, 1,430,292 and 1,420,125 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 14 | 14 |
Additional paid-in capital | 112,989 | 112,565 |
Accumulated deficit | (100,229) | (98,150) |
Total stockholders' equity | 12,774 | 14,429 |
Total liabilities and stockholders' equity | $ 16,624 | $ 18,101 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | ||
Allowance for credit losses | $ 2,655 | $ 2,572 |
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 | $ 39 | |
Common stock, par value (in $ per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 1,430,292 | 1,420,125 |
Common stock, shares outstanding (in shares) | 1,430,292 | 1,420,125 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue, net of contractual allowances and adjustments | $ 3,478 | $ 2,829 |
Adjustment for allowance for doubtful accounts | (46) | (12) |
Net sales | 3,432 | 2,817 |
Total cost of sales | 2,512 | 2,068 |
Gross profit | 920 | 749 |
OPERATING EXPENSES: | ||
Operating expenses | 2,994 | 3,775 |
OPERATING LOSS | (2,074) | (3,026) |
OTHER (EXPENSE) INCOME: | ||
Interest expense, net | (5) | (4) |
LOSS BEFORE INCOME TAXES | (2,079) | (3,030) |
NET LOSS | $ (2,079) | $ (3,030) |
LOSS PER COMMON SHARE, BASIC | $ (1.46) | $ (2.61) |
LOSS PER COMMON SHARE, DILUTED | $ (1.46) | $ (2.61) |
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING, BASIC | 1,425,942 | 1,160,592 |
WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING, DILUTED | 1,425,942 | 1,160,592 |
Service revenue, net | ||
Revenue, net of contractual allowances and adjustments | $ 2,821 | $ 2,068 |
Adjustment for allowance for doubtful accounts | (46) | (12) |
Net sales | 2,775 | 2,056 |
Total cost of sales | 2,101 | 1,769 |
Other revenue | ||
Revenue, net of contractual allowances and adjustments | 657 | 761 |
Net sales | 657 | 761 |
Total cost of sales | $ 411 | $ 299 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Precipio, Inc. | Noncontrolling Interest in Joint Venture | Total |
Balance at beginning of period at Dec. 31, 2022 | $ 11 | $ 108,588 | $ (92,297) | $ 16,302 | $ 65 | $ 16,367 | |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 47 | 1,141,013 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (3,030) | (3,030) | (3,030) | ||||
Issuance of common stock in connection with purchase agreements, net of issuance costs | 438 | 438 | 438 | ||||
Issuance of common stock in connection with purchase agreements, net of issuance costs (in shares) | 27,191 | ||||||
Non-cash stock-based compensation | 450 | 450 | 450 | ||||
Balance at end of period at Mar. 31, 2023 | $ 11 | 109,476 | (95,327) | $ 14,160 | $ 65 | 14,225 | |
Balance at end of period (in shares) at Mar. 31, 2023 | 47 | 1,168,204 | |||||
Balance at beginning of period at Dec. 31, 2023 | $ 14 | 112,565 | (98,150) | 14,429 | |||
Balance at beginning of period (in shares) at Dec. 31, 2023 | 47 | 1,420,125 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Net loss | (2,079) | (2,079) | |||||
Issuance of common stock in connection with at the market offering, net of issuance costs | 67 | 67 | |||||
Issuance of common stock in connection with at the market offering, net of issuance costs (in shares) | 10,167 | ||||||
Non-cash stock-based compensation | 357 | 357 | |||||
Balance at end of period at Mar. 31, 2024 | $ 14 | $ 112,989 | $ (100,229) | $ 12,774 | |||
Balance at end of period (in shares) at Mar. 31, 2024 | 47 | 1,430,292 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,079) | $ (3,030) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 304 | 310 |
Amortization of operating lease right-of-use asset | 56 | 49 |
Amortization of finance lease right-of-use asset | 18 | 23 |
Stock-based compensation | 357 | 450 |
Provision for credit losses | 83 | 12 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 312 | 166 |
Inventories | (148) | 162 |
Other assets | 126 | 84 |
Accounts payable | 283 | 141 |
Operating lease liabilities | (57) | (48) |
Deferred revenue | 83 | 5 |
Accrued expenses | (5) | 101 |
Net cash used in operating activities | (667) | (1,575) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (22) | |
Net cash used in investing activities | (22) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on finance lease obligations | (17) | (25) |
Issuance of common stock, net of issuance costs | 67 | 438 |
Principal payments on long-term debt | (109) | (120) |
Net cash flows provided by (used in) financing activities | (59) | 293 |
NET CHANGE IN CASH | (726) | (1,304) |
CASH AT BEGINNING OF PERIOD | 1,502 | 3,445 |
CASH AT END OF PERIOD | 776 | 2,141 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid during the period for interest | $ 9 | 10 |
SUPPLEMENTAL DISCLOSURE OF CONSULTING SERVICES OR ANY OTHER NON-CASH COMMON STOCK RELATED ACTIVITY | ||
Purchases of equipment financed through accounts payable | $ 7 |
BUSINESS DESCRIPTION
BUSINESS DESCRIPTION | 3 Months Ended |
Mar. 31, 2024 | |
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 healthcare biotechnology company focused on cancer diagnostics. Our mission is to address the pervasive problem of cancer misdiagnoses by developing solutions in the form of diagnostic products and services. Our products and services aim to deliver higher accuracy, improved laboratory workflow, and ultimately better patient outcomes, which reduce healthcare expenses. We develop innovative technologies in our laboratory where we design, test, validate, and use these products clinically. We believe these technologies improve diagnostic outcomes across various diseases within the hematologic field. We then commercialize these technologies as proprietary products that serve the global laboratory community in furtherance of our mission to eliminate or greatly reduce the prevalence of misdiagnosis. To deliver our strategy, we have structured our organization to develop diagnostic products, including our laboratory and research and development (“R&D”) facilities located in New Haven, Connecticut and Omaha, Nebraska, respectively, which house teams that collaborate on the development of new products and services. We operate CLIA laboratories in both New Haven, Connecticut and Omaha, Nebraska where we provide essential blood cancer diagnostics to office-based oncologists in many states nationwide. To deliver on our strategy of mitigating misdiagnoses we rely heavily on our CLIA laboratory to support R&D beta-testing of the products we develop, in a clinical environment. The development of laboratory products involves a qualified facility; highly skilled laboratory staff; and access to viable patient specimens to conduct development and testing. Our CLIA laboratory in New Haven, which is operated by our pathology services division, encapsulates these components, and also generates revenue for us which covers costs associated with operating this laboratory. This structure of utilizing our clinical lab to obtain samples and utilize the equipment and staffing to develop, test and validate our products, significantly reduces the development costs and timeline for our products. This also enables us to accelerate the time to market of new product development and launch. Furthermore, as a clinical laboratory, we are always the first user of every product we develop, which allows us to optimize important laboratory functions such as workflow, inventory management, regulatory and billing issues. As a vendor, this places us as a reputable user of our own products, and we believe gains us significant credibility with existing and prospective customers. Furthermore, because we use our products as part of our day-to-day operations, we are able to deliver a high level of hands-on, experienced support to customers, improving their experience with our products. Our Products Division commercial team generates direct sales and works with our key distributors. Global healthcare distributors, such as ThermoFisher, McKesson, and Cardinal Health, have partnered with us to form the backbone of our go-to-market strategy and enable us to access laboratories around the country that can benefit from using our diagnostic products. Our operating structure promotes the harnessing of our proprietary technology and genetic diagnostic expertise to bring to market our robust pipeline of innovative solutions designed to address the root causes of misdiagnoses. 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. For the three months ended March 31, 2024, the Company had a net loss of $2.1 million and net cash used in operating activities of $0.7 million. As of March 31, 2024, the Company had an accumulated deficit of $100.2 million and a working capital deficit of $0.7 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 macroeconomic environment and geopolitical instability, 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: ● On April 14, 2023, the Company entered into a sales agreement with AGP, pursuant to which the Company may offer and sell its common stock having aggregate sales proceeds of up to $5.8 million, to or through AGP, as sales agent (the “AGP 2023 Sales Agreement”). The sale of our shares of common stock to or through AGP, pursuant to the AGP 2023 Sales Agreement, will be made pursuant to the registration statement (the “2023 Registration Statement”) on Form S-3 (File No. 333-271277), filed by the Company with the SEC on April 14, 2023, as amended by Amendment No. 1 filed by the Company with the SEC on April 25, 2023, and declared effective on April 27, 2023. As of the date the condensed consolidated financial statements were issued, we have received $0.1 million in gross proceeds through the AGP 2023 Sales Agreement from the sale of 11,847 shares of common stock. The Company has approximately $3.7 million available for future sales pursuant to the AGP 2023 Sales Agreement . On April 8, 2024, we filed a prospectus supplement to our prospectus dated April 25, 2023 registering the offer and sale of up to $1,061,478 of shares of our common stock. We have approximately $1.0 million of remaining availability pursuant to this prospectus supplement. See Note 7 Stockholders’ Equity, AGP 2023 Sales Agreement, for further discussion. ● On June 8, 2023, the Company entered into a securities purchase agreement pursuant to which it received $2.0 million in gross proceeds through the sale of 206,250 shares of common stock and warrants to purchase shares of our common stock. Issuance costs were approximately $0.2 million and the Company intends to use the net proceeds for working capital and general corporate purposes. See Note 7 Stockholders’ Equity, Registered Direct Offering, for further discussion. 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 | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation. The accompanying condensed consolidated financial statements are presented in conformity with GAAP. As required under GAAP, pursuant to the Reverse Stock Split , unless otherwise indicated, the Company has adjusted all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying condensed consolidated financial statements. Recently Adopted Accounting Pronouncements. In June 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The Company adopted this guidance on January 1, 2024. The adoption of this standard was not material to our condensed consolidated financial statements. 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 The adoption of this standard was not material to our condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures of significant segment expenses. The guidance will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application to all periods presented upon adoption, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”) which is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires additional disaggregation of the reconciliation between the statutory and effective tax rate for an entity and of income taxes paid, both of which are disclosures required by current GAAP. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in ASU 2023-09 apply to all entities that are subject to Topic 740, Income Taxes. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09 is effective for the Company beginning January 1, 2025. Adoption of ASU 2023-09 is expected to enhance the usefulness of income tax disclosures and is not expected to have a material impact on the Company’s financial position, results of operations or cash flow. Loss Per Share. Basic loss per share is calculated based on the weighted-average number of common shares (including pre-funded warrants) 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. Shares of the Company’s common stock underlying pre-funded warrants are included in the calculation of basic and diluted loss per share due to the negligible exercise price of the pre-funded warrants. Options, warrants and conversion rights pertaining to 695,550 and 278,576 shares of our common stock have been excluded from the computation of diluted loss per share at March 31, 2024 and 2023, respectively, because the effect is anti-dilutive due to the net loss. The following table summarizes the outstanding securities not included in the computation of diluted net loss per share: March 31, 2024 2023 Stock options 230,140 238,245 Warrants 459,535 34,456 Preferred stock 5,875 5,875 Total 695,550 278,576 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2024 | |
LONG-TERM DEBT [Abstract] | |
LONG-TERM DEBT | 3. LONG-TERM DEBT Long-term debt consists of the following: Dollars in Thousands March 31, 2024 December 31, 2023 Connecticut Department of Economic and Community Development (DECD) $ 139 $ 146 DECD debt issuance costs (12) (12) Financed insurance loan 105 207 Total long-term debt 232 341 Current portion of long-term debt (133) (235) Long-term debt, net of current maturities $ 99 $ 106 Department of Economic and Community Development. On January 8, 2018, the Company entered into an agreement with the Connecticut Department of Economic and Community Development (“DECD”) by which the Company received 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%. The maturity date of the DECD 2018 Loan was extended to May 31, 2028 and the modification did not have a material impact on the Company’s cash flows. Amortization of the debt issuance costs were less than $1 thousand for the three months ended March 31, 2024 and 2023, respectively. Financed Insurance Loan. The Company finances certain of its insurance premiums (the “Financed Insurance Loans”). In July 2023, the Company financed $0.4 million with a 9.99% interest rate and is obligated to make payments on a monthly basis through June 2024. As of March 31, 2024 and December 31, 2023, the Financed Insurance Loan’s outstanding balance of $0.1 million and $0.2 million, respectively, was included in current maturities of long-term debt in the Company’s condensed consolidated balance sheets. A corresponding prepaid asset was included in other current assets. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES. | 3 Months Ended |
Mar. 31, 2024 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES. [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES. | 4 Accrued expenses at March 31, 2024 and December 31, 2023 are as follows: (dollars in thousands) March 31, 2024 December 31, 2023 Accrued expenses $ 849 $ 764 Accrued compensation 755 754 Accrued franchise, property and sales and use taxes 196 287 Accrued interest 19 19 $ 1,819 $ 1,824 The Company uses Change Healthcare, a healthcare technology company owned by UnitedHealth Group, to process some of its patient claims billings. In February 2024, Change Healthcare announced that it had experienced a cyberattack and as a result had to temporarily shut down some of its information technology systems. This system shut down caused delays in billing and reimbursement processes to Change Healthcare’s customers and, as a result, Change Healthcare established a Temporary Funding Assistance Program to help bridge the gap in short-term cash flow needs for customers affected by the disruption of its services due to the cyberattack. Funding distributed through this program is interest free and has no other fees or costs associated with it. Additionally, any funds provided through the program would have to be repaid to Change Healthcare approximately 45 days after Change Healthcare’s systems resume standard operations. During the three months ended March 31, 2024, the Company received less than $0.1 million through Change Healthcare’s Temporary Assistance Program. As of March 31, 2024 and December 31, 2023 the Temporary Funding Assistance Program’s outstanding balance of less than $0.1 million and zero, respectively, was included in accrued expenses in the Company’s condensed consolidated balance sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2024 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 5 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. PURCHASE COMMITMENTS The Company has entered into purchase commitments for reagents from suppliers. These agreements started in 2011 and run through 2025. The Company and the suppliers will true up the amounts on an annual basis. The future minimum purchase commitments under these and other purchase agreements are approximately $1.6 million and $1.9 million at March 31, 2024 and December 31, 2023, respectively. 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 March 31, 2024 and December 31, 2023. LEGAL AND REGULATORY ENVIRONMENT The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, government healthcare program participation requirement, reimbursement for patient services and Medicare and Medicaid fraud and abuse. Government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Management believes that the Company is in compliance with fraud and abuse regulations, as well as other applicable government laws and regulations. While no material regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory actions unknown or unasserted at this time. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2024 | |
LEASES [Abstract] | |
LEASES | 6 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 right-of-use (“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. The Company also recognizes ROU assets from finance leases in connection with its HemeScreen Reagent Rental (“HSRR”) program. For certain customers in the HSRR program, the Company leases diagnostic testing equipment and then subleases the equipment to the customer. Finance lease ROU assets and finance lease liabilities are recognized at the lease commencement date, and at the sublease commencement date the finance lease ROU asset is derecognized and is recorded as cost of sales in the condensed consolidated statements of operations. There were no derecognized finance lease ROU assets for the three months ended March 31, 2024 and 2023, respectively. Where Precipio is the lessor, customers lease diagnostic testing equipment from the Company with the transfer of ownership to the customer at the end of the lease term at no additional cost. For these contracts, the Company accounts for the arrangements as sales-type leases. The lease asset for sales-type leases is the net investment in leased asset, which is recorded once the finance lease ROU asset is derecognized and a related gain or loss is noted. The net investment in leased assets was $0.1 million as of March 31, 2024 and December 31, 2023, respectively, and is included in other current assets and other assets in our condensed consolidated balance sheets. The balance sheet presentation of our operating and finance leases is as follows: (dollars in thousands) Classification on the Condensed Consolidated Balance Sheet March 31, 2024 December 31, 2023 Assets: Operating lease right-of-use assets, net $ 556 $ 612 Finance lease right-of-use assets, net (1) 156 174 Total lease assets $ 712 $ 786 Liabilities: Current: Current maturities of operating lease liabilities $ 215 $ 218 Current maturities of finance lease liabilities 62 132 Noncurrent: Operating lease liabilities, less current maturities 353 407 Finance lease liabilities, less current maturities 71 18 Total lease liabilities $ 701 $ 775 (1) As of March 31, 2024 and December 31, 2023, finance lease right-of-use assets included zero , respectively, of assets related to finance leases associated with the HSRR program. As of March 31, 2024, the estimated future minimum lease payments, excluding non-lease components, are as follows: (dollars in thousands) Operating Leases Finance Leases Total March 31, March 31, March 31, 2024 2024 2024 2024 (remaining) $ 189 $ 59 $ 248 2025 224 65 289 2026 214 26 240 Total lease obligations 627 150 777 Less: Amount representing interest (59) (17) (76) Present value of net minimum lease obligations 568 133 701 Less, current portion (215) (62) (277) Long term portion $ 353 $ 71 $ 424 Other information as of March 31, 2024 and December 31, 2023 is as follows: March 31, December 31, 2024 2023 Weighted-average remaining lease term (years): Operating leases 2.6 2.8 Finance leases 1.8 2.0 Weighted-average discount rate: Operating leases 8.00% 8.00% Finance leases 10.70% 10.63% During the three months ended March 31, 2024 and 2023, operating cash flows from operating leases was $0.1 million, respectively, and operating lease ROU assets obtained in exchange for operating lease liabilities was zero, respectively. Operating Lease Costs Operating lease costs were approximately $0.1 million during the three months ended March 31, 2024 and 2023, 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 months ended March 31, 2024 and 2023, respectively. Finance Lease Costs Finance lease amortization and interest expenses are included in the condensed consolidated statements of operations for the three months ended March 31, 2024 and 2023. The balances within these accounts are less than $0.1 million, respectively. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
STOCKHOLDERS' EQUITY [Abstract] | |
STOCKHOLDERS' EQUITY | 7 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 implemented this increase. At The Market Offering Agreement AGP Sales Agreement On April 2, 2021, the Company entered into a sales agreement with A.G.P./Alliance Global Partners (“AGP”), pursuant to which the Company was permitted to offer and sell its common stock, par value $0.01 per share (the “Common Stock”) (the “Shares”), having aggregate sales proceeds of up to $22.0 million. Shares can be sold either directly to or through AGP as a sales agent (the “AGP Sales Agreement”), from time to time, in an “at the market offering” (as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended) of the Shares (the “2021 ATM Offering”). The Company is limited in the number of shares it can sell in the 2021 ATM Offering due to the offering limitations currently applicable to the Company under General Instruction I.B.6. of Form S-3 and the Company’s public float as of the applicable date of such sales, as well as the number of authorized and unissued shares available for issuance, in accordance with the terms of the AGP Sales Agreement. The sale of our shares of Common Stock to or through AGP, will be made pursuant to the registration statement (the “Registration Statement”) on Form S-3 (File No. 333-237445), which was declared effective by the Securities and Exchange Commission (the “SEC”) on April 13, 2020, for an aggregate offering price of up to $50.0 million. Under the AGP Sales Agreement, Shares were permitted to be sold by any method permitted by law deemed to be an “at the market offering.” AGP will also be able to sell shares of Common Stock by any other method permitted by law, including in negotiated transactions with the Company’s prior written consent. Upon delivery of a placement notice and subject to the terms and conditions of the AGP Sales Agreement, AGP was required to use its commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations, and the rules of The Nasdaq Capital Market to sell the Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. AGP is not under any obligation to purchase any of the Shares on a principal basis pursuant to the AGP Sales Agreement, except as otherwise agreed by AGP and the Company in writing and expressly set forth in a placement notice. AGP’s obligations to sell the Shares under the AGP Sales Agreement are subject to satisfaction of certain conditions, including customary closing conditions. The Company is not obligated to make any sales of Shares under the AGP Sales Agreement and any determination by the Company to do so will be dependent, among other things, on market conditions and the Company’s capital raising needs. The Company agreed to pay AGP a cash fee of 3.0% of the aggregate gross proceeds from the sale of the Shares on the Company’s behalf pursuant to the AGP Sales Agreement. The AGP Sales Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has provided AGP with customary indemnification and contribution rights. The Company also agreed to reimburse AGP for certain specified expenses, including the expenses of counsel to AGP. The offering of the Shares pursuant to the AGP Sales Agreement terminated upon the expiration of the Company’s Registration Statement on Form S-3 (File No. 333-237445). During the three months ended March 31, 2023, we received net proceeds of $0.4 million from the sale of 27,191 As of the date of issuance of this Quarterly Report on Form 10-Q, we have received an aggregate of $15.6 million in net proceeds, after issuance costs of approximately $0.5 million, from the sale of 260,128 shares of common stock pursuant to the AGP Sales Agreement. AGP 2023 Sales Agreement On April 14, 2023, the Company entered into the AGP 2023 Sales Agreement, in an “at the market offering” (as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended) of the shares of Common Stock. AGP will be entitled to a commission at a fixed rate of 3.0% of the gross proceeds from each sale of shares of Common Stock pursuant to the AGP 2023 Sales Agreement. The sale of our shares of Common Stock to or through AGP, pursuant to the AGP 2023 Sales Agreement, will be made pursuant to the 2023 Registration Statement on Form S-3 (File No. 333-271277), filed by the Company with the SEC on April 14, 2023, as amended by Amendment No. 1 filed by the Company with the SEC on April 25, 2023, and declared effective on April 27, 2023, for an aggregate offering price of up to $5.8 million. During the three months ended March 31, 2024, we received net proceeds of $0.1 million from the sale of 10,167 shares of common stock pursuant to the AGP 2023 Sales Agreement. As of the date of issuance of this Quarterly Report on Form 10-Q, we have received an aggregate of $0.1 million in net proceeds, after issuance costs of approximately $2.0 thousand, from the sales of 11,847 shares of common stock through AGP, including less than $0.1 million in net proceeds from the sale of 1,655 shares of common stock through AGP from April 1, 2024 through the date of issuance of this Quarterly Report on Form 10-Q. As a result of sales already made through the AGP 2023 Sales Agreement and the Registered Direct Offering, mentioned below, the Company has approximately $3.7 million available for future sales pursuant to the AGP 2023 Sales Agreement. On April 8, 2024, we filed a prospectus supplement to our prospectus dated April 25, 2023 registering the offer and sale of up to $1,061,478 of shares of our common stock. We have approximately $1.0 million of remaining availability pursuant to this prospectus supplement. Registered Direct Offering On June 8, 2023, the Company, entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, in a registered direct offering (the “Registered Direct Offering”), an aggregate of: (i) 206,250 shares (the “Shares”) of its common stock, $0.01 par value (the “Common Stock”), at a price of $9.00 per share, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 15,972 shares of Common Stock, at a price of $8.98 per Pre-Funded Warrant. The Company reviewed the provisions of the Pre-Funded Warrants to determine the balance sheet classification and concluded that these warrants are to be classified as equity and are not subject to remeasurement on each balance sheet date. The Pre-Funded Warrants are immediately exercisable, have an exercise price of $0.02 per share, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. All of the Pre-Funded Warrants were exercised during the year ended December 31, 2023 and no Pre-Funded Warrants were outstanding as of March 31, 2024. In a concurrent private placement (the “Private Placement” and together with the Registered Direct Offering, the “Offering”), pursuant to the Purchase Agreement, the Company agreed to issue and sell to the Purchasers, for no additional consideration, warrants (the “RDO Common Warrants” and, together with the Shares and the Pre-Funded Warrants, the “Securities”) to purchase up to 444,444 shares of Common Stock. The Company reviewed the provisions of the RDO Common Warrants to determine the balance sheet classification and concluded that these warrants are to be classified as equity and are not subject to remeasurement on each balance sheet date. The RDO Common Warrants are exercisable beginning six months after the date of issuance, have an exercise price of $12.60 per share, and will expire December 12, 2028. The fair value of the RDO Common Warrants of approximately $3.5 million at the date of issuance was estimated using the Black-Scholes model which used the following inputs: term of 5 years; risk free rate of 3.89%; volatility of 143%; and share price of $9.00 per share based on the trading price of the Company’s common stock. The Company allocated $1.3 million of the issuance proceeds to the RDO Common Warrants based on the relative fair value of the RDO Common Warrants, Common Stock and Pre-Funded Warrants issued in the Offering. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the purchaser, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage not in excess of 19.99% by providing at least 61 days’ prior notice to the Company. The Registered Direct Offering resulted in gross proceeds to the Company of approximately $2.0 million. The net proceeds to the Company from the Registered Direct Offering are approximately $1.8 million, excluding any proceeds that may be received upon the cash exercise of the RDO Common Warrants, after deducting the financial advisor’s fees and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Registered Direct Offering for working capital and general corporate purposes, which may include capital expenditures, research and development expenditures, regulatory affairs expenditures, clinical trial expenditures, acquisitions of new technologies and investments and others. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions. Additionally, each of the directors and executive officers of the Company, pursuant to lock-up agreements (the “Lock-Up Agreements”), agreed not to sell or transfer any of the Company securities which they hold, subject to certain exceptions, during the 90-day period following the closing of the Registered Direct Offering. The Purchase Agreement also requires the Company to use commercially reasonable efforts to file a registration statement with the SEC to register the resale by the Purchasers of the shares of Common Stock issuable upon exercise of the RDO Common Warrants within thirty (30) days of the date of the Purchase Agreement. The Company filed this registration statement on Form S-1 (File No. 333-273172), which was declared effective by the SEC on July 19, 2023. On June 7, 2023, the Company also entered into a financial advisory agreement (the “Financial Advisor Agreement”) with A.G.P./Alliance Global Partners (the “Financial Advisor”). Pursuant to the terms of the Financial Advisor Agreement, the Financial Advisor agreed to use its reasonable best efforts to arrange for the sale of the Securities. The Company paid the Financial Advisor a cash fee of $140,000 generated from the sale of the Shares and Pre-Funded Warrants. The Financial Advisor Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Financial Advisor, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties, and termination provisions. Pursuant to the Purchase Agreement, the Company has agreed that, subject to certain exceptions, (i) it will not issue any shares of common stock or securities exercisable or convertible into shares of common stock or to file any registration statement or amendment or supplement thereto for a period of ninety (90) days following the closing of the Offering and that (ii) it will not enter into a variable rate transaction for a period of one hundred eighty (180) days following the closing of the Offering. The Registered Direct Offering was made pursuant to the 2023 Registration Statement, as supplemented by a prospectus supplement dated June 9, 2023. There is $3.7 million of remaining availability under the 2023 Registration Statement. 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 thousand 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 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. There were no conversions of Series B Preferred Stock during the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024 and December 31, 2023, the Company had 6,900 shares of Series B Preferred Stock designated and issued and 47 shares of Series B Preferred Stock outstanding. Based on the stated value of $1 thousand per share and a conversion price of $8.00 per share, the outstanding shares of Series B Preferred Stock at March 31, 2024 were convertible into 5,875 shares of common stock. Common Stock Warrants. The following represents a summary of the warrants outstanding as of March 31, 2024: Underlying Exercise Issue Year Expiration Shares Price Warrants (1) 2019 April 2024 7,374 $ 108.00 (2) 2019 May 2024 7,717 $ 191.20 (3) 2023 December 2028 444,444 $ 12.60 459,535 (1) (2) (3) RDO Common Warrants |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Mar. 31, 2024 | |
FAIR VALUE [Abstract] | |
FAIR VALUE | 8 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 statements of operations. Bridge Note Warrant Liabilities During 2018 and 2019, the Company issued warrants in connection with the issuance of convertible notes. All of these warrants issuances were classified as warrant liabilities (the “Bridge Note Warrant Liabilities”). The Bridge Note Warrant Liabilities are considered Level 3 financial instruments and were valued using the Black Scholes model. As of March 31, 2024, assumptions used in the valuation of the Bridge Note Warrant Liabilities include the following ranges: remaining life to maturity of 0.04 to 0.12 years; volatility rate of 48% to 54%; and risk-free rate of 5.49%. As of December 31, 2023, assumptions used in the valuation of the Bridge Note Warrant Liabilities include: remaining life to maturity of 0.3 to 0.4 years; volatility rate of 71% to 77%; and risk free rate of 5.33 to 5.40%. During the three months ended March 31, 2024 and 2023, the changes in the fair value of the warrant liabilities measured using significant unobservable inputs (Level 3) were zero and less than $1 thousand, respectively. |
EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN | 3 Months Ended |
Mar. 31, 2024 | |
EQUITY INCENTIVE PLAN [Abstract] | |
EQUITY INCENTIVE PLAN | 9 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. The shares authorized for issuance under the 2017 Plan were 320,699 at March 31, 2024, of which 87,998 were 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 three months ended March 31, 2024, the shares authorized for issuance increased by 71,006 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 three months ended March 31, 2024, the Company granted stock options to purchase up to 362 shares of common stock at a weighted average exercise price of $6.52 per share. These awards have vesting periods of up to four years The following table summarizes stock option activity under our plans during the three months ended March 31, 2024: Number of Weighted-Average Options Exercise Price Outstanding at January 1, 2024 232,744 $ 46.56 Granted 362 6.52 Forfeited (2,966) 18.07 Outstanding at March 31, 2024 230,140 $ 46.87 Exercisable at March 31, 2024 169,631 $ 52.61 As of March 31, 2024, there were 215,561 options that were vested or expected to vest with aggregate intrinsic value of zero and a remaining weighted average contractual life of 7.3 years. Restricted Stock Awards. Restricted stock awards are subject to vesting restrictions. If a grantee’s service with the Company is terminated prior to vesting of the restricted stock, all unvested shares shall be forfeited and returned to the Company. Upon vesting, the restricted stock award shall no longer be deemed restricted. As of March 31, 2024, there were 2,492 and zero restricted stock awards that were vested and unvested, respectively. There were no restricted stock awards granted during the three months ended March 31, 2024 and 2023, respectively. Stock Compensation. For the three months ended March 31, 2024 and 2023, we recorded non-cash stock-based compensation expense for all stock awards of $0.4 million and $0.5 million, respectively, within operating expense in the accompanying statements of operations. As of March 31, 2024, 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 1.6 years. |
SALES SERVICE REVENUE, NET AND
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2024 | |
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE [Abstract] | |
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE | 10. 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 determining 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 when 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. Reagents and other diagnostic products Control of reagents and other diagnostic products are transferred to the customer at a point in time and, as such, the Company recognizes these revenues at a point in time based on the delivery method. These revenues include revenues from reagent sets for our HSRR program and other product sales and are included in other revenue in our condensed consolidated statements of operations. Disaggregation of Revenues by Transaction Type We operate in one business segment and, therefore, the results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting. Service revenue, net for the three months ended March 31, 2024 and 2023 was as follows: For the Three Months Ended March 31, (dollars in thousands) Diagnostic Testing 2024 2023 Medicaid $ 5 $ 8 Medicare 1,091 880 Self-pay 18 80 Third party payers 1,705 1,100 Contract diagnostics and other 2 — Service revenue, net $ 2,821 $ 2,068 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 the following types of transactions: diagnostic testing (“Diagnostic”), revenues from the Company’s ICP technology and bio-pharma projects encompassing genetic diagnostics (collectively “Biomarker”), revenues from clinical research grants from state and federal research programs and diagnostic product sales, including revenues from equipment leases and reagent sales associated with our HSRR program. 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 periods ended March 31, 2024 and December 31, 2023, the deferred revenue was $0.2 million and $0.1 million, respectively. Contractual Allowances and Adjustments We are reimbursed by payers for services we provide. Payments for services covered by payers average less than billed charges. We monitor revenue and receivables from payers and record an estimated contractual allowance for certain revenue and receivable balances as of the revenue recognition date to properly account for anticipated differences between amounts estimated in our billing system and amounts ultimately reimbursed by payers. Accordingly, the total revenue and receivables reported in our condensed consolidated financial statements are recorded at the amounts expected to be received from these payers. For service revenue, the contractual allowance is estimated based on several criteria, including unbilled claims, historical trends based on actual claims paid, current contract and reimbursement terms and changes in customer base and payer/product mix. The billing functions for the remaining portion of our revenue are contracted and fixed fees for specific services and are recorded without an allowance for contractual discounts . The following table presents our revenues initially recognized for each associated payer class during the three months ended March 31, 2024 and 2023 For the Three Months Ended March 31, (dollars in thousands) Contractual Allowances and Revenues, net of Contractual Gross Revenues adjustments Allowances and adjustments 2024 2023 2024 2023 2024 2023 Medicaid $ 5 $ 8 $ — $ — $ 5 $ 8 Medicare 1,091 880 — — 1,091 880 Self-pay 18 80 — — 18 80 Third party payers 5,968 3,835 (4,263) (2,735) 1,705 1,100 Contract diagnostics and other 2 — — — 2 — 7,084 4,803 (4,263) (2,735) 2,821 2,068 Other 657 761 — — 657 761 $ 7,741 $ 5,564 $ (4,263) $ (2,735) $ 3,478 $ 2,829 Allowance for Credit Losses 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 is made to FASB 954-605-45-5 and ASU 2011-07, Health Care Entities: Presentation and Disclosure of Patient Service Revenue, Provision for Credit Loss, and the Allowance for Credit Losses. The change in the allowance for credit losses is directly related to the increase in patient service revenues. The following table presents our reported revenues net of the collection allowance and adjustments for the three months ended March 31, 2024 and 2023. For the Three Months Ended March 31, Revenues, net of (dollars in thousands) Contractual Allowances Allowances for credit and adjustments losses Total 2024 2023 2024 2023 2024 2023 Medicaid $ 5 $ 8 $ (2) $ (4) $ 3 $ 4 Medicare 1,091 880 (16) — 1,075 880 Self-pay 18 80 (2) (8) 16 72 Third party payers 1,705 1,100 (26) — 1,679 1,100 Contract diagnostics and other 2 — — — 2 — 2,821 2,068 (46) (12) 2,775 2,056 Other 657 761 — — 657 761 $ 3,478 $ 2,829 $ (46) $ (12) $ 3,432 $ 2,817 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 outstanding related to payer categories: (dollars in thousands) March 31, 2024 December 31, 2023 Medicaid $ 20 $ 25 Medicare 1,579 1,561 Self-pay 203 229 Third party payers 1,476 1,641 Contract diagnostic services and other 283 417 $ 3,561 $ 3,873 Less allowance for credit losses (2,655) (2,572) Accounts receivable, net $ 906 $ 1,301 The following table presents the roll-forward of the allowance for credit losses for the three months ended March 31, 2024. Allowance for Credit (dollars in thousands) Losses Balance, January 1, 2024 $ (2,572) Provision for credit losses: Medicaid $ (2) Medicare (16) Self-pay (2) Third party payers (26) (46) Credit loss expense $ (37) Total charges (83) Balance, March 31, 2024 $ (2,655) Customer Revenue and Accounts Receivable Concentration Our customers are oncologists, hospitals, reference laboratories, physician-office laboratories, and pharma and biotech companies. Net sales Accounts receivable, as of Three Months Ended March 31, March 31, December 31, 2024 2023 2024 2023 Customer A 11 % 18 % * * Customer B * * 17 % 13 % Customer C 10 % * * * * represents less than 10% |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS The Company has evaluated events and transactions subsequent to March 31, 2024 through the date of this Quarterly Report on Form 10-Q, and any material subsequent events are reported below. On April 30, 2024, the Company terminated a receivables factoring agreement with Culain Capital Funding, LLC, dated March 23, 2023 (the “Factoring Agreement”). Precipio did not incur any early termination penalties in connection with the termination of the Factoring Agreement On May 1, 2024, the Company entered into a Business Loan and Security Agreement (the “Loan Agreement”), by and between the Company, as borrower, and Altbanq Lending LLC., as lender (the “Lender”) pursuant to which the Company obtained a loan from the Lender in the principal amount of $250,000, which includes origination fees of $3,750 (the “Loan”). According to the Loan Agreement, the Company granted the Lender a continuing security interest in certain collateral (as defined in the Loan Agreement). Furthermore, the Company’s Chief Executive Officer, provided a personal guaranty for the Secured Loan. Under the Loan Agreement, the Company received the Loan net of fees of $5,000. The Loan has an interest rate of 20%, such that pursuant to the Loan Agreement, the Company is obligated to pay the Lender 52 weekly payments of approximately $6,000 for a total repayment amount of $300,000 in principal and interest (not including any fees). If the Company defaults on payments then a default fee of $15,000.00 shall be payable to the Lender. The Company has the right, at its discretion to request the Lender to loan an additional amount of up to $250,000 on the same terms and conditions, provided that there has been no material change in the Company’s finances. From April 1, 2024 through the date of issuance of this Quarterly Report on Form 10-Q, the Company received additional proceeds through Change Healthcare’s Temporary Assistance Program of approximately $0.6 million. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation. The accompanying condensed consolidated financial statements are presented in conformity with GAAP. As required under GAAP, pursuant to the Reverse Stock Split , unless otherwise indicated, the Company has adjusted all share amounts, per share data, share prices, exercise prices and conversion rates set forth in these notes and the accompanying condensed consolidated financial statements. |
Recent Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements. In June 2022, the Financial Accounting Standards Board (the “FASB”) issued ASU 2022-03, Fair Value Measurement (Topic 820) (“ASU 2022-03”). The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments in this Update also require additional disclosures for equity securities subject to contractual sale restrictions. The Company adopted this guidance on January 1, 2024. The adoption of this standard was not material to our condensed consolidated financial statements. 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 The adoption of this standard was not material to our condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted. |
Loss Per Share | In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily through enhanced disclosures of significant segment expenses. The guidance will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application to all periods presented upon adoption, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on its condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”) which is intended to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires additional disaggregation of the reconciliation between the statutory and effective tax rate for an entity and of income taxes paid, both of which are disclosures required by current GAAP. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in ASU 2023-09 apply to all entities that are subject to Topic 740, Income Taxes. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. ASU 2023-09 is effective for the Company beginning January 1, 2025. Adoption of ASU 2023-09 is expected to enhance the usefulness of income tax disclosures and is not expected to have a material impact on the Company’s financial position, results of operations or cash flow. Loss Per Share. Basic loss per share is calculated based on the weighted-average number of common shares (including pre-funded warrants) 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. Shares of the Company’s common stock underlying pre-funded warrants are included in the calculation of basic and diluted loss per share due to the negligible exercise price of the pre-funded warrants. Options, warrants and conversion rights pertaining to 695,550 and 278,576 shares of our common stock have been excluded from the computation of diluted loss per share at March 31, 2024 and 2023, respectively, because the effect is anti-dilutive due to the net loss. The following table summarizes the outstanding securities not included in the computation of diluted net loss per share: March 31, 2024 2023 Stock options 230,140 238,245 Warrants 459,535 34,456 Preferred stock 5,875 5,875 Total 695,550 278,576 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Schedule of outstanding securities not included in the computation of diluted net loss per share | The following table summarizes the outstanding securities not included in the computation of diluted net loss per share: March 31, 2024 2023 Stock options 230,140 238,245 Warrants 459,535 34,456 Preferred stock 5,875 5,875 Total 695,550 278,576 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
LONG-TERM DEBT [Abstract] | |
Schedule of debt | Long-term debt consists of the following: Dollars in Thousands March 31, 2024 December 31, 2023 Connecticut Department of Economic and Community Development (DECD) $ 139 $ 146 DECD debt issuance costs (12) (12) Financed insurance loan 105 207 Total long-term debt 232 341 Current portion of long-term debt (133) (235) Long-term debt, net of current maturities $ 99 $ 106 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES. (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES. [Abstract] | |
Schedule of accrued expenses | Accrued expenses at March 31, 2024 and December 31, 2023 are as follows: (dollars in thousands) March 31, 2024 December 31, 2023 Accrued expenses $ 849 $ 764 Accrued compensation 755 754 Accrued franchise, property and sales and use taxes 196 287 Accrued interest 19 19 $ 1,819 $ 1,824 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
LEASES [Abstract] | |
Summary of balance sheet presentation of our operating and finance leases | (dollars in thousands) Classification on the Condensed Consolidated Balance Sheet March 31, 2024 December 31, 2023 Assets: Operating lease right-of-use assets, net $ 556 $ 612 Finance lease right-of-use assets, net (1) 156 174 Total lease assets $ 712 $ 786 Liabilities: Current: Current maturities of operating lease liabilities $ 215 $ 218 Current maturities of finance lease liabilities 62 132 Noncurrent: Operating lease liabilities, less current maturities 353 407 Finance lease liabilities, less current maturities 71 18 Total lease liabilities $ 701 $ 775 (1) As of March 31, 2024 and December 31, 2023, finance lease right-of-use assets included zero , respectively, of assets related to finance leases associated with the HSRR program. |
Summary of estimated future minimum lease payments for operating leases | As of March 31, 2024, the estimated future minimum lease payments, excluding non-lease components, are as follows: (dollars in thousands) Operating Leases Finance Leases Total March 31, March 31, March 31, 2024 2024 2024 2024 (remaining) $ 189 $ 59 $ 248 2025 224 65 289 2026 214 26 240 Total lease obligations 627 150 777 Less: Amount representing interest (59) (17) (76) Present value of net minimum lease obligations 568 133 701 Less, current portion (215) (62) (277) Long term portion $ 353 $ 71 $ 424 |
Summary of estimated future minimum lease payments for finance leases | As of March 31, 2024, the estimated future minimum lease payments, excluding non-lease components, are as follows: (dollars in thousands) Operating Leases Finance Leases Total March 31, March 31, March 31, 2024 2024 2024 2024 (remaining) $ 189 $ 59 $ 248 2025 224 65 289 2026 214 26 240 Total lease obligations 627 150 777 Less: Amount representing interest (59) (17) (76) Present value of net minimum lease obligations 568 133 701 Less, current portion (215) (62) (277) Long term portion $ 353 $ 71 $ 424 |
Schedule of other information | March 31, December 31, 2024 2023 Weighted-average remaining lease term (years): Operating leases 2.6 2.8 Finance leases 1.8 2.0 Weighted-average discount rate: Operating leases 8.00% 8.00% Finance leases 10.70% 10.63% |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
STOCKHOLDERS' EQUITY [Abstract] | |
Schedule of stockholders' equity, including warrants and rights | The following represents a summary of the warrants outstanding as of March 31, 2024: Underlying Exercise Issue Year Expiration Shares Price Warrants (1) 2019 April 2024 7,374 $ 108.00 (2) 2019 May 2024 7,717 $ 191.20 (3) 2023 December 2028 444,444 $ 12.60 459,535 (1) (2) (3) |
EQUITY INCENTIVE PLAN (Tables)
EQUITY INCENTIVE PLAN (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
EQUITY INCENTIVE PLAN [Abstract] | |
Summary of stock option activity | The following table summarizes stock option activity under our plans during the three months ended March 31, 2024: Number of Weighted-Average Options Exercise Price Outstanding at January 1, 2024 232,744 $ 46.56 Granted 362 6.52 Forfeited (2,966) 18.07 Outstanding at March 31, 2024 230,140 $ 46.87 Exercisable at March 31, 2024 169,631 $ 52.61 |
SALES SERVICE REVENUE, NET AN_2
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE [Abstract] | |
Schedule of Net Revenues | For the Three Months Ended March 31, (dollars in thousands) Diagnostic Testing 2024 2023 Medicaid $ 5 $ 8 Medicare 1,091 880 Self-pay 18 80 Third party payers 1,705 1,100 Contract diagnostics and other 2 — Service revenue, net $ 2,821 $ 2,068 |
Schedule of Gross to Net Sales Adjustments | For the Three Months Ended March 31, (dollars in thousands) Contractual Allowances and Revenues, net of Contractual Gross Revenues adjustments Allowances and adjustments 2024 2023 2024 2023 2024 2023 Medicaid $ 5 $ 8 $ — $ — $ 5 $ 8 Medicare 1,091 880 — — 1,091 880 Self-pay 18 80 — — 18 80 Third party payers 5,968 3,835 (4,263) (2,735) 1,705 1,100 Contract diagnostics and other 2 — — — 2 — 7,084 4,803 (4,263) (2,735) 2,821 2,068 Other 657 761 — — 657 761 $ 7,741 $ 5,564 $ (4,263) $ (2,735) $ 3,478 $ 2,829 |
Schedule of Reported Revenues Net of Collection Allowance | For the Three Months Ended March 31, Revenues, net of (dollars in thousands) Contractual Allowances Allowances for credit and adjustments losses Total 2024 2023 2024 2023 2024 2023 Medicaid $ 5 $ 8 $ (2) $ (4) $ 3 $ 4 Medicare 1,091 880 (16) — 1,075 880 Self-pay 18 80 (2) (8) 16 72 Third party payers 1,705 1,100 (26) — 1,679 1,100 Contract diagnostics and other 2 — — — 2 — 2,821 2,068 (46) (12) 2,775 2,056 Other 657 761 — — 657 761 $ 3,478 $ 2,829 $ (46) $ (12) $ 3,432 $ 2,817 |
Schedule of Receivables | (dollars in thousands) March 31, 2024 December 31, 2023 Medicaid $ 20 $ 25 Medicare 1,579 1,561 Self-pay 203 229 Third party payers 1,476 1,641 Contract diagnostic services and other 283 417 $ 3,561 $ 3,873 Less allowance for credit losses (2,655) (2,572) Accounts receivable, net $ 906 $ 1,301 |
Schedule of Allowance for Doubtful Accounts | The following table presents the roll-forward of the allowance for credit losses for the three months ended March 31, 2024. Allowance for Credit (dollars in thousands) Losses Balance, January 1, 2024 $ (2,572) Provision for credit losses: Medicaid $ (2) Medicare (16) Self-pay (2) Third party payers (26) (46) Credit loss expense $ (37) Total charges (83) Balance, March 31, 2024 $ (2,655) |
Schedule of Customer Revenue and Accounts Receivable Concentrations | Net sales Accounts receivable, as of Three Months Ended March 31, March 31, December 31, 2024 2023 2024 2023 Customer A 11 % 18 % * * Customer B * * 17 % 13 % Customer C 10 % * * * * represents less than 10% |
BUSINESS DESCRIPTION (Narrative
BUSINESS DESCRIPTION (Narrative) (Details) - USD ($) | 3 Months Ended | 38 Months Ended | |||||||
Jun. 08, 2023 | Apr. 14, 2023 | Jun. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | May 31, 2024 | Apr. 08, 2024 | Dec. 31, 2023 | Apr. 13, 2020 | |
Business Acquisition [Line Items] | |||||||||
Net loss | $ 2,100,000 | ||||||||
Net cash used in operating activities | (667,000) | $ (1,575,000) | |||||||
Accumulated deficit | (100,229,000) | $ (98,150,000) | |||||||
Working capital | 700,000 | ||||||||
Proceeds from issuance of common stock | 67,000 | 438,000 | |||||||
Subsequent Events [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate authorized offering price | $ 1,061,478,000 | ||||||||
Amount available for future sale of shares pursuant to the sales agreement | 1,000,000 | ||||||||
AGP 2023 Sales Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate authorized offering price | $ 5,800,000 | ||||||||
Proceeds from issuance of common stock | $ 100,000 | $ 100,000 | |||||||
Shares issued (in shares) | 11,847 | 10,167 | |||||||
Amount available for future sale of shares pursuant to the sales agreement | $ 3,700,000 | $ 3,700,000 | |||||||
AGP 2023 Sales Agreement | Subsequent Events [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate authorized offering price | 1,061,478,000 | ||||||||
Amount available for future sale of shares pursuant to the sales agreement | $ 1,000,000 | ||||||||
AGP 2023 Sales Agreement | AGP | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares issued (in shares) | 1,655 | 11,847 | |||||||
Payments of stock issuance costs | $ 2,000 | ||||||||
Securities purchase agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 2,000,000 | ||||||||
Shares issued (in shares) | 206,250 | ||||||||
Payments of stock issuance costs | $ 200,000 | ||||||||
At The Market Offering Agreement | AGP | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate authorized offering price | $ 50,000,000 | ||||||||
Proceeds from issuance of common stock | $ 400,000 | $ 15,600,000 | |||||||
Shares issued (in shares) | 27,191 | 260,128 | |||||||
Payments of stock issuance costs | $ 500,000 | ||||||||
Maximum | AGP 2023 Sales Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Aggregate authorized offering price | $ 5,800,000 | ||||||||
Maximum | AGP 2023 Sales Agreement | AGP | |||||||||
Business Acquisition [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 100,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Summary of Significant Accounting Policies [Line Items] | |||
Other current assets | $ 381 | $ 495 | |
Securities not included in the computation of diluted net loss per share (in shares) | 695,550 | 278,576 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Outstanding Securities) (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities not included in the computation of diluted net loss per share (in shares) | 695,550 | 278,576 |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Securities not included in the computation of diluted net loss per share (in shares) | 230,140 | 238,245 |
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 (in shares) | 459,535 | 34,456 |
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 (in shares) | 5,875 | 5,875 |
LONG-TERM DEBT (Schedule of Deb
LONG-TERM DEBT (Schedule of Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 232 | $ 341 |
Current portion of long-term debt | (133) | (235) |
Long-term debt, net of current maturities | 99 | 106 |
Connecticut Department of Economic and Community Development (DECD) [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 139 | 146 |
Debt issuance cost | (12) | (12) |
Financed Insurance Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 105 | 207 |
Current portion of long-term debt | $ (100) | $ (200) |
LONG-TERM DEBT (Narrative) (Det
LONG-TERM DEBT (Narrative) (Details) - USD ($) | 3 Months Ended | ||||
Jan. 08, 2018 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jul. 31, 2023 | |
Debt Instrument [Line Items] | |||||
Current maturities of long-term debt, less debt issuance costs | $ 133,000 | $ 235,000 | |||
Financed Insurance Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Current maturities of long-term debt, less debt issuance costs | $ 100,000 | $ 200,000 | |||
Interest rate (as a percent) | 9.99% | ||||
Debt instrument, face amount | $ 400,000 | ||||
Term loan | Department of Economic and Community Development (DECD) Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from long-term debt | $ 300,000 | ||||
Debt instrument, term | 10 years | ||||
Debt instrument, maturity date | Dec. 31, 2027 | May 31, 2028 | |||
Interest rate (as a percent) | 3.25% | ||||
Term loan | Department of Economic and Community Development (DECD) Loan [Member] | Maximum [Member] | |||||
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 ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Jul. 31, 2023 |
Debt Instrument [Line Items] | |||
Total debt | $ 232 | $ 341 | |
Financed Insurance Loan [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 400 | ||
Interest rate (as a percent) | 9.99% | ||
Total debt | $ 105 | $ 207 |
LONG-TERM DEBT (Funding Assista
LONG-TERM DEBT (Funding Assistance Program) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
LONG-TERM DEBT [Abstract] | ||
Long-term Debt, Current Maturities | $ 133 | $ 235 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES. (Accrued Expenses) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accrued expenses | $ 849 | $ 764 |
Accrued compensation | 755 | 754 |
Amount received from Temporary Assistance Program | 0 | |
Accrued franchise, property and sales and use taxes | 196 | 287 |
Accrued interest | 19 | 19 |
Accrued expenses | 1,819 | $ 1,824 |
Maximum [Member] | ||
Amount received from Temporary Assistance Program | $ 100 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) $ in Millions | Feb. 06, 2017 | Mar. 31, 2024 | Dec. 31, 2023 |
Loss Contingencies [Line Items] | |||
Other Commitment | $ 1.6 | $ 1.9 | |
CPA Global | |||
Loss Contingencies [Line Items] | |||
Loss contingency, damages sought | $ 0.2 | ||
CPA Global | Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Loss contingency accrual | $ 0.1 | $ 0.1 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) item | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Operating leases | $ 100 | $ 100 | |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | 0 | 0 | |
Operating lease right-of-use assets, net | 556 | $ 612 | |
Finance lease ROU assets | $ 18 | 23 | |
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Facility leases | item | 1 | ||
Renewal term | 1 year | ||
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Renewal term | 5 years | ||
HemeScreen Reagent Rental [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Finance lease ROU assets | $ 0 | $ 0 | |
Net investment in leased assets | $ 100 | $ 100 |
LEASES - Operating and Financin
LEASES - Operating and Financing leases (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Balance sheet presentation of our operating and financing leases | ||
Operating lease right-of-use assets, net | $ 556 | $ 612 |
Finance lease right-of-use assets, net | 156 | 174 |
Total lease assets | 712 | 786 |
Current maturities of operating lease liabilities | 215 | 218 |
Current maturities of finance lease liabilities | 62 | 132 |
Operating lease liabilities, less current maturities | 353 | 407 |
Finance lease liabilities, less current maturities | 71 | 18 |
Present value of net minimum lease obligations | 701 | 775 |
HemeScreen Reagent Rental [Member] | ||
Balance sheet presentation of our operating and financing leases | ||
Finance lease right-of-use assets, net | $ 0 | $ 0 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Operating leases, estimated future minimum lease payments | ||
2024 (remaining) | $ 189 | |
2025 | 224 | |
2026 | 214 | |
Total lease obligations | 627 | |
Less: Amount representing interest | (59) | |
Present value of net minimum lease obligations | 568 | |
Less, current portion | (215) | $ (218) |
Long term portion | 353 | 407 |
Finance leases, estimated future minimum lease payments | ||
2024 (remaining) | 59 | |
2025 | 65 | |
2026 | 26 | |
Total lease obligations | 150 | |
Less: Amount representing interest | (17) | |
Total lease liabilities | 133 | |
Less, current portion | (62) | (132) |
Long term portion | 71 | 18 |
2024 (remaining) | 248 | |
2025 | 289 | |
2026 | 240 | |
Total lease obligations | 777 | |
Less: Amount representing interest | (76) | |
Present value of net minimum lease obligations | 701 | $ 775 |
Less, current portion | (277) | |
Long term portion | $ 424 |
LEASES - Other Information (Det
LEASES - Other Information (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
LEASES [Abstract] | ||
Operating leases (in years) | 2 years 7 months 6 days | 2 years 9 months 18 days |
Finance leases (in years) | 1 year 9 months 18 days | 2 years |
Operating leases discount rate | 8% | 8% |
Finance leases discount rate | 10.70% | 10.63% |
LEASES - Operating and Financ_2
LEASES - Operating and Financing Lease Cost (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease costs | $ 0.1 | $ 0.1 |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Short-term lease costs | 0.1 | 0.1 |
Finance lease amortization and interest expenses | $ 0.1 | $ 0.1 |
STOCKHOLDERS' EQUITY (Common St
STOCKHOLDERS' EQUITY (Common Stock) (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 20, 2018 | Dec. 16, 2018 |
STOCKHOLDERS' EQUITY [Abstract] | ||||
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 250,000,000 | 150,000,000 |
STOCKHOLDERS' EQUITY (At The Ma
STOCKHOLDERS' EQUITY (At The Market Offering Agreement) (Details) - USD ($) | 3 Months Ended | 38 Months Ended | |||||||
Apr. 14, 2023 | Apr. 02, 2021 | Jun. 30, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | May 31, 2024 | Apr. 08, 2024 | Dec. 31, 2023 | Apr. 13, 2020 | |
Class of Stock [Line Items] | |||||||||
Common stock, par value (in $ per share) | $ 0.01 | $ 0.01 | |||||||
Proceeds from issuance of common stock | $ 67,000 | $ 438,000 | |||||||
AGP 2023 Sales Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate authorized offering price | $ 5,800,000 | ||||||||
Percentage of cash fee | 3% | ||||||||
Proceeds from issuance of common stock | $ 100,000 | $ 100,000 | |||||||
Shares issued (in shares) | 11,847 | 10,167 | |||||||
Amount available for future sale of shares pursuant to the sales agreement | $ 3,700,000 | $ 3,700,000 | |||||||
AGP [Member] | At The Market Offering Agreement | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, par value (in $ per share) | $ 0.01 | ||||||||
Aggregate sales proceeds of common stock | $ 22,000,000 | ||||||||
Payments of Stock Issuance Costs | $ 500,000 | ||||||||
Aggregate authorized offering price | $ 50,000,000 | ||||||||
Percentage of cash fee | 3% | ||||||||
Proceeds from issuance of common stock | $ 400,000 | $ 15,600,000 | |||||||
Shares issued (in shares) | 27,191 | 260,128 | |||||||
AGP [Member] | AGP 2023 Sales Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Payments of Stock Issuance Costs | $ 2,000 | ||||||||
Shares issued (in shares) | 1,655 | 11,847 | |||||||
Maximum | AGP 2023 Sales Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate authorized offering price | $ 5,800,000 | ||||||||
Maximum | AGP [Member] | AGP 2023 Sales Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Proceeds from issuance of common stock | $ 100,000 | ||||||||
Subsequent Events [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate authorized offering price | $ 1,061,478,000 | ||||||||
Amount available for future sale of shares pursuant to the sales agreement | 1,000,000 | ||||||||
Subsequent Events [Member] | AGP 2023 Sales Agreement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Aggregate authorized offering price | 1,061,478,000 | ||||||||
Amount available for future sale of shares pursuant to the sales agreement | $ 1,000,000 |
STOCKHOLDERS' EQUITY (Registere
STOCKHOLDERS' EQUITY (Registered Direct Offering) (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Jun. 08, 2023 USD ($) $ / shares Y shares | Jun. 07, 2023 USD ($) | Jun. 30, 2023 $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 $ / shares | |
Class of Stock [Line Items] | ||||||
Common stock, par value (in $ per share) | $ 0.01 | $ 0.01 | ||||
Class of warrant, number of securities called by warrants | shares | 459,535 | |||||
Proceeds from issuance of common stock | $ | $ 67 | $ 438 | ||||
RDO Common Warrants | ||||||
Class of Stock [Line Items] | ||||||
Number of warrants issued | shares | 444,444 | |||||
Class of warrant, number of securities called by warrants | shares | 444,444 | 444,444 | ||||
Period from issuance after which the warrants become exercisable. | 6 months | |||||
Exercise price (in dollars per share) | $ 12.60 | $ 12.60 | ||||
Registered Direct Offering [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock reserved for future issuance | shares | 206,250 | |||||
Common stock, par value (in $ per share) | $ 0.01 | |||||
Share price (in dollars per share) | $ 9 | |||||
Threshold beneficial ownership percentage of warrants with its affiliates | 4.99% | |||||
Threshold beneficial ownership percentage of warrants at the election of the purchaser | 9.99% | |||||
Threshold ownership percentage of warrants | 19.99% | |||||
Notice period to alter beneficial ownership percentage | 61 days | |||||
Gross proceeds | $ | $ 2,000 | |||||
Proceeds from issuance of common stock | $ | $ 1,800 | |||||
Lock-in period | 90 days | |||||
Resale registration period | 30 days | |||||
Cash fee paid | $ | $ 140,000 | |||||
Sale lock in period | 90 days | |||||
Variable rate transaction lock in period | 180 days | |||||
Amount available for future sale of shares pursuant to the sales agreement | $ | $ 3,700 | |||||
Registered Direct Offering [Member] | Pre-Funded Warrants | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant, number of securities called by warrants | shares | 15,972 | 0 | ||||
Share price (in dollars per share) | $ 8.98 | |||||
Exercise price (in dollars per share) | $ 0.02 | |||||
Registered Direct Offering [Member] | RDO Common Warrants | ||||||
Class of Stock [Line Items] | ||||||
Class of warrant, number of securities called by warrants | shares | 444,444 | |||||
Period from issuance after which the warrants become exercisable. | 6 months | |||||
Exercise price (in dollars per share) | $ 12.60 | |||||
Fair value of warrants issued | $ | $ 3,500 | |||||
Gross proceeds | $ | $ 1,300 | |||||
Registered Direct Offering [Member] | Measurement Input, Expected Term [Member] | RDO Common Warrants | ||||||
Class of Stock [Line Items] | ||||||
Equity Securities, FV-NI, Measurement Input | Y | 5 | |||||
Registered Direct Offering [Member] | Measurement Input, Risk Free Interest Rate [Member] | RDO Common Warrants | ||||||
Class of Stock [Line Items] | ||||||
Equity Securities, FV-NI, Measurement Input | 0.0389 | |||||
Registered Direct Offering [Member] | Measurement Input, Price Volatility [Member] | RDO Common Warrants | ||||||
Class of Stock [Line Items] | ||||||
Equity Securities, FV-NI, Measurement Input | 1.43 | |||||
Registered Direct Offering [Member] | Measurement Input, Share Price [Member] | RDO Common Warrants | ||||||
Class of Stock [Line Items] | ||||||
Equity Securities, FV-NI, Measurement Input | 9 |
STOCKHOLDERS' EQUITY (Preferred
STOCKHOLDERS' EQUITY (Preferred Stock) (Details) - shares | Mar. 31, 2024 | Dec. 31, 2023 |
STOCKHOLDERS' EQUITY [Abstract] | ||
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 |
STOCKHOLDERS' EQUITY (Series B
STOCKHOLDERS' EQUITY (Series B Preferred Stock) (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Aug. 28, 2017 | |
Class of Stock [Line Items] | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized (in shares) | 15,000,000 | 15,000,000 | |
Preferred stock, shares outstanding (in shares) | 47 | 47 | |
Preferred stock, shares issued (in shares) | 47 | 47 | |
Preferred Class B | |||
Class of Stock [Line Items] | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||
Conversion price (in dollars per share) | $ 8 | ||
Number of shares converted (in shares) | 0 | 0 | |
Preferred stock, shares authorized (in shares) | 6,900 | 6,900 | 6,900 |
Preferred stock, shares outstanding (in shares) | 47 | 47 | |
Preferred stock, shares issued (in shares) | 6,900 | 6,900 | |
Preferred stock, dividend rate (percentage) | 0% | ||
Preferred Stock, Liquidation Preference Per Share | $ 1,000 | $ 1,000 | |
Number of common shares issuable upon conversion of preferred stock. | 5,875 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Warrants) (Details) - $ / shares | Mar. 31, 2024 | Jun. 30, 2023 |
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 459,535 | |
Warrants Not Assumed In Merger, Expiring April 2024 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 7,374 | |
Exercise price (in dollars per share) | $ 108 | |
Warrants Not Assumed In Merger, Expiring May 2024 [Member] | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 7,717 | |
Exercise price (in dollars per share) | $ 191.20 | |
RDO Common Warrants | ||
Class of Stock [Line Items] | ||
Underlying shares (in shares) | 444,444 | 444,444 |
Exercise price (in dollars per share) | $ 12.60 | $ 12.60 |
STOCKHOLDERS' EQUITY (Warrants)
STOCKHOLDERS' EQUITY (Warrants) (Details) - $ / shares | 1 Months Ended | |
Jun. 30, 2023 | Mar. 31, 2024 | |
Class of Warrant or Right [Line Items] | ||
Class of warrant, number of securities called by warrants | 459,535 | |
RDO Common Warrants | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants issued | 444,444 | |
Class of warrant, number of securities called by warrants | 444,444 | 444,444 |
Exercise price (in dollars per share) | $ 12.60 | $ 12.60 |
Period from issuance after which the warrants become exercisable. | 6 months |
FAIR VALUE (Narratives) (Detail
FAIR VALUE (Narratives) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) Y | Mar. 31, 2023 USD ($) | Dec. 31, 2023 Y | |
Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Revaluation recognized in earnings | $ | $ 0 | ||
Measurement Input, Risk Free Interest Rate [Member] | Bridge Note Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.0549 | ||
Minimum [Member] | Measurement Input, Price Volatility [Member] | Bridge Note Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.48 | 0.71 | |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | Bridge Note Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.0533 | ||
Minimum [Member] | Measurement Input, Expected Term [Member] | Bridge Note Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | Y | 0.04 | 0.3 | |
Maximum [Member] | Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Revaluation recognized in earnings | $ | $ 1 | ||
Maximum [Member] | Measurement Input, Price Volatility [Member] | Bridge Note Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.54 | 0.77 | |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | Bridge Note Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | 0.0540 | ||
Maximum [Member] | Measurement Input, Expected Term [Member] | Bridge Note Warrant Liabilities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants and Rights Outstanding, Measurement Input | Y | 0.12 | 0.4 |
EQUITY INCENTIVE PLAN (Narrativ
EQUITY INCENTIVE PLAN (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation | $ 0.4 | $ 0.5 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 362 | |
Granted (in dollars per share) | $ 6.52 | |
Weighted average grant date fair value (in dollars per share) | $ 6 | |
Term | 6 years | |
Volatility rate | 139% | |
Stock options, expected to vest, outstanding (in shares) | 215,561 | |
Stock options, expected to vest, outstanding, aggregate intrinsic value | $ 0 | |
Stock options, expected to vest remaining contractual term | 7 years 3 months 18 days | |
Unrecognized compensation expense related to unvested stock awards | $ 1.7 | |
Unvested stock options, unrecognized compensation expense weighted average recognition period (in years) | 1 year 7 months 6 days | |
Risk-free interest rate (as a percent) | 3.94% | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, expected to vest, outstanding (in shares) | 2,492 | |
Restricted stock granted | 0 | 0 |
Awards outstanding (in shares) | 0 | |
Maximum [Member] | Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options, unvested options, vesting period | 4 years | |
Equity Incentive Plan 2017 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 320,699 | |
Shares available for grant | 87,998 | |
Percentage of annual increase in number of shares authorized for grant | 5% | |
Number of additional shares authorized | 71,006 | |
Equity Incentive Plan 2017 [Member] | Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Plan expiration date | Jun. 05, 2027 |
EQUITY INCENTIVE PLAN (Summary
EQUITY INCENTIVE PLAN (Summary of Stock Option Activity) (Details) - Employee Stock Option [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of Options | |
Outstanding at beginning of period (in shares) | shares | 232,744 |
Granted (in shares) | shares | 362 |
Forfeited (in shares) | shares | (2,966) |
Outstanding at end of period (in shares) | shares | 230,140 |
Exercisable at end of period (in shares) | shares | 169,631 |
Weighted-Average Exercise Price | |
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 46.56 |
Granted (in dollars per share) | $ / shares | 6.52 |
Forfeited (in dollars per share) | $ / shares | 18.07 |
Outstanding at end of period (in dollars per share) | $ / shares | 46.87 |
Exercisable at end of period (in dollars per share) | $ / shares | $ 52.61 |
SALES SERVICE REVENUE, NET AN_3
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Narrative) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 USD ($) segment | Dec. 31, 2023 USD ($) | |
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE [Abstract] | ||
Number of segments | segment | 1 | |
Deferred revenue | $ | $ 193 | $ 110 |
SALES SERVICE REVENUE, NET AN_4
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Net Revenues) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | $ 3,478 | $ 2,829 |
Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 2,821 | 2,068 |
Medicaid | Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 5 | 8 |
Medicaid | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 5 | 8 |
Medicare | Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 1,091 | 880 |
Medicare | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 1,091 | 880 |
Self-Pay | Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 18 | 80 |
Self-Pay | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 18 | 80 |
Third party payers | Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 1,705 | 1,100 |
Third party payers | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 1,705 | 1,100 |
Contrat diagnostics and other | Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 2 | |
Contrat diagnostics and other | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 2 | |
Services Revenue, Net | Diagnostic Testing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | $ 2,821 | $ 2,068 |
SALES SERVICE REVENUE, NET AN_5
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Gross to Net Sales Adjustments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Gross revenue | $ 7,741 | $ 5,564 |
Contractual allowance and adjustments | (4,263) | (2,735) |
Service revenue, net | 3,478 | 2,829 |
Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 7,084 | 4,803 |
Contractual allowance and adjustments | (4,263) | (2,735) |
Service revenue, net | 2,821 | 2,068 |
Service revenue, net [Member] | Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 5 | 8 |
Service revenue, net | 5 | 8 |
Service revenue, net [Member] | Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 1,091 | 880 |
Service revenue, net | 1,091 | 880 |
Service revenue, net [Member] | Self-Pay | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 18 | 80 |
Service revenue, net | 18 | 80 |
Service revenue, net [Member] | Third-Party Payers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 5,968 | 3,835 |
Contractual allowance and adjustments | (4,263) | (2,735) |
Service revenue, net | 1,705 | 1,100 |
Service revenue, net [Member] | Contract Diagnostic Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 2 | |
Service revenue, net | 2 | |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Gross revenue | 657 | 761 |
Service revenue, net | $ 657 | $ 761 |
SALES SERVICE REVENUE, NET AN_6
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Sales, Net of Collection Allowance) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | $ 3,478 | $ 2,829 |
Allowance for credit losses | (46) | (12) |
Net sales | 3,432 | 2,817 |
Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Allowance for credit losses | (2) | |
Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Allowance for credit losses | (16) | |
Third-Party Payers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Allowance for credit losses | (26) | |
Service revenue, net [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 2,821 | 2,068 |
Allowance for credit losses | (46) | (12) |
Net sales | 2,775 | 2,056 |
Service revenue, net [Member] | Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 5 | 8 |
Allowance for credit losses | (2) | (4) |
Net sales | 3 | 4 |
Service revenue, net [Member] | Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 1,091 | 880 |
Allowance for credit losses | (16) | |
Net sales | 1,075 | 880 |
Service revenue, net [Member] | Self-Pay | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 18 | 80 |
Allowance for credit losses | (2) | (8) |
Net sales | 16 | 72 |
Service revenue, net [Member] | Third-Party Payers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 1,705 | 1,100 |
Allowance for credit losses | (26) | |
Net sales | 1,679 | 1,100 |
Service revenue, net [Member] | Contract Diagnostic Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 2 | |
Net sales | 2 | |
Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, net of contractual allowances and adjustments | 657 | 761 |
Net sales | $ 657 | $ 761 |
SALES SERVICE REVENUE, NET AN_7
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Receivables) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable, Gross | $ 3,561 | $ 3,873 |
Less allowance for doubtful accounts | (2,655) | (2,572) |
Accounts receivable, net | 906 | 1,301 |
Medicaid [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable, Gross | 20 | 25 |
Medicare [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable, Gross | 1,579 | 1,561 |
Self-Pay | ||
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable, Gross | 203 | 229 |
Third-Party Payers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable, Gross | 1,476 | 1,641 |
Contract Diagnostic Services and Other [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Accounts Receivable, Gross | $ 283 | $ 417 |
SALES SERVICE REVENUE, NET AN_8
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Allowance for Doubtful Accounts) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Allowance for doubtful accounts, Beginning balance | $ (2,572) | |
Adjustment for allowance for doubtful accounts | (46) | $ (12) |
Credit loss expense | (37) | |
Total charges | (83) | |
Allowance for doubtful accounts, Ending balance | (2,655) | |
Medicaid [Member] | ||
Adjustment for allowance for doubtful accounts | (2) | |
Medicare [Member] | ||
Adjustment for allowance for doubtful accounts | (16) | |
Self-Pay [Member] | ||
Adjustment for allowance for doubtful accounts | (2) | |
Third-Party Payers [Member] | ||
Adjustment for allowance for doubtful accounts | $ (26) |
SALES SERVICE REVENUE, NET AN_9
SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE (Schedule of Customer Revenue and Accounts Receivable Concentrations) (Details) - Customer Concentration Risk [Member] | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Sales Revenue, Net [Member] | Customer A | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11% | 18% | |
Sales Revenue, Net [Member] | Customer C | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10% | ||
Accounts Receivable [Member] | Customer B | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 17% | 13% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) | May 01, 2024 | Apr. 30, 2024 | May 14, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Subsequent Event [Line Items] | |||||
Amount received from Temporary Assistance Program | $ 0 | ||||
Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Amount received from Temporary Assistance Program | $ 100,000 | ||||
Factoring And Security Agreement [Member] | Culain Capital Funding, LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Loss from early termination | $ 0 | ||||
Subsequent Events [Member] | |||||
Subsequent Event [Line Items] | |||||
Amount received from Temporary Assistance Program | $ 600,000 | ||||
Subsequent Events [Member] | Loan Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt instrument, face amount | $ 250,000 | ||||
Fee | $ 5,000 | ||||
Interest rate (as a percent) | 20% | ||||
Frequency of periodic payment | 52 weekly payments | ||||
Debt instrument, scheduled periodic payments | $ 6,000 | ||||
Debt, carrying amount | 300,000 | ||||
Additional borrowing capacity | 250,000 | ||||
Subsequent Events [Member] | Loan Agreement [Member] | Origination Fees [Member] | |||||
Subsequent Event [Line Items] | |||||
Fee | 3,750 | ||||
Subsequent Events [Member] | Loan Agreement [Member] | Default Fees [Member] | |||||
Subsequent Event [Line Items] | |||||
Fee | $ 15,000 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |