Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 09, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
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 | 26,600,247 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 14,042,388 | $ 4,609,332 |
Accounts receivable, net | 834,894 | 128,969 |
Inventories, net | 525,514 | 549,045 |
Prepaid expenses and other current assets | 386,917 | 484,649 |
Total current assets | 15,789,713 | 5,771,995 |
Fixed assets, net | 2,143,700 | 1,806,331 |
Total assets | 17,933,413 | 7,578,326 |
Current liabilities: | ||
Accounts payable | 1,441,659 | 960,486 |
Accrued liabilities | 1,648,459 | 1,160,036 |
Supplier financings | 38,058 | 75,691 |
Current portion of equipment financings | 351,252 | 262,674 |
Current portion of credit facility | 1,973,372 | 1,934,665 |
Total current liabilities | 5,452,800 | 4,393,552 |
Non-current portion of equipment financings | 809,535 | 778,643 |
Non-current portion of credit facility, net | 618,190 | 1,123,001 |
Non-current portion of interest payable | 264,970 | 227,177 |
Non-current portion of deferred rent | 369,849 | 397,292 |
Total liabilities | 7,515,344 | 6,919,665 |
Commitments and contingencies (see Note 11) | ||
Shareholders’ equity: | ||
Preferred stock, $0.0001 par value, 5,000,000 authorized; no shares issued and outstanding at December 31, 2016 and March 31, 2017. | ||
Common stock, $0.0001 par value, 150,000,000 authorized; 17,499,397 issued and outstanding at December 31, 2016; 26,600,247 issued and outstanding at March 31, 2017. | 2,660 | 1,750 |
Additional paid-in capital | 188,483,986 | 174,292,781 |
Accumulated deficit | (178,068,577) | (173,635,870) |
Total shareholders’ equity | 10,418,069 | 658,661 |
Total liabilities and shareholders’ equity | $ 17,933,413 | $ 7,578,326 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 26,600,247 | 17,499,397 |
Common stock, shares outstanding | 26,600,247 | 17,499,397 |
Condensed Statements of Operati
Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Net revenues | $ 1,683,065 | $ 221,369 |
Costs and expenses: | ||
Cost of revenues | 2,129,454 | 1,474,790 |
Research and development expenses | 757,258 | 728,076 |
General and administrative expenses | 1,906,635 | 1,487,224 |
Sales and marketing expenses | 1,278,311 | 1,304,899 |
Total costs and expenses | 6,071,658 | 4,994,989 |
Loss from operations | (4,388,593) | (4,773,620) |
Other income/ (expense): | ||
Interest expense | (82,526) | (138,440) |
Other income | 38,412 | 38,412 |
Total other income/ (expense): | (44,114) | (100,028) |
Loss before income taxes | (4,432,707) | (4,873,648) |
Income tax expense | (1,550) | |
Net loss and comprehensive loss | $ (4,432,707) | $ (4,875,198) |
Weighted-average shares outstanding used in computing net loss per share attributable to common shareholders: | ||
Basic | 20,969,131 | 6,566,992 |
Diluted | 20,969,131 | 6,566,992 |
Net loss per common share: | ||
Basic | $ (0.21) | $ (0.74) |
Diluted | $ (0.21) | $ (0.74) |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (4,432,707) | $ (4,875,198) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 116,156 | 77,352 |
Inventory reserve | (29,833) | (13,840) |
Stock-based compensation | 373,222 | 368,990 |
Non-cash interest expense related to credit facility and other financing activities | 3,443 | 24,799 |
Increase/ (decrease) in cash resulting from changes in: | ||
Accounts receivable, net | (705,925) | (9,221) |
Inventory | 53,364 | (3,846) |
Prepaid expenses and other current assets | 97,732 | (7,490) |
Accounts payable | 335,972 | 264,500 |
Accrued liabilities | 481,314 | 208,789 |
Accrued interest | (14,413) | 15,548 |
Deferred rent | (17,381) | (7,614) |
Net cash used in operating activities | (3,739,056) | (3,957,231) |
Cash Flows from Investing Activities: | ||
Purchases of fixed assets | (127,223) | (90,337) |
Net cash used in investing activities | (127,223) | (90,337) |
Cash Flows from Financing Activities: | ||
Net proceeds from issuance of common stock and warrants | 8,559,958 | 324,242 |
Proceeds from exercise of common stock warrants | 5,258,935 | |
Payments on equipment financings | (12,534) | (23,427) |
Payments on supplier and other third-party financings | (37,633) | (116,529) |
Payments on credit facility | (469,391) | (385,297) |
Net cash provided by/ (used in) financing activities | 13,299,335 | (201,011) |
Net increase/ (decrease) in Cash | 9,433,056 | (4,248,579) |
Cash at Beginning of Period | 4,609,332 | 8,821,329 |
Cash at End of Period | 14,042,388 | 4,572,750 |
Cash paid during the period for: | ||
Interest | $ 92,651 | 97,627 |
Taxes | $ 1,550 |
Condensed Statements of Cash F6
Condensed Statements of Cash Flows (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Cash Flows [Abstract] | |||||
Financed insurance premium through third party financing | $ 434,475 | ||||
Fixed assets purchased under capital lease obligations | $ 181,101 | ||||
Purchases of fixed assets | $ 203,267 | $ 18,937 | $ 58,066 | $ 64,300 | |
Issuance of unregistered warrants to purchase shares of common stock | 2,160,000 | 2,160,000 | |||
Exercise price of unregistered warrants | $ 2.50 | $ 2.50 | |||
Unregistered warrants to purchase common stock, period | 5 years | ||||
Issuance of unregistered warrants to purchase shares of common stock, grant date fair value | $ 2,800,000 | ||||
Offering fees and costs recorded within common stock issuance costs as an offset to additional paid in capital | $ 728,000 |
The Company, Business Activitie
The Company, Business Activities and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
The Company, Business Activities and Basis of Presentation | 1. The Company, Business Activities and Basis of Presentation The Company and Business Activities The Company was founded in California in May 1997 and is an early stage molecular oncology diagnostics company that develops and commercializes proprietary circulating tumor cell, or CTC, and circulating tumor DNA, or ctDNA, assays utilizing a standard blood sample. The Company’s current and planned assays are intended to provide information to aid healthcare providers to identify specific oncogenic mutations that may qualify a subset of cancer patients for targeted therapy. Often, traditional methodologies such as tissue biopsies are insufficient or unavailable to provide the molecular subtype information necessary for clinical decisions. The Company’s assays have the potential to provide more contemporaneous information on the characteristics of a patient’s disease compared with traditional methodologies such as tissue biopsy and radiographic imaging. 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. 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, 2016 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, 2016, filed with the SEC with our Annual Report on Form 10-K on March 28, 2017 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. Reverse Stock Split On September 27, 2016, the Company’s stockholders approved, and the Company filed, an amendment to the Company’s amended and restated certificate of incorporation to effect a one-for-three reverse stock split of the Company’s outstanding common stock, and to increase the authorized number of shares of the Company’s common stock from 40,000,000 to 150,000,000 shares. The one-for-three reverse stock split was effected September 29, 2016 Revenue Recognition and Related Reserves The Company's commercial revenues are generated from diagnostic services provided to physicians and billed to third-party insurance payers such as managed care organizations, Medicare and Medicaid and patients for any deductibles, coinsurance or copayments that may be due. The Company recognizes revenue in accordance with the provision of ASC 954-605, Health Care Entities—Revenue Recognition, which requires that four basic criteria must be met prior to recognition of revenue: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred and title and the risks and rewards of ownership have been transferred to the client or services have been rendered; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. Commencing on March 31, 2017, the Company recognizes commercial revenue related to billings for assays delivered and billed to Medicare and other third-party payers on an accrual basis when amounts that will ultimately be realized can be estimated upon delivery, whereby prior to March 31, 2017, the Company recognized revenues for its commercial diagnostic services on a cash basis as collected because the amounts ultimately expected to be received could not be estimated upon delivery due to insufficient collection history experience. The Company bills third-party payers on a fee-for-service basis at the Company’s list price and third-party commercial revenue is recorded net of contractual discounts, payer-specific allowances and other reserves. The Company’s development services revenues are supported by contractual agreements and generated from assay development services provided to entities, as well as certain other diagnostic services provided to physicians. Diagnostic services are completed upon the delivery of assay results to the prescribing physician, at which time the Company bills for the service. The Company’s gross commercial revenues billed are subject to estimated deductions for such contractual discounts, payer-specific allowances and other reserves to arrive at reported net revenues, which relate to differences between amounts billed and corresponding amounts estimated to be subsequently collected. These third-party payer discounts and sales allowances are estimated based on a number of assumptions and factors, including historical payment trends, seasonality associated with the annual reset of patient deductible limits on January 1 of each year, and current and estimated future payments. Specifically, the Company maintains four such reserves: the reserve for contractual discounts, the reserve for aged non-patient receivables, the reserve for estimated patient receivables, and the reserve for other payer-specific sales allowances. The reserve for contractual discounts relates to discounts to gross amounts billed to Medicare and contracted third-party payers to arrive at the deemed “allowed expense" amount covered by that payer. The Company’s contracted third-party commercial sales are recorded using an actual or contracted fee schedule at the time of sale, while estimated fee schedules are maintained for each non-contracted payer separately as part of other payer-specific sales allowances. Contractual discounts are recorded at the transaction level at the time of sale based on a fee schedule that is maintained for each contracted third-party payer. The Company periodically adjusts fee schedules for both contracted and noncontracted third-party payers based upon historical payment trends. The reserve for aged non-patient receivables reduces gross amounts billed to noncontracted third-party payers for amounts estimated to be collected according to the age of the outstanding balance. The reserve for estimated patient receivables reduces gross amounts billed to third-party payers for amounts estimated to be collected directly from individual patients, such as copayments, deductibles, or amounts otherwise designated as patient responsibility. The reserve for other payer-specific sales allowances relates to the amounts billed to noncontracted third-party payers that are estimated to not be covered by that specific payer’s coverage policies, as well as estimated necessary adjustments to gross amounts billed based on historical collection experience for a particular third-party payer unrelated to the age of outstanding balances. The estimates of amounts that will ultimately be realized from commercial diagnostic services require significant judgment by management. Patients do not enter into direct agreements with the Company that commit them to pay any portion of the cost of the tests in the event that they have not met their annual deductible limit under their insurance policy, if any, or if their insurance otherwise declines to reimburse the Company. Adjustments to the estimated payment amounts are recorded at the time of final collection and settlement of each transaction as an adjustment to commercial revenue. The estimation process used to determine third-party payer discounts and sales allowance has been applied on a consistent basis since March 31, 2017, and no subsequent significant adjustments have been necessary to increase or decrease these discounts and allowances as a result of changes in underlying estimates. The composition of the Company’s gross and net revenues recognized during the three months ended March 31, 2016 and 2017 is as follows: March 31, March 31, 2016 2017 Commercial revenues recognized upon delivery $ — $ 4,725,966 Development services revenues recognized upon delivery 31,848 60,789 Commercial revenues recognized upon cash collection 189,521 896,586 Total gross revenues 221,369 5,683,341 Less reserve for contractual discounts — (1,325,796 ) Less reserve for aged non-patient receivables — (316,552 ) Less reserve for estimated patient receivables — (103,340 ) Less reserve for other payer-specific sales allowances — (2,254,588 ) Net revenues $ 221,369 $ 1,683,065 The amount of nonrecurring net revenue recorded during the three months ended March 31, 2017, had the Company recognized revenue for commercial diagnostic services upon delivery prior to January 1, 2017 instead of on March 31, 2017, was $877,328, and the corresponding decrease in net loss per common share was $0.04. The incremental net revenue, net accounts receivable and decrease in loss from operations during the three months ended March 31, 2017 as a result of recognizing revenue on an accrual basis for commercial diagnostic services delivered on or prior to March 31, 2017, for which no cash collections had yet been received as of March 31, 2017, was $725,690, and the corresponding decrease in net loss per common share was $0.03. A summary of activity in the Company’s reserves for discounts and sales allowances during the three months ended March 31, 2017 is as follows: Reserve for Contractual Discounts Balance at December 31, 2016 $ — Provisions recorded 1,325,796 Settlements upon cash collection — Balance at March 31, 2017 1,325,796 Reserve for Aged Non-Patient Receivables Balance at December 31, 2016 — Provisions recorded 316,552 Settlements upon cash collection — Balance at March 31, 2017 316,552 Reserve for Estimated Patient Receivables Balance at December 31, 2016 — Provisions recorded 103,340 Settlements upon cash collection — Balance at March 31, 2017 103,340 Reserve for Other Payer-Specific Sales Allowances Balance at December 31, 2016 — Provisions recorded 2,254,588 Settlements upon cash collection — Balance at March 31, 2017 2,254,588 Total Discounts and Sales Allowances Balance at December 31, 2016 — Provisions recorded 4,000,276 Settlements upon cash collection — Balance at March 31, 2017 $ 4,000,276 Concentration of Risk Concentrations of credit risk with respect to revenues are primarily limited to geographies to which the Company provides a significant volume of its services, and to specific third-party payers of the Company’s services such as Medicare, insurance companies, and other third-party payers. The Company’s client base consists of a large number of geographically dispersed clients diversified across various customer types. The Company's third-party payers that represent more than 10% of total net revenues and their related net revenue amount as a percentage of total net revenues during the three months ended March 31, 2016 were as follows: Medicare 32 % United Healthcare 19 % Blue Cross Blue Shield 12 % The Company's third-party payers that represent more than 10% of total net revenues and their related net revenue amount as a percentage of total net revenues during the three months ended March 31, 2017 were as follows: Medicare 37 % Blue Cross Blue Shield 21 % United Healthcare 15 % The Company's third-party payers that represent more than 10% of total net accounts receivable and their related net accounts receivable balance as a percentage of total net accounts receivable at March 31, 2017 were as follows: Medicare 35 % Blue Cross Blue Shield 29 % United Healthcare 18 % Recent Accounting Pronouncements In May 2014, and as subsequently updated and amended from time to time, the Financial Accounting Standards Board, or the FASB, issued authoritative guidance that requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This 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, and may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. As the Company has not yet completed its final review of the impact of the new guidance but expects to during 2017, the Company has not determined whether the adoption of this guidance will have a material impact on its financial statements or disclosures. The Company is still evaluating disclosure requirements under the new guidance, and will continue to evaluate additional changes, modifications or interpretations to the guidance which may impact the current conclusions. The Company expects to adopt the new standard for the fiscal year beginning January 1, 2018 and has not yet determined whether the full or modified retrospective application method will be applied. 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 adopted this guidance for the reporting period beginning January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s 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 expects to adopt this guidance for the fiscal year beginning on January 1, 2018, and does not anticipate that the adoption of this guidance will have a material impact on its financial statements or disclosures because the Company does not currently have any equity method investments. 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 anticipates that the adoption of this guidance will materially affect its statement of financial position and will require changes to its processes. The Company has not yet made any decision on the timing of adopting this guidance or the method of adoption with respect to the optional practical expedients, but expects to during 2018. 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 adopted this guidance for the reporting period beginning January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements or 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 adopted this guidance for the reporting period beginning January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements or 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 adopted this guidance for the reporting period beginning January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements or disclosures. In August 2016, the FASB issued authoritative guidance clarifying the classification of certain cash receipts and cash payments in the statement of cash flows. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, on a retrospective transition method to each period presented. Early adoption is permitted. The Company currently intends to adopt this guidance for the fiscal year beginning on January 1, 2018, and does not anticipate that the adoption of this guidance will have a material impact on its financial statements or disclosures because the Company has not historically engaged in the transactions encompassed by the proposed guidance. In January 2017, the FASB issued authoritative guidance clarifying the definition of a business when evaluating transactions involving acquisitions or disposals of assets or businesses. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Certain applications of this guidance are permitted for early adoption. The Company currently intends to adopt this guidance for the fiscal year beginning on January 1, 2018, and does not anticipate that the adoption of this guidance will have a material impact on its financial statements or disclosures because the Company has not historically acquired or disposed of material assets or businesses. In January 2017, the FASB issued authoritative guidance eliminating the “Step 2” requirement for an entity to determine the fair value of its assets and liabilities for goodwill impairment testing in the same manner that would be required for those assumed in a business combination. Instead, the amended guidance allows an entity to perform goodwill impairment testing by comparing the fair value of a reporting unit with its carrying amount. This guidance is effective for any goodwill impairment tests in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company currently intends to adopt this guidance for the fiscal year beginning January 1, 2020, and does not anticipate that the adoption of this guidance will have a material impact on its financial statements or disclosures because the Company does not currently have any recorded goodwill. In February 2017, the FASB issued authoritative guidance clarifying the definition of the term “in substance nonfinancial asset” when accounting for transfers of financial and nonfinancial assets, and other matters concerning the transfer, sale and partial sale of nonfinancial assets to both consolidated entities and non-consolidated counterparties. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted. The Company currently intends to adopt this guidance for the fiscal year beginning on January 1, 2018, and does not anticipate that the adoption of this guidance will have a material impact on its financial statements or disclosures because the Company has not historically engaged in transfers, sales or partial sales of nonfinancial assets. In March 2017, the FASB issued authoritative guidance shortening the amortization period to the earliest call date for certain purchased callable debt securities held at a premium. 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 currently intends to adopt this guidance for the fiscal year beginning on January 1, 2019, and does not anticipate that the adoption of this guidance will have a material impact on its financial statements or disclosures because the Company does not currently hold any callable debt securities. |
Liquidity and Going Concern Unc
Liquidity and Going Concern Uncertainty | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Liquidity and Going Concern Uncertainty | 2. Liquidity and Going Concern Uncertainty As of March 31, 2017, cash totaled $14.0 million and the Company had an accumulated deficit of $178.1 million. For the year and three month periods ended December 31, 2016 and March 31, 2017, the Company incurred net losses of $18.4 million and $4.4 million, respectively. At March 31, 2017, the Company had aggregate net interest-bearing indebtedness of $4.1 million, of which $2.4 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 $3.1 million of other non-interest bearing current 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 minimum quarterly installments of $62,500 through May 2020, under which $707,259 remained outstanding at March 31, 2017 (see Note 11). These factors raise substantial doubt about the Company’s ability to continue as a going concern for the one year period following the date that these unaudited condensed financial statements were issued. 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. 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. 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 $4.3 million (see Note 3). Subsequent to the closing of this offering on May 4, 2016, no warrants sold in this offering have been exercised, with approximately $4.5 million in gross warrant proceeds remaining outstanding and available to be exercised at $3.90 per share until their expiration in May 2021. A second offering of the Company’s common stock was effected under this shelf registration statement on March 28, 2017, the closing of which occurred on March 31, 2017, pursuant to which the Company received net cash proceeds of approximately $8.6 million (see Note 3). In a concurrent private placement, the Company sold unregistered warrants to purchase up to 2,160,000 shares of the Company’s common stock that closed concurrently with the March 31, 2017 offering of common stock sold pursuant to this shelf registration statement. Subsequent to the closing of the sales of these unregistered warrants, no warrants sold have been exercised, with $5.4 million in gross warrant proceeds remaining outstanding and available to be exercised at $2.50 per share commencing on the six month anniversary of the closing of the offering, or September 30, 2017, until their expiration in March 2022. The specific terms of additional future offerings, if any, under this shelf registration statement would be established at the time of such offerings. A public offering of the Company’s common stock and warrants to purchase its common stock was effected under an underwriting agreement dated October 14, 2016 between the Company, Roth Capital Partners, LLC and Feltl and Company, Inc., as underwriters named therein, the closing of which occurred on October 19, 2016, pursuant to which the Company received net cash proceeds of approximately $9.0 million (see Note 3). Subsequent to the closing of this offering, cash proceeds of approximately $5.3 million have been received from the exercise of warrants sold in this offering, while approximately $5.4 million in gross warrant proceeds remain outstanding and available to be exercised at $1.10 per share until their expiration in October 2021. 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, 2017 | |
Equity [Abstract] | |
Sales of Equity Securities | 3. Sales of Equity Securities On December 21, 2015, the Company entered into a common stock purchase agreement with Aspire Capital Fund, LLC, or 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. On November 4, 2016, the Company voluntarily terminated this common stock purchase agreement. 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. Pursuant to an exclusive placement agent agreement dated April 25, 2016 between the Company and H.C. Wainwright & Co., LLC, and a securities purchase agreement dated April 29, 2016 between the Company and the purchasers signatory thereto, a public offering of 1,662,191 shares of the Company’s common stock and warrants to purchase up to an aggregate of 1,163,526 shares of common stock was effected under this registration statement at a combined offering price of $3.00. All warrants sold in this offering have a per share exercise price of $3.90, are exercisable immediately and expire five years from the date of issuance. The estimated grant date fair value of these warrants of approximately $2.0 million was recorded as an offset to additional paid-in capital within common stock issuance costs upon the closing of this offering. Pursuant to an underwriting agreement dated October 14, 2016 between the Company, Roth Capital Partners, LLC and Feltl and Company, Inc., as underwriters named therein, a public offering of 9,100,000 shares of the Company’s common stock and warrants to purchase up to an aggregate of 9,100,000 shares of common stock was effected at a combined offering price of $1.10. The estimated grant date fair value of these warrants of approximately $5.2 million was recorded as an offset to additional paid-in capital within common stock issuance costs upon the closing of this offering. All warrants sold in this offering |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 4. Fair Value Measurement The estimated fair value of the April 2014 Credit Facility at March 31, 2017 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. Other Fair Value Measurements As of the closing of the Company’s March 31, 2017 offering, the estimated grant date fair value of $1.31 per share associated with the warrants to purchase 2,160,000 shares of common stock issued in this offering, or a total of approximately $2.8 million, was recorded as an offset to additional paid-in capital within common stock issuance costs, and was estimated using a Black-Scholes valuation model with the following assumptions: Stock price $ 2.13 Exercise price $ 2.50 Expected dividend yield 0.00 % Discount rate-bond equivalent yield 1.93 % Expected life (in years) 5.00 Expected volatility 80.0 % |
Balance Sheet Details
Balance Sheet Details | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016 2017 Fixed Assets Machinery and equipment $ 2,728,468 $ 2,840,784 Furniture and office equipment 143,726 147,976 Computer equipment and software 620,582 914,302 Leasehold improvements 517,968 517,968 Financed equipment 1,559,690 1,762,799 Construction in process 169,896 10,026 5,740,330 6,193,855 Less accumulated depreciation and amortization (3,933,999 ) (4,050,155 ) Total fixed assets, net $ 1,806,331 $ 2,143,700 Accrued Liabilities Accrued interest $ 20,776 $ 17,667 Accrued payroll 168,727 358,291 Accrued vacation 364,953 443,622 Accrued bonuses 422,868 650,667 Accrued sales commissions 77,844 55,634 Current portion of deferred rent 67,085 77,147 Accrued other 37,783 45,431 Total accrued liabilities $ 1,160,036 $ 1,648,459 |
April 2014 Credit Facility
April 2014 Credit Facility | 3 Months Ended |
Mar. 31, 2017 | |
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 the April 2014 Credit Facility with Oxford Finance LLC. Upon the entry into the April 2014 Credit Facility, the Company was required to pay the lender 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 lender in consecutive monthly installments following such interest-only period. The term loan under the April 2014 Credit Facility matures on July 1, 2018. Under the original terms of the underlying agreement, the Company is also required to make a final payment to the lender 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. On June 30, 2016, the Company entered into an amendment of the April 2014 Credit Facility. This amendment required the Company to make interest-only payments on the term loan from July 1, 2016 through September 30, 2016, and also requires an additional final payment of $50,000 to the lender. The terms of the amendment require the amortization of the outstanding amount due under the term loan to commence at the end of the applicable interest-only period, with monthly payments of principal and interest, in arrears, being made by the Company to the lender in consecutive monthly installments following such interest-only period. Additionally, pursuant to the amendment the aggregate outstanding principal amount of the Company’s permitted indebtedness, consisting of capitalized lease obligations and purchase money indebtedness outstanding at any time, was increased to $1.2 million. The June 30, 2016 amendment of the April 2014 Credit Facility was accounted for as a modification of debt under applicable accounting guidance. 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 17,655 shares of the Company’s common stock at an exercise price of $14.16 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 also 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, with total unamortized discounts of $78,408 and $75,122 remaining at December 31, 2016 and March 31, 2017, respectively. The effective annual interest rate associated with the April 2014 Credit Facility was 13.87% at both December 31, 2016 and March 31, 2017. As of March 31, 2017, total remaining principal payments of $1,465,274 and $1,201,409 were due under the April 2014 Credit Facility during the fiscal years ending December 31, 2017 and 2018, respectively. |
Equipment Financings
Equipment Financings | 3 Months Ended |
Mar. 31, 2017 | |
Capital Lease Obligations [Abstract] | |
Equipment Financings | 7. Equipment Financings The Company leases certain laboratory equipment under arrangements accounted for as capital leases and classified as equipment financings. The financed equipment is depreciated on a straight-line basis over periods ranging from 5 to 7 years. The total gross value of fixed assets capitalized under such financing arrangements was $1,559,690 and $1,762,799 at December 31, 2016 and March 31, 2017, respectively. Total accumulated depreciation related to financed equipment was approximately $525,000 and $580,000 at December 31, 2016 and March 31, 2017, respectively. Total depreciation expense related to financed equipment was approximately $26,000 and $55,000 for the three months ended March 31, 2016 and 2017, respectively. Fixed assets purchased totaling $181,101 during the three months ended March 31, 2017 were recorded as equipment financings. The aggregate weighted average effective annual interest rate related to the equipment financings was 13.18% and 13.08% at December 31, 2016 and March 31, 2017, respectively, and the maturity dates on such outstanding arrangements range from July 2017 to May 2023. The following schedule sets forth the remaining future minimum lease payments outstanding under financed equipment arrangements, as well as corresponding remaining sales tax and maintenance obligation payments that are expensed as incurred, due within each respective fiscal year ending December 31, as well as the present value of the total amount of remaining minimum lease payments, as of March 31, 2017: Maintenance Minimum and Sales Tax Lease Obligation Payments Payments 2017 $ 308,193 $ 5,323 2018 290,482 56,725 2019 249,203 77,122 2020 212,055 58,714 2021 206,478 53,896 Thereafter 387,504 75,122 Total payments 1,653,915 326,902 Less amount representing interest (493,128 ) — Present value of payments $ 1,160,787 $ 326,902 At March 31, 2017, the present value of minimum lease payments due within one year was $351,252. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 8. 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. On July 25, 2016, the Company’s Board of Directors approved an amendment to the 2013 Plan to reserve 333,333 shares of the Company’s common stock exclusively for the grant of stock awards to employees who have not previously been an employee or director of the Company, except following a bona fide period of non-employment, as an inducement material to the individual’s entering into employment with the Company, as defined under applicable Nasdaq Listing Rules. As of March 31, 2017, under all plans, a total of 1,022,955 non-inducement shares were authorized for issuance, 947,704 non-inducement stock options and restricted stock units, or RSUs, had been issued and were outstanding, and 33,769 non-inducement shares were available for grant. As of March 31, 2017, a total of 333,333 inducement shares were authorized for issuance, 158,049 inducement stock options and RSUs had been issued and were outstanding, and 175,284 inducement shares were available for grant under the 2013 Plan. At the Company’s annual meeting of stockholders held on May 2, 2017, the Company’s stockholders approved amendments to the 2013 Plan, which included an increase in the number of non-inducement shares of common stock authorized for issuance under the 2013 Plan by 2,500,000. Stock Options A summary of stock option activity for the three months ended March 31, 2017 is as follows: Weighted Average Weighted Remaining Number of Average Exercise Contractual Shares Price Per Share Term in Years Outstanding at December 31, 2016 896,662 $ 8.80 8.5 Granted 112,899 $ 2.09 Exercised — Cancelled/forfeited/expired (78,057 ) $ 4.26 Outstanding at March 31, 2017 931,504 $ 8.29 8.4 Vested and unvested expected to vest, March 31, 2017 925,739 $ 8.26 9.1 The intrinsic values of options outstanding at December 31, 2016 and March 31, 2017 were zero and $54,571, respectively, and the intrinsic values of options vested and unvested expected to vest at March 31, 2017 was $52,853. The total weighted-average grant date fair value of the 110,569 stock options that vested during the three months ended March 31, 2017 was $7.80. The assumptions used in the Black-Scholes pricing model for stock options granted during the three months ended March 31, 2017 were as follows: Stock and exercise prices $2.05 – $2.13 Expected dividend yield 0.00 % Discount rate-bond equivalent yield 1.95% – 2.08% Expected life (in years) 5.12 – 6.09 Expected volatility 80.0% - 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, 2017 was $1.46 per share. On August 31, 2015, the Company’s Board of Directors approved the issuance of 33,333 stock options with an estimated grant date fair value of $4.40 per share and an exercise price of $6.03 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 33,333 stock options with an estimated grant date fair value of $2.87 per share and an exercise price of $4.02 per share to its Chief Executive Officer pursuant to the 2013 Plan. Vesting of these stock options was based on the Company’s achievement of specified objectives by December 31, 2016 as determined by the Company’s Board of Directors or the Compensation Committee of the Board of Directors. During the three months ended March 31, 2017, 6,333 of the performance stock options granted on August 31, 2015 and 10,000 of the performance stock options granted on February 29, 2016 were declared vested by the Company’s Board of Directors, and the remaining 50,333 shares underlying these awards were forfeited. On July 25, 2016, the Company entered into an employment agreement with its new Chief Financial Officer, Senior Vice President of Operations and Secretary, or CFO. Pursuant to the terms of this employment agreement, on July 29, 2016 the CFO was granted inducement stock option awards with an exercise price of $1.95 per share to purchase up to (i) 66,666 shares of the Company’s common stock with an estimated grant date fair value of $1.45 per share, 25% of which will vest on the one-year anniversary of the commencement of the CFO’s employment with the Company, and remainder of which will vest in equal monthly installments over the following three years, and (ii) 33,333 shares of the Company’s common stock with an estimated grant date fair value of $1.26 per share, which vest upon the Company’s achievement of specified corporate goals for 2016 and the consummation of a specified financing transaction. During the three months ended March 31, 2017, 16,383 shares of the performance option award granted on July 29, 2016 were declared vested by the Company’s Board of Directors, and the remaining 16,950 shares underlying this award were forfeited. Restricted Stock A summary of RSU activity for the three months ended March 31, 2017 is as follows: Weighted Number of Average Grant Shares Date Fair Value Outstanding at December 31, 2016 174,249 $ 2.68 Granted — — Vested and issued — — Forfeited — — Outstanding at March 31, 2017 174,249 $ 2.68 Vested and unvested expected to vest, March 31, 2017 171,624 $ 2.66 At March 31, 2017, the intrinsic values of RSUs outstanding and RSUs unvested and expected to vest were $371,150 and $365,560, respectively. Of the 174,249 RSUs outstanding at March 31, 2017, 10,920 are fully vested, and 79,997 vest fully on the one year anniversary of the date of grant, or June 6, 2017, subject to continuing service by the holders of such RSUs. On July 6, 2016, the Compensation Committee of the Company’s Board of Directors approved retention RSUs for an aggregate of 58,332 shares of common stock to three of the Company’s executive officers pursuant to the 2013 Plan, including retention RSUs for 25,000 shares of common stock to its Chief Executive Officer. Each of these retention RSUs has a grant date fair value of $1.86 per share for a grant date fair value of $108,498 to all three officers, in aggregate. These retention RSUs vest fully on the one year anniversary of the date of grant, subject to continuing service by the holders of such RSUs. Pursuant to the terms of the Company’s employment agreement with its CFO dated July 25, 2016, the CFO was granted an inducement RSU award on July 29, 2016 covering 25,000 shares of the Company’s common stock with a grant date fair value of $1.95 per share, 100% of which will vest on the one-year anniversary of the commencement of the CFO’s employment with the Company, subject to continuing service. 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 statements of operations and comprehensive loss during the periods presented: For the three months ended March 31, 2016 2017 Stock Options Cost of revenues $ 26,075 $ 31,770 Research and development expenses 33,003 29,256 General and administrative expenses 272,569 192,053 Sales and marketing expenses 37,343 40,540 Total expenses related to stock options 368,990 293,619 RSUs Cost of revenues — 15,167 Research and development expenses — 14,358 General and administrative expenses — 29,933 Sales and marketing expenses — 20,145 Total stock-based compensation $ 368,990 $ 373,222 Stock-based compensation expense was recorded net of estimated forfeitures of 0% - 8% per annum during the three months ended March 31, 2016 and 2017. As of March 31, 2017, total unrecognized stock-based compensation expense related to unvested stock options and RSUs, adjusted for estimated forfeitures, was approximately $1,431,000 and is expected to be recognized over a weighted-average period of approximately 2.2 years. |
Common Stock Warrants Outstandi
Common Stock Warrants Outstanding | 3 Months Ended |
Mar. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Common Stock Warrants Outstanding | 9. Common Stock Warrants Outstanding A summary of equity-classified common stock warrant activity for the three months ended March 31, 2017 is as follows: Average Weighted Remaining Number of Average Exercise Contractual Shares Price Per Share Term in Years Outstanding at December 31, 2016 11,623,987 $ 1.93 4.6 Issued 2,160,000 $ 2.50 Exercised (4,780,850 ) $ 1.10 Expired — — Outstanding at March 31, 2017 9,003,137 $ 2.51 4.6 All warrants outstanding at March 31, 2017 are exercisable, except for the 2,160,000 warrants issued during the three months ended March 31, 2016, which first become exercisable for a five year period beginning on September 30, 2017, or the six-month anniversary of the closing of the associated offering. The intrinsic value of equity-classified common stock warrants outstanding at March 31, 2017 was $5,094,669. |
Net Loss per Common Share
Net Loss per Common Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | 10. 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, 2016 and 2017, 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. On September 29, 2016, the Company effected a one-for-three reverse stock split of all common shares outstanding. The calculation of weighted-average shares outstanding has been adjusted for this reverse stock split as if it had occurred on December 31, 2015. 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, 2016 2017 Preferred warrants outstanding (number of common stock equivalents) 529 529 Common warrants outstanding 733,330 9,003,137 RSUs outstanding 10,920 174,249 Common options outstanding 754,799 931,504 Total anti-dilutive common share equivalents 1,499,578 10,109,419 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. 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, non-cancelable, 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. At March 31, 2017, a total of $707,259 remained outstanding under this purchase commitment. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions 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 payments totaling $19,047 during the year ended December 31, 2016, and a payment of $15,325 subsequent to March 31, 2017, from Aegea as reimbursements 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 was 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 unaudited condensed statements of operations and comprehensive loss during each of the three months ended March 31, 2016 and 2017. On February 1, 2017, the Company received notice from the subtenant terminating the sublease effective March 31, 2017. Three members of the Company’s Board of Directors participated in its public offering in May 2016, purchasing an aggregate of 58,335 shares of the Company’s common stock and warrants to purchase up to an aggregate of 40,832 shares of its common stock for total gross proceeds to the Company of $175,000. Additionally, a trust affiliated with Claire K.T. Reiss, who at the time was the beneficial owner of more than 10% of the Company’s outstanding common stock, participated in the Company’s public offering in May 2016, purchasing 204,758 shares of its common stock and warrants to purchase up to 143,330 shares of its common stock for total gross proceeds to the Company of $614,273. Seven members of the Company’s Board of Directors, including its Chief Executive Officer, and all three of the Company’s other executive officers participated in the Company’s public offering in October 2016, purchasing an aggregate of 534,088 shares of common stock and warrants to purchase up to an aggregate of 534,088 shares of common stock for total gross proceeds to the Company of $587,497. Additionally, a trust affiliated with Claire K.T. Reiss, who at the time was the beneficial owner of more than 10% of the Company’s outstanding common stock, participated in the Company’s public offering in October 2016, purchasing 227,272 shares of its common stock and warrants to purchase up 227,272 shares of its common stock for total gross proceeds to the Company of $249,999. Further, several of the Company’s employees and one of its consultants participated in the Company’s public offering in October 2016, purchasing an aggregate of 79,090 shares of its common stock and warrants to purchase up to an aggregate of 79,090 shares of its common stock for total aggregate gross proceeds to the Company of $86,999. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events At the Company’s annual meeting of stockholders held on May 2, 2017, the Company’s stockholders approved amendments to the 2013 Plan, which included an increase in the number of non-inducement shares of common stock authorized for issuance under the 2013 Plan by 2,500,000. |
The Company, Business Activit20
The Company, Business Activities and Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
The Company and Business Activities | The Company and Business Activities The Company was founded in California in May 1997 and is an early stage molecular oncology diagnostics company that develops and commercializes proprietary circulating tumor cell, or CTC, and circulating tumor DNA, or ctDNA, assays utilizing a standard blood sample. The Company’s current and planned assays are intended to provide information to aid healthcare providers to identify specific oncogenic mutations that may qualify a subset of cancer patients for targeted therapy. Often, traditional methodologies such as tissue biopsies are insufficient or unavailable to provide the molecular subtype information necessary for clinical decisions. The Company’s assays have the potential to provide more contemporaneous information on the characteristics of a patient’s disease compared with traditional methodologies such as tissue biopsy and radiographic imaging. 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. |
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, 2016 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, 2016, filed with the SEC with our Annual Report on Form 10-K on March 28, 2017 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. |
Reverse Stock Split | Reverse Stock Split On September 27, 2016, the Company’s stockholders approved, and the Company filed, an amendment to the Company’s amended and restated certificate of incorporation to effect a one-for-three reverse stock split of the Company’s outstanding common stock, and to increase the authorized number of shares of the Company’s common stock from 40,000,000 to 150,000,000 shares. The one-for-three reverse stock split was effected September 29, 2016 |
Revenue Recognition and Related Reserves | Revenue Recognition and Related Reserves The Company's commercial revenues are generated from diagnostic services provided to physicians and billed to third-party insurance payers such as managed care organizations, Medicare and Medicaid and patients for any deductibles, coinsurance or copayments that may be due. The Company recognizes revenue in accordance with the provision of ASC 954-605, Health Care Entities—Revenue Recognition, which requires that four basic criteria must be met prior to recognition of revenue: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred and title and the risks and rewards of ownership have been transferred to the client or services have been rendered; (3) the price is fixed or determinable; and (4) collectability is reasonably assured. Commencing on March 31, 2017, the Company recognizes commercial revenue related to billings for assays delivered and billed to Medicare and other third-party payers on an accrual basis when amounts that will ultimately be realized can be estimated upon delivery, whereby prior to March 31, 2017, the Company recognized revenues for its commercial diagnostic services on a cash basis as collected because the amounts ultimately expected to be received could not be estimated upon delivery due to insufficient collection history experience. The Company bills third-party payers on a fee-for-service basis at the Company’s list price and third-party commercial revenue is recorded net of contractual discounts, payer-specific allowances and other reserves. The Company’s development services revenues are supported by contractual agreements and generated from assay development services provided to entities, as well as certain other diagnostic services provided to physicians. Diagnostic services are completed upon the delivery of assay results to the prescribing physician, at which time the Company bills for the service. The Company’s gross commercial revenues billed are subject to estimated deductions for such contractual discounts, payer-specific allowances and other reserves to arrive at reported net revenues, which relate to differences between amounts billed and corresponding amounts estimated to be subsequently collected. These third-party payer discounts and sales allowances are estimated based on a number of assumptions and factors, including historical payment trends, seasonality associated with the annual reset of patient deductible limits on January 1 of each year, and current and estimated future payments. Specifically, the Company maintains four such reserves: the reserve for contractual discounts, the reserve for aged non-patient receivables, the reserve for estimated patient receivables, and the reserve for other payer-specific sales allowances. The reserve for contractual discounts relates to discounts to gross amounts billed to Medicare and contracted third-party payers to arrive at the deemed “allowed expense" amount covered by that payer. The Company’s contracted third-party commercial sales are recorded using an actual or contracted fee schedule at the time of sale, while estimated fee schedules are maintained for each non-contracted payer separately as part of other payer-specific sales allowances. Contractual discounts are recorded at the transaction level at the time of sale based on a fee schedule that is maintained for each contracted third-party payer. The Company periodically adjusts fee schedules for both contracted and noncontracted third-party payers based upon historical payment trends. The reserve for aged non-patient receivables reduces gross amounts billed to noncontracted third-party payers for amounts estimated to be collected according to the age of the outstanding balance. The reserve for estimated patient receivables reduces gross amounts billed to third-party payers for amounts estimated to be collected directly from individual patients, such as copayments, deductibles, or amounts otherwise designated as patient responsibility. The reserve for other payer-specific sales allowances relates to the amounts billed to noncontracted third-party payers that are estimated to not be covered by that specific payer’s coverage policies, as well as estimated necessary adjustments to gross amounts billed based on historical collection experience for a particular third-party payer unrelated to the age of outstanding balances. The estimates of amounts that will ultimately be realized from commercial diagnostic services require significant judgment by management. Patients do not enter into direct agreements with the Company that commit them to pay any portion of the cost of the tests in the event that they have not met their annual deductible limit under their insurance policy, if any, or if their insurance otherwise declines to reimburse the Company. Adjustments to the estimated payment amounts are recorded at the time of final collection and settlement of each transaction as an adjustment to commercial revenue. The estimation process used to determine third-party payer discounts and sales allowance has been applied on a consistent basis since March 31, 2017, and no subsequent significant adjustments have been necessary to increase or decrease these discounts and allowances as a result of changes in underlying estimates. The composition of the Company’s gross and net revenues recognized during the three months ended March 31, 2016 and 2017 is as follows: March 31, March 31, 2016 2017 Commercial revenues recognized upon delivery $ — $ 4,725,966 Development services revenues recognized upon delivery 31,848 60,789 Commercial revenues recognized upon cash collection 189,521 896,586 Total gross revenues 221,369 5,683,341 Less reserve for contractual discounts — (1,325,796 ) Less reserve for aged non-patient receivables — (316,552 ) Less reserve for estimated patient receivables — (103,340 ) Less reserve for other payer-specific sales allowances — (2,254,588 ) Net revenues $ 221,369 $ 1,683,065 The amount of nonrecurring net revenue recorded during the three months ended March 31, 2017, had the Company recognized revenue for commercial diagnostic services upon delivery prior to January 1, 2017 instead of on March 31, 2017, was $877,328, and the corresponding decrease in net loss per common share was $0.04. The incremental net revenue, net accounts receivable and decrease in loss from operations during the three months ended March 31, 2017 as a result of recognizing revenue on an accrual basis for commercial diagnostic services delivered on or prior to March 31, 2017, for which no cash collections had yet been received as of March 31, 2017, was $725,690, and the corresponding decrease in net loss per common share was $0.03. A summary of activity in the Company’s reserves for discounts and sales allowances during the three months ended March 31, 2017 is as follows: Reserve for Contractual Discounts Balance at December 31, 2016 $ — Provisions recorded 1,325,796 Settlements upon cash collection — Balance at March 31, 2017 1,325,796 Reserve for Aged Non-Patient Receivables Balance at December 31, 2016 — Provisions recorded 316,552 Settlements upon cash collection — Balance at March 31, 2017 316,552 Reserve for Estimated Patient Receivables Balance at December 31, 2016 — Provisions recorded 103,340 Settlements upon cash collection — Balance at March 31, 2017 103,340 Reserve for Other Payer-Specific Sales Allowances Balance at December 31, 2016 — Provisions recorded 2,254,588 Settlements upon cash collection — Balance at March 31, 2017 2,254,588 Total Discounts and Sales Allowances Balance at December 31, 2016 — Provisions recorded 4,000,276 Settlements upon cash collection — Balance at March 31, 2017 $ 4,000,276 |
Concentration of Risk | Concentration of Risk Concentrations of credit risk with respect to revenues are primarily limited to geographies to which the Company provides a significant volume of its services, and to specific third-party payers of the Company’s services such as Medicare, insurance companies, and other third-party payers. The Company’s client base consists of a large number of geographically dispersed clients diversified across various customer types. The Company's third-party payers that represent more than 10% of total net revenues and their related net revenue amount as a percentage of total net revenues during the three months ended March 31, 2016 were as follows: Medicare 32 % United Healthcare 19 % Blue Cross Blue Shield 12 % The Company's third-party payers that represent more than 10% of total net revenues and their related net revenue amount as a percentage of total net revenues during the three months ended March 31, 2017 were as follows: Medicare 37 % Blue Cross Blue Shield 21 % United Healthcare 15 % The Company's third-party payers that represent more than 10% of total net accounts receivable and their related net accounts receivable balance as a percentage of total net accounts receivable at March 31, 2017 were as follows: Medicare 35 % Blue Cross Blue Shield 29 % United Healthcare 18 % |
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 the FASB, issued authoritative guidance that requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. This 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, and may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. As the Company has not yet completed its final review of the impact of the new guidance but expects to during 2017, the Company has not determined whether the adoption of this guidance will have a material impact on its financial statements or disclosures. The Company is still evaluating disclosure requirements under the new guidance, and will continue to evaluate additional changes, modifications or interpretations to the guidance which may impact the current conclusions. The Company expects to adopt the new standard for the fiscal year beginning January 1, 2018 and has not yet determined whether the full or modified retrospective application method will be applied. 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 adopted this guidance for the reporting period beginning January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s 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 expects to adopt this guidance for the fiscal year beginning on January 1, 2018, and does not anticipate that the adoption of this guidance will have a material impact on its financial statements or disclosures because the Company does not currently have any equity method investments. 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 anticipates that the adoption of this guidance will materially affect its statement of financial position and will require changes to its processes. The Company has not yet made any decision on the timing of adopting this guidance or the method of adoption with respect to the optional practical expedients, but expects to during 2018. 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 adopted this guidance for the reporting period beginning January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements or 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 adopted this guidance for the reporting period beginning January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements or 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 adopted this guidance for the reporting period beginning January 1, 2017. The adoption of this guidance did not have a material impact on the Company’s financial statements or disclosures. In August 2016, the FASB issued authoritative guidance clarifying the classification of certain cash receipts and cash payments in the statement of cash flows. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, on a retrospective transition method to each period presented. Early adoption is permitted. The Company currently intends to adopt this guidance for the fiscal year beginning on January 1, 2018, and does not anticipate that the adoption of this guidance will have a material impact on its financial statements or disclosures because the Company has not historically engaged in the transactions encompassed by the proposed guidance. In January 2017, the FASB issued authoritative guidance clarifying the definition of a business when evaluating transactions involving acquisitions or disposals of assets or businesses. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Certain applications of this guidance are permitted for early adoption. The Company currently intends to adopt this guidance for the fiscal year beginning on January 1, 2018, and does not anticipate that the adoption of this guidance will have a material impact on its financial statements or disclosures because the Company has not historically acquired or disposed of material assets or businesses. In January 2017, the FASB issued authoritative guidance eliminating the “Step 2” requirement for an entity to determine the fair value of its assets and liabilities for goodwill impairment testing in the same manner that would be required for those assumed in a business combination. Instead, the amended guidance allows an entity to perform goodwill impairment testing by comparing the fair value of a reporting unit with its carrying amount. This guidance is effective for any goodwill impairment tests in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. The Company currently intends to adopt this guidance for the fiscal year beginning January 1, 2020, and does not anticipate that the adoption of this guidance will have a material impact on its financial statements or disclosures because the Company does not currently have any recorded goodwill. In February 2017, the FASB issued authoritative guidance clarifying the definition of the term “in substance nonfinancial asset” when accounting for transfers of financial and nonfinancial assets, and other matters concerning the transfer, sale and partial sale of nonfinancial assets to both consolidated entities and non-consolidated counterparties. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. Early adoption is permitted. The Company currently intends to adopt this guidance for the fiscal year beginning on January 1, 2018, and does not anticipate that the adoption of this guidance will have a material impact on its financial statements or disclosures because the Company has not historically engaged in transfers, sales or partial sales of nonfinancial assets. In March 2017, the FASB issued authoritative guidance shortening the amortization period to the earliest call date for certain purchased callable debt securities held at a premium. 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 currently intends to adopt this guidance for the fiscal year beginning on January 1, 2019, and does not anticipate that the adoption of this guidance will have a material impact on its financial statements or disclosures because the Company does not currently hold any callable debt securities. |
Fair Value Measurement | The estimated fair value of the April 2014 Credit Facility at March 31, 2017 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. |
The Company, Business Activit21
The Company, Business Activities and Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Composition of Gross and Net Revenues Recognized | The composition of the Company’s gross and net revenues recognized during the three months ended March 31, 2016 and 2017 is as follows: March 31, March 31, 2016 2017 Commercial revenues recognized upon delivery $ — $ 4,725,966 Development services revenues recognized upon delivery 31,848 60,789 Commercial revenues recognized upon cash collection 189,521 896,586 Total gross revenues 221,369 5,683,341 Less reserve for contractual discounts — (1,325,796 ) Less reserve for aged non-patient receivables — (316,552 ) Less reserve for estimated patient receivables — (103,340 ) Less reserve for other payer-specific sales allowances — (2,254,588 ) Net revenues $ 221,369 $ 1,683,065 |
Summary of Activity in Reserves for Discounts and Sales Allowances | A summary of activity in the Company’s reserves for discounts and sales allowances during the three months ended March 31, 2017 is as follows: Reserve for Contractual Discounts Balance at December 31, 2016 $ — Provisions recorded 1,325,796 Settlements upon cash collection — Balance at March 31, 2017 1,325,796 Reserve for Aged Non-Patient Receivables Balance at December 31, 2016 — Provisions recorded 316,552 Settlements upon cash collection — Balance at March 31, 2017 316,552 Reserve for Estimated Patient Receivables Balance at December 31, 2016 — Provisions recorded 103,340 Settlements upon cash collection — Balance at March 31, 2017 103,340 Reserve for Other Payer-Specific Sales Allowances Balance at December 31, 2016 — Provisions recorded 2,254,588 Settlements upon cash collection — Balance at March 31, 2017 2,254,588 Total Discounts and Sales Allowances Balance at December 31, 2016 — Provisions recorded 4,000,276 Settlements upon cash collection — Balance at March 31, 2017 $ 4,000,276 |
Summary of Third-Party Payers That Represent More Than 10% of Total Net Revenues and Total Net Accounts Receivable and Their Related Percentage | The Company's third-party payers that represent more than 10% of total net revenues and their related net revenue amount as a percentage of total net revenues during the three months ended March 31, 2016 were as follows: Medicare 32 % United Healthcare 19 % Blue Cross Blue Shield 12 % The Company's third-party payers that represent more than 10% of total net revenues and their related net revenue amount as a percentage of total net revenues during the three months ended March 31, 2017 were as follows: Medicare 37 % Blue Cross Blue Shield 21 % United Healthcare 15 % The Company's third-party payers that represent more than 10% of total net accounts receivable and their related net accounts receivable balance as a percentage of total net accounts receivable at March 31, 2017 were as follows: Medicare 35 % Blue Cross Blue Shield 29 % United Healthcare 18 % |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Assumptions Used for Determining Fair Values of Common Stock Warrants | As of the closing of the Company’s March 31, 2017 offering, the estimated grant date fair value of $1.31 per share associated with the warrants to purchase 2,160,000 shares of common stock issued in this offering, or a total of approximately $2.8 million, was recorded as an offset to additional paid-in capital within common stock issuance costs, and was estimated using a Black-Scholes valuation model with the following assumptions: Stock price $ 2.13 Exercise price $ 2.50 Expected dividend yield 0.00 % Discount rate-bond equivalent yield 1.93 % Expected life (in years) 5.00 Expected volatility 80.0 % |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016 2017 Fixed Assets Machinery and equipment $ 2,728,468 $ 2,840,784 Furniture and office equipment 143,726 147,976 Computer equipment and software 620,582 914,302 Leasehold improvements 517,968 517,968 Financed equipment 1,559,690 1,762,799 Construction in process 169,896 10,026 5,740,330 6,193,855 Less accumulated depreciation and amortization (3,933,999 ) (4,050,155 ) Total fixed assets, net $ 1,806,331 $ 2,143,700 Accrued Liabilities Accrued interest $ 20,776 $ 17,667 Accrued payroll 168,727 358,291 Accrued vacation 364,953 443,622 Accrued bonuses 422,868 650,667 Accrued sales commissions 77,844 55,634 Current portion of deferred rent 67,085 77,147 Accrued other 37,783 45,431 Total accrued liabilities $ 1,160,036 $ 1,648,459 |
Equipment Financings (Tables)
Equipment Financings (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Capital Lease Obligations [Abstract] | |
Schedule of Remaining Future Minimum Lease Payments for Financed Equipment Obligations | The following schedule sets forth the remaining future minimum lease payments outstanding under financed equipment arrangements, as well as corresponding remaining sales tax and maintenance obligation payments that are expensed as incurred, due within each respective fiscal year ending December 31, as well as the present value of the total amount of remaining minimum lease payments, as of March 31, 2017: Maintenance Minimum and Sales Tax Lease Obligation Payments Payments 2017 $ 308,193 $ 5,323 2018 290,482 56,725 2019 249,203 77,122 2020 212,055 58,714 2021 206,478 53,896 Thereafter 387,504 75,122 Total payments 1,653,915 326,902 Less amount representing interest (493,128 ) — Present value of payments $ 1,160,787 $ 326,902 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity for the three months ended March 31, 2017 is as follows: Weighted Average Weighted Remaining Number of Average Exercise Contractual Shares Price Per Share Term in Years Outstanding at December 31, 2016 896,662 $ 8.80 8.5 Granted 112,899 $ 2.09 Exercised — Cancelled/forfeited/expired (78,057 ) $ 4.26 Outstanding at March 31, 2017 931,504 $ 8.29 8.4 Vested and unvested expected to vest, March 31, 2017 925,739 $ 8.26 9.1 |
Assumptions Used for Determining Fair Value of Stock Options Under Black-Scholes Pricing Model | The assumptions used in the Black-Scholes pricing model for stock options granted during the three months ended March 31, 2017 were as follows: Stock and exercise prices $2.05 – $2.13 Expected dividend yield 0.00 % Discount rate-bond equivalent yield 1.95% – 2.08% Expected life (in years) 5.12 – 6.09 Expected volatility 80.0% - 90.0% |
Summary of RSU Activity | A summary of RSU activity for the three months ended March 31, 2017 is as follows: Weighted Number of Average Grant Shares Date Fair Value Outstanding at December 31, 2016 174,249 $ 2.68 Granted — — Vested and issued — — Forfeited — — Outstanding at March 31, 2017 174,249 $ 2.68 Vested and unvested expected to vest, March 31, 2017 171,624 $ 2.66 |
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 statements of operations and comprehensive loss during the periods presented: For the three months ended March 31, 2016 2017 Stock Options Cost of revenues $ 26,075 $ 31,770 Research and development expenses 33,003 29,256 General and administrative expenses 272,569 192,053 Sales and marketing expenses 37,343 40,540 Total expenses related to stock options 368,990 293,619 RSUs Cost of revenues — 15,167 Research and development expenses — 14,358 General and administrative expenses — 29,933 Sales and marketing expenses — 20,145 Total stock-based compensation $ 368,990 $ 373,222 |
Common Stock Warrants Outstan26
Common Stock Warrants Outstanding (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2017 is as follows: Average Weighted Remaining Number of Average Exercise Contractual Shares Price Per Share Term in Years Outstanding at December 31, 2016 11,623,987 $ 1.93 4.6 Issued 2,160,000 $ 2.50 Exercised (4,780,850 ) $ 1.10 Expired — — Outstanding at March 31, 2017 9,003,137 $ 2.51 4.6 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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, 2016 2017 Preferred warrants outstanding (number of common stock equivalents) 529 529 Common warrants outstanding 733,330 9,003,137 RSUs outstanding 10,920 174,249 Common options outstanding 754,799 931,504 Total anti-dilutive common share equivalents 1,499,578 10,109,419 |
The Company, Business Activit28
The Company, Business Activities and Basis of Presentation - Additional Information (Detail) | Sep. 29, 2016 | Mar. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016shares | Sep. 27, 2016shares |
The Company, Business Activities and Basis of Presentation [Line Items] | ||||
Stockholders equity reverse stock split ratio | 0.33 | |||
Common stock, shares authorized | 150,000,000 | 150,000,000 | ||
Description of reverse stock split | On September 27, 2016, the Company’s stockholders approved, and the Company filed, an amendment to the Company’s amended and restated certificate of incorporation to effect a one-for-three reverse stock split of the Company’s outstanding common stock, and to increase the authorized number of shares of the Company’s common stock from 40,000,000 to 150,000,000 shares. The one-for-three reverse stock split was effected September 29, 2016. | |||
Commercial Diagnostic Services [Member] | ||||
The Company, Business Activities and Basis of Presentation [Line Items] | ||||
Nonrecurring net revenue recognized upon delivery | $ | $ 877,328 | |||
Increase (decrease) in net income (loss) per common share on nonrecurring net revenue | $ / shares | $ (0.04) | |||
Nonrecurring revenue recognized on an accrual basis but not received | $ | $ 725,690 | |||
Increase decrease in net income (loss) per common share | $ / shares | $ (0.03) | |||
Minimum [Member] | ||||
The Company, Business Activities and Basis of Presentation [Line Items] | ||||
Common stock, shares authorized | 40,000,000 | |||
Maximum [Member] | ||||
The Company, Business Activities and Basis of Presentation [Line Items] | ||||
Common stock, shares authorized | 150,000,000 |
The Company, Business Activit29
The Company, Business Activities and Basis of Presentation - Composition of Gross and Net Revenues Recognized (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue Recognition [Abstract] | ||
Commercial revenues recognized upon delivery | $ 4,725,966 | |
Development services revenues recognized upon delivery | 60,789 | $ 31,848 |
Commercial revenues recognized upon cash collection | 896,586 | 189,521 |
Total gross revenues | 5,683,341 | 221,369 |
Less reserve for contractual discounts | (1,325,796) | |
Less reserve for aged non-patient receivables | (316,552) | |
Less reserve for estimated patient receivables | (103,340) | |
Less reserve for other payer-specific sales allowances | (2,254,588) | |
Net revenues | $ 1,683,065 | $ 221,369 |
The Company, Business Activit30
The Company, Business Activities and Basis of Presentation - Summary of Activity in Reserves for Discounts and Sales Allowances (Detail) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Reserve for Contractual Discounts | |
Provisions recorded | $ 1,325,796 |
Balance at March 31, 2017 | 1,325,796 |
Reserve for Aged Non-Patient Receivables | |
Provisions recorded | 316,552 |
Balance at March 31, 2017 | 316,552 |
Reserve for Estimated Patient Receivables | |
Provisions recorded | 103,340 |
Balance at March 31, 2017 | 103,340 |
Reserve for Other Payer-Specific Sales Allowances | |
Provisions recorded | 2,254,588 |
Balance at March 31, 2017 | 2,254,588 |
Total Discounts and Sales Allowances | |
Provisions recorded | 4,000,276 |
Balance at March 31, 2017 | $ 4,000,276 |
The Company, Business Activit31
The Company, Business Activities and Basis of Presentation - Summary of Third-Party Payers That Represent More Than 10% of Total Net Revenues and Total Net Accounts Receivable and Their Related Percentage (Detail) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Customer Concentration Risk [Member] | Net Revenues [Member] | Medicare [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 37.00% | 32.00% |
Customer Concentration Risk [Member] | Net Revenues [Member] | Blue Cross Blue Shield [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 21.00% | 12.00% |
Customer Concentration Risk [Member] | Net Revenues [Member] | United Healthcare [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 15.00% | 19.00% |
Credit Concentration Risk [Member] | Net Accounts Receivable [Member] | Medicare [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 35.00% | |
Credit Concentration Risk [Member] | Net Accounts Receivable [Member] | Blue Cross Blue Shield [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 29.00% | |
Credit Concentration Risk [Member] | Net Accounts Receivable [Member] | United Healthcare [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 18.00% |
Liquidity and Going Concern U32
Liquidity and Going Concern Uncertainty- Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Oct. 19, 2016 | Oct. 14, 2016 | May 04, 2016 | May 15, 2017 | Feb. 29, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 |
Liquidity And Managements Plans [Line Items] | ||||||||||||
Cash | $ 14,042,388 | $ 14,042,388 | $ 4,572,750 | $ 14,042,388 | $ 4,609,332 | $ 8,821,329 | ||||||
Accumulated deficit | (178,068,577) | (178,068,577) | (178,068,577) | (173,635,870) | ||||||||
Net loss | (4,432,707) | $ (4,875,198) | $ (18,400,000) | |||||||||
Other non-interest bearing current liabilities | 3,100,000 | 3,100,000 | 3,100,000 | |||||||||
Unconditional purchase commitment aggregate amount | $ 707,259 | $ 1,062,500 | $ 707,259 | $ 707,259 | ||||||||
Unconditional purchase commitment, quarterly payment amount | 62,500 | |||||||||||
Unconditional purchase commitment payment terms | Quarterly | |||||||||||
Unconditional purchase commitment period | May 31, 2020 | |||||||||||
Proceeds from exercise of common stock warrants | $ 5,258,935 | |||||||||||
Issuance of unregistered warrants to purchase shares of common stock | 2,160,000 | 2,160,000 | 2,160,000 | |||||||||
Roth Capital Partners, LLC and Feltl [Member] | ||||||||||||
Liquidity And Managements Plans [Line Items] | ||||||||||||
Proceeds from issuance of common stock, net of issuance costs | $ 9,000,000 | |||||||||||
Proceeds from exercise of common stock warrants | $ 564 | $ 5,300,000 | ||||||||||
Issuance of unregistered warrants to purchase shares of common stock | 9,100,000 | |||||||||||
Roth Capital Partners, LLC and Feltl [Member] | Subsequent Event [Member] | ||||||||||||
Liquidity And Managements Plans [Line Items] | ||||||||||||
Proceeds from exercise of common stock warrants | $ 5,300,000 | |||||||||||
Proceeds from gross exercise of common stock warrants outstanding | $ 5,400,000 | |||||||||||
Exercisable warrant available price per share | $ 1.10 | |||||||||||
Exercisable warrant available price per share expiration period | 2021-10 | |||||||||||
Shelf Registration Statement [Member] | ||||||||||||
Liquidity And Managements Plans [Line Items] | ||||||||||||
Minimum public float limit for offering | $ 75,000,000 | |||||||||||
Proceeds from issuance of common stock, net of issuance costs | $ 8,600,000 | $ 4,300,000 | ||||||||||
Proceeds from exercise of common stock warrants | 0 | 0 | ||||||||||
Proceeds from gross exercise of common stock warrants outstanding | $ 5,400,000 | $ 4,500,000 | ||||||||||
Exercisable warrant available price per share | $ 2.50 | $ 3.90 | ||||||||||
Exercisable warrant available price per share expiration period | 2022-03 | 2021-05 | ||||||||||
Issuance of unregistered warrants to purchase shares of common stock | 2,160,000 | 1,163,526 | 2,160,000 | 2,160,000 | ||||||||
Warrants exercise period description | Warrant proceeds remaining outstanding and available to be exercised at $2.50 per share commencing on the six month anniversary of the closing of the offering, or September 30, 2017, until their expiration in March 2022. | |||||||||||
April 2014 Credit Facility [Member] | ||||||||||||
Liquidity And Managements Plans [Line Items] | ||||||||||||
Aggregate net interest-bearing indebtedness | $ 4,100,000 | $ 4,100,000 | $ 4,100,000 | |||||||||
Due within one year | $ 2,400,000 | $ 2,400,000 | $ 2,400,000 | |||||||||
Minimum [Member] | ||||||||||||
Liquidity And Managements Plans [Line Items] | ||||||||||||
Unconditional purchase commitment, quarterly payment amount | $ 62,500 | |||||||||||
Maximum [Member] | Shelf Registration Statement [Member] | ||||||||||||
Liquidity And Managements Plans [Line Items] | ||||||||||||
Aggregate offering price | $ 50,000,000 |
Sales of Equity Securities - Ad
Sales of Equity Securities - Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Oct. 19, 2016 | Oct. 14, 2016 | May 04, 2016 | Dec. 21, 2015 | Mar. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2015 |
Class Of Stock [Line Items] | ||||||||||
Increase in capital shares value | $ 1,400,000 | |||||||||
Stock price | $ 2.13 | $ 2.13 | $ 2.13 | |||||||
Common stock, shares issued | 26,600,247 | 26,600,247 | 26,600,247 | 17,499,397 | ||||||
Common stock issuance costs | $ 79,000 | $ 42,000 | ||||||||
Issuance of unregistered warrants to purchase shares of common stock | 2,160,000 | 2,160,000 | 2,160,000 | |||||||
Exercise price of warrants | $ 2.50 | $ 2.50 | $ 2.50 | |||||||
Proceeds from exercise of common stock warrants | $ 5,258,935 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | 0.0001 | $ 0.0001 | ||||||
Roth Capital Partners, LLC, WestPark Capital and Chardan Capital [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Public offering, number of shares issued | 4,320,000 | |||||||||
Stock price | $ 2.15 | $ 2.15 | $ 2.15 | |||||||
Placement agent agreement, effective date | Mar. 28, 2017 | |||||||||
Issuance of unregistered warrants to purchase shares of common stock | 2,160,000 | 2,160,000 | 2,160,000 | |||||||
Exercise price of warrants | $ 2.50 | $ 2.50 | $ 2.50 | |||||||
Class of warrant or rights, term | 5 years | |||||||||
Issuance of warrants to purchase shares of common stock, grant date fair value | $ 2,800,000 | |||||||||
Cost directly associated with offering | 700,000 | |||||||||
Net cash proceeds from sale of securities | $ 8,600,000 | |||||||||
Warrants exercise period description | Exercisable beginning on the six-month anniversary of the date of issuance, and expire five years from the date first exercisable. | |||||||||
Period of limitation to issue common shares | 90 days | |||||||||
Period of limitation to issue securities at variable rate | 1 year | |||||||||
Roth Capital Partners, LLC and Feltl [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Increase in capital shares value | $ 14,300,000 | |||||||||
Overallotment issued to underwriter to purchase common stock, period | 30 days | |||||||||
Public offering, number of shares issued | 9,100,000 | |||||||||
Stock price | $ 1.10 | |||||||||
Issuance of unregistered warrants to purchase shares of common stock | 9,100,000 | |||||||||
Exercise price of warrants | $ 1.10 | |||||||||
Class of warrant or rights, term | 5 years | |||||||||
Issuance of warrants to purchase shares of common stock, grant date fair value | $ 5,200,000 | |||||||||
Cost directly associated with offering | $ 1,000,000 | |||||||||
Net cash proceeds from sale of securities | $ 9,000,000 | |||||||||
Proceeds from exercise of common stock warrants | $ 564 | $ 5,300,000 | ||||||||
Purchase of common stock by underwriters to cover overallotments, number of shares | 627,131 | |||||||||
Purchase of common stock by underwriters to cover overallotments, per share | $ 1.0331 | |||||||||
Common stock, par value | $ 0.0009 | |||||||||
Grant date fair values of overallotment options | $ 800,000 | |||||||||
Maximum [Member] | Roth Capital Partners, LLC and Feltl [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Purchase of common stock by underwriters to cover overallotments, number of shares | 1,365,000 | |||||||||
Issuance of overallotment options to purchase common stock shares | 1,365,000 | |||||||||
Shelf Registration Statement [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Stock price | $ 3 | |||||||||
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 | 1,662,191 | |||||||||
Issuance of unregistered warrants to purchase shares of common stock | 2,160,000 | 1,163,526 | 2,160,000 | 2,160,000 | ||||||
Exercise price of warrants | $ 3.90 | |||||||||
Class of warrant or rights, term | 5 years | |||||||||
Issuance of warrants to purchase shares of common stock, grant date fair value | $ 2,000,000 | |||||||||
Cost directly associated with offering | 700,000 | |||||||||
Net cash proceeds from sale of securities | $ 8,600,000 | 4,300,000 | ||||||||
Proceeds from exercise of common stock warrants | $ 0 | 0 | ||||||||
Proceeds from gross exercise of common stock warrants outstanding | $ 4,500,000 | |||||||||
Exercisable warrant available price per share expiration period | 2022-03 | 2021-05 | ||||||||
Warrants exercise period description | Warrant proceeds remaining outstanding and available to be exercised at $2.50 per share commencing on the six month anniversary of the closing of the offering, or September 30, 2017, until their expiration in March 2022. | |||||||||
Shelf Registration Statement [Member] | Maximum [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Aggregate offering price | $ 50,000,000 | |||||||||
Common Stock Purchase Agreement [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Proceeds from issuance of common stock | $ 544,051 | |||||||||
Aggregate common stock shares purchase | 173,145 | |||||||||
Aspire Capital Fund, LLC [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Common stock, shares issued | 55,000 | |||||||||
Common Stock [Member] | Aspire Capital Fund, LLC [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Increase in capital shares value | $ 15,000,000 | |||||||||
Overallotment issued to underwriter to purchase common stock, period | 30 months | |||||||||
Public offering, number of shares issued | 208,334 | |||||||||
Stock price | $ 4.80 | |||||||||
Proceeds from issuance of common stock | $ 1,000,000 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) $ / shares in Units, $ in Millions | Mar. 31, 2017USD ($)$ / sharesshares |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Issuance of unregistered warrants to purchase shares of common stock, grant date fair value | $ | $ 2.8 |
Issuance of unregistered warrants to purchase shares of common stock | shares | 2,160,000 |
Warrant exercise price | $ 2.50 |
Warrants [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Warrant exercise price | $ 1.31 |
Fair Value Measurement - Assump
Fair Value Measurement - Assumptions Used for Determining Fair Values of Common Stock Warrants (Detail) | 3 Months Ended |
Mar. 31, 2017$ / shares | |
Fair Value Disclosures [Abstract] | |
Stock price | $ 2.13 |
Exercise price | $ 2.50 |
Expected dividend yield | 0.00% |
Discount rate-bond equivalent yield | 1.93% |
Expected life (in years) | 5 years |
Expected volatility | 80.00% |
Balance Sheet Details - Schedul
Balance Sheet Details - Schedule of Fixed Assets and Accrued Liabilities (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fixed Assets | ||
Machinery and equipment | $ 2,840,784 | $ 2,728,468 |
Furniture and office equipment | 147,976 | 143,726 |
Computer equipment and software | 914,302 | 620,582 |
Leasehold improvements | 517,968 | 517,968 |
Financed equipment | 1,762,799 | 1,559,690 |
Construction in process | 10,026 | 169,896 |
Total fixed assets, gross | 6,193,855 | 5,740,330 |
Less accumulated depreciation and amortization | (4,050,155) | (3,933,999) |
Total fixed assets, net | 2,143,700 | 1,806,331 |
Accrued Liabilities | ||
Accrued interest | 17,667 | 20,776 |
Accrued payroll | 358,291 | 168,727 |
Accrued vacation | 443,622 | 364,953 |
Accrued bonuses | 650,667 | 422,868 |
Accrued sales commissions | 55,634 | 77,844 |
Current portion of deferred rent | 77,147 | 67,085 |
Accrued other | 45,431 | 37,783 |
Total accrued liabilities | $ 1,648,459 | $ 1,160,036 |
April 2014 Credit Facility - Ad
April 2014 Credit Facility - Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Apr. 30, 2014 | Mar. 31, 2017 | Dec. 31, 2014 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | |||||
Warrant issued to lender | 2,160,000 | 2,160,000 | |||
Exercise price of unregistered warrants | $ 2.50 | $ 2.50 | |||
Warrant term | 5 years | ||||
Issuance of unregistered warrants to purchase shares of common stock, grant date fair value | $ 2,800,000 | ||||
Oxford Finance LLC [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Additional final payment to lender | $ 50,000 | ||||
Oxford Finance LLC [Member] | Common Stock [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Warrant issued to lender | 17,655 | ||||
Exercise price of unregistered warrants | $ 14.16 | ||||
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% | ||||
Total indebtedness and capital lease obligations outstanding | 1,200,000 | 1,200,000 | |||
Issuance costs | $ 102,498 | ||||
Net proceeds from credit facility | 4,897,502 | ||||
Issuance of unregistered warrants to purchase shares of common stock, grant date fair value | $ 233,107 | ||||
Unamortized discounts | $ 75,122 | $ 75,122 | $ 78,408 | ||
Effective annual interest rate | 13.87% | 13.87% | 13.87% | ||
Total remaining principal payments due during fiscal year ending December 31, 2017 | $ 1,465,274 | $ 1,465,274 | |||
Total remaining principal payments due during fiscal year ending December 31, 2018 | $ 1,201,409 | $ 1,201,409 | |||
Oxford Finance LLC [Member] | Two Years [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Term Loan prepayment fee percentage | 1.00% | ||||
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% |
Equipment Financings - Addition
Equipment Financings - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Equipment Financings and Capital Lease Obligations [Line Items] | |||
Financed equipment | $ 1,762,799 | $ 1,559,690 | |
Accumulated depreciation related to financed equipment | 580,000 | $ 525,000 | |
Fixed assets purchased as equipment financings | $ 181,101 | ||
Equipment financings aggregate weighted average effective annual interest rate | 13.08% | 13.18% | |
Equipment financings maturity date on outstanding arrangements range, Start | 2017-07 | ||
Equipment financings maturity date on outstanding arrangements range, End | 2023-05 | ||
Present value of minimum lease payment due within one year | $ 351,252 | ||
Equipment Financings [Member] | |||
Equipment Financings and Capital Lease Obligations [Line Items] | |||
Depreciation expense related to financed equipment | $ 55,000 | $ 26,000 | |
Minimum [Member] | Equipment Financings [Member] | |||
Equipment Financings and Capital Lease Obligations [Line Items] | |||
Financed equipment useful life | 5 years | ||
Maximum [Member] | Equipment Financings [Member] | |||
Equipment Financings and Capital Lease Obligations [Line Items] | |||
Financed equipment useful life | 7 years |
Equipment Financings - Schedule
Equipment Financings - Schedule of Remaining Future Minimum Lease Payments for Financed Equipment Obligations (Detail) | Mar. 31, 2017USD ($) |
Capital Lease Obligations [Abstract] | |
2,017 | $ 308,193 |
2,018 | 290,482 |
2,019 | 249,203 |
2,020 | 212,055 |
2,021 | 206,478 |
Thereafter | 387,504 |
Total payments | 1,653,915 |
Less amount representing interest | (493,128) |
Present value of payments | 1,160,787 |
2,017 | 5,323 |
2,018 | 56,725 |
2,019 | 77,122 |
2,020 | 58,714 |
2,021 | 53,896 |
Thereafter | 75,122 |
Total payments | 326,902 |
Present value of payments | $ 326,902 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | May 02, 2017shares | Jul. 29, 2016$ / sharesshares | Jul. 25, 2016$ / sharesshares | Jul. 06, 2016USD ($)$ / sharesshares | Feb. 29, 2016$ / sharesshares | Aug. 31, 2015$ / sharesshares | Mar. 31, 2017USD ($)Plan$ / sharesshares | Mar. 31, 2016 | Dec. 31, 2016USD ($)shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of equity incentive plans | Plan | 2 | ||||||||
Total Shares Outstanding | 931,504 | 896,662 | |||||||
Number of Shares, Granted | 112,899 | ||||||||
Weighted average exercise price per share | $ / shares | $ 2.09 | ||||||||
Number of shares remaining forfeited | 78,057 | ||||||||
Unrecognized stock-based compensation expense, weighted-average recognition period | 2 years 2 months 12 days | ||||||||
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 | 8.00% | 8.00% | |||||||
Stock Options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Intrinsic value of options outstanding | $ | $ 54,571 | $ 0 | |||||||
Intrinsic value of options vested and unvested expected to vest | $ | $ 52,853 | ||||||||
Stock options vested | 110,569 | ||||||||
Total weighted average grant date fair value | $ / shares | $ 7.80 | ||||||||
Option awards assumptions, method used | Black-Scholes pricing model | ||||||||
Weighted-average estimated fair value of options granted | $ / shares | $ 1.46 | ||||||||
RSUs [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
Intrinsic value shares, RSUs outstanding | $ | $ 371,150 | ||||||||
Intrinsic value amount, RSUs unvested and vested expected to vest | $ | $ 365,560 | ||||||||
RSUs outstanding | 174,249 | 174,249 | |||||||
Vested | 10,920 | ||||||||
Expected vested | 79,997 | ||||||||
Issuance of restricted stock units | 0 | ||||||||
Stock Options and RSUs [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unrecognized stock-based compensation expense, stock options | $ | $ 1,431,000 | ||||||||
2013 Equity Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total stock options and RSUs authorized | 333,333 | ||||||||
2013 Equity Incentive Plan [Member] | Chief Financial Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Weighted average exercise price per share | $ / shares | $ 1.95 | ||||||||
Number of shares remaining forfeited | 16,950 | ||||||||
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 | $ / shares | $ 2.87 | $ 4.40 | |||||||
Number of Shares, Granted | 33,333 | 33,333 | |||||||
Weighted average exercise price per share | $ / shares | $ 4.02 | $ 6.03 | |||||||
Number of shares remaining forfeited | 50,333 | ||||||||
2013 Equity Incentive Plan [Member] | Performance Stock Options granted on August 31, 2015 [Member] | Chief Executive Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options vested | 6,333 | ||||||||
2013 Equity Incentive Plan [Member] | Performance Stock Options Granted on February 29, 2016 [Member] | Chief Executive Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options vested | 10,000 | ||||||||
2013 Equity Incentive Plan [Member] | Performance Stock Options Granted on July 29 2016 [Member] | Chief Financial Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock options vested | 16,383 | ||||||||
2013 Equity Incentive Plan [Member] | RSUs [Member] | Chief Financial Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percentage of Overall Stock Grant Subject to Vesting | 100.00% | ||||||||
Vesting period | 1 year | ||||||||
Restricted stock units, grant date fair value | $ / shares | $ 1.95 | ||||||||
Restricted stock unit award, shares | 25,000 | ||||||||
2013 Equity Incentive Plan [Member] | Retention RSUs [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
Restricted stock units, grant date fair value | $ / shares | $ 1.86 | ||||||||
Restricted stock units, grant date fair value | $ | $ 108,498 | ||||||||
2013 Equity Incentive Plan [Member] | Retention RSUs [Member] | Chief Executive Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Issuance of restricted stock units | 25,000 | ||||||||
2013 Equity Incentive Plan [Member] | Retention RSUs [Member] | Executive Officers [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Issuance of restricted stock units | 58,332 | ||||||||
2013 Equity Incentive Plan [Member] | Non-inducement Shares [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total stock options and RSUs authorized | 1,022,955 | ||||||||
Stock options and RSUs issued | 947,704 | ||||||||
Total Shares Outstanding | 947,704 | ||||||||
Common stock, shares authorized | 33,769 | ||||||||
2013 Equity Incentive Plan [Member] | Non-inducement Shares [Member] | Subsequent Event [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Increase in number of shares of common stock authorized for issuance | 2,500,000 | ||||||||
2013 Equity Incentive Plan [Member] | Inducement shares [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total stock options and RSUs authorized | 333,333 | ||||||||
Stock options and RSUs issued | 158,049 | ||||||||
Total Shares Outstanding | 158,049 | ||||||||
Common stock, shares authorized | 175,284 | ||||||||
2013 Equity Incentive Plan [Member] | Options Vesting on One Year Anniversary [Member] | Chief Financial Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total stock options and RSUs authorized | 66,666 | ||||||||
Weighted-average estimated fair value of options granted | $ / shares | $ 1.45 | ||||||||
Percentage of Overall Stock Grant Subject to Vesting | 25.00% | ||||||||
Vesting period | 1 year | ||||||||
Stock option units remaining vesting period on Equal monthly basis | 3 years | ||||||||
2013 Equity Incentive Plan [Member] | Options Vesting on Performance Achievement [Member] | Chief Financial Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total stock options and RSUs authorized | 33,333 | ||||||||
Weighted-average estimated fair value of options granted | $ / shares | $ 1.26 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of Shares Outstanding, Beginning Balance | 896,662 | |
Number of Shares, Granted | 112,899 | |
Number of Shares, Cancelled/forfeited/expired | (78,057) | |
Number of Shares Outstanding, Ending Balance | 931,504 | 896,662 |
Number of Shares, Vested and unvested expected to vest, Ending Balance | 925,739 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning Balance | $ 8.80 | |
Weighted Average Exercise Price Per Share, Granted | 2.09 | |
Weighted Average Exercise Price Per Share, Cancelled/forfeited/expired | 4.26 | |
Weighted Average Exercise Price Per Share, Outstanding, Ending Balance | 8.29 | $ 8.80 |
Weighted Average Exercise Price Per Share, Vested and unvested expected to vest, Ending Balance | $ 8.26 | |
Weighted Average Remaining Contractual Term in Years, Outstanding | 8 years 4 months 24 days | 8 years 6 months |
Weighted Average Remaining Contractual Term in Years, Vested and unvested expected to vest | 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, 2017$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected dividend yield | 0.00% |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock and exercise prices | $ 2.05 |
Discount rate-bond equivalent yield | 1.95% |
Expected life (in years) | 5 years 1 month 13 days |
Expected volatility | 80.00% |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock and exercise prices | $ 2.13 |
Discount rate-bond equivalent yield | 2.08% |
Expected life (in years) | 6 years 1 month 2 days |
Expected volatility | 90.00% |
Stock-Based Compensation - Su43
Stock-Based Compensation - Summary of RSU Activity (Detail) - RSUs [Member] | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares Outstanding, Beginning Balance | shares | 174,249 |
Number of Shares, Granted | shares | 0 |
Number of share, Vested and issued | shares | 0 |
Number of share, Forfeited | shares | 0 |
Number of Shares Outstanding, Ending Balance | shares | 174,249 |
Number of Shares, Vested and unvested expected to vest, Ending Balance | shares | 171,624 |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ / shares | $ 2.68 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Vested and issued | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | $ / shares | 2.68 |
Weighted Average Grant Date Fair Value, Vested and unvested expected to vest, Ending Balance | $ / shares | $ 2.66 |
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, 2017 | Mar. 31, 2016 | |
Stock Options [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 293,619 | $ 368,990 |
Stock Options [Member] | Cost of revenues [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 31,770 | 26,075 |
Stock Options [Member] | Research and Development Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 29,256 | 33,003 |
Stock Options [Member] | General and Administrative Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 192,053 | 272,569 |
Stock Options [Member] | Sales and Marketing Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 40,540 | 37,343 |
RSUs [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 373,222 | $ 368,990 |
RSUs [Member] | Cost of revenues [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 15,167 | |
RSUs [Member] | Research and Development Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 14,358 | |
RSUs [Member] | General and Administrative Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | 29,933 | |
RSUs [Member] | Sales and Marketing Expenses [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 20,145 |
Common Stock Warrants Outstan45
Common Stock Warrants Outstanding - Summary of Equity-Classified Common Stock Warrant Activity (Detail) - Warrants [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Class Of Warrant Or Right [Line Items] | ||
Number of Shares, Outstanding, Beginning Balance | 11,623,987 | |
Number of Shares, Issued | 2,160,000 | |
Number of Shares, Exercised | (4,780,850) | |
Number of Shares, Outstanding, Ending Balance | 9,003,137 | 11,623,987 |
Weighted Average Exercise Price Per Share, Outstanding, Beginning Balance | $ 1.93 | |
Weighted Average Exercise Price Per Share, Issued | 2.50 | |
Weighted Average Exercise Price Per Share, Exercised | 1.10 | |
Weighted Average Exercise Price Per Share, Outstanding, Ending Balance | $ 2.51 | $ 1.93 |
Average Remaining Contractual Term (in years) | 4 years 7 months 6 days | 4 years 7 months 6 days |
Common Stock Warrants Outstan46
Common Stock Warrants Outstanding - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017USD ($)shares | |
Class Of Warrant Or Right [Line Items] | |
Common stock warrants outstanding, intrinsic value | $ | $ 5,094,669 |
Warrants [Member] | |
Class Of Warrant Or Right [Line Items] | |
Warrants issued | shares | 2,160,000 |
Warrants exercisable period | 5 years |
Warrants exercisable beginning date | Sep. 30, 2017 |
Warrants or rights exercisable period from closing of associated offering | 6 months |
Net Loss per Common Share - Add
Net Loss per Common Share - Additional Information (Detail) | Sep. 29, 2016 |
Earnings Per Share [Abstract] | |
Reverse stock split of common shares outstanding | 0.33 |
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, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents | 10,109,419 | 1,499,578 |
Warrants Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents | 9,003,137 | 733,330 |
RSUs Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents | 174,249 | 10,920 |
Preferred Warrants Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents | 529 | 529 |
Common Options Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive common share equivalents | 931,504 | 754,799 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended |
Feb. 29, 2016 | Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Unconditional purchase commitment aggregate amount | $ 1,062,500 | $ 707,259 |
Unconditional purchase commitment, quarterly payment amount | $ 62,500 | |
Unconditional purchase commitment payment terms | Quarterly | |
Unconditional purchase commitment period | May 31, 2020 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Feb. 01, 2017 | Oct. 31, 2016USD ($)DirectorConsultantshares | May 04, 2016USD ($)Directorshares | Mar. 31, 2017USD ($)ft² | Mar. 31, 2016USD ($) | Mar. 31, 2015 | Dec. 31, 2016USD ($) |
Related Party Transaction [Line Items] | |||||||
Rental income | $ 38,412 | $ 38,412 | |||||
Number of consultants | Consultant | 1 | ||||||
San Diego California Facility [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Lease expiration date | Mar. 31, 2017 | ||||||
Rental income | 38,412 | $ 38,412 | |||||
Aegea Biotechnologies, Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Reimbursement for shared patent costs | $ 15,325 | $ 19,047 | |||||
Nonexecutive [Member] | San Diego California Facility [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Leased facility, expansion of original premises | ft² | 9,849 | ||||||
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 | ||||||
Director [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of members of board of directors | Director | 3 | 3 | |||||
Initial public offering, number of shares issued | shares | 534,088 | 58,335 | |||||
Issuance of warrants to purchase shares of common stock | shares | 534,088 | 40,832 | |||||
Proceeds from issuance of common stock | $ 587,497 | $ 175,000 | |||||
Director [Member] | Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of members of board of directors | Director | 7 | ||||||
Claire K.T. Reiss [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Initial public offering, number of shares issued | shares | 227,272 | 204,758 | |||||
Issuance of warrants to purchase shares of common stock | shares | 227,272 | 143,330 | |||||
Proceeds from issuance of common stock | $ 249,999 | $ 614,273 | |||||
Beneficial owner percentage of company's common stock | 10.00% | 10.00% | |||||
Consultants [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Initial public offering, number of shares issued | shares | 79,090 | ||||||
Issuance of warrants to purchase shares of common stock | shares | 79,090 | ||||||
Proceeds from issuance of common stock | $ 86,999 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | May 02, 2017shares |
2013 Equity Incentive Plan [Member] | Subsequent Event [Member] | Non-inducement Shares [Member] | |
Subsequent Event [Line Items] | |
Increase in number of shares of common stock authorized for issuance | 2,500,000 |