Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 06, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | BIOC | |
Entity Registrant Name | BIOCEPT INC | |
Entity Central Index Key | 1,044,378 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 24,969,975 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 4,572,750 | $ 8,821,329 |
Accounts receivable | 43,421 | 34,200 |
Inventories, net | 366,957 | 349,271 |
Prepaid expenses and other current assets | 877,903 | 435,938 |
Total current assets | 5,861,031 | 9,640,738 |
Fixed assets, net | 919,799 | 946,180 |
Total assets | 6,780,830 | 10,586,918 |
Current liabilities: | ||
Accounts payable | 853,329 | 632,538 |
Accrued liabilities | 1,182,861 | 966,899 |
Supplier financings | 360,285 | 42,369 |
Current portion of equipment financings | 121,384 | 110,924 |
Current portion of credit facility | 1,619,830 | 1,588,058 |
Total current liabilities | 4,137,689 | 3,340,788 |
Non-current portion of equipment financings, net | 259,392 | 291,189 |
Non-current portion of credit facility, net | 2,246,260 | 2,638,487 |
Non-current portion of interest payable | 173,930 | 153,547 |
Non-current portion of deferred rent | 452,790 | 470,172 |
Total liabilities | $ 7,270,061 | $ 6,894,183 |
Commitments and contingencies (see Note 10) | ||
Shareholders’ equity/(deficit): | ||
Common stock, $0.0001 par value, 40,000,000 authorized; 19,670,054 issued and outstanding at December 31, 2015; 19,983,402 issued and outstanding at March 31, 2016 | $ 1,998 | $ 1,967 |
Additional paid-in capital | 159,620,517 | 158,927,316 |
Accumulated deficit | (160,111,746) | (155,236,548) |
Total shareholders’ equity/(deficit) | (489,231) | 3,692,735 |
Total liabilities and shareholders’ equity/(deficit) | $ 6,780,830 | $ 10,586,918 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 19,983,402 | 19,670,054 |
Common stock, shares outstanding | 19,983,402 | 19,670,054 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues: | $ 221,369 | $ 150,002 |
Costs and expenses: | ||
Cost of revenues | 1,474,790 | 1,147,682 |
Research and development expenses | 728,076 | 651,420 |
General and administrative expenses | 1,487,224 | 1,292,049 |
Sales and marketing expenses | 1,304,899 | 709,456 |
Total costs and expenses | 4,994,989 | 3,800,607 |
Loss from operations | (4,773,620) | (3,650,605) |
Other income/(expense): | ||
Interest expense, net | (138,440) | (149,199) |
Other income | 38,412 | |
Total other income/(expense): | (100,028) | (149,199) |
Loss before income taxes | (4,873,648) | (3,799,804) |
Income tax expense | (1,550) | (924) |
Net loss & comprehensive loss | $ (4,875,198) | $ (3,800,728) |
Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders: | ||
Basic | 19,700,975 | 10,372,667 |
Diluted | 19,700,975 | 10,372,667 |
Net loss per common share: | ||
Basic | $ (0.25) | $ (0.37) |
Diluted | $ (0.25) | $ (0.37) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows From Operating Activities: | ||
Net loss | $ (4,875,198) | $ (3,800,728) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 77,352 | 52,983 |
Inventory reserve | (13,840) | 1,440 |
Stock-based compensation | 368,990 | 334,065 |
Non-cash interest expense related to credit facility and other financing activities | 24,799 | 28,575 |
Increase/(decrease) in cash resulting from changes in: | ||
Accounts receivable | (9,221) | (5,000) |
Inventory | (3,846) | (26,272) |
Prepaid expenses and other current assets | (7,490) | (455,884) |
Accounts payable | 264,500 | 336,956 |
Accrued liabilities | 208,789 | 181,380 |
Accrued interest | 15,548 | 20,830 |
Deferred rent | (7,614) | 1,871 |
Net cash used in operating activities | (3,957,231) | (3,329,784) |
Cash Flows From Investing Activities: | ||
Purchases of fixed assets | (90,337) | (25,096) |
Net cash used in investing activities | (90,337) | (25,096) |
Cash Flows From Financing Activities: | ||
Net proceeds from issuance of common stock | 324,242 | 8,833,558 |
Proceeds from exercise of common stock warrants | 8,482,108 | |
Payments on equipment financings | (23,427) | (13,950) |
Payments on supplier and other third party financings | (116,529) | (16,712) |
Payments on line of credit | (385,297) | |
Net cash provided (used) by financing activities | (201,011) | 17,285,004 |
Net increase (decrease) in Cash and Cash Equivalents | (4,248,579) | 13,930,124 |
Cash and Cash Equivalents at Beginning of Period | 8,821,329 | 5,364,582 |
Cash and Cash Equivalents at End of Period | 4,572,750 | 19,294,706 |
Cash paid during the period for: | ||
Interest | 97,627 | 103,386 |
Taxes | $ 1,550 | $ 1,630 |
Condensed Statements of Cash F6
Condensed Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Warrants to purchase common stock, period | 5 years | |||
Purchase of common stock by underwriters to cover overallotments, grant date fair value | $ 7,690,395 | |||
Overallotment issued to underwriter to purchase common stock, period | 45 days | |||
Common shares issuable to underwriters under granted option | 1,200,000 | |||
Common Shares issuable to underwriters under warrants granted | 1,200,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Issuance of warrants to purchase shares of common stock, grant date fair value | $ 1,627,396 | |||
Offering costs recorded in prepaid expenses and other current assets reclassified to common stock issuance costs | 63,111 | |||
Proceeds from warrants not yet received | $ 17,472 | |||
Financed insurance premium through third party financing | 434,475 | |||
Purchases of fixed assets | $ 18,937 | $ 12,205 | $ 64,300 | $ 19,546 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
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 Form 10-Q have been prepared in accordance with the U.S. Securities and Exchange Commission, or 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, or GAAP, to be included in a full set of financial statements. The balance sheet at December 31, 2015 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, 2015, filed with the SEC with our Annual Report on Form 10-K on March 10, 2016 include a summary of our significant accounting policies and should be read in conjunction with this Form 10-Q. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in this Form 10-Q. 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. Additionally, a total of $290,709 of revenue-generating costs previously allocated to research and development expenses during the three months ended March 31, 2015 were reclassified to cost of revenues in the current period presentation of the unaudited condensed statement of operations and comprehensive loss. The Company and Business Activities Biocept, Inc., or the Company, was founded in California in May 1997 and is an early stage cancer diagnostics company developing and commercializing proprietary circulating tumor cell, or CTC, and circulating tumor DNA, or ctDNA, assays 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 cell enrichment and extraction microfluidic channels, related equipment and certain reagents to perform the Company’s diagnostic assays 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 assays the Company offers are classified as laboratory developed tests 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 May 2014, and as subsequently updated and amended from time to time, the Financial Accounting Standards Board, or 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 proposed guidance has been deferred and would be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. 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 adopted this guidance for the interim reporting period ended March 31, 2016. The adoption of this guidance did not have a material impact on the Company’s 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. In July 2015, the FASB issued authoritative guidance requiring entities that do not measure inventory using the retail inventory method or on a last-in, first-out basis to record inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This guidance is effective on a prospective basis for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial statements or disclosures. In January 2016, the FASB issued authoritative guidance requiring, among other things, that certain equity investments be measured at fair value with changes in fair value recognized in net income, that financial assets and financial liabilities be presented separately by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements, that the prior requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet be eliminated, and that a reporting organization is to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption of the instrument-specific credit risk amendment is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial statements or disclosures. In February 2016, the FASB issued authoritative guidance requiring, among other things, that entities recognize the assets and liabilities arising from leases on the balance sheet under revised criteria, while the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria in the previous leases guidance. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. 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. In March 2016, the FASB issued authoritative guidance clarifying that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not necessarily require dedesignation of that hedging relationship, provided that all other applicable hedge accounting criteria continue to be met. This guidance is effective on either a prospective basis or modified retrospective basis for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. 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. In March 2016, the FASB issued authoritative guidance requiring entities to assess whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts, and clarifies what steps are required when assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to the economic characteristics and risks of their debt hosts. This guidance is effective on a modified retrospective basis for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. 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. In March 2016, the FASB issued authoritative guidance simplifying the accounting for stock compensation. This guidance, among other things, amends existing accounting and classification requirements primarily around income taxes, forfeitures, and cash payments associated with share-based payment awards to employees. This guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. 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. |
Liquidity and Going Concern Unc
Liquidity and Going Concern Uncertainty | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Liquidity and Going Concern Uncertainty | 2. Liquidity and Going Concern Uncertainty As of March 31, 2016, cash and cash equivalents totaled $4.6 million and the Company had an accumulated deficit of $160.1 million. For the year and three month periods ended December 31, 2015 and March 31, 2016, the Company incurred net losses of $16.9 million and $4.9 million, respectively. At March 31, 2016, the Company had aggregate gross interest-bearing indebtedness of approximately $5.0 million, of which approximately $2.1 million was due within one year in the absence of subjective acceleration of amounts due under a credit facility entered into in April 2014 with Oxford Finance LLC, or the April 2014 Credit Facility, in addition to approximately $2.5 million of other non-interest bearing liabilities. Additionally, in February 2016, the Company signed a firm, noncancelable, and unconditional commitment in an aggregate amount of $1,062,500 with a vendor to purchase certain inventory items, payable in quarterly installments of $62,500 through May 2020 (see Note 10). These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern. The unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. 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 for 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 exercise of warrants to purchase common stock, proceeds from the issuance of debt, and revenues from laboratory services. 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 growth in net revenues to achieve and sustain income from operations. Subsequent to the closing of a follow-on public offering on February 13, 2015, cash proceeds of approximately $9.8 million have been received by the Company from the exercise of warrants sold in such offering, while approximately $2.7 million in gross warrant proceeds remain outstanding and available to be exercised at $1.56 per share until their expiration in February 2020. On December 21, 2015, the Company entered into a common stock purchase agreement with Aspire Capital Fund LLC, or Aspire Capital, whereby approximately $13.6 million, or up to 2,684,122 shares, are available to be issued to Aspire Capital under this agreement as of May 13, 2016, subject to certain contractual limitations that prohibit the Company’s ability to sell its common stock to Aspire Capital. In May 2015, the SEC declared effective a shelf registration statement filed by the Company. The shelf registration statement allows the Company to issue any combination of its common stock, preferred stock, debt securities and warrants from time to time for an aggregate initial offering price of up to $50 million, subject to certain limitations for so long as the Company’s public float is less than $75 million. As of March 31, 2016, the Company had not sold any securities under this shelf registration statement. A public offering of the Company’s common stock and warrants to purchase its common stock was effected under this shelf registration statement on April 29, 2016, the closing of which occurred on May 4, 2016, pursuant to which the Company received net cash proceeds of approximately $4.4 million (see Note 12). Subsequent to the closing of this public offering on May 4, 2016, no warrants sold in such offering have been exercised, with approximately $4.5 million in gross warrant proceeds remaining outstanding and available to be exercised at $1.30 per share until their expiration in May 2021. Following this offering, and subject to certain limitations for so long as the Company’s public float is less than $75 million, an aggregate initial offering price of up to approximately $39.2 million of the Company’s common stock, preferred stock, debt securities and warrants remains available to be sold under this shelf registration statement. In connection with its May 2016 public offering, the Company has agreed to certain contractual terms that limit its ability to issue, or enter into any agreement to issue, shares of its common stock or common stock equivalents for a period of 75 days, and limit its ability to issue variable rate securities for a period of one year. The specific terms of additional future offerings, if any, under this shelf registration statement would be established at the time of such offerings. Management’s Plan to Continue as a Going Concern In order to continue as a going concern, the Company will need, among other things, additional capital resources. Until the Company can generate significant cash from operations, including assay revenues, management’s plans to obtain such resources for the Company include proceeds from offerings of the Company’s equity securities or debt, or transactions involving product development, technology licensing or collaboration. 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. |
Sales of Equity Securities
Sales of Equity Securities | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Sales of Equity Securities | 3. Sales of Equity Securities Pursuant to an underwriting agreement dated February 9, 2015 between the Company, Aegis Capital Corp. and Feltl and Company, as underwriters named therein, a public offering of 8,000,000 shares of the Company’s common stock and warrants to purchase up to an aggregate of 8,000,000 shares of common stock was effected at a combined offering price of $1.25. The estimated grant date fair value of these warrants of $7.7 million was recorded as an offset to additional paid-in capital within common stock issuance upon the closing of this offering. Each of the members of the Company’s Board of Directors participated in this offering, purchasing an aggregate shares of the Company’s common stock and warrants to purchase up to an aggregate of shares of its common stock for a total purchase price of $ . All warrants sold in this offering In May 2015, the SEC declared effective a shelf registration statement filed by the Company. The shelf registration statement allows the Company to issue any combination of its common stock, preferred stock, debt securities and warrants from time to time for an aggregate initial offering price of up to $50 million, subject to certain limitations for so long as the Company’s public float is less than $75 million. As of March 31, 2016, the Company had not sold any securities under this shelf registration statement. In May 2016, the Company received net proceeds of approximately $4.4 million from the sale of common stock and warrants to purchase common stock under this shelf registration statement (see Note 12). Following this offering, and subject to certain limitations for so long as the Company’s public float is less than $75 million, an aggregate initial offering price of up to approximately $39.2 million of the Company’s common stock, preferred stock, debt securities and warrants remains available to be sold under this shelf registration statement. In connection with its May 2016 public offering, the Company has agreed to certain contractual terms that limit its ability to issue, or enter into any agreement to issue, shares of its common stock or common stock equivalents for a period of 75 days, and limit its ability to issue variable rate securities for a period of one year. The specific terms of additional future offerings, if any, under this shelf registration statement would be established at the time of such offerings. On December 21, 2015, the Company entered into a common stock purchase agreement with Aspire Capital, which committed to purchase up to an aggregate of $15.0 million of shares of the Company’s common stock over the 30-month term of the common stock purchase agreement. Upon execution of the common stock purchase agreement, the Company sold to Aspire Capital 625,000 shares of common stock at $1.60 per share for proceeds of $1,000,000, and concurrently also entered into a registration rights agreement with Aspire Capital, pursuant to which the Company filed a registration statement registering the sale of the shares of the Company’s common stock that have been and may be issued to Aspire Capital under the common stock purchase agreement. Under the common stock purchase agreement, on any trading day selected by the Company, the Company has the right, in its sole discretion, to present a purchase notice directing Aspire Capital to purchase up to 100,000 shares of the Company’s common stock per business day, up to $15.0 million of common stock in the aggregate at a per share price equal to the lesser of either i) the lowest sale price of the Company’s common stock on the purchase date, or ii) the arithmetic average of the three lowest closing sale prices for the Company’s common stock during the 10 consecutive trading days ending on the trading day immediately preceding the purchase date. In addition, on any date on which the Company submits a purchase notice to Aspire Capital in an amount equal to 100,000 shares and the Company’s stock price is not less than $0.50 per share, the Company also has the right, in its sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice directing Aspire Capital to purchase an amount of stock equal to up to 30% of the aggregate shares of the Company’s common stock traded on the its principal market on the next trading day, subject to a maximum number of shares the Company may determine. The purchase price per share pursuant to such volume-weighted average price purchase notice is generally 97% of the volume-weighted average price for the Company’s common stock traded on its principal market on the volume-weighted average purchase date. The purchase price will be adjusted for any reorganization, recapitalization, non-cash dividend, stock split, or other similar transaction occurring during the period(s) used to compute the purchase price. The Company may deliver multiple purchase notices and volume-weighted average price purchase notices to Aspire Capital from time to time during the term of the common stock purchase agreement, so long as the most recent purchase has been completed. The common stock purchase agreement provides that the Company and Aspire Capital shall not effect any sales on any purchase date where the closing sale price of the Company’s common stock is less than $0.50. There are no trading volume requirements or restrictions under the common stock purchase agreement, and the Company will control the timing and amount of sales of its common stock to Aspire Capital. Aspire Capital has no right to require any sales by the Company, but is obligated to make purchases from the Company as directed by the Company in accordance with the common stock purchase agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future fundings, rights of first refusal, participation rights, penalties or liquidated damages in the common stock purchase agreement. In consideration for entering into, and concurrently with the execution of, the common stock purchase agreement, the Company issued to Aspire Capital 165,000 shares of its common stock. The common stock purchase agreement may be terminated by the Company at any time, at its discretion, without any cost to the Company. Aspire Capital has agreed that neither it nor any of its agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of the Company’s common stock during any time prior to the termination of the common stock purchase agreement. Any proceeds the Company receives under the common stock purchase agreement are expected to be used for working capital and general corporate purposes. During the three months ended March 31, 2016, the Company submitted purchase notices to Aspire Capital for an aggregate of 300,000 shares of common stock for gross proceeds of $403,000. Costs associated with this offering of approximately $42,000 and $79,000 during the year ended December 31, 2015 and March 31, 2016, respectively, were also recorded to common stock issuance costs under applicable accounting guidance, and as such, the aggregate total increase in capital related to this transaction has been approximately $1.3 million. Approximately $13.6 million, or up to 2,684,122 shares, remains available to be issued to Aspire Capital under this agreement as of May 13, 2016, subject to certain contractual limitations that prohibit the Company’s ability to sell its common stock to Aspire Capital. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2016 | |
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. Other Fair Value Measurements The estimated fair value of the Company’s credit facility at March 31, 2016 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. In connection with the closing of the Company’s public offering on May 4, 2016, warrants were issued to buy (in the aggregate) up to 3,490,601 shares of common stock with an estimated grant date fair value of $1,997,667, which was recorded as an offset to additional paid-in capital within common stock issuance costs (see Note 12). |
Balance Sheet Details
Balance Sheet Details | 3 Months Ended |
Mar. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Details | 5. Balance Sheet Details The following provides certain balance sheet details: December 31, March 31, 2015 2016 Fixed Assets Machinery and equipment $ 2,518,158 $ 2,540,587 Furniture and office equipment 143,726 143,726 Computer equipment and software 577,898 602,097 Leasehold improvements 514,614 514,614 Financed equipment 914,179 976,599 Construction in process 70,815 12,738 4,739,390 4,790,361 Less accumulated depreciation and amortization 3,793,210 3,870,562 Total fixed assets, net $ 946,180 $ 919,799 Accrued Liabilities Accrued interest $ 28,981 $ 26,429 Accrued payroll 128,753 235,685 Accrued vacation 307,845 322,974 Accrued bonuses 376,100 471,035 Accrued sales commissions 76,574 73,010 Current portion of deferred rent 31,170 40,938 Accrued other 17,476 12,790 Total accrued liabilities $ 966,899 $ 1,182,861 |
April 2014 Credit Facility
April 2014 Credit Facility | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
April 2014 Credit Facility | 6. April 2014 Credit Facility On April 30, 2014, the Company received net cash proceeds of approximately $4,898,000 pursuant to the execution of its April 2014 Credit Facility with Oxford Finance LLC. Upon the entry into the April 2014 Credit Facility, the Company was required to pay the lenders a facility fee of $50,000 in conjunction with the funding of the term loan. The April 2014 Credit Facility is secured by substantially all of the Company’s personal property other than its intellectual property. Amounts due to Oxford Finance LLC under the April 2014 Credit Facility are callable before maturity by the lender under certain subjective acceleration clauses of the underlying agreement, including changes deemed to be materially adverse by the lender. The term loan under the April 2014 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 term loan, plus (b) 7.71%. The term loan bears interest at an annual rate of 7.95%. The Company was required to make interest-only payments on the term loan through August 1, 2015. The outstanding term loan under the April 2014 Credit Facility began amortizing at the end of the applicable interest-only period, with monthly payments of principal and interest being made by the Company to the lenders in consecutive monthly installments following such interest-only period. The term loan under the April 2014 Credit Facility matures on July 1, 2018. Upon repayment, the Company is also required to make a final payment to the lenders equal to 5.5% of the original principal amount of the term loan funded. At its option, the Company may prepay the outstanding principal balance of the term loan in whole but not in part, subject to a prepayment fee of 1% of any amount prepaid after April 30, 2016. The April 2014 Credit Facility includes affirmative and negative covenants applicable to the Company and any subsidiaries created in the future. The affirmative covenants include, among others, covenants requiring the Company to maintain its legal existence and governmental approvals, deliver certain financial reports and maintain insurance coverage. The negative covenants include, among others, restrictions on transferring collateral, incurring additional indebtedness, engaging in mergers or acquisitions, paying dividends or making other distributions, making investments, creating liens, selling assets, and suffering a change in control, in each case subject to certain exceptions. The April 2014 Credit Facility also includes events of default, the occurrence and continuation of which provide Oxford Finance LLC, as collateral agent, with the right to exercise remedies against the Company and the collateral securing the term loan under the April 2014 Credit Facility, including foreclosure against the Company’s properties securing the April 2014 Credit Facility, including its cash. These events of default include, among other things, the Company’s failure to pay any amounts due under the April 2014 Credit Facility, a breach of covenants under the April 2014 Credit Facility, insolvency, a material adverse change, the occurrence of any default under certain other indebtedness in an amount greater than $250,000, and a final judgment against the Company in an amount greater than $250,000. 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 Finance LLC on April 30, 2014. Issuance costs of $102,498 associated with the term loan under the April 2014 Credit Facility were recorded as a discount to outstanding debt as of the closing date, resulting in net proceeds of $4,897,502. 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 effective annual interest rate associated with the April 2014 Credit Facility was 11.50% at both December 31, 2015 and March 31, 2016. |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-based Compensation | 7. Stock-based Compensation Equity Incentive Plans The Company maintains two equity incentive plans: the Amended and Restated 2013 Equity Incentive Plan, or the 2013 Plan, and the 2007 Equity Incentive Plan, or the 2007 Plan. The 2013 Plan includes a provision that shares available for grant under the Company’s 2007 Plan become available for issuance under the 2013 Plan and are no longer available for issuance under the 2007 Plan. As of March 31, 2016, under all plans, a total of 3,068,865 shares were authorized for issuance, 2,297,168 stock options and restricted stock units, or RSUs, had been issued and were outstanding, and 647,263 shares were available for grant. Stock Options A summary of stock option activity for option awards granted under the 2013 Plan and 2007 Plan for the three months ended March 31, 2016 is as follows: Average Weighted Remaining Number of Average Exercise Contractual Shares Price Per Share Term in Years Vested and unvested expected to vest, December 31, 2015 1,940,701 $ 5.16 9.0 Outstanding at December 31, 2015 2,141,141 $ 3.71 9.1 Granted 264,000 $ 1.34 Exercised — Cancelled/forfeited/expired (140,742 ) $ 2.56 Outstanding at March 31, 2016 2,264,399 $ 3.51 8.9 Vested and unvested expected to vest, March 31, 2016 2,136,107 $ 3.60 8.8 The intrinsic values of options outstanding and options vested and unvested expected to vest at March 31, 2016 were both zero. The intrinsic value of options exercisable at March 31, 2016 was zero. The fair values of option awards granted during the three months ended March 31, 2016 were estimated using a Black-Scholes pricing model with the following assumptions: Stock and exercise prices $ 1.34 Expected dividend yield 0.00 % Discount rate-bond equivalent yield 1.24% – 1.39% Expected life (in years) 5.42 – 6.08 Expected volatility 90.0 % 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 three months ended March 31, 2016 was $0.98 per share. On August 31, 2015, the Company’s Board of Directors approved the issuance of 100,000 stock options with an estimated grant date fair value of $1.47 per share to its Chief Executive Officer pursuant to the 2013 Plan. On February 29, 2016, the Company’s Board of Directors approved the issuance of 100,000 stock options with an estimated grant date fair value of $0.96 per share to its Chief Executive Officer pursuant to the 2013 Plan. Vesting of these stock options may occur based on the Company’s achievement of specified objectives by December 31, 2016 as determined by the Company’s Board of Directors, or a committee of the Company’s Board of Directors, in its sole discretion, as follows: Percentage of Overall Stock Option Grants Subject to Vesting Target Minimum number of accessions processed, billed and collected 13 % Minimum revenues from contracts with pharmaceutical companies 10 % Attainment of a sustainable positive GAAP gross margin 12 % Minimum operating cash on-hand with no more than one interim dilutive equity financing event 15 % Achievement of the Company's 2016 corporate goals 25 % Completion of a Board-approved strategic transaction 25 % Total 100 % Restricted Stock On June 12, 2014, the Company’s Board of Directors granted an RSU award for 44,496 shares with a grant date fair value of $5.35 per share to its Chief Executive Officer pursuant to the 2013 Plan. Vesting of these RSUs was based on the Company’s achievement of specified objectives by December 31, 2015 as determined by the Company’s Board of Directors or the Compensation Committee of the Board of Directors, as follows: Percentage of Overall RSU Grant Subject to Vesting Target Minimum revenue 25 % Maximum EBITDA loss 15 % Attainment of financial plan for fiscal 2015 20 % Minimum value of strategic agreements 20 % Implementation of four new diagnostic test panels 20 % Total 100 % During the three months ended March 31, 2016, a total of 13,348 RSUs were declared vested by the Company’s Board of Directors and issued to its Chief Executive Officer in satisfaction of this award and the remaining 31,148 shares underlying this RSU were forfeited. At March 31, 2016, 32,769 RSUs with an intrinsic value of $42,272 were outstanding and vested. Stock-based Compensation Expense 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: For the three months ended March 31, 2015 2016 Stock Options Cost of revenues $ 16,136 $ 26,075 Research and development expenses 20,420 33,003 General and administrative expenses 219,061 272,569 Sales and marketing expenses 31,012 37,343 Total expenses related to stock options 286,629 368,990 RSUs Research and development expenses 7,500 — General and administrative expenses 39,936 — Total stock-based compensation $ 334,065 $ 368,990 Stock-based compensation expense was recorded net of estimated forfeitures of 0% - 4% per annum during the three months ended March 31, 2015 and 2016. As of March 31, 2016 total unrecognized stock-based compensation expense related to unvested stock option, adjusted for estimated forfeitures, was approximately $2,476,000 and is expected to be recognized over a weighted-average period of 2.4 years. |
Common Stock Warrants Outstandi
Common Stock Warrants Outstanding | 3 Months Ended |
Mar. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Common Stock Warrants Outstanding | 8. Common Stock Warrants Outstanding A summary of equity-classified common stock warrant activity for the three months ended March 31, 2016 is as follows: Average Weighted Remaining Number of Average Exercise Contractual Shares Price Per Share Term in Years Outstanding at December 31, 2015 2,352,738 $ 3.73 3.8 Issued — Exercised — Expired (152,712 ) $ 10.00 Outstanding at March 31, 2016 2,200,026 $ 3.29 3.8 The intrinsic value of equity-classified common stock warrants outstanding and exercisable at March 31, 2016 was $0. In connection with the closing of the Company’s public offering on May 4, 2016, warrants were issued to buy (in the aggregate) up to 3,490,601 shares of common stock at an exercise price of $1.30 per share with a term of five years (see Note 12). |
Net Loss per Common Share
Net Loss per Common Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | 9. 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 months ended March 31, 2015 and 2016, the outstanding RSUs, 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. 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 months ended March 31, 2015 2016 Preferred warrants outstanding (number of common stock equivalents) 1,587 1,587 Preferred share RSUs (number of common stock equivalents) 73,151 — Common warrants outstanding 3,160,738 2,200,026 Common share RSUs 178,467 32,769 Common options outstanding 916,239 2,264,399 Total anti-dilutive common share equivalents 4,330,182 4,498,781 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. 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 that are expected to have a material adverse effect on its financial condition, results of operations or liquidity. In February 2016, the Company signed a firm, noncancelable, and unconditional commitment in an aggregate amount of $1,062,500 with a vendor to purchase certain inventory items, payable in quarterly installments of $62,500 through May 2020. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 11. Related Party Transactions All of the members of the Company’s Board of Directors participated in its public offering in February 2015, purchasing an aggregate of 142,000 shares of the Company’s common stock and warrants to purchase up to an aggregate of 142,000 shares of its common stock for total proceeds of $177,500. A member of the Company’s management is the controlling person of Aegea Biotechnologies, Inc., or Aegea. On September 2, 2012, the Company entered into an Assignment and Exclusive Cross-License Agreement, or the Cross-License Agreement, with Aegea. The Company received a payment of $19,047 during the three months ended March 31, 2016 from Aegea as reimbursement for shared patent costs under the Cross-License Agreement. Pursuant to a sublease agreement dated March 30, 2015, the Company subleased 9,849 square feet, plus free use of an additional area, of its San Diego facility to an entity affiliated with the Company’s non-executive Chairman for $12,804 per month, with a refundable security deposit of $12,804 due from the subtenant. The initial term of the sublease expired on July 31, 2015, and is subject to renewal on a month-to-month basis thereafter. A total of $38,412 in rental income was recorded to other income/(expense) in the Company’s statement of operations and comprehensive loss during the three months ended March 31, 2016. Three members of the Company’s Board of Directors participated in its public offering in May 2016, purchasing an aggregate of 175,000 shares of the Company’s common stock and warrants to purchase up to an aggregate of 122,500 shares of its common stock for total proceeds to the Company of $175,000 (see Note 12). 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events In May 2015, the SEC declared effective a shelf registration statement filed by the Company. The shelf registration statement allows the Company to issue any combination of its common stock, preferred stock, debt securities and warrants from time to time for an aggregate initial offering price of up to $50 million, subject to certain limitations for so long as the Company’s public float is less than $75 million. As of March 31, 2016, the Company had not sold any securities under this shelf registration statement. Pursuant to an exclusive placement agent agreement dated April 25, 2016 between the Company and H.C. Wainwright & Co., LLC, or Wainwright, and a securities purchase agreement dated April 29, 2016 between the Company and the purchasers signatory thereto, a public offering of 4,986,573 shares of the Company’s common stock and warrants to purchase up to an aggregate of 3,490,601 shares of common stock was effected under this registration statement at a combined offering price of $1.00. Three members of the Company’s Board of Directors participated in this offering, purchasing an aggregate 175,000 shares of the Company’s common stock and warrants to purchase up to an aggregate of 122,500 shares of its common stock for a total purchase price of $175,000. All warrants sold in this offering have a per share exercise price of $1.30, are exercisable immediately and expire five years from the date of issuance. The closing of the sale of these securities to the purchasers occurred on May 4, 2016, pursuant to which the Company received, after deducting the placement agent’s fees and non-accountable expense reimbursements paid to Wainwright, as well as advisory service fees paid to ROTH Capital Partners, LLC and certain other transactional fees paid to third parties, approximately $4.6 million of net cash proceeds. The total increase in capital as a result of the sale of these shares and warrants was approximately $4.4 million after deducting an estimated $0.2 million of additional third party costs incurred in connection with this offering. The aggregate balance of approximately $0.6 million related to placement agent’s fees, advisory service expenses and non-placement agent costs associated with this offering was recorded to common stock issuance costs upon closing under applicable accounting guidance. The estimated aggregate grant date fair value of $1,997,667 associated with the warrants to purchase 3,490,601 shares of common stock was recorded as an offset to additional paid-in capital within common stock issuance costs, and was estimated using Black-Scholes valuation model with the following assumptions: Stock price $ 0.90 Exercise price $ 1.30 Expected dividend yield 0.00 % Discount rate-bond equivalent yield 1.23 % Expected life (in years) 5.00 Expected volatility 90.0 % Subsequent to the closing of this public offering on May 4, 2016, no warrants sold in such offering have been exercised, with approximately $4.5 million in gross warrant proceeds remaining outstanding and available to be exercised at $1.30 per share until their expiration in May 2021. Following this offering, and subject to certain limitations for so long as the Company’s public float is less than $75 million, an aggregate initial offering price of up to approximately $39.2 million of the Company’s common stock, preferred stock, debt securities and warrants remains available to be sold under this shelf registration statement. In connection with its May 2016 public offering, the Company has agreed to certain contractual terms that limit its ability to issue, or enter into any agreement to issue, shares of its common stock or common stock equivalents for a period of 75 days, and limit its ability to issue variable rate securities for a period of one year. The specific terms of additional future offerings, if any, under this shelf registration statement would be established at the time of such offerings. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
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 Form 10-Q have been prepared in accordance with the U.S. Securities and Exchange Commission, or 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, or GAAP, to be included in a full set of financial statements. The balance sheet at December 31, 2015 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, 2015, filed with the SEC with our Annual Report on Form 10-K on March 10, 2016 include a summary of our significant accounting policies and should be read in conjunction with this Form 10-Q. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in this Form 10-Q. 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. Additionally, a total of $290,709 of revenue-generating costs previously allocated to research and development expenses during the three months ended March 31, 2015 were reclassified to cost of revenues in the current period presentation of the unaudited condensed statement of operations and comprehensive loss. |
The Company and Business Activities | The Company and Business Activities Biocept, Inc., or the Company, was founded in California in May 1997 and is an early stage cancer diagnostics company developing and commercializing proprietary circulating tumor cell, or CTC, and circulating tumor DNA, or ctDNA, assays 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 cell enrichment and extraction microfluidic channels, related equipment and certain reagents to perform the Company’s diagnostic assays 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 assays the Company offers are classified as laboratory developed tests 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 | Recent Accounting Pronouncements In May 2014, and as subsequently updated and amended from time to time, the Financial Accounting Standards Board, or 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 proposed guidance has been deferred and would be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. 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 adopted this guidance for the interim reporting period ended March 31, 2016. The adoption of this guidance did not have a material impact on the Company’s 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. In July 2015, the FASB issued authoritative guidance requiring entities that do not measure inventory using the retail inventory method or on a last-in, first-out basis to record inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This guidance is effective on a prospective basis for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial statements or disclosures. In January 2016, the FASB issued authoritative guidance requiring, among other things, that certain equity investments be measured at fair value with changes in fair value recognized in net income, that financial assets and financial liabilities be presented separately by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements, that the prior requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet be eliminated, and that a reporting organization is to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption of the instrument-specific credit risk amendment is permitted. The Company does not expect adoption of this guidance to have a material impact on its financial statements or disclosures. In February 2016, the FASB issued authoritative guidance requiring, among other things, that entities recognize the assets and liabilities arising from leases on the balance sheet under revised criteria, while the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria in the previous leases guidance. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. 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. In March 2016, the FASB issued authoritative guidance clarifying that a change in the counterparty to a derivative instrument that has been designated as the hedging instrument does not necessarily require dedesignation of that hedging relationship, provided that all other applicable hedge accounting criteria continue to be met. This guidance is effective on either a prospective basis or modified retrospective basis for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. 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. In March 2016, the FASB issued authoritative guidance requiring entities to assess whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts, and clarifies what steps are required when assessing whether the economic characteristics and risks of call (put) options are clearly and closely related to the economic characteristics and risks of their debt hosts. This guidance is effective on a modified retrospective basis for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. 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. In March 2016, the FASB issued authoritative guidance simplifying the accounting for stock compensation. This guidance, among other things, amends existing accounting and classification requirements primarily around income taxes, forfeitures, and cash payments associated with share-based payment awards to employees. This guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. 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. |
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. |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Fixed Assets and Accrued Liabilities | The following provides certain balance sheet details: December 31, March 31, 2015 2016 Fixed Assets Machinery and equipment $ 2,518,158 $ 2,540,587 Furniture and office equipment 143,726 143,726 Computer equipment and software 577,898 602,097 Leasehold improvements 514,614 514,614 Financed equipment 914,179 976,599 Construction in process 70,815 12,738 4,739,390 4,790,361 Less accumulated depreciation and amortization 3,793,210 3,870,562 Total fixed assets, net $ 946,180 $ 919,799 Accrued Liabilities Accrued interest $ 28,981 $ 26,429 Accrued payroll 128,753 235,685 Accrued vacation 307,845 322,974 Accrued bonuses 376,100 471,035 Accrued sales commissions 76,574 73,010 Current portion of deferred rent 31,170 40,938 Accrued other 17,476 12,790 Total accrued liabilities $ 966,899 $ 1,182,861 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 2013 Plan and 2007 Plan for the three months ended March 31, 2016 is as follows: Average Weighted Remaining Number of Average Exercise Contractual Shares Price Per Share Term in Years Vested and unvested expected to vest, December 31, 2015 1,940,701 $ 5.16 9.0 Outstanding at December 31, 2015 2,141,141 $ 3.71 9.1 Granted 264,000 $ 1.34 Exercised — Cancelled/forfeited/expired (140,742 ) $ 2.56 Outstanding at March 31, 2016 2,264,399 $ 3.51 8.9 Vested and unvested expected to vest, March 31, 2016 2,136,107 $ 3.60 8.8 |
Assumptions Used for Determining Fair Value of Stock Options Under Black-Scholes Pricing Model | The fair values of option awards granted during the three months ended March 31, 2016 were estimated using a Black-Scholes pricing model with the following assumptions: Stock and exercise prices $ 1.34 Expected dividend yield 0.00 % Discount rate-bond equivalent yield 1.24% – 1.39% Expected life (in years) 5.42 – 6.08 Expected volatility 90.0 % |
Schedule of Performance Stock Options Vesting Percentage | Vesting of these stock options may occur based on the Company’s achievement of specified objectives by December 31, 2016 as determined by the Company’s Board of Directors, or a committee of the Company’s Board of Directors, in its sole discretion, as follows: Percentage of Overall Stock Option Grants Subject to Vesting Target Minimum number of accessions processed, billed and collected 13 % Minimum revenues from contracts with pharmaceutical companies 10 % Attainment of a sustainable positive GAAP gross margin 12 % Minimum operating cash on-hand with no more than one interim dilutive equity financing event 15 % Achievement of the Company's 2016 corporate goals 25 % Completion of a Board-approved strategic transaction 25 % Total 100 % Vesting of these RSUs was based on the Company’s achievement of specified objectives by December 31, 2015 as determined by the Company’s Board of Directors or the Compensation Committee of the Board of Directors, as follows: Percentage of Overall RSU Grant Subject to Vesting Target Minimum revenue 25 % Maximum EBITDA loss 15 % Attainment of financial plan for fiscal 2015 20 % Minimum value of strategic agreements 20 % Implementation of four new diagnostic test panels 20 % 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: For the three months ended March 31, 2015 2016 Stock Options Cost of revenues $ 16,136 $ 26,075 Research and development expenses 20,420 33,003 General and administrative expenses 219,061 272,569 Sales and marketing expenses 31,012 37,343 Total expenses related to stock options 286,629 368,990 RSUs Research and development expenses 7,500 — General and administrative expenses 39,936 — Total stock-based compensation $ 334,065 $ 368,990 |
Common Stock Warrants Outstan22
Common Stock Warrants Outstanding (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Equity Classified Warrants [Abstract] | |
Summary of Equity-Classified Common Stock Warrant Activity | A summary of equity-classified common stock warrant activity for the three months ended March 31, 2016 is as follows: Average Weighted Remaining Number of Average Exercise Contractual Shares Price Per Share Term in Years Outstanding at December 31, 2015 2,352,738 $ 3.73 3.8 Issued — Exercised — Expired (152,712 ) $ 10.00 Outstanding at March 31, 2016 2,200,026 $ 3.29 3.8 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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: For the three months ended March 31, 2015 2016 Preferred warrants outstanding (number of common stock equivalents) 1,587 1,587 Preferred share RSUs (number of common stock equivalents) 73,151 — Common warrants outstanding 3,160,738 2,200,026 Common share RSUs 178,467 32,769 Common options outstanding 916,239 2,264,399 Total anti-dilutive common share equivalents 4,330,182 4,498,781 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Assumptions Used for Determining Fair Values of Common Stock Warrants | The estimated aggregate grant date fair value of $1,997,667 associated with the warrants to purchase 3,490,601 shares of common stock was recorded as an offset to additional paid-in capital within common stock issuance costs, and was estimated using Black-Scholes valuation model with the following assumptions: Stock price $ 0.90 Exercise price $ 1.30 Expected dividend yield 0.00 % Discount rate-bond equivalent yield 1.23 % Expected life (in years) 5.00 Expected volatility 90.0 % |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2015USD ($) | |
Accounting Policies [Abstract] | |
Reclassification of revenue generation cost from research and development to cost of revenue | $ 290,709 |
Liquidity and Going Concern U26
Liquidity and Going Concern Uncertainty- Additional Information (Detail) - USD ($) | May. 04, 2016 | Feb. 13, 2015 | Feb. 29, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 21, 2015 | May. 31, 2015 | Dec. 31, 2014 |
Liquidity And Managements Plans [Line Items] | |||||||||
Cash and cash equivalents | $ 4,572,750 | $ 19,294,706 | $ 8,821,329 | $ 5,364,582 | |||||
Accumulated deficit | (160,111,746) | (155,236,548) | |||||||
Net loss | (4,875,198) | (3,800,728) | $ (16,900,000) | ||||||
Other non-interest bearing liabilities | $ 2,500,000 | ||||||||
Unconditional purchase commitment aggregate amount | $ 1,062,500 | ||||||||
Unconditional purchase commitment, quarterly payment amount | $ 62,500 | ||||||||
Unconditional purchase commitment payment terms | Quarterly | ||||||||
Unconditional purchase commitment period | through May 2020 | ||||||||
Proceeds from exercise of common stock warrants | $ 9,800,000 | 8,482,108 | |||||||
Proceeds from gross exercise of common stock warrants outstanding | $ 2,700,000 | ||||||||
Exercisable warrant available price per share | $ 1.56 | ||||||||
Exercisable warrant available price per share expiration period | 2020-02 | ||||||||
Net proceeds from issuance of common stock | $ 177,500 | $ 324,242 | $ 8,833,558 | ||||||
Shelf Registration Statement [Member] | |||||||||
Liquidity And Managements Plans [Line Items] | |||||||||
Minimum public float limit for offering | $ 75,000,000 | ||||||||
Shelf Registration Statement [Member] | Subsequent Event [Member] | |||||||||
Liquidity And Managements Plans [Line Items] | |||||||||
Proceeds from exercise of common stock warrants | $ 0 | ||||||||
Proceeds from gross exercise of common stock warrants outstanding | $ 4,500,000 | ||||||||
Exercisable warrant available price per share | $ 1.30 | ||||||||
Exercisable warrant available price per share expiration period | 2021-05 | ||||||||
Minimum public float limit for offering | $ 75,000,000 | ||||||||
Net proceeds from issuance of common stock | $ 4,400,000 | ||||||||
Period of limitation to issue common shares | 75 days | ||||||||
Period of limitation to issue variable rate securities | 1 year | ||||||||
Maximum [Member] | Shelf Registration Statement [Member] | |||||||||
Liquidity And Managements Plans [Line Items] | |||||||||
Aggregate offering price | $ 50,000,000 | ||||||||
Maximum [Member] | Shelf Registration Statement [Member] | Subsequent Event [Member] | |||||||||
Liquidity And Managements Plans [Line Items] | |||||||||
Aggregate offering price | $ 39,200,000 | ||||||||
Aspire Capital Fund, LLC [Member] | Common Stock Purchase Agreement [Member] | |||||||||
Liquidity And Managements Plans [Line Items] | |||||||||
Additional paid in capital available to be issued | $ 13,600,000 | ||||||||
Additional paid in capital available to be issued, shares | 2,684,122 | ||||||||
April 2014 Credit Facility [Member] | |||||||||
Liquidity And Managements Plans [Line Items] | |||||||||
Aggregate gross interest-bearing indebtedness | 5,000,000 | ||||||||
Due within one year | $ 2,100,000 |
Sales of Equity Securities - Ad
Sales of Equity Securities - Additional Information (Detail) - USD ($) | May. 13, 2016 | May. 04, 2016 | Dec. 21, 2015 | Feb. 13, 2015 | Feb. 09, 2015 | May. 31, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | May. 31, 2015 |
Class Of Stock [Line Items] | ||||||||||
Issuance of warrants to purchase shares of common stock | 1,200,000 | |||||||||
Stock price | $ 0.90 | |||||||||
Purchase of common stock by underwriters to cover overallotments, grant date fair value | $ 7,700,000 | $ 7,690,395 | ||||||||
Proceeds from issuance of common stock | $ 177,500 | 324,242 | $ 8,833,558 | |||||||
Exercise price of warrants | $ 1.56 | |||||||||
Net cash proceeds from issue of initial public offering after deducting underwriting discounts and additional costs | $ 9,100,000 | |||||||||
Increase in capital shares value | $ 8,800,000 | $ 1,300,000 | ||||||||
Additional costs incurred prior to, and associated with IPO, beginning of period | $ 300,000 | |||||||||
Overallotment issued to underwriter to purchase common stock, period | 45 days | 45 days | ||||||||
Purchase of common stock by underwriters to cover overallotments, number of shares | 1,200,000 | |||||||||
Purchase of common stock by underwriters to cover overallotments, per share | $ 1.25 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Issuance of warrants to purchase shares of common stock, grant date fair value | $ 1,627,396 | $ 1,627,396 | ||||||||
Underwriter cost | 200,000 | |||||||||
Underwriting discounts | 700,000 | |||||||||
Non-underwriter costs | 300,000 | |||||||||
Proceeds from exercise of common stock warrants | 9,800,000 | $ 8,482,108 | ||||||||
Aggregate increase in capital from public offerings | 18,600,000 | |||||||||
Underwriting cost and discount | $ 900,000 | |||||||||
Common stock, shares issued | 165,000 | 19,983,402 | 19,670,054 | |||||||
Common stock issuance costs | $ 79,000 | $ 42,000 | ||||||||
Common Stock Purchase Agreement [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Proceeds from issuance of common stock | $ 403,000 | |||||||||
Aggregate common stock shares purchase | 300,000 | |||||||||
Aspire Capital Fund, LLC [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Maximum number of shares of common stock to be purchase per business day | 100,000 | |||||||||
Aggregate amount of common stock | $ 15,000,000 | |||||||||
Consecutive trading days threshold | 10 days | |||||||||
Common stock shares trading volume percentage | 30.00% | |||||||||
Percentage of volume weighted average price | 97.00% | |||||||||
Subsequent Event [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Issuance of warrants to purchase shares of common stock | 3,490,601 | |||||||||
Purchase of common stock by underwriters to cover overallotments, grant date fair value | $ 1,997,667 | |||||||||
Exercise price of warrants | $ 1.30 | |||||||||
Aggregate amount of common stock | $ 13,600,000 | |||||||||
Common stock remains available to be issued | 2,684,122 | |||||||||
Common Stock [Member] | Aspire Capital Fund, LLC [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Public offering, number of shares issued | 625,000 | |||||||||
Stock price | $ 1.60 | |||||||||
Proceeds from issuance of common stock | $ 1,000,000 | |||||||||
Increase in capital shares value | $ 15,000,000 | |||||||||
Overallotment issued to underwriter to purchase common stock, period | 30 months | |||||||||
Minimum [Member] | Aspire Capital Fund, LLC [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock price | $ 0.50 | |||||||||
Sale of common stock, closing price per share | $ 0.50 | |||||||||
Shelf Registration Statement [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Minimum public float limit for offering | $ 75,000,000 | |||||||||
Shelf Registration Statement [Member] | Subsequent Event [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Public offering, number of shares issued | 4,986,573 | |||||||||
Issuance of warrants to purchase shares of common stock | 3,490,601 | |||||||||
Stock price | $ 1 | |||||||||
Proceeds from issuance of common stock | $ 4,400,000 | |||||||||
Exercise price of warrants | $ 1.30 | |||||||||
Net cash proceeds from issue of initial public offering after deducting underwriting discounts and additional costs | $ 4,600,000 | |||||||||
Increase in capital shares value | 4,400,000 | |||||||||
Issuance of warrants to purchase shares of common stock, grant date fair value | 1,997,667 | |||||||||
Proceeds from exercise of common stock warrants | 0 | |||||||||
Minimum public float limit for offering | $ 75,000,000 | |||||||||
Period of limitation to issue common shares | 75 days | |||||||||
Period of limitation to issue variable rate securities | 1 year | |||||||||
Common stock issuance costs | $ 600,000 | |||||||||
Shelf Registration Statement [Member] | Maximum [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Aggregate offering price | $ 50,000,000 | |||||||||
Shelf Registration Statement [Member] | Maximum [Member] | Subsequent Event [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Aggregate offering price | $ 39,200,000 | |||||||||
Scenario Forecast [Member] | Shelf Registration Statement [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Minimum public float limit for offering | $ 75,000,000 | |||||||||
Proceeds from sale of common stock and warrants to purchase common stock | $ 4,400,000 | |||||||||
Period of limitation to issue common shares | 75 days | |||||||||
Period of limitation to issue variable rate securities | 1 year | |||||||||
Scenario Forecast [Member] | Shelf Registration Statement [Member] | Maximum [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Aggregate offering price | $ 39,200,000 | |||||||||
Aegis Capital Corp. and Feltl [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Public offering, number of shares issued | 8,000,000 | |||||||||
Issuance of warrants to purchase shares of common stock | 8,000,000 | |||||||||
Stock price | $ 1.25 | |||||||||
Director [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Public offering, number of shares issued | 142,000 | |||||||||
Issuance of warrants to purchase shares of common stock | 142,000 | |||||||||
Director [Member] | Shelf Registration Statement [Member] | Subsequent Event [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Public offering, number of shares issued | 175,000 | |||||||||
Issuance of warrants to purchase shares of common stock | 122,500 | |||||||||
Proceeds from issuance of common stock | $ 175,000 |
Fair Value Measurement - Other
Fair Value Measurement - Other Fair Value Measurements - Additional Information (Detail) - USD ($) | May. 04, 2016 | Feb. 13, 2015 | Mar. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Issuance of warrants to purchase shares of common stock | 1,200,000 | ||
Purchase of common stock by underwriters to cover overallotments, grant date fair value | $ 7,700,000 | $ 7,690,395 | |
Aegis Capital Corp [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Issuance of warrants to purchase shares of common stock | 8,000,000 | ||
Subsequent Event [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Issuance of warrants to purchase shares of common stock | 3,490,601 | ||
Purchase of common stock by underwriters to cover overallotments, grant date fair value | $ 1,997,667 | ||
Subsequent Event [Member] | Aegis Capital Corp [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Issuance of warrants to purchase shares of common stock | 3,490,601 |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Fixed Assets and Accrued Liabilities (Detail) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Fixed Assets | ||
Machinery and equipment | $ 2,540,587 | $ 2,518,158 |
Furniture and office equipment | 143,726 | 143,726 |
Computer equipment and software | 602,097 | 577,898 |
Leasehold improvements | 514,614 | 514,614 |
Financed equipment | 976,599 | 914,179 |
Construction in process | 12,738 | 70,815 |
Total fixed assets, gross | 4,790,361 | 4,739,390 |
Less accumulated depreciation and amortization | 3,870,562 | 3,793,210 |
Total fixed assets, net | 919,799 | 946,180 |
Accrued Liabilities | ||
Accrued interest | 26,429 | 28,981 |
Accrued payroll | 235,685 | 128,753 |
Accrued vacation | 322,974 | 307,845 |
Accrued bonuses | 471,035 | 376,100 |
Accrued sales commissions | 73,010 | 76,574 |
Current portion of deferred rent | 40,938 | 31,170 |
Accrued other | 12,790 | 17,476 |
Total accrued liabilities | $ 1,182,861 | $ 966,899 |
April 2014 Credit Facility - Ad
April 2014 Credit Facility - Additional Information (Detail) - USD ($) | Feb. 13, 2015 | Apr. 30, 2014 | Mar. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | |||||
Exercise price of warrants | $ 1.56 | ||||
Warrant term | 5 years | ||||
Issuance of warrants to purchase shares of common stock, grant date fair value | $ 1,627,396 | $ 1,627,396 | |||
Oxford Finance LLC [Member] | Common Stock [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Warrant issued to lender | 52,966 | ||||
Exercise price of warrants | $ 4.72 | ||||
Warrant term | 10 years | ||||
Oxford Finance LLC [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Default limit amount | $ 250,000 | ||||
Debt default final judgment amount | 250,000 | ||||
Oxford Finance LLC [Member] | First Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Net cash proceeds on term loan | 4,898,000 | ||||
Line Of Credit Facility Fees Amount Payable | $ 50,000 | ||||
Line of Credit Facility, Interest Rate During Period | 7.95% | ||||
Percentage of final interest payment due at maturity | 5.50% | ||||
Issuance costs | $ 102,498 | ||||
Net proceeds from credit facility | 4,897,502 | ||||
Issuance of warrants to purchase shares of common stock, grant date fair value | $ 233,107 | ||||
Effective annual interest rate | 11.50% | 11.50% | |||
Oxford Finance LLC [Member] | Scenario One | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Interest Rate During Period | 7.95% | ||||
Oxford Finance LLC [Member] | Scenario Two | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Interest Rate During Period | 7.71% | ||||
Oxford Finance LLC [Member] | Two Years [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Term Loan prepayment fee percentage | 1.00% |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) | Feb. 29, 2016 | Aug. 31, 2015 | Jun. 12, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total Shares Outstanding | 2,264,399 | 2,141,141 | ||||
Number of Shares, Granted | 264,000 | |||||
Unrecognized stock-based compensation expense, stock options | $ 2,476,000 | |||||
Minimum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Estimated forfeitures rate | 0.00% | 0.00% | ||||
Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Estimated forfeitures rate | 4.00% | 4.00% | ||||
Stock Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Intrinsic value of options outstanding | $ 0 | |||||
Intrinsic value of options vested and unvested expected to vest | 0 | |||||
Intrinsic value of options exercisable | $ 0 | |||||
Option awards assumptions, method used | Black-Scholes pricing model | |||||
Weighted-average estimated fair value of options granted | $ 0.98 | |||||
Unrecognized stock-based compensation expense, weighted-average recognition period | 2 years 4 months 24 days | |||||
RSUs [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted-average estimated fair value of options granted | $ 5.35 | |||||
Issuance of restricted stock units | 44,496 | |||||
Total stock options and RSUs authorized | 31,148 | |||||
Intrinsic value shares, RSUs outstanding | $ 42,272 | |||||
Intrinsic value amount, RSUs vested | $ 42,272 | |||||
Total Shares Outstanding | 32,769 | |||||
RSUs [Member] | Chief Executive Officer [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of vested shares issued | 13,348 | |||||
2013 Equity Incentive Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares authorized | 647,263 | |||||
Total stock options and RSUs authorized | 3,068,865 | |||||
Stock options and RSUs issued | 2,297,168 | |||||
Total Shares Outstanding | 2,297,168 | |||||
2013 Equity Incentive Plan [Member] | Stock Options [Member] | Chief Executive Officer [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Weighted-average estimated fair value of options granted | $ 0.96 | $ 1.47 | ||||
Number of Shares, Granted | 100,000 | 100,000 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity for Option Awards Granted (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Shares, Vested and unvested expected to vest, Beginning Balance | 1,940,701 | |
Number of Shares Outstanding, Beginning Balance | 2,141,141 | |
Number of Shares, Granted | 264,000 | |
Number of Shares, Cancelled/forfeited/expired | (140,742) | |
Number of Shares Outstanding, Ending Balance | 2,264,399 | 2,141,141 |
Number of Shares, Vested and unvested expected to vest, Ending Balance | 2,136,107 | 1,940,701 |
Weighted Average Exercise Price Per Share, Vested and unvested expected to vest, Beginning Balance | $ 5.16 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning Balance | 3.71 | |
Weighted Average Exercise Price Per Share, Granted | 1.34 | |
Weighted Average Exercise Price Per Share, Cancelled/forfeited/expired | 2.56 | |
Weighted Average Exercise Price Per Share, Outstanding, Ending Balance | 3.51 | $ 3.71 |
Weighted Average Exercise Price Per Share, Vested and unvested expected to vest, Ending Balance | $ 3.60 | $ 5.16 |
Average Remaining Contractual Term in Years, Vested and unvested expected to vest | 8 years 9 months 18 days | 9 years |
Average Remaining Contractual Term in Years, Outstanding | 8 years 10 months 24 days | 9 years 1 month 6 days |
Stock-based Compensation - Assu
Stock-based Compensation - Assumptions Used for Determining Fair Value of Stock Options Under Black-Scholes Pricing Model (Detail) | 3 Months Ended |
Mar. 31, 2016$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock and exercise prices | $ 1.34 |
Expected dividend yield | 0.00% |
Expected volatility | 90.00% |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Discount rate-bond equivalent yield | 1.24% |
Expected life (in years) | 5 years 5 months 1 day |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Discount rate-bond equivalent yield | 1.39% |
Expected life (in years) | 6 years 29 days |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Performance Stock Units Vesting Percentage (Detail) | 3 Months Ended |
Mar. 31, 2016 | |
Stock Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall Stock Grant Subject to Vesting | 100.00% |
Stock Options [Member] | Minimum Number of Accessions Processed, Billed and Collected [Member] | 2013 Equity Incentive Plan [Member] | Chief Executive Officer [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall Stock Grant Subject to Vesting | 13.00% |
Stock Options [Member] | Minimum Revenues from Contracts with Pharmaceutical Companies [Member] | 2013 Equity Incentive Plan [Member] | Chief Executive Officer [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall Stock Grant Subject to Vesting | 10.00% |
Stock Options [Member] | Attainment of a Sustainable Positive GAAP Gross Margin [Member] | 2013 Equity Incentive Plan [Member] | Chief Executive Officer [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall Stock Grant Subject to Vesting | 12.00% |
Stock Options [Member] | Minimum Operating Cash on-Hand with no More than One Interim Dilutive Equity Financing Event [Member] | 2013 Equity Incentive Plan [Member] | Chief Executive Officer [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall Stock Grant Subject to Vesting | 15.00% |
Stock Options [Member] | Achievement of the Company's 2016 Corporate Goals [Member] | 2013 Equity Incentive Plan [Member] | Chief Executive Officer [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall Stock Grant Subject to Vesting | 25.00% |
Stock Options [Member] | Completion of a Board-approved Strategic Transaction [Member] | 2013 Equity Incentive Plan [Member] | Chief Executive Officer [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall Stock Grant Subject to Vesting | 25.00% |
RSUs [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall Stock Grant Subject to Vesting | 100.00% |
RSUs [Member] | Minimum Revenue [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall Stock Grant Subject to Vesting | 25.00% |
RSUs [Member] | Maximum EBITDA Loss [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall Stock Grant Subject to Vesting | 15.00% |
RSUs [Member] | Attainment of Financial Plan for Fiscal 2015 [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall Stock Grant Subject to Vesting | 20.00% |
RSUs [Member] | Minimum Value of Strategic Agreements [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall Stock Grant Subject to Vesting | 20.00% |
RSUs [Member] | Implementation of Four New Diagnostic Test Panels [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of Overall Stock Grant Subject to Vesting | 20.00% |
Stock-based Compensation - Effe
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock Options [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 368,990 | $ 286,629 |
Stock Options [Member] | Cost of revenues [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 26,075 | 16,136 |
Stock Options [Member] | Research and Development Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 33,003 | 20,420 |
Stock Options [Member] | General and Administrative Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 272,569 | 219,061 |
Stock Options [Member] | Sales and Marketing Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 37,343 | 31,012 |
RSUs [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 368,990 | 334,065 |
RSUs [Member] | Research and Development Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 7,500 | |
RSUs [Member] | General and Administrative Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 39,936 |
Common Stock Warrants Outstan36
Common Stock Warrants Outstanding - Summary of Equity-Classified Common Stock Warrant Activity (Detail) - Warrants [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Class Of Warrant Or Right [Line Items] | ||
Number of Shares, Outstanding, Beginning Balance | 2,352,738 | |
Number of Shares, Expired | (152,712) | |
Number of Shares, Outstanding, Ending Balance | 2,200,026 | 2,352,738 |
Weighted Average Exercise Price Per Share, Outstanding, Beginning Balance | $ 3.73 | |
Weighted Average Exercise Price Per Share, Expired | 10 | |
Weighted Average Exercise Price Per Share, Outstanding, Ending Balance | $ 3.29 | $ 3.73 |
Average Remaining Contractual Term (in years) | 3 years 9 months 18 days | 3 years 9 months 18 days |
Common Stock Warrants Outstan37
Common Stock Warrants Outstanding - Additional Information (Detail) - USD ($) | May. 04, 2016 | Mar. 31, 2016 | Feb. 13, 2015 |
Class Of Warrant Or Right [Line Items] | |||
Common stock warrants exercisable, intrinsic value | $ 0 | ||
Common stock warrants outstanding, intrinsic value | $ 0 | ||
Issuance of warrants to purchase shares of common stock | 1,200,000 | ||
Exercise price of warrants | $ 1.56 | ||
Warrants to purchase common stock, period | 5 years | ||
Subsequent Event [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance of warrants to purchase shares of common stock | 3,490,601 | ||
Exercise price of warrants | $ 1.30 | ||
Warrants to purchase common stock, period | 5 years |
Net Loss per Common Share - Sch
Net Loss per Common Share - Schedule of Anti-Dilutive Securities Excluded from Computations of Diluted Weighted-Average Shares (Detail) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents | 4,498,781 | 4,330,182 |
Warrants Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents | 2,200,026 | 3,160,738 |
Preferred Warrants Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents | 1,587 | 1,587 |
Preferred Share RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents | 73,151 | |
Common Share RSUs [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents | 32,769 | 178,467 |
Common Options Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents | 2,264,399 | 916,239 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended |
Feb. 29, 2016 | Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Unconditional purchase commitment aggregate amount | $ 1,062,500 | |
Unconditional purchase commitment, quarterly payment amount | $ 62,500 | |
Unconditional purchase commitment payment terms | Quarterly | |
Unconditional purchase commitment period | through May 2020 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | May. 04, 2016USD ($)Directorshares | Feb. 13, 2015USD ($)shares | Feb. 09, 2015USD ($)shares | Mar. 31, 2016USD ($)ft² | Mar. 31, 2015USD ($) |
Related Party Transaction [Line Items] | |||||
Issuance of warrants to purchase shares of common stock | shares | 1,200,000 | ||||
Proceeds from issuance of common stock | $ 177,500 | $ 324,242 | $ 8,833,558 | ||
Rental income | 38,412 | ||||
Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Issuance of warrants to purchase shares of common stock | shares | 3,490,601 | ||||
Director [Member] | |||||
Related Party Transaction [Line Items] | |||||
Initial public offering, number of shares issued | shares | 142,000 | ||||
Issuance of warrants to purchase shares of common stock | shares | 142,000 | ||||
Proceeds from issuance of common stock | $ 177,500 | ||||
Director [Member] | Subsequent Event [Member] | |||||
Related Party Transaction [Line Items] | |||||
Initial public offering, number of shares issued | shares | 175,000 | ||||
Issuance of warrants to purchase shares of common stock | shares | 122,500 | ||||
Proceeds from issuance of common stock | $ 175,000 | ||||
Number of members of board of directors | Director | 3 | ||||
Aegea Biotechnologies, Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Reimbursement for shared patent costs | $ 19,047 | ||||
Nonexecutive [Member] | |||||
Related Party Transaction [Line Items] | |||||
Lease agreement date of commencement | Mar. 30, 2015 | ||||
Leased facility, rent expense per month | $ 12,804 | ||||
Lease facility, refundable security deposit amount | $ 12,804 | ||||
Lease expiration date | Jul. 31, 2015 | ||||
Nonexecutive [Member] | San Diego California Facility [Member] | |||||
Related Party Transaction [Line Items] | |||||
Leased facility, expansion of original premises | ft² | 9,849 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | May. 04, 2016USD ($)Director$ / sharesshares | Feb. 13, 2015USD ($)$ / sharesshares | Feb. 09, 2015USD ($) | Mar. 31, 2016USD ($)$ / shares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | May. 31, 2015USD ($) |
Subsequent Event [Line Items] | |||||||
Issuance of warrants to purchase shares of common stock | shares | 1,200,000 | ||||||
Stock price | $ / shares | $ 0.90 | ||||||
Proceeds from issuance of common stock | $ 177,500 | $ 324,242 | $ 8,833,558 | ||||
Exercise price of warrants | $ / shares | $ 1.56 | ||||||
Net cash proceeds from issue of initial public offering after deducting underwriting discounts and additional costs | $ 9,100,000 | ||||||
Increase in capital shares value | $ 8,800,000 | 1,300,000 | |||||
Common stock issuance costs | 79,000 | $ 42,000 | |||||
Issuance of warrants to purchase shares of common stock, grant date fair value | 1,627,396 | $ 1,627,396 | |||||
Proceeds from exercise of common stock warrants | 9,800,000 | $ 8,482,108 | |||||
Proceeds from gross exercise of common stock warrants outstanding | $ 2,700,000 | ||||||
Exercisable warrant available price per share | $ / shares | $ 1.56 | ||||||
Exercisable warrant available price per share expiration period | 2020-02 | ||||||
Director [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Public offering, number of shares issued | shares | 142,000 | ||||||
Issuance of warrants to purchase shares of common stock | shares | 142,000 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Issuance of warrants to purchase shares of common stock | shares | 3,490,601 | ||||||
Exercise price of warrants | $ / shares | $ 1.30 | ||||||
Shelf Registration Statement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Minimum public float limit for offering | $ 75,000,000 | ||||||
Shelf Registration Statement [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate offering price | $ 50,000,000 | ||||||
Shelf Registration Statement [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Minimum public float limit for offering | $ 75,000,000 | ||||||
Placement agent agreement, effective date | Apr. 25, 2016 | ||||||
Securities purchase agreement, effective date | Apr. 29, 2016 | ||||||
Public offering, number of shares issued | shares | 4,986,573 | ||||||
Issuance of warrants to purchase shares of common stock | shares | 3,490,601 | ||||||
Stock price | $ / shares | $ 1 | ||||||
Number of members of board of directors | Director | 3 | ||||||
Proceeds from issuance of common stock | $ 4,400,000 | ||||||
Exercise price of warrants | $ / shares | $ 1.30 | ||||||
Net cash proceeds from issue of initial public offering after deducting underwriting discounts and additional costs | $ 4,600,000 | ||||||
Increase in capital shares value | 4,400,000 | ||||||
Third party costs incurred in connection with offering | 200,000 | ||||||
Common stock issuance costs | 600,000 | ||||||
Issuance of warrants to purchase shares of common stock, grant date fair value | 1,997,667 | ||||||
Proceeds from exercise of common stock warrants | 0 | ||||||
Proceeds from gross exercise of common stock warrants outstanding | $ 4,500,000 | ||||||
Exercisable warrant available price per share | $ / shares | $ 1.30 | ||||||
Exercisable warrant available price per share expiration period | 2021-05 | ||||||
Period of limitation to issue common shares | 75 days | ||||||
Period of limitation to issue variable rate securities | 1 year | ||||||
Shelf Registration Statement [Member] | Subsequent Event [Member] | Maximum [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Aggregate offering price | $ 39,200,000 | ||||||
Shelf Registration Statement [Member] | Subsequent Event [Member] | Director [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Public offering, number of shares issued | shares | 175,000 | ||||||
Issuance of warrants to purchase shares of common stock | shares | 122,500 | ||||||
Proceeds from issuance of common stock | $ 175,000 |
Subsequent Events - Assumptions
Subsequent Events - Assumptions Used for Determining Fair Values of Common Stock Warrants (Detail) | 3 Months Ended |
Mar. 31, 2016$ / shares | |
Subsequent Events [Abstract] | |
Stock price | $ 0.90 |
Exercise price | $ 1.30 |
Expected dividend yield | 0.00% |
Discount rate-bond equivalent yield | 1.23% |
Expected life (in years) | 5 years |
Expected volatility | 90.00% |