Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 30, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'MELA | ' |
Entity Registrant Name | 'MELA SCIENCES, INC. /NY | ' |
Entity Central Index Key | '0001051514 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 52,107,465 |
Balance_Sheets
Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
Current Assets: | ' | ' | |
Cash and cash equivalents | $8,122,709 | $3,782,881 | [1] |
Accounts receivable (net of allowance of $43,080 and $46,130 as of March 31, 2014 and December 31, 2013, respectively) | 34,121 | 57,151 | [1] |
Inventory (net of reserve of $325,000 as of March 31, 2014 and December 31, 2013) | 5,648,020 | 5,631,205 | [1] |
Prepaid expenses and other current assets | 465,140 | 879,698 | [1] |
Total Current Assets | 14,269,990 | 10,350,935 | [1] |
Property and equipment, net | 2,995,253 | 3,690,784 | [1] |
Patents and trademarks, net | 40,526 | 41,795 | [1] |
Other assets | 48,000 | 48,000 | [1] |
Total Assets | 17,353,769 | 14,131,514 | [1] |
Current Liabilities: | ' | ' | |
Accounts payable (includes related parties of $85,972 and $32,902 as of March 31, 2014 and December 31, 2013, respectively) | 1,311,174 | 1,478,995 | [1] |
Accrued expenses (includes related parties of $23,129 and $48,000 as of March 31, 2014 and December 31, 2013, respectively) | 819,851 | 844,131 | [1] |
Deferred placement revenue | 201,864 | 243,605 | [1] |
Warrant liability | 8,464,865 | 3,017,142 | [1] |
Other current liabilities | 61,815 | 67,934 | [1] |
Total Current Liabilities | 10,859,569 | 5,651,807 | [1] |
Long Term Liabilities: | ' | ' | |
Deferred placement revenue | 28,834 | 63,754 | [1] |
Deferred rent | 110,111 | 120,120 | [1] |
Total Long Term Liabilities | 138,945 | 183,874 | [1] |
Total Liabilities | 10,998,514 | 5,835,681 | [1] |
COMMITMENTS AND CONTINGENCIES | ' | ' | [1] |
Stockholders' Equity: | ' | ' | |
Preferred stock - $0.10 par value; authorized 10,000,000 shares: issued and outstanding: 12,300 at March 31, 2014 and 0 at December 31, 2013 | 1,230 | ' | |
Common stock - $0.001 par value; authorized 95,000,000 shares: Issued and outstanding 52,107,465 shares at March 31, 2014 and 47,501,596 at December 31, 2013 | 52,108 | 47,502 | [1] |
Additional paid-in capital | 182,430,391 | 176,396,209 | [1] |
Accumulated deficit | -176,128,474 | -168,147,878 | [1] |
Total Stockholders' Equity | 6,355,255 | 8,295,833 | [1] |
Total Liabilities and Stockholders' Equity | $17,353,769 | $14,131,514 | [1] |
[1] | Derived from the audited balance sheet as of December 31, 2013 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
Statement Of Financial Position [Abstract] | ' | ' | |
Allowance for accounts receivable, current | $43,080 | $46,130 | [1] |
Inventory reserves | 325,000 | 325,000 | [1] |
Accounts payable, related parties | 85,972 | 32,902 | [1] |
Accrued expenses, related parties | $23,129 | $48,000 | [1] |
Preferred stock, par value | $0.10 | $0.10 | [1] |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | [1] |
Preferred stock, shares issued | 12,300 | 0 | [1] |
Preferred stock, shares outstanding | 12,300 | 0 | [1] |
Common stock, par value | $0.00 | $0.00 | [1] |
Common stock, shares authorized | 95,000,000 | 95,000,000 | [1] |
Common stock, shares issued | 52,107,465 | 47,501,596 | [1] |
Common stock, shares outstanding | 52,107,465 | 47,501,596 | [1] |
[1] | Derived from the audited balance sheet as of December 31, 2013 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Income Statement [Abstract] | ' | ' |
Net revenues | $97,638 | $144,100 |
Cost of revenue | 918,523 | 1,080,263 |
Gross profit | -820,885 | -936,163 |
Operating expenses: | ' | ' |
Research and development | 707,824 | 1,262,001 |
Selling, general and administrative | 3,203,533 | 4,287,228 |
Total operating expenses | 3,911,357 | 5,549,229 |
Operating loss | -4,732,242 | -6,485,392 |
Other income (expenses): | ' | ' |
Interest income | 618 | 2,105 |
Interest expense | -1,199 | -48,763 |
Change in fair value of warrant liability | 137,142 | 15,433 |
Registration rights liquidated damages | -3,389,940 | ' |
Other income, net | 5,025 | 5,000 |
Non operating income and expense | -3,248,354 | -26,225 |
Net loss | ($7,980,596) | ($6,511,617) |
Basic and diluted net loss per common share | ($0.16) | ($0.17) |
Basic and diluted weighted average number of common shares outstanding | 48,926,409 | 39,233,943 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | ||
Cash flows from operating activities: | ' | ' | |
Net loss | ($7,980,596) | ($6,511,617) | |
Adjustments to reconcile net loss: | ' | ' | |
Depreciation and amortization | 696,800 | 496,733 | |
Bad debt expense | 700 | 40,000 | |
Non-cash interest expense | ' | 14,101 | |
Write-off of unamortized financing costs | ' | 41,166 | |
Stock-based compensation | 164,168 | 268,381 | |
Change in fair value of warrant liability | -137,142 | -15,433 | |
Changes in operating assets and liabilities: | ' | ' | |
Accounts receivable | 22,330 | -29,447 | |
Inventory | -16,815 | 238,642 | |
Prepaid expenses and other current assets | 414,558 | 89,173 | |
Accounts payable and accrued expenses | -192,101 | -834,292 | |
Other current liabilities | -6,119 | 19,785 | |
Deferred rent | -10,009 | -5,913 | |
Deferred revenue | -76,661 | 88,873 | |
Long-term interest payable | ' | 7,417 | |
Net cash used in operating activities | -7,120,887 | -6,092,431 | |
Cash flows from investing activities: | ' | ' | |
Purchases of property and equipment | ' | -1,641,297 | |
Net cash used in investing activities | ' | -1,641,297 | |
Cash flows from financing activities: | ' | ' | |
Net proceeds from private placements/public offerings | 11,460,715 | 15,746,549 | |
Net proceeds from long term debt | ' | 6,000,000 | |
Expenses related to borrowings and issuance of warrant | ' | -245,358 | |
Proceeds from exercise of stock options | ' | 18,059 | |
Net cash provided by financing activities | 11,460,715 | 21,519,250 | |
Net increase in cash and cash equivalents | 4,339,828 | 13,785,522 | |
Cash and cash equivalents at beginning of period | 3,782,881 | [1] | 7,861,524 |
Cash and cash equivalents at end of period | 8,122,709 | 21,647,046 | |
Supplemental Schedule of Noncash Investing and Financing Activities: | ' | ' | |
Amortization of deferred financing costs | ' | $41,166 | |
[1] | Derived from the audited balance sheet as of December 31, 2013 |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Accounting Policies [Abstract] | ' | |||
Organization and Basis of Presentation | ' | |||
1. ORGANIZATION AND BASIS OF PRESENTATION | ||||
MELA Sciences, Inc., a Delaware corporation (the “Company”), is a medical device company primarily focused on the commercialization of its flagship product, the MelaFind® system, and the further design and development of MelaFind® and its technology. The MelaFind® system is an optical diagnostic device that assists dermatologists in the diagnosis of melanoma. The MelaFind® system features a hand-held component that uses light of differing wavelengths to capture digital data from clinically atypical pigmented skin lesions. The data are then analyzed utilizing sophisticated classification algorithms that have been ‘trained’ and blind tested on the Company’s proprietary database of melanomas and benign lesions. The MelaFind® system then provides images and objective data on the relative disorganization of a lesion’s structure that provides substantial additional perspective to assist physicians in the clinical management decision for atypical pigmented skin lesions, including information useful in the decision whether to biopsy the lesion. | ||||
The components of the MelaFind® system include: | ||||
• | a hand-held component, which employs high precision optics and multi-spectral illumination (multiple colors of light including near infra-red); | |||
• | a proprietary database of pigmented skin lesions, believed to be the largest positive prospective database to date in the US; and | |||
• | lesion classifiers, which are sophisticated mathematical algorithms that extract lesion feature information and classify lesions. | |||
In November 2011, the Company received written approval from the U.S. Food and Drug Administration (“FDA”) for the MelaFind® Pre-Market Approval (“PMA”) application and in September 2011 received Conformite Europeenne (“CE”) Mark approval. In March 2012, the Company installed the first commercial MelaFind® systems, and proceeded with the commercial launch of MelaFind®. The Company is currently conducting a Post-Approval Study (“PAS”) evaluating the sensitivity and false positive rate of physicians after using the MelaFind® system to their performance if MelaFind® was not available. | ||||
In 2012 the Company evolved from a research and development company to a commercial enterprise. The launch of MelaFind® in 2012 and the subsequent commercialization activities supporting the launch did not meet the Company’s initial goals and objectives. Revenues were lower than forecasted and expenses continued to increase throughout 2012 and into 2013. | ||||
In the third quarter of 2013, a significant cost reduction program was put into place. In November 2013, the Company appointed a new CEO and adopted a refocused “Go-to-Market” strategy concentrating on key institutions, opinion leaders and dermatologists who treat many of the patients at high risk for melanoma. As part of this strategy, in late December 2013, the Company changed its business model for the MelaFind® system from a rental-based to a sales-based model. The Company has reduced its costs, added more experience to its management team, and reorganized its sales and marketing activities to better support the commercialization of the MelaFind® system. The Company is also seeking a coverage determination from the Centers for Medicare & Medicaid Services, the federal agency that administers Medicare, as a prerequisite to obtain reimbursement by Medicare for use of the MelaFind® system. This process could take up to two years. Once a coverage determination has been made, the Company plans to seek reimbursement by Medicaid, Medicare and other third-party payers. | ||||
On August 22, 2013, the Company received a notice from The NASDAQ Stock Market that, for the previous 30 consecutive business days, the Company was not in compliance with the minimum bid price requirement of $1.00 per share for continued listing on the NASDAQ Capital Market. The Company was granted an automatic 180 grace period by NASDAQ in which to regain compliance. On February 19, 2014, the Company was notified by NASDAQ that the Company was eligible for an additional 180 day grace period and has until August 18, 2014 to regain compliance with NASDAQ’s minimum bid price requirement or risk delisting. | ||||
On October 17, 2013, the FDA notified the Company that its report with respect to the PAS was inadequate to allow the agency to complete its review, and as a result revised the PAS status on the FDA website to “Progress Inadequate.” In January 2014, the Company’s revised enrollment plan and schedule was approved by the FDA and the interactive review process was closed. On April 2, 2014, the FDA updated the study status to “Progress Adequate” and approved our new study timeline. The Company currently targets submission of the PAS report the FDA by year-end 2017. | ||||
In February 2014, the Company sold to two investors (the “Purchasers”) (i) an aggregate of 12,300 shares of Series A Convertible Preferred Stock, (the “Series A Preferred Stock”), convertible into 14,642,857 shares of common stock at an initial conversion price of $0.84, and (ii) warrants to purchase up to 13,297,297 shares of the Company’s common stock, for net proceeds of approximately $11.4 million. The warrants have an exercise price of $0.74 per share, are immediately exercisable and have a term of five years. The number of shares issuable upon conversion of the Series A Preferred Stock and exercise of the warrants are adjustable in the event of stock splits, stock dividends, combinations of shares and similar transactions. The Purchasers have been granted rights of participation in future offerings of our securities for one year. In addition, as a condition of the financing, the Company’s directors purchased an aggregate of 202,703 shares of common stock at a price of $0.74 per share, for aggregate gross proceeds of $150,000. | ||||
The warrant obligation fell within the scope of Accounting Standards Codification 815 “Derivatives and Hedging” (“ASC 815”) and therefore the warrant obligation was accounted for as a derivative. | ||||
In connection with this financing, the Company also granted to the Purchasers resale registration rights with respect to the shares of common stock underlying the Series A Preferred Stock and the warrants pursuant to the terms of a Registration Rights Agreement. The Purchasers were entitled to receive liquidated damages upon the occurrence of a number of events relating to filing, effectiveness and maintaining an effective registration statement covering the shares underlying the Series A Preferred Stock and the warrants. The Company was unable to meet certain filing and effectiveness requirements and as a result paid liquidated damages to the Purchasers in the aggregate amount of approximately $3.4 million. Under the terms of the Registration Rights Agreement, the Company filed a registration statement on March 18, 2014, which was declared effective by the SEC on April 3, 2014. Should this registration statement cease to remain effective for more than ten consecutive calendar days or more than an aggregate of 15 calendar days during any 12-month period, the Company would be subject to additional liquidated damages of up to approximately $500,000. | ||||
The unaudited condensed financial statements included herein have been prepared from the books and records of the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. The information and note disclosures normally included in complete financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. | ||||
The Company’s management is responsible for the financial statements included in this document. The Company’s interim financial statements are unaudited. Interim results may not be indicative of the results that may be expected for the year. However, the Company believes all adjustments considered necessary for a fair presentation of these interim financial statements have been included and are of a normal and recurring nature. | ||||
Liquidity | ||||
The Company has experienced recurring losses and negative cash flow from operations and management expects these conditions to continue for the foreseeable future. As a result of these factors, the Company has been and continues to be dependent on raising capital from the sale of securities in order to continue to operate and to meet its obligations in the ordinary course of business. In February 2014, as noted above, the Company raised net proceeds of approximately $11.5 million from the sale of Series A Preferred Stock, common stock and warrants to strengthen the Company’s financial position. | ||||
The Company’s net losses have had a significant negative impact on working capital and its financial position and may impact the Company’s future ability to meet its obligations in the ordinary course of business. As a result, management believes that there is significant doubt about the Company’s ability to continue as a going concern. The Company continues to assess the effects of its previously announced cost reduction plan and is prepared to reduce various operational costs as necessary. Although the Company has no specific arrangements or plans, additional capital will be needed during the upcoming months, which may take the form of equity, equity-linked or debt financing. In addition, the Company anticipates that long-term it will need to raise funds to support further advances in the technology and clinical trials. The timing and amount of any additional funding the Company may require will be affected by numerous factors, many of which are not in the control of the Company including the market acceptance of the MelaFind® system. | ||||
There can be no assurances that the Company will be able to raise additional financing in the future. Additional funds may not become available on acceptable terms or at all and there can be no assurance that any additional funding the Company obtains will be sufficient to meet the Company’s financing needs. Any additional funding that the Company may obtain in the future could be dilutive to common stockholders, provide new investors with rights and preferences senior to common stockholders and provide for restrictive covenants that could limit the Company’s ability to take certain actions. Unless the Company is able to generate sufficient revenues or to raise additional capital near-term, the Company’s operations will be scaled back to maintain only vital activities, or discontinued. |
Use_of_Estimates
Use of Estimates | 3 Months Ended |
Mar. 31, 2014 | |
Text Block [Abstract] | ' |
Use of Estimates | ' |
2. USE OF ESTIMATES | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions by management that affect reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to stock-based compensation arrangements, the use of estimates to determine the elements of our revenue and deferred revenue, accrued expenses, and the warrant liability. Actual results could differ from these estimates. Estimates of future operating results are based upon numerous factors including past experience, known information and subjective estimates and assumptions. Actual future operating results could be materially different from management’s estimates and unforeseen events could adversely affect management’s estimates. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Changes And Error Corrections [Abstract] | ' |
Recent Accounting Pronouncements | ' |
3. RECENT ACCOUNTING PRONOUNCEMENTS | |
The Financial Accounting Standards Board has issued a number of new accounting standards that require future adoption. Based on the Company’s initial review of these new standards, none are expected to have a material impact on the Company’s financial statements. |
Inventories
Inventories | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
4. INVENTORIES | |||||||||
Inventories currently consist of MelaFind® systems and other finished products and accessories that are stated at the lower of cost or market value. Inventory accessories are purchased items to be sold for use in the operation of the MelaFind® systems. The Company maintains a reserve for specific inventory items that are no longer being used in the devices. | |||||||||
In December 2013, the Company changed its business model for the MelaFind® system from a rental-based model to a sales-based model. In accordance with this new sales model, the Company reclassified approximately $5.4 million of MelaFind® systems from property and equipment into inventory at December 31, 2013. | |||||||||
Inventory consists of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
MelaFind® Systems | $ | 5,401,866 | $ | 5,401,866 | |||||
Mela record cards | 324,685 | 327,900 | |||||||
Accessories | 246,469 | 226,439 | |||||||
5,973,020 | 5,956,205 | ||||||||
Reserve for obsolete inventory | (325,000 | ) | (325,000 | ) | |||||
$ | 5,648,020 | $ | 5,631,205 | ||||||
Fixed_Assets
Fixed Assets | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||||
Fixed Assets | ' | ||||||||||||
5. FIXED ASSETS | |||||||||||||
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An asset is considered to be impaired when the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition exceeds its carrying amount. The amount of impairment loss, if any, is measured as the difference between the net book value of the asset and its estimated fair value. | |||||||||||||
In December 2013, the Company changed its business model for the MelaFind® system from a rental-based to a sales-based model. In accordance with this new sales model, the Company reclassified approximately $5.4 million of MelaFind® systems from property and equipment into inventory at December 31, 2013. The systems reclassified into inventory represent new and unused systems. Systems that have been leased under the rental-based model remain in property and equipment. | |||||||||||||
Property and equipment, at cost, consists of the following: | |||||||||||||
March 31, | December 31, | Estimated | |||||||||||
2014 | 2013 | Useful Life | Useful Life | ||||||||||
Leasehold improvements | $ | 905,888 | $ | 905,888 | Lease Term | Lease Term | |||||||
Laboratory and research equipment | 1,083,661 | 1,083,661 | 3-5 years | 3-5 years | |||||||||
Office furniture and equipment | 2,022,833 | 2,022,833 | 3-5 years | 3-5 years | |||||||||
MelaFind® Systems | 5,081,816 | 5,081,816 | 3 years | 3 years | |||||||||
9,094,198 | 9,094,198 | ||||||||||||
Accumulated depreciation and amortization | (6,098,945 | ) | (5,403,414 | ) | |||||||||
$ | 2,995,253 | $ | 3,690,784 | ||||||||||
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Net Loss Per Common Share | ' | ||||||||
6. NET LOSS PER COMMON SHARE | |||||||||
Basic net loss per common share excludes dilution for potentially dilutive securities and is computed by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share gives effect to dilutive options, warrants and other potential common shares outstanding during the period. Diluted net loss per common share is equal to the basic net loss per common share since all potentially dilutive securities are anti-dilutive for each of the periods presented. Potential common stock equivalents outstanding as of March 31, 2014 and March 31, 2013 consist of common stock equivalents of convertible preferred stock, stock options, common stock purchase warrants and restricted stock, which are summarized as follows: | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Common stock equivalents of convertible preferred stock | 14,642,857 | — | |||||||
Common stock options | 2,907,574 | 1,435,314 | |||||||
Common stock purchase warrants | 21,047,641 | 200,000 | |||||||
Restricted stock awards | 65,050 | — | |||||||
Total | 38,663,122 | 1,635,314 | |||||||
Comprehensive_Loss
Comprehensive Loss | 3 Months Ended |
Mar. 31, 2014 | |
Equity [Abstract] | ' |
Comprehensive Loss | ' |
7. COMPREHENSIVE LOSS | |
For all periods presented, the Company had no comprehensive income items and accordingly there is no difference between the reported net loss and per share amounts per the Statement of Operations and comprehensive net loss and related per share amounts. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||
Stock-Based Compensation | ' | ||||
8. STOCK-BASED COMPENSATION | |||||
Stock awards under the Company’s stock option plans have been granted with exercise prices that are no less than the market value of the stock on the date of the grant. Options granted under the 2013 and 2005 Plans are generally time-based or performance-based options and vesting varies accordingly. Options under the plans expire up to a maximum of ten years from the date of grant. | |||||
The fair value of each option award granted is estimated on the date of grant using the Black-Sholes option valuation model and assumptions as noted in the following table: | |||||
March 31, | |||||
2014 | 2013 | ||||
Expected life | 6.5 years | 6.5 years | |||
Expected volatility | 75.51% | 76.83% | |||
Risk-free interest rate | 2.14-2.45% | 1.25-1.38% | |||
Dividend yield | — | — |
Debt
Debt | 3 Months Ended |
Mar. 31, 2014 | |
Debt Disclosure [Abstract] | ' |
Debt | ' |
9. DEBT | |
On March 15, 2013, the Company executed loan documents with Hercules Technology Growth Capital Inc., a venture capital lender, whereby the Company borrowed $6 million (the “Loan”). The Loan accrued interest at a rate of 10.45%. The term of the Loan was 42 months with interest payments only during the first 12 months. On September 10, 2013, the Company elected to prepay the Loan and paid Hercules approximately $6.4 million, including the end of term fee of $425,000, to settle all obligations to Hercules. Hercules agreed to waive the prepayment penalty of $180,000. | |
Upon executing the loan documents on March 15, 2013 the Company became obligated to issue to the Lender a warrant to purchase shares of the Company’s common stock upon approval by the Company’s stockholders of a proposal to increase the Company’s number of authorized shares of common stock at its 2013 Annual Meeting of Stockholders. The number of shares that could be acquired upon exercise of the warrant and the exercise price per share were not fixed on March 15, 2013, but would be determined when the warrant was issued based on a defined formula using trading prices of the Company’s common stock during certain periods prior to the issuance of the warrant. The Company’s stockholders approved the increase in the number of authorized shares of common stock on April 25, 2013 and on April 26, 2013 the warrant was issued to the Lender. The terms of the warrant were fixed on the date of issuance whereby the Lender received a warrant to purchase 693,202 shares of common stock at an exercise price of approximately $1.12 per share. The warrant expires on April 26, 2018. | |
For financial reporting purposes, the $6 million funded by the Lender on March 15, 2013 was allocated first to the fair value of the obligation to issue the warrant, which totaled approximately $563,000, and the balance was reduced further by the Lender’s costs and fees, resulting in an initial carrying value of the loan of approximately $5.3 million. The Company used a Level 3 fair value measurement to determine fair value of the warrant obligation, which has significant unobservable inputs as defined in Accounting Standards Codification 820 “Fair Value Measures”. During the period from the loan inception date until the warrant obligation was fulfilled and the warrant was issued, the warrant obligation was reflected as a long-term liability at fair value. Changes in the fair value (“mark-to-market adjustments”) of the warrant obligation of approximately $15,000 are included in operating results for the three months ended March 31, 2013. The fair value of the warrant obligation was determined using the Monte Carlo pricing model that used various assumptions that included: stock prices ranging from $1.16 to $1.18 per share, volatility of 77%, time to maturity of 5 years, exercise prices ranging from $1.15 to $1.16 and a risk free interest rate of return of .84%. Under the Monte Carlo model, a 10% change in the underlying unobservable inputs would not have a significant impact on the fair value. | |
The value of the warrant obligation combined with the costs resulted in an initial loan discount of approximately $727,000. The terms of the Loan required us to pay the Lender a fee of $425,000 at the maturity of the Loan. The loan discount and the fee were being amortized as additional interest expense over the life of the loan using the interest method. As discussed above, prior to the terms of the warrant being fixed on April 26, 2013, the warrant obligation fell within the scope of Accounting Standards Codification 815 “Derivatives and Hedging” (“ASC 815”) and therefore the warrant obligation was accounted for as a derivative reflected as a long-term liability until the warrant was issued on April 26, 2013. The terms of the warrant upon issuance no longer required derivative accounting under ASC 815 and therefore the fair value of the warrant was classified within stockholders equity. | |
As the result of the Company electing to prepay the loan on September 10, 2013, the unamortized loan discount, fee and deferred financing costs that were expensed at that date were approximately $1.0 million. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Stockholders' Equity | ' | ||||||||||||
10. STOCKHOLDERS’ EQUITY | |||||||||||||
Preferred Stock | |||||||||||||
The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.10 per share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors. | |||||||||||||
As discussed in detail in Note 1, on February 5, 2014, pursuant to a securities purchase agreement, dated as of January 31, 2014, the Company sold to the Purchasers (i) an aggregate of 12,300 shares of Series A Convertible Preferred Stock, par value $0.10 and a stated value of $1,000 per share, convertible into 14,642,857 shares of common stock at an initial conversion price of $0.84, and (ii) warrants to purchase up to 13,297,297 shares of common stock for net proceeds of $11.4 million. The warrants have an exercise price of $0.74 per share, are immediately exercisable and have a term of five years. These warrants have non-standard terms as they relate to a fundamental transaction and require a net-cash settlement upon a change in control of the Company and therefore are classified as a derivative liability and recorded at fair value on the inception date of February 5, 2014, and will be recorded at their respective fair value at each subsequent balance sheet date. The fair value of these warrants on March 31, 2014 was equivalent to the fair value on February 5, 2014, and therefore no change in fair value has been recorded for the three months ended March 31, 2014. | |||||||||||||
In connection with this financing, the Company also granted to the Purchasers resale registration rights with respect to the shares of common stock underlying the Series A Preferred Stock and the warrants pursuant to the terms of a Registration Rights Agreement. The Purchasers were entitled to receive liquidated damages upon the occurrence of a number of events relating to filing, effectiveness and maintaining an effective registration statement covering the shares underlying the Series A Preferred Stock and the warrants. The Company was unable to meet certain filing and effectiveness requirements and as a result paid liquidated damages to the Purchasers in the aggregate amount of approximately $3.4 million. Under the terms of the Registration Rights Agreement, the Company filed a registration statement on March 18, 2014, which was declared effective by the SEC on April 3, 2014. Should this registration statement cease to remain effective for more than ten consecutive calendar days or more than an aggregate of 15 calendar days during any 12-month period, the Company would be subject to additional liquidated damages of up to approximately $500,000. | |||||||||||||
Common Stock | |||||||||||||
The Company is authorized to issue 95,000,000 shares of common stock with a par value of $0.001 per share. | |||||||||||||
On October 29, 2013, the Company entered into a securities purchase agreement with certain accredited investors in connection with a $6.0 million registered offering of 4,228,181 shares of the Company’s common stock, fully paid prefunded warrants (“Series B Warrants”) to purchase up to 4,343,247 shares of its common stock and additional warrants (“Series A Warrants”) to purchase up to 6,857,142 shares of its common stock. The Series A Warrants are exercisable beginning on May 1, 2014 at a price of $0.85 per share and expire on May 1, 2019. The Series B Warrants are exercisable immediately for no additional consideration. The offering closed on October 31, 2013. | |||||||||||||
The holders exercised 2,000,000 and 2,343,247 on March 5, 2014 and March 7, 2014, respectively, of the Series B Warrants. There were no warrant exercises in the first quarter of 2013. | |||||||||||||
The Series A Warrants have non-standard terms as they relate to a fundamental transaction and require a net-cash settlement upon a change in control of the Company and therefore are classified as a derivative. Therefore, these warrants have been recorded at fair value at the inception date of October 31, 2013, and will be recorded at their respective fair values at each subsequent balance sheet date. Any change in value between reporting periods will be recorded as a non-operating, non-cash charge in the Statements of Operations. The change in fair value of the warrant liability for the three months ended March 31, 2014, was $137,000. | |||||||||||||
On February 12, 2013 the Company entered into an underwriting agreement with Cowen and Company, LLC, relating to the public offering of 6.1 million shares of the Company’s common stock, at a price to the public of $1.30 per share less underwriting discounts and commissions. The gross proceeds to the Company from the sale of the Common Stock totaled $7.9 million. After deducting the underwriters’ discounts and commissions and other estimated offering expenses payable by the Company, net proceeds were approximately $7.3 million. The offering closed on February 15, 2013. | |||||||||||||
In June 2012, the Company entered into a sales agreement with Cowen and Company, LLC, to sell shares of the Company’s common stock through an “at-the-market” equity offering program (the “ATM Program”), which was terminated on February 15, 2013. During the three months ended March 31, 2013, and in connection with its termination, the Company sold approximately 4.7 million shares under the ATM Program for gross and net proceeds of approximately $8.8 million and $8.5 million, respectively. During the term of the ATM Program, the Company sold a total of approximately 6.6 million shares for aggregate gross and net proceeds of approximately $14.4 million and $13.8 million, respectively. | |||||||||||||
Outstanding common stock warrants consist of the following: | |||||||||||||
Issue Date | Expiration Date | Total | Ex. Price | ||||||||||
Warrants | |||||||||||||
5/7/09 | 5/7/14 | 200,000 | $ | 11.35 | |||||||||
4/26/13 | 4/26/18 | 693,202 | $ | 1.12 | |||||||||
10/31/13 | 10/31/18 | 6,857,142 | $ | 0.85 | |||||||||
2/5/14 | 2/5/19 | 13,297,297 | $ | 0.74 | |||||||||
21,047,641 | |||||||||||||
During the three months ended March 31, 2014, the number of outstanding shares of the Company’s common stock increased from 47,501,596 to 52,107,465. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Fair Value Disclosures [Abstract] | ' | ||||||
Fair Value of Financial Instruments | ' | ||||||
11. FAIR VALUE OF FINANCIAL INSTRUMENTS | |||||||
Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value for applicable assets and liabilities, we consider the principal or most advantageous market in which we would transact and we consider assumptions market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. This guidance also establishes a fair value hierarchy to prioritize inputs used in measuring fair value as follows: | |||||||
• | Level 1: Observable inputs such as quoted prices in active markets; | ||||||
• | Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | ||||||
• | Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | ||||||
The Company’s financial instruments are cash and cash equivalents, accounts payable, and derivative warrant liabilities. The recorded values of cash equivalents and accounts payable approximate their fair values based on their short-term nature. The fair value of derivative warrant liabilities is estimated using option pricing models that are based on the individual characteristics of our warrants, preferred and common stock, the derivative warrant liability on the valuation date as well as assumptions for volatility, remaining expected life, risk-free interest rate and, in some cases, credit spread. The derivative warrant liabilities are the only recurring Level 3 fair value measures. | |||||||
A summary of quantitative information with respect to the valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of March 31, 2014 and December 31, 2013 is as follows: | |||||||
March 31, 2014 | December 31, 2013 | ||||||
Stock Price | $0.62 | $ | 0.64 | ||||
Risk-free Rate (5-year U.S. Treasury Yield) | 1.73% | 1.75 | % | ||||
Volatility (Annual) | 93.46% | 93.43 | % | ||||
Time to Maturity (Years) | 4.85-5.08 | 5.33 | |||||
Derivative warrant liabilities consist of the following: | |||||||
Fair Value | |||||||
Measurements Using | |||||||
Significant | |||||||
Unobservable Inputs | |||||||
(Level 3) | |||||||
Warrant Derivative | |||||||
Liabilities | |||||||
Beginning balance at January 1, 2014 | $ | 3,017,142 | |||||
Issuance of warrants with derivative liabilities | 5,584,865 | ||||||
Changes in estimated fair value | (137,142 | ) | |||||
Ending balance at March 31, 2014 | $ | 8,464,865 | |||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory | ' | ||||||||
Inventory consists of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
MelaFind® Systems | $ | 5,401,866 | $ | 5,401,866 | |||||
Mela record cards | 324,685 | 327,900 | |||||||
Accessories | 246,469 | 226,439 | |||||||
5,973,020 | 5,956,205 | ||||||||
Reserve for obsolete inventory | (325,000 | ) | (325,000 | ) | |||||
$ | 5,648,020 | $ | 5,631,205 | ||||||
Fixed_Assets_Tables
Fixed Assets (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||||||
Summary of Property and Equipment | ' | ||||||||||||
Property and equipment, at cost, consists of the following: | |||||||||||||
March 31, | December 31, | Estimated | |||||||||||
2014 | 2013 | Useful Life | Useful Life | ||||||||||
Leasehold improvements | $ | 905,888 | $ | 905,888 | Lease Term | Lease Term | |||||||
Laboratory and research equipment | 1,083,661 | 1,083,661 | 3-5 years | 3-5 years | |||||||||
Office furniture and equipment | 2,022,833 | 2,022,833 | 3-5 years | 3-5 years | |||||||||
MelaFind® Systems | 5,081,816 | 5,081,816 | 3 years | 3 years | |||||||||
9,094,198 | 9,094,198 | ||||||||||||
Accumulated depreciation and amortization | (6,098,945 | ) | (5,403,414 | ) | |||||||||
$ | 2,995,253 | $ | 3,690,784 | ||||||||||
Net_Loss_Per_Common_Share_Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Schedule of Common Stock Equivalents of Convertible Preferred Stock, Stock Options, Common Stock Purchase Warrants and Restricted Stock | ' | ||||||||
Potential common stock equivalents outstanding as of March 31, 2014 and March 31, 2013 consist of common stock equivalents of convertible preferred stock, stock options, common stock purchase warrants and restricted stock, which are summarized as follows: | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Common stock equivalents of convertible preferred stock | 14,642,857 | — | |||||||
Common stock options | 2,907,574 | 1,435,314 | |||||||
Common stock purchase warrants | 21,047,641 | 200,000 | |||||||
Restricted stock awards | 65,050 | — | |||||||
Total | 38,663,122 | 1,635,314 | |||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 3 Months Ended | ||||
Mar. 31, 2014 | |||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||
Schedule of Fair Value of Each Option Award Granted | ' | ||||
The fair value of each option award granted is estimated on the date of grant using the Black-Sholes option valuation model and assumptions as noted in the following table: | |||||
March 31, | |||||
2014 | 2013 | ||||
Expected life | 6.5 years | 6.5 years | |||
Expected volatility | 75.51% | 76.83% | |||
Risk-free interest rate | 2.14-2.45% | 1.25-1.38% | |||
Dividend yield | — | — |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Equity [Abstract] | ' | ||||||||||||
Schedule of Outstanding Common Stock Warrants | ' | ||||||||||||
Outstanding common stock warrants consist of the following: | |||||||||||||
Issue Date | Expiration Date | Total | Ex. Price | ||||||||||
Warrants | |||||||||||||
5/7/09 | 5/7/14 | 200,000 | $ | 11.35 | |||||||||
4/26/13 | 4/26/18 | 693,202 | $ | 1.12 | |||||||||
10/31/13 | 10/31/18 | 6,857,142 | $ | 0.85 | |||||||||
2/5/14 | 2/5/19 | 13,297,297 | $ | 0.74 | |||||||||
21,047,641 | |||||||||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 3 Months Ended | ||||||
Mar. 31, 2014 | |||||||
Fair Value Disclosures [Abstract] | ' | ||||||
Schedule of Fair Value Hierarchy | ' | ||||||
A summary of quantitative information with respect to the valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of March 31, 2014 and December 31, 2013 is as follows: | |||||||
March 31, 2014 | December 31, 2013 | ||||||
Stock Price | $0.62 | $ | 0.64 | ||||
Risk-free Rate (5-year U.S. Treasury Yield) | 1.73% | 1.75 | % | ||||
Volatility (Annual) | 93.46% | 93.43 | % | ||||
Time to Maturity (Years) | 4.85-5.08 | 5.33 | |||||
Schedule of Derivative Warrant Liabilities | ' | ||||||
Derivative warrant liabilities consist of the following: | |||||||
Fair Value | |||||||
Measurements Using | |||||||
Significant | |||||||
Unobservable Inputs | |||||||
(Level 3) | |||||||
Warrant Derivative | |||||||
Liabilities | |||||||
Beginning balance at January 1, 2014 | $ | 3,017,142 | |||||
Issuance of warrants with derivative liabilities | 5,584,865 | ||||||
Changes in estimated fair value | (137,142 | ) | |||||
Ending balance at March 31, 2014 | $ | 8,464,865 | |||||
Organization_and_Basis_of_Pres1
Organization and Basis of Presentation - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Feb. 19, 2014 | Aug. 22, 2013 | Feb. 28, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Apr. 03, 2014 | Feb. 05, 2014 | Feb. 28, 2014 | ||
Subsequent Event [Member] | Common Stock Equivalents of Convertible Preferred Stock [Member] | Common Stock Equivalents of Convertible Preferred Stock [Member] | |||||||
Investor | |||||||||
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of consecutive business days, non-compliance of minimum bid price | ' | '30 days | ' | ' | ' | ' | ' | ' | |
Minimum bid price | ' | $1 | ' | ' | ' | ' | ' | ' | |
Grace period granted by NASDAQ to regain compliance | ' | '180 days | ' | ' | ' | ' | ' | ' | |
Additional grace period | '180 days | ' | ' | ' | ' | ' | ' | ' | |
Number of purchasers of preferred stock and warrants | ' | ' | ' | ' | ' | ' | ' | 2 | |
Preferred stock, shares issued | ' | ' | ' | 12,300 | 0 | [1] | ' | 12,300 | 12,300 |
Preferred stock converted to common stock, shares | ' | ' | ' | ' | ' | ' | 14,642,857 | 14,642,857 | |
Preferred stock converted to common stock, conversion price | ' | ' | ' | ' | ' | ' | $0.84 | $0.84 | |
Warrants issued to purchase common stock | ' | ' | ' | ' | ' | ' | 13,297,297 | 13,297,297 | |
Proceeds from issuance of warrants | ' | ' | ' | ' | ' | ' | $11,400,000 | $11,400,000 | |
Warrants issued, exercise price | ' | ' | ' | ' | ' | ' | 0.74 | 0.74 | |
Warrants issued, exercisable term | ' | ' | ' | ' | ' | ' | '5 years | '5 years | |
Purchasers granted rights | ' | ' | '1 year | ' | ' | ' | ' | ' | |
Common stock purchased, shares | ' | ' | 202,703 | ' | ' | ' | ' | ' | |
Common stock purchased, share price | ' | ' | $0.74 | ' | ' | ' | ' | ' | |
Proceeds from common stock purchased | ' | ' | 150,000 | ' | ' | ' | ' | ' | |
Liquidated damages paid | ' | ' | ' | -3,389,940 | ' | ' | ' | ' | |
Registration rights agreement description | ' | ' | ' | 'Under the terms of the Registration Rights Agreement, the Company filed a registration statement on March 18, 2014, which was declared effective by the SEC on April 3, 2014. Should this registration statement cease to remain effective for more than ten consecutive calendar days or more than an aggregate of 15 calendar days during any 12-month period, the Company would be subject to additional liquidated damages of up to approximately $500,000 | ' | ' | ' | ' | |
Additional liquidated damages payable | ' | ' | ' | ' | ' | $500,000 | ' | ' | |
[1] | Derived from the audited balance sheet as of December 31, 2013 |
Inventories_Additional_Informa
Inventories - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Inventory [Line Items] | ' | ' |
Inventory, Gross | $5,973,020 | $5,956,205 |
MelaFind Systems [Member] | ' | ' |
Inventory [Line Items] | ' | ' |
Inventory, Gross | $5,401,866 | $5,401,866 |
Inventories_Schedule_of_Invent
Inventories - Schedule of Inventory (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
Inventory [Line Items] | ' | ' | |
Inventory, Gross | $5,973,020 | $5,956,205 | |
Reserve for obsolete inventory | -325,000 | -325,000 | [1] |
Inventory, Net | 5,648,020 | 5,631,205 | [1] |
MelaFind Systems [Member] | ' | ' | |
Inventory [Line Items] | ' | ' | |
Inventory, Gross | 5,401,866 | 5,401,866 | |
Mela Record Cards [Member] | ' | ' | |
Inventory [Line Items] | ' | ' | |
Inventory, Gross | 324,685 | 327,900 | |
Accessories [Member] | ' | ' | |
Inventory [Line Items] | ' | ' | |
Inventory, Gross | $246,469 | $226,439 | |
[1] | Derived from the audited balance sheet as of December 31, 2013 |
Fixed_Assets_Additional_Inform
Fixed Assets - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Inventory, Gross | $5,973,020 | $5,956,205 |
MelaFind Systems [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Inventory, Gross | $5,401,866 | $5,401,866 |
Fixed_Assets_Summary_of_Proper
Fixed Assets - Summary of Property and Equipment (Detail) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2013 | ||
Property, Plant and Equipment [Line Items] | ' | ' | |
Gross | $9,094,198 | $9,094,198 | |
Accumulated depreciation and amortization | -6,098,945 | -5,403,414 | |
Net | 2,995,253 | 3,690,784 | [1] |
Leasehold Improvements [Member] | ' | ' | |
Property, Plant and Equipment [Line Items] | ' | ' | |
Gross | 905,888 | 905,888 | |
Estimated Useful Life | 'Lease Term | ' | |
Useful Life | 'Lease Term | ' | |
Laboratory and Research Equipment [Member] | ' | ' | |
Property, Plant and Equipment [Line Items] | ' | ' | |
Gross | 1,083,661 | 1,083,661 | |
Estimated Useful Life | '3-5 years | ' | |
Office Furniture and Equipment [Member] | ' | ' | |
Property, Plant and Equipment [Line Items] | ' | ' | |
Gross | 2,022,833 | 2,022,833 | |
Estimated Useful Life | '3-5 years | ' | |
MelaFind Systems [Member] | ' | ' | |
Property, Plant and Equipment [Line Items] | ' | ' | |
Gross | $5,081,816 | $5,081,816 | |
Estimated Useful Life | '3 years | ' | |
Useful Life | '3 years | ' | |
Minimum [Member] | Laboratory and Research Equipment [Member] | ' | ' | |
Property, Plant and Equipment [Line Items] | ' | ' | |
Useful Life | '3 years | ' | |
Minimum [Member] | Office Furniture and Equipment [Member] | ' | ' | |
Property, Plant and Equipment [Line Items] | ' | ' | |
Useful Life | '3 years | ' | |
Maximum [Member] | Laboratory and Research Equipment [Member] | ' | ' | |
Property, Plant and Equipment [Line Items] | ' | ' | |
Useful Life | '5 years | ' | |
Maximum [Member] | Office Furniture and Equipment [Member] | ' | ' | |
Property, Plant and Equipment [Line Items] | ' | ' | |
Useful Life | '5 years | ' | |
[1] | Derived from the audited balance sheet as of December 31, 2013 |
Net_Loss_Per_Common_Share_Sche
Net Loss Per Common Share - Schedule of Common Stock Equivalents of Convertible Preferred Stock, Stock Options, Common Stock Purchase Warrants and Restricted Stock (Detail) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Potential common stock equivalents | 38,663,122 | 1,635,314 |
Common Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Potential common stock equivalents | 2,907,574 | 1,435,314 |
Warrants Derivative Liabilities [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Potential common stock equivalents | 21,047,641 | 200,000 |
Restricted Stock Awards [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Potential common stock equivalents | 65,050 | ' |
Common Stock Equivalents of Convertible Preferred Stock [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Potential common stock equivalents | 14,642,857 | ' |
Comprehensive_Loss_Additional_
Comprehensive Loss - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Net Income Loss [Abstract] | ' | ' |
Comprehensive income (loss) | $0 | $0 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Expiry period of option plan | '10 years |
StockBased_Compensation_Schedu
Stock-Based Compensation - Schedule of Fair Value of Each Option Award Granted (Detail) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Expected life | '6 years 6 months | '6 years 6 months |
Expected volatility | 75.51% | 76.83% |
Risk-free interest rate - Minimum | 2.14% | 1.25% |
Risk-free interest rate - Maximum | 2.45% | 1.38% |
Dividend yield | ' | ' |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||||
Sep. 10, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 15, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 15, 2013 | Mar. 31, 2014 | Sep. 10, 2013 | |
Warrant Obligation [Member] | Warrant Obligation [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Hercules Technology Growth Capital Inc. [Member] | Hercules Technology Growth Capital Inc. [Member] | Hercules Technology Growth Capital Inc. [Member] | |||||
Warrant Obligation [Member] | Warrant Obligation [Member] | ||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,000,000 | ' | ' |
Accrued interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.45% | ' | ' |
Maturity period of loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '42 months | ' | ' |
Time period of interest payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'First 12 months | ' |
Prepayment of loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,400,000 |
Term fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 425,000 |
Prepayment penalty | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 180,000 | ' |
Warrants issued to purchase common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 693,202 | ' | ' |
Warrants issued to purchase common stock, exercise price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.12 | ' | ' |
Expiry date for warrant outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26-Apr-18 | ' |
Warrant issuance date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25-Apr-13 | ' |
Fair value of warrant obligation | ' | ' | ' | 563,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial carrying value of the loan | ' | ' | ' | 5,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes in fair value of warrants | ' | 137,000 | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' |
Stock prices | ' | ' | ' | ' | ' | ' | ' | $1.16 | ' | $1.18 | ' | ' | ' |
Volatility | ' | 93.46% | 93.43% | ' | 77.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity period | ' | ' | '5 years 3 months 29 days | ' | '5 years | ' | '4 years 10 months 6 days | ' | '5 years 29 days | ' | ' | ' | ' |
Exercise prices | ' | $0.62 | $0.64 | ' | ' | ' | ' | $1.15 | ' | $1.16 | ' | ' | ' |
Risk free interest rate of return | ' | 1.73% | 1.75% | ' | 0.84% | ' | ' | ' | ' | ' | ' | ' | ' |
Change in underlying unobservable inputs | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Initial loan discount amount | ' | 727,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on early extinguishment of debt | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | Oct. 29, 2013 | Feb. 05, 2014 | Feb. 28, 2014 | Mar. 31, 2014 | Feb. 12, 2013 | Apr. 03, 2014 | Mar. 07, 2014 | Mar. 05, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Oct. 29, 2013 | Oct. 29, 2013 | Mar. 31, 2014 | ||
Common Stock Equivalents of Convertible Preferred Stock [Member] | Common Stock Equivalents of Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Shelf Registration Statement [Member] | Subsequent Event [Member] | Series B Prefunded Warrants [Member] | Series B Prefunded Warrants [Member] | Series B Prefunded Warrants [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Series B Prefunded Warrants [Member] | Series A Warrants [Member] | Series A Warrants [Member] | |||||
ATM Program [Member] | ATM Program [Member] | ||||||||||||||||||
Securities Financing Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | $0.10 | $0.10 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | 12,300 | 0 | [1] | ' | 12,300 | 12,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | ' | ' | ' | $0.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Preferred stock stated value, per share | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Preferred stock converted to common stock, shares | ' | ' | ' | 14,642,857 | 14,642,857 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Preferred stock converted to common stock, conversion price | ' | ' | ' | $0.84 | $0.84 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Warrants issued to purchase common stock | ' | ' | ' | 13,297,297 | 13,297,297 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Proceeds from issuance of warrants | ' | ' | ' | $11,400,000 | $11,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Warrants issued to purchase common stock, exercise price | ' | ' | ' | 0.74 | 0.74 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.85 | ' | |
Warrants issued, exercisable term | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Derivative fair value inception date | 5-Feb-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Liquidated damages paid | -3,389,940 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Registration rights agreement description | 'Under the terms of the Registration Rights Agreement, the Company filed a registration statement on March 18, 2014, which was declared effective by the SEC on April 3, 2014. Should this registration statement cease to remain effective for more than ten consecutive calendar days or more than an aggregate of 15 calendar days during any 12-month period, the Company would be subject to additional liquidated damages of up to approximately $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Additional liquidated damages payable | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Common stock, shares authorized | 95,000,000 | 95,000,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | $0.00 | $0.00 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued | 52,107,465 | 47,501,596 | [1] | 4,228,181 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to purchase common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,343,247 | 6,857,142 | ' | |
Proceeds from issuance of common stock and warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | |
Warrants exercisable date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-May-14 | |
Warrants expiry date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-May-19 | |
Offering closed date | ' | ' | ' | ' | ' | 31-Oct-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Warrants exercised | ' | ' | ' | ' | ' | ' | ' | ' | 2,343,247 | 2,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | |
Change in fair value of warrant liability | 137,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Public offering of common stock shares under underwriting agreement | ' | ' | ' | ' | ' | ' | 6,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Initial public offering price per share | ' | ' | ' | ' | ' | ' | $1.30 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Gross proceeds from sale of common stock | ' | ' | ' | ' | ' | ' | 7,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Net proceeds from sale of common stock | ' | ' | ' | ' | ' | ' | 7,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Sales agreement termination date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Feb-13 | ' | ' | ' | |
Number of common stock issued through company ATM program | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,700,000 | ' | 6,600,000 | ' | ' | ' | |
Gross proceeds from sale of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,800,000 | ' | 14,400,000 | ' | ' | ' | |
Net proceeds from sale of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,500,000 | ' | $13,800,000 | ' | ' | ' | |
Number of outstanding common stock shares increased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,501,596 | ' | 52,107,465 | ' | ' | ' | ' | |
[1] | Derived from the audited balance sheet as of December 31, 2013 |
Stockholders_Equity_Schedule_o
Stockholders' Equity - Schedule of Outstanding Common Stock Warrants (Detail) | Mar. 31, 2014 |
Class of Warrant or Right [Line Items] | ' |
Total Warrants | 21,047,641 |
Ex. Price $ 11.35 [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Issue Date | 7-May-09 |
Expiration Date | 7-May-14 |
Total Warrants | 200,000 |
Ex. Price | 11.35 |
Ex. Price $ 1.12 [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Issue Date | 26-Apr-13 |
Expiration Date | 26-Apr-18 |
Total Warrants | 693,202 |
Ex. Price | 1.12 |
Ex. Price $ 0.85 [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Issue Date | 31-Oct-13 |
Expiration Date | 31-Oct-18 |
Total Warrants | 6,857,142 |
Ex. Price | 0.85 |
Ex. Price $ 0.74 [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Issue Date | 5-Feb-14 |
Expiration Date | 5-Feb-19 |
Total Warrants | 13,297,297 |
Ex. Price | 0.74 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Schedule of Fair Value Hierarchy (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Stock Price | $0.62 | $0.64 |
Risk-free Rate | 1.73% | 1.75% |
Volatility (Annual) | 93.46% | 93.43% |
Time to maturity (Years) | ' | '5 years 3 months 29 days |
Minimum [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Time to maturity (Years) | '4 years 10 months 6 days | ' |
Maximum [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Time to maturity (Years) | '5 years 29 days | ' |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments - Schedule of Derivative Warrant Liabilities (Detail) (Significant Unobservable Inputs (Level 3) [Member], Warrants Derivative Liabilities [Member], USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Significant Unobservable Inputs (Level 3) [Member] | Warrants Derivative Liabilities [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Beginning balance at January 1, 2014 | $3,017,142 |
Issuance of warrants with derivative liabilities | 5,584,865 |
Changes in estimated fair value | -137,142 |
Ending balance at March 31, 2014 | $8,464,865 |