Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Sep. 30, 2014 | |
Document And Entity Information [Abstract] | |
Document Type | S-1/A |
Amendment Flag | FALSE |
Document Period End Date | 30-Sep-14 |
Trading Symbol | BIOC |
Entity Registrant Name | BIOCEPT INC |
Entity Central Index Key | 1044378 |
Entity Filer Category | Smaller Reporting Company |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | |||
Cash & cash equivalents | $8,819,872 | $69,178 | $185,256 |
Accounts receivable | 12,445 | 9,200 | 18,885 |
Inventories, net | 148,640 | 92,823 | 61,283 |
Prepaid expenses and other current assets | 340,469 | 799,131 | 310,442 |
Total current assets | 9,321,426 | 970,332 | 575,866 |
Fixed assets, net | 528,248 | 358,887 | 624,730 |
Other non-current assets, net | 25,365 | 500 | 269,083 |
Total assets | 9,875,039 | 1,329,719 | 1,469,679 |
Current liabilities: | |||
Accounts payable | 552,994 | 1,540,618 | 1,387,677 |
Accrued liabilities | 580,602 | 2,242,058 | 3,346,806 |
Line of credit | 1,981,000 | ||
Notes payable, net | 5,200,599 | 21,631,427 | |
Warrant liability | 1,128 | 2,140,532 | 981,747 |
Supplier financings | 218,925 | 251,146 | |
Current portion of equipment financing | 55,800 | ||
Total current liabilities | 1,190,524 | 13,323,732 | 27,598,803 |
Non-current portion of equipment financing, net | 78,933 | ||
Credit facility, net | 4,731,541 | ||
Non-current interest payable | 33,905 | 745,000 | |
Deferred rent | 495,239 | 462,001 | 510,771 |
Total liabilities | 6,530,142 | 13,785,733 | 28,854,574 |
Commitments and contingencies (see Note 16) | |||
Shareholders’ equity/(deficit): | |||
Series A convertible preferred stock | 6,942 | 2,718 | |
Common stock, $0.0001 par value | 445 | 19 | 16 |
Additional paid-in capital | 137,749,933 | 109,958,001 | 85,800,164 |
Accumulated deficit | -134,405,481 | -122,420,976 | -113,187,793 |
Total shareholders’ equity/(deficit) | 3,344,897 | -12,456,014 | -27,384,895 |
Total liabilities and shareholders’ equity/(deficit) | 9,875,039 | 1,329,719 | 1,469,679 |
Pro Forma [Member] | |||
Current assets: | |||
Cash & cash equivalents | 69,178 | ||
Accounts receivable | 9,200 | ||
Inventories, net | 92,823 | ||
Prepaid expenses and other current assets | 260,813 | ||
Total current assets | 432,014 | ||
Fixed assets, net | 358,887 | ||
Other non-current assets, net | 500 | ||
Total assets | 791,401 | ||
Current liabilities: | |||
Accounts payable | 1,540,618 | ||
Accrued liabilities | 1,745,899 | ||
Line of credit | 1,665,757 | ||
Supplier financings | 218,925 | ||
Total current liabilities | 5,171,199 | ||
Deferred rent | 462,001 | ||
Total liabilities | 5,633,200 | ||
Commitments and contingencies (see Note 16) | |||
Shareholders’ equity/(deficit): | |||
Common stock, $0.0001 par value | 260 | ||
Additional paid-in capital | 118,453,075 | ||
Accumulated deficit | -123,295,134 | ||
Total shareholders’ equity/(deficit) | -4,841,799 | ||
Total liabilities and shareholders’ equity/(deficit) | $791,401 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Preferred stock, par value | $0.00 | ||
Common stock, par value | $0.00 | $0.00 | $0.00 |
Common stock, shares authorized | 40,000,000 | 53,000,000 | 14,600,000 |
Common stock, shares issued | 4,449,603 | 185,550 | 160,393 |
Common stock, shares outstanding | 4,449,603 | 185,550 | 160,393 |
Pro Forma [Member] | |||
Common stock, shares authorized | 40,000,000 | ||
Common stock, shares issued | 2,600,162 | ||
Common stock, shares outstanding | 2,600,162 | ||
Series A Convertible Preferred Stock [Member] | |||
Preferred stock, par value | $0.00 | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 100,000,000 | 36,460,000 |
Preferred stock, shares outstanding | 0 | 69,421,047 | 27,175,213 |
Preferred stock, shares issued | 0 | 69,421,047 | 27,175,213 |
Preferred stock, liquidation preference | $41,652,628 | $16,305,127 | |
Series A Convertible Preferred Stock [Member] | Pro Forma [Member] | |||
Preferred stock, shares authorized | 5,000,000 | ||
Preferred stock, shares outstanding | 0 | ||
Preferred stock, shares issued | 0 |
Statements_of_Operations_and_C
Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Income Statement [Abstract] | |||||||
Revenues | $10,274 | $31,922 | $57,794 | $115,445 | $134,245 | $109,289 | |
Cost of revenues | 538,181 | 619,080 | 1,555,861 | 1,759,568 | 2,329,900 | 1,201,694 | |
Gross profit/(loss) | -527,907 | -587,158 | -1,498,067 | -1,644,123 | -2,195,655 | -1,092,405 | |
Operating expenses | |||||||
Research and development expenses | 1,310,905 | 975,104 | 3,427,513 | 2,375,892 | 3,086,737 | 6,562,152 | |
General and administrative expenses | 1,060,812 | 806,872 | 3,970,579 | 1,736,192 | 2,513,136 | 2,063,199 | |
Sales and marketing expenses | 812,005 | 5,342 | 1,246,507 | 129,678 | 148,903 | 785,319 | |
Loss from operations | -3,711,629 | -2,374,476 | -10,142,666 | -5,885,885 | -7,944,431 | -10,503,075 | |
Other income/(expense) | |||||||
Interest expense, net | -151,491 | -457,250 | -1,640,045 | -1,435,087 | -2,070,064 | -2,187,499 | |
Change in fair value of warrant liability | 3,326 | -7,647 | -200,994 | 593,365 | 782,112 | 454,389 | |
Other income/(expense) | -20,818 | -32,767 | -22,541 | ||||
Total other income/(expense) | -148,165 | -485,715 | -1,841,039 | -874,489 | -1,287,952 | -1,755,651 | |
Loss before income taxes | -3,859,794 | -2,860,191 | -11,983,705 | -6,760,374 | -9,232,383 | -12,258,726 | |
Income tax expense | -800 | -800 | 800 | 800 | |||
Net loss & comprehensive loss | ($3,859,794) | ($2,860,191) | ($11,984,505) | ($6,761,174) | ($9,233,183) | ($12,259,526) | |
Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders: | |||||||
Basic | 4,449,603 | 181,954 | 3,845,540 | 182,199 | 181,762 | 160,393 | |
Diluted | 4,449,603 | 181,954 | 3,845,540 | 182,199 | 181,762 | 160,393 | |
Net loss per common share: | |||||||
Basic | ($0.87) | ($15.72) | [1] | ($3.12) | ($37.11) | ($50.80) | ($76.43) |
Diluted | ($0.87) | ($15.72) | [1] | ($3.12) | ($37.11) | ($50.80) | ($76.43) |
[1] | Basic and diluted net loss per common share are computed independently for each of the components and quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted net loss per common share. |
Statements_of_Shareholders_Def
Statements of Shareholders' Deficit (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Series A Convertible Preferred Stock [Member] |
Series A Preferred Stock [Member] | |||||
Balance at Dec. 31, 2011 | ($15,377,503) | $16 | $85,548,030 | ($100,928,267) | $2,718 |
Balance, shares at Dec. 31, 2011 | 160,393 | 27,175,213 | |||
Stock-based compensation expense | 252,134 | 252,134 | |||
Exercise of stock options, shares | |||||
Net loss | -12,259,526 | -12,259,526 | |||
Balance at Dec. 31, 2012 | -27,384,895 | 16 | 85,800,164 | -113,187,793 | 2,718 |
Balance, shares at Dec. 31, 2012 | 160,393 | 27,175,213 | |||
Stock-based compensation expense | 952,521 | 952,521 | |||
Stock issuance for RSU | 2 | -2 | |||
Stock issuance for RSU, shares | 21,846 | 21,846 | |||
Exercise of stock options | 20,105 | 1 | 20,104 | ||
Exercise of stock options, shares | 4,021 | 4,021 | |||
Repurchase of common shares | -4,111 | -4,111 | |||
Repurchase of common shares, shares | -710 | ||||
Reclassification of warrant liability derivative due to triggering event | 381,145 | 381,145 | |||
Net loss | -9,233,183 | -9,233,183 | |||
Shares issued for conversion of notes payable and accrued interest of $20.2 million and $2.6 million, respectively | 22,812,404 | 22,808,180 | 4,224 | ||
Shares issued for conversion of notes payable and accrued interest of $20.2 million and $2.6?million, respectively, shares | 42,245,834 | ||||
Balance at Dec. 31, 2013 | ($12,456,014) | $19 | $109,958,001 | ($122,420,976) | $6,942 |
Balance, shares at Dec. 31, 2013 | 185,550 | 69,421,047 |
Statements_of_Shareholders_Def1
Statements of Shareholders' Deficit (Parenthetical) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 28, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | |
Debt, principal amount converted | $20,231,000 | $20,231,000 | $20,231,000 |
Accrued interest [Member] | |||
Accrued interest on convertible debt converted | $2,581,000 | $2,581,000 | $2,581,000 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash Flows From Operating Activities | ||||
Net loss | ($11,984,505) | ($6,761,174) | ($9,233,183) | ($12,259,526) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 177,516 | 202,641 | 266,554 | 365,568 |
Inventory reserve | 9,616 | -68,496 | 70,004 | -56,004 |
Stock-based compensation | 1,506,586 | 683,396 | 952,521 | 252,134 |
Non-cash interest expense related to convertible debt, credit facility and other financing activities | 1,428,324 | 1,302,136 | 2,066,287 | 2,159,234 |
Change in fair value of warrant liabilities | 200,994 | -593,365 | -782,112 | -454,389 |
Increase/(decrease) in cash resulting from changes in: | ||||
Accounts receivable | -3,245 | -41,599 | 9,685 | -13,634 |
Inventory | -46,201 | -97,342 | 38,464 | -117,287 |
Prepaid expenses and other current assets | -528,988 | -25,255 | -37,691 | 77,654 |
Other non-current assets | -28,894 | 269,083 | 268,583 | |
Accounts payable | -992,399 | -120,781 | -175,280 | 354,553 |
Accrued liabilities | -1,172,611 | 271,470 | 233,852 | 730,836 |
Non-current interest payable | 33,905 | |||
Deferred rent | 33,238 | -34,749 | 259,961 | 241,837 |
Net cash used in operating activities | -11,385,896 | -4,877,043 | -6,202,363 | -8,607,016 |
Cash Flows From Investing Activities | ||||
Purchases of fixed assets | -201,835 | -711 | -711 | -8,046 |
Net cash used in investing activities | -201,835 | -711 | -711 | -8,046 |
Cash Flows From Financing Activities | ||||
Proceeds from exercise of stock options | 395 | 20,105 | ||
Payments for repurchase of shares | -4,111 | -4,111 | ||
Principal payments on equipment financing | -9,300 | |||
Net proceeds from issuance of common stock | 17,390,240 | |||
Payments on supplier and other third party financings | -163,411 | -61,874 | -154,998 | -164,974 |
Payments on line of credit | -2,346,000 | |||
Proceeds from borrowings on line of credit | 365,000 | 1,490,996 | 1,981,000 | |
Proceeds from issuance of notes payable | 5,960,000 | |||
Proceeds from issuance of convertible notes and warrants | 175,000 | 3,570,000 | 4,245,000 | 2,570,000 |
Net proceeds from borrowings on credit facility and warrants | 4,926,896 | |||
Net cash provided by financing activities | 20,338,425 | 4,995,406 | 6,086,996 | 8,365,026 |
Net increase/(decrease) in Cash and Cash Equivalents | 8,750,694 | 117,652 | -116,078 | -250,036 |
Cash and Cash Equivalents at Beginning of Period | 69,178 | 185,256 | 185,256 | 435,292 |
Cash and Cash Equivalents at End of Period | 8,819,872 | 302,908 | 69,178 | 185,256 |
Cash paid during the period for: | ||||
Interest | 298,381 | 3,777 | 28,276 | |
Taxes | $800 | $800 | $800 | $800 |
Statements_of_Cash_Flows_Paren
Statements of Cash Flows (Parenthetical) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Financed insurance premium through third party financing | $122,777 | $128,929 | |
Stock issuance for RSU, shares | 21,846 | ||
Common stock, par value | $0.00 | $0.00 | $0.00 |
Debt, principal amount converted | 20,231,000 | ||
Preferred stock, par value | $0.00 | ||
Warrant coverage amount | 502,605 | ||
Fair value of common stock warrants issued in conjunction with guarantees on additional borrowings | 135,222 | 309,000 | |
Cost related to IPO issuance | 538,318 | ||
Liability associated with unpaid invoices | 328,221 | ||
Cancellation of insurance premiums amount | 44,559 | ||
Cancellation of insurance premiums partial amount received | 10,955 | ||
Conversion price of notes | $10 | ||
Series A Preferred Stock, shares converted to common stock | 69,421,047 | ||
Overallotment issued to underwriter to purchase common stock, period | 45 days | ||
Warrants to purchase common stock, period | 5 years | ||
Common stock, shares issued upon conversion of Series A Preferred Stock | 1,652,851 | ||
Purchase of common stock by underwriters to cover overallotments, number of shares | 285,000 | ||
Purchase of common stock by underwriters to cover overallotments, per share | $9.30 | ||
Purchase of common stock by underwriters to cover overallotments, grant date fair value | 202,143 | ||
Issuance of warrants to purchase shares of common stock, grant date fair value | 544,116 | ||
Underwriter IPO costs | 279,760 | ||
Non-cash discount | 1,330,000 | ||
Additional costs incurred prior to, and associated with IPO, beginning of period | 932,136 | ||
Purchases of fixed assets | 4,775 | ||
Fixed assets purchased under capital lease obligations | 140,267 | ||
2014 Credit Facility [Member] | |||
Warrants to purchase common stock, period | 10 years | ||
Issuance of warrants to purchase shares of common stock, grant date fair value | 233,107 | ||
Common Stock [Member] | |||
Stock issuance for RSU, shares | 21,846 | ||
Aegis Capital Corp. [Member] | |||
Exercise price of warrants | $12.50 | ||
Issuance of warrants to purchase shares of common stock | 95,000 | ||
2008 Convertible Note [Member] | |||
Debt, principal amount converted | 1,400,000 | ||
2008 Convertible Note [Member] | Common Stock [Member] | |||
Convertible Note converted into preferred/common stock | 163,399 | ||
2013 Convertible Bridge Notes [Member] | |||
Debt, principal amount converted | 5,165,000 | ||
Conversion price of notes | $10 | ||
2013 Convertible Bridge Notes [Member] | Common Stock [Member] | |||
Convertible Note converted into preferred/common stock | 547,794 | ||
Convertible Bridge Notes And Line Of Credit [Member] | |||
Warrants reclassified to additional paid-in capital | 2,475,620 | ||
Exercise price of warrants | $10 | ||
Warrants reclassified to additional paid-in capital | 387,152 | ||
Accrued interest [Member] | |||
Accrued interest on convertible debt converted | 2,581,000 | ||
Accrued interest [Member] | 2008 Convertible Note [Member] | |||
Accrued interest on convertible debt converted | 233,982 | ||
Accrued interest [Member] | 2013 Convertible Bridge Notes [Member] | |||
Accrued interest on convertible debt converted | 313,017 | ||
Variable Underlying Exercise [Member] | |||
Warrants reclassified to additional paid-in capital | 236,799 | ||
Fixed Underlying Exercise [Member] | |||
Warrants reclassified to additional paid-in capital | $144,346 | ||
Series A Convertible Preferred Stock [Member] | |||
Convertible Note converted into preferred/common stock | 42,245,834 | ||
Preferred stock, par value | $0.00 | $0.00 | $0.00 |
Series A Convertible Preferred Stock [Member] | 2008 Convertible Note [Member] | |||
Exercise price of warrants | $0.60 |
The_Company_and_Business_Activ
The Company and Business Activities | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | |
The Company and Business Activities | 1. The Company and Business Activities |
Biocept, Inc. (“the Company”) was founded in California in May 1997 and is a commercial-stage cancer diagnostics company developing and commercializing proprietary circulating tumor cell (CTC) and circulating tumor DNA (ctDNA) tests utilizing a standard blood sample to improve the treatment that oncologists provide to their patients by providing better, more detailed information on the characteristics of their tumor. | |
The Company operates a clinical laboratory that is CLIA-certified (under the Clinical Laboratory Improvement Amendment of 1988) and CAP-accredited (by the College of American Pathologists), and manufactures CEE microfluidic channels, related equipment and certain reagents to perform the Company’s diagnostic tests in a facility located in San Diego, California. CLIA certification and accreditation are required before any clinical laboratory may perform testing on human specimens for the purpose of obtaining information for the diagnosis, prevention, treatment of disease, or assessment of health. The tests the Company offers are classified as laboratory developed tests (LDTs), under the CLIA regulations. | |
In July 2013, the Company effected a reincorporation to Delaware by merging itself with and into Biocept, Inc., a Delaware corporation, which had been formed to be and was a wholly-owned subsidiary of the Company since July 23, 2013. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2013 | |
Cash And Cash Equivalents [Abstract] | |
Liquidity | 2. Liquidity |
At December 31, 2012 and 2013, the Company had accumulated deficits of approximately $113,188,000 and $122,421,000, respectively. For the years ended December 31, 2012 and 2013, the Company incurred net losses of approximately $12,260,000 and $9,233,000, respectively. In addition, as of December 31, 2013, the Company had notes payable and amounts outstanding under a line of credit due within one year, gross of applicable debt discounts, totaling approximately $8,371,000. The Company borrowed a total of $8,530,000, and $6,226,000 during the years ended December 31, 2012 and 2013, respectively, under note agreements with certain shareholders and a line of credit. While the Company is currently in the commercialization stage of operations, the Company has not yet achieved profitability and anticipates that it will continue to incur net losses in the foreseeable future. | |
Historically, the Company’s principal sources of cash have included revenues from clinical laboratory testing through contracted partners, proceeds from the issuance of common and preferred stock and proceeds from the issuance of debt. The Company’s principal uses of cash have included cash used in operations, payments relating to purchases of property and equipment and repayments of borrowings. The Company expects that the principal uses of cash in the future will be for hiring of sales and marketing personnel and increased sales and marketing activities, funding of research and development, capital expenditures, and general working capital requirements. The Company expects that, as revenues grow, sales and marketing and research and development expenses will continue to grow, albeit at a slower rate and, as a result, the Company will need to generate significant net revenues to achieve and sustain income from operations. | |
On February 10, 2014, the Company received net proceeds of approximately $16,673,000 as a result of the closing of its IPO, net of underwriting discounts and additional costs incurred (see Note 18). Management believes that its cash resources should be sufficient to support currently forecasted operations through at least the next twelve months. However, the Company operates in a market that makes its prospects difficult to evaluate, and the likelihood that the Company will need additional debt or equity financing in the future to execute on its current or future business strategies beyond the next twelve months is probable. Management also believes that, if necessary, it can implement plans in the short term to conserve existing cash should additional financing activities be delayed. Capital outlays and operating expenditures may occur over the next twelve months as the Company expands its infrastructure, commercialization, and research and development activities. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies | ||||||||||||
Basis of Presentation | |||||||||||||
The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. | |||||||||||||
Certain prior period amounts have been reclassified to conform to the current period presentation. Such reclassifications did not affect the Company’s Balance Sheets, Results of Operations or Cash Flows for the years ended December 31, 2012 and 2013. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates these estimates and judgments, including those related to inventories, long-lived assets, convertible debt, derivative liabilities, income taxes, and stock-based compensation. The Company bases its estimates on various assumptions that it believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. | |||||||||||||
Unaudited Pro Forma Information | |||||||||||||
The unaudited pro forma balance sheet information as of December 31, 2013 gives effect to (i) the automatic conversion of all outstanding shares of the Company’s Series A preferred stock into 1,652,851 shares of common stock, (ii) the conversion of convertible promissory notes and accrued interest of approximately $6,886,000 (as of December 31, 2013) into an aggregate of 688,610 shares of the Company’s common stock in connection with the closing of the Company’s IPO, (iii) the write-off of $874,158 to interest expense for the unamortized debt discount on notes payable, (iv) the reclassification to line of credit of $315,243 for the unamortized debt discount previously classified against notes payable, (v) the issuance of an estimated 73,151 shares of common stock upon such IPO pursuant to the settlement of certain restricted stock units in accordance with their terms, (vi) the termination of certain warrants upon the closing of the Company’s IPO in accordance with their terms and (vii) the reclassification to shareholders’ deficit of the fair value of certain warrants the exercise price and/or exercisability period length of which will be fixed upon the closing of the Company’s IPO in accordance with their terms, assuming for all such items an IPO price of $10.00 per share. | |||||||||||||
The unaudited pro forma balance sheet information as of December 31, 2013 assumes that the completion of the Company’s IPO had occurred as of December 31, 2013, and excludes shares of common stock issued in the IPO and any related net proceeds. In October 2013 the Board of Directors approved an amendment of the Company’s certificate of incorporation, to be filed in connection with the Company’s IPO, which would decrease the number of common shares authorized to 40,000,000 and decrease the number of preferred shares authorized to 5,000,000. | |||||||||||||
Reverse Stock Split and Change in Par Value of Common Stock and Preferred Stock | |||||||||||||
In November 2011, the Company effected a 1:3 reverse stock split of the Company’s common shares. In addition, in July 2013, in conjunction with its reincorporation in the state of Delaware, the Company initiated par values for preferred and common shares equal to $0.0001. On November 1, 2013, the Company effected a 1:14 reverse stock split for all common shares. All references to share and per share amounts in the financial statements and accompanying notes to the financial statements have been retroactively restated to reflect the 1:14 reverse stock split and the change in par value. | |||||||||||||
Revenue Recognition | |||||||||||||
Revenue is recognized in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition, and ASC 954-605 Health Care Entities, Revenue Recognition which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred and title and the risks and rewards of ownership have been transferred to the client or services have been rendered; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. For contract partners, revenue is recorded based upon the contractually agreed upon fee schedule. When assessing collectability, the Company considers whether there is sufficient payment history to reliably estimate a payor’s individual payment patterns. For new tests where there is limited evidence of payment history at the time the tests are completed, the Company recognizes revenue equal to the amount of cash received until such time as reimbursement experience can be established. | |||||||||||||
The Company’s main source of revenue for the years ended December 31, 2012 and 2013 is through contracted partners. This revenue is derived from clinical laboratory testing performed in the Company’s laboratories under agreements with such partners. As there is a contractually agreed upon price, and collectability from the partners is reasonably assured, revenues for these tests are earned at the time the test is completed and the results are delivered to the partners or a third party. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company places its cash and cash equivalents with reputable financial institutions that are insured by the Federal Deposit Insurance Corporation (FDIC). At times, deposits held may exceed the amount of insurance provided by the FDIC. The Company has not experienced any losses in its cash and cash equivalents and believes they are not exposed to any significant credit risk. | |||||||||||||
Fair Value Measurement | |||||||||||||
The Company uses a three-tier fair value hierarchy to prioritize the inputs used in the Company’s fair value measurements. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company believes the carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their estimated fair values due to the short-term maturities of these financial instruments. | |||||||||||||
As of December 31, 2012 and 2013, the Company classified the fair value measurements of the Company’s warrant liability derivative as Level 3. See Note 7 for further details about the inputs and assumptions used to determine the fair value of the warrant liability at each balance sheet date. | |||||||||||||
The values attributed to such warrants as of December 31, 2012 and 2013 were as follows: | |||||||||||||
Fair Value Measurements Using | |||||||||||||
Quoted Prices | Significant | Significant | |||||||||||
in Active | Other | Unobservable | |||||||||||
Markets for | Observable | Inputs | |||||||||||
Identical Assets | Inputs | (Level 3) | |||||||||||
(Level 1) | (Level 2) | ||||||||||||
Liabilities | |||||||||||||
Warrant Liability at December 31, 2012 | — | — | $ | 981,747 | |||||||||
Warrant Liability at December 31, 2013 | — | — | $ | 2,140,532 | |||||||||
The following table includes a summary of changes in the fair value of the warrants for the years ended December 31, 2012 and 2013: | |||||||||||||
Fair Value Measurements | |||||||||||||
at Reporting Date Using | |||||||||||||
Significant Unobservable | |||||||||||||
Inputs (Level 3) | |||||||||||||
Balance at December 31, 2011 | 923,325 | ||||||||||||
Warrant liability incurred in 2012 | 512,811 | ||||||||||||
Change in fair value in 2012 | (454,389 | ) | |||||||||||
Balance at December 31, 2012 | 981,747 | ||||||||||||
Warrant liability incurred in 2013 | 2,322,042 | ||||||||||||
Warrant liability reclassified to additional paid-in capital in 2013 | (381,145 | ) | |||||||||||
Change in fair value in 2013 | (782,112 | ) | |||||||||||
Balance at December 31, 2013 | $ | 2,140,532 | |||||||||||
Concentration of Risk | |||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments. The Company has not experienced losses in such accounts. Management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents. | |||||||||||||
In 2012, the Company launched commercial operations in partnership with a commercial partner, Clarient Diagnostic Services, Inc. (“Clarient”), a GE Healthcare Company. For the years ended December 31, 2012 and 2013, 79% and 10%, respectively, of the revenue earned was billed through this relationship. In addition, at December 31, 2012, 100% of the receivables were due from Clarient. In 2013, the Company entered into a research support agreement with a not-for-profit tax-exempt organization, Dana Farber Partners Cancer Care, Inc. (“Dana Farber”). For the year ended December 31, 2013, 77% of the revenue earned was billed through this relationship. In addition, 100% of the receivables were due from Dana Farber at December 31, 2013. For the year ended December 31, 2013, three customers made up 78%, 11% and 10% of total revenues. | |||||||||||||
All of the Company’s sales for all periods presented were generated in the United States of America. | |||||||||||||
Certain components used in the Company’s current or planned products are available from only one supplier, and substitutes for these components cannot be obtained easily or would require substantial design or manufacturing modifications or identification and qualification of alternative sources. | |||||||||||||
Accounts Receivable | |||||||||||||
Accounts receivable are carried at original invoice amounts, less an estimate for doubtful receivables, based on a review of all outstanding amounts on a periodic basis. The estimate for doubtful receivables is determined from an analysis of the accounts receivable on a quarterly basis, and is recorded as bad debt expense. As the Company only recognizes revenue to the extent collection is expected and reasonably assured, bad debt expense related to receivables from patient service revenue is recorded in general and administrative expense in the statement of operations and comprehensive loss. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. As of December 31, 2012 and 2013, management determined that all of the amounts recorded as accounts receivable were collectible, and no allowance for doubtful accounts was needed. | |||||||||||||
Inventories | |||||||||||||
Inventories are valued at the lower of cost or market value. Cost is determined by the average cost method. The Company records adjustments to its inventory for estimated obsolescence or diminution in market value equal to the difference between the cost of the inventory and the estimated market value. At the point of loss recognition, a new cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. | |||||||||||||
Fixed Assets | |||||||||||||
Fixed assets consist of machinery and equipment, furniture and fixtures, computer equipment and software, leasehold improvements, capital leased equipment and construction in process. Fixed assets are stated at cost less accumulated depreciation and amortization. Additions, improvements, and major renewals are capitalized. Maintenance, repairs, and minor renewals are expensed as incurred. Depreciation is determined using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized over the life of the lease or the asset, whichever is shorter. Depreciation expense for the years ended December 31, 2012 and 2013 was approximately $366,000 and $267,000, respectively. | |||||||||||||
Upon sale, retirement or disposal of fixed assets, the accounts are relieved of the cost and the related accumulated depreciation or amortization with any gain or loss recorded to the statement of operations. | |||||||||||||
Fixed assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These computations utilize judgments and assumptions inherent in the estimates of future cash flows to determine recoverability of these assets. If the assumptions about these assets were to change as a result of events or circumstances, the Company may be required to record an impairment loss. | |||||||||||||
Warrant Liability | |||||||||||||
Warrants for shares that are contingently redeemable and for which the exercise price is not fixed are classified as liabilities on the accompanying balance sheets and carried at their estimated fair value, determined through use of a Black-Scholes valuation model. As of and for the years ended December 31, 2012 and 2013, the Company evaluated and concluded that the fair value obtained from the Black-Scholes method of valuing the warrant liability does not materially differ from the valuation of such warrants using the Monte Carlo or binomial lattice simulation models, and therefore the use of the Black-Scholes valuation model was considered a reasonable method to value the warrants. At the end of each reporting period, any changes in fair value are recorded as a component of other income (expense). The Company will continue to adjust the carrying value of the warrants until the completion of its IPO on February 10, 2014, at which time the exercise price was fixed and the fair value of those warrants was reclassified to shareholders’ deficit. | |||||||||||||
Stock-based Compensation | |||||||||||||
The Company accounts for stock-based compensation under the provisions of FASB ASC Topic 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes option pricing model (“Black-Scholes valuation model”). The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company estimates forfeitures at the time of grant and revises these estimates in subsequent periods if actual forfeitures differ from those estimates. See additional information in Note 10. | |||||||||||||
The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. All issuances of equity instruments issued to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. These awards are recorded in expense and additional paid-in capital in shareholders’ equity over the applicable service periods based on the fair value of the options at the end of each period. | |||||||||||||
Calculating the fair value of stock-based awards requires the input of highly subjective assumptions into the Black-Scholes valuation model. Stock-based compensation expense is calculated using the Company’s best estimates, which involves inherent uncertainties, and the application of management’s judgment. Significant estimates include the fair value of the Company’s common stock at the date of grant, the expected life of the stock option, stock price volatility, risk-free interest rate and forfeiture rates. | |||||||||||||
Research and Development | |||||||||||||
Research and development costs are expensed as incurred. The amounts expensed in the years ended December 31, 2012 and 2013 were approximately $6,562,000 and $3,087,000, respectively, which includes salaries of research and development personnel. | |||||||||||||
Income Taxes | |||||||||||||
The Company provides for income taxes utilizing the liability method. Under the liability method, current income tax expense or benefit is the amount of income taxes expected to be payable or refundable for the current year. A deferred income tax asset or liability is computed for the expected future impact of differences between the financial reporting and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax credits. Tax rate changes are reflected in the computation of the income tax provision during the period such changes are enacted. | |||||||||||||
Deferred tax assets are reduced by a valuation allowance when, in management’s opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company’s valuation allowance is based on available evidence, including its current year operating loss, evaluation of positive and negative evidence with respect to certain specific deferred tax assets including evaluation sources of future taxable income to support the realization of the deferred tax assets. The Company has established a full valuation allowance on the deferred tax assets as of December 31, 2012 and 2013, and therefore has not recognized any income tax benefit or expense in the periods presented. | |||||||||||||
ASC 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than- not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | |||||||||||||
The Company recognizes interest and/or penalties related to income tax matters in income tax expense. There is no accrual for interest or penalties for income taxes on the balance sheets at December 31, 2012 and 2013, and the Company has not recognized interest and/or penalties in the statements of operations for the years ended December 31, 2012 and 2013. | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||
In July 2013, the FASB issued authoritative guidance which requires netting unrecognized tax benefits against deferred tax assets for a loss or other carryforward that would apply in settlement of uncertain tax positions. This guidance will be effective for annual reporting periods beginning after December 15, 2013. The Company does not believe that adoption of this guidance will have a material impact on the Company’s financial statements or disclosures. |
Balance_Sheet_Details
Balance Sheet Details | 9 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||||||||||||||||
Balance Sheet Details | 5. Balance Sheet Details | 4. Balance Sheet Details | |||||||||||||||
The following provides certain balance sheet details: | The following provides certain balance sheet details: | ||||||||||||||||
December 31, | September 30, | December 31, | |||||||||||||||
2013 | 2014 | 2012 | 2013 | ||||||||||||||
Fixed Assets | Fixed Assets | ||||||||||||||||
Machinery and equipment | $ | 2,761,560 | $ | 2,773,875 | Machinery and equipment | $ | 2,761,560 | $ | 2,761,560 | ||||||||
Furniture and office equipment | 209,844 | 209,844 | Furniture and office equipment | 209,844 | 209,844 | ||||||||||||
Computer equipment and software | 681,508 | 681,508 | Computer equipment and software | 681,508 | 681,508 | ||||||||||||
Leasehold improvements | 373,653 | 506,328 | Leasehold improvements | 373,653 | 373,653 | ||||||||||||
Financed equipment | 677,000 | 878,447 | Capital lease equipment | 677,000 | 677,000 | ||||||||||||
Construction in process | 12,299 | 12,739 | Construction in process | 11,588 | 12,299 | ||||||||||||
4,715,864 | 5,062,741 | ||||||||||||||||
Less accumulated depreciation and amortization | 4,356,977 | 4,534,493 | 4,715,153 | 4,715,864 | |||||||||||||
Total fixed assets, net | $ | 358,887 | $ | 528,248 | Accumulated depreciation and amortization | 4,090,423 | 4,356,977 | ||||||||||
Accrued Liabilities | |||||||||||||||||
Accrued interest | $ | 524,885 | $ | 33,125 | Total fixed assets, net | $ | 624,730 | $ | 358,887 | ||||||||
Accrued payroll | 125,299 | 148,664 | |||||||||||||||
Deferred wages | 1,377,987 | — | Accrued Liabilities | ||||||||||||||
Accrued vacation | 213,601 | 251,108 | Accrued interest | $ | 1,963,007 | $ | 524,885 | ||||||||||
Accrued bonuses | — | 122,100 | Accrued payroll | 185,150 | 125,299 | ||||||||||||
Other | 286 | 25,605 | Deferred wages | 972,405 | 1,377,987 | ||||||||||||
Total accrued liabilities | $ | 2,242,058 | $ | 580,602 | Accrued vacation | 224,187 | 213,601 | ||||||||||
Other | 2,057 | 286 | |||||||||||||||
As of December 31, 2013, the Company incurred $538,318 in costs directly associated with its IPO, which are reflected on the unaudited condensed balance sheet as a component of prepaid expenses and other current assets. As of September 30, 2014, a balance of $1,211,896 of such costs, in addition to underwriting discounts of $1,330,000 and an aggregate $746,259 of associated stock option and restricted stock awards, are offset against additional paid-in capital as a result of the closing of the Company’s IPO on February 10, 2014 (see Note 2). | |||||||||||||||||
Total accrued liabilities | $ | 3,346,806 | $ | 2,242,058 | |||||||||||||
During the year ended December 31, 2013, the Company incurred $538,318 in costs directly associated with its anticipated IPO, which are reflected on the balance sheet as a component of prepaid expenses and other current assets at December 31, 2013. A liability of $328,221 for associated unpaid invoices is recorded as a component of accounts payable at December 31, 2013. | |||||||||||||||||
As of December 31, 2012 other non-current assets of $269,000 consisted solely of deposits for the San Diego building, which is leased under a non-cancelable operating lease. During the year ended December 31, 2013, the Company amended its lease agreement and forfeited the balance. |
Line_of_Credit
Line of Credit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
Debt | 6. Credit Facility | |
Effective as of April 30, 2014, the Company entered into a loan and security agreement (the “Credit Facility”) in an aggregate principal amount of up to $10.0 million with Oxford Finance LLC (“Oxford”) for working capital and general business purposes. The first term loan under the Credit Facility was funded on April 30, 2014 in a principal amount of $5.0 million. A second term loan of up to a principal amount of $5.0 million will be funded at the Company’s request prior to December 31, 2015, subject to the achievement of product and services revenues of at least $9.0 million for the trailing six month period by November 30, 2015. In connection with the first term loan under the Credit Facility, a facility fee of $50,000 was charged and an additional $50,000 facility fee will be due upon execution of the second term loan under the Credit Facility. The Credit Facility is secured by substantially all of the Company’s assets other than its intellectual property. Each term loan under the credit facility bears interest at an annual rate equal to the greater of (i) 7.95% or (ii) the sum of (a) the three-month U.S. LIBOR rate reported in the Wall Street Journal three business days prior to the funding date of the applicable term loan, plus (b) 7.71%. The Company is required to make interest-only payments on the first term loan through February 1, 2016 if the funding date of the second term loan occurs before June 30, 2015, or through August 1, 2015 otherwise. If executed, interest-only payments are required to be made on the second term loan through February 1, 2016 if the funding date of the second term loan occurs before June 30, 2015, or through the seventh month following the funding date of the second term loan otherwise. The first term loan under the credit facility matures on July 1, 2018, and the second term loan matures on the first day of the 29th month following the end of the applicable interest-only period. Upon repayment of each term loan, the Company is also required to make a final payment equal to 5.50% of the original principal amount(s) funded. At the Company’s option, the outstanding principal balance of the term loans may be repaid in whole but not in part, subject to a prepayment fee of 3% of any amount prepaid if the prepayment occurs on or prior to April 30, 2015, 2% of the amount prepaid if the prepayment occurs after April 30, 2015 but on or prior to April 30, 2016, and 1% of any amount prepaid after April 30, 2016. Additionally, a warrant to purchase up to 52,966 shares of the Company’s common stock at an exercise price of $4.72 per share with a term of 10 years was issued to Oxford on April 30, 2014 (see Note 4). Additional warrants for shares of the Company’s common stock will be issued upon execution of the second term loan under the Credit Facility in an amount equal to 5.0% of the funded amount divided by the exercise price, which will be equal to the lower of (i) the closing price per share of the Company’s common stock on the NASDAQ on the date prior to the funding date of the second term loan or (ii) the ten-day average closing price per share prior to the funding date of the second term loan. | ||
Issuance costs of $73,104 associated with the first term loan under the Credit Facility were deducted from the gross proceeds by the lender and were recorded as a discount to outstanding debt as of the closing date, resulting in net proceeds of $4,926,896. Other issuance costs of $28,932 directly related to the Credit Facility but not associated with the lender were recorded as a component of other non-current assets in the unaudited condensed balance sheet. The estimated fair value of the warrant issued of $233,107 was recorded as a discount to outstanding debt as of the closing date. The discounts and other issuance costs are amortized to interest expense utilizing the effective interest method over the underlying term of the loan. The total amount of interest expense recorded during the three and nine months ended September 30, 2014 related to the Credit Facility was $144,717 and $240,850, respectively. The Credit Facility bears an effective annual interest rate of 10.81% at both April 30, 2014 and September 30, 2014. | ||
Line of Credit [Member] | ||
Debt | 5. Line of Credit | |
In July 2013, the Company entered into a revolving line of credit with UBS Bank USA in the initial amount of $1.5 million. Interest accrues daily on the outstanding balance and is paid monthly at a variable rate which, as of December 31, 2013, was 2.75% over the 30 day LIBOR rate or a nominal annual interest rate of 2.92%. As of December 31, 2013, the amount outstanding under this revolving line of credit is approximately $2.0 million. Three of the Company’s related parties guaranteed the loan and pledged financial assets to the bank to secure their guaranties, as approved by the Company’s board of directors. In return, the Company issued common stock warrants to the guarantors. The number of shares subject to the common stock warrants will be determined by dividing the warrant coverage amount, which is 50% of the fair market value of the collateral provided by the respective guarantors to secure their respective guaranty obligations to the bank, by the exercise price, which will be set at the price per share of the Company’s common stock sold in its IPO. See Note 7 for further discussion of the warrant liabilities. The Company has entered into an agreement with the guarantors that provides for reimbursement of any amounts paid by them on their guaranties. This reimbursement obligation is secured by a security interest in the Company’s assets. |
Notes_Payable
Notes Payable | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||
Debt | 6. Credit Facility | |||||||||
Effective as of April 30, 2014, the Company entered into a loan and security agreement (the “Credit Facility”) in an aggregate principal amount of up to $10.0 million with Oxford Finance LLC (“Oxford”) for working capital and general business purposes. The first term loan under the Credit Facility was funded on April 30, 2014 in a principal amount of $5.0 million. A second term loan of up to a principal amount of $5.0 million will be funded at the Company’s request prior to December 31, 2015, subject to the achievement of product and services revenues of at least $9.0 million for the trailing six month period by November 30, 2015. In connection with the first term loan under the Credit Facility, a facility fee of $50,000 was charged and an additional $50,000 facility fee will be due upon execution of the second term loan under the Credit Facility. The Credit Facility is secured by substantially all of the Company’s assets other than its intellectual property. Each term loan under the credit facility bears interest at an annual rate equal to the greater of (i) 7.95% or (ii) the sum of (a) the three-month U.S. LIBOR rate reported in the Wall Street Journal three business days prior to the funding date of the applicable term loan, plus (b) 7.71%. The Company is required to make interest-only payments on the first term loan through February 1, 2016 if the funding date of the second term loan occurs before June 30, 2015, or through August 1, 2015 otherwise. If executed, interest-only payments are required to be made on the second term loan through February 1, 2016 if the funding date of the second term loan occurs before June 30, 2015, or through the seventh month following the funding date of the second term loan otherwise. The first term loan under the credit facility matures on July 1, 2018, and the second term loan matures on the first day of the 29th month following the end of the applicable interest-only period. Upon repayment of each term loan, the Company is also required to make a final payment equal to 5.50% of the original principal amount(s) funded. At the Company’s option, the outstanding principal balance of the term loans may be repaid in whole but not in part, subject to a prepayment fee of 3% of any amount prepaid if the prepayment occurs on or prior to April 30, 2015, 2% of the amount prepaid if the prepayment occurs after April 30, 2015 but on or prior to April 30, 2016, and 1% of any amount prepaid after April 30, 2016. Additionally, a warrant to purchase up to 52,966 shares of the Company’s common stock at an exercise price of $4.72 per share with a term of 10 years was issued to Oxford on April 30, 2014 (see Note 4). Additional warrants for shares of the Company’s common stock will be issued upon execution of the second term loan under the Credit Facility in an amount equal to 5.0% of the funded amount divided by the exercise price, which will be equal to the lower of (i) the closing price per share of the Company’s common stock on the NASDAQ on the date prior to the funding date of the second term loan or (ii) the ten-day average closing price per share prior to the funding date of the second term loan. | ||||||||||
Issuance costs of $73,104 associated with the first term loan under the Credit Facility were deducted from the gross proceeds by the lender and were recorded as a discount to outstanding debt as of the closing date, resulting in net proceeds of $4,926,896. Other issuance costs of $28,932 directly related to the Credit Facility but not associated with the lender were recorded as a component of other non-current assets in the unaudited condensed balance sheet. The estimated fair value of the warrant issued of $233,107 was recorded as a discount to outstanding debt as of the closing date. The discounts and other issuance costs are amortized to interest expense utilizing the effective interest method over the underlying term of the loan. The total amount of interest expense recorded during the three and nine months ended September 30, 2014 related to the Credit Facility was $144,717 and $240,850, respectively. The Credit Facility bears an effective annual interest rate of 10.81% at both April 30, 2014 and September 30, 2014. | ||||||||||
Notes Payable [Member] | ||||||||||
Debt | 6. Notes Payable | |||||||||
The following is a summary of the Company’s short-term and long-term debt obligations: | ||||||||||
December 31, | ||||||||||
2012 | 2013 | |||||||||
Note payable to shareholder; principal and interest payable in quarterly installments until maturity on April 2015, bearing interest at a per annum fixed rate of 3.25%. As of June 28, 2013, the note payable was converted into preferred shares. (“Goodman Note”) (See Note 7) | $ | 1,935,000 | $ | — | ||||||
Secured convertible note to a major shareholder. (“2008 Convertible Note”) (See Note 7) | 1,400,000 | 1,400,000 | ||||||||
Secured convertible notes. Total includes convertible notes due to a major shareholder of $11,250,000 at December 31, 2012. As of June 28, 2013, the notes payable were converted into preferred shares. (“2011 Convertible Bridge Notes”) (See Note 7) | 12,336,427 | — | ||||||||
Notes payable to shareholders issued in 2012. Includes notes of $5,810,000 to a major shareholder at December 31, 2012. As of June 28, 2013, the notes payable were converted into preferred shares. (“2012 Revolver Notes”) (See Note 7) | 5,960,000 | — | ||||||||
Unsecured convertible notes, issued under a note and warrant purchase agreement dated as of June 28, 2013, net of discounts related to warrants aggregating $0 and $874,158 at December 31, 2012 and 2013, respectively. Includes notes of $720,000 and $2,505,000 to a major shareholder at December 31, 2012 and 2013, respectively. (“2013 Convertible Bridge Notes”) (See Note 7) | 745,000 | 4,115,842 | ||||||||
Other debt discount (See Notes 5 and 7) | — | (315,243 | ) | |||||||
Total notes payable | 22,376,427 | 5,200,599 | ||||||||
Less current portion | 21,631,427 | 5,200,599 | ||||||||
Long-term portion | $ | 745,000 | $ | — | ||||||
Except for the non-current balance of the 2013 Convertible Bridge Notes, all outstanding notes payable and convertible notes payable were classified as current as of December 31, 2012, as the Company was unable to make principal and interest payments on these notes during the year ended December 31, 2012, or prior to the conversion of certain of the notes as of June 28, 2013. None of the lenders had sought any remedy for this default as of December 31, 2012 or prior to the conversion of the notes as of June 28, 2013. | ||||||||||
On June 28, 2013, approximately $20,231,000 of outstanding notes payable and $2,581,000 of accrued interest were converted into 42,245,834 preferred shares, in accordance with the provisions of the debt conversion agreements of that date. As of December 31, 2013, all remaining principal payments for outstanding notes payable and convertible notes are due within one year. | ||||||||||
Total interest expense incurred for all notes, convertible notes, and the line of credit, including amortization of debt discounts, for the years ended December 31, 2012 and 2013 was approximately $2,125,000 and $1,964,000, respectively, of which approximately $1,957,000 and $516,000 was recorded as accrued interest as of December 31, 2012 and 2013, respectively. |
Convertible_Notes_and_Warrants
Convertible Notes and Warrants | 9 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||
Debt | 6. Credit Facility | |||||||||
Effective as of April 30, 2014, the Company entered into a loan and security agreement (the “Credit Facility”) in an aggregate principal amount of up to $10.0 million with Oxford Finance LLC (“Oxford”) for working capital and general business purposes. The first term loan under the Credit Facility was funded on April 30, 2014 in a principal amount of $5.0 million. A second term loan of up to a principal amount of $5.0 million will be funded at the Company’s request prior to December 31, 2015, subject to the achievement of product and services revenues of at least $9.0 million for the trailing six month period by November 30, 2015. In connection with the first term loan under the Credit Facility, a facility fee of $50,000 was charged and an additional $50,000 facility fee will be due upon execution of the second term loan under the Credit Facility. The Credit Facility is secured by substantially all of the Company’s assets other than its intellectual property. Each term loan under the credit facility bears interest at an annual rate equal to the greater of (i) 7.95% or (ii) the sum of (a) the three-month U.S. LIBOR rate reported in the Wall Street Journal three business days prior to the funding date of the applicable term loan, plus (b) 7.71%. The Company is required to make interest-only payments on the first term loan through February 1, 2016 if the funding date of the second term loan occurs before June 30, 2015, or through August 1, 2015 otherwise. If executed, interest-only payments are required to be made on the second term loan through February 1, 2016 if the funding date of the second term loan occurs before June 30, 2015, or through the seventh month following the funding date of the second term loan otherwise. The first term loan under the credit facility matures on July 1, 2018, and the second term loan matures on the first day of the 29th month following the end of the applicable interest-only period. Upon repayment of each term loan, the Company is also required to make a final payment equal to 5.50% of the original principal amount(s) funded. At the Company’s option, the outstanding principal balance of the term loans may be repaid in whole but not in part, subject to a prepayment fee of 3% of any amount prepaid if the prepayment occurs on or prior to April 30, 2015, 2% of the amount prepaid if the prepayment occurs after April 30, 2015 but on or prior to April 30, 2016, and 1% of any amount prepaid after April 30, 2016. Additionally, a warrant to purchase up to 52,966 shares of the Company’s common stock at an exercise price of $4.72 per share with a term of 10 years was issued to Oxford on April 30, 2014 (see Note 4). Additional warrants for shares of the Company’s common stock will be issued upon execution of the second term loan under the Credit Facility in an amount equal to 5.0% of the funded amount divided by the exercise price, which will be equal to the lower of (i) the closing price per share of the Company’s common stock on the NASDAQ on the date prior to the funding date of the second term loan or (ii) the ten-day average closing price per share prior to the funding date of the second term loan. | ||||||||||
Issuance costs of $73,104 associated with the first term loan under the Credit Facility were deducted from the gross proceeds by the lender and were recorded as a discount to outstanding debt as of the closing date, resulting in net proceeds of $4,926,896. Other issuance costs of $28,932 directly related to the Credit Facility but not associated with the lender were recorded as a component of other non-current assets in the unaudited condensed balance sheet. The estimated fair value of the warrant issued of $233,107 was recorded as a discount to outstanding debt as of the closing date. The discounts and other issuance costs are amortized to interest expense utilizing the effective interest method over the underlying term of the loan. The total amount of interest expense recorded during the three and nine months ended September 30, 2014 related to the Credit Facility was $144,717 and $240,850, respectively. The Credit Facility bears an effective annual interest rate of 10.81% at both April 30, 2014 and September 30, 2014. | ||||||||||
Convertible Notes And Warrants | ||||||||||
Debt | 7. Convertible Notes and Warrants | |||||||||
Outstanding Warrants—Preferred Shares | ||||||||||
Goodman Note | ||||||||||
During April 2005, the Company entered into an unsecured loan agreement for $15,000,000. The note required interest payments and principal settlement upon maturity at the earliest of (a) April 20, 2010, (b) the Company being acquired, or (c) the Company having a change in control, other than through the sale of preferred shares. | ||||||||||
During January 2009, the Company entered into an amendment and restatement of the unsecured amended loan, whereby the parties agreed that the principal amount would be reduced to $3,000,000. The amended and restated unsecured note bears interest at a variable rate per annum based on prime plus 25 basis points. 25% of the accrued interest was due and payable quarterly in arrears on the last business day of each three-month quarter beginning February 1, 2009. The remaining 75% of the accrued interest was not to be compounded by becoming part of the principal, and was due and payable in a lump-sum payment on the maturity date. The principal and any interest amounts that remain outstanding was set to mature at the earlier of (a) April 20, 2010, or (b) the date immediately prior to the Company’s closing of an acquisition or asset transfer as defined by the Company’s amended and restated articles of incorporation. | ||||||||||
In conjunction with the 2009 amendment, the Company issued a warrant to purchase preferred shares issued in the first equity financing to occur subsequent to the execution of the note, and in which the Company receives at least $2,000,000 in gross aggregate proceeds. The exercise price of the warrant is equal to the per share price of preferred shares sold in that equity financing, and the number of shares that may be exercised is equal to 10% of the principal amount of the convertible loan divided by the exercise price. Early termination of the warrant can occur upon an IPO, or if the Company is acquired. The holder of the warrant is to be given 20 days advance notice of such an event, and the warrant will terminate if not exercised before the date of the event. | ||||||||||
A qualifying equity financing occurred during February 2009, which set the warrant exercise price at $0.60 per share. | ||||||||||
During May 2010, the Company entered into a second amendment and restatement of the Goodman Note in order to extend the maturity date and amend the timing of payments to be made to the lender and to secure the Company’s obligations under the note. The secured amended and restated note bears interest at a per annum fixed rate of 3.25% and is due and payable quarterly in arrears on the last business day of each three-month quarter beginning May 1, 2010. On the effective date of the second amendment, the Company paid the lender $750,000 which was applied to the principal balance of $3,000,000. Beginning May 1, 2010, principal payments are due and payable quarterly in advance. For principal payments due and payable during the period of May 1, 2010 through January 31, 2011, the quarterly principal payment was equal to $45,000; for principal payments due and payable during the period of February 1, 2012 through January 31, 2014, the quarterly principal payment is equal to $90,000; and for principal payments due and payable during the period of February 1, 2014 through the maturity date, the quarterly principal payment is equal to $150,000. In addition to the $750,000 principal paid on the effective date of the amendment, the Company paid principal payments of $135,000 and $180,000 during the years ended December 31, 2010 and 2011, respectively. No principal payments were made during the years ended December 31, 2012 or 2013. | ||||||||||
As of June 28, 2013 the holder of the Goodman Note agreed to convert the total principal balance owed under the Goodman Note of $1,935,000 and accrued interest of approximately $105,000 into 3,777,324 preferred shares at a conversion price of $0.54 per share. Although the conversion price of the debt was greater than the value of the preferred shares at the time of conversion, the Company did not record a gain on the conversion under the troubled debt restructuring accounting guidance since the transaction occurred between related parties, and thus, was treated as a capital transaction. | ||||||||||
In July 2013, in connection with this conversion, the Company issued to such beneficial owner a warrant to purchase 23,809 shares of common stock at an exercise price which will be set at the price per share of the Company’s common stock sold in the Company’s IPO. The warrants will be exercisable for a two-year period beginning with the closing of the Company’s IPO. In accordance with guidance applicable to accounting for derivative financial instruments that are accounted for as liabilities, the warrants are initially recorded at their fair value and are then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For the warrants for common shares issued under the Goodman Note agreement, the Company used a probability weighted Black-Scholes valuation model. The fair value of the Goodman Note warrants was approximately $62,000 and is included in warrant liabilities at December 31, 2013. | ||||||||||
2008 Convertible Note | ||||||||||
In December 2008, the Company issued a convertible note in the principal amount of $1,400,000 which is secured by all assets of the Company to an affiliate of a major shareholder. The 2008 Convertible Note bears interest at a variable rate based on prime per annum payable at maturity, and matures at the earliest occurrence of, (a) the passing of 48 months from inception of the note, (b) the closing date of an acquisition or asset transfer as defined by the note, or (c) the closing date of the issuance and sale of shares of common stock of the Company in the Company’s IPO. | ||||||||||
Upon the closing of a sale by the Company of its preferred shares in which the Company receives an aggregate of at least $20,000,000 in cumulative gross proceeds, including conversion of the convertible loan amount before the maturity date, the unpaid principal and accrued interest shall automatically be converted into the number of preferred shares, of the series sold by the Company in such sale, equal to the unpaid principal and accrued interest divided by the per share purchase price of the preferred shares in such sale. The 2008 Convertible Note may also be converted before the maturity date at the option of the holder at the closing of an equity financing involving the sale of the Company’s preferred shares in which the Company receives an aggregate of at least $2,000,000 in cumulative gross proceeds, with a conversion price equal to the per share price included in that equity financing. In July 2013, the Company amended the 2008 Convertible Note to provide that all principal and accrued interest on the note would automatically convert into common stock upon the closing of an IPO at the price per share at which common stock is sold in such IPO. | ||||||||||
Issued with the 2008 Convertible Note was a warrant to purchase preferred shares issued in the first equity financing to occur subsequent to the execution of the 2008 Convertible Note, and in which the Company receives at least $2,000,000 in gross aggregate proceeds. The exercise price of the warrant is equal to the per share price of preferred shares sold in that equity financing, and the number of shares that may be exercised is equal to 10% of the principal amount of the convertible loan divided by the exercise price. Early termination of the warrant can occur upon an IPO or if the Company is acquired. The holder of the warrant is to be given 20 days advance notice of such an event, and the warrant will terminate if not exercised before the date of the event. | ||||||||||
A qualifying equity financing occurred during February 2009, which set the 2008 Convertible Note conversion price and the warrant exercise price at $0.60 per share. The 2008 Convertible Note remains outstanding at December 31, 2012 and 2013. | ||||||||||
2011 Convertible Bridge Notes | ||||||||||
In February 2011, the Company executed a note and warrant purchase agreement with a major shareholder’s affiliates. In exchange for a series of loans in an aggregate amount equal to $5,000,000 over a period through September 1, 2011, the Company issued secured convertible promissory notes and warrants to purchase preferred shares. The aggregate amount was subsequently raised to $6,000,000 and then $15,000,000 during the year and the funding period was first extended to February 2012 and then to December 2012. Other investors, including related parties, also became party to this arrangement and purchased 2011 Convertible Bridge Notes and warrants. | ||||||||||
All unpaid principal and interest outstanding was initially payable on December 31, 2011. During 2012, the maturity date was extended to December 31, 2012. The 2011 Convertible Bridge Notes are secured by virtually all of the assets of the Company. The 2011 Convertible Bridge Notes bear interest at 8%, payable at maturity. The number of preferred shares for which the warrants are exercisable is determined by dividing the warrant coverage amount, which is 20% of the principal amount of the notes issued under the agreement, by the exercise price. | ||||||||||
Upon the closing of the sale by the Company of its preferred stock in which the Company receives an aggregate of at least $20,000,000 in cumulative gross proceeds, including conversion of the 2011 Convertible Bridge Notes, before the maturity date, the unpaid principal and accrued interest shall automatically be converted into the number of preferred shares, of the series sold by the Company in such sale, equal to the unpaid principal and accrued interest divided by the per share purchase price of the preferred shares in such sale. At any time before the maturity date the investor may elect to convert all or any amount of the unpaid principal and accrued interest into the Company’s Series A preferred shares at $0.54 per share. Early termination of the warrants can occur upon an IPO or if the Company is acquired. The holders of the warrants are to be given 20 days advance notice of such an event, and the warrants will terminate if not exercised before the date of the event. | ||||||||||
In accordance with guidance applicable to accounting for derivative financial instruments that are accounted for as liabilities, the warrants are initially recorded at their fair value and are then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments issued under the note and warrant purchase agreement dated February 2011, the Company used the Black-Scholes valuation model. The Company recorded approximately $1,400,000 related to the fair value of the warrants at the date of issuance, as a discount to the carrying value of the 2011 Convertible Bridge Notes, accreted as interest expense over the life of the debt. The Company valued the warrants at the date of each issuance using the Black-Scholes valuation model with the following underlying assumptions: contractual term of 5 years, an underlying preferred share price between $0.25 and $0.54, an exercise price of $0.54, an average risk-free interest rate between 0.70% and 2.26%, a dividend yield of 0%, and volatilities between 100.0% and 105.0%. Approximately $302,000 related to accretion of the discount was recognized as interest expense during the year ended December 31, 2012. The discount was fully accreted as of December 31, 2012. | ||||||||||
As of December 31, 2012, the Company had issued the 2011 Convertible Bridge Notes with an aggregate principal amount of approximately $12,336,000. No further note or warrant issuances were made under this agreement during the year ended December 31, 2013. As of December 31, 2012, the Company was in default for payment on the 2011 Convertible Bridge Notes, and no principal payments were made in 2013 prior to their conversion. As of June 28, 2013 the investors under these notes elected to convert the total principal balance owed under the 2011 Convertible Bridge Notes of approximately $12,336,000 and accrued interest of approximately $1,832,000 into 26,237,611 preferred shares at a conversion price of $0.54 per share. Upon the conversion, the exercise price of the related warrants was set at $0.54 per share, and the $236,799 fair value of the warrants was reclassified into additional paid-in capital as of June 28, 2013. Although the conversion price of the debt was greater than the value of the preferred shares at the time of conversion, the Company did not record a gain on the conversion under the troubled debt restructuring accounting guidance since the transaction occurred between related parties, and thus, was treated as a capital transaction. | ||||||||||
2012 Revolver Notes | ||||||||||
On January 13, 2012, the Company executed a note and warrant purchase agreement with several shareholders, including a major shareholder, calling for (in addition to the issuance of certain related warrants) the issuance of a series of notes to be issued between January 13, 2012 and April 5, 2012 totaling up to $1,750,000, with an original maturity date in April 2012. The 2012 Revolver Notes were amended on April 5, 2012 to extend the maturity date to May 31, 2012 or July 31, 2012, depending on certain milestones, and to allow the Company to issue up to $5,000,000 in notes payable under this agreement, as needed. The 2012 Revolver Notes were amended again on November 8, 2012 to increase the amount of notes payable the Company can issue to $8,000,000, and to provide that all notes issued under this agreement shall have the same maturity date of either November 30, 2012 or December 31, 2012, depending on certain milestones. The 2012 Revolver Notes bear interest at 10%, payable at maturity. | ||||||||||
Beginning on the closing of the sale by the Company of its preferred shares in which the Company receives an aggregate of at least $20,000,000 in cumulative gross proceeds, the warrants are exercisable for preferred shares of the series sold by the Company in such sale, at an exercise price equal to the purchase price per share of the preferred shares sold by the Company in such sale. The number of preferred shares for which the warrants are exercisable is determined by dividing the warrant coverage amount, which is 20% of the principal amount of the notes issued under the agreement on the issuance date of such 2012 Revolver Notes, by the exercise price. At any time prior to the maturity date, the investor may elect to convert all or any amount of the unpaid principal and accrued interest into the Company’s Series A preferred stock at $0.54 per share, or if a qualified financing has occurred, at the purchase price per share of the preferred shares sold by the Company in such qualified financing. Early termination of the warrant can occur upon an IPO, or if the Company is acquired. The holders of the warrants are to be given 20 days advance notice of such an event, and the warrants will terminate if not exercised before the date of the event. | ||||||||||
In accordance with guidance applicable to accounting for derivative financial instruments that are accounted for as liabilities, the warrants are initially recorded at their fair value and are then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For the 2012 Revolver Notes and warrants issued under the note and warrant purchase agreement dated January 13, 2012, the Company used the Black-Scholes valuation model. The Company recorded approximately $396,000 related to the fair value of the warrants issued, as a discount to the carrying value of the debt, accreted as interest expense over the life of the debt. The Company valued the warrants at the date of each issuance using the Black-Scholes valuation model with the following underlying assumptions: contractual term of 5 years, an underlying preferred share price between $0.24 and $0.30, an exercise price of $0.54, an average risk-free interest rate between 0.62% and 1.02%, a dividend yield of 0%, and volatility of 105.0%. Approximately $396,000 related to accretion of the discount was recognized as interest expense during the year ended December 31, 2012. The discount was fully accreted as of December 31, 2012. | ||||||||||
As of December 31, 2012, the Company had issued $5,960,000 in notes payable under the 2012 Revolver Notes agreement. The Company was in default for payment of these notes as of December 31, 2012, and no principal payments were made in 2013 prior to conversion. As of June 28, 2013 the investors under the 2012 Revolver Notes elected to convert the total principal balance of approximately $5,960,000 owed under the 2012 Revolver Notes and accrued interest of approximately $645,000 into 12,230,899 preferred shares at a conversion price of $0.54 per share, pursuant to note conversion agreements of that date. Although the conversion price of the debt was greater than the value of the preferred shares at the time of conversion, the Company did not record a gain on the conversion under the troubled debt restructuring accounting guidance since the transaction occurred between related parties, and thus, was treated as a capital transaction. On September 13, 2013, the exercise price of the warrants was fixed at $0.54 per share, and the fair value of the warrant liability of approximately $144,000 on that date was reclassified to additional paid-in capital. | ||||||||||
Other | ||||||||||
On September 10, 2012, the Company issued a warrant to its landlord in exchange for a rent deferral through November 30, 2012. The number of Series A preferred shares exercisable under the warrant agreement is determined by dividing the warrant coverage amount of $40,000 by the exercise price. The exercise price of the warrants is $0.60, or, upon the closing of the sale by the Company of its preferred stock in which the Company receives an aggregate of at least $15,000,000 in cumulative gross proceeds, the warrant’s exercise price will be the price per share for which the Company sells its preferred shares in such sale. The term of the warrant is seven years. Early termination of the warrant can occur if the Company is acquired. The holder of the warrant is to be given 20 days advance notice of such an event, and the warrant will terminate if not exercised before the date of the event. The fair value of the preferred warrant due to the landlord at December 31, 2012 and 2013 is not material to the financial statements. | ||||||||||
As of December 31, 2012, warrants to purchase preferred stock are reflected as a liability on the balance sheet, which is adjusted to estimated fair value at the end of each reporting period over the term of the warrants. These warrants were reclassified to additional paid-in capital during the year ended December 31, 2013. The fair value of the warrant liability for warrants to purchase preferred stock as of December 31, 2012 of approximately $982,000 was estimated using the Black-Scholes valuation model with the following assumptions: contractual term between 3.08 and 4.92 years, an underlying preferred share price of $0.25, an exercise price of $0.54, an average risk-free interest rate between 0.35% and 0.70%, a dividend yield of 0%, and volatility of 105.0%. | ||||||||||
Outstanding Warrants—Common Shares | ||||||||||
2013 Convertible Bridge Notes | ||||||||||
The Company executed a convertible note and warrant purchase agreement as of June 28, 2013 with several shareholders, including a major shareholder, relating to the Company’s borrowing as needed of, and issuance of a series of unsecured convertible notes for, up to $7,000,000. The Company had borrowed $745,000 and $4,990,000 as of December 31, 2012 and 2013, respectively, against the 2013 Convertible Bridge Notes, including $720,000 and $2,505,000, respectively, from a major shareholder. The maturity date of the 2013 Convertible Bridge Notes is May 31, 2014 and may be extended at the option of the respective note holders for two successive six month periods. The 2013 Convertible Bridge Notes bear interest at 8.0% per annum, payable at maturity. | ||||||||||
The 2013 Convertible Bridge Notes automatically convert into the Company’s common stock upon the closing of an IPO of at least $8,000,000 in cumulative gross proceeds, at a price equal to the price per share of the Company’s common stock sold in the IPO. The number of common shares for which the warrants are exercisable is determined by dividing the warrant coverage amount, which is 50% of the principal amount of the notes issued under the agreement, by the exercise price, which is the price per share of the Company’s common stock sold in the IPO. The warrants will be exercisable for a five-year period beginning with the closing of the Company’s IPO. Early termination of the warrants can occur upon any capital reorganization, any reclassification of the capital stock, or an asset transfer or acquisition of the Company. The holders of the warrants are to be given 20 days advance notice of such an event, and the warrants will terminate if not exercised prior to the date of the event. | ||||||||||
In accordance with guidance applicable to accounting for derivative financial instruments that are accounted for as liabilities, the warrants are initially recorded at their fair value and are then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For the warrants for common shares issued under the 2013 Convertible Bridge Notes agreement, the Company used a probability weighted Black-Scholes valuation model. The Company recorded approximately $1,559,000 related to the fair value of the warrants issued, as a discount to the carrying value of the debt, accreted to interest expense using the effective interest method from the date of issuance over the life of the debt. These warrants to purchase common stock were valued as of their date of issuance, using the following assumptions: exercise price of between $1.48 and $14.28 per share, contractual term of 5 years, a risk-free interest rate between 1.38% and 1.73%, a dividend yield of 0%, and volatility between 100.0%—105.0%. The value of the warrants using the probability weighted Black-Scholes valuation model accounted for a probability between 75% and 80%, while a fair value of $0 was weighted between 20% and 25%. The fair value of the warrants is recorded as a liability of approximately $1,399,000 at December 31, 2013. Approximately $685,000 related to accretion of the discount was recognized as interest expense during the year ended December 31, 2013, with approximately $874,000 remaining unamortized and reflected as a discount to the debt. | ||||||||||
Line of Credit | ||||||||||
Three of the Company’s related parties guaranteed the Company’s Line of Credit (see Note 5) and pledged financial assets to the bank to secure their guaranties, as approved by the Company’s board of directors. In return, the Company issued common stock warrants to the guarantors. The fair market value of the collateral provided by the respective guarantors at December 31, 2013 was $2,178,000. The number of shares subject to the common stock warrants will be determined by dividing the warrant coverage amount, which is 50% of the fair market value of the collateral provided by the respective guarantors to secure their respective guaranty obligations to the bank, by the exercise price, which will be set at the price per share of the Company’s common stock sold in its IPO. The warrants will be exercisable for a two-year period beginning with the closing of the Company’s IPO. | ||||||||||
In accordance with guidance applicable to accounting for derivative financial instruments that are accounted for as liabilities, the warrants are initially recorded at their fair value and are then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For the warrants for common shares issued in connection with the Company’s Line of Credit, the Company used a probability weighted Black-Scholes valuation model. The Company recorded approximately $454,000 related to the fair value of the warrants issued, as a discount to the carrying value of the debt, accreted to interest expense on a straight line basis from the date of issuance over the life of the debt. These warrants to purchase common stock were valued as of their date of issuance, using the following assumptions: exercise price between $1.48 and $14.28 per share, contractual term of 2 years, a risk-free interest rate between 0.38% and 1.38%, a dividend yield of 0%, and volatility between 90.0% and 105.0%. The value of the warrants using the probability weighted Black-Scholes valuation model accounted for a probability of 75%, while a fair value of $0 was weighted 25%. The fair value of the warrants is recorded as a liability of approximately $390,000 at December 31, 2013. Approximately $139,000 related to accretion of the discount was recognized as interest expense during the year ended December 31, 2013, with approximately $315,000 remaining unamortized and reflected as a discount to outstanding debt. | ||||||||||
Other | ||||||||||
On September 10, 2013, the Company, as part of a lease amendment for its non-cancellable operating lease for its office, laboratory, and warehouse space at its San Diego, California facility, issued a warrant to its landlord. The warrant coverage amount was $502,605. The number of shares subject to the common stock warrants will be determined by dividing the warrant coverage amount by the exercise price, which will be set at the price per share of the Company’s common stock sold in its IPO. The warrants will be exercisable for a five-year period beginning with the closing of the Company’s IPO. | ||||||||||
In accordance with guidance applicable to accounting for derivative financial instruments that are accounted for as liabilities, the warrant is initially recorded at fair value and then is re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For the warrant for common shares issued to the landlord, the Company used a probability weighted Black-Scholes valuation model. The Company recorded approximately $309,000 related to the fair value of the warrant issued at issuance in September 2013, as a reduction in deferred rent liability, accreted to rent expense on a straight line basis from the date of issuance over the term of the amended lease. The warrant was valued as of the date of issuance, using the following assumptions: exercise price of between $3.08 and $14.28 per share, contractual term of 5 years, a risk-free interest rate of 1.38%, a dividend yield of 0%, and volatility of 105.0%. The value of the warrant using the probability weighted Black-Scholes valuation model accounted for a probability of 75%, while a fair value of $0 was weighted 25%. The fair value of the warrant is recorded as a liability of approximately $282,000 at December 31, 2013. | ||||||||||
As of December 31, 2013, warrants to purchase common stock are reflected as a liability on the balance sheet, which is adjusted to estimated fair value at the end of each reporting period over the term of the warrants. The aggregate fair value of the warrant liability for warrants to purchase common stock as of December 31, 2013 of approximately $2,132,000 was estimated using a probability weighted Black-Scholes valuation model with the following assumptions for both the five-year and two-year common stock warrant terms separately: | ||||||||||
Five-year term | Two-year term | |||||||||
Stock price | $ | 1.48 – 7.69 | $ | 1.48 – 7.69 | ||||||
Exercise price | $ | 1.48 – 7.69 | $ | 1.48 – 7.69 | ||||||
Expected dividend yield | 0 | % | 0 | % | ||||||
Discount rate-bond equivalent yield | 1.73 | % | 0.38 | % | ||||||
Expected life (in years) | 5 | 2 | ||||||||
Expected volatility | 100 | % | 90 | % | ||||||
At December 31, 2013 the values of both the five-year and two-year common stock warrants using the probability weighted Black-Scholes valuation models accounted for a probability of 75%, while a fair value of $0 was weighted 25%. | ||||||||||
Change in estimated fair value of warrant liability | ||||||||||
The change in the estimated fair value of the total liability outstanding for all outstanding warrants of approximately $454,000 and $782,000 was recognized as a non-cash gain and included in total other income/(expense) in the Company’s statements of operations and comprehensive loss for the years ended December 31, 2012 and 2013, respectively. |
Supplier_Financing
Supplier Financing (Supplier Financing [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
Supplier Financing [Member] | |
Debt | 8. Supplier Financing |
In 2011, the Company purchased certain laboratory equipment under financing agreements with a supplier, a business owned by a member of the Company’s board of directors, totaling approximately $256,000. Financing was granted for the purchase of the equipment at a stated interest rate of 0.0%. The Company has utilized its average interest rate for 2012 and 2013 of 8.0% to amortize the payments and record interest expense of approximately $17,000 and $5,000 for the years ended December 31, 2012 and 2013, respectively, utilizing the effective interest expense method. The remaining balance owed under these financing agreements was approximately $60,000 and $66,000 as of December 31, 2012 and 2013, respectively. The remaining balance owed under these financing agreements was due in 2013 (see Note 18). | |
In 2011, the Company purchased laboratory software under a financing agreement with a supplier for approximately $177,000. This software financing agreement bears an interest rate of 7.4% per annum. The balance owed under these financing agreements was approximately $62,000 at both December 31, 2012 and 2013. | |
In 2012 and 2013, the Company obtained third-party financing for certain business insurance premiums. The financing bears an interest rate of 5.95% per annum, and all financing is due within one year. The balances due under these annual financing arrangements were approximately $129,000 and $91,000 as of December 31, 2012 and 2013, respectively. |
Shareholders_Deficit
Shareholders' Deficit | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | |
Shareholdersb Deficit | 9. Shareholders’ Deficit |
(a) Common Stock | |
In November of 2011, the Company amended and restated its articles of incorporation to decrease the number of authorized shares of common stock from 44,260,000 to 14,600,000. The authorized number shares of common stock at December 31, 2011 and 2012 was 14,600,000. In conjunction with the November 2011 amendment, the Company declared a 1:3 reverse stock split for all common shares. On November 1, 2013, the Company effected a 1:14 reverse stock split for all common shares. All references to share and per share amounts in the financial statements and accompanying notes to the financial statements have been retroactively restated to reflect the 1:14 reverse stock split. | |
On July 22, 2013, the Company amended its articles of incorporation to increase the number of authorized shares of common stock from 14,600,000 to 53,000,000. The authorized number of shares of common stock at December 31, 2013 was 53,000,000. In addition, on July 30, 2013, the Company assigned a par value to its common shares of $0.0001 in conjunction with its reincorporation in Delaware. The new par value per common share has been retroactively reflected in the financial statements for all periods presented. | |
(b) Preferred Stock | |
In November of 2011, the Company amended and restated its articles of incorporation so that each share of the issued and outstanding Series AA preferred stock and each share of the issued and outstanding Series BB preferred stock of the Company was converted into one share of Series A preferred stock. As of December 31, 2011 and 2012, all 36,460,000 authorized shares of preferred stock are designated as Series A preferred stock. On July 22, 2013, the Company amended its articles of incorporation to increase the number of authorized preferred shares from 14,600,000 to 100,000,000. In addition, on July 30, 2013, the Company assigned a par value to its preferred shares of $0.0001 in conjunction with its reincorporation in Delaware. The new par value per preferred share has been retroactively reflected in the financial statements for all periods presented. | |
Holders of the Company’s preferred shares are entitled to receive, when and as declared by the board of directors and in preference to common shareholders, non-cumulative cash dividends at the rate of 8% per annum of the applicable original issue price on each outstanding preferred share. The original issue price of each share of Series A preferred stock was $0.60. No dividends were declared during 2011 or 2012 or in the first nine months of 2013. Dividends cannot be granted for common shareholders while shares of preferred stock remain outstanding. | |
The holders of preferred shares have the right to one vote for each common share into which the preferred shares are convertible. Upon the liquidation, dissolution, or winding up of the Company, either voluntary or involuntary, the preferred shareholders will be paid out an amount equal to the original issue price plus all declared and unpaid dividends. If, upon any liquidation, distribution, or winding up of the Company, and the assets of the Company are insufficient to make payment in full to all holders of preferred shares of the liquidation preference, then such assets shall be distributed among the holders of preferred shares ratably in proportion to the full amounts to which they would be entitled. | |
The convertible preferred shares may be converted into common shares at any time at the option of the holder utilizing the then effective Series A preferred conversion price. All preferred shares shall be automatically converted into common shares utilizing the then effective Series A preferred conversion price upon a) the election of the holders of a majority of the outstanding shares of Series A preferred stock, or b) the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the sale of the Company’s common stock if gross proceeds are at least $20,000,000 and the per share price is at least $25.20. | |
The effective conversion price is equal to the original issue price divided by $25.20 as may be adjusted for dilutive issuances of common shares, common share rights or options, common share splits and combinations, dividends, and distributions. The effective conversion rate is not adjusted for issuances of common share options, warrants or rights to employees, directors, or non-employee service providers. | |
During the year ended December 31, 2013, 42,245,834 shares of Series A preferred stock were issued for the conversion of approximately $20,231,000 of debt and $2,581,000 of accrued interest, primarily to related parties (see Notes 6 and 7). |
Accounting_for_StockBased_Comp
Accounting for Stock-Based Compensation Expense | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2014 | ||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||||||||||||
Accounting for Stock-Based Compensation Expense | 7. Stock-based Compensation | 10. Accounting for Stock-Based Compensation Expense | |||||||||||||||||||||||||||
Stock Options | 2007 Equity Incentive Plan | ||||||||||||||||||||||||||||
A summary of stock option activity for option awards granted under the Company’s 2007 Equity Incentive Plan and 2013 Equity Incentive Plan for the nine months ended September 30, 2014 is as follows: | The 2007 Equity Incentive Plan (“2007 Plan”) authorizes the grant of the following types of awards: (i) nonstatutory stock options, or NSOs, (ii) incentive stock options, or ISOs, (iii) restricted stock awards, (iv) restricted stock unit awards, or RSUs, (v) stock appreciation rights, or SARs, (vi) performance awards, and (vii) other stock awards. Awards may be granted to employees, officers, non-employee board members, consultants, and other service providers of the Company. However, ISOs may not be granted to non-employees. Prior to November 2011, the Company was authorized to issue 7,500,000 options under the 2007 Plan. In conjunction with the 1:3 reverse common stock split in November 2011, the number of shares authorized under the 2007 Plan decreased to 2,500,000 shares and further reduced to 178,571 shares as a result of the 1:14 reverse split in November 2013. As of December 31, 2012 and 2013, shares available for grant under the 2007 Plan were 50,127 and 77,061, respectively. | ||||||||||||||||||||||||||||
2013 Equity Incentive Plan | |||||||||||||||||||||||||||||
Average | In July 2013, the Company adopted a new stock-based compensation plan entitled the 2013 Equity Incentive Plan (“2013 Plan”). The 2013 Plan authorizes the grant of the following types of awards: (i) nonstatutory stock options, (ii) ISOs, (iii) restricted stock awards, (iv) restricted stock unit awards, (v) stock appreciation rights, and (vi) performance compensation awards. Awards may be granted to employees, officers, non-employee board members, consultants, and other service providers of the Company. However, ISOs may not be granted to non-employees. The Company has authorized a total of 403,571 shares of common stock for issuance pursuant to all awards granted under the 2013 Equity Incentive Plan, subject to an increase of 800,000 shares upon the completion of an IPO, and subject to additional increases every January 1 equal to the lesser of (i) 5% of the Company’s outstanding common stock on such January 1, or (ii) a number of shares determined by the Company’s board of directors in its discretion for use on such particular January 1. As of December 31, 2013, 401,640 stock options and RSUs have been granted under the 2013 Plan, and 1,931 shares are available for grant under the 2013 Plan. On February 10, 2014, in connection with the closing of the Company’s IPO, the number of shares of common stock covered by the 2013 Plan increased by 800,000. Additionally, 335,798 options were granted under the 2013 Plan in February and March 2014 (see Note 18). | ||||||||||||||||||||||||||||
Weighted | Remaining | Options granted under either plan vest over a maximum period of four years and expire ten years from the date of grant. Options generally vest either (i) over four years, 25% on the one year anniversary of the date of grant and monthly thereafter for the remaining three years; or (ii) over four years, monthly vesting beginning month-one after the grant and monthly thereafter. Certain options have been granted which vest 50% on the grant date and monthly thereafter for the remaining two years. | |||||||||||||||||||||||||||
Number of | Average Exercise | Contractual | The fair value of stock options is determined on the date of grant using the Black-Scholes valuation model. Such value is recognized as expense over the requisite service period, net of estimated forfeitures, using the straight-line method. The determination of the fair value of stock options is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables. The volatility assumption is based on a combination of the historical volatility of the Company’s common stock and the volatilities of similar companies over a period of time equal to the expected term of the stock options. The volatilities of similar companies are used in conjunction with the Company’s historical volatility because of the lack of sufficient relevant history for the Company’s common stock equal to the expected term. The expected term of employee stock options represents the weighted-average period the stock options are expected to remain outstanding. The expected term assumption is estimated based primarily on the options’ vesting terms and remaining contractual life and employees’ expected exercise and post-vesting employment termination behavior. The risk-free interest rate assumption is based upon observed interest rates on the grant date appropriate for the term of the employee stock options. The dividend yield assumption is based on the expectation of no future dividend payouts by the Company. | ||||||||||||||||||||||||||
Shares | Price Per Share | Term in Years | The assumptions used in the Black-Scholes pricing model for options granted during the years ended December 31, 2012 and 2013 are as follows: | ||||||||||||||||||||||||||
Vested and unvested expected to vest, December 31, 2013 | 331,540 | $ | 5.14 | 9.3 | |||||||||||||||||||||||||
Outstanding at December 31, 2013 | 333,106 | $ | 5.14 | 9.3 | |||||||||||||||||||||||||
Granted | 594,798 | $ | 7.06 | For the years ended December 31, | |||||||||||||||||||||||||
Exercised | — | — | 2012 | 2013 | |||||||||||||||||||||||||
Cancelled/forfeited/expired | (52,862 | ) | $ | 4.66 | Volatility | 96.8 | % | 105 | % | ||||||||||||||||||||
Outstanding at September 30, 2014 | 875,042 | $ | 6.47 | 9.2 | Risk-free interest rate | 0.79% – 1.15 | % | 1.38 – 1.69 | % | ||||||||||||||||||||
Vested and unvested expected to vest, September 30, 2014 | 871,124 | $ | 6.48 | 9.2 | Dividend yield | 0 | % | 0 | % | ||||||||||||||||||||
The intrinsic values of options outstanding and options vested and unvested expected to vest at September 30, 2014 were zero. | Expected term (years) | 6.08 | 5.26 – 6.02 | ||||||||||||||||||||||||||
The fair values of option awards granted during the nine months ended September 30, 2014 were estimated using a Black-Scholes pricing model with the following assumptions: | Expected forfeiture rate | 0 | % | 0.00 – 5.00 | % | ||||||||||||||||||||||||
Using the assumptions described above, the weighted-average estimated fair value of options granted in 2012 and 2013 were approximately $1.82 and $4.43, respectively. | |||||||||||||||||||||||||||||
Stock and exercise prices | $4.38 - $9.11 | A summary of stock option activity for 2012 and 2013 is as follows: | |||||||||||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||||||||||||
Discount rate-bond equivalent yield | 1.56% – 2.06% | ||||||||||||||||||||||||||||
Expected life (in years) | 5.00 – 6.08 | Number of | Weighted | Average | |||||||||||||||||||||||||
Expected volatility | 90.0% – 100.0% | Shares | Average Exercise | Remaining | |||||||||||||||||||||||||
Expected forfeiture rate | 0.00% – 5.00% | Price Per Share | Contractual | ||||||||||||||||||||||||||
Using the assumptions described above, with stock and exercise prices being equal on date of grant, the weighted-average estimated fair value of options granted in the nine months ended September 30, 2014 was $5.51 per share. | Term in Years | ||||||||||||||||||||||||||||
Further information about the options outstanding and exercisable at September 30, 2014 is as follows: | Outstanding at December 31, 2011 | 78,987 | $ | 4.9 | 8.3 | ||||||||||||||||||||||||
Granted | 330 | 4.62 | |||||||||||||||||||||||||||
Weighted | Exercised | — | — | ||||||||||||||||||||||||||
Weighted | Average | Cancelled/forfeited/expired | (15,799 | ) | 4.92 | ||||||||||||||||||||||||
Average | Total Shares | Contractual | Total Shares | ||||||||||||||||||||||||||
Exercise Price | Outstanding | Life (in years) | Exercisable | Outstanding at December 31, 2012 | 63,518 | $ | 4.97 | 6.2 | |||||||||||||||||||||
$ | 4.38 | 86,458 | 9.6 | 8,540 | |||||||||||||||||||||||||
$ | 4.62 | 19,928 | 6.5 | 17,473 | Granted | 300,438 | 5.18 | ||||||||||||||||||||||
$ | 5.03 | 21,500 | 9.8 | — | Exercised | (4,021 | ) | 5 | |||||||||||||||||||||
$ | 5.04 | 8,233 | 4.8 | 8,233 | Cancelled/forfeited/expired | (26,829 | ) | 5.2 | |||||||||||||||||||||
$ | 5.18 | 285,625 | 8.8 | 159,406 | |||||||||||||||||||||||||
$ | 5.35 | 117,500 | 9.7 | 4,686 | Outstanding at December 31, 2013 | 333,106 | $ | 5.14 | 9.3 | ||||||||||||||||||||
$ | 7.5 | 43,000 | 9.5 | — | |||||||||||||||||||||||||
$ | 8.88 | 238,500 | 9.4 | — | Vested and unvested expected to vest, December 31, 2013 | 331,540 | $ | 5.14 | 9.3 | ||||||||||||||||||||
$ | 9.11 | 54,298 | 9.4 | 54,298 | |||||||||||||||||||||||||
875,042 | 252,636 | The intrinsic value of options exercised during the year ended December 31, 2013 was $3,450. The intrinsic value of options outstanding and vested and unvested expected to vest at December 31, 2013 was $8,204 and $8,192, respectively. | |||||||||||||||||||||||||||
The intrinsic value of options exercisable at September 30, 2014 was zero. | The Company received $20,105 in proceeds from stock options exercised during the year ended December 31, 2013. The tax benefit related to stock options exercised during the year ended December 31, 2013 was not significant. | ||||||||||||||||||||||||||||
Performance Stock Units | Further information about the options outstanding and exercisable at December 31, 2012 and 2013 is as follows: | ||||||||||||||||||||||||||||
On June 12, 2014, the Company’s Board of Directors approved the issuance of 44,496 Restricted Stock Units (“RSUs”) to its Chief Executive Officer pursuant to its 2013 Equity Incentive Plan. Vesting of the RSU’s may occur based on the Company’s achievement of specified objectives as determined by the Company’s Board of Directors or Compensation Committee, as follows: | |||||||||||||||||||||||||||||
Percentage of | Options Outstanding and Exercisable at December 31, 2012 | ||||||||||||||||||||||||||||
Overall RSU | Weighted | Total Shares | Weighted | Total Shares | |||||||||||||||||||||||||
Grant Subject to | Average | Outstanding | Average | Exercisable | |||||||||||||||||||||||||
Vesting | Exercise Price | Contractual | |||||||||||||||||||||||||||
Target | Life (in years) | ||||||||||||||||||||||||||||
Minimum revenue in 2015 | 25 | % | $4.62 | 33,031 | 7.2 | 16,173 | |||||||||||||||||||||||
Maximum EBITDA loss in 2015 | 15 | % | $5.04 | 30,408 | 5.1 | 28,244 | |||||||||||||||||||||||
Attainment of financial plan for fiscal 2015 | 20 | % | $125.58 | 79 | 1.1 | 79 | |||||||||||||||||||||||
Minimum value of strategic agreements by December 31, 2015 | 20 | % | |||||||||||||||||||||||||||
Implementation of four new diagnostic test panels by | 20 | % | 63,518 | 44,496 | |||||||||||||||||||||||||
December 31, 2015 | |||||||||||||||||||||||||||||
Total | 100 | % | |||||||||||||||||||||||||||
The amount of compensation expense recognized is based on management’s estimate of the most likely outcome. | |||||||||||||||||||||||||||||
Stock-based Compensation Expense | Options Outstanding and Exercisable at December 31, 2013 | ||||||||||||||||||||||||||||
The following table presents the effects of stock-based compensation related to equity awards to employees and nonemployees on the unaudited condensed statement of operations and comprehensive loss during the periods presented: | Weighted | Total Shares | Weighted | Total Shares | |||||||||||||||||||||||||
Average | Outstanding | Average | Exercisable | ||||||||||||||||||||||||||
For the three months ended | For the nine months ended | Exercise Price | Contractual | ||||||||||||||||||||||||||
September 30, | September 30, | Life (in years) | |||||||||||||||||||||||||||
2013 | 2014 | 2013 | 2014 | $4.62 | 20,208 | 7.3 | 13,731 | ||||||||||||||||||||||
Stock Options | $5.04 | 12,460 | 5.5 | 12,455 | |||||||||||||||||||||||||
Research and development expenses | $ | 246,313 | $ | 35,569 | $ | 253,828 | $ | 149,626 | $5.18 | 300,438 | 9.6 | 110,825 | |||||||||||||||||
General and administrative expenses | 141,693 | 236,769 | 155,197 | 908,490 | |||||||||||||||||||||||||
Sales and marketing expenses | — | 27,834 | — | 46,762 | 333,106 | 137,011 | |||||||||||||||||||||||
Total expenses related to stock options | 388,006 | 300,172 | 409,025 | 1,104,878 | |||||||||||||||||||||||||
RSUs | The intrinsic value of options exercisable at December 31, 2013 was $5,575. | ||||||||||||||||||||||||||||
Research and development expenses | — | 7,500 | — | 22,500 | Restricted Stock Units (“RSUs”) | ||||||||||||||||||||||||
General and administrative expenses | — | 13,750 | 274,371 | 379,208 | In November 2010, the Company issued to a member of the board of directors a restricted stock unit award for 390,000 shares of Series BB preferred stock. In November 2011, these RSUs were modified to be redeemable for Series A preferred stock under the same terms and conditions of the original grant. The shares will not vest unless a change in control, as defined, or IPO occurs within 10 years of the vesting commencement date of October 2010. There will be no expense to record for these awards unless and until it becomes probable that the award will vest. As of December 31, 2012 and 2013, it was not probable that these awards will vest and therefore, no expense was recorded during the years ended December 31, 2012 or 2013. | ||||||||||||||||||||||||
Total stock-based compensation | $ | 388,006 | $ | 321,422 | $ | 683,396 | $ | 1,506,586 | In March 2011, the Company awarded a restricted stock unit award to a member of the board of directors for 428,597 shares of Series BB preferred stock. Also in March 2011, the Company awarded an additional performance-based restricted stock unit award for an estimated 574,108 shares of Series BB preferred stock to the same member. In November 2011, these RSUs were modified to be redeemable for Series A preferred stock under the same terms and conditions of the original grant. The number of shares in the restricted stock units is based on certain milestones to be achieved. None of the shares under either award vest unless a change in control or IPO occurs within 10 years after January 1, 2011. There will be no expense to record for these awards until it becomes probable that an award will vest. As of December 31, 2012 and 2013, it was not probable that these awards will vest and therefore, no expense was recorded during the years ended December 31, 2012 or 2013. | ||||||||||||||||||||
As of September 30, 2014, total unrecognized stock-based compensation expense related to unvested stock option and RSU awards, adjusted for estimated forfeitures, was approximately $2,916,000 and $71,000, respectively, and is expected to be recognized over a weighted-average period of 2.7 years and 0.8 years, respectively. | The board of directors approved a resolution in December 2010, that each January 1 each person (other than two identified individuals) who is serving as a non-employee director on such January 1 shall be automatically granted an annual restricted stock unit award covering a number of common shares equal to 0.25% of the fully diluted outstanding common stock of the Company as of the December 31 immediately preceding such January 1. These restricted stock unit awards will be granted automatically on each January 1 and will vest in equal monthly installments over 12 months from the date of the grant. Additionally, in January 2012, each person (other than two identified individuals) who is serving as a non-employee director is to be granted a “true up grant” in addition to the annual grant covering a number of common shares equal to 0.25% of the fully diluted outstanding common shares of the Company as of the immediately preceding December 31. These grants will vest 100% on the date of the grant. In January 2012, five restricted stock unit awards for a total of 20,930 common shares were granted in accordance with this resolution. In addition, on January 1, 2012, an additional five restricted stock unit awards were granted to non-employee directors for a total of 20,930 common shares, vesting immediately upon grant. Although vested, shares are only delivered on the earlier of (i) the date that is 10 years from the grant date, (ii) the date of a change in control, (iii) the date of termination of the holder from the Company, (iv) the date of death or disability, or (v) the date of an unforeseeable emergency as described in Internal Revenue Code section 409A. | ||||||||||||||||||||||||||||
The RSU awards due to be granted on January 1, 2013 were not granted during the year ended December 31, 2013. In lieu of this issuance, RSU awards for 8,735 shares of common stock each were granted to three directors and an RSU award for 14,285 shares of common stock was granted to another director, on July 31, 2013. All RSUs issued in July 2013 vest in equal monthly installments over five months beginning August 1, 2013. The shares underlying the 2013 awards will be distributed no later than August 20, 2014. | |||||||||||||||||||||||||||||
In August 2013, 60,712 RSU awards were granted to certain executive employees. These awards vest 50% on the date of grant, with the remaining 50% vesting in equal monthly installments over twenty-four months beginning August 31, 2013. | |||||||||||||||||||||||||||||
Stock-based Compensation Expense | |||||||||||||||||||||||||||||
The following table presents the effects of stock-based compensation related to equity awards to employees and nonemployees on the statement of operations during the periods presented: | |||||||||||||||||||||||||||||
For the years ended | |||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||
2012 | 2013 | ||||||||||||||||||||||||||||
Stock Options | |||||||||||||||||||||||||||||
Research and development expenses | $ | 32,210 | $ | 298,618 | |||||||||||||||||||||||||
General and administrative expenses | 22,530 | 221,726 | |||||||||||||||||||||||||||
Sales and marketing expenses | 3,994 | — | |||||||||||||||||||||||||||
Total expenses related to stock options | 58,734 | 520,344 | |||||||||||||||||||||||||||
RSUs | |||||||||||||||||||||||||||||
Research and development expenses | — | 72,500 | |||||||||||||||||||||||||||
General and administrative expenses | 193,400 | 359,677 | |||||||||||||||||||||||||||
Total stock-based compensation | $ | 252,134 | $ | 952,521 | |||||||||||||||||||||||||
As of December 31, 2013, total unrecognized share-based compensation expense related to nonvested stock option and RSU awards, adjusted for estimated forfeitures, was approximately $861,000 and $135,000, respectively, and is expected to be recognized over a weighted-average period of approximately 2.8 years and 1.6 years, respectively. |
Net_Loss_per_Common_Share
Net Loss per Common Share | 9 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Net Loss per Common Share | 8. Net Loss per Common Share | 11. Net Loss per Common Share | |||||||||||||||
Basic and diluted net loss per common share is determined by dividing net loss applicable to common shareholders by the weighted-average common shares outstanding during the period. Because there is a net loss attributable to common shareholders for the three and nine months ended September 30, 2013 and 2014, the outstanding shares of Series A preferred stock, RSUs, convertible debt, warrants, and common stock options have been excluded from the calculation of diluted loss per common share because their effect would be anti-dilutive. Therefore, the weighted-average shares used to calculate both basic and diluted loss per share are the same. | Basic and diluted net loss per common share is determined by dividing net loss applicable to common shareholders by the weighted-average common shares outstanding during the period. Because there is a net loss attributable to common shareholders for the years ended December 31, 2012 and 2013, the outstanding shares of Series A preferred stock, RSUs, convertible debt, warrants, and common stock options have been excluded from the calculation of diluted loss per common share because their effect would be anti-dilutive. Therefore, the weighted-average shares used to calculate both basic and diluted loss per share are the same. | ||||||||||||||||
In November 2013, the Company effected a 1:14 reverse stock split of all common shares outstanding. The calculation of weighted-average shares outstanding has been adjusted for this reverse split as if it had occurred on January 1, 2013. | In November 2013, the Company effected a 1:14 reverse stock split of all common shares outstanding. The calculation of weighted-average shares outstanding has been adjusted for this reverse split as if it had occurred on January 1, 2012. | ||||||||||||||||
The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding for the periods presented, as they would be anti-dilutive: | The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding for the periods presented, as they would be anti-dilutive: | ||||||||||||||||
For the three and nine months ended | |||||||||||||||||
September 30, | For the years ended December 31, | ||||||||||||||||
2013 | 2014 | 2012 | 2013 | ||||||||||||||
Series A preferred (number of common stock equivalents) | 1,652,851 | — | Series A preferred (number of common stock equivalents) | 647,007 | 1,652,851 | ||||||||||||
Preferred warrants outstanding (number of common stock | 192,262 | 1,587 | Preferred warrants outstanding (number of common stock equivalents) | 192,262 | 192,262 | ||||||||||||
equivalents) | Notes payable convertible into preferred shares (number of common stock equivalents) | 599,466 | — | ||||||||||||||
Notes payable convertible into preferred shares (number | 232,558 | — | Preferred share RSUs (number of common stock equivalents) | 33,158 | 89,647 | ||||||||||||
of common stock equivalents) | Common warrants outstanding | — | 836,890 | ||||||||||||||
Preferred share RSUs (number of common stock equivalents) | 68,546 | 73,151 | Notes payable convertible into common shares | 665,178 | 1,110,649 | ||||||||||||
Common warrants outstanding | 630,110 | 609,187 | Common share RSUs | 54,615 | 133,971 | ||||||||||||
Notes payable convertible into common shares | 741,857 | — | Common options outstanding | 63,518 | 333,106 | ||||||||||||
Common share RSUs | 133,971 | 178,467 | |||||||||||||||
Common options outstanding | 344,565 | 875,042 | Total anti-dilutive common share equivalents | 2,255,204 | 4,349,376 | ||||||||||||
Total anti-dilutive common share equivalents | 3,996,720 | 1,737,434 | |||||||||||||||
401k_Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2013 | |
Compensation And Retirement Disclosure [Abstract] | |
401(k) Plan | 12. 401(k) Plan |
The Company sponsors a 401(k) savings plan for all eligible employees. The Company may make discretionary matching contributions to the plan to be allocated to employee accounts based upon employee deferrals and compensation. To date, the Company has not made any matching contributions into the savings plan. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | 13. Income Taxes | |||||||||||
For the year ended December 31, 2012 and 2013, the provision for income taxes was calculated as follows: The following table provides a reconciliation between income taxes computed at the federal statutory rate and the Company’s provision for income taxes: | ||||||||||||
For the years ended December 31, | ||||||||||||
2012 | 2013 | |||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | — | ||||||||
State | 800 | 800 | ||||||||||
Total | 800 | 800 | ||||||||||
Deferred | ||||||||||||
Federal | — | — | ||||||||||
State | — | — | ||||||||||
Total | — | — | ||||||||||
Provision for income tax | $ | 800 | $ | 800 | ||||||||
The following table provides a reconciliation between income taxes computed at the federal statutory rate and the Company’s provision for income taxes: | ||||||||||||
For the years ended December 31, | ||||||||||||
2012 | 2013 | |||||||||||
Income tax at statutory rate | $ | (4,167,967 | ) | $ | (3,139,368 | ) | ||||||
State liability | (602,296 | ) | (321,058 | ) | ||||||||
Permanent items | 3,164 | 6,932 | ||||||||||
Stock Compensation | 19,298 | 171,003 | ||||||||||
Nondeductible Interest | 521,531 | 395,089 | ||||||||||
Expiration of net operating losses | 146,175 | 188,316 | ||||||||||
Other | 80 | (6,723 | ) | |||||||||
Research and development credit | (215,502 | ) | (103,500 | ) | ||||||||
Valuation allowance | 4,296,317 | 2,810,109 | ||||||||||
Provision for income tax | $ | 800 | $ | 800 | ||||||||
Deferred income taxes are provided for temporary differences in recognizing certain income and expense items for financial and tax reporting purposes. The deferred tax assets consisted primarily of the income tax benefits from net operating loss carryforwards, deferred rent, and research and development credits. Valuation allowances have been recorded to fully offset deferred tax assets at December 31, 2012 and 2013, as it is more likely than not that the assets will not be utilized. | ||||||||||||
At December 31, 2013, the Company has federal net operating loss carryforwards of approximately $111,673,000 expiring beginning in 2020 and California net operating loss carryforwards of approximately $97,656,000 expiring beginning in 2014. Additionally, at December 31, 2013, the Company has research and development credits of approximately $3,132,000 and $3,004,000 for federal and California purposes, respectively. The federal research and development tax credits will begin to expire in 2018. The California research and development tax credits do not expire. | ||||||||||||
For the years ended December 31, 2012 and 2013, the Company has evaluated the various tax positions reflected in their income tax returns for both federal and state jurisdictions, and all open tax years in these jurisdictions, to determine if the Company has any uncertain tax positions on the historical tax returns. The Company recognizes the impact of an uncertain tax position on an income tax return at the largest amount that the relevant taxing authority is more-likely-than not to sustain upon audit. The Company does not recognize uncertain income tax positions if they have less than 50 percent likelihood of being sustained. Based on this assessment, the Company believes there are no tax positions for which a liability for unrecognized tax benefits should be recorded as of December 31, 2012 or 2013. The Company is subject to taxation in the United States and California. The Company’s federal filings prior to 2010 and the Company’s California filings prior to 2009 are no longer subject to examination. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. Due to the existence of the valuation allowance, future changes in unrecognized tax benefits will not impact the Company’s effective tax rate. The Company is currently not under examination by any taxing authorities and does not believe its unrecognized tax benefits will significantly change in the next twelve months. | ||||||||||||
The tax effects of carryforwards that give rise to deferred tax assets consist of the following: | ||||||||||||
For the years ended December 31, | ||||||||||||
2012 | 2013 | |||||||||||
Net operating loss carryforward | $ | 41,100,511 | $ | 43,666,636 | ||||||||
Research and development credits | 4,898,055 | 5,114,652 | ||||||||||
Accruals and other | 688,089 | 742,045 | ||||||||||
Deferred rent | 203,463 | 176,893 | ||||||||||
46,890,118 | 49,700,226 | |||||||||||
Less valuation allowance | (46,890,118 | ) | (49,700,226 | ) | ||||||||
Net deferred tax assets | $ | — | $ | — | ||||||||
The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since its formation, due to the complexity and cost associated with such a study, and the fact that there may be additional ownership changes in the future. Based on preliminary assessments, the Company believes that ownership changes occurred in 2010 and 2013. The Company estimates that if such a change did occur, the federal and state net operating loss carryforwards and research and development credits that can be utilized in the future will be significantly limited. | ||||||||||||
On September 13, 2013, the U.S. Treasury Department released final income tax regulations on the deduction and capitalization of expenditures related to tangible property. These final regulations apply to tax years beginning on or after January 1, 2014, and may be adopted in earlier years. The Company does not intend to early adopt the tax treatment of expenditures to improve tangible property and the capitalization of inherently facilitative costs to acquire tangible property as of January 1, 2013. The tangible property regulations will require the Company to make additional tax accounting method changes as of January 1, 2014; however, management does not anticipate the impact of these changes to be material to the Company’s consolidated financial position, its results of operations and its footnote disclosures. |
Collaborative_Agreements
Collaborative Agreements | 12 Months Ended |
Dec. 31, 2013 | |
Collaborative Arrangement Disclosure [Abstract] | |
Collaborative Agreements | 14. Collaborative Agreements |
On August 17, 2011, the Company entered into a three year exclusive collaboration agreement with Clarient Diagnostic Services, Inc. to collaborate to promote and maximize the commercialization of the Company’s or jointly developed diagnostic tests (together, the “Diagnostic Tests”) in the United States. Clarient is responsible for marketing, providing customer service, and for third party billing on all Diagnostic Tests performed under the agreement, and for performing the professional component of the Diagnostic Tests. The Company is responsible for promoting sales of the Diagnostic Tests in the United States, as well as performing all technical components of all Diagnostic Tests sold by either party. | |
Under this agreement, the Company invoices Clarient for the performance of each of the Diagnostic Tests at a contractually agreed-upon rate. Clarient is responsible for billing the patient, provider and/or payer for each completed test, and bears all collection risk related to such billings. Sales of Diagnostic Tests under this agreement did not commence until 2012. The total amount of revenue the Company earned under this agreement was approximately $86,000 and $14,000 for the years ended December 31, 2012 and 2013, respectively. | |
The agreement was replaced as of May 2013 to remove exclusivity provisions and to modify the performance obligations of the parties. As a result of the replacement agreement, the Company will be responsible for billing third party payors for tests performed under the Clarient agreement. Revenue derived from the Clarient arrangement after the replacement date is recognized as collected, provided all other revenue recognition criteria are met. | |
In January 2013, the Company entered into a research support agreement with Dana Farber, a not-for-profit tax-exempt organization. The Company is responsible for performing all technical components of the diagnostic tests as ordered by Dana Farber and recognizes revenue as collected, provided all other revenue recognition criteria are met. The total amount of revenue the Company earned under this agreement was approximately $104,000 for the year ended December 31, 2013. |
Related_Party_Disclosures
Related Party Disclosures | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related Party Transactions |
During 2005, the Company executed the Goodman Note in favor of an investor which became a beneficial owner of more than 5% of the Company’s common stock. As of December 31, 2012, the Company had $1,935,000 outstanding on this note. In June 2013, the investor converted the entire principal amount of $1,935,000 and accrued interest of approximately $105,000 due on the Goodman Note into 3,777,324 shares of Series A preferred stock. | |
During 2008, the Company executed the 2008 Convertible Note with an affiliate of a major shareholder who is a member of the board of directors in the amount of $1,400,000. A warrant to purchase preferred shares was issued along with the convertible promissory note (see Notes 6 and 7). In July 2013, the Company amended the 2008 Convertible Note with a principal balance of $1,400,000, held by a related party, to provide that all principal of and accrued interest on the note would automatically convert into common stock upon the closing of an IPO at the price per share at which common stock is sold in such IPO. | |
As of December 31, 2012 and 2013, the Company had $17,780,000 and $3,905,000, respectively, of notes payable outstanding to affiliates of a major shareholder who is a member of the board of directors under several note and warrant purchase agreements (see Notes 6 and 7). As of June 28, 2013, $17,060,000 of principal and $2,339,000 of interest due on a portion of these notes was converted into shares of 35,923,845 Series A preferred stock. | |
As of December 31, 2012 and 2013, the Company had approximately $1,000,000 and $1,479,000, respectively, of notes payable outstanding with other board members under several different note and warrant purchase agreements (see Notes 6 and 7). As of June 28, 2013, approximately $975,000 of principal and $101,000 of interest due on a portion of these notes were converted into 1,993,591 preferred shares. | |
In September and December 2013, the Company issued common stock warrants to three shareholders in conjunction with their guarantees on the Company’s borrowings under the Company’s line of credit (see Notes 5 and 7). | |
During 2011, the Company entered into two supplier financing arrangements with a business owned by a member of the board of directors totaling $256,000, of which $60,000 and $66,000 is outstanding as of December 31, 2012 and 2013, respectively (see Note 18). | |
A member of the Company’s management is the controlling person of Aegea Biotechnologies, Inc. (“Aegea”). On September 2, 2012, the Company entered into an Assignment and Exclusive Cross-License Agreement with Aegea Biotechnologies, Inc. The total amount of invoices received by the Company from Aegea during the year ended December 31, 2013 was approximately $2,000, which are unpaid and recorded in accounts payable at December 31, 2013. | |
The Company believes that these transactions were on terms at least as favorable to the Company as could have been obtained from unrelated third parties. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ||||||
Commitments and Contingencies | 9. Commitments and Contingencies | 16. Commitments and Contingencies | ||||
In the normal course of business, the Company may be involved in legal proceedings or threatened legal proceedings. The Company is not party to any legal proceedings or aware of any threatened legal proceedings which are expected to have a material adverse effect on its financial condition, results of operations or liquidity. | Operating Leases | |||||
The Company’s former Vice President of Operations filed an administrative proceeding against the Company with the California Labor Commissioner in April 2013, seeking damages for alleged unpaid wages and penalties. A hearing was held on August 19, 2013 which resulted in a finding against the Company for approximately $65,000, of which $40,000 was paid during the year ended December 31, 2013 and $25,000 was accrued as of December 31, 2013. On February 25, 2014, the aforementioned administrative proceeding filed with the California Labor Commissioner by the Company’s former Vice President of Operations was settled in full following payment of the remaining $25,000 due. | The Company leases office, laboratory, and warehouse space at its San Diego, California facility under a non-cancelable operating lease. The initial lease was for an eight-year term expiring in 2012. In November 2011, the Company extended the lease term through October 31, 2018 and expanded the original premises by 9,849 square feet. Under the amended lease, the landlord delivered the expanded premises in May 2013. The Company records rent expense on a straight-line basis over the life of the lease and records the excess of expense over the amounts paid as deferred rent. | |||||
For the years ended December 31, 2012 and 2013, rent expense was approximately $937,000 and $1,143,000, respectively. As of December 31, 2012 the Company owed rent in arrears of approximately $185,000. As of December 31, 2013, the Company owed no rent in arrears. This amount is included in accounts payable on the balance sheet. | ||||||
In September 2013, the Company amended its non-cancellable operating lease for its office, laboratory, and warehouse space at its San Diego, California facility. The amendment extends the maturity date of the lease through July 31, 2020. As part of this amendment, the landlord waived the lease payments due from August 1, 2013 through December 31, 2013 of approximately $503,000, and the Company forfeited its long-term deposit of approximately $269,000. In conjunction with this amendment, the Company granted to the landlord a warrant to purchase common shares with a warrant coverage amount of $502,605 and an exercise price equal to the price per share of the Company’s common stock sold in the Company’s IPO (see Note 7). | ||||||
The future minimum lease payments under the amended lease agreement as December 31, 2013 are as follows: | ||||||
2014 | $ | 1,233,846 | ||||
2015 | 1,270,861 | |||||
2016 | 1,308,987 | |||||
2017 | 1,348,257 | |||||
2018 | 1,388,705 | |||||
Thereafter | 2,285,501 | |||||
Total | $ | 8,836,157 | ||||
Employment Agreements | ||||||
Under the terms of certain employment agreements with executive officers, the Company would incur additional cash compensation expense of $150,000 immediately, and $225,000 annually, upon the closing of an IPO or the Company’s receipt of aggregate proceeds of $15,000,000 or more from the sales of equity securities. All payments required under these agreements as a result of the closing of the Company’s IPO on February 10, 2014 have been subsequently made in February and March 2014. | ||||||
Legal Proceedings | ||||||
In the normal course of business, the Company may be involved in legal proceedings or threatened legal proceedings. The Company is not party to any legal proceedings or aware of any threatened legal proceedings which are expected to have a material adverse effect on its financial condition, results of operations or liquidity. | ||||||
The Company’s former Vice President of Operations filed an administrative proceeding against the Company with the California Labor Commissioner in April 2013, seeking damages for alleged unpaid wages and penalties. A hearing was held on August 19, 2013 which resulted in a finding against the Company for approximately $65,000, of which $40,000 was paid during the year ended December 31, 2013 and $25,000 was accrued as of December 31, 2013 (see Note 18). |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Selected Quarterly Financial Data (Unaudited) | 17. Selected Quarterly Financial Data (Unaudited) | ||||||||||||||||
The following is selected quarterly financial data as of and for the periods ending: | |||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
December 31, 2012 | |||||||||||||||||
Balance sheet data: | |||||||||||||||||
Cash & cash equivalents | $ | 82,486 | $ | 361,062 | $ | 72,483 | $ | 185,256 | |||||||||
Total assets | 1,544,311 | 1,870,220 | 1,265,874 | 1,469,679 | |||||||||||||
Total non-current liabilities | 2,034,960 | 1,918,018 | 1,816,319 | 1,255,771 | |||||||||||||
Total shareholders’ deficit | (18,973,870 | ) | (21,646,012 | ) | (24,477,238 | ) | (27,384,895 | ) | |||||||||
Statement of operations and comprehensive loss data: | |||||||||||||||||
Revenues | $ | 10,373 | $ | 54,020 | $ | 23,949 | $ | 20,947 | |||||||||
Gross profit/(loss) | (145,056 | ) | (255,677 | ) | (267,449 | ) | (424,223 | ) | |||||||||
Research and development expenses | 2,253,303 | 1,544,206 | 1,506,935 | 1,257,708 | |||||||||||||
General and administrative expenses | 623,018 | 542,116 | 447,586 | 450,479 | |||||||||||||
Sales and marketing expenses | 212,447 | 189,360 | 201,739 | 181,773 | |||||||||||||
Loss from operations | (3,233,824 | ) | (2,531,359 | ) | (2,423,709 | ) | (2,314,183 | ) | |||||||||
Net loss | $ | (3,717,239 | ) | $ | (2,725,279 | ) | $ | (2,869,883 | ) | $ | (2,947,125 | ) | |||||
Net loss per common share:1 | |||||||||||||||||
Basic | $ | (23.18 | ) | $ | (16.99 | ) | $ | (17.89 | ) | $ | (18.37 | ) | |||||
Diluted | $ | (23.18 | ) | $ | (16.99 | ) | $ | (17.89 | ) | $ | (18.37 | ) | |||||
Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders: | |||||||||||||||||
Basic | 160,393 | 160,393 | 160,393 | 160,393 | |||||||||||||
Diluted | 160,393 | 160,393 | 160,393 | 160,393 | |||||||||||||
1 | Basic and diluted net loss per common share are computed independently for each of the components and quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted net loss per common share. | ||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
December 31, 2013 | |||||||||||||||||
Balance sheet data: | |||||||||||||||||
Cash & cash equivalents | $ | 17,964 | $ | 4,483 | $ | 302,908 | $ | 69,178 | |||||||||
Total assets | 1,095,023 | 991,576 | 1,083,089 | 1,329,719 | |||||||||||||
Total non-current liabilities | 1,252,921 | 508,527 | 167,291 | 462,001 | |||||||||||||
Total shareholders’ deficit | (29,300,361 | ) | (8,215,261 | ) | (10,272,840 | ) | (12,456,014 | ) | |||||||||
Statement of operations and comprehensive loss data: | |||||||||||||||||
Revenues | $ | 35,154 | $ | 48,369 | $ | 31,922 | $ | 18,800 | |||||||||
Gross profit/(loss) | (512,097 | ) | (544,868 | ) | (587,158 | ) | (551,532 | ) | |||||||||
Research and development expenses | 710,206 | 690,582 | 975,104 | 710,845 | |||||||||||||
General and administrative expenses | 451,157 | 478,163 | 806,872 | 776,944 | |||||||||||||
Sales and marketing expenses | 96,404 | 27,932 | 5,342 | 19,225 | |||||||||||||
Loss from operations | (1,769,864 | ) | (1,741,545 | ) | (2,374,476 | ) | (2,058,546 | ) | |||||||||
Net loss | $ | (1,925,974 | ) | $ | (1,975,009 | ) | $ | (2,860,191 | ) | $ | (2,472,009 | ) | |||||
Net loss per common share:1 | |||||||||||||||||
Basic | $ | (10.67 | ) | $ | (10.83 | ) | $ | (15.72 | ) | $ | (13.57 | ) | |||||
Diluted | $ | (10.67 | ) | $ | (10.83 | ) | $ | (15.72 | ) | $ | (13.57 | ) | |||||
Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders: | |||||||||||||||||
Basic | 180,540 | 182,304 | 181,954 | 182,203 | |||||||||||||
Diluted | 180,540 | 182,304 | 181,954 | 182,203 | |||||||||||||
1 | Basic and diluted net loss per common share are computed independently for each of the components and quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted net loss per common share. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events |
The Company has evaluated all events or transactions that occurred after the balance sheet dates of December 31, 2013 and 2012, through March 28, 2014. | |
Subsequent to December 31, 2013, the Company has borrowed approximately $175,000 under the 2013 Convertible Bridge Notes. | |
Subsequent to December 31, 2013, the Company repaid in full the remaining amounts outstanding of approximately $70,000 due for laboratory equipment under financing agreements with a supplier, which is a business owned by a member of the Company’s board of directors. | |
Subsequent to December 31, 2013, the maximum amount of the Company’s line of credit discussed in Note 5 above was increased to approximately $2.6 million and common stock warrants were issued to four shareholders in conjunction with their guarantees on the Company’s additional borrowings under the line of credit. On February 10, 2014, the current outstanding balance under the line of credit of $2,346,000 plus accrued interest of $27,043 was paid in full. | |
Pursuant to an underwriting agreement dated February 4, 2014 between the Company and Aegis Capital Corp. (“Aegis”), as representative of the several underwriters named therein, an IPO of 1,900,000 shares of common stock at $10.00 per share was effected on February 5, 2014. The closing of the sale of these shares to the underwriters occurred on February 10, 2014. The Company received, after deducting underwriting discounts and additional costs incurred, approximately $16.7 million from the sale of these 1,900,000 shares. The underwriters had the option, through March 21, 2014, to purchase up to 285,000 shares of common stock at $9.30 per share to cover overallotments, which was not exercised. In addition, designees of Aegis were issued warrants to buy (in the aggregate) up to 95,000 shares of common stock at $12.50 per share. | |
On February 4, 2014, as contemplated by the registration statement covering the IPO, 69,421,047 shares of outstanding Series A Preferred Stock were converted into 1,652,851 shares of common stock and the Company’s certificate of incorporation was amended to provide for an authorized capitalization of 40,000,000 shares of common stock and 5,000,000 shares of preferred stock. | |
In connection with the closing of the Company’s IPO on February 10, 2014, (i) the $1,400,000 principal amount and $233,982 of accrued interest related to the 2008 Convertible Note were converted at $10.00 per share into a total of 163,399 shares of common stock, (ii) the $5,165,000 principal amount and $313,017 of accrued interest related to the 2013 Convertible Bridge Notes were converted at $10.00 per share into a total of 547,794 shares of common stock, (iii) the exercise price of the warrants associated with the 2013 Bridge Notes was fixed at $10.00 per share for an aggregate of 258,249 shares of common stock, (iv) the exercise price of the warrants associated with the $2,578,104 of collateral provided to secure the Company’s Line of Credit was fixed at $10.00 per share for an aggregate of 128,903 shares of common stock, (v) 73,151 shares of common stock vested as settlement of certain restricted stock and became issuable subsequent to the expiration of the 180 day lock-up period, (vi) the Company’s Executive Chairman ceased to be an employee and continues to serve as (non-executive) Chairman, (vii) the number of shares of common stock covered by the 2013 Equity Incentive Plan increased by 800,000, (viii) the preferred warrants previously outstanding were canceled due to early termination clauses associated with the IPO, and (ix) the exercise prices of common warrants previously outstanding were fixed, whereby the carrying amount of the associated liability was adjusted to fair value and then reclassified to shareholders’ deficit. | |
On February 13, 2014, the Compensation Committee of the Company’s Board of Directors approved the payment of $1,009,552 in deferred salary obligations, including contractual interest, to current and former named executive officers pursuant to previously existing agreements. An additional $172,089 in deferred salary obligations and interest thereon was paid to former employees other than named executive officers. Also on February 13, 2014, the Company’s Board of Directors approved annual cash retainers to non-employee directors, and granted 238,500 stock options under the 2013 Equity Incentive Plan to non-employee directors. Subsequently in February and March 2014, the Company’s Board of Directors approved grants of 97,298 stock options to employees and a non-employee director of the company. | |
On February 25, 2014, the aforementioned administrative proceeding filed with the California Labor Commissioner by the Company’s former Vice President of Operations was settled in full following payment of the remaining $25,000 due (see Note 16). | |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation |
Basis of Presentation | |
The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. | |
The unaudited condensed financial statements included in this prospectus have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions for Quarterly Reports on Form 10-Q. Accordingly, the condensed financial statements are unaudited and do not contain all the information required by U.S. Generally Accepted Accounting Principles (“GAAP”) to be included in a full set of financial statements. The unaudited condensed balance sheet at December 31, 2013 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for a complete set of financial statements. The audited financial statements for the year ended December 31, 2013, filed with the SEC with our Annual Report on Form 10-K on March 28, 2014, and included earlier in this prospectus, include a summary of our significant accounting policies and should be read in conjunction with these unaudited condensed financial statements. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in this prospectus. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results of operations for the entire year. | |
The Company and Business Activities | |
Biocept, Inc. (“the Company”) was founded in California in May 1997 and is a commercial-stage cancer diagnostics company developing and commercializing proprietary circulating tumor cell (CTC) and circulating tumor DNA (ctDNA) tests utilizing a standard blood sample to improve the treatment that oncologists provide to their patients by providing better, more detailed information on the characteristics of their tumor. | |
The Company operates a clinical laboratory that is CLIA-certified (under the Clinical Laboratory Improvement Amendment of 1988) and CAP-accredited (by the College of American Pathologists), and manufactures CEE microfluidic channels, related equipment and certain reagents to perform the Company’s diagnostic tests in a facility located in San Diego, California. CLIA certification and accreditation are required before any clinical laboratory may perform testing on human specimens for the purpose of obtaining information for the diagnosis, prevention, treatment of disease, or assessment of health. The tests the Company offers are classified as laboratory developed tests (LDTs), under the CLIA regulations. | |
In July 2013, the Company effected a reincorporation to Delaware by merging itself with and into Biocept, Inc., a Delaware corporation, which had been formed to be and was a wholly-owned subsidiary of the Company since July 23, 2013. | |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that requires netting unrecognized tax benefits against deferred tax assets for a loss or other carryforward that would apply in settlement of uncertain tax positions. This guidance is effective for annual reporting periods beginning after December 15, 2013, and was effective for the Company’s fiscal year beginning January 1, 2014. The adoption of this guidance did not have a material impact on the Company’s financial statements or disclosures. | |
In May 2014, the FASB issued authoritative guidance that requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The Company is currently in the process of evaluating the impact of the adoption of this guidance on its financial statements and disclosures. | |
In June 2014, the FASB issued authoritative guidance requiring share-based payments with a performance target which affects vesting and that could be achieved after the requisite service period be treated as a performance condition. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The Company does not expect adoption of this guidance to have a material impact on its financial statements or disclosures. | |
In August 2014, the FASB issued authoritative guidance requiring management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Certain additional financial statement disclosures are required if such conditions or events are identified. This guidance is effective for the annual reporting period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of this guidance on its financial statements and disclosures. |
Initial_Public_Offering
Initial Public Offering | 9 Months Ended |
Sep. 30, 2014 | |
Equity [Abstract] | |
Initial Public Offering | 2. Initial Public Offering |
Pursuant to an underwriting agreement dated February 4, 2014 between the Company and Aegis Capital Corp. (“Aegis”), as representative of the several underwriters named therein, an IPO of 1,900,000 shares of common stock at $10.00 per share was effected on February 5, 2014. The closing of the sale of these shares to the underwriters occurred on February 10, 2014. The Company received, after deducting underwriting discounts and additional costs paid to the underwriters, approximately $17,390,000 of net cash proceeds from the sale of these 1,900,000 shares. The total increase in capital as a result of the sale of these shares was approximately $16,458,000 after deducting $932,136 of additional non-underwriter costs incurred that are netted against these proceeds under applicable accounting guidance. Additionally, the underwriters were granted a 45 day option from the closing date of the IPO to purchase up to 285,000 shares of common stock at $9.30 per share to cover overallotments with a grant date fair value of $202,143 (see Note 4), which was not exercised. In addition, designees of Aegis were issued warrants to buy (in the aggregate) up to 95,000 shares of common stock at $12.50 per share with a term of five years and a grant date fair value of $544,116 (see Note 4). | |
On February 4, 2014, as contemplated by the registration statement covering the IPO, 69,421,047 shares of outstanding Series A Preferred Stock were converted into 1,652,851 shares of common stock and the Company’s certificate of incorporation was amended to provide for an authorized capitalization of 40,000,000 shares of common stock and 5,000,000 shares of preferred stock. | |
In connection with the closing of the Company’s IPO on February 10, 2014, (i) the $1,400,000 principal amount and $233,982 of accrued interest related to the 2008 Convertible Note were converted at $10.00 per share into a total of 163,399 shares of common stock, (ii) the $5,165,000 principal amount and $313,017 of accrued interest related to the 2013 Convertible Bridge Notes were converted at $10.00 per share into a total of 547,794 shares of common stock, (iii) the exercise price of the warrants associated with the 2013 Bridge Notes was fixed at $10.00 per share for an aggregate 258,249 shares of common stock, (iv) the exercise price of the warrants associated with the $2,578,104 of collateral provided to secure the Company’s Line of Credit was fixed at $10.00 per share for an aggregate 128,903 shares of common stock, (v) 73,151 shares of common stock vested as settlement of certain restricted stock units and became issuable subsequent to the expiration of the 180 day lock-up period, (vi) the Company’s Executive Chairman ceased to be an employee and continues to serve as non-executive Chairman, (vii) the number of shares of common stock covered by the 2013 Equity Incentive Plan increased by 800,000, (viii) all but 1,587 of the preferred warrants previously outstanding were canceled due to early termination clauses associated with the IPO, (ix) derivative warrant liabilities of $2,475,620 associated with the aggregate of 387,152 common stock warrants related to the Company’s 2013 Convertible Bridge Notes and Line of Credit were reclassified to additional paid-in capital when their underlying exercise price was fixed, (x) unamortized discounts of $996,024 related to the warrants associated with the 2013 Convertible Bridge Notes and Line of Credit were reclassified to interest expense, and (xi) offering costs associated with the IPO of $932,136 were reclassified from prepaid expenses and other current assets to additional paid-in capital, while additional underwriter IPO costs and discounts of $279,760 and $1,330,000, respectively, were netted against the proceeds from the IPO and are reflected as an offset to additional paid-in capital. | |
Subsequent to December 31, 2013, the maximum amount of the Company’s Line of Credit was increased to approximately $2.6 million and common stock warrants were issued to four shareholders in conjunction with their guarantees on the Company’s additional borrowings under the line of credit. On February 10, 2014, the current outstanding balance under the line of credit of $2,346,000 plus accrued interest of $27,043 was paid in full using the net proceeds from the IPO. | |
On February 13, 2014, the Compensation Committee of the Company’s Board of Directors approved the payment of an aggregate $1,009,552 in deferred salary obligations, including contractual interest, to current and former named executive officers pursuant to previously existing agreements, which was fully disbursed by April 2014 using the net proceeds from the IPO. An additional $344,883 in deferred salary obligations and interest thereon was paid to former employees other than named executive officers. Also on February 13, 2014, in connection with the closing of the IPO and pursuant to a Board resolution for a director compensation policy adopted in 2013, the Company’s Board of Directors approved annual cash retainers to non-employee directors, and granted 238,500 stock options under the 2013 Equity Incentive Plan to non-employee directors. These option awards vest in equal annual installments over 3 years from the date of grant with a 10 year term, subject to continuing service requirements (see Note 7). Subsequently in February 2014, the Company’s Board of Directors approved grants of 54,298 stock options as a result of the closing of the IPO pursuant to the terms of underlying employment agreements. Included in the stock options granted pursuant to the terms of underlying employment agreements are 53,108 option awards granted to the Company’s non-executive Chairman, which vested fully on the date of grant (see Note 7). | |
Under the terms of certain employment agreements with executive officers, the Company incurred additional cash compensation expense of $150,000 immediately, and $225,000 annually, upon the closing of its IPO. All payments required under these agreements as a result of the closing of the Company’s IPO on February 10, 2014 have been subsequently made in February and March 2014, using the net proceeds from the IPO. | |
During the nine months ended September 30, 2014, the Company repaid in full the remaining amounts outstanding of approximately $70,000 due for laboratory equipment under financing agreements with a supplier, which is a business owned by a member of the Company’s board of directors, using the net proceeds from the IPO. |
Liquidity_Going_Concern_Uncert
Liquidity & Going Concern Uncertainty | 9 Months Ended |
Sep. 30, 2014 | |
Cash And Cash Equivalents [Abstract] | |
Liquidity & Going Concern Uncertainty | 3. Liquidity & Going Concern Uncertainty |
These unaudited condensed financial statements have been prepared and presented on a basis assuming the Company will continue as a going concern. The factors below raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty. | |
At December 31, 2013 and September 30, 2014, the Company had accumulated deficits of approximately $122,421,000 and $134,405,000, respectively. For the three and nine months ended September 30, 2014, the Company incurred net losses of approximately $3,860,000 and $11,985,000, respectively. While the Company is currently in the commercialization stage of operations, the Company has not yet achieved profitability and anticipates that it will continue to incur net losses in the foreseeable future. | |
Historically, the Company’s principal sources of cash have included proceeds from the issuance of common and preferred stock, proceeds from the issuance of debt, and revenues from clinical laboratory testing through contracted partners. The Company’s principal uses of cash have included cash used in operations, payments relating to purchases of property and equipment and repayments of borrowings. The Company expects that the principal uses of cash in the future will be for continuing operations, hiring of sales and marketing personnel and increased sales and marketing activities, funding of research and development, capital expenditures, and general working capital requirements. The Company expects that, as revenues grow, sales and marketing and research and development expenses will continue to grow, albeit at a slower rate and, as a result, the Company will need to generate significant net revenues to achieve and sustain income from operations. | |
As of September 30, 2014, cash and cash equivalents totaled approximately $8,820,000. On February 10, 2014, the Company received cash proceeds of approximately $17,390,000 as a result of the closing of its IPO, net of underwriting discounts and additional underwriting costs incurred (see Note 2). On April 30, 2014, the Company received net cash proceeds of approximately $4,927,000 pursuant to the execution of a term loan agreement with Oxford Finance LLC (see Note 6). Management expects that the Company will need additional financing in the future to execute on its current or future business strategies beyond the next six months. Until the Company can generate significant cash from operations, the Company expects to continue to fund its operations with the proceeds of offerings of the Company’s equity and debt securities. Management can provide no assurances that any sources of a sufficient amount of financing will be available to the Company on favorable terms, if at all. In addition to test revenues, such financing may be derived from one or more of the following types of transactions: debt, equity, product development, technology licensing or collaboration. |
Fair_Value_Measurement
Fair Value Measurement | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||
Fair Value Measurement | 4. Fair Value Measurement | |||||||||||
The Company uses a three-tier fair value hierarchy to prioritize the inputs used in the Company’s fair value measurements. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company believes the carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their estimated fair values due to the short-term maturities of these financial instruments. | ||||||||||||
Warrant Liability Derivatives | ||||||||||||
The Company classified the fair value measurements of the Company’s warrant liability derivatives as Level 3 in all periods presented. The Company adjusted the carrying value of the warrants classified as liabilities until the completion of its IPO on February 10, 2014, at which time the exercise price was fixed at $10.00 per share and the fair value of the warrants was reclassified to shareholders’ deficit, except for a warrant for 1,587 preferred shares that remains outstanding at September 30, 2014 (see Note 2). | ||||||||||||
The aggregate fair value of the Company’s warrant liability at the closing of the IPO on February 10, 2014 was estimated using a Black-Scholes valuation model with the following assumptions for the five-year term and two-year term common stock warrants, respectively: | ||||||||||||
Five-year term | Two-year term | |||||||||||
Stock price | $ | 8.91 | $ | 8.91 | ||||||||
Exercise price | $ | 10 | $ | 10 | ||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||
Discount rate-bond equivalent yield | 1.48 | % | 0.32 | % | ||||||||
Expected life (in years) | 5 | 2 | ||||||||||
Expected volatility | 90 | % | 90 | % | ||||||||
The fair value attributed to such warrants as of December 31, 2013 and September 30, 2014 is as follows: | ||||||||||||
Fair Value Measurements Using | ||||||||||||
Quoted Prices | Significant | |||||||||||
in Active | Other | Significant | ||||||||||
Markets for | Observable | Unobservable | ||||||||||
Identical Assets | Inputs | Inputs | ||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||
Liabilities | ||||||||||||
Warrant Liability at December 31, 2013 | — | — | 2,140,532 | |||||||||
Warrant Liability at September 30, 2014 | — | — | 1,128 | |||||||||
The following table includes a summary of changes in the fair value of the warrants for the nine months ended September 30, 2014: | ||||||||||||
Fair Value Measurements | ||||||||||||
at Reporting Date Using | ||||||||||||
Significant Unobservable | ||||||||||||
Inputs (Level 3) | ||||||||||||
Balance at December 31, 2013 | $ | 2,140,532 | ||||||||||
Warrant liability incurred | 135,222 | |||||||||||
Change in fair value included in expense | 200,994 | |||||||||||
Warrant liability reclassified to additional paid-in capital | (2,475,620 | ) | ||||||||||
Balance at September 30, 2014 | $ | 1,128 | ||||||||||
Other Fair Value Measurements | ||||||||||||
In connection with the closing of the Company’s IPO on February 10, 2014, the IPO’s underwriters were granted a 45 day option to purchase up to 285,000 shares of common stock to cover overallotments with a grant date fair value of $202,143, which was not exercised. Additionally, certain designees of the representative of the underwriters were issued warrants to buy (in the aggregate) up to 95,000 shares of common stock with a grant date fair value of $544,116. The fair values of these stock option and common stock warrants were estimated using probability weighted Black-Scholes valuation models with the following assumptions: | ||||||||||||
Options | Warrants | |||||||||||
Stock price | $ | 8.91 | $ | 8.91 | ||||||||
Exercise price | $ | 9.3 | $ | 12.5 | ||||||||
Expected dividend yield | 0 | % | 0 | % | ||||||||
Discount rate-bond equivalent yield | 0.07 | % | 1.46 | % | ||||||||
Expected life (in years) | 0.12 | 5 | ||||||||||
Expected volatility | 70 | % | 90 | % | ||||||||
The estimated grant date fair values of these non-cash equity classified instruments were recorded as an offset to additional paid-in capital within common stock issuance costs. | ||||||||||||
In connection with the closing of the Company’s Credit Facility on April 30, 2014, the lender was granted a warrant to purchase 52,966 shares of common stock with a 10 year term and an estimated grant date fair value of $233,107 (see Note 6). The fair value of this warrant was estimated using a Black-Scholes valuation model with the following assumptions: | ||||||||||||
Stock price | $ | 4.74 | ||||||||||
Exercise price | $ | 4.72 | ||||||||||
Expected dividend yield | 0 | % | ||||||||||
Discount rate-bond equivalent yield | 2.67 | % | ||||||||||
Expected life (in years) | 10 | |||||||||||
Expected volatility | 110 | % | ||||||||||
The estimated grant date fair value of this non-cash equity classified instrument was recorded as a discount to outstanding debt and is amortized to interest expense utilizing the effective interest method over the underlying term of the loan. | ||||||||||||
The estimated fair value of the Company’s Credit Facility at September 30, 2014 approximated carrying value, which was determined using a discounted cash flow analysis. The analysis considered interest rates of instruments with similar maturity dates, which involved the use of significant unobservable Level 3 inputs (see Note 6). |
Credit_Facility
Credit Facility | 9 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | |
Debt | 6. Credit Facility |
Effective as of April 30, 2014, the Company entered into a loan and security agreement (the “Credit Facility”) in an aggregate principal amount of up to $10.0 million with Oxford Finance LLC (“Oxford”) for working capital and general business purposes. The first term loan under the Credit Facility was funded on April 30, 2014 in a principal amount of $5.0 million. A second term loan of up to a principal amount of $5.0 million will be funded at the Company’s request prior to December 31, 2015, subject to the achievement of product and services revenues of at least $9.0 million for the trailing six month period by November 30, 2015. In connection with the first term loan under the Credit Facility, a facility fee of $50,000 was charged and an additional $50,000 facility fee will be due upon execution of the second term loan under the Credit Facility. The Credit Facility is secured by substantially all of the Company’s assets other than its intellectual property. Each term loan under the credit facility bears interest at an annual rate equal to the greater of (i) 7.95% or (ii) the sum of (a) the three-month U.S. LIBOR rate reported in the Wall Street Journal three business days prior to the funding date of the applicable term loan, plus (b) 7.71%. The Company is required to make interest-only payments on the first term loan through February 1, 2016 if the funding date of the second term loan occurs before June 30, 2015, or through August 1, 2015 otherwise. If executed, interest-only payments are required to be made on the second term loan through February 1, 2016 if the funding date of the second term loan occurs before June 30, 2015, or through the seventh month following the funding date of the second term loan otherwise. The first term loan under the credit facility matures on July 1, 2018, and the second term loan matures on the first day of the 29th month following the end of the applicable interest-only period. Upon repayment of each term loan, the Company is also required to make a final payment equal to 5.50% of the original principal amount(s) funded. At the Company’s option, the outstanding principal balance of the term loans may be repaid in whole but not in part, subject to a prepayment fee of 3% of any amount prepaid if the prepayment occurs on or prior to April 30, 2015, 2% of the amount prepaid if the prepayment occurs after April 30, 2015 but on or prior to April 30, 2016, and 1% of any amount prepaid after April 30, 2016. Additionally, a warrant to purchase up to 52,966 shares of the Company’s common stock at an exercise price of $4.72 per share with a term of 10 years was issued to Oxford on April 30, 2014 (see Note 4). Additional warrants for shares of the Company’s common stock will be issued upon execution of the second term loan under the Credit Facility in an amount equal to 5.0% of the funded amount divided by the exercise price, which will be equal to the lower of (i) the closing price per share of the Company’s common stock on the NASDAQ on the date prior to the funding date of the second term loan or (ii) the ten-day average closing price per share prior to the funding date of the second term loan. | |
Issuance costs of $73,104 associated with the first term loan under the Credit Facility were deducted from the gross proceeds by the lender and were recorded as a discount to outstanding debt as of the closing date, resulting in net proceeds of $4,926,896. Other issuance costs of $28,932 directly related to the Credit Facility but not associated with the lender were recorded as a component of other non-current assets in the unaudited condensed balance sheet. The estimated fair value of the warrant issued of $233,107 was recorded as a discount to outstanding debt as of the closing date. The discounts and other issuance costs are amortized to interest expense utilizing the effective interest method over the underlying term of the loan. The total amount of interest expense recorded during the three and nine months ended September 30, 2014 related to the Credit Facility was $144,717 and $240,850, respectively. The Credit Facility bears an effective annual interest rate of 10.81% at both April 30, 2014 and September 30, 2014. |
Stockbased_Compensation
Stock-based Compensation | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2014 | ||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||||||||||||
Accounting for Stock-Based Compensation Expense | 7. Stock-based Compensation | 10. Accounting for Stock-Based Compensation Expense | |||||||||||||||||||||||||||
Stock Options | 2007 Equity Incentive Plan | ||||||||||||||||||||||||||||
A summary of stock option activity for option awards granted under the Company’s 2007 Equity Incentive Plan and 2013 Equity Incentive Plan for the nine months ended September 30, 2014 is as follows: | The 2007 Equity Incentive Plan (“2007 Plan”) authorizes the grant of the following types of awards: (i) nonstatutory stock options, or NSOs, (ii) incentive stock options, or ISOs, (iii) restricted stock awards, (iv) restricted stock unit awards, or RSUs, (v) stock appreciation rights, or SARs, (vi) performance awards, and (vii) other stock awards. Awards may be granted to employees, officers, non-employee board members, consultants, and other service providers of the Company. However, ISOs may not be granted to non-employees. Prior to November 2011, the Company was authorized to issue 7,500,000 options under the 2007 Plan. In conjunction with the 1:3 reverse common stock split in November 2011, the number of shares authorized under the 2007 Plan decreased to 2,500,000 shares and further reduced to 178,571 shares as a result of the 1:14 reverse split in November 2013. As of December 31, 2012 and 2013, shares available for grant under the 2007 Plan were 50,127 and 77,061, respectively. | ||||||||||||||||||||||||||||
2013 Equity Incentive Plan | |||||||||||||||||||||||||||||
Average | In July 2013, the Company adopted a new stock-based compensation plan entitled the 2013 Equity Incentive Plan (“2013 Plan”). The 2013 Plan authorizes the grant of the following types of awards: (i) nonstatutory stock options, (ii) ISOs, (iii) restricted stock awards, (iv) restricted stock unit awards, (v) stock appreciation rights, and (vi) performance compensation awards. Awards may be granted to employees, officers, non-employee board members, consultants, and other service providers of the Company. However, ISOs may not be granted to non-employees. The Company has authorized a total of 403,571 shares of common stock for issuance pursuant to all awards granted under the 2013 Equity Incentive Plan, subject to an increase of 800,000 shares upon the completion of an IPO, and subject to additional increases every January 1 equal to the lesser of (i) 5% of the Company’s outstanding common stock on such January 1, or (ii) a number of shares determined by the Company’s board of directors in its discretion for use on such particular January 1. As of December 31, 2013, 401,640 stock options and RSUs have been granted under the 2013 Plan, and 1,931 shares are available for grant under the 2013 Plan. On February 10, 2014, in connection with the closing of the Company’s IPO, the number of shares of common stock covered by the 2013 Plan increased by 800,000. Additionally, 335,798 options were granted under the 2013 Plan in February and March 2014 (see Note 18). | ||||||||||||||||||||||||||||
Weighted | Remaining | Options granted under either plan vest over a maximum period of four years and expire ten years from the date of grant. Options generally vest either (i) over four years, 25% on the one year anniversary of the date of grant and monthly thereafter for the remaining three years; or (ii) over four years, monthly vesting beginning month-one after the grant and monthly thereafter. Certain options have been granted which vest 50% on the grant date and monthly thereafter for the remaining two years. | |||||||||||||||||||||||||||
Number of | Average Exercise | Contractual | The fair value of stock options is determined on the date of grant using the Black-Scholes valuation model. Such value is recognized as expense over the requisite service period, net of estimated forfeitures, using the straight-line method. The determination of the fair value of stock options is affected by the Company’s stock price, as well as assumptions regarding a number of complex and subjective variables. The volatility assumption is based on a combination of the historical volatility of the Company’s common stock and the volatilities of similar companies over a period of time equal to the expected term of the stock options. The volatilities of similar companies are used in conjunction with the Company’s historical volatility because of the lack of sufficient relevant history for the Company’s common stock equal to the expected term. The expected term of employee stock options represents the weighted-average period the stock options are expected to remain outstanding. The expected term assumption is estimated based primarily on the options’ vesting terms and remaining contractual life and employees’ expected exercise and post-vesting employment termination behavior. The risk-free interest rate assumption is based upon observed interest rates on the grant date appropriate for the term of the employee stock options. The dividend yield assumption is based on the expectation of no future dividend payouts by the Company. | ||||||||||||||||||||||||||
Shares | Price Per Share | Term in Years | The assumptions used in the Black-Scholes pricing model for options granted during the years ended December 31, 2012 and 2013 are as follows: | ||||||||||||||||||||||||||
Vested and unvested expected to vest, December 31, 2013 | 331,540 | $ | 5.14 | 9.3 | |||||||||||||||||||||||||
Outstanding at December 31, 2013 | 333,106 | $ | 5.14 | 9.3 | |||||||||||||||||||||||||
Granted | 594,798 | $ | 7.06 | For the years ended December 31, | |||||||||||||||||||||||||
Exercised | — | — | 2012 | 2013 | |||||||||||||||||||||||||
Cancelled/forfeited/expired | (52,862 | ) | $ | 4.66 | Volatility | 96.8 | % | 105 | % | ||||||||||||||||||||
Outstanding at September 30, 2014 | 875,042 | $ | 6.47 | 9.2 | Risk-free interest rate | 0.79% – 1.15 | % | 1.38 – 1.69 | % | ||||||||||||||||||||
Vested and unvested expected to vest, September 30, 2014 | 871,124 | $ | 6.48 | 9.2 | Dividend yield | 0 | % | 0 | % | ||||||||||||||||||||
The intrinsic values of options outstanding and options vested and unvested expected to vest at September 30, 2014 were zero. | Expected term (years) | 6.08 | 5.26 – 6.02 | ||||||||||||||||||||||||||
The fair values of option awards granted during the nine months ended September 30, 2014 were estimated using a Black-Scholes pricing model with the following assumptions: | Expected forfeiture rate | 0 | % | 0.00 – 5.00 | % | ||||||||||||||||||||||||
Using the assumptions described above, the weighted-average estimated fair value of options granted in 2012 and 2013 were approximately $1.82 and $4.43, respectively. | |||||||||||||||||||||||||||||
Stock and exercise prices | $4.38 - $9.11 | A summary of stock option activity for 2012 and 2013 is as follows: | |||||||||||||||||||||||||||
Expected dividend yield | 0.00% | ||||||||||||||||||||||||||||
Discount rate-bond equivalent yield | 1.56% – 2.06% | ||||||||||||||||||||||||||||
Expected life (in years) | 5.00 – 6.08 | Number of | Weighted | Average | |||||||||||||||||||||||||
Expected volatility | 90.0% – 100.0% | Shares | Average Exercise | Remaining | |||||||||||||||||||||||||
Expected forfeiture rate | 0.00% – 5.00% | Price Per Share | Contractual | ||||||||||||||||||||||||||
Using the assumptions described above, with stock and exercise prices being equal on date of grant, the weighted-average estimated fair value of options granted in the nine months ended September 30, 2014 was $5.51 per share. | Term in Years | ||||||||||||||||||||||||||||
Further information about the options outstanding and exercisable at September 30, 2014 is as follows: | Outstanding at December 31, 2011 | 78,987 | $ | 4.9 | 8.3 | ||||||||||||||||||||||||
Granted | 330 | 4.62 | |||||||||||||||||||||||||||
Weighted | Exercised | — | — | ||||||||||||||||||||||||||
Weighted | Average | Cancelled/forfeited/expired | (15,799 | ) | 4.92 | ||||||||||||||||||||||||
Average | Total Shares | Contractual | Total Shares | ||||||||||||||||||||||||||
Exercise Price | Outstanding | Life (in years) | Exercisable | Outstanding at December 31, 2012 | 63,518 | $ | 4.97 | 6.2 | |||||||||||||||||||||
$ | 4.38 | 86,458 | 9.6 | 8,540 | |||||||||||||||||||||||||
$ | 4.62 | 19,928 | 6.5 | 17,473 | Granted | 300,438 | 5.18 | ||||||||||||||||||||||
$ | 5.03 | 21,500 | 9.8 | — | Exercised | (4,021 | ) | 5 | |||||||||||||||||||||
$ | 5.04 | 8,233 | 4.8 | 8,233 | Cancelled/forfeited/expired | (26,829 | ) | 5.2 | |||||||||||||||||||||
$ | 5.18 | 285,625 | 8.8 | 159,406 | |||||||||||||||||||||||||
$ | 5.35 | 117,500 | 9.7 | 4,686 | Outstanding at December 31, 2013 | 333,106 | $ | 5.14 | 9.3 | ||||||||||||||||||||
$ | 7.5 | 43,000 | 9.5 | — | |||||||||||||||||||||||||
$ | 8.88 | 238,500 | 9.4 | — | Vested and unvested expected to vest, December 31, 2013 | 331,540 | $ | 5.14 | 9.3 | ||||||||||||||||||||
$ | 9.11 | 54,298 | 9.4 | 54,298 | |||||||||||||||||||||||||
875,042 | 252,636 | The intrinsic value of options exercised during the year ended December 31, 2013 was $3,450. The intrinsic value of options outstanding and vested and unvested expected to vest at December 31, 2013 was $8,204 and $8,192, respectively. | |||||||||||||||||||||||||||
The intrinsic value of options exercisable at September 30, 2014 was zero. | The Company received $20,105 in proceeds from stock options exercised during the year ended December 31, 2013. The tax benefit related to stock options exercised during the year ended December 31, 2013 was not significant. | ||||||||||||||||||||||||||||
Performance Stock Units | Further information about the options outstanding and exercisable at December 31, 2012 and 2013 is as follows: | ||||||||||||||||||||||||||||
On June 12, 2014, the Company’s Board of Directors approved the issuance of 44,496 Restricted Stock Units (“RSUs”) to its Chief Executive Officer pursuant to its 2013 Equity Incentive Plan. Vesting of the RSU’s may occur based on the Company’s achievement of specified objectives as determined by the Company’s Board of Directors or Compensation Committee, as follows: | |||||||||||||||||||||||||||||
Percentage of | Options Outstanding and Exercisable at December 31, 2012 | ||||||||||||||||||||||||||||
Overall RSU | Weighted | Total Shares | Weighted | Total Shares | |||||||||||||||||||||||||
Grant Subject to | Average | Outstanding | Average | Exercisable | |||||||||||||||||||||||||
Vesting | Exercise Price | Contractual | |||||||||||||||||||||||||||
Target | Life (in years) | ||||||||||||||||||||||||||||
Minimum revenue in 2015 | 25 | % | $4.62 | 33,031 | 7.2 | 16,173 | |||||||||||||||||||||||
Maximum EBITDA loss in 2015 | 15 | % | $5.04 | 30,408 | 5.1 | 28,244 | |||||||||||||||||||||||
Attainment of financial plan for fiscal 2015 | 20 | % | $125.58 | 79 | 1.1 | 79 | |||||||||||||||||||||||
Minimum value of strategic agreements by December 31, 2015 | 20 | % | |||||||||||||||||||||||||||
Implementation of four new diagnostic test panels by | 20 | % | 63,518 | 44,496 | |||||||||||||||||||||||||
December 31, 2015 | |||||||||||||||||||||||||||||
Total | 100 | % | |||||||||||||||||||||||||||
The amount of compensation expense recognized is based on management’s estimate of the most likely outcome. | |||||||||||||||||||||||||||||
Stock-based Compensation Expense | Options Outstanding and Exercisable at December 31, 2013 | ||||||||||||||||||||||||||||
The following table presents the effects of stock-based compensation related to equity awards to employees and nonemployees on the unaudited condensed statement of operations and comprehensive loss during the periods presented: | Weighted | Total Shares | Weighted | Total Shares | |||||||||||||||||||||||||
Average | Outstanding | Average | Exercisable | ||||||||||||||||||||||||||
For the three months ended | For the nine months ended | Exercise Price | Contractual | ||||||||||||||||||||||||||
September 30, | September 30, | Life (in years) | |||||||||||||||||||||||||||
2013 | 2014 | 2013 | 2014 | $4.62 | 20,208 | 7.3 | 13,731 | ||||||||||||||||||||||
Stock Options | $5.04 | 12,460 | 5.5 | 12,455 | |||||||||||||||||||||||||
Research and development expenses | $ | 246,313 | $ | 35,569 | $ | 253,828 | $ | 149,626 | $5.18 | 300,438 | 9.6 | 110,825 | |||||||||||||||||
General and administrative expenses | 141,693 | 236,769 | 155,197 | 908,490 | |||||||||||||||||||||||||
Sales and marketing expenses | — | 27,834 | — | 46,762 | 333,106 | 137,011 | |||||||||||||||||||||||
Total expenses related to stock options | 388,006 | 300,172 | 409,025 | 1,104,878 | |||||||||||||||||||||||||
RSUs | The intrinsic value of options exercisable at December 31, 2013 was $5,575. | ||||||||||||||||||||||||||||
Research and development expenses | — | 7,500 | — | 22,500 | Restricted Stock Units (“RSUs”) | ||||||||||||||||||||||||
General and administrative expenses | — | 13,750 | 274,371 | 379,208 | In November 2010, the Company issued to a member of the board of directors a restricted stock unit award for 390,000 shares of Series BB preferred stock. In November 2011, these RSUs were modified to be redeemable for Series A preferred stock under the same terms and conditions of the original grant. The shares will not vest unless a change in control, as defined, or IPO occurs within 10 years of the vesting commencement date of October 2010. There will be no expense to record for these awards unless and until it becomes probable that the award will vest. As of December 31, 2012 and 2013, it was not probable that these awards will vest and therefore, no expense was recorded during the years ended December 31, 2012 or 2013. | ||||||||||||||||||||||||
Total stock-based compensation | $ | 388,006 | $ | 321,422 | $ | 683,396 | $ | 1,506,586 | In March 2011, the Company awarded a restricted stock unit award to a member of the board of directors for 428,597 shares of Series BB preferred stock. Also in March 2011, the Company awarded an additional performance-based restricted stock unit award for an estimated 574,108 shares of Series BB preferred stock to the same member. In November 2011, these RSUs were modified to be redeemable for Series A preferred stock under the same terms and conditions of the original grant. The number of shares in the restricted stock units is based on certain milestones to be achieved. None of the shares under either award vest unless a change in control or IPO occurs within 10 years after January 1, 2011. There will be no expense to record for these awards until it becomes probable that an award will vest. As of December 31, 2012 and 2013, it was not probable that these awards will vest and therefore, no expense was recorded during the years ended December 31, 2012 or 2013. | ||||||||||||||||||||
As of September 30, 2014, total unrecognized stock-based compensation expense related to unvested stock option and RSU awards, adjusted for estimated forfeitures, was approximately $2,916,000 and $71,000, respectively, and is expected to be recognized over a weighted-average period of 2.7 years and 0.8 years, respectively. | The board of directors approved a resolution in December 2010, that each January 1 each person (other than two identified individuals) who is serving as a non-employee director on such January 1 shall be automatically granted an annual restricted stock unit award covering a number of common shares equal to 0.25% of the fully diluted outstanding common stock of the Company as of the December 31 immediately preceding such January 1. These restricted stock unit awards will be granted automatically on each January 1 and will vest in equal monthly installments over 12 months from the date of the grant. Additionally, in January 2012, each person (other than two identified individuals) who is serving as a non-employee director is to be granted a “true up grant” in addition to the annual grant covering a number of common shares equal to 0.25% of the fully diluted outstanding common shares of the Company as of the immediately preceding December 31. These grants will vest 100% on the date of the grant. In January 2012, five restricted stock unit awards for a total of 20,930 common shares were granted in accordance with this resolution. In addition, on January 1, 2012, an additional five restricted stock unit awards were granted to non-employee directors for a total of 20,930 common shares, vesting immediately upon grant. Although vested, shares are only delivered on the earlier of (i) the date that is 10 years from the grant date, (ii) the date of a change in control, (iii) the date of termination of the holder from the Company, (iv) the date of death or disability, or (v) the date of an unforeseeable emergency as described in Internal Revenue Code section 409A. | ||||||||||||||||||||||||||||
The RSU awards due to be granted on January 1, 2013 were not granted during the year ended December 31, 2013. In lieu of this issuance, RSU awards for 8,735 shares of common stock each were granted to three directors and an RSU award for 14,285 shares of common stock was granted to another director, on July 31, 2013. All RSUs issued in July 2013 vest in equal monthly installments over five months beginning August 1, 2013. The shares underlying the 2013 awards will be distributed no later than August 20, 2014. | |||||||||||||||||||||||||||||
In August 2013, 60,712 RSU awards were granted to certain executive employees. These awards vest 50% on the date of grant, with the remaining 50% vesting in equal monthly installments over twenty-four months beginning August 31, 2013. | |||||||||||||||||||||||||||||
Stock-based Compensation Expense | |||||||||||||||||||||||||||||
The following table presents the effects of stock-based compensation related to equity awards to employees and nonemployees on the statement of operations during the periods presented: | |||||||||||||||||||||||||||||
For the years ended | |||||||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||||||
2012 | 2013 | ||||||||||||||||||||||||||||
Stock Options | |||||||||||||||||||||||||||||
Research and development expenses | $ | 32,210 | $ | 298,618 | |||||||||||||||||||||||||
General and administrative expenses | 22,530 | 221,726 | |||||||||||||||||||||||||||
Sales and marketing expenses | 3,994 | — | |||||||||||||||||||||||||||
Total expenses related to stock options | 58,734 | 520,344 | |||||||||||||||||||||||||||
RSUs | |||||||||||||||||||||||||||||
Research and development expenses | — | 72,500 | |||||||||||||||||||||||||||
General and administrative expenses | 193,400 | 359,677 | |||||||||||||||||||||||||||
Total stock-based compensation | $ | 252,134 | $ | 952,521 | |||||||||||||||||||||||||
As of December 31, 2013, total unrecognized share-based compensation expense related to nonvested stock option and RSU awards, adjusted for estimated forfeitures, was approximately $861,000 and $135,000, respectively, and is expected to be recognized over a weighted-average period of approximately 2.8 years and 1.6 years, respectively. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | |||||||||||||
Accounting Policies [Abstract] | ||||||||||||||
The Company and Business Activities | The Company and Business Activities | Biocept, Inc. (“the Company”) was founded in California in May 1997 and is a commercial-stage cancer diagnostics company developing and commercializing proprietary circulating tumor cell (CTC) and circulating tumor DNA (ctDNA) tests utilizing a standard blood sample to improve the treatment that oncologists provide to their patients by providing better, more detailed information on the characteristics of their tumor. | ||||||||||||
Biocept, Inc. (“the Company”) was founded in California in May 1997 and is a commercial-stage cancer diagnostics company developing and commercializing proprietary circulating tumor cell (CTC) and circulating tumor DNA (ctDNA) tests utilizing a standard blood sample to improve the treatment that oncologists provide to their patients by providing better, more detailed information on the characteristics of their tumor. | The Company operates a clinical laboratory that is CLIA-certified (under the Clinical Laboratory Improvement Amendment of 1988) and CAP-accredited (by the College of American Pathologists), and manufactures CEE microfluidic channels, related equipment and certain reagents to perform the Company’s diagnostic tests in a facility located in San Diego, California. CLIA certification and accreditation are required before any clinical laboratory may perform testing on human specimens for the purpose of obtaining information for the diagnosis, prevention, treatment of disease, or assessment of health. The tests the Company offers are classified as laboratory developed tests (LDTs), under the CLIA regulations. | |||||||||||||
The Company operates a clinical laboratory that is CLIA-certified (under the Clinical Laboratory Improvement Amendment of 1988) and CAP-accredited (by the College of American Pathologists), and manufactures CEE microfluidic channels, related equipment and certain reagents to perform the Company’s diagnostic tests in a facility located in San Diego, California. CLIA certification and accreditation are required before any clinical laboratory may perform testing on human specimens for the purpose of obtaining information for the diagnosis, prevention, treatment of disease, or assessment of health. The tests the Company offers are classified as laboratory developed tests (LDTs), under the CLIA regulations. | In July 2013, the Company effected a reincorporation to Delaware by merging itself with and into Biocept, Inc., a Delaware corporation, which had been formed to be and was a wholly-owned subsidiary of the Company since July 23, 2013. | |||||||||||||
In July 2013, the Company effected a reincorporation to Delaware by merging itself with and into Biocept, Inc., a Delaware corporation, which had been formed to be and was a wholly-owned subsidiary of the Company since July 23, 2013. | ||||||||||||||
Basis of Presentation | Basis of Presentation | Basis of Presentation | ||||||||||||
The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. | The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. | |||||||||||||
The unaudited condensed financial statements included in this prospectus have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions for Quarterly Reports on Form 10-Q. Accordingly, the condensed financial statements are unaudited and do not contain all the information required by U.S. Generally Accepted Accounting Principles (“GAAP”) to be included in a full set of financial statements. The unaudited condensed balance sheet at December 31, 2013 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for a complete set of financial statements. The audited financial statements for the year ended December 31, 2013, filed with the SEC with our Annual Report on Form 10-K on March 28, 2014, and included earlier in this prospectus, include a summary of our significant accounting policies and should be read in conjunction with these unaudited condensed financial statements. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in this prospectus. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results of operations for the entire year. | Certain prior period amounts have been reclassified to conform to the current period presentation. Such reclassifications did not affect the Company’s Balance Sheets, Results of Operations or Cash Flows for the years ended December 31, 2012 and 2013. | |||||||||||||
Use of Estimates | Use of Estimates | |||||||||||||
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates these estimates and judgments, including those related to inventories, long-lived assets, convertible debt, derivative liabilities, income taxes, and stock-based compensation. The Company bases its estimates on various assumptions that it believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. | ||||||||||||||
Unaudited Pro Forma Information | Unaudited Pro Forma Information | |||||||||||||
The unaudited pro forma balance sheet information as of December 31, 2013 gives effect to (i) the automatic conversion of all outstanding shares of the Company’s Series A preferred stock into 1,652,851 shares of common stock, (ii) the conversion of convertible promissory notes and accrued interest of approximately $6,886,000 (as of December 31, 2013) into an aggregate of 688,610 shares of the Company’s common stock in connection with the closing of the Company’s IPO, (iii) the write-off of $874,158 to interest expense for the unamortized debt discount on notes payable, (iv) the reclassification to line of credit of $315,243 for the unamortized debt discount previously classified against notes payable, (v) the issuance of an estimated 73,151 shares of common stock upon such IPO pursuant to the settlement of certain restricted stock units in accordance with their terms, (vi) the termination of certain warrants upon the closing of the Company’s IPO in accordance with their terms and (vii) the reclassification to shareholders’ deficit of the fair value of certain warrants the exercise price and/or exercisability period length of which will be fixed upon the closing of the Company’s IPO in accordance with their terms, assuming for all such items an IPO price of $10.00 per share. | ||||||||||||||
The unaudited pro forma balance sheet information as of December 31, 2013 assumes that the completion of the Company’s IPO had occurred as of December 31, 2013, and excludes shares of common stock issued in the IPO and any related net proceeds. In October 2013 the Board of Directors approved an amendment of the Company’s certificate of incorporation, to be filed in connection with the Company’s IPO, which would decrease the number of common shares authorized to 40,000,000 and decrease the number of preferred shares authorized to 5,000,000. | ||||||||||||||
Reverse Stock Split and Change in Par Value of Common Stock and Preferred Stock | Reverse Stock Split and Change in Par Value of Common Stock and Preferred Stock | |||||||||||||
In November 2011, the Company effected a 1:3 reverse stock split of the Company’s common shares. In addition, in July 2013, in conjunction with its reincorporation in the state of Delaware, the Company initiated par values for preferred and common shares equal to $0.0001. On November 1, 2013, the Company effected a 1:14 reverse stock split for all common shares. All references to share and per share amounts in the financial statements and accompanying notes to the financial statements have been retroactively restated to reflect the 1:14 reverse stock split and the change in par value. | ||||||||||||||
Revenue Recognition | Revenue Recognition | |||||||||||||
Revenue is recognized in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition, and ASC 954-605 Health Care Entities, Revenue Recognition which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred and title and the risks and rewards of ownership have been transferred to the client or services have been rendered; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. For contract partners, revenue is recorded based upon the contractually agreed upon fee schedule. When assessing collectability, the Company considers whether there is sufficient payment history to reliably estimate a payor’s individual payment patterns. For new tests where there is limited evidence of payment history at the time the tests are completed, the Company recognizes revenue equal to the amount of cash received until such time as reimbursement experience can be established. | ||||||||||||||
The Company’s main source of revenue for the years ended December 31, 2012 and 2013 is through contracted partners. This revenue is derived from clinical laboratory testing performed in the Company’s laboratories under agreements with such partners. As there is a contractually agreed upon price, and collectability from the partners is reasonably assured, revenues for these tests are earned at the time the test is completed and the results are delivered to the partners or a third party. | ||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | |||||||||||||
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company places its cash and cash equivalents with reputable financial institutions that are insured by the Federal Deposit Insurance Corporation (FDIC). At times, deposits held may exceed the amount of insurance provided by the FDIC. The Company has not experienced any losses in its cash and cash equivalents and believes they are not exposed to any significant credit risk. | ||||||||||||||
Fair Value Measurement | The Company uses a three-tier fair value hierarchy to prioritize the inputs used in the Company’s fair value measurements. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company believes the carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their estimated fair values due to the short-term maturities of these financial instruments. | Fair Value Measurement | ||||||||||||
The Company uses a three-tier fair value hierarchy to prioritize the inputs used in the Company’s fair value measurements. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The Company believes the carrying amount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their estimated fair values due to the short-term maturities of these financial instruments. | ||||||||||||||
As of December 31, 2012 and 2013, the Company classified the fair value measurements of the Company’s warrant liability derivative as Level 3. See Note 7 for further details about the inputs and assumptions used to determine the fair value of the warrant liability at each balance sheet date. | ||||||||||||||
The values attributed to such warrants as of December 31, 2012 and 2013 were as follows: | ||||||||||||||
Fair Value Measurements Using | ||||||||||||||
Quoted Prices | Significant | Significant | ||||||||||||
in Active | Other | Unobservable | ||||||||||||
Markets for | Observable | Inputs | ||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||
(Level 1) | (Level 2) | |||||||||||||
Liabilities | ||||||||||||||
Warrant Liability at December 31, 2012 | — | — | $ | 981,747 | ||||||||||
Warrant Liability at December 31, 2013 | — | — | $ | 2,140,532 | ||||||||||
The following table includes a summary of changes in the fair value of the warrants for the years ended December 31, 2012 and 2013: | ||||||||||||||
Fair Value Measurements | ||||||||||||||
at Reporting Date Using | ||||||||||||||
Significant Unobservable | ||||||||||||||
Inputs (Level 3) | ||||||||||||||
Balance at December 31, 2011 | 923,325 | |||||||||||||
Warrant liability incurred in 2012 | 512,811 | |||||||||||||
Change in fair value in 2012 | (454,389 | ) | ||||||||||||
Balance at December 31, 2012 | 981,747 | |||||||||||||
Warrant liability incurred in 2013 | 2,322,042 | |||||||||||||
Warrant liability reclassified to additional paid-in capital in 2013 | (381,145 | ) | ||||||||||||
Change in fair value in 2013 | (782,112 | ) | ||||||||||||
Balance at December 31, 2013 | $ | 2,140,532 | ||||||||||||
Concentration of Risk | Concentration of Risk | |||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments. The Company has not experienced losses in such accounts. Management believes that the Company is not exposed to any significant credit risk with respect to its cash and cash equivalents. | ||||||||||||||
In 2012, the Company launched commercial operations in partnership with a commercial partner, Clarient Diagnostic Services, Inc. (“Clarient”), a GE Healthcare Company. For the years ended December 31, 2012 and 2013, 79% and 10%, respectively, of the revenue earned was billed through this relationship. In addition, at December 31, 2012, 100% of the receivables were due from Clarient. In 2013, the Company entered into a research support agreement with a not-for-profit tax-exempt organization, Dana Farber Partners Cancer Care, Inc. (“Dana Farber”). For the year ended December 31, 2013, 77% of the revenue earned was billed through this relationship. In addition, 100% of the receivables were due from Dana Farber at December 31, 2013. For the year ended December 31, 2013, three customers made up 78%, 11% and 10% of total revenues. | ||||||||||||||
All of the Company’s sales for all periods presented were generated in the United States of America. | ||||||||||||||
Certain components used in the Company’s current or planned products are available from only one supplier, and substitutes for these components cannot be obtained easily or would require substantial design or manufacturing modifications or identification and qualification of alternative sources. | ||||||||||||||
Accounts Receivable | Accounts Receivable | |||||||||||||
Accounts receivable are carried at original invoice amounts, less an estimate for doubtful receivables, based on a review of all outstanding amounts on a periodic basis. The estimate for doubtful receivables is determined from an analysis of the accounts receivable on a quarterly basis, and is recorded as bad debt expense. As the Company only recognizes revenue to the extent collection is expected and reasonably assured, bad debt expense related to receivables from patient service revenue is recorded in general and administrative expense in the statement of operations and comprehensive loss. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. As of December 31, 2012 and 2013, management determined that all of the amounts recorded as accounts receivable were collectible, and no allowance for doubtful accounts was needed. | ||||||||||||||
Inventories | Inventories | |||||||||||||
Inventories are valued at the lower of cost or market value. Cost is determined by the average cost method. The Company records adjustments to its inventory for estimated obsolescence or diminution in market value equal to the difference between the cost of the inventory and the estimated market value. At the point of loss recognition, a new cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. | ||||||||||||||
Fixed Assets | Fixed Assets | |||||||||||||
Fixed assets consist of machinery and equipment, furniture and fixtures, computer equipment and software, leasehold improvements, capital leased equipment and construction in process. Fixed assets are stated at cost less accumulated depreciation and amortization. Additions, improvements, and major renewals are capitalized. Maintenance, repairs, and minor renewals are expensed as incurred. Depreciation is determined using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized over the life of the lease or the asset, whichever is shorter. Depreciation expense for the years ended December 31, 2012 and 2013 was approximately $366,000 and $267,000, respectively. | ||||||||||||||
Upon sale, retirement or disposal of fixed assets, the accounts are relieved of the cost and the related accumulated depreciation or amortization with any gain or loss recorded to the statement of operations. | ||||||||||||||
Fixed assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. These computations utilize judgments and assumptions inherent in the estimates of future cash flows to determine recoverability of these assets. If the assumptions about these assets were to change as a result of events or circumstances, the Company may be required to record an impairment loss. | ||||||||||||||
Warrant Liability | Warrant Liability | |||||||||||||
Warrants for shares that are contingently redeemable and for which the exercise price is not fixed are classified as liabilities on the accompanying balance sheets and carried at their estimated fair value, determined through use of a Black-Scholes valuation model. As of and for the years ended December 31, 2012 and 2013, the Company evaluated and concluded that the fair value obtained from the Black-Scholes method of valuing the warrant liability does not materially differ from the valuation of such warrants using the Monte Carlo or binomial lattice simulation models, and therefore the use of the Black-Scholes valuation model was considered a reasonable method to value the warrants. At the end of each reporting period, any changes in fair value are recorded as a component of other income (expense). The Company will continue to adjust the carrying value of the warrants until the completion of its IPO on February 10, 2014, at which time the exercise price was fixed and the fair value of those warrants was reclassified to shareholders’ deficit. | ||||||||||||||
Stock-based Compensation | The amount of compensation expense recognized is based on management’s estimate of the most likely outcome. | Stock-based Compensation | ||||||||||||
The Company accounts for stock-based compensation under the provisions of FASB ASC Topic 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black-Scholes option pricing model (“Black-Scholes valuation model”). The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods using the straight-line method. The Company estimates forfeitures at the time of grant and revises these estimates in subsequent periods if actual forfeitures differ from those estimates. See additional information in Note 10. | ||||||||||||||
The Company accounts for stock-based compensation awards to non-employees in accordance with FASB ASC Topic 505-50, Equity-Based Payments to Non-Employees (“ASC 505-50”). Under ASC 505-50, the Company determines the fair value of the warrants or stock-based compensation awards granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. All issuances of equity instruments issued to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. These awards are recorded in expense and additional paid-in capital in shareholders’ equity over the applicable service periods based on the fair value of the options at the end of each period. | ||||||||||||||
Calculating the fair value of stock-based awards requires the input of highly subjective assumptions into the Black-Scholes valuation model. Stock-based compensation expense is calculated using the Company’s best estimates, which involves inherent uncertainties, and the application of management’s judgment. Significant estimates include the fair value of the Company’s common stock at the date of grant, the expected life of the stock option, stock price volatility, risk-free interest rate and forfeiture rates. | ||||||||||||||
Research and Development | Research and Development | |||||||||||||
Research and development costs are expensed as incurred. The amounts expensed in the years ended December 31, 2012 and 2013 were approximately $6,562,000 and $3,087,000, respectively, which includes salaries of research and development personnel. | ||||||||||||||
Income Taxes | Income Taxes | |||||||||||||
The Company provides for income taxes utilizing the liability method. Under the liability method, current income tax expense or benefit is the amount of income taxes expected to be payable or refundable for the current year. A deferred income tax asset or liability is computed for the expected future impact of differences between the financial reporting and tax bases of assets and liabilities and for the expected future tax benefit to be derived from tax credits. Tax rate changes are reflected in the computation of the income tax provision during the period such changes are enacted. | ||||||||||||||
Deferred tax assets are reduced by a valuation allowance when, in management’s opinion, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The Company’s valuation allowance is based on available evidence, including its current year operating loss, evaluation of positive and negative evidence with respect to certain specific deferred tax assets including evaluation sources of future taxable income to support the realization of the deferred tax assets. The Company has established a full valuation allowance on the deferred tax assets as of December 31, 2012 and 2013, and therefore has not recognized any income tax benefit or expense in the periods presented. | ||||||||||||||
ASC 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from uncertain tax positions may be recognized when it is more-likely-than- not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. | ||||||||||||||
The Company recognizes interest and/or penalties related to income tax matters in income tax expense. There is no accrual for interest or penalties for income taxes on the balance sheets at December 31, 2012 and 2013, and the Company has not recognized interest and/or penalties in the statements of operations for the years ended December 31, 2012 and 2013. | ||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that requires netting unrecognized tax benefits against deferred tax assets for a loss or other carryforward that would apply in settlement of uncertain tax positions. This guidance is effective for annual reporting periods beginning after December 15, 2013, and was effective for the Company’s fiscal year beginning January 1, 2014. The adoption of this guidance did not have a material impact on the Company’s financial statements or disclosures. | In July 2013, the FASB issued authoritative guidance which requires netting unrecognized tax benefits against deferred tax assets for a loss or other carryforward that would apply in settlement of uncertain tax positions. This guidance will be effective for annual reporting periods beginning after December 15, 2013. The Company does not believe that adoption of this guidance will have a material impact on the Company’s financial statements or disclosures. | |||||||||||||
In May 2014, the FASB issued authoritative guidance that requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The Company is currently in the process of evaluating the impact of the adoption of this guidance on its financial statements and disclosures. | ||||||||||||||
In June 2014, the FASB issued authoritative guidance requiring share-based payments with a performance target which affects vesting and that could be achieved after the requisite service period be treated as a performance condition. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The Company does not expect adoption of this guidance to have a material impact on its financial statements or disclosures. | ||||||||||||||
In August 2014, the FASB issued authoritative guidance requiring management to evaluate whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Certain additional financial statement disclosures are required if such conditions or events are identified. This guidance is effective for the annual reporting period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Company is currently in the process of evaluating the impact of the adoption of this guidance on its financial statements and disclosures. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||
Schedule of Fair Value of Warrant Liability | The fair value attributed to such warrants as of December 31, 2013 and September 30, 2014 is as follows: | The values attributed to such warrants as of December 31, 2012 and 2013 were as follows: | |||||||||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||||||||||
Quoted Prices | Significant | Fair Value Measurements Using | |||||||||||||||||||||||
in Active | Other | Significant | Quoted Prices | Significant | Significant | ||||||||||||||||||||
Markets for | Observable | Unobservable | in Active | Other | Unobservable | ||||||||||||||||||||
Identical Assets | Inputs | Inputs | Markets for | Observable | Inputs | ||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Identical Assets | Inputs | (Level 3) | ||||||||||||||||||||
Liabilities | (Level 1) | (Level 2) | |||||||||||||||||||||||
Warrant Liability at December 31, 2013 | — | — | 2,140,532 | Liabilities | |||||||||||||||||||||
Warrant Liability at September 30, 2014 | — | — | 1,128 | Warrant Liability at December 31, 2012 | — | — | $ | 981,747 | |||||||||||||||||
Warrant Liability at December 31, 2013 | — | — | $ | 2,140,532 | |||||||||||||||||||||
Summary of Changes in Fair Value of Warrants | The following table includes a summary of changes in the fair value of the warrants for the nine months ended September 30, 2014: | The following table includes a summary of changes in the fair value of the warrants for the years ended December 31, 2012 and 2013: | |||||||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||||||||
at Reporting Date Using | Fair Value Measurements | ||||||||||||||||||||||||
Significant Unobservable | at Reporting Date Using | ||||||||||||||||||||||||
Inputs (Level 3) | Significant Unobservable | ||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 2,140,532 | Inputs (Level 3) | ||||||||||||||||||||||
Warrant liability incurred | 135,222 | Balance at December 31, 2011 | 923,325 | ||||||||||||||||||||||
Change in fair value included in expense | 200,994 | Warrant liability incurred in 2012 | 512,811 | ||||||||||||||||||||||
Warrant liability reclassified to additional paid-in capital | (2,475,620 | ) | Change in fair value in 2012 | (454,389 | ) | ||||||||||||||||||||
Balance at September 30, 2014 | $ | 1,128 | |||||||||||||||||||||||
Balance at December 31, 2012 | 981,747 | ||||||||||||||||||||||||
Warrant liability incurred in 2013 | 2,322,042 | ||||||||||||||||||||||||
Warrant liability reclassified to additional paid-in capital in 2013 | (381,145 | ) | |||||||||||||||||||||||
Change in fair value in 2013 | (782,112 | ) | |||||||||||||||||||||||
Balance at December 31, 2013 | $ | 2,140,532 | |||||||||||||||||||||||
Balance_Sheet_Details_Tables
Balance Sheet Details (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||||||||||||||||
Schedule of Fixed Assets and Accrued Liabilities | The following provides certain balance sheet details: | The following provides certain balance sheet details: | |||||||||||||||
December 31, | September 30, | December 31, | |||||||||||||||
2013 | 2014 | 2012 | 2013 | ||||||||||||||
Fixed Assets | Fixed Assets | ||||||||||||||||
Machinery and equipment | $ | 2,761,560 | $ | 2,773,875 | Machinery and equipment | $ | 2,761,560 | $ | 2,761,560 | ||||||||
Furniture and office equipment | 209,844 | 209,844 | Furniture and office equipment | 209,844 | 209,844 | ||||||||||||
Computer equipment and software | 681,508 | 681,508 | Computer equipment and software | 681,508 | 681,508 | ||||||||||||
Leasehold improvements | 373,653 | 506,328 | Leasehold improvements | 373,653 | 373,653 | ||||||||||||
Financed equipment | 677,000 | 878,447 | Capital lease equipment | 677,000 | 677,000 | ||||||||||||
Construction in process | 12,299 | 12,739 | Construction in process | 11,588 | 12,299 | ||||||||||||
4,715,864 | 5,062,741 | ||||||||||||||||
Less accumulated depreciation and amortization | 4,356,977 | 4,534,493 | 4,715,153 | 4,715,864 | |||||||||||||
Total fixed assets, net | $ | 358,887 | $ | 528,248 | Accumulated depreciation and amortization | 4,090,423 | 4,356,977 | ||||||||||
Accrued Liabilities | |||||||||||||||||
Accrued interest | $ | 524,885 | $ | 33,125 | Total fixed assets, net | $ | 624,730 | $ | 358,887 | ||||||||
Accrued payroll | 125,299 | 148,664 | |||||||||||||||
Deferred wages | 1,377,987 | — | Accrued Liabilities | ||||||||||||||
Accrued vacation | 213,601 | 251,108 | Accrued interest | $ | 1,963,007 | $ | 524,885 | ||||||||||
Accrued bonuses | — | 122,100 | Accrued payroll | 185,150 | 125,299 | ||||||||||||
Other | 286 | 25,605 | Deferred wages | 972,405 | 1,377,987 | ||||||||||||
Total accrued liabilities | $ | 2,242,058 | $ | 580,602 | Accrued vacation | 224,187 | 213,601 | ||||||||||
Other | 2,057 | 286 | |||||||||||||||
Total accrued liabilities | $ | 3,346,806 | $ | 2,242,058 | |||||||||||||
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Summary of Short-term and Long-term Debt Obligations | The following is a summary of the Company’s short-term and long-term debt obligations: | ||||||||
December 31, | |||||||||
2012 | 2013 | ||||||||
Note payable to shareholder; principal and interest payable in quarterly installments until maturity on April 2015, bearing interest at a per annum fixed rate of 3.25%. As of June 28, 2013, the note payable was converted into preferred shares. (“Goodman Note”) (See Note 7) | $ | 1,935,000 | $ | — | |||||
Secured convertible note to a major shareholder. (“2008 Convertible Note”) (See Note 7) | 1,400,000 | 1,400,000 | |||||||
Secured convertible notes. Total includes convertible notes due to a major shareholder of $11,250,000 at December 31, 2012. As of June 28, 2013, the notes payable were converted into preferred shares. (“2011 Convertible Bridge Notes”) (See Note 7) | 12,336,427 | — | |||||||
Notes payable to shareholders issued in 2012. Includes notes of $5,810,000 to a major shareholder at December 31, 2012. As of June 28, 2013, the notes payable were converted into preferred shares. (“2012 Revolver Notes”) (See Note 7) | 5,960,000 | — | |||||||
Unsecured convertible notes, issued under a note and warrant purchase agreement dated as of June 28, 2013, net of discounts related to warrants aggregating $0 and $874,158 at December 31, 2012 and 2013, respectively. Includes notes of $720,000 and $2,505,000 to a major shareholder at December 31, 2012 and 2013, respectively. (“2013 Convertible Bridge Notes”) (See Note 7) | 745,000 | 4,115,842 | |||||||
Other debt discount (See Notes 5 and 7) | — | (315,243 | ) | ||||||
Total notes payable | 22,376,427 | 5,200,599 | |||||||
Less current portion | 21,631,427 | 5,200,599 | |||||||
Long-term portion | $ | 745,000 | $ | — | |||||
Convertible_Notes_and_Warrants1
Convertible Notes and Warrants (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||
Temporary Equity Disclosure [Abstract] | |||||||||||||||||
Schedule of Fair Value of Warrant Liability | The aggregate fair value of the Company’s warrant liability at the closing of the IPO on February 10, 2014 was estimated using a Black-Scholes valuation model with the following assumptions for the five-year term and two-year term common stock warrants, respectively: | As of December 31, 2013, warrants to purchase common stock are reflected as a liability on the balance sheet, which is adjusted to estimated fair value at the end of each reporting period over the term of the warrants. The aggregate fair value of the warrant liability for warrants to purchase common stock as of December 31, 2013 of approximately $2,132,000 was estimated using a probability weighted Black-Scholes valuation model with the following assumptions for both the five-year and two-year common stock warrant terms separately: | |||||||||||||||
Five-year term | Two-year term | ||||||||||||||||
Stock price | $ | 8.91 | $ | 8.91 | Five-year term | Two-year term | |||||||||||
Exercise price | $ | 10 | $ | 10 | Stock price | $ | 1.48 – 7.69 | $ | 1.48 – 7.69 | ||||||||
Expected dividend yield | 0 | % | 0 | % | Exercise price | $ | 1.48 – 7.69 | $ | 1.48 – 7.69 | ||||||||
Discount rate-bond equivalent yield | 1.48 | % | 0.32 | % | Expected dividend yield | 0 | % | 0 | % | ||||||||
Expected life (in years) | 5 | 2 | Discount rate-bond equivalent yield | 1.73 | % | 0.38 | % | ||||||||||
Expected volatility | 90 | % | 90 | % | Expected life (in years) | 5 | 2 | ||||||||||
Expected volatility | 100 | % | 90 | % | |||||||||||||
Accounting_for_StockBased_Comp1
Accounting for Stock-Based Compensation Expense (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2014 | ||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||||||||||||
Assumptions Used for Determining Fair Value of Stock Options Under Black-Scholes Pricing Model | The fair values of option awards granted during the nine months ended September 30, 2014 were estimated using a Black-Scholes pricing model with the following assumptions: | The assumptions used in the Black-Scholes pricing model for options granted during the years ended December 31, 2012 and 2013 are as follows: | |||||||||||||||||||||||||||
Stock and exercise prices | $4.38 - $9.11 | ||||||||||||||||||||||||||||
Expected dividend yield | 0.00% | For the years ended December 31, | |||||||||||||||||||||||||||
Discount rate-bond equivalent yield | 1.56% – 2.06% | 2012 | 2013 | ||||||||||||||||||||||||||
Expected life (in years) | 5.00 – 6.08 | Volatility | 96.8 | % | 105 | % | |||||||||||||||||||||||
Expected volatility | 90.0% – 100.0% | Risk-free interest rate | 0.79% – 1.15 | % | 1.38 – 1.69 | % | |||||||||||||||||||||||
Expected forfeiture rate | 0.00% – 5.00% | Dividend yield | 0 | % | 0 | % | |||||||||||||||||||||||
Expected term (years) | 6.08 | 5.26 – 6.02 | |||||||||||||||||||||||||||
Expected forfeiture rate | 0 | % | 0.00 – 5.00 | % | |||||||||||||||||||||||||
Summary of Stock Option Activity for Option Awards Granted | A summary of stock option activity for option awards granted under the Company’s 2007 Equity Incentive Plan and 2013 Equity Incentive Plan for the nine months ended September 30, 2014 is as follows: | A summary of stock option activity for 2012 and 2013 is as follows: | |||||||||||||||||||||||||||
Average | |||||||||||||||||||||||||||||
Weighted | Remaining | Number of | Weighted | Average | |||||||||||||||||||||||||
Number of | Average Exercise | Contractual | Shares | Average Exercise | Remaining | ||||||||||||||||||||||||
Shares | Price Per Share | Term in Years | Price Per Share | Contractual | |||||||||||||||||||||||||
Vested and unvested expected to vest, December 31, 2013 | 331,540 | $ | 5.14 | 9.3 | Term in Years | ||||||||||||||||||||||||
Outstanding at December 31, 2013 | 333,106 | $ | 5.14 | 9.3 | Outstanding at December 31, 2011 | 78,987 | $ | 4.9 | 8.3 | ||||||||||||||||||||
Granted | 594,798 | $ | 7.06 | Granted | 330 | 4.62 | |||||||||||||||||||||||
Exercised | — | — | Exercised | — | — | ||||||||||||||||||||||||
Cancelled/forfeited/expired | (52,862 | ) | $ | 4.66 | Cancelled/forfeited/expired | (15,799 | ) | 4.92 | |||||||||||||||||||||
Outstanding at September 30, 2014 | 875,042 | $ | 6.47 | 9.2 | |||||||||||||||||||||||||
Vested and unvested expected to vest, September 30, 2014 | 871,124 | $ | 6.48 | 9.2 | Outstanding at December 31, 2012 | 63,518 | $ | 4.97 | 6.2 | ||||||||||||||||||||
Granted | 300,438 | 5.18 | |||||||||||||||||||||||||||
Exercised | (4,021 | ) | 5 | ||||||||||||||||||||||||||
Cancelled/forfeited/expired | (26,829 | ) | 5.2 | ||||||||||||||||||||||||||
Outstanding at December 31, 2013 | 333,106 | $ | 5.14 | 9.3 | |||||||||||||||||||||||||
Vested and unvested expected to vest, December 31, 2013 | 331,540 | $ | 5.14 | 9.3 | |||||||||||||||||||||||||
Schedule of Information about Options Outstanding and Exercisable | Further information about the options outstanding and exercisable at September 30, 2014 is as follows: | Further information about the options outstanding and exercisable at December 31, 2012 and 2013 is as follows: | |||||||||||||||||||||||||||
Weighted | |||||||||||||||||||||||||||||
Weighted | Average | Options Outstanding and Exercisable at December 31, 2012 | |||||||||||||||||||||||||||
Average | Total Shares | Contractual | Total Shares | Weighted | Total Shares | Weighted | Total Shares | ||||||||||||||||||||||
Exercise Price | Outstanding | Life (in years) | Exercisable | Average | Outstanding | Average | Exercisable | ||||||||||||||||||||||
$ | 4.38 | 86,458 | 9.6 | 8,540 | Exercise Price | Contractual | |||||||||||||||||||||||
$ | 4.62 | 19,928 | 6.5 | 17,473 | Life (in years) | ||||||||||||||||||||||||
$ | 5.03 | 21,500 | 9.8 | — | $4.62 | 33,031 | 7.2 | 16,173 | |||||||||||||||||||||
$ | 5.04 | 8,233 | 4.8 | 8,233 | $5.04 | 30,408 | 5.1 | 28,244 | |||||||||||||||||||||
$ | 5.18 | 285,625 | 8.8 | 159,406 | $125.58 | 79 | 1.1 | 79 | |||||||||||||||||||||
$ | 5.35 | 117,500 | 9.7 | 4,686 | |||||||||||||||||||||||||
$ | 7.5 | 43,000 | 9.5 | — | 63,518 | 44,496 | |||||||||||||||||||||||
$ | 8.88 | 238,500 | 9.4 | — | |||||||||||||||||||||||||
$ | 9.11 | 54,298 | 9.4 | 54,298 | |||||||||||||||||||||||||
875,042 | 252,636 | ||||||||||||||||||||||||||||
Options Outstanding and Exercisable at December 31, 2013 | |||||||||||||||||||||||||||||
Weighted | Total Shares | Weighted | Total Shares | ||||||||||||||||||||||||||
Average | Outstanding | Average | Exercisable | ||||||||||||||||||||||||||
Exercise Price | Contractual | ||||||||||||||||||||||||||||
Life (in years) | |||||||||||||||||||||||||||||
$4.62 | 20,208 | 7.3 | 13,731 | ||||||||||||||||||||||||||
$5.04 | 12,460 | 5.5 | 12,455 | ||||||||||||||||||||||||||
$5.18 | 300,438 | 9.6 | 110,825 | ||||||||||||||||||||||||||
333,106 | 137,011 | ||||||||||||||||||||||||||||
Effects of Stock-Based Compensation Related to Equity Awards to Employees and Nonemployees on Condensed Statement of Operations and Comprehensive Loss | The following table presents the effects of stock-based compensation related to equity awards to employees and nonemployees on the unaudited condensed statement of operations and comprehensive loss during the periods presented: | The following table presents the effects of stock-based compensation related to equity awards to employees and nonemployees on the statement of operations during the periods presented: | |||||||||||||||||||||||||||
For the three months ended | For the nine months ended | ||||||||||||||||||||||||||||
September 30, | September 30, | For the years ended | |||||||||||||||||||||||||||
2013 | 2014 | 2013 | 2014 | December 31, | |||||||||||||||||||||||||
Stock Options | 2012 | 2013 | |||||||||||||||||||||||||||
Research and development expenses | $ | 246,313 | $ | 35,569 | $ | 253,828 | $ | 149,626 | Stock Options | ||||||||||||||||||||
General and administrative expenses | 141,693 | 236,769 | 155,197 | 908,490 | Research and development expenses | $ | 32,210 | $ | 298,618 | ||||||||||||||||||||
Sales and marketing expenses | — | 27,834 | — | 46,762 | General and administrative expenses | 22,530 | 221,726 | ||||||||||||||||||||||
Total expenses related to stock options | 388,006 | 300,172 | 409,025 | 1,104,878 | Sales and marketing expenses | 3,994 | — | ||||||||||||||||||||||
RSUs | |||||||||||||||||||||||||||||
Research and development expenses | — | 7,500 | — | 22,500 | Total expenses related to stock options | 58,734 | 520,344 | ||||||||||||||||||||||
General and administrative expenses | — | 13,750 | 274,371 | 379,208 | |||||||||||||||||||||||||
Total stock-based compensation | $ | 388,006 | $ | 321,422 | $ | 683,396 | $ | 1,506,586 | RSUs | ||||||||||||||||||||
Research and development expenses | — | 72,500 | |||||||||||||||||||||||||||
General and administrative expenses | 193,400 | 359,677 | |||||||||||||||||||||||||||
Total stock-based compensation | $ | 252,134 | $ | 952,521 | |||||||||||||||||||||||||
Net_Loss_per_Common_Share_Tabl
Net Loss per Common Share (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||
Schedule of Anti-Dilutive Securities Excluded from Computations of Diluted Weighted-Average Shares | The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding for the periods presented, as they would be anti-dilutive: | The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding for the periods presented, as they would be anti-dilutive: | |||||||||||||||
For the three and nine months ended | |||||||||||||||||
September 30, | For the years ended December 31, | ||||||||||||||||
2013 | 2014 | 2012 | 2013 | ||||||||||||||
Series A preferred (number of common stock equivalents) | 1,652,851 | — | Series A preferred (number of common stock equivalents) | 647,007 | 1,652,851 | ||||||||||||
Preferred warrants outstanding (number of common stock | 192,262 | 1,587 | Preferred warrants outstanding (number of common stock equivalents) | 192,262 | 192,262 | ||||||||||||
equivalents) | Notes payable convertible into preferred shares (number of common stock equivalents) | 599,466 | — | ||||||||||||||
Notes payable convertible into preferred shares (number | 232,558 | — | Preferred share RSUs (number of common stock equivalents) | 33,158 | 89,647 | ||||||||||||
of common stock equivalents) | Common warrants outstanding | — | 836,890 | ||||||||||||||
Preferred share RSUs (number of common stock equivalents) | 68,546 | 73,151 | Notes payable convertible into common shares | 665,178 | 1,110,649 | ||||||||||||
Common warrants outstanding | 630,110 | 609,187 | Common share RSUs | 54,615 | 133,971 | ||||||||||||
Notes payable convertible into common shares | 741,857 | — | Common options outstanding | 63,518 | 333,106 | ||||||||||||
Common share RSUs | 133,971 | 178,467 | |||||||||||||||
Common options outstanding | 344,565 | 875,042 | Total anti-dilutive common share equivalents | 2,255,204 | 4,349,376 | ||||||||||||
Total anti-dilutive common share equivalents | 3,996,720 | 1,737,434 | |||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of Components of Income Tax Expense (Benefit) | For the year ended December 31, 2012 and 2013, the provision for income taxes was calculated as follows: The following table provides a reconciliation between income taxes computed at the federal statutory rate and the Company’s provision for income taxes: | |||||||||||
For the years ended December 31, | ||||||||||||
2012 | 2013 | |||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | — | ||||||||
State | 800 | 800 | ||||||||||
Total | 800 | 800 | ||||||||||
Deferred | ||||||||||||
Federal | — | — | ||||||||||
State | — | — | ||||||||||
Total | — | — | ||||||||||
Provision for income tax | $ | 800 | $ | 800 | ||||||||
Schedule of Effective Income Tax Rate Reconciliation | The following table provides a reconciliation between income taxes computed at the federal statutory rate and the Company’s provision for income taxes: | |||||||||||
For the years ended December 31, | ||||||||||||
2012 | 2013 | |||||||||||
Income tax at statutory rate | $ | (4,167,967 | ) | $ | (3,139,368 | ) | ||||||
State liability | (602,296 | ) | (321,058 | ) | ||||||||
Permanent items | 3,164 | 6,932 | ||||||||||
Stock Compensation | 19,298 | 171,003 | ||||||||||
Nondeductible Interest | 521,531 | 395,089 | ||||||||||
Expiration of net operating losses | 146,175 | 188,316 | ||||||||||
Other | 80 | (6,723 | ) | |||||||||
Research and development credit | (215,502 | ) | (103,500 | ) | ||||||||
Valuation allowance | 4,296,317 | 2,810,109 | ||||||||||
Provision for income tax | $ | 800 | $ | 800 | ||||||||
Schedule of Deferred Tax Assets and Liabilities | The tax effects of carryforwards that give rise to deferred tax assets consist of the following: | |||||||||||
For the years ended December 31, | ||||||||||||
2012 | 2013 | |||||||||||
Net operating loss carryforward | $ | 41,100,511 | $ | 43,666,636 | ||||||||
Research and development credits | 4,898,055 | 5,114,652 | ||||||||||
Accruals and other | 688,089 | 742,045 | ||||||||||
Deferred rent | 203,463 | 176,893 | ||||||||||
46,890,118 | 49,700,226 | |||||||||||
Less valuation allowance | (46,890,118 | ) | (49,700,226 | ) | ||||||||
Net deferred tax assets | $ | — | $ | — | ||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | |||||
Schedule of Future Minimum Lease Payments | The future minimum lease payments under the amended lease agreement as December 31, 2013 are as follows: | ||||
2014 | $ | 1,233,846 | |||
2015 | 1,270,861 | ||||
2016 | 1,308,987 | ||||
2017 | 1,348,257 | ||||
2018 | 1,388,705 | ||||
Thereafter | 2,285,501 | ||||
Total | $ | 8,836,157 | |||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Table) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Schedule Of Quarterly Financial Data | The following is selected quarterly financial data as of and for the periods ending: | ||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
December 31, 2012 | |||||||||||||||||
Balance sheet data: | |||||||||||||||||
Cash & cash equivalents | $ | 82,486 | $ | 361,062 | $ | 72,483 | $ | 185,256 | |||||||||
Total assets | 1,544,311 | 1,870,220 | 1,265,874 | 1,469,679 | |||||||||||||
Total non-current liabilities | 2,034,960 | 1,918,018 | 1,816,319 | 1,255,771 | |||||||||||||
Total shareholders’ deficit | (18,973,870 | ) | (21,646,012 | ) | (24,477,238 | ) | (27,384,895 | ) | |||||||||
Statement of operations and comprehensive loss data: | |||||||||||||||||
Revenues | $ | 10,373 | $ | 54,020 | $ | 23,949 | $ | 20,947 | |||||||||
Gross profit/(loss) | (145,056 | ) | (255,677 | ) | (267,449 | ) | (424,223 | ) | |||||||||
Research and development expenses | 2,253,303 | 1,544,206 | 1,506,935 | 1,257,708 | |||||||||||||
General and administrative expenses | 623,018 | 542,116 | 447,586 | 450,479 | |||||||||||||
Sales and marketing expenses | 212,447 | 189,360 | 201,739 | 181,773 | |||||||||||||
Loss from operations | (3,233,824 | ) | (2,531,359 | ) | (2,423,709 | ) | (2,314,183 | ) | |||||||||
Net loss | $ | (3,717,239 | ) | $ | (2,725,279 | ) | $ | (2,869,883 | ) | $ | (2,947,125 | ) | |||||
Net loss per common share:1 | |||||||||||||||||
Basic | $ | (23.18 | ) | $ | (16.99 | ) | $ | (17.89 | ) | $ | (18.37 | ) | |||||
Diluted | $ | (23.18 | ) | $ | (16.99 | ) | $ | (17.89 | ) | $ | (18.37 | ) | |||||
Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders: | |||||||||||||||||
Basic | 160,393 | 160,393 | 160,393 | 160,393 | |||||||||||||
Diluted | 160,393 | 160,393 | 160,393 | 160,393 | |||||||||||||
1 | Basic and diluted net loss per common share are computed independently for each of the components and quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted net loss per common share. | ||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||||
December 31, 2013 | |||||||||||||||||
Balance sheet data: | |||||||||||||||||
Cash & cash equivalents | $ | 17,964 | $ | 4,483 | $ | 302,908 | $ | 69,178 | |||||||||
Total assets | 1,095,023 | 991,576 | 1,083,089 | 1,329,719 | |||||||||||||
Total non-current liabilities | 1,252,921 | 508,527 | 167,291 | 462,001 | |||||||||||||
Total shareholders’ deficit | (29,300,361 | ) | (8,215,261 | ) | (10,272,840 | ) | (12,456,014 | ) | |||||||||
Statement of operations and comprehensive loss data: | |||||||||||||||||
Revenues | $ | 35,154 | $ | 48,369 | $ | 31,922 | $ | 18,800 | |||||||||
Gross profit/(loss) | (512,097 | ) | (544,868 | ) | (587,158 | ) | (551,532 | ) | |||||||||
Research and development expenses | 710,206 | 690,582 | 975,104 | 710,845 | |||||||||||||
General and administrative expenses | 451,157 | 478,163 | 806,872 | 776,944 | |||||||||||||
Sales and marketing expenses | 96,404 | 27,932 | 5,342 | 19,225 | |||||||||||||
Loss from operations | (1,769,864 | ) | (1,741,545 | ) | (2,374,476 | ) | (2,058,546 | ) | |||||||||
Net loss | $ | (1,925,974 | ) | $ | (1,975,009 | ) | $ | (2,860,191 | ) | $ | (2,472,009 | ) | |||||
Net loss per common share:1 | |||||||||||||||||
Basic | $ | (10.67 | ) | $ | (10.83 | ) | $ | (15.72 | ) | $ | (13.57 | ) | |||||
Diluted | $ | (10.67 | ) | $ | (10.83 | ) | $ | (15.72 | ) | $ | (13.57 | ) | |||||
Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders: | |||||||||||||||||
Basic | 180,540 | 182,304 | 181,954 | 182,203 | |||||||||||||
Diluted | 180,540 | 182,304 | 181,954 | 182,203 | |||||||||||||
1 | Basic and diluted net loss per common share are computed independently for each of the components and quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted net loss per common share. |
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | ||||||||||||||||||||||||
Schedule of Fair Value of Warrant Liability | The aggregate fair value of the Company’s warrant liability at the closing of the IPO on February 10, 2014 was estimated using a Black-Scholes valuation model with the following assumptions for the five-year term and two-year term common stock warrants, respectively: | As of December 31, 2013, warrants to purchase common stock are reflected as a liability on the balance sheet, which is adjusted to estimated fair value at the end of each reporting period over the term of the warrants. The aggregate fair value of the warrant liability for warrants to purchase common stock as of December 31, 2013 of approximately $2,132,000 was estimated using a probability weighted Black-Scholes valuation model with the following assumptions for both the five-year and two-year common stock warrant terms separately: | |||||||||||||||||||||||
Five-year term | Two-year term | ||||||||||||||||||||||||
Stock price | $ | 8.91 | $ | 8.91 | Five-year term | Two-year term | |||||||||||||||||||
Exercise price | $ | 10 | $ | 10 | Stock price | $ | 1.48 – 7.69 | $ | 1.48 – 7.69 | ||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | Exercise price | $ | 1.48 – 7.69 | $ | 1.48 – 7.69 | ||||||||||||||||
Discount rate-bond equivalent yield | 1.48 | % | 0.32 | % | Expected dividend yield | 0 | % | 0 | % | ||||||||||||||||
Expected life (in years) | 5 | 2 | Discount rate-bond equivalent yield | 1.73 | % | 0.38 | % | ||||||||||||||||||
Expected volatility | 90 | % | 90 | % | Expected life (in years) | 5 | 2 | ||||||||||||||||||
Expected volatility | 100 | % | 90 | % | |||||||||||||||||||||
Schedule of Fair Value of Warrant Liability | The fair value attributed to such warrants as of December 31, 2013 and September 30, 2014 is as follows: | The values attributed to such warrants as of December 31, 2012 and 2013 were as follows: | |||||||||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||||||||||
Quoted Prices | Significant | Fair Value Measurements Using | |||||||||||||||||||||||
in Active | Other | Significant | Quoted Prices | Significant | Significant | ||||||||||||||||||||
Markets for | Observable | Unobservable | in Active | Other | Unobservable | ||||||||||||||||||||
Identical Assets | Inputs | Inputs | Markets for | Observable | Inputs | ||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | Identical Assets | Inputs | (Level 3) | ||||||||||||||||||||
Liabilities | (Level 1) | (Level 2) | |||||||||||||||||||||||
Warrant Liability at December 31, 2013 | — | — | 2,140,532 | Liabilities | |||||||||||||||||||||
Warrant Liability at September 30, 2014 | — | — | 1,128 | Warrant Liability at December 31, 2012 | — | — | $ | 981,747 | |||||||||||||||||
Warrant Liability at December 31, 2013 | — | — | $ | 2,140,532 | |||||||||||||||||||||
Summary of Changes in Fair Value of Warrants | The following table includes a summary of changes in the fair value of the warrants for the nine months ended September 30, 2014: | The following table includes a summary of changes in the fair value of the warrants for the years ended December 31, 2012 and 2013: | |||||||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||||||||
at Reporting Date Using | Fair Value Measurements | ||||||||||||||||||||||||
Significant Unobservable | at Reporting Date Using | ||||||||||||||||||||||||
Inputs (Level 3) | Significant Unobservable | ||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 2,140,532 | Inputs (Level 3) | ||||||||||||||||||||||
Warrant liability incurred | 135,222 | Balance at December 31, 2011 | 923,325 | ||||||||||||||||||||||
Change in fair value included in expense | 200,994 | Warrant liability incurred in 2012 | 512,811 | ||||||||||||||||||||||
Warrant liability reclassified to additional paid-in capital | (2,475,620 | ) | Change in fair value in 2012 | (454,389 | ) | ||||||||||||||||||||
Balance at September 30, 2014 | $ | 1,128 | |||||||||||||||||||||||
Balance at December 31, 2012 | 981,747 | ||||||||||||||||||||||||
Warrant liability incurred in 2013 | 2,322,042 | ||||||||||||||||||||||||
Warrant liability reclassified to additional paid-in capital in 2013 | (381,145 | ) | |||||||||||||||||||||||
Change in fair value in 2013 | (782,112 | ) | |||||||||||||||||||||||
Balance at December 31, 2013 | $ | 2,140,532 | |||||||||||||||||||||||
Stock Option and Common Stock Warrants {Member] | |||||||||||||||||||||||||
Assumptions Used for Determining Fair Values of Stock Option and Common Stock Warrants | The fair values of these stock option and common stock warrants were estimated using probability weighted Black-Scholes valuation models with the following assumptions: | ||||||||||||||||||||||||
Options | Warrants | ||||||||||||||||||||||||
Stock price | $ | 8.91 | $ | 8.91 | |||||||||||||||||||||
Exercise price | $ | 9.3 | $ | 12.5 | |||||||||||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||||||||||
Discount rate-bond equivalent yield | 0.07 | % | 1.46 | % | |||||||||||||||||||||
Expected life (in years) | 0.12 | 5 | |||||||||||||||||||||||
Expected volatility | 70 | % | 90 | % | |||||||||||||||||||||
Common Stock Warrants [Member] | |||||||||||||||||||||||||
Assumptions Used for Determining Fair Values of Stock Option and Common Stock Warrants | The fair value of this warrant was estimated using a Black-Scholes valuation model with the following assumptions: | ||||||||||||||||||||||||
Stock price | $ | 4.74 | |||||||||||||||||||||||
Exercise price | $ | 4.72 | |||||||||||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||||||||||
Discount rate-bond equivalent yield | 2.67 | % | |||||||||||||||||||||||
Expected life (in years) | 10 | ||||||||||||||||||||||||
Expected volatility | 110 | % | |||||||||||||||||||||||
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | Dec. 31, 2014 | ||||||||||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||||||||||||||
Summary of Stock Option Activity for Option Awards Granted | A summary of stock option activity for option awards granted under the Company’s 2007 Equity Incentive Plan and 2013 Equity Incentive Plan for the nine months ended September 30, 2014 is as follows: | A summary of stock option activity for 2012 and 2013 is as follows: | |||||||||||||||||||||||||||
Average | |||||||||||||||||||||||||||||
Weighted | Remaining | Number of | Weighted | Average | |||||||||||||||||||||||||
Number of | Average Exercise | Contractual | Shares | Average Exercise | Remaining | ||||||||||||||||||||||||
Shares | Price Per Share | Term in Years | Price Per Share | Contractual | |||||||||||||||||||||||||
Vested and unvested expected to vest, December 31, 2013 | 331,540 | $ | 5.14 | 9.3 | Term in Years | ||||||||||||||||||||||||
Outstanding at December 31, 2013 | 333,106 | $ | 5.14 | 9.3 | Outstanding at December 31, 2011 | 78,987 | $ | 4.9 | 8.3 | ||||||||||||||||||||
Granted | 594,798 | $ | 7.06 | Granted | 330 | 4.62 | |||||||||||||||||||||||
Exercised | — | — | Exercised | — | — | ||||||||||||||||||||||||
Cancelled/forfeited/expired | (52,862 | ) | $ | 4.66 | Cancelled/forfeited/expired | (15,799 | ) | 4.92 | |||||||||||||||||||||
Outstanding at September 30, 2014 | 875,042 | $ | 6.47 | 9.2 | |||||||||||||||||||||||||
Vested and unvested expected to vest, September 30, 2014 | 871,124 | $ | 6.48 | 9.2 | Outstanding at December 31, 2012 | 63,518 | $ | 4.97 | 6.2 | ||||||||||||||||||||
Granted | 300,438 | 5.18 | |||||||||||||||||||||||||||
Exercised | (4,021 | ) | 5 | ||||||||||||||||||||||||||
Cancelled/forfeited/expired | (26,829 | ) | 5.2 | ||||||||||||||||||||||||||
Outstanding at December 31, 2013 | 333,106 | $ | 5.14 | 9.3 | |||||||||||||||||||||||||
Vested and unvested expected to vest, December 31, 2013 | 331,540 | $ | 5.14 | 9.3 | |||||||||||||||||||||||||
Assumptions Used for Determining Fair Value of Stock Options Under Black-Scholes Pricing Model | The fair values of option awards granted during the nine months ended September 30, 2014 were estimated using a Black-Scholes pricing model with the following assumptions: | The assumptions used in the Black-Scholes pricing model for options granted during the years ended December 31, 2012 and 2013 are as follows: | |||||||||||||||||||||||||||
Stock and exercise prices | $4.38 - $9.11 | ||||||||||||||||||||||||||||
Expected dividend yield | 0.00% | For the years ended December 31, | |||||||||||||||||||||||||||
Discount rate-bond equivalent yield | 1.56% – 2.06% | 2012 | 2013 | ||||||||||||||||||||||||||
Expected life (in years) | 5.00 – 6.08 | Volatility | 96.8 | % | 105 | % | |||||||||||||||||||||||
Expected volatility | 90.0% – 100.0% | Risk-free interest rate | 0.79% – 1.15 | % | 1.38 – 1.69 | % | |||||||||||||||||||||||
Expected forfeiture rate | 0.00% – 5.00% | Dividend yield | 0 | % | 0 | % | |||||||||||||||||||||||
Expected term (years) | 6.08 | 5.26 – 6.02 | |||||||||||||||||||||||||||
Expected forfeiture rate | 0 | % | 0.00 – 5.00 | % | |||||||||||||||||||||||||
Schedule of Information about Options Outstanding and Exercisable | Further information about the options outstanding and exercisable at September 30, 2014 is as follows: | Further information about the options outstanding and exercisable at December 31, 2012 and 2013 is as follows: | |||||||||||||||||||||||||||
Weighted | |||||||||||||||||||||||||||||
Weighted | Average | Options Outstanding and Exercisable at December 31, 2012 | |||||||||||||||||||||||||||
Average | Total Shares | Contractual | Total Shares | Weighted | Total Shares | Weighted | Total Shares | ||||||||||||||||||||||
Exercise Price | Outstanding | Life (in years) | Exercisable | Average | Outstanding | Average | Exercisable | ||||||||||||||||||||||
$ | 4.38 | 86,458 | 9.6 | 8,540 | Exercise Price | Contractual | |||||||||||||||||||||||
$ | 4.62 | 19,928 | 6.5 | 17,473 | Life (in years) | ||||||||||||||||||||||||
$ | 5.03 | 21,500 | 9.8 | — | $4.62 | 33,031 | 7.2 | 16,173 | |||||||||||||||||||||
$ | 5.04 | 8,233 | 4.8 | 8,233 | $5.04 | 30,408 | 5.1 | 28,244 | |||||||||||||||||||||
$ | 5.18 | 285,625 | 8.8 | 159,406 | $125.58 | 79 | 1.1 | 79 | |||||||||||||||||||||
$ | 5.35 | 117,500 | 9.7 | 4,686 | |||||||||||||||||||||||||
$ | 7.5 | 43,000 | 9.5 | — | 63,518 | 44,496 | |||||||||||||||||||||||
$ | 8.88 | 238,500 | 9.4 | — | |||||||||||||||||||||||||
$ | 9.11 | 54,298 | 9.4 | 54,298 | |||||||||||||||||||||||||
875,042 | 252,636 | ||||||||||||||||||||||||||||
Options Outstanding and Exercisable at December 31, 2013 | |||||||||||||||||||||||||||||
Weighted | Total Shares | Weighted | Total Shares | ||||||||||||||||||||||||||
Average | Outstanding | Average | Exercisable | ||||||||||||||||||||||||||
Exercise Price | Contractual | ||||||||||||||||||||||||||||
Life (in years) | |||||||||||||||||||||||||||||
$4.62 | 20,208 | 7.3 | 13,731 | ||||||||||||||||||||||||||
$5.04 | 12,460 | 5.5 | 12,455 | ||||||||||||||||||||||||||
$5.18 | 300,438 | 9.6 | 110,825 | ||||||||||||||||||||||||||
333,106 | 137,011 | ||||||||||||||||||||||||||||
Schedule of Performance Stock Units Vesting Percentage | Vesting of the RSU’s may occur based on the Company’s achievement of specified objectives as determined by the Company’s Board of Directors or Compensation Committee, as follows: | ||||||||||||||||||||||||||||
Percentage of | |||||||||||||||||||||||||||||
Overall RSU | |||||||||||||||||||||||||||||
Grant Subject to | |||||||||||||||||||||||||||||
Vesting | |||||||||||||||||||||||||||||
Target | |||||||||||||||||||||||||||||
Minimum revenue in 2015 | 25 | % | |||||||||||||||||||||||||||
Maximum EBITDA loss in 2015 | 15 | % | |||||||||||||||||||||||||||
Attainment of financial plan for fiscal 2015 | 20 | % | |||||||||||||||||||||||||||
Minimum value of strategic agreements by December 31, 2015 | 20 | % | |||||||||||||||||||||||||||
Implementation of four new diagnostic test panels by | 20 | % | |||||||||||||||||||||||||||
December 31, 2015 | |||||||||||||||||||||||||||||
Total | 100 | % | |||||||||||||||||||||||||||
Effects of Stock-Based Compensation Related to Equity Awards to Employees and Nonemployees on Condensed Statement of Operations and Comprehensive Loss | The following table presents the effects of stock-based compensation related to equity awards to employees and nonemployees on the unaudited condensed statement of operations and comprehensive loss during the periods presented: | The following table presents the effects of stock-based compensation related to equity awards to employees and nonemployees on the statement of operations during the periods presented: | |||||||||||||||||||||||||||
For the three months ended | For the nine months ended | ||||||||||||||||||||||||||||
September 30, | September 30, | For the years ended | |||||||||||||||||||||||||||
2013 | 2014 | 2013 | 2014 | December 31, | |||||||||||||||||||||||||
Stock Options | 2012 | 2013 | |||||||||||||||||||||||||||
Research and development expenses | $ | 246,313 | $ | 35,569 | $ | 253,828 | $ | 149,626 | Stock Options | ||||||||||||||||||||
General and administrative expenses | 141,693 | 236,769 | 155,197 | 908,490 | Research and development expenses | $ | 32,210 | $ | 298,618 | ||||||||||||||||||||
Sales and marketing expenses | — | 27,834 | — | 46,762 | General and administrative expenses | 22,530 | 221,726 | ||||||||||||||||||||||
Total expenses related to stock options | 388,006 | 300,172 | 409,025 | 1,104,878 | Sales and marketing expenses | 3,994 | — | ||||||||||||||||||||||
RSUs | |||||||||||||||||||||||||||||
Research and development expenses | — | 7,500 | — | 22,500 | Total expenses related to stock options | 58,734 | 520,344 | ||||||||||||||||||||||
General and administrative expenses | — | 13,750 | 274,371 | 379,208 | |||||||||||||||||||||||||
Total stock-based compensation | $ | 388,006 | $ | 321,422 | $ | 683,396 | $ | 1,506,586 | RSUs | ||||||||||||||||||||
Research and development expenses | — | 72,500 | |||||||||||||||||||||||||||
General and administrative expenses | 193,400 | 359,677 | |||||||||||||||||||||||||||
Total stock-based compensation | $ | 252,134 | $ | 952,521 | |||||||||||||||||||||||||
Liquidity_Additional_Informati
Liquidity - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||
Feb. 10, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2014 | Dec. 31, 2011 | |
Cash And Cash Equivalents [Line Items] | ||||||||||||||||
Accumulated deficit | ($134,405,481) | ($122,420,976) | ($113,187,793) | ($134,405,481) | ($122,420,976) | ($113,187,793) | ||||||||||
Net loss | -3,859,794 | -2,472,009 | -2,860,191 | -1,975,009 | -1,925,974 | -2,947,125 | -2,869,883 | -2,725,279 | -3,717,239 | -11,984,505 | -6,761,174 | -9,233,183 | -12,259,526 | |||
Line of credit outstanding | 8,371,000 | 8,371,000 | ||||||||||||||
Cash proceeds from IPO, net of underwriting discounts and additional costs | 17,390,240 | 17,390,240 | ||||||||||||||
Cash and cash equivalents | 8,819,872 | 69,178 | 302,908 | 4,483 | 17,964 | 185,256 | 72,483 | 361,062 | 82,486 | 8,819,872 | 302,908 | 69,178 | 185,256 | 435,292 | ||
Oxford Finance LLC [Member] | ||||||||||||||||
Cash And Cash Equivalents [Line Items] | ||||||||||||||||
Net cash proceeds on term loan | 4,927,000 | |||||||||||||||
Previously Reported [Member] | ||||||||||||||||
Cash And Cash Equivalents [Line Items] | ||||||||||||||||
Cash proceeds from IPO, net of underwriting discounts and additional costs | 16,673,000 | |||||||||||||||
Note Agreements with Certain Shareholders and Line of Credit [Member] | ||||||||||||||||
Cash And Cash Equivalents [Line Items] | ||||||||||||||||
Debt instrument carrying amount | $6,226,000 | $8,530,000 | $6,226,000 | $8,530,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - (Additional Information) (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||||
Feb. 04, 2014 | Nov. 30, 2013 | Nov. 30, 2011 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 28, 2013 | Feb. 10, 2014 | Jul. 31, 2013 | Jul. 30, 2013 | Jul. 22, 2013 | Jul. 21, 2013 | Dec. 31, 2011 | |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Common stock, shares issued upon conversion of Series A Preferred Stock | 1,652,851 | 1,652,851 | |||||||||||||||||||||
Exercise price of warrants | $10 | ||||||||||||||||||||||
Common stock, shares authorized | 40,000,000 | 44,260,000 | 40,000,000 | 53,000,000 | 14,600,000 | 40,000,000 | 53,000,000 | 14,600,000 | 14,600,000 | 14,600,000 | |||||||||||||
Preferred stock, shares authorized | 5,000,000 | 100,000,000 | 14,600,000 | ||||||||||||||||||||
Preferred stock, par value | $0.00 | $0.00 | $0.00 | $0.00 | |||||||||||||||||||
Common stock, par value | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | |||||||||||||
Reverse stock split of common shares, ratio | 0.0714 | 0.333 | |||||||||||||||||||||
Number of suppliers | one supplier | ||||||||||||||||||||||
Allowance for doubtful accounts | $0 | $0 | $0 | $0 | |||||||||||||||||||
Depreciation expense | 267,000 | 366,000 | |||||||||||||||||||||
Research and development expenses | 1,310,905 | 710,845 | 975,104 | 690,582 | 710,206 | 1,257,708 | 1,506,935 | 1,544,206 | 2,253,303 | 3,427,513 | 2,375,892 | 3,086,737 | 6,562,152 | ||||||||||
Accrual for interest or penalties for income taxes | 0 | 0 | 0 | 0 | |||||||||||||||||||
Interest or penalties expense on income taxes | 0 | 0 | |||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Estimated useful life of assets | 3 years | ||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Estimated useful life of assets | 5 years | ||||||||||||||||||||||
Customer Concentration Risk [Member] | Sales Revenue [Member] | Clarient Diagnostic Services [Member] | |||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Concentration risk percentage | 10.00% | 79.00% | |||||||||||||||||||||
Customer Concentration Risk [Member] | Sales Revenue [Member] | Dana Farber Partners Cancer Care [Member] | |||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Concentration risk percentage | 77.00% | ||||||||||||||||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Clarient Diagnostic Services [Member] | |||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Concentration risk percentage | 100.00% | ||||||||||||||||||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Dana Farber Partners Cancer Care [Member] | |||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Concentration risk percentage | 100.00% | ||||||||||||||||||||||
Customer Concentration Risk [Member] | Customer One [Member] | Sales Revenue [Member] | |||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Concentration risk percentage | 78.00% | ||||||||||||||||||||||
Customer Concentration Risk [Member] | Customer Two [Member] | Sales Revenue [Member] | |||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Concentration risk percentage | 11.00% | ||||||||||||||||||||||
Customer Concentration Risk [Member] | Customer Three [Member] | Sales Revenue [Member] | |||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Concentration risk percentage | 10.00% | ||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Convertible promissory note converted into common stock | 42,245,834 | 42,245,834 | 42,245,834 | ||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 100,000,000 | 36,460,000 | 5,000,000 | 100,000,000 | 36,460,000 | 36,460,000 | ||||||||||||||||
Preferred stock, par value | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | |||||||||||||||
Pro Forma [Member] | |||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Common stock, shares issued upon conversion of Series A Preferred Stock | 1,652,851 | ||||||||||||||||||||||
Write-off of interest expense for unamortized discount | 874,158 | ||||||||||||||||||||||
Reclassfication to line of credit for previousily recorded unamortized debt discount on notes payable | 315,243 | ||||||||||||||||||||||
Shares of common stock issuance as settlement of certain restricted stock unit | 73,151 | ||||||||||||||||||||||
Common stock, shares authorized | 40,000,000 | 40,000,000 | |||||||||||||||||||||
Pro Forma [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||||||||||||||||||
Pro Forma [Member] | IPO [Member] | |||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||||||||||
Notes payable and accrued interest converted | $6,886,000 | ||||||||||||||||||||||
Convertible promissory note converted into common stock | 688,610 | ||||||||||||||||||||||
Exercise price of warrants | $10 | $10 |
Schedule_of_Fair_Value_of_Warr
Schedule of Fair Value of Warrants (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $1,128 | $2,140,532 | $981,747 |
Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $2,140,532 | $2,140,532 | $981,747 |
Summary_of_Changes_in_Fair_Val
Summary of Changes in Fair Value of Warrants (Detail) (Warrants [Member], USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Warrants [Member] | |||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | $2,140,532 | $981,747 | $923,325 |
Warrant liability incurred | 135,222 | 2,322,042 | 512,811 |
Change in fair value included in expense | 200,994 | -782,112 | -454,389 |
Warrant liability reclassified to additional paid-in capital | -2,475,620 | -381,145 | |
Ending Balance | $1,128 | $2,140,532 | $981,747 |
Balance_Sheet_Details_Schedule
Balance Sheet Details - Schedule of Fixed Assets and Accrued Liabilities (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fixed Assets | |||
Machinery and equipment | $2,773,875 | $2,761,560 | $2,761,560 |
Furniture and office equipment | 209,844 | 209,844 | 209,844 |
Computer equipment and software | 681,508 | 681,508 | 681,508 |
Leasehold improvements | 506,328 | 373,653 | 373,653 |
Financed equipment | 878,447 | 677,000 | 677,000 |
Construction in process | 12,739 | 12,299 | 11,588 |
Total fixed assets, gross | 5,062,741 | 4,715,864 | 4,715,153 |
Less accumulated depreciation and amortization | 4,534,493 | 4,356,977 | 4,090,423 |
Total fixed assets, net | 528,248 | 358,887 | 624,730 |
Accrued Liabilities | |||
Accrued interest | 33,125 | 524,885 | 1,963,007 |
Accrued payroll | 148,664 | 125,299 | 185,150 |
Deferred wages | 1,377,987 | 972,405 | |
Accrued vacation | 251,108 | 213,601 | 224,187 |
Accrued bonuses | 122,100 | ||
Other | 25,605 | 286 | 2,057 |
Total accrued liabilities | $580,602 | $2,242,058 | $3,346,806 |
Balance_Sheet_Details_Addition
Balance Sheet Details - Additional Information (Detail) (USD $) | 9 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cost related to IPO Issuance [Abstract] | |||
Cost related to IPO issuance | $538,318 | ||
Other non-current assets, net | 25,365 | 500 | 269,083 |
Additional stock issuance cost offset against paid-in capital | 1,211,896 | ||
Underwriting discounts offset against paid-in capital | 1,330,000 | ||
Stock option and restricted stock offset against paid-in capital | 746,259 | ||
Accounts Payable [Member] | |||
Cost related to IPO Issuance [Abstract] | |||
Unpaid invoices | $328,221 |
Line_of_Credit_Additional_Info
Line of Credit - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Sep. 30, 2014 | Jul. 31, 2013 | |
Line Of Credit Facility [Line Items] | |||
Credit facility, net | $4,731,541 | ||
UBS Bank [Member] | |||
Line Of Credit Facility [Line Items] | |||
Credit facility, net | $2,000,000 | $1,500,000 | |
Debt instrument, description of variable rate basis | Interest accrues daily on the outstanding balance and is paid monthly at a variable rate which, as of December 31, 2013, was 2.75% over the 30 day LIBOR rate or a nominal annual interest rate of 2.92%. | ||
Common stock warrants coverage amount of the fair market value | 50.00% | ||
UBS Bank [Member] | London Interbank Offered Rate (LIBOR) | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.75% | ||
UBS Bank [Member] | Base Rate | |||
Line Of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.92% |
Notes_Payable_Summary_of_Short
Notes Payable - Summary of Short-term and Long-term Debt Obligations (Detail) (USD $) | Feb. 10, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | |||
Other debt discount | ($996,024) | ||
Total notes payable | 5,200,599 | 22,376,427 | |
Less current portion | 5,200,599 | 21,631,427 | |
Long-term portion | 745,000 | ||
Goodman Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 1,935,000 | ||
2008 Convertible Note [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 1,400,000 | 1,400,000 | |
2011 Convertible Bridge Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 12,336,427 | ||
2012 Revolver Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 5,960,000 | ||
2013 Convertible Bridge Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 4,115,842 | 745,000 | |
Other debt discount | -874,000 | ||
Other Debt | |||
Debt Instrument [Line Items] | |||
Other debt discount | ($315,243) |
Notes_Payable_Summary_of_Short1
Notes Payable - Summary of Short-term and Long-term Debt Obligations (Parenthetical) (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Jan. 13, 2012 | |
Goodman Note [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.25% | ||
Notes payble maturity month and year | 2015-04 | ||
Debt instrument carrying amount | $1,935,000 | ||
2011 Convertible Bridge Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 12,336,427 | ||
2012 Revolver Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 10.00% | ||
Notes payble maturity month and year | 2012-04 | ||
Debt instrument carrying amount | 5,960,000 | ||
2013 Convertible Bridge Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 8.00% | ||
Debt instrument carrying amount | 4,115,842 | 745,000 | |
Warrants outstanding | 874,158 | 0 | |
Major Shareholder [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 3,905,000 | 17,780,000 | |
Major Shareholder [Member] | 2011 Convertible Bridge Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 11,250,000 | ||
Major Shareholder [Member] | 2012 Revolver Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | 5,810,000 | ||
Major Shareholder [Member] | 2013 Convertible Bridge Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument carrying amount | $2,505,000 | $720,000 |
Note_Payable_Additional_Inform
Note Payable - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 28, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ||||
Notes payable converted | $20,231,000 | $20,231,000 | $20,231,000 | |
Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Total interest expense on debt | 1,964,000 | 2,125,000 | ||
Accrued interest | 516,000 | 1,957,000 | ||
Series A Convertible Preferred Stock [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible note converted into preferred shares | 42,245,834 | 42,245,834 | 42,245,834 | |
Accrued interest [Member] | ||||
Debt Instrument [Line Items] | ||||
Accrued interest on convertible debt converted | $2,581,000 | $2,581,000 | $2,581,000 |
Convertible_Notes_and_Warrants2
Convertible Notes and Warrants - Goodman Note - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | |||||||||
Jun. 28, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | 31-May-10 | Jun. 30, 2013 | Jul. 31, 2013 | Jan. 31, 2009 | Apr. 30, 2005 | Sep. 30, 2014 | Feb. 10, 2014 | Dec. 31, 2012 | Apr. 30, 2014 | Dec. 31, 2011 | Dec. 31, 2010 | Feb. 28, 2009 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Exercise price of warrants | $10 | ||||||||||||||
Debt, principal amount converted | $20,231,000 | $20,231,000 | $20,231,000 | ||||||||||||
Conversion price of notes | $10 | ||||||||||||||
Warrant liability | 2,140,532 | 1,128 | 981,747 | ||||||||||||
Common Stock [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Exercise price of warrants | $4.72 | ||||||||||||||
Accrued interest [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Accrued interest on convertible debt converted | 2,581,000 | 2,581,000 | 2,581,000 | ||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Convertible note converted into preferred shares | 42,245,834 | 42,245,834 | 42,245,834 | ||||||||||||
Goodman Note [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Debt, fixed interest rate per annum | 3.25% | ||||||||||||||
Principal payment, beginning date | 1-May-10 | ||||||||||||||
Repayment of notes payable | 750,000 | ||||||||||||||
Additional principal payment | 0 | 0 | 180,000 | 135,000 | |||||||||||
Debt, principal amount converted | 1,935,000 | 1,935,000 | |||||||||||||
Conversion price of notes | $0.54 | ||||||||||||||
Warrant liability | 62,000 | ||||||||||||||
Goodman Note [Member] | Common Stock [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Warrants issued in connection with conversion of notes | 23,809 | ||||||||||||||
Period for which warrats will be exercisable beginning with the closing of IPO | 2 years | ||||||||||||||
Goodman Note [Member] | Accrued interest [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Accrued interest on convertible debt converted | 105,000 | 105,000 | |||||||||||||
Goodman Note [Member] | May 1, 2010 through January 31, 2011 [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Periodic principal payment | 45,000 | ||||||||||||||
Goodman Note [Member] | February 1, 2012 through January 31, 2014 [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Periodic principal payment | 90,000 | ||||||||||||||
Goodman Note [Member] | February 1, 2014 through the maturity date [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Periodic principal payment | 150,000 | ||||||||||||||
Goodman Note [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Percentage of principal amount of convertible loan divided by the exercise price which equals number of shares exercised | 10.00% | ||||||||||||||
Notice period of warrant conversion | 20 days | ||||||||||||||
Exercise price of warrants | $0.60 | ||||||||||||||
Convertible note converted into preferred shares | 3,777,324 | 3,777,324 | |||||||||||||
Goodman Note [Member] | Minimum [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Proceeds from issuance of warrants for equity finance | 2,000,000 | ||||||||||||||
Unsecured Debt [Member] | Goodman Note [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Debt instrument initial principal amount | 3,000,000 | $15,000,000 | |||||||||||||
Debt, maturity date description | The principal and any interest amounts that remain outstanding was set to mature at the earlier of (a) April 20, 2010, or (b) the date immediately prior to the Companybs closing of an acquisition or asset transfer as defined by the Companybs amended and restated articles of incorporation. | The note required interest payments and principal settlement upon maturity at the earliest of (a) April 20, 2010, (b) the Company being acquired, or (c) the Company having a change in control, other than through the sale of preferred shares | |||||||||||||
Percentage of arrear accrued interest payable due on each quarter beginning February 1, 2009 | 25.00% | ||||||||||||||
Unsecured Debt [Member] | Goodman Note [Member] | Prime Rate [Member] | |||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||||||
Debt instrument, basis spread on variable rate | 0.25% |
Convertible_Notes_and_Warrants3
Convertible Notes and Warrants - 2008 Convertible Note - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2008 | Dec. 31, 2013 | Feb. 10, 2014 | |
Temporary Equity [Line Items] | |||
Exercise price of warrants | $10 | ||
2008 Convertible Note [Member] | |||
Temporary Equity [Line Items] | |||
Debt instrument initial principal amount | $1,400,000 | ||
Debt, maturity date description | The 2008 Convertible Note bears interest at a variable rate based on prime per annum payable at maturity, and matures at the earliest occurrence of, (a) the passing of 48 months from inception of the note, (b) the closing date of an acquisition or asset transfer as defined by the note, or (c) the closing date of the issuance and sale of shares of common stock of the Company in the Companybs IPO. | ||
2008 Convertible Note [Member] | Series A Convertible Preferred Stock [Member] | |||
Temporary Equity [Line Items] | |||
Proceeds received from sale of preferred shares including converison of convertible loan amount that triggers conversion of debt | 20,000,000 | ||
Proceeds sale of shares that triggers conversion of debt | 2,000,000 | ||
Notice period of warrant conversion | 20 days | ||
Exercise price of warrants | $0.60 | ||
2008 Convertible Note [Member] | Series A Convertible Preferred Stock [Member] | Minimum [Member] | |||
Temporary Equity [Line Items] | |||
Proceeds from issuance of warrants for equity finance | $2,000,000 |
Convertible_Notes_and_Warrants4
Convertible Notes and Warrants - 2011 Convertible Bridge Notes - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Jun. 28, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2011 | Dec. 31, 2011 | Feb. 10, 2014 | Jun. 30, 2013 | |
Temporary Equity [Line Items] | |||||||||
Proceeds from issuance of notes payable | $5,960,000 | ||||||||
Conversion price of notes | $10 | ||||||||
Warrant liability | 1,128 | 2,140,532 | 981,747 | ||||||
Expected term (in years) | 10 years | ||||||||
Underlying preferred share price | $4.74 | ||||||||
Fair value assumptions, exercise Price | $4.72 | ||||||||
Dividend yield | 0.00% | ||||||||
Volatility rate | 110.00% | ||||||||
Debt, principal amount converted | 20,231,000 | 20,231,000 | 20,231,000 | ||||||
Exercise price of warrants | $10 | ||||||||
Accrued interest [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Accrued interest on convertible debt converted | 2,581,000 | 2,581,000 | 2,581,000 | ||||||
Warrants [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Expected term (in years) | 5 years | ||||||||
Underlying preferred share price | $8.91 | ||||||||
Fair value assumptions, exercise Price | $12.50 | ||||||||
Dividend yield | 0.00% | ||||||||
Volatility rate | 90.00% | ||||||||
Series A Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Convertible note converted into preferred shares | 42,245,834 | 42,245,834 | 42,245,834 | ||||||
2011 Convertible Bridge Notes [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Proceeds from issuance of notes payable | 5,000,000 | ||||||||
Conversion price of notes | $0.54 | $0.54 | |||||||
Debt instrument initial principal amount | 12,336,000 | ||||||||
Additional principal payment | 0 | ||||||||
Debt, principal amount converted | 12,336,000 | ||||||||
Fair value of warrants reclassified into additional paid-in capital | 236,799 | ||||||||
Exercise price of warrants | $0.54 | ||||||||
2011 Convertible Bridge Notes [Member] | Accrued interest [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Accrued interest on convertible debt converted | 1,832,000 | ||||||||
2011 Convertible Bridge Notes [Member] | Warrants [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Warrant liability | 1,400,000 | ||||||||
Expected term (in years) | 5 years | ||||||||
Fair value assumptions, exercise Price | $0.54 | ||||||||
Dividend yield | 0.00% | ||||||||
Accretion of discount recognized as interest expense | 302,000 | ||||||||
2011 Convertible Bridge Notes [Member] | Warrants [Member] | Minimum [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Underlying preferred share price | $0.25 | ||||||||
Average risk free interest rate | 0.70% | ||||||||
Volatility rate | 100.00% | ||||||||
2011 Convertible Bridge Notes [Member] | Warrants [Member] | Maximum [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Underlying preferred share price | $0.54 | ||||||||
Average risk free interest rate | 2.26% | ||||||||
Volatility rate | 105.00% | ||||||||
2011 Convertible Bridge Notes [Member] | Series A Convertible Preferred Stock [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Proceeds sale of shares that triggers conversion of debt | 20,000,000 | ||||||||
Notice period for early termination of warrant | 20 days | ||||||||
Convertible note converted into preferred shares | 26,237,611 | ||||||||
2011 Convertible Bridge Notes [Member] | Period One | |||||||||
Temporary Equity [Line Items] | |||||||||
Proceeds from issuance of notes payable | 6,000,000 | ||||||||
2011 Convertible Bridge Notes [Member] | Period Two | |||||||||
Temporary Equity [Line Items] | |||||||||
Proceeds from issuance of notes payable | $15,000,000 | ||||||||
2012 Revolver Notes [Member] | |||||||||
Temporary Equity [Line Items] | |||||||||
Interest rate | 8.00% |
Convertible_Notes_and_Warrants5
Convertible Notes and Warrants - 2012 Revolver Notes - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jun. 28, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Feb. 10, 2014 | Dec. 31, 2012 | Sep. 13, 2013 | Jan. 13, 2012 | Apr. 05, 2012 | Nov. 08, 2012 | |
Temporary Equity [Line Items] | ||||||||||
Issuance of notes, amount | $2,600,000 | $2,600,000 | ||||||||
Conversion price of notes | $10 | |||||||||
Warrant liability | 1,128 | 2,140,532 | 981,747 | |||||||
Expected term (in years) | 10 years | |||||||||
Underlying preferred share price | $4.74 | |||||||||
Fair value assumptions, exercise Price | $4.72 | |||||||||
Dividend yield | 0.00% | |||||||||
Volatility rate | 110.00% | |||||||||
Debt, principal amount converted | 20,231,000 | 20,231,000 | 20,231,000 | |||||||
Exercise price of warrants | $10 | |||||||||
Accrued interest [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Accrued interest on convertible debt converted | 2,581,000 | 2,581,000 | 2,581,000 | |||||||
Warrants [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Expected term (in years) | 5 years | |||||||||
Underlying preferred share price | $8.91 | |||||||||
Fair value assumptions, exercise Price | $12.50 | |||||||||
Dividend yield | 0.00% | |||||||||
Volatility rate | 90.00% | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Convertible note converted into preferred shares | 42,245,834 | 42,245,834 | 42,245,834 | |||||||
2012 Revolver Notes [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Issuance of notes, amount | 1,750,000 | |||||||||
Notes payble maturity month and year | 2012-04 | |||||||||
Interest rate | 10.00% | |||||||||
Proceeds received from sale of shares that triggers exercise of warrants | 20,000,000 | |||||||||
Conversion price of notes | $0.54 | |||||||||
Notice period for early termination of warrant | 20 days | |||||||||
Debt instrument initial principal amount | 5,960,000 | |||||||||
Additional principal payment | 0 | |||||||||
Debt, principal amount converted | 5,960,000 | |||||||||
Exercise price of warrants | $0.54 | |||||||||
Fair value of warrants reclassified into additional paid-in capital | 144,000 | |||||||||
2012 Revolver Notes [Member] | Accrued interest [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Accrued interest on convertible debt converted | 645,000 | |||||||||
2012 Revolver Notes [Member] | Warrants [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Warrant liability | 396,000 | |||||||||
Expected term (in years) | 5 years | |||||||||
Fair value assumptions, exercise Price | $0.54 | |||||||||
Dividend yield | 0.00% | |||||||||
Volatility rate | 105.00% | |||||||||
Accretion of discount recognized as interest expense | 396,000 | |||||||||
2012 Revolver Notes [Member] | Warrants [Member] | Minimum [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Underlying preferred share price | $0.24 | |||||||||
Average risk free interest rate | 0.62% | |||||||||
2012 Revolver Notes [Member] | Warrants [Member] | Maximum [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Underlying preferred share price | $0.30 | |||||||||
Average risk free interest rate | 1.02% | |||||||||
2012 Revolver Notes [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Conversion price of notes | $0.54 | |||||||||
Convertible note converted into preferred shares | 12,230,899 | |||||||||
First Amendment [Member] | 2012 Revolver Notes [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Issuance of notes, amount | 5,000,000 | |||||||||
Extended maturity date, start | 31-May-12 | |||||||||
Extended maturity date, end | 31-Jul-12 | |||||||||
Second Amendment [Member] | 2012 Revolver Notes [Member] | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Issuance of notes, amount | $8,000,000 | |||||||||
Extended maturity date, start | 30-Nov-12 | |||||||||
Extended maturity date, end | 31-Dec-12 |
Convertible_Notes_and_Warrants6
Convertible Notes and Warrants - Other - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 10, 2013 | Sep. 10, 2012 | Dec. 31, 2012 | Feb. 10, 2014 | |
Class Of Warrant Or Right [Line Items] | |||||||
Warrant coverage amount | $502,605 | $502,605 | |||||
Exercise price of warrants | $10 | ||||||
Expected term (in years) | 10 years | ||||||
Fair value of common stock warrants issued in conjunction with guarantees on additional borrowings | 135,222 | 309,000 | 309,000 | ||||
Underlying preferred share price | $4.74 | ||||||
Fair value assumptions, exercise Price | $4.72 | ||||||
Dividend yield | 0.00% | ||||||
Volatility rate | 110.00% | ||||||
Warrant liability | 1,128 | 2,140,532 | 981,747 | ||||
Other [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Warrant coverage amount | 40,000 | ||||||
Exercise price of warrants | $0.60 | ||||||
Proceeds received from sale of company preferred shares | 15,000,000 | ||||||
Expected term (in years) | 5 years | 7 years | |||||
Notice period for early termination of warrant | 20 days | ||||||
Fair value of common stock warrants issued in conjunction with guarantees on additional borrowings | 309,000 | ||||||
Average risk free interest rate | 1.38% | ||||||
Dividend yield | 0.00% | ||||||
Volatility rate | 105.00% | ||||||
Fair value assumption, probability percentage | 25.00% | ||||||
Fair value price | 0 | ||||||
Warrant liability | 282,000 | ||||||
Other [Member] | Black Scholes Valuation Model | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Fair value assumption, probability percentage | 75.00% | ||||||
Other [Member] | Minimum [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Fair value assumptions, exercise Price | $3.08 | ||||||
Other [Member] | Maximum [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Fair value assumptions, exercise Price | $14.28 | ||||||
Warrants To Purchase Preferred Stock | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Fair value of common stock warrants issued in conjunction with guarantees on additional borrowings | 982,000 | ||||||
Underlying preferred share price | $0.25 | ||||||
Fair value assumptions, exercise Price | $0.54 | ||||||
Dividend yield | 0.00% | ||||||
Volatility rate | 105.00% | ||||||
Warrants To Purchase Preferred Stock | Minimum [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Expected term (in years) | 3 years 29 days | ||||||
Average risk free interest rate | 0.35% | ||||||
Warrants To Purchase Preferred Stock | Maximum [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Expected term (in years) | 4 years 11 months 1 day | ||||||
Average risk free interest rate | 0.70% | ||||||
Common Stock Warrants [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Warrant coverage amount | 502,605 | ||||||
Fair value assumption, probability percentage | 25.00% | ||||||
Warrant liability | $2,132,000 | ||||||
Common Stock Warrants [Member] | Five-Year Term [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Expected term (in years) | 5 years | ||||||
Common Stock Warrants [Member] | Two-Year Term [Member] | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Expected term (in years) | 2 years | ||||||
Common Stock Warrants [Member] | Black Scholes Valuation Model | |||||||
Class Of Warrant Or Right [Line Items] | |||||||
Fair value assumption, probability percentage | 75.00% |
Convertible_Notes_and_Warrants7
Convertible Notes and Warrants - 2013 Convertible Bridge Notes - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Dec. 31, 2013 | Feb. 10, 2014 | Dec. 31, 2012 | Jun. 28, 2013 | |
Temporary Equity [Line Items] | |||||
Issuance of notes, amount | $2,600,000 | $2,600,000 | |||
Credit facility, net | 4,731,541 | ||||
Fair value assumptions, exercise Price | $4.72 | ||||
Expected term (in years) | 10 years | ||||
Dividend yield | 0.00% | ||||
Volatility rate | 110.00% | ||||
Warrant liability | 1,128 | 2,140,532 | 981,747 | ||
Unamortized discount | 996,024 | ||||
2013 Convertible Bridge Notes [Member] | |||||
Temporary Equity [Line Items] | |||||
Issuance of notes, amount | 7,000,000 | ||||
Credit facility, net | 4,990,000 | 745,000 | |||
Interest rate | 8.00% | ||||
Maturity date | 31-May-14 | ||||
Common stock gross cumulative proceeds | 8,000,000 | ||||
Percentage of warrants exercisable | 50.00% | ||||
Notice period for early termination of warrant | 20 days | ||||
Grant date fair value of liability classified warrants issued | 1,559,000 | ||||
Expected term (in years) | 5 years | ||||
Dividend yield | 0.00% | ||||
Fair value price | 0 | ||||
Warrant liability | 1,399,000 | ||||
Accretion of discount recognized as interest expense | 685,000 | ||||
Unamortized discount | 874,000 | ||||
2013 Convertible Bridge Notes [Member] | Minimum [Member] | |||||
Temporary Equity [Line Items] | |||||
Fair value assumptions, exercise Price | $1.48 | ||||
Average risk free interest rate | 1.38% | ||||
Volatility rate | 100.00% | ||||
Fair value assumption, probability percentage | 20.00% | ||||
2013 Convertible Bridge Notes [Member] | Minimum [Member] | Black Scholes Valuation Model | |||||
Temporary Equity [Line Items] | |||||
Fair value assumption, probability percentage | 75.00% | ||||
2013 Convertible Bridge Notes [Member] | Maximum [Member] | |||||
Temporary Equity [Line Items] | |||||
Fair value assumptions, exercise Price | $14.28 | ||||
Average risk free interest rate | 1.73% | ||||
Volatility rate | 105.00% | ||||
Fair value assumption, probability percentage | 25.00% | ||||
2013 Convertible Bridge Notes [Member] | Maximum [Member] | Black Scholes Valuation Model | |||||
Temporary Equity [Line Items] | |||||
Fair value assumption, probability percentage | 80.00% | ||||
2013 Convertible Bridge Notes [Member] | Major Shareholder [Member] | |||||
Temporary Equity [Line Items] | |||||
Credit facility, net | $2,505,000 | $720,000 |
Convertible_Notes_and_Warrants8
Convertible Notes and Warrants - Line of Credit - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 10, 2014 | |
Line Of Credit Facility [Line Items] | |||||||
Change in fair value of warrant liabilities | ($3,326) | $7,647 | $200,994 | ($593,365) | ($782,112) | ($454,389) | |
Fair value assumptions, exercise Price | $4.72 | $4.72 | |||||
Expected term (in years) | 10 years | ||||||
Dividend yield | 0.00% | ||||||
Volatility rate | 110.00% | ||||||
Unamortized discount | 996,024 | ||||||
Common Stock Warrants [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Fair value assumption, probability percentage | 25.00% | ||||||
Common Stock Warrants [Member] | Black Scholes Valuation Model | |||||||
Line Of Credit Facility [Line Items] | |||||||
Fair value assumption, probability percentage | 75.00% | ||||||
Common Stock Warrants [Member] | Line of Credit [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Fair market value of the collateral posted for the line of credit | 2,178,000 | ||||||
Common stock warrants coverage amount of the fair market value | 50.00% | ||||||
Expected term (in years) | 2 years | ||||||
Dividend yield | 0.00% | ||||||
Fair value assumption, probability percentage | 25.00% | ||||||
Fair value of warrants recorded as liability | 390,000 | ||||||
Accretion of discount recognized as interest expense | 139,000 | ||||||
Unamortized discount | $315,000 | ||||||
Common Stock Warrants [Member] | Line of Credit [Member] | Black Scholes Valuation Model | |||||||
Line Of Credit Facility [Line Items] | |||||||
Fair value assumption, probability percentage | 75.00% | ||||||
Common Stock Warrants [Member] | Line of Credit [Member] | Minimum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Fair value assumptions, exercise Price | $1.48 | ||||||
Average risk free interest rate | 0.38% | ||||||
Volatility rate | 90.00% | ||||||
Common Stock Warrants [Member] | Line of Credit [Member] | Maximum [Member] | |||||||
Line Of Credit Facility [Line Items] | |||||||
Fair value assumptions, exercise Price | $14.28 | ||||||
Average risk free interest rate | 1.38% | ||||||
Volatility rate | 105.00% |
Fair_Value_Measurement_Schedul
Fair Value Measurement - Schedule of Fair Value of Warrant Liability (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | Feb. 10, 2014 | |
Warrant Fair Value Black Scholes Method [Line Items] | |||
Stock price | $4.74 | ||
Exercise price of warrants | $10 | ||
Dividend yield | 0.00% | ||
Expected term (in years) | 10 years | ||
Volatility rate | 110.00% | ||
Fair value assumptions, exercise Price | $4.72 | ||
Discount rate-bond equivalent yield | 2.67% | ||
Warrants [Member] | Five-Year Term [Member] | |||
Warrant Fair Value Black Scholes Method [Line Items] | |||
Stock price | $8.91 | $7.69 | |
Exercise price of warrants | $7.69 | ||
Dividend yield | 0.00% | 0.00% | |
Discount rate-bond equivalent yield | 1.73% | ||
Expected term (in years) | 5 years | 5 years | |
Volatility rate | 90.00% | 100.00% | |
Fair value assumptions, exercise Price | $10 | ||
Discount rate-bond equivalent yield | 1.48% | ||
Warrants [Member] | Two-Year Term [Member] | |||
Warrant Fair Value Black Scholes Method [Line Items] | |||
Stock price | $8.91 | $1.48 | |
Exercise price of warrants | $1.48 | ||
Dividend yield | 0.00% | 0.00% | |
Expected term (in years) | 2 years | 2 years | |
Volatility rate | 90.00% | 90.00% | |
Fair value assumptions, exercise Price | $10 | ||
Discount rate-bond equivalent yield | 0.32% |
Convertible_Notes_and_Warrants9
Convertible Notes and Warrants - Change in Estimated Fair Value of Warrant Liability - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Warrants And Rights Note Disclosure [Abstract] | ||||||
Change in fair value of warrant liability | ($3,326) | $7,647 | $200,994 | ($593,365) | ($782,112) | ($454,389) |
Supplier_Financing_Additional_
Supplier Financing - Additional Information (Detail) (Financing Agreements With Supplier [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Laboratory equipment [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument initial principal amount | $177,000 | ||
Interest rate | 7.40% | ||
Remaining balance under financing agreement | 62,000 | 62,000 | |
Laboratory Software [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.95% | 5.95% | |
Remaining balance under financing agreement | 91,000 | 129,000 | |
Financing agreement, due period | 1 year | ||
Director [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument initial principal amount | 256,000 | ||
Interest rate | 0.00% | ||
Financing agreement, average interest rate | 8.00% | 8.00% | |
Interest expense under financing agreement | 5,000 | 17,000 | |
Remaining balance under financing agreement | $66,000 | $60,000 |
Shareholders_Deficit_Additiona
Shareholders' Deficit - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jun. 28, 2013 | Nov. 30, 2013 | Nov. 30, 2011 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2014 | Feb. 04, 2014 | Jul. 31, 2013 | Jul. 30, 2013 | Jul. 22, 2013 | Jul. 21, 2013 | |
Class Of Stock [Line Items] | |||||||||||||
Common stock, shares authorized | 44,260,000 | 53,000,000 | 14,600,000 | 14,600,000 | 40,000,000 | 40,000,000 | 14,600,000 | ||||||
Reverse stock split of common shares, ratio | 0.0714 | 0.333 | |||||||||||
Common stock, par value | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | |||||||
Preferred stock, shares authorized | 5,000,000 | 100,000,000 | 14,600,000 | ||||||||||
Preferred stock, par value | $0.00 | $0.00 | |||||||||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||||||||||||
Shares Issued, Price Per Share | $10 | ||||||||||||
Dividends, Preferred Stock, Stock | $0 | $0 | $0 | ||||||||||
Preferred Stock, Voting Rights | The holders of preferred shares have the right to one vote for each common share into which the preferred shares are convertible. | ||||||||||||
Proceeds from Issuance of Common Stock Threshold for Automatic Conversion of Preferred Stock | 20,000,000 | ||||||||||||
Issuance Per Share of Common Stock Threshold for Automatic Conversion of Preferred Stock | $25.20 | ||||||||||||
Convertible Preferred Stock, Terms of Conversion | The convertible preferred shares may be converted into common shares at any time at the option of the holder utilizing the then effective Series A preferred conversion price. All preferred shares shall be automatically converted into common shares utilizing the then effective Series A preferred conversion price upon a) the election of the holders of a majority of the outstanding shares of Series A preferred stock, or b) the closing of a firmly underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the sale of the Companybs common stock if gross proceeds are at least $20,000,000 and the per share price is at least $25.20. | ||||||||||||
Debt, principal amount converted | 20,231,000 | 20,231,000 | 20,231,000 | ||||||||||
Accrued interest [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Accrued interest converted | $2,581,000 | $2,581,000 | $2,581,000 | ||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 100,000,000 | 36,460,000 | 36,460,000 | 5,000,000 | |||||||||
Preferred stock, par value | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | ||||||||
Shares Issued, Price Per Share | $0.60 | ||||||||||||
Series A Convertible Preferred Stock [Member] | Series A Preferred Stock [Member] | |||||||||||||
Class Of Stock [Line Items] | |||||||||||||
Shares issued for conversion of notes payable and accrued interest of $20.2 million and $2.6?million, respectively, shares | 42,245,834 |
Accounting_for_StockBased_Comp2
Accounting for Stock-Based Compensation Expense - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||
Nov. 30, 2011 | Nov. 30, 2013 | Nov. 30, 2011 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 30, 2010 | Jun. 12, 2014 | Aug. 31, 2013 | Feb. 13, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Feb. 04, 2014 | Jul. 22, 2013 | Dec. 31, 2011 | Jul. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 44,260,000 | 44,260,000 | 40,000,000 | 53,000,000 | 14,600,000 | 40,000,000 | 14,600,000 | 14,600,000 | ||||||||||
Reverse stock split of common shares, ratio | 0.0714 | 0.333 | ||||||||||||||||
Stock options granted | 594,798 | 300,438 | 330 | |||||||||||||||
Option awards vesting period | 10 years | |||||||||||||||||
Time period for vesting grants in installments on monthly basis | 12 months | |||||||||||||||||
Option awards assumptions, method used | Black-Scholes pricing model | Black-Scholes pricing model | ||||||||||||||||
Weighted-average estimated fair value of options granted | $5.51 | $4.43 | $1.82 | |||||||||||||||
Intrinsic value of options exercised | $3,450 | |||||||||||||||||
Intrinsic value of options outstanding | 0 | 8,204 | ||||||||||||||||
Intrinsic value of options vested and unvested expected to vest | 0 | 8,192 | ||||||||||||||||
Proceeds from exercise of stock options | 395 | 20,105 | ||||||||||||||||
Intrinsic value of options exercisable | 0 | 5,575 | ||||||||||||||||
Total grants vest period | 100.00% | |||||||||||||||||
Common stock vesting shares for non employee directors | 20,930 | 20,930 | ||||||||||||||||
RSU time period for vesting grants in installments on monthly basis | 12 months | |||||||||||||||||
Unrecognized stock-based compensation expense, stock options | 2,916,000 | 861,000 | ||||||||||||||||
Unrecognized stock-based compensation expense, RSU awards | $71,000 | $135,000 | ||||||||||||||||
IPO [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Option awards vesting period | 10 years | |||||||||||||||||
Series BB Preferred Stock [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Restricted stock unit award, shares | 428,597 | 390,000 | ||||||||||||||||
Modified redeemable, shares | 428,597 | 390,000 | ||||||||||||||||
Estimated shares of additional restricted stock unit | 574,108 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Restricted stock unit award, shares | 390,000 | |||||||||||||||||
Modified redeemable, shares | 390,000 | |||||||||||||||||
Stock Options [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Unrecognized stock-based compensation expense, weighted-average recognition period | 2 years 8 months 12 days | 2 years 9 months 18 days | ||||||||||||||||
RSUs [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Issuance of restricted stock units | 44,496 | |||||||||||||||||
Awards vest on date of grant | 0.5 | |||||||||||||||||
Time period for vesting grants in installments on monthly basis | 24 months | |||||||||||||||||
Common stock shares granted for three directors | 8,735 | |||||||||||||||||
Common stock shares granted to another director | 14,285 | |||||||||||||||||
RSU awards granted to certain executive employees | 60,712 | |||||||||||||||||
RSU time period for vesting grants in installments on monthly basis | 24 months | |||||||||||||||||
RSU awards vest on date of grant | 0.5 | |||||||||||||||||
RSU remaining vesting period on equal monthly basis | 0.5 | |||||||||||||||||
Unrecognized stock-based compensation expense, weighted-average recognition period | 9 months 18 days | 1 year 7 months 6 days | ||||||||||||||||
2007 Plan [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 7,500,000 | 7,500,000 | ||||||||||||||||
Reverse stock split of common shares, ratio | 0.0714 | 0.333 | ||||||||||||||||
Shares reduced during stock reverse split | 2,500,000 | |||||||||||||||||
Shares available for grant | 77,061 | 50,127 | ||||||||||||||||
2013 Equity Incentive Plan [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Common stock, shares authorized | 403,571 | |||||||||||||||||
Reverse stock split of common shares, ratio | 0.25 | |||||||||||||||||
Percentage of outstanding common stock | 5.00% | |||||||||||||||||
Shares increase upon completion of IPO | 800,000 | |||||||||||||||||
Additional options granted | 335,798 | 335,798 | ||||||||||||||||
Awards vest on date of grant | 0.5 | |||||||||||||||||
Option awards vesting period | 10 years | 3 years | ||||||||||||||||
Time period for vesting grants in installments on monthly basis | 2 years | |||||||||||||||||
RSU time period for vesting grants in installments on monthly basis | 2 years | |||||||||||||||||
RSU awards vest on date of grant | 0.5 | |||||||||||||||||
2013 Equity Incentive Plan [Member] | Maximum [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Option awards vesting period | 4 years | |||||||||||||||||
2013 Equity Incentive Plan [Member] | Stock Options [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Stock options granted | 401,640 | |||||||||||||||||
2013 Equity Incentive Plan [Member] | RSUs [Member] | ||||||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||||||
Issuance of restricted stock units | 401,640 |
Accounting_for_StockBased_Comp3
Accounting for Stock-Based Compensation Expense - Assumptions Used for Determining Fair Value of Stock Options Under Black-Scholes Pricing Model (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Volatility | 105.00% | 96.80% | |
Risk-free interest rate, minimum | 1.38% | 0.79% | |
Risk-free interest rate, maximum | 1.69% | 1.15% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (in years) | 6 years 29 days | ||
Expected volatility, minimum | 90.00% | ||
Expected volatility, maximum | 100.00% | ||
Expected forfeiture rate | 0.00% | ||
Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Discount rate-bond equivalent yield | 1.56% | ||
Expected life (in years) | 5 years | 5 years 3 months 4 days | |
Expected forfeiture rate | 0.00% | 0.00% | |
Stock and exercise prices | 4.38 | ||
Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Discount rate-bond equivalent yield | 2.06% | ||
Expected life (in years) | 6 years 29 days | 6 years 7 days | |
Expected forfeiture rate | 5.00% | 5.00% | |
Stock and exercise prices | 9.11 |
Accounting_for_StockBased_Comp4
Accounting for Stock-Based Compensation Expense - Summary of Stock Option Activity (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Number of Shares, Vested and unvested expected to vest, Beginning Balance | 331,540 | |||
Number of Shares Outstanding, Beginning Balance | 333,106 | 63,518 | 78,987 | |
Number of Shares, Granted | 594,798 | 300,438 | 330 | |
Number of Shares, Exercised | -4,021 | |||
Number of Shares, Cancelled/forfeited/expired | -52,862 | -26,829 | -15,799 | |
Number of Shares Outstanding, Ending Balance | 875,042 | 333,106 | 63,518 | 78,987 |
Number of Shares, Vested and unvested expected to vest, Ending Balance | 871,124 | 331,540 | ||
Weighted Average Exercise Price Per Share, Outstanding, Beginning Balance | $5.14 | $4.97 | $4.90 | |
Weighted Average Exercise Price Per Share, Granted | $7.06 | $5.18 | $4.62 | |
Weighted Average Exercise Price Per Share, Exercised | $5 | |||
Weighted Average Exercise Price Per Share, Cancelled/forfeited/expired | $4.66 | $5.20 | $4.92 | |
Weighted Average Exercise Price Per Share, Outstanding, Ending balance | $6.47 | $5.14 | $4.97 | $4.90 |
Weighted Average Exercise Price Per Share, Vested and unvested expected to vest, Ending Balance | $6.48 | $5.14 | ||
Average Remaining Contractual Term in Years, Vested and unvested expected to vest | 9 years 2 months 12 days | 9 years 3 months 18 days | ||
Average Remaining Contractual Term in Years, Outstanding | 9 years 2 months 12 days | 9 years 3 months 18 days | 6 years 2 months 12 days | 8 years 3 months 18 days |
Weighted Average Exercise Price Per Share, Vested and unvested expected to vest, Beginning Balance | $5.14 |
Accounting_for_StockBased_Comp5
Accounting for Stock-Based Compensation Expense - Schedule of Information about Options Outstanding and Exercisable (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total Shares Outstanding | 875,042 | 333,106 | 63,518 | 78,987 |
Total Shares Exercisable | 252,636 | 137,011 | 44,496 | |
Weighted Average Exercise Price 4.62 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Exercise Price | $4.62 | $4.62 | $4.62 | |
Total Shares Outstanding | 19,928 | 20,208 | 33,031 | |
Weighted Average Contractual Life (in years) | 6 years 6 months | 7 years 3 months 18 days | 7 years 2 months 12 days | |
Total Shares Exercisable | 17,473 | 13,731 | 16,173 | |
Weighted Average Exercise Price 5.04 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Exercise Price | $5.04 | $5.04 | $5.04 | |
Total Shares Outstanding | 8,233 | 12,460 | 30,408 | |
Weighted Average Contractual Life (in years) | 4 years 9 months 18 days | 5 years 6 months | 5 years 1 month 6 days | |
Total Shares Exercisable | 8,233 | 12,455 | 28,244 | |
Weighted Average Exercise Price 125.58 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Exercise Price | $125.58 | |||
Total Shares Outstanding | 79 | |||
Weighted Average Contractual Life (in years) | 1 year 1 month 6 days | |||
Total Shares Exercisable | 79 | |||
Weighted Average Exercise Price 5.18 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Exercise Price | $5.18 | $5.18 | ||
Total Shares Outstanding | 285,625 | 300,438 | ||
Weighted Average Contractual Life (in years) | 8 years 9 months 18 days | 9 years 7 months 6 days | ||
Total Shares Exercisable | 159,406 | 110,825 | ||
Weighted Average Exercise Price 4.38 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Exercise Price | $4.38 | |||
Total Shares Outstanding | 86,458 | |||
Weighted Average Contractual Life (in years) | 9 years 7 months 6 days | |||
Total Shares Exercisable | 8,540 | |||
Weighted Average Exercise Price 5.03 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Exercise Price | $5.03 | |||
Total Shares Outstanding | 21,500 | |||
Weighted Average Contractual Life (in years) | 9 years 9 months 18 days | |||
Weighted Average Exercise Price 5.35 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Exercise Price | $5.35 | |||
Total Shares Outstanding | 117,500 | |||
Weighted Average Contractual Life (in years) | 9 years 8 months 12 days | |||
Total Shares Exercisable | 4,686 | |||
Weighted Average Exercise Price 7.50 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Exercise Price | $7.50 | |||
Total Shares Outstanding | 43,000 | |||
Weighted Average Contractual Life (in years) | 9 years 6 months | |||
Weighted Average Exercise Price 8.88 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Exercise Price | $8.88 | |||
Total Shares Outstanding | 238,500 | |||
Weighted Average Contractual Life (in years) | 9 years 4 months 24 days | |||
Weighted Average Exercise Price 9.11 [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted Average Exercise Price | $9.11 | |||
Total Shares Outstanding | 54,298 | |||
Weighted Average Contractual Life (in years) | 9 years 4 months 24 days | |||
Total Shares Exercisable | 54,298 |
Accounting_for_StockBased_Comp6
Accounting for Stock-Based Compensation - Effects of Stock-Based Compensation Related to Equity Awards to Employees and Nonemployees on Condensed Statement of Operations and Comprehensive Loss (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Options [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation | $300,172 | $388,006 | $1,104,878 | $409,025 | $520,344 | $58,734 |
Stock Options [Member] | Research and Development Expenses [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation | 35,569 | 246,313 | 149,626 | 253,828 | 298,618 | 32,210 |
Stock Options [Member] | General and Administrative Expenses [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation | 236,769 | 141,693 | 908,490 | 155,197 | 221,726 | 22,530 |
Stock Options [Member] | Sales and Marketing Expenses [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation | 27,834 | 46,762 | 3,994 | |||
RSUs [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation | 321,422 | 388,006 | 1,506,586 | 683,396 | 952,521 | 252,134 |
RSUs [Member] | Research and Development Expenses [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation | 7,500 | 22,500 | 72,500 | |||
RSUs [Member] | General and Administrative Expenses [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation | $13,750 | $379,208 | $274,371 | $359,677 | $193,400 |
Net_Loss_per_Common_Share_Addi
Net Loss per Common Share - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2011 | Sep. 30, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ||||
Reverse stock split of common shares, ratio | 0.0714 | 0.333 | ||
Reverse stock split, description | In November 2013, the Company effected a 1:14 reverse stock split of all common shares outstanding. The calculation of weighted-average shares outstanding has been adjusted for this reverse split as if it had occurred on January 1, 2013. | In November 2013, the Company effected a 1:14 reverse stock split of all common shares outstanding. The calculation of weighted-average shares outstanding has been adjusted for this reverse split as if it had occurred on January 1, 2012. |
Net_Loss_per_Common_Share_Sche
Net Loss per Common Share - Schedule of Anti-Dilutive Securities Excluded from Computations of Diluted Weighted-Average Shares (Detail) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common share equivalents | 1,737,434 | 3,996,720 | 4,349,376 | 2,255,204 |
Series A Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common share equivalents | 1,652,851 | 1,652,851 | 647,007 | |
Preferred Warrants Outstanding [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common share equivalents | 1,587 | 192,262 | 192,262 | 192,262 |
Notes Payable Convertible into Preferred Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common share equivalents | 232,558 | 599,466 | ||
Preferred Share RSUs [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common share equivalents | 73,151 | 68,546 | 89,647 | 33,158 |
Common Warrants Outstanding [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common share equivalents | 609,187 | 630,110 | 836,890 | |
Notes Payable Convertible into Common Shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common share equivalents | 741,857 | 1,110,649 | 665,178 | |
Common Share RSUs [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common share equivalents | 178,467 | 133,971 | 133,971 | 54,615 |
Common Options Outstanding [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common share equivalents | 875,042 | 344,565 | 333,106 | 63,518 |
Income_Tax_Reconciliation_Betw
Income Tax - Reconciliation Between Income Computed at Federal Statutory Rate and Company Provision for Income Taxes Current and deferred (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Current: | ||||
Federal | ||||
State | 800 | 800 | ||
Total | 800 | 800 | ||
Deferred | ||||
Federal | ||||
State | ||||
Total | ||||
Provision for income tax | ($800) | ($800) | $800 | $800 |
Income_Tax_Reconciliation_Betw1
Income Tax - Reconciliation Between Income Computed at Federal Statutory Rate and Company Provision for Income Taxes (Detail) (USD $) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ||||
Income tax at statutory rate | ($3,139,368) | ($4,167,967) | ||
State liability | -321,058 | -602,296 | ||
Permanent items | 6,932 | 3,164 | ||
Stock Compensation | 171,003 | 19,298 | ||
Nondeductible Interest | 395,089 | 521,531 | ||
Expiration of net operating losses | 188,316 | 146,175 | ||
Other | -6,723 | 80 | ||
Research and development credit | -103,500 | -215,502 | ||
Valuation allowance | 2,810,109 | 4,296,317 | ||
Provision for income tax | ($800) | ($800) | $800 | $800 |
Income_Tax_Additional_Infromat
Income Tax - Additional Infromation (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Contingency [Line Items] | ||
Percent of uncertain income tax positions recognized | 50.00% | 50.00% |
Liability for unrecognized tax benefits | $0 | $0 |
Federal | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 111,673,000 | |
Net operating loss carryforwards, expiration year | expiring beginning in 2020 | |
California | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 97,656,000 | |
Net operating loss carryforwards, expiration year | expiring beginning in 2014 | |
Research Tax Credit Carryforward | Federal | ||
Income Tax Contingency [Line Items] | ||
Research and development tax credits | 3,132,000 | |
Income tax research and development expiration year | begin to expire in 2018 | |
Research Tax Credit Carryforward | California | ||
Income Tax Contingency [Line Items] | ||
Research and development tax credits | $3,004,000 |
Income_Tax_Summary_of_Deferred
Income Tax - Summary of Deferred Tax Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $43,666,636 | $41,100,511 |
Research and development credits | 5,114,652 | 4,898,055 |
Accruals and other | 742,045 | 688,089 |
Deferred rent | 176,893 | 203,463 |
Deferred tax assets, gross | 49,700,226 | 46,890,118 |
Less valuation allowance | -49,700,226 | -46,890,118 |
Net deferred tax assets |
Collaborative_Agreements_Detai
Collaborative Agreements (Detail) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Clarient Diagnostic Services [Member] | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Collaborative agreement period of contract | 3 years | |
Revenue earned under collaborative agreement | $14,000 | $86,000 |
Dana Farber Partners Cancer Care [Member] | ||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||
Revenue earned under collaborative agreement | $104,000 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 6 Months Ended | |||
Jun. 28, 2013 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 10, 2014 | Jul. 31, 2013 | Sep. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2008 | |
Related Party Transaction [Line Items] | ||||||||||
Notes payable converted | $20,231,000 | $20,231,000 | $20,231,000 | |||||||
Payable to board of director | 2,000 | |||||||||
Major Shareholder [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument carrying amount | 3,905,000 | 17,780,000 | ||||||||
Notes payable converted | 17,060,000 | |||||||||
Board of Directors Chairman [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument carrying amount | 1,479,000 | 1,000,000 | ||||||||
Director [Member] | Financing Agreements With Supplier [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Related party transaction, outstanding | 66,000 | 60,000 | 256,000 | |||||||
2008 Convertible Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument carrying amount | 1,400,000 | |||||||||
Notes payable converted | 1,400,000 | 1,400,000 | 1,400,000 | |||||||
2008 Convertible Note [Member] | Board of Directors Chairman [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Notes payable converted | 975,000 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Convertible note converted into preferred shares | 42,245,834 | 42,245,834 | 42,245,834 | |||||||
Series A Convertible Preferred Stock [Member] | Major Shareholder [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Convertible note converted into preferred shares | 35,923,845 | |||||||||
Series A Convertible Preferred Stock [Member] | Board of Directors Chairman [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Convertible note converted into preferred shares | 1,993,591 | |||||||||
Accrued interest [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accrued interest converted | 2,581,000 | 2,581,000 | 2,581,000 | |||||||
Accrued interest [Member] | Major Shareholder [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accrued interest converted | 2,339,000 | |||||||||
Accrued interest [Member] | 2008 Convertible Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accrued interest converted | 233,982 | 233,982 | ||||||||
Accrued interest [Member] | 2008 Convertible Note [Member] | Board of Directors Chairman [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accrued interest converted | 101,000 | |||||||||
Goodman Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt instrument carrying amount | 1,935,000 | |||||||||
Notes payable converted | 1,935,000 | 1,935,000 | ||||||||
Goodman Note [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Convertible note converted into preferred shares | 3,777,324 | 3,777,324 | ||||||||
Goodman Note [Member] | Accrued interest [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Accrued interest converted | $105,000 | $105,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||
Feb. 25, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | Aug. 19, 2013 | Nov. 30, 2011 | |
sqft | ||||||||
Loss Contingencies [Line Items] | ||||||||
Warrant coverage amount | $502,605 | $502,605 | ||||||
Additional cash compensation expense | 150,000 | |||||||
Annual Cash Compensation Expense | 225,000 | |||||||
Aggregate Proceeds From Sale Of Securities | 15,000,000 | |||||||
Alleged unpaid wages and penalties | 65,000 | |||||||
Alleged unpaid wages and penalties, paid | 40,000 | |||||||
Alleged unpaid wages and penalties, accrued | 25,000 | |||||||
Alleged unpaid wages and penalties, accruals paid | 25,000 | |||||||
San Diego Califomia facility [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Expansion of original rental premises | 9,849 | |||||||
Initial lease terms | 8 years | |||||||
Rent Expense | 1,143,000 | 937,000 | ||||||
Deferred Rent Expense | 0 | 185,000 | ||||||
Amended lease expiration period | 31-Jul-20 | |||||||
Forgiveness to lease payment | 503,000 | |||||||
Increase (decrease) in long term deposits | 269,000 | |||||||
Warrant coverage amount | $502,605 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | |
2014 | $1,233,846 |
2015 | 1,270,861 |
2016 | 1,308,987 |
2017 | 1,348,257 |
2018 | 1,388,705 |
Thereafter | 2,285,501 |
Total | $8,836,157 |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Unaudited) (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Apr. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||||||||
Balance sheet data: | |||||||||||||||||||||||
Cash & cash equivalents | $8,819,872 | $69,178 | $302,908 | $4,483 | $17,964 | $185,256 | $72,483 | $361,062 | $82,486 | $8,819,872 | $302,908 | $69,178 | $185,256 | $435,292 | |||||||||
Total assets | 9,875,039 | 1,329,719 | 1,083,089 | 991,576 | 1,095,023 | 1,469,679 | 1,265,874 | 1,870,220 | 1,544,311 | 9,875,039 | 1,083,089 | 1,329,719 | 1,469,679 | ||||||||||
Total non-current liabilities | 462,001 | 167,291 | 508,527 | 1,252,921 | 1,255,771 | 1,816,319 | 1,918,018 | 2,034,960 | 167,291 | 462,001 | 1,255,771 | ||||||||||||
Total shareholdersb equity/(deficit) | 3,344,897 | -12,456,014 | -10,272,840 | -8,215,261 | -29,300,361 | -27,384,895 | -24,477,238 | -21,646,012 | -18,973,870 | 3,344,897 | -10,272,840 | -12,456,014 | -27,384,895 | -15,377,503 | |||||||||
Statement of operations and comprehensive loss data: | |||||||||||||||||||||||
Revenues | 9,000,000 | 10,274 | 18,800 | 31,922 | 48,369 | 35,154 | 20,947 | 23,949 | 54,020 | 10,373 | 57,794 | 115,445 | 134,245 | 109,289 | |||||||||
Gross profit/(loss) | -527,907 | -551,532 | -587,158 | -544,868 | -512,097 | -424,223 | -267,449 | -255,677 | -145,056 | -1,498,067 | -1,644,123 | -2,195,655 | -1,092,405 | ||||||||||
Research and development expenses | 1,310,905 | 710,845 | 975,104 | 690,582 | 710,206 | 1,257,708 | 1,506,935 | 1,544,206 | 2,253,303 | 3,427,513 | 2,375,892 | 3,086,737 | 6,562,152 | ||||||||||
General and administrative expenses | 1,060,812 | 776,944 | 806,872 | 478,163 | 451,157 | 450,479 | 447,586 | 542,116 | 623,018 | 3,970,579 | 1,736,192 | 2,513,136 | 2,063,199 | ||||||||||
Sales and marketing expenses | 812,005 | 19,225 | 5,342 | 27,932 | 96,404 | 181,773 | 201,739 | 189,360 | 212,447 | 1,246,507 | 129,678 | 148,903 | 785,319 | ||||||||||
Loss from operations | -3,711,629 | -2,058,546 | -2,374,476 | -1,741,545 | -1,769,864 | -2,314,183 | -2,423,709 | -2,531,359 | -3,233,824 | -10,142,666 | -5,885,885 | -7,944,431 | -10,503,075 | ||||||||||
Net loss | ($3,859,794) | ($2,472,009) | ($2,860,191) | ($1,975,009) | ($1,925,974) | ($2,947,125) | ($2,869,883) | ($2,725,279) | ($3,717,239) | ($11,984,505) | ($6,761,174) | ($9,233,183) | ($12,259,526) | ||||||||||
Net loss per common share: | |||||||||||||||||||||||
Basic | ($0.87) | ($13.57) | [1] | ($15.72) | [1] | ($10.83) | [1] | ($10.67) | [1] | ($18.37) | [1] | ($17.89) | [1] | ($16.99) | [1] | ($23.18) | [1] | ($3.12) | ($37.11) | ($50.80) | ($76.43) | ||
Diluted | ($0.87) | ($13.57) | [1] | ($15.72) | [1] | ($10.83) | [1] | ($10.67) | [1] | ($18.37) | [1] | ($17.89) | [1] | ($16.99) | [1] | ($23.18) | [1] | ($3.12) | ($37.11) | ($50.80) | ($76.43) | ||
Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders: | |||||||||||||||||||||||
Basic | 4,449,603 | 182,203 | 181,954 | 182,304 | 180,540 | 160,393 | 160,393 | 160,393 | 160,393 | 3,845,540 | 182,199 | 181,762 | 160,393 | ||||||||||
Diluted | 4,449,603 | 182,203 | 181,954 | 182,304 | 180,540 | 160,393 | 160,393 | 160,393 | 160,393 | 3,845,540 | 182,199 | 181,762 | 160,393 | ||||||||||
[1] | Basic and diluted net loss per common share are computed independently for each of the components and quarters presented. Therefore, the sum of quarterly basic and diluted per share information may not equal annual basic and diluted net loss per common share. |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||||||
Feb. 25, 2014 | Feb. 10, 2014 | Feb. 04, 2014 | Jun. 28, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 13, 2014 | Feb. 05, 2014 | Mar. 21, 2014 | Jul. 31, 2013 | Jul. 22, 2013 | Jul. 21, 2013 | Dec. 31, 2011 | Nov. 30, 2011 | Apr. 30, 2014 | |
Subsequent Event [Line Items] | |||||||||||||||||
Proceeds from issuance of notes payable | $5,960,000 | ||||||||||||||||
Repayment of laboratory equipment dues to supplier | 70,000 | 70,000 | |||||||||||||||
Issuance of notes, amount | 2,600,000 | 2,600,000 | |||||||||||||||
Line of credit, oustanding balance repaid | 2,346,000 | 2,346,000 | |||||||||||||||
Line of credit facility, accrued interest paid | 27,043 | ||||||||||||||||
Initial public offering, number of shares issued | 1,900,000 | ||||||||||||||||
Exercise price of warrants | $10 | ||||||||||||||||
Increase in capital shares value | 16,458,000 | ||||||||||||||||
Purchase of common stock by underwriters to cover overallotments, number of shares | 285,000 | ||||||||||||||||
Series A Preferred Stock, shares converted to common stock | 69,421,047 | 69,421,047 | |||||||||||||||
Common stock, shares issued upon conversion of Series A Preferred Stock | 1,652,851 | 1,652,851 | |||||||||||||||
Common stock, shares authorized | 40,000,000 | 40,000,000 | 53,000,000 | 14,600,000 | 14,600,000 | 14,600,000 | 44,260,000 | ||||||||||
Preferred stock, shares authorized | 5,000,000 | 100,000,000 | 14,600,000 | ||||||||||||||
Debt, principal amount converted | 20,231,000 | 20,231,000 | 20,231,000 | ||||||||||||||
Conversion price of notes | $10 | ||||||||||||||||
Shares of common stock vested as settlement of certain restricted stock units | 73,151 | ||||||||||||||||
Lock-up period | 180 days | 180 days | |||||||||||||||
Number of Shares, Granted | 594,798 | 300,438 | 330 | ||||||||||||||
Alleged unpaid wages and penalties, accruals paid | 25,000 | ||||||||||||||||
Executive Officer [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Payment of deferred salary obligations | 1,009,552 | ||||||||||||||||
Employee [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Payment of deferred salary obligations | 344,883 | ||||||||||||||||
2013 Equity Incentive Plan [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common stock, shares authorized | 403,571 | ||||||||||||||||
Increase in number of shares of common stock covered by plan | 800,000 | ||||||||||||||||
2013 Equity Incentive Plan [Member] | Non-Employee Directors [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of Shares, Granted | 238,500 | ||||||||||||||||
2013 Equity Incentive Plan [Member] | Employee Directors [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of Shares, Granted | 54,298 | ||||||||||||||||
Accrued interest [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Accrued interest on convertible debt converted | 2,581,000 | 2,581,000 | 2,581,000 | ||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 100,000,000 | 36,460,000 | 36,460,000 | |||||||||||||
Convertible promissory note converted into common stock | 42,245,834 | 42,245,834 | 42,245,834 | ||||||||||||||
Common Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Exercise price of warrants | $4.72 | ||||||||||||||||
Issuance of warrants to purchase shares of common stock | 52,966 | ||||||||||||||||
Aegis Capital Corp. [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Exercise price of warrants | $12.50 | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Line of credit, oustanding balance repaid | 2,346,000 | ||||||||||||||||
Line of credit facility, accrued interest paid | 27,043 | ||||||||||||||||
Initial public offering, number of shares issued | 1,900,000 | ||||||||||||||||
Exercise price of warrants | $10 | ||||||||||||||||
Increase in capital shares value | 16,700,000 | ||||||||||||||||
Common stock, shares authorized | 40,000,000 | ||||||||||||||||
Alleged unpaid wages and penalties, accruals paid | 25,000 | ||||||||||||||||
Subsequent Event [Member] | Executive Officer [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Payment of deferred salary obligations | 1,009,552 | ||||||||||||||||
Subsequent Event [Member] | Employee [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Payment of deferred salary obligations | 172,089 | ||||||||||||||||
Subsequent Event [Member] | 2013 Equity Incentive Plan [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Increase in number of shares of common stock covered by plan | 800,000 | ||||||||||||||||
Subsequent Event [Member] | 2013 Equity Incentive Plan [Member] | Non-Employee Directors [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of Shares, Granted | 238,500 | ||||||||||||||||
Subsequent Event [Member] | 2013 Equity Incentive Plan [Member] | Employee Directors [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Number of Shares, Granted | 97,298 | ||||||||||||||||
Subsequent Event [Member] | Restricted Stock | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Shares of common stock vested as settlement of certain restricted stock units | 73,151 | ||||||||||||||||
Subsequent Event [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Series A Preferred Stock, shares converted to common stock | 69,421,047 | ||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Common stock, shares issued upon conversion of Series A Preferred Stock | 1,652,851 | ||||||||||||||||
Subsequent Event [Member] | Over-Allotment Option | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Purchase of common stock by underwriters to cover overallotments, number of shares | 285,000 | ||||||||||||||||
Option exercise price per share | $9.30 | ||||||||||||||||
Subsequent Event [Member] | Aegis Capital Corp. [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Exercise price of warrants | $12.50 | ||||||||||||||||
Issuance of warrants to purchase shares of common stock | 95,000 | ||||||||||||||||
2013 Convertible Bridge Notes [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Proceeds from issuance of notes payable | 175,000 | ||||||||||||||||
Exercise price of warrants | $10 | ||||||||||||||||
Debt, principal amount converted | 5,165,000 | 5,165,000 | |||||||||||||||
Conversion price of notes | $10 | $10 | |||||||||||||||
Warrants reclassified to additional paid-in capital | 258,249 | ||||||||||||||||
2013 Convertible Bridge Notes [Member] | Accrued interest [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Accrued interest on convertible debt converted | 313,017 | 313,017 | |||||||||||||||
2013 Convertible Bridge Notes [Member] | Common Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Convertible promissory note converted into common stock | 547,794 | 547,794 | |||||||||||||||
2013 Convertible Bridge Notes [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Exercise price of warrants | $10 | ||||||||||||||||
Debt, principal amount converted | 5,165,000 | ||||||||||||||||
Conversion price of notes | $10 | ||||||||||||||||
Convertible promissory note converted into common stock | 547,794 | ||||||||||||||||
Warrants reclassified to additional paid-in capital | 258,249 | ||||||||||||||||
2013 Convertible Bridge Notes [Member] | Subsequent Event [Member] | Accrued interest [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Accrued interest on convertible debt converted | 313,017 | ||||||||||||||||
2008 Convertible Note [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Debt, principal amount converted | 1,400,000 | 1,400,000 | 1,400,000 | ||||||||||||||
Conversion price of notes | $10 | ||||||||||||||||
2008 Convertible Note [Member] | Accrued interest [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Accrued interest on convertible debt converted | 233,982 | 233,982 | |||||||||||||||
2008 Convertible Note [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Exercise price of warrants | $0.60 | ||||||||||||||||
2008 Convertible Note [Member] | Common Stock [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Convertible promissory note converted into common stock | 163,399 | 163,399 | |||||||||||||||
2008 Convertible Note [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Debt, principal amount converted | 1,400,000 | ||||||||||||||||
Conversion price of notes | $10 | ||||||||||||||||
Convertible promissory note converted into common stock | 163,399 | ||||||||||||||||
2008 Convertible Note [Member] | Subsequent Event [Member] | Accrued interest [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Accrued interest on convertible debt converted | 233,982 | ||||||||||||||||
Line of Credit [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Exercise price of warrants | $10 | ||||||||||||||||
Warrants reclassified to additional paid-in capital | 128,903 | ||||||||||||||||
Fair market value of the collateral posted for the line of credit | 2,578,104 | ||||||||||||||||
Line of Credit [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Exercise price of warrants | $10 | ||||||||||||||||
Warrants reclassified to additional paid-in capital | 128,903 | ||||||||||||||||
Fair market value of the collateral posted for the line of credit | $2,578,104 |
Initial_Public_Offering_Additi
Initial Public Offering - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||
Feb. 10, 2014 | Feb. 04, 2014 | Jun. 28, 2013 | Nov. 30, 2011 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 13, 2014 | Dec. 31, 2014 | Apr. 30, 2014 | Jul. 31, 2013 | Jul. 22, 2013 | Jul. 21, 2013 | Dec. 31, 2011 | |
Class Of Stock [Line Items] | |||||||||||||||
Initial public offering, number of shares issued | 1,900,000 | ||||||||||||||
Initial public offering, price per share | $10 | ||||||||||||||
Net cash proceeds from issue of initial public offering after deducting underwriting discounts and additional costs | $17,390,240 | $17,390,240 | |||||||||||||
Increase in capital shares value | 16,458,000 | ||||||||||||||
Additional costs incurred prior to, and associated with IPO, beginning of period | 932,136 | 932,136 | |||||||||||||
Purchase of common stock by underwriters to cover overallotments, number of shares | 285,000 | ||||||||||||||
Purchase of common stock by underwriters to cover overallotments, per share | $9.30 | ||||||||||||||
Exercise price of warrants | $10 | ||||||||||||||
Overallotment issued to underwriter to purchase common stock, period | 45 days | ||||||||||||||
Purchase of common stock by underwriters to cover overallotments, grant date fair value | 202,143 | ||||||||||||||
Warrants to purchase common stock, period | 5 years | ||||||||||||||
Issuance of warrants to purchase shares of common stock, grant date fair value | 544,116 | ||||||||||||||
Series A Preferred Stock, shares converted to common stock | 69,421,047 | 69,421,047 | |||||||||||||
Common stock, shares issued upon conversion of Series A Preferred Stock | 1,652,851 | 1,652,851 | |||||||||||||
Common stock, shares authorized | 40,000,000 | 44,260,000 | 40,000,000 | 53,000,000 | 14,600,000 | 14,600,000 | 14,600,000 | ||||||||
Preferred stock, shares authorized | 5,000,000 | 100,000,000 | 14,600,000 | ||||||||||||
Debt, principal amount converted | 20,231,000 | 20,231,000 | 20,231,000 | ||||||||||||
Conversion price of notes | $10 | ||||||||||||||
Shares of common stock vested as settlement of certain restricted stock units | 73,151 | ||||||||||||||
Lock-up period | 180 days | 180 days | |||||||||||||
Preferred warrants outstanding after cancellation of warrants due to early termination clauses | 1,587 | ||||||||||||||
Warrants reclassified to additional paid-in capital | 2,475,620 | ||||||||||||||
Unamortized discounts | 996,024 | ||||||||||||||
Non-cash underwriter IPO costs | 279,760 | 279,760 | |||||||||||||
Non-cash underwriter IPO discounts | 1,330,000 | ||||||||||||||
Offering costs associated with IPO | 932,136 | ||||||||||||||
Maximum amount of line of credit | 2,600,000 | 2,600,000 | |||||||||||||
Line of credit, oustanding balance repaid | 2,346,000 | 2,346,000 | |||||||||||||
Line of credit, accrued interest paid | 27,043 | ||||||||||||||
Stock options granted | 594,798 | 300,438 | 330 | ||||||||||||
Option awards vesting period | 10 years | ||||||||||||||
Additional cash compensation expense | 150,000 | ||||||||||||||
Annual Cash Compensation Expense | 225,000 | ||||||||||||||
Repayment of laboratory equipment dues to supplier | 70,000 | 70,000 | |||||||||||||
Executive Officer [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Payment of deferred salary obligations | 1,009,552 | ||||||||||||||
Employee [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Payment of deferred salary obligations | 344,883 | ||||||||||||||
2013 Equity Incentive Plan [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Common stock, shares authorized | 403,571 | ||||||||||||||
Increase in number of shares of common stock covered by plan | 800,000 | ||||||||||||||
Option awards vesting period | 3 years | 10 years | |||||||||||||
Option awards expiration period | 10 years | ||||||||||||||
2013 Equity Incentive Plan [Member] | Non-Employee Directors [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Stock options granted | 238,500 | ||||||||||||||
2013 Equity Incentive Plan [Member] | Employee Directors [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Stock options granted | 54,298 | ||||||||||||||
2013 Equity Incentive Plan [Member] | Non Executive Chairman [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Stock options granted | 53,108 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Exercise price of warrants | $4.72 | ||||||||||||||
Warrants to purchase common stock, period | 10 years | ||||||||||||||
2008 Convertible Note [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Debt, principal amount converted | 1,400,000 | 1,400,000 | 1,400,000 | ||||||||||||
Conversion price of notes | $10 | ||||||||||||||
2008 Convertible Note [Member] | Common Stock [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Convertible note converted into preferred shares | 163,399 | 163,399 | |||||||||||||
2013 Convertible Bridge Notes [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Exercise price of warrants | $10 | ||||||||||||||
Debt, principal amount converted | 5,165,000 | 5,165,000 | |||||||||||||
Conversion price of notes | $10 | $10 | |||||||||||||
Warrants reclassified to additional paid-in capital | 258,249 | ||||||||||||||
2013 Convertible Bridge Notes [Member] | Common Stock [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Convertible note converted into preferred shares | 547,794 | 547,794 | |||||||||||||
Line of Credit [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Exercise price of warrants | $10 | ||||||||||||||
Warrants reclassified to additional paid-in capital | 128,903 | ||||||||||||||
Fair market value of the collateral posted for the line of credit | 2,578,104 | ||||||||||||||
Convertible Bridge Notes And Line Of Credit [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Exercise price of warrants | $10 | ||||||||||||||
Warrants reclassified to additional paid-in capital | 387,152 | 387,152 | |||||||||||||
Warrants reclassified to additional paid-in capital | 2,475,620 | ||||||||||||||
Accrued interest [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Accrued interest on convertible debt converted | 2,581,000 | 2,581,000 | 2,581,000 | ||||||||||||
Accrued interest [Member] | 2008 Convertible Note [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Accrued interest on convertible debt converted | 233,982 | 233,982 | |||||||||||||
Accrued interest [Member] | 2013 Convertible Bridge Notes [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Accrued interest on convertible debt converted | $313,017 | $313,017 | |||||||||||||
Aegis Capital Corp. [Member] | |||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||
Issuance of warrants to purchase shares of common stock | 95,000 | ||||||||||||||
Exercise price of warrants | $12.50 |
Fair_Value_Measurement_Additio
Fair Value Measurement - Additional Information (Detail) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Feb. 10, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Exercise price of warrants | $10 | |
Warrant for preferred shares outstanding | 1,587 | |
Overallotment issued to underwriter to purchase common stock, period | 45 days | |
Purchase of common stock by underwriters to cover overallotments, number of shares | 285,000 | |
Purchase of common stock by underwriters to cover overallotments, grant date fair value | $202,143 | |
Issuance of warrants to purchase shares of common stock, grant date fair value | 544,116 | |
Warrant term | 5 years | |
2014 Credit Facility [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Issuance of warrants to purchase shares of common stock, grant date fair value | $233,107 | |
Warrant issued to lender | 52,966 | |
Warrant term | 10 years | |
Aegis Capital Corp. [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Exercise price of warrants | $12.50 | |
Issuance of warrants to purchase shares of common stock | 95,000 |
Fair_Value_Measurement_Assumpt
Fair Value Measurement - Assumptions Used for Determining Fair Values of Stock Option and Common Stock Warrants (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Warrant Fair Value Black Scholes Method [Line Items] | |
Stock price | $4.74 |
Fair value assumptions, exercise Price | $4.72 |
Dividend yield | 0.00% |
Discount rate-bond equivalent yield | 2.67% |
Expected term (in years) | 10 years |
Volatility rate | 110.00% |
Options [Member] | |
Warrant Fair Value Black Scholes Method [Line Items] | |
Stock price | $8.91 |
Fair value assumptions, exercise Price | $9.30 |
Dividend yield | 0.00% |
Discount rate-bond equivalent yield | 0.07% |
Expected term (in years) | 1 month 13 days |
Volatility rate | 70.00% |
Warrants [Member] | |
Warrant Fair Value Black Scholes Method [Line Items] | |
Stock price | $8.91 |
Fair value assumptions, exercise Price | $12.50 |
Dividend yield | 0.00% |
Discount rate-bond equivalent yield | 1.46% |
Expected term (in years) | 5 years |
Volatility rate | 90.00% |
Credit_Facility_Additional_Inf
Credit Facility - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Apr. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 10, 2014 | |
Line Of Credit Facility [Line Items] | |||||||||||||||
Revenues product and service | $9,000,000 | $10,274 | $18,800 | $31,922 | $48,369 | $35,154 | $20,947 | $23,949 | $54,020 | $10,373 | $57,794 | $115,445 | $134,245 | $109,289 | |
Credit Facility, additional facility fee due | 50,000 | ||||||||||||||
Percentage of final interest payment due at maturity | 5.50% | ||||||||||||||
Exercise price of warrants | $10 | ||||||||||||||
Warrant term | 5 years | ||||||||||||||
Net proceeds from credit facility | 4,926,896 | ||||||||||||||
Estimated fair value of warrant issued | 544,116 | ||||||||||||||
Total amount of interest expense recorded | 151,491 | 457,250 | 1,640,045 | 1,435,087 | 2,070,064 | 2,187,499 | |||||||||
UBS Bank [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Issuance costs | 73,104 | ||||||||||||||
One Year [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Term Loan prepayment fee | 3.00% | ||||||||||||||
Two Years [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Term Loan prepayment fee | 2.00% | ||||||||||||||
Three Years [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Term Loan prepayment fee | 1.00% | ||||||||||||||
Line of Credit [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Issuance costs | 28,932 | ||||||||||||||
Net proceeds from credit facility | 4,926,896 | ||||||||||||||
Estimated fair value of warrant issued | 233,107 | ||||||||||||||
Total amount of interest expense recorded | 144,717 | 240,850 | |||||||||||||
Effective annual interest rate | 10.81% | 10.81% | 10.81% | ||||||||||||
First Term Loan [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Credit Facility, additional facility fee due | 50,000 | ||||||||||||||
Second Term Loan [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Credit Facility interest rate, description | Each term loan under the credit facility bears interest at an annual rate equal to the greater of (i) 7.95% or (ii) the sum of (a) the three-month U.S. LIBOR rate reported in the Wall Street Journal three business days prior to the funding date of the applicable term loan, plus (b) 7.71%. The Company is required to make interest-only payments on the first term loan through February 1, 2016 if the funding date of the second term loan occurs before June 30, 2015, or through August 1, 2015 otherwise | ||||||||||||||
Oxford Finance LLC [Member] | Line of Credit [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Debt instrument initial principal amount | 10,000,000 | ||||||||||||||
Oxford Finance LLC [Member] | First Term Loan [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Debt instrument initial principal amount | 5,000,000 | ||||||||||||||
Oxford Finance LLC [Member] | Second Term Loan [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Debt instrument initial principal amount | $5,000,000 | ||||||||||||||
Percentage of final interest payment due at maturity | 5.00% | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Exercise price of warrants | $4.72 | ||||||||||||||
Warrant issued to lender | 52,966 | ||||||||||||||
Warrant term | 10 years | ||||||||||||||
Three Month U.S. LIBOR [Member] | |||||||||||||||
Line Of Credit Facility [Line Items] | |||||||||||||||
Debt instrument, LIBOR percentage | 7.71% |
Stockbased_Compensation_Schedu
Stock-based Compensation - Schedule of Performance Stock Units Vesting Percentage (Detail) (RSUs [Member]) | 9 Months Ended |
Sep. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall RSU Grant Subject to Vesting | 100.00% |
Minimum Revenue in 2015 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall RSU Grant Subject to Vesting | 25.00% |
Maximum EBITDA Loss in 2015 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall RSU Grant Subject to Vesting | 15.00% |
Attainment of Financial Plan for Fiscal 2015 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall RSU Grant Subject to Vesting | 20.00% |
Minimum Value of Strategic Agreements by December 31, 2015 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall RSU Grant Subject to Vesting | 20.00% |
Implementation of Four New Diagnostic Test Panels by December 31, 2015 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall RSU Grant Subject to Vesting | 20.00% |
Stockbased_Compensation_Effect
Stock-based Compensation - Effects of Stock-Based Compensation Related to Equity Awards to Employees and Nonemployees on Condensed Statement of Operations and Comprehensive Loss (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Options [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation | $300,172 | $388,006 | $1,104,878 | $409,025 | $520,344 | $58,734 |
Stock Options [Member] | Research and Development Expenses [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation | 35,569 | 246,313 | 149,626 | 253,828 | 298,618 | 32,210 |
Stock Options [Member] | General and Administrative Expenses [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation | 236,769 | 141,693 | 908,490 | 155,197 | 221,726 | 22,530 |
Stock Options [Member] | Sales and Marketing Expenses [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation | 27,834 | 46,762 | 3,994 | |||
RSUs [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation | 321,422 | 388,006 | 1,506,586 | 683,396 | 952,521 | 252,134 |
RSUs [Member] | Research and Development Expenses [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation | 7,500 | 22,500 | 72,500 | |||
RSUs [Member] | General and Administrative Expenses [Member] | ||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||||
Total stock-based compensation | $13,750 | $379,208 | $274,371 | $359,677 | $193,400 |
Uncategorized_Items
Uncategorized Items | 1/1/2013 - 9/30/2013 | ||
[us-gaap_DerivativeInstrumentsAndHedgesLiabilities] | 144,346 | 236,799 | |
[us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardGross] | 21,846 |