Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 04, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | Interpace Diagnostics Group, Inc. | |
Entity Central Index Key | 1,054,102 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 22,163,604 | |
Trading Symbol | IDXG | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 14,265 | $ 602 |
Accounts receivable, net | 2,696 | 2,209 |
Other current assets | 1,376 | 1,415 |
Current assets from discontinued operations | 14 | |
Total current assets | 18,337 | 4,240 |
Property and equipment, net | 644 | 929 |
Other intangible assets, net | 34,732 | 36,358 |
Other long-term assets | 31 | 251 |
Total assets | 53,744 | 41,778 |
Current liabilities: | ||
Accounts payable | 1,032 | 2,326 |
Accrued salary and bonus | 1,240 | 3,551 |
Other accrued expenses | 6,212 | 6,236 |
Current liabilities from discontinued operations | 2,371 | 4,128 |
Total current liabilities | 10,855 | 16,241 |
Contingent consideration | 1,366 | 7,254 |
Long-term debt, net of debt discount | 7,908 | |
Other long-term liabilities | 5,181 | 3,844 |
Total liabilities | 17,402 | 35,247 |
Commitments and contingencies (Note 6) | ||
Stockholders’ equity: | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 20,152,954 and 2,230,506 shares issued, respectively; 20,088,604 and 2,176,252 shares outstanding, respectively | 201 | 22 |
Additional paid-in capital | 161,288 | 127,736 |
Accumulated deficit | (123,476) | (119,584) |
Accumulated other comprehensive income | ||
Treasury stock, at cost (64,350 and 54,254 shares, respectively) | (1,671) | (1,643) |
Total stockholders' equity | 36,342 | 6,531 |
Total liabilities and stockholders' equity | $ 53,744 | $ 41,778 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 20,152,954 | 2,230,506 |
Common stock, shares outstanding | 20,088,604 | 2,176,252 |
Treasury stock, shares | 64,350 | 54,254 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 3,855 | $ 3,612 | $ 7,325 | $ 6,647 |
Cost of revenue (excluding amortization of $813 and $970 for the three months and $1,626 and $1,939 for the six months, respectively) | 1,879 | 1,842 | 3,651 | 3,020 |
Gross profit | 1,976 | 1,770 | 3,674 | 3,627 |
Operating expenses: | ||||
Sales and marketing | 1,555 | 1,322 | 2,691 | 2,904 |
Research and development | 413 | 357 | 719 | 680 |
General and administrative | 2,793 | 2,015 | 4,315 | 4,797 |
Acquisition related amortization expense | 813 | 970 | 1,626 | 1,939 |
Change in fair value of contingent consideration | (5,776) | |||
Total operating expenses | 5,574 | 4,664 | 3,575 | 10,320 |
Operating (loss) income | (3,598) | (2,894) | 99 | (6,693) |
Interest expense | (216) | (858) | (469) | (1,062) |
Loss on extinguishment of debt | (2,731) | (4,278) | ||
Other (loss) income , net | (8) | 3 | (44) | 10 |
Loss from continuing operations before tax | (6,553) | (3,749) | (4,692) | (7,745) |
Benefit for income taxes | (301) | (236) | (298) | (227) |
Loss from continuing operations | (6,252) | (3,513) | (4,394) | (7,518) |
(Loss) income from discontinued operations, net of tax | (54) | 1,179 | 502 | 398 |
Net loss | (6,306) | (2,334) | (3,892) | (7,120) |
Net Loss and Comprehensive Loss | $ (6,306) | $ (2,334) | $ (3,892) | $ (7,120) |
Basic (loss) income per share of common stock: | ||||
From continuing operations | $ (0.65) | $ (1.93) | $ (0.64) | $ (4.19) |
From discontinued operations | (0.01) | 0.65 | 0.07 | 0.22 |
Net (loss) income per basic share of common stock | (0.65) | (1.29) | (0.57) | (3.96) |
Diluted (loss) income per share of common stock: | ||||
From continuing operations | (0.65) | (1.93) | (0.64) | (4.19) |
From discontinued operations | (0.01) | 0.65 | 0.07 | 0.22 |
Net (loss) income per diluted share of common stock | $ (0.65) | $ (1.29) | $ (0.57) | $ (3.96) |
Weighted average number of common shares and common share equivalents outstanding: | ||||
Basic | 9,657,000 | 1,816,000 | 6,877,000 | 1,796,000 |
Diluted | 9,657,000 | 1,816,000 | 6,877,000 | 1,796,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Cost of revenue, amortization | $ 813 | $ 970 | $ 1,626 | $ 1,939 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - 6 months ended Jun. 30, 2017 - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2016 | $ 22 | $ (1,643) | $ 127,736 | $ (119,584) | $ 6,531 |
Balance, shares at Dec. 31, 2016 | 2,230,000 | 54,000 | |||
Common stock issued | $ 1 | 1 | |||
Common stock issued, shares | 34,000 | ||||
Common stock issued through offerings | $ 126 | 13,152 | 13,278 | ||
Common stock issued through offerings, shares | 12,693,000 | ||||
Shares issued in debt exchange | $ 38 | 11,605 | 11,643 | ||
Shares issued in debt exchange, shares | 3,795,000 | ||||
Exercise of warrants | $ 14 | 1,252 | 1,266 | ||
Exercise of warrants, shares | 1,400,000 | ||||
Treasury stock purchased | $ (28) | (28) | |||
Treasury stock purchased, shares | 10,000 | ||||
Issuance of warrants | 7,337 | 7,337 | |||
Stock-based compensation expense | 206 | 206 | |||
Net income (loss) | (3,892) | (3,892) | |||
Balance at Jun. 30, 2017 | $ 201 | $ (1,671) | $ 161,288 | $ (123,476) | $ 36,342 |
Balance, shares at Jun. 30, 2017 | 20,152,000 | 64,000 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows Used in Operating Activities | ||
Net loss | $ (3,892) | $ (7,120) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,937 | 2,390 |
Realignment accrual accretion | 23 | |
Interest accretion | 271 | 1,062 |
Provision for bad debt | 25 | 169 |
Mark to market on warrants | 76 | |
Amortization of debt issuance costs | 117 | |
Mark to market on derivatives | 61 | |
Loss on extinguishment of debt | 4,278 | |
Reversal of severance accrual | (2,034) | |
Stock-based compensation | 206 | 88 |
Change in fair value of contingent consideration | (5,776) | |
Other (gains), losses and expenses, net | (4) | |
Other changes in assets and liabilities: | ||
(Increase) decrease  in accounts receivable | (512) | 4,755 |
Decrease in unbilled receivable | 16 | |
Decrease (increase) in other current assets | 53 | (141) |
Decrease in other long-term assets | 220 | 627 |
Decrease in accounts payable | (1,358) | (1,070) |
Decrease in unearned contract revenue | (11) | |
Decrease in accrued salaries and bonus | (1,549) | (633) |
Decrease in accrued liabilities | (892) | (4,957) |
Increase (decrease) in long-term liabilities | 94 | (465) |
Net cash used in operating activities | (8,675) | (5,271) |
Cash Flows From Investing Activities | ||
Purchase of property and equipment | ||
Net cash used in investing activities | ||
Cash Flows From Financing Activities | ||
Issuance of common stock, net of expenses | 22,366 | |
Cash paid for repurchase of restricted shares | (28) | |
Net cash provided by financing activities | 22,338 | |
Net increase (decrease) in cash and cash equivalents | 13,663 | (5,271) |
Cash and cash equivalents – beginning | 602 | 8,310 |
Cash and cash equivalents – ending | 14,265 | 3,039 |
Cash paid for interest |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION The accompanying unaudited interim condensed consolidated financial statements and related notes (the “Interim Financial Statements”) should be read in conjunction with the consolidated financial statements of Interpace Diagnostics Group, Inc. (the “Company” or “Interpace”) , and its wholly-owned subsidiaries, Interpace Diagnostics Corporation, Interpace Diagnostics Lab, Inc. and Interpace Diagnostics, LLC, and related notes as included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2017, as amended on April 28, 2017. Interim Financial Statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The Interim Financial Statements include all normal recurring adjustments that, in the judgment of management, are necessary for a fair presentation of such interim financial statements. Discontinued operations include the Company's wholly owned subsidiaries: Group DCA, LLC (“Group DCA”); InServe Support Solutions (“Pharmakon”); and TVG, Inc. (“TVG”, dissolved December 31, 2014) and its Commercial Services Organization (“CSO”) business unit which was sold on December 22, 2015. All significant intercompany balances and transactions have been eliminated in consolidation. Operating results for the three and six-month periods ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. |
Liquidity
Liquidity | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity | 2. LIQUIDITY The accompanying consolidated financial statements have been prepared on a basis that assumes that the Company will continue as a going concern and that contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of June 30, 2017, the Company had cash and cash equivalents of $14.3 million, net accounts receivable of $2.7 million, current assets of $18.3 million and current liabilities of $10.9 million. For the six months ended June 30, 2017, the Company had a net loss of $3.9 million and cash used in operating activities was $8.6 million. During the six months ended June 30, 2017, the Company closed on four equity offerings raising gross proceeds of $25.9 million. The details are as follows: ● On January 6, 2017, the Company completed a registered direct public offering (the “Second Registered Direct Offering”), to sell 630,000 shares of its common stock at a price of $6.81 per share to certain institutional investors, which resulted in gross proceeds to the Company of approximately $4.2 million. ● On January 25, 2017, the Company completed a registered direct public offering (the “Third Registered Direct Offering”), to sell 855,000 shares of its common stock and a concurrent private placement of warrants to purchase 855,000 shares of its common stock (the “Concurrent Warrants”), to the same investors participating in the Third Registered Direct Offering, or the Private Placement. The Concurrent Warrants and the shares of its common stock issuable upon the exercise of the Concurrent Warrants were not registered under the Securities Act and were sold pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The shares of common stock sold in the Third Registered Direct Offering and the Concurrent Warrants issued in the concurrent Private Placement were issued separately but sold together at a combined purchase price of $4.69 per share of common stock and accompanying Concurrent Warrant. The Third Registered Direct Offering and the Private Placement together resulted in gross proceeds to the Company of approximately $4.0 million. The Company used approximately $1.0 million of the proceeds to satisfy the obligations due to five former senior executives. ● On February 8, 2017, the Company completed an underwritten, confidentially marketed public offering (“CMPO”), to sell 1,200,000 shares of its common stock at a price of $3.00 per share. In addition, the Company granted the underwriters an option to purchase up to an additional 9% of the total number of shares of common stock sold by the Company in the CMPO, solely for the purpose of covering over-allotments, if any. The underwriters exercised the over-allotment option in full. The CMPO resulted in gross proceeds to the Company of approximately $3.9 million. ● On June 21, 2017, pursuant to its S-1 filing of its preliminary prospectus to register shares on May 22, 2017, as amended thereafter, the Company completed a public offering for 9,900,000 shares of common stock together with an equal number of common warrants (the “Base Warrants”), to purchase shares of its common stock (and the shares of common stock that are issuable from time to time upon exercise of the common warrants) for $1.10 per share. Each Base Warrant upon exercise at a price of $1.25 will result in the issuance of one share of common stock to the holder. A public trading market for the Base Warrants was established on July 5, 2017 on the OTC market under the trading symbol IDGGW. As part of the offering (the “Offering”), which closed on June 21, 2017, the related underwriters purchased the full over-allotment of 1,875,000 Base Warrants available to them for the specified $.01 per warrant. 2,600,000 of Pre-Funded Warrants were also sold at the specified $1.09 per warrant. The combined gross proceeds of the June 21 st As part of our acquisition of RedPath Integrated Pathology, Inc., we issued a non-negotiable subordinated secured, non-interest bearing, promissory note, dated as of October 31, 2014, with an aggregate principal amount of $10.7 million outstanding (the “RedPath Note”). In December 2016 we repaid $1.33 million in principal of the RedPath Note resulting in an outstanding balance of $9.34 million. The RedPath Note was subsequently acquired by an institutional investor for $8.87 million on March 22, 2017. Also on that date we and the investor exchanged the RedPath Note for a senior secured convertible note in the aggregate principal amount of $5.32 million and a senior secured non-convertible note in the aggregate principal amount of $3.55 million. On April 18, 2017, we and the investor exchanged the senior secured non-convertible note for $3.55 million of our senior secured convertible note. Between March 23, 2017 and April 18, 2017, the senior secured convertible notes were converted in full for 3,795,429 shares of our common stock. We no longer have any outstanding secured debt, and any security interests and liens related to our former secured debt have been fully released. The Company entered into a Credit Agreement with SCM Specialty Finance Opportunities Fund, L.P. (the “Credit Agreement”) on September 28, 2016 for $1.2 million. The Credit Agreement contains customary representations and warranties in favor of the Lender and certain covenants, including, among other things, financial covenants relating to loan turnover rates, liquidity and revenue targets. As of June 30, 2017 the Company is renegotiating terms of the Credit Agreement and has not borrowed any funds under the Credit Agreement. While the Company has increased its cash balance and has made significant reductions in indebtedness, the Company is not cash flow positive from operations. The Company intends to meet its capital needs by driving revenue growth, containing costs, entering into strategic alliances as well as exploring other options, including the possibility of raising additional debt or equity capital. There is no assurance the Company will be successful in meeting its capital requirements prior to becoming cash flow positive. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experience, facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include best estimate of selling price in multiple element arrangements, valuation allowances related to deferred income taxes, self-insurance loss accruals, allowances for doubtful accounts and notes, income tax accruals, acquisition accounting, asset impairments and facilities realignment accruals. The Company periodically reviews these matters and reflects changes in estimates as appropriate. Actual results could materially differ from those estimates. Revenue Recognition Through the Company's molecular diagnostics business, the Company aims to provide physicians and patients with diagnostic options for detecting genetic and other molecular alterations that are associated with gastrointestinal and endocrine cancers, which are principally focused on early detection of patients at high risk of cancer. Customers in the Company's molecular diagnostics business consist primarily of physicians, hospitals and clinics. We recognize revenue from services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement or contract exists; services have been rendered; the selling price is fixed or determinable; and collectability is reasonably assured. The Company’s services are generally fulfilled upon completion of the test and after the review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payer or hospital. We recognize revenue on an accrual basis when we are able to make a reasonable estimate of reimbursement at the time delivery is complete. In the first period in which revenue is accrued for a particular payer or test, there generally is a one-time increase in revenue. Until we have contracts with payers or can reasonably estimate the amount that will ultimately be received, we recognize the related revenue on the cash basis. Because the timing and amount of cash payments received from payers as well as one-time increases in revenue from newly accrued payers are difficult to predict, we expect that our revenue may fluctuate significantly in any given quarter. The Company currently recognizes revenue and accounts receivable related to billings for Medicare and Medicare Advantage, on an accrual basis, net of contractual adjustment, as well as for hospitals (direct-bill clients), when collectability is reasonably assured. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by Medicare and Medicare Advantage, or the amounts billed to hospitals. Specifically by test, Pancragen revenues have been recorded on the accrual basis in each of these categories since its acquisition in 2014. ThyGenX ® ® The Company also provides services by way of commercial insurance carriers or governmental programs that may or may not have a contract or coverage in place for its proprietary tests. As contracts and coverage progress for payers in these categories, the Company will evaluate their collection history to determine the appropriate time to begin to recognized specific payers on the accrual basis as well. Currently, all are recognized on the cash basis. The Company does not enter into direct agreements with patients that commit them to pay any portion of the cost of the tests in the event that their commercial insurance carrier or governmental program does not pay the Company for its services; however, the Company does offer patients that do not have adequate insurance coverage the opportunity to pay cash for our services at a reduced rate. Accounts Receivable The Company recognizes Accounts Receivable as revenue is accrued, based upon its criteria for revenue recognition. The Company also records an Allowance for Doubtful Accounts based on the collection history for its accrual basis payers. For non-paying roster accounts, balances are generally written off after twelve months. Medicare and Medicare Advantage accounts are currently written off after eighteen months to allow for the appeal process, which in some cases requires several appeals prior to collection. Other Current Assets Other current assets consisted of the following as of June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Indemnification assets $ 875 $ 875 Other receivables 303 325 Other 198 215 $ 1,376 $ 1,415 Long-Lived Assets, including Finite-Lived Intangible Assets Finite-lived intangible assets are stated at cost less accumulated amortization. Amortization of finite-lived acquired intangible assets is recognized on a straight-line basis, using the estimated useful lives of the assets of approximately two years to nine years in acquisition related amortization expense in the consolidated statements of comprehensive loss. The Company reviews the recoverability of long-lived assets and finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to its fair value measured by future discounted cash flows. This analysis requires estimates of the amount and timing of projected cash flows and, where applicable, judgments associated with, among other factors, the appropriate discount rate. Such estimates are critical in determining whether any impairment charge should be recorded and the amount of such charge if an impairment loss is deemed to be necessary. Discontinued Operations The Company accounts for business dispositions and its businesses held for sale in accordance with ASC 205-20, Discontinued Operations. ASC 205-20 requires the results of operations of business dispositions to be segregated from continuing operations and reflected as discontinued operations in current and prior periods. See Note 11, Discontinued Operations Basic and Diluted Net (Loss) Income per Share A reconciliation of the number of shares of common stock used in the calculation of basic and diluted (loss) income per share for the three- and six-month periods ended June 30, 2017 and 2016 is as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Basic weighted average number of common shares 9,657 1,816 6,877 1,796 Potential dilutive effect of stock-based awards - - - - Diluted weighted average number of common shares 9,657 1,816 6,877 1,796 The following outstanding stock-based awards were excluded from the computation of the effect of dilutive securities on (loss) income per share for the following periods because they would have been anti-dilutive: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Options 323 - 323 - Stock-settled stock appreciation rights (SARs) 85 103 85 103 Restricted stock and restricted stock units (RSUs) 68 123 68 123 Warrants 17,105 - 17,105 - 17,581 226 17,581 226 |
Other Intangible Assets
Other Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets | 4. OTHER INTANGIBLE ASSETS The net carrying value of the identifiable intangible assets as of June 30, 2017 and December 31, 2016 are as follows: As of June 30, 2017 As of December 31, 2016 Life Carrying Carrying (Years) Amount Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 Pancreas - - - Biobank - - - RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett's test 9 18,351 18,351 Total $ 43,011 $ 43,011 Diagnostic lab: CLIA Lab 2.3 $ 609 $ 609 Accumulated Amortization $ (8,888 ) $ (7,262 ) Net Carrying Value $ 34,732 $ 36,358 Amortization expense was approximately $0.8 million and $1.0 million for the three-month periods ended June 30, 2017 and 2016, respectively, and approximately $1.6 million and $1.9 million for the six-month periods ended June 30, 2017 and 2016, respectively. Amortization of our diagnostic assets begins upon launch of the product. Estimated amortization expense for the next five years is as follows, based on current assumptions of future product launches: 2017 2018 2019 2020 2021 $ 3,252 $ 3,252 $ 5,292 $ 5,292 $ 4,908 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. FAIR VALUE MEASUREMENTS The Company’s financial assets and liabilities reflected at fair value in the consolidated financial statements include: cash and cash equivalents; short-term investments; accounts receivable; other current assets; accounts payable; and contingent consideration. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods, including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based upon observable inputs used in the valuation techniques, the Company is required to provide information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values into three broad levels as follows: Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third-party pricing services for identical or similar assets or liabilities. Level 3: Valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below: As of June 30, 2017 Fair Value Measurements Carrying Fair As of June 30, 2017 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 14,265 $ 14,265 $ 14,265 $ - $ - $ 14,265 $ 14,265 $ 14,265 $ - $ - Liabilities: Contingent consideration: Asuragen $ 1,601 $ 1,601 $ - $ - $ 1,601 Warrant liability: Pre-Funded $ 1,061 $ 1,061 $ - $ - $ 1,061 Underwriters 432 432 - - 432 $ 3,094 $ 3,094 $ - $ - $ 3,094 As of December 31, 2016 Fair Value Measurements Carrying Fair As of December 31, 2016 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 602 $ 602 $ 602 $ - $ - $ 602 $ 602 $ 602 $ - $ - Liabilities: Contingent consideration: Asuragen $ 1,545 $ 1,545 $ - $ - $ 1,545 RedPath 5,969 5,969 - - 5,969 $ 7,514 $ 7,514 $ - $ - $ 7,514 The fair value of cash and cash equivalents and marketable securities is valued using market prices in active markets (level 1). As of June 30, 2017, the Company did not have any marketable securities in less active markets (level 2) or without observable market values that would require a high level of judgment to determine fair value (level 3). In connection with the acquisition of certain assets from Asuragen and the acquisition of RedPath, the Company recorded contingent consideration related to contingent payments and other revenue based payments. The Company determined the fair value of the contingent consideration based on a probability-weighted income approach derived from revenue estimates. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement. On March 22, 2017, the Company entered into a Termination Agreement with the RedPath Equityholder Representative. Under the terms of the Termination Agreement, the RedPath Equityholder Representative agreed to terminate all royalty and milestone rights under the contingent consideration agreement. As a result the Company reversed approximately $6.0 million in Redpath contingent consideration liabilities in the first quarter of 2017, of which $5.8 million was a reversal within operating expenses in the Condensed Consolidated Statement of Comprehensive Income (Loss). On March 23, 2017, in connection with the Company entering into the Exchange Agreement, related to the RedPath Note (See Note 2 and Note 12) with the Investor, an embedded conversion option derivative liability was recorded due to a certain embedded conversion feature. The embedded conversion option is considered a liability and valued using the Black-Scholes Option-Pricing Model, the inputs for which include exercise price of the conversion feature, market price of the underlying common shares, expected term, volatility based on the Company’s historical market price, and the risk-free rate corresponding to the expected term of the Exchange Agreement. Any changes to the estimated fair value of this liability were recorded in Interest Expense. Between March 23, 2017 and April 18, 2017, the Investor had fully converted all outstanding debt, and as a result there are no liabilities remaining as of June 30, 2017. On June 21, 2017, the Company closed on an Offering (See Note 2), issuing both Pre-Funded Warrants and Underwriters Warrants to purchase 2,600,000 shares and 575,000 shares of the Company’s common stock, respectively. Both the Pre-Funded and Underwriters Warrants include a cash settlement feature in the event of certain circumstances. Accordingly, both the Pre-Funded and Underwriters Warrants are classified as liabilities, and were fair valued using the Black Scholes Option-Pricing Model, the inputs for which include exercise price of the respective warrants, market price of the underlying common shares, expected term, volatility based on the Company’s historical market price, and the risk-free rate corresponding to the expected term of the Exchange Agreement. Any changes to the fair value of the warrant liabilities were recorded to Interest Expense. The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the Pre-Funded Warrant liability as of June 30, 2017: June 30, 2017 Market Price $ 0.89 Exercise Price $ 0.01 Risk-free interest rate 1.75 % Expected volatility 134.21 % Expected life in years 5.0 Expected dividend yield 0.00 % The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the Underwriters Warrant liability as of June 30, 2017: June 30, 2017 Market Price $ 0.89 Exercise Price $ 1.32 Risk-free interest rate 1.75 % Expected volatility 134.21 % Expected life in years 5.0 Expected dividend yield 0.00 % A roll forward of the carrying value of the contingent consideration, embedded conversion option and warrant liabilities from continuing operations from January 1, 2017 to June 30, 2017 is as follows: 2017 January 1, Initial Liability Payments Accretion Cancellation of Obligation/ Conversions Exercises Mark to Market June 30, Asuragen $ 1,545 $ (25 ) $ 81 $ - $ - $ 1,601 Redpath 5,969 - - (5,969 ) - - Embedded conversion option - 208 - - (269 ) 61 - Pre-Funded Warrants - 2,247 - - (1,252 ) 66 1,061 Underwriters Warrants - 422 - - - 10 432 $ 7,514 $ 2,877 $ (25 ) $ 81 $ (7,490 ) $ 137 $ 3,094 Market Price $ 2.63 Exercise Price $ 2.44 Risk-free interest rate 0.99 % Expected volatility 234.05 % Expected life in years 1.25 Expected dividend yield 0.00 % The Company considers carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. Certain of the Company’s non-financial assets, such as other intangible assets, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. COMMITMENTS AND CONTINGENCIES Litigation Due to the nature of the businesses in which the Company is engaged it is subject to certain risks. Such risks include, among others, risk of liability for personal injury or death to persons using products the Company promotes or commercializes. There can be no assurance that substantial claims or liabilities will not arise in the future due to the nature of the Company’s business activities and recent increases in litigation related to healthcare products. As part of the closeout of its CSO business, the Company seeks to reduce its potential liability under its service agreements through measures such as contractual indemnification provisions with customers (the scope of which may vary from customer to customer, and the performance of which is not secured) and insurance. The Company could, however, also be held liable for errors and omissions of its employees in connection with the services it performs that are outside the scope of any indemnity or insurance policy. The Company could be materially adversely affected if it were required to pay damages or incur defense costs in connection with a claim that is outside the scope of an indemnification agreement; if the indemnity, although applicable, is not performed in accordance with its terms; or if the Company’s liability exceeds the amount of applicable insurance or indemnity. The Company routinely assesses its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where the Company assesses the likelihood of loss as probable. The Company accrues for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. In addition, in the event the Company determines that a loss is not probable, but is reasonably possible, and it becomes possible to develop what the Company believes to be a reasonable range of possible loss, then the Company will include disclosures related to such matter as appropriate and in compliance with ASC 450. To the extent there is a reasonable possibility that the losses could exceed the amounts already accrued, the Company will, as applicable, adjust the accrual in the period the determination is made, disclose an estimate of the additional loss or range of loss, indicate that the estimate is immaterial with respect to its financial statements as a whole or, if the amount of such adjustment cannot be reasonably estimated, disclose that an estimate cannot be made. As of June 30,, 2017, the Company’s accrual for litigation and threatened litigation was not material to the consolidated financial statements. In connection with the October 31, 2014 acquisition of RedPath, the Company assumed a liability for the Settlement Agreement entered into by the former owners of RedPath with the DOJ. Under the terms of the Settlement Agreement, the Company is obligated to make payments to the Department of Justice (“DOJ”) for the calendar years ended December 31, 2014 through 2017, up to a cumulative maximum amount of $3.0 million. Payments are due March 31st following the calendar year that the revenue milestones are achieved. In May 2017, the Company renegotiated payment terms with the DOJ related to a $500,000 payment due associated with performance in fiscal 2016. The negotiations resulted in an agreement that the Company pay $83,335 on July 3, 2017, and $83,333 for the five remaining months of 2017. For the six months ended June 30, 2017, the Company has accrued $0.8 million for these payments and its estimate of the potential liability for 2017, based upon the terms of the Settlement Agreement. Prolias Technologies, Inc. v. PDI, Inc. On April 8, 2015, Prolias Technologies, Inc. (“Prolias”) filed a complaint (the “Complaint”) against the Company with the Superior Court of New Jersey (Morris County) in a matter entitled Prolias Technologies, Inc. v. PDI, Inc. (Docket No. MRS-L-899-15). In the Complaint, Prolias alleged that it and the Company entered into an August 19, 2013 Collaboration Agreement and a First Amendment thereto (collectively, the “Agreement”) whereby Prolias and the Company agreed to work in good faith to commercialize a diagnostic test known as “Thymira.” Thymira is a minimally invasive diagnostic test that is being developed to detect thyroid cancer. Prolias alleged in the Complaint that the Company wrongfully terminated the Agreement, breached obligations owed to it and committed torts. After various motions on October 13, 2016, the Company filed an application to enter final judgment and taxing of costs against Prolias. The Company requested that the Court enter final judgment against Prolias and for the Company in the amount of $621,236, plus ten percent interest continuing to accrue on the principal balance of $500,000 unless and until paid, attorneys’ fees and costs of $390,769, and a declaratory judgment that Prolias is deemed to have executed and delivered to the Company a promissory note in the amount of $1,000,000 under Article 10.2(a) of the Collaboration Agreement. On November 17, 2016, the Court denied the Company’s application without prejudice and with leave to refile. On February 16, 2017, the Company refiled its application for final judgment, and on March 9, 2017, the Superior Court of New Jersey entered a final judgment in the Company’s favor against Prolias for the sum of $636,053 plus ten percent interest continuing to accrue on the principal balance of $500,000 (per diem $136.99) unless and until paid. Final judgment was also entered in the Company’s favor, and against Prolias, declaring Prolias is deemed to have executed and delivered to the Company a promissory note in the amount of $1,000,000 and Prolias is obligated to repay the Company the principal amount and all interest in accordance with the terms of the promissory note and Article 10.2(a) of the Collaboration Agreement by and between Prolias and the Company. On April 3, 2017, the final judgment against Prolias was recorded as a statewide lien. No assurance can be given that the Company will be able to recover on the judgment against Prolias. Severance In 2015, in connection with the sale of the majority of the CSO business and the implementation of a broad-based program to maximize efficiencies and cut costs, the Company reduced headcount and incurred severance obligations to terminated employees that amounted to approximately $3.7 million. During the first quarter ended March 31, 2016 the Company recorded additional severance obligations as it continued to right-size the organization and wind down its CSO business. The Company recorded obligations of $1.1 million, $0.5 million of which was recorded in continuing operations. The severance liability as of December 31, 2016 was approximately $3.1 million, of which $2.2 million resides in continuing operations and $0.9 million is in discontinued operations. In January 2017, five former executives agreed to a settlement of their severance obligations agreeing to 35% of the total amount due them. These remaining obligations were paid out in February 2017 in payments totaling approximately $1.0 million. As a result of the settlement, the Company recorded a reversal of expense of approximately $2.0 million in the first quarter of 2017. Within continuing operations, $1.5 million of expense was reversed and was recorded in general and administrative expenses in the Condensed Consolidated Statements of Comprehensive Loss and $0.5 million was recorded in discontinued operations. The Company has no currently payable severance obligations as of June 30, 2017. Parsippany Lease On May 24, 2017 we entered into a new lease with our Parsippany landlord. The lease is for a space of approximately 5,900 square feet and is for a period of sixty-three months commencing July 1, 2017 at an initial monthly obligation of approximately $13,000 per month subject to annual increases of fifty cents per square foot. The initial year of the lease has a two-month rent abatement period. The lease has an early termination date of June 30, 2020, provided we provide at least 12 months’ notice in advance. Pittsburgh Lease On March 31, 2017 we renewed our lease for our Pittsburgh laboratory for one year. The lease is for 20,000 square feet of laboratory and office space and ends on March 31, 2018. The lease obligation is $32,500 per month for twelve months. |
Accrued Expenses and Long-Term
Accrued Expenses and Long-Term Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Long-Term Liabilities | 7. ACCRUED EXPENSES AND LONG-TERM LIABILITIES Other accrued expenses consisted of the following as of June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Accrued royalties $ 983 $ 711 Indemnification liability 875 875 Contingent consideration 235 260 Rent payable 147 110 DOJ settlement 750 80 Accrued professional fees 759 1,746 Taxes payable 477 526 Unclaimed property 565 565 All others 1,421 1,363 $ 6,212 $ 6,236 Long-term liabilities consisted of the following as of June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Uncertain tax positions $ 3,688 $ 3,594 DOJ settlement (indemnified by RedPath) - 250 Warrant liability 1,493 - $ 5,181 $ 3,844 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 8. STOCK-BASED COMPENSATION Stock Incentive Plan In 2015, the board of directors (the “Board”) and stockholders approved the Company’s Amended and Restated 2004 Stock Award and Incentive Plan, or the Amended and Restated Plan. The Amended and Restated Plan amends the Company’s pre-existing Amended and Restated 2004 Stock Award and Incentive Plan, which had replaced the 1998 Stock Option Plan, or the 1998 Plan, and the 2000 Omnibus Incentive Compensation Plan, or the 2000 Plan. The Amended and Restated Plan authorized an additional 245,000 shares for new awards and also included the remaining shares available under the prior Amended and Restated Plan. Eligible participants under the Amended and Restated Plan include officers and other employees of the Company, members of the Board and outside consultants, as specified under the Amended and Restated Plan and designated by the Compensation and Management Development Committee of the Board (the “Compensation Committee”). Unless earlier terminated by action of the Board, the Amended and Restated Plan will remain in effect until such time as no stock remains available for delivery under the Amended and Restated Plan and the Company has no further rights or obligations under the Amended and Restated Plan with respect to outstanding awards thereunder. Historically, stock options have been granted with an exercise price equal to the market value of the common stock on the date of grant, expire 10 years from the date they are granted, and generally vested over a two-year period for members of the Board and a three-year period for employees. Upon exercise, new shares can be issued by the Company. The Company granted stock options in 2016, which vest monthly over a one-year period. SARs are generally granted with a grant price equal to the market value of the common stock on the date of grant, vest one-third each year on the anniversary of the date of grant and expire five years from the date of grant. The restricted shares and restricted stock units (“RSU’s”) granted to employees historically have had a three year cliff vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. RSU’s granted to board members generally have had a three year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. In March of 2017, the Company’s Chief Executive Officer, Chief Financial Officer and members of the Board were granted incentive stock options to purchase an aggregate of 172,077 shares of common stock with a weighted average exercise price of $2.13 per share and, subject generally to the executive’s or board member’s, as applicable, continued service with the Company, vest in equal monthly installments over a period of one year. The following table provides the weighted average assumptions used in determining the fair value of the stock option awards granted during the six month period ended June 30, 2017. There were no options granted during the six month period ended June 30, 2016. Six Months Ended June 30, 2017 Risk-free interest rate 1.96 % Expected life 4.91 Expected volatility 138.71 % Dividend yield - The Company recognized approximately $0.1 million and $0.02 million of stock-based compensation expense during the three month periods ended June 30, 2017 and 2016, respectively, and approximately $0.2 million and $0.1 million during the six month periods ended June 30, 2017 and 2016, respectively. As of June 30, 2017 the Company does not have any shares available for issuance under the current Amended and Restated Plan. In 2017, the Company inadvertently granted 184,647 share options to six employees in excess of the number available for grant under the Amended and Restated Plan. These grants were cancelled and replaced with new awards that are contingent upon shareholder approval. The replacement option grants were made on May 11, 2017, with a strike price of $2.39 and will vest in equal monthly installments over one year subject generally to the continued service of the grantees. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. INCOME TAXES Generally, accounting standards require companies to provide for income taxes each quarter based on their estimate of the effective tax rate for the full year. The authoritative guidance for accounting for income taxes allows use of the discrete method when it provides a better estimate of income tax expense. Due to the Company’s valuation allowance position, it is the Company’s position that the discrete method provides a more accurate estimate of income tax expense and therefore income tax expense for the current quarter has been presented using the discrete method. As the year progresses, the Company refines its estimate based on the facts and circumstances by each tax jurisdiction. The following table summarizes the income tax benefit on the loss from continuing operations and the effective tax rate for the three- and six-month periods ended June 30, 2017 and 2016: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Benefit for income tax $ (301 ) $ (236 ) $ (298 ) $ (227 ) Effective income tax rate 4.6 % (6.3 %) 6.4 % 2.9 % Income tax benefit for the three- and six-month periods ended June 30, 2017 and 2016 was primarily due to an allocation of tax expense between continuing and discontinued operations. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 10. SEGMENT INFORMATION Upon the divestiture of its CSO business on December 22, 2015, the Company has one reporting segment: molecular diagnostics. The Company realigned its reporting segments due to the integration of RedPath and acquiring certain assets from Asuragen, to reflect the Company’s current and going forward business strategy. The Company’s current reporting segment structure is reflective of the way the Company’s management views the business, makes operating decisions and assesses performance. This structure allows investors to better understand Company performance, better assess prospects for future cash flows, and make more informed decisions about the Company. The Company’s molecular diagnostics business focuses on developing and commercializing molecular diagnostic tests, leveraging the latest technology and personalized medicine for better patient diagnosis and management. Through the Company’s molecular diagnostics business, the Company aims to provide physicians and patients with diagnostic options for detecting genetic and other molecular alterations that are associated with gastrointestinal and endocrine cancers, which are principally focused on early detection of patients at high risk of cancer. Customers in the Company’s molecular diagnostics segment consist primarily of physicians, hospitals and clinics. The service offerings throughout the segment have similar long-term average gross margins, contract terms, types of customers and regulatory environments. They are promoted through one centrally managed marketing group and the chief operating decision maker views their results on a combined basis. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 11. DISCONTINUED OPERATIONS The table below presents the significant components of CSO, Group DCA’s, Pharmakon’s and TVG’s results included Income (Loss) from Discontinued Operations, Net of Tax in the consolidated statements of comprehensive loss for the three- and six-months ended June 30, 2017 and 2016. Three Months Ending June 30, Six Months Ending June 30, 2017 2016 2017 2016 Revenue, net $ - $ - $ - $ 1,644 Income (loss) from discontinued operations 304 144 914 (592 ) Gain (loss) on sale of assets - 1,326 - 1,326 Income from discontinued operations, before tax 304 1,470 914 734 Income tax expense 358 291 412 336 (Loss) income from discontinued operations, net of tax $ (54 ) $ 1,179 $ 502 $ 398 The assets and liabilities classified as discontinued operations relate to CSO, Group DCA, Pharmakon, and TVG. As of June 30, 2017 and December 31, 2016, these assets and liabilities are in the accompanying balance sheets as follows: For the Six Months Ended June 30, 2017 For the Year Ended December 31, 2016 CSO DCA/TVG Total CSO DCA/TVG Total Accounts receivable, net $ - $ - $ - $ - $ - $ - Unbilled receivable, net - - - - - - Other - - - - 14 14 Current assets from discontinued operations - - - - 14 14 Property and equipment, net - - - - - - Other - - - - - - Long-term assets from discontinued operations - - - - - - Total assets $ - $ - $ - $ - $ 14 $ 14 Accounts payable $ 826 $ - $ 826 $ 890 $ - $ 890 Accrued salary and bonus - - - 1,272 - 1,272 Other 1,545 - 1,545 1,966 - 1,966 Current liabilities from discontinued operations 2,371 - 2,371 4,128 - 4,128 Total liabilities $ 2,371 $ - $ 2,371 $ 4,128 $ - $ 4,128 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 12. LONG-TERM DEBT On October 31, 2014, the Company and its subsidiary, Interpace LLC, entered into an agreement to acquire RedPath (the “Transaction”). In connection with the Transaction, the Company entered into the RedPath Note payable in eight equal consecutive quarterly installments beginning October 1, 2016. The obligations of the Company under the RedPath Note were guaranteed by the Company and its subsidiaries pursuant to a Guarantee and Collateral Agreement (the “Subordinated Guarantee”) in favor of the RedPath Equityholder Representative. Pursuant to the Subordinated Guarantee, the Company and its subsidiaries also granted a security interest in substantially all of their assets, including intellectual property, to secure their obligations to the RedPath Equityholder Representative. Based on the Company's incremental borrowing rate under its Credit Agreement, the fair value of the RedPath Note at the date of issuance was $7.5 million. During the three months ended June 30, 2017 and 2016, the Company accreted zero and approximately $0.2 million into interest expense, respectively, for each period. During the six months ended June 30, 2017 and 2016, the Company accreted approximately $0.2 million and $0.4 million into interest expense, respectively, for each period. At December 31, 2016, the fair value balance of the $9.3 million Note was approximately $7.9 million and the unamortized discount was $1.4 million. As of June 30, 2017, the Note was fully converted into the Company’s common stock (see below). Debt Exchange for RedPath Note In December 2016 we repaid $1.33 million in principal of the RedPath Note resulting in an outstanding balance of $9.34 million. The RedPath Note was subsequently acquired by an institutional investor for $8.87 million on March 22, 2017. Also on that date we and the investor exchanged the RedPath Note for a senior secured convertible note (the “Exchanged Convertible Note”) in the aggregate principal amount of $5.32 million and a senior secured non-convertible note in the aggregate principal amount of $3.55 million. On April 18, 2017, we and the investor exchanged the senior secured non-convertible note for $3.55 million of our senior secured convertible note (the “Senior Secured Convertible Note”). Between March 23, 2017 and April 18, 2017, the senior secured convertible notes were converted in full for 3,795,429 shares of our common stock. We no longer have any outstanding secured debt, and any security interests and liens related to our former secured debt have been fully released. In connection with the conversion of the Exchanged Convertible Note, the Company recorded a loss of $4.3 million. Maxim Group LLC (“Maxim”) acted as agent in connection with the exchanges into the Exchanged Convertible Note and the Senior Secured Convertible Note. Maxim was paid a cash fee of $0.6 million representing 6.5% of the balance of the $8.85 million exchanged RedPath Note. These costs are directly related to the issuance of the Company’s shares, and as a result are recorded against equity. In connection with the Exchanged Convertible Note and the Senior Secured Convertible Note, the Company determined there to be an embedded conversion option feature. Accordingly, the embedded conversion option contained in the Exchange Convertible Note was accounted for as a derivative liability at the date of issuance, and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion option derivative was determined using the Black- Scholes Option Pricing Model. On the initial measurement date, the fair value of the embedded conversion option derivative of $208,427 was recorded as a derivative liability and was allocated as a debt discount to the Exchanged Convertible Note. At each conversion date, subsequent to the issuance of the Exchanged Convertible Note, the embedded conversion option derivative liability would be revalued, with any changes to its fair value being recorded to earnings. At March 31, 2017, the Company also revalued the embedded conversion option derivative liability resulting in a loss from the change in fair value. In connection with these revaluations, the Company recorded derivative losses of approximately $19,000 and $61,000 for the three and six-month periods ended June 30, 2017. The value of the derivative liability as of June 30, 2017 was zero. The Company incurred $0.5 million of debt issuance costs, for investment banking, legal and placement fee services in connection with the Exchange Agreement. These costs are treated as a debt discount and will be amortized to interest expense over the term of the Exchanged Notes. In connection with the conversion of the Senior Secured Convertible Note on April 18, 2017, the Company recorded a loss of $2.3 million. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 13. SUPPLEMENTAL CASH FLOW INFORMATION The following table represents cash flows (used in) provided by the Company's discontinued operations for the six months ended June 30, 2017 and 2016: Six Months Ended June 30, 2017 2016 Net cash used in operating activities of discontinued operations $ (883 ) $ (884 ) Net cash (used in) provided by investing activities of discontinued operations $ - $ - Supplemental Disclosures of Non Cash Financing Activities (in thousands) Six Months Ended June 30, 2017 2016 Write-off of the RedPath Note $ (8,098 ) $ - Issuance of the Exchange Notes $ 11,375 $ - Non-cash equity conversion costs $ (173 ) $ - Debt issuance costs $ (511 ) $ - Warrants issued through Termination Agreement* $ 193 $ - Conversion of debt to equity $ 8,869 $ - *See Note 14, Equity for more details |
Equity
Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Equity | 14. EQUITY Public Equity Offerings During the six months ended June 30, 2017, the Company closed on four separate equity offerings raising gross proceeds of $25.9 million. The details are as follows: ● On January 6, 2017, the Company completed the “Second Registered Direct Offering” to sell 630,000 shares of its common stock at a price of $6.81 per share to certain institutional investors, which resulted in gross proceeds to the Company of approximately $4.2 million. ● On January 25, 2017, the Company completed the “Third Registered Direct Offering” to sell 855,000 shares of its common stock and a concurrent private placement of warrants to purchase 855,000 shares of its common stock, or the Warrants, to the same investors participating in the Third Registered Direct Offering. The Warrants and the shares of the Company’s common stock issuable upon the exercise of the Warrants were not registered under the Securities Act and were sold pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The shares of common stock sold in the Third Registered Direct Offering and the Warrants issued in the concurrent Private Placement were issued separately but sold together at a combined purchase price of $4.69 per share of common stock and accompanying Warrant. The Third Registered Direct Offering and the Private Placement together resulted in gross proceeds to the Company of approximately $4 million. The Company also used approximately $1.0 million to satisfy the obligations due to five former senior executives. See Note 6- Severance. The fair value of these warrants issued was determined using the Black-Scholes Option Pricing Model and amounted to $1,668,290. The warrants do not include any cash settlement provisions and accordingly are not liability classified. As a result, the Company is not required to revalue the warrants at each reporting date. The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the warrants upon issuance: Market Price $ 4.33 Exercise Price $ 4.69 Risk-free interest rate 1.95 % Expected volatility 124.02 % Expected life in years 5.0 Expected dividend yield 0.00 % ● On February 8, 2017, the Company completed an underwritten, confidentially marketed public offering (the “CMPO”), to sell 1,200,000 shares of our common stock at a price of $3.00 per share. In addition, the Company granted the underwriters an option to purchase up to an additional 9% of the total number of shares of common stock sold by the Company in the CMPO, solely for the purpose of covering over-allotments, if any. The underwriters exercised the over-allotment option in full. The CMPO resulted in gross proceeds to the Company of approximately $3.9 million. On March 22, 2017, the Company entered into a Termination Agreement with the RedPath Equityholder Representative. Under the terms of the Termination Agreement, RedPath Equityholder Representative agreed to terminate all royalty and milestone rights under the contingent consideration agreement. In exchange for terminating the royalty and milestone right of RedPath, the Company agreed to issue to the RedPath Equityholder Representative 5 year warrants to acquire an aggregate of 100,000 shares of the Company’s common stock at a fixed price of $4.69 per share. The fair value of the warrants issued was determined using the Black-Scholes Option Pricing Model and amounted to $193,037. The warrants do not include any cash settlement provisions and accordingly are not liability classified. As a result, the Company is not required to revalue the warrants at each reporting date. The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the warrants upon issuance: Market Price $ 2.37 Exercise Price $ 4.69 Risk-free interest rate 1.95 % Expected volatility 125.58 % Expected life in years 5.5 Expected dividend yield 0.00 % As part of our acquisition of RedPath Integrated Pathology, Inc., we issued the RedPath Note. In December 2016 we repaid $1.33 million in principal of the RedPath Note resulting in an outstanding balance of $9.34 million. The RedPath Note was subsequently acquired by an institutional investor for $8.87 million on March 22, 2017. Also on that date we and the investor exchanged the RedPath Note for a senior secured convertible note in the aggregate principal amount of $5.32 million and a senior secured non-convertible note in the aggregate principal amount of $3.55 million. On April 18, 2017, we and the investor exchanged the senior secured non-convertible note for $3.55 million of our senior secured convertible note. Between March 23, 2017 and April 18, 2017, the senior secured convertible notes were converted in full for 3,795,429 shares of our common stock. We no longer have any outstanding secured debt, and any security interests and liens related to our former secured debt have been or will be released and/or terminated upon the completion of applicable filings. On June 16, 2017, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim as the representative of several underwriters (the “Underwriters”) named therein with respect to the issuance and sale of an aggregate of (i) 9,900,000 shares (“Firm Shares”) of the Company’s common stock, (ii) Base Warrants to purchase 12,500,000 shares of common stock at an exercise price equal to $1.25 per share, and (iii) Pre-Funded Warrants to purchase 2,600,000 shares of Common Stock at an exercise price equal to $0.01 per share in an underwritten public offering (the “Offering”) pursuant to the Underwriting Agreement. Each Firm Share and accompanying Base Warrant was sold for a combined effective price of $1.10, and each Pre-Funded Warrant and accompanying Base Warrant was sold for a combined effective price of $1.09. The Underwriters were entitled to receive an underwriting discount equal to 7.5% of the offer price of the aggregate number of Firm Shares and Pre-Funded Warrants sold in the Offering and Over-Allotment and out-of-pocket expenses of $.1 million. The Company also granted the Underwriters a 45-day option to purchase up to an additional 1,875,000 Firm Shares and/or 1,875,000 Base Warrants to cover over-allotments, if any (the “Over-Allotment”). Additionally, the Company agreed to issue to the Underwriters warrants (the “Underwriter Warrant”) to purchase a number of Firm Shares of common stock equal to an aggregate of 4% of the total number of shares of Common Stock and Pre-Funded Warrants sold in the Offering. The Company offered to each purchaser whose purchase of shares of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants, in lieu of shares of common stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding common stock. Subject to limited exceptions, a holder of pre-funded warrants could not have the right to exercise any portion of its pre-funded warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise. Each pre-funded warrant was exercisable for one share of our common stock. The offering also related to the shares of common stock issuable upon exercise of any pre-funded warrants sold in the offering. Each pre-funded warrant was sold together with a common warrant with the same terms as the common warrant described above. The common warrants were exercisable immediately and will expire five years after the date of issuance, or June 22, 2022. The shares of common stock and pre-funded warrants could only be purchased with the accompanying common warrants, but were issued separately, and were immediately separable upon issuance. On June 21, 2017, the Company successfully closed its public offering for the Firm Shares, Base Warrants and Pre-Funded Warrants. A public trading market for the Base Warrants was established on July 5, 2017 on the OTC market under the trading symbol IDGGW. As part of the offering the Underwriters purchased the full over-allotment of 1,875,000 Base Warrants available to them for the specified $.01 per warrant, which are not exercisable for six months after the offering. 2,600,000 of Pre-Funded Warrants were also sold on at the price of $1.09 per warrant. The combined gross proceeds of the June 21st offering totaled $13.7 million with approximately $12.3 million of net funds available to the company after deducting underwriting discounts and other stock issuance expenses. In summary, the Company issued 9,900,000 shares of Common Stock as well as Base Warrants, Overallotment Warrants, Pre-Funded Warrants and Underwriters Warrants to purchase 12,500,000, 1,875,000, 2,600,000 and 575,000 shares of the Company’s Common Stock, respectively. The Pre-Funded and Underwriters Warrants are classified as liabilities because in certain circumstances they could require cash settlement. The Base and Overallotment Warrants do not contain such provisions. As a result, the Company is not required to revalue the Base and Overallotment warrants at each reporting date. The Base Warrants are traded on the OTC market, however, trading volume has been insufficient to determine fair value. The fair value of the Base and Overallotment Warrants was determined using the Black-Scholes Option Pricing Model and amounted to $5.3 million and $0.8 million, respectively. The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the Base Warrants and Overallotment Warrants upon issuance: Market Price $ 0.87 Exercise Price $ 1.25 Risk-free interest rate 1.75 % Expected volatility 134.21 % Expected life in years 5.0 Expected dividend yield 0.00 % As of July 7, 2017, all of the 2,600,000 Pre-Funded Warrants were exercised for $.01 per warrant exercise price and all 2,600,000 common shares related to the warrants have been issued. On July 31, the Underwriters exercised their right to purchase 875,000 Firm Shares for $0.960 million net of $0.072 million in underwriter discounts, or $0.882 million. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2017 | |
Warrants | |
Warrants | 15. WARRANTS Warrants outstanding and warrant activity for the six months ended June 30, 2017 are as follows: Description Classification Exercise Price Expiration Date Balance December 31, 2016 Warrants Issued Warrants Exercised Balance June 30, 2017 Pre-Funded Warrants, issued June 21, 2017 Liability $ 0.01 None - 2,600,000 (1,400,000 ) 1,200,000 Underwriters Warrants, issued June 21, 2017 Liability $ 1.32 December 2022 - 575,000 - 575,000 Private Placement Warrants, issued January 25, 2017 Equity $ 4.69 June 2022 - 855,000 - 855,000 RedPath Warrants, issued March 22, 2017 Equity $ 4.69 September 2022 - 100,000 - 100,000 Base & Overallotment Warrants, issued June 21, 2017 Equity $ 1.25 June 2022 - 14,375,000 - 14,375,000 - 18,505,000 (1,400,000 ) 17,105,000 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 16. RECENT ACCOUNTING PRONOUNCEMENTS In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which is intended to simplify the accounting and reporting for employee share-based payment transactions. The pronouncement is effective for interim and annual periods beginning after December 31, 2016 with early adoption permitted. The adoption of the guidance in ASU No. 2016-09 in the first quarter of 2017 did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which when effective will require organizations that lease assets (e.g., through “leases”) to recognize assets and liabilities for the rights and obligations created by the leases on the balance sheet. A lessee will be required to recognize assets and liabilities for leases with terms that exceed twelve months. The standard will also require disclosures to help investors and financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases. The disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The guidance is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial position and results of operations. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contract with Customers - Narrow-Scope Improvements and Practical Expedients”. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers - Identifying Performance Obligations and Licensing”. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contract with Customers - Principal versus Agent Considerations (Reporting Revenue Gross versus Net)”. In August 2015, the FASB issued ASU 2015-14 deferring the effective date to annual and interim periods. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers”. The core principle of these ASUs are that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2016-12 affect only the narrow aspects of the guidance, such as assessing the collectability criterion and accounting for contracts that do not meet the criterion, presentation of sales and other similar taxes collected from customers, non-cash consideration, and contract modifications at transition. ASU 2016-10 clarifies two aspects of the guidance: identifying performance obligations and the licensing implementation. The intention of ASU 2016-08 is to improve the operability and understandability of the implementation guidance on principal versus agent considerations. ASU 2015-14 defers the effective date to annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted, but not earlier than the original effective date of annual and interim periods beginning on or after December 15, 2016, for public entities. ASU 2014-09 defines a five-step process to achieve this core principle of and revenue recognition, in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The Company will adopt the new revenue standard as of January 1, 2018 using the modified retrospective method. The Company is currently allocating accounting resources including a third party consulting firm to assess its contracts in each of the five steps involved with the new standard and has not yet determined the impact from the adoption of this ASU on either its financial position or results of operations. |
Other Subsequent Events
Other Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Other Subsequent Events | 17. OTHER SUBSEQUENT EVENTS Additional Shares Issued On July 3 and July 7, 2017 the remaining 1,200,000 of the 2,600,000 Pre-funded Warrants were exercised for the $.01 per warrant exercise price. Accordingly, all 2,600,000 common shares related to the warrants have been issued. On July 31, 2017 the Underwriters exercised their right to purchase 875,000 common shares at $1.09 per share for $0.960 million net of $0.072 million in underwriter discounts, or $0.882 million. This was a partial exercise of their over-allotment option of 1,875,000 available shares. The right to purchase the remaining overallotment of 1,000,000 shares expired on July 31, 2017. Nasdaq Correspondence On July 31, 2017, (the “Company received written notice (the “Notification Letter”) from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business days. Based on the closing bid price of the Company’s common stock for the thirty (30) consecutive business days prior to the date of the Notification Letter, the Company no longer meets the minimum bid price requirement. The Notification Letter does not impact the Company's listing on The Nasdaq Capital Market at this time. The Notification Letter states that the Company has 180 calendar days, or until January 29, 2018, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company's common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. In the event that the Company does not regain compliance by January 29, 2018, the Company may be eligible for additional time to reach compliance with the minimum bid price requirement. The Notification Letter does not impact the Company’s listing on The Nasdaq Capital Market at this time. The Notification Letter states that the Company has 180 calendar days, or until January 29, 2018, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. In the event that the Company does not regain compliance by January 29, 2018, the Company may be eligible for additional time to reach compliance with the minimum bid price requirement. In addition, we note that we are not currently in compliance with NASDAQ Listing Rule 5605(c)(2)(A), which requires the Audit Committee to be comprised of at least three members. We intend to appoint an additional independent director to our Board and to the Audit Committee prior to the Company’s 2017 Annual Meeting of Stockholders. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Accounting Estimates | Accounting Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management’s estimates are based on historical experience, facts and circumstances available at the time, and various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include best estimate of selling price in multiple element arrangements, valuation allowances related to deferred income taxes, self-insurance loss accruals, allowances for doubtful accounts and notes, income tax accruals, acquisition accounting, asset impairments and facilities realignment accruals. The Company periodically reviews these matters and reflects changes in estimates as appropriate. Actual results could materially differ from those estimates. |
Revenue Recognition | Revenue Recognition Through the Company's molecular diagnostics business, the Company aims to provide physicians and patients with diagnostic options for detecting genetic and other molecular alterations that are associated with gastrointestinal and endocrine cancers, which are principally focused on early detection of patients at high risk of cancer. Customers in the Company's molecular diagnostics business consist primarily of physicians, hospitals and clinics. We recognize revenue from services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement or contract exists; services have been rendered; the selling price is fixed or determinable; and collectability is reasonably assured. The Company’s services are generally fulfilled upon completion of the test and after the review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payer or hospital. We recognize revenue on an accrual basis when we are able to make a reasonable estimate of reimbursement at the time delivery is complete. In the first period in which revenue is accrued for a particular payer or test, there generally is a one-time increase in revenue. Until we have contracts with payers or can reasonably estimate the amount that will ultimately be received, we recognize the related revenue on the cash basis. Because the timing and amount of cash payments received from payers as well as one-time increases in revenue from newly accrued payers are difficult to predict, we expect that our revenue may fluctuate significantly in any given quarter. The Company currently recognizes revenue and accounts receivable related to billings for Medicare and Medicare Advantage, on an accrual basis, net of contractual adjustment, as well as for hospitals (direct-bill clients), when collectability is reasonably assured. Contractual adjustments represent the difference between the list prices and the reimbursement rate set by Medicare and Medicare Advantage, or the amounts billed to hospitals. Specifically by test, Pancragen revenues have been recorded on the accrual basis in each of these categories since its acquisition in 2014. ThyGenX ® ® The Company also provides services by way of commercial insurance carriers or governmental programs that may or may not have a contract or coverage in place for its proprietary tests. As contracts and coverage progress for payers in these categories, the Company will evaluate their collection history to determine the appropriate time to begin to recognized specific payers on the accrual basis as well. Currently, all are recognized on the cash basis. The Company does not enter into direct agreements with patients that commit them to pay any portion of the cost of the tests in the event that their commercial insurance carrier or governmental program does not pay the Company for its services; however, the Company does offer patients that do not have adequate insurance coverage the opportunity to pay cash for our services at a reduced rate. |
Accounts Receivable | Accounts Receivable The Company recognizes Accounts Receivable as revenue is accrued, based upon its criteria for revenue recognition. The Company also records an Allowance for Doubtful Accounts based on the collection history for its accrual basis payers. For non-paying roster accounts, balances are generally written off after twelve months. Medicare and Medicare Advantage accounts are currently written off after eighteen months to allow for the appeal process, which in some cases requires several appeals prior to collection. |
Other Current Assets | Other Current Assets Other current assets consisted of the following as of June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Indemnification assets $ 875 $ 875 Other receivables 303 325 Other 198 215 $ 1,376 $ 1,415 |
Long-Lived Assets, including Finite-Lived Intangible Assets | Long-Lived Assets, including Finite-Lived Intangible Assets Finite-lived intangible assets are stated at cost less accumulated amortization. Amortization of finite-lived acquired intangible assets is recognized on a straight-line basis, using the estimated useful lives of the assets of approximately two years to nine years in acquisition related amortization expense in the consolidated statements of comprehensive loss. The Company reviews the recoverability of long-lived assets and finite-lived intangible assets whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value of the asset to its fair value measured by future discounted cash flows. This analysis requires estimates of the amount and timing of projected cash flows and, where applicable, judgments associated with, among other factors, the appropriate discount rate. Such estimates are critical in determining whether any impairment charge should be recorded and the amount of such charge if an impairment loss is deemed to be necessary. |
Discontinued Operations | Discontinued Operations The Company accounts for business dispositions and its businesses held for sale in accordance with ASC 205-20, Discontinued Operations. ASC 205-20 requires the results of operations of business dispositions to be segregated from continuing operations and reflected as discontinued operations in current and prior periods. See Note 11, Discontinued Operations |
Basic and Diluted Net (Loss) Income Per Share | Basic and Diluted Net (Loss) Income per Share A reconciliation of the number of shares of common stock used in the calculation of basic and diluted (loss) income per share for the three- and six-month periods ended June 30, 2017 and 2016 is as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Basic weighted average number of common shares 9,657 1,816 6,877 1,796 Potential dilutive effect of stock-based awards - - - - Diluted weighted average number of common shares 9,657 1,816 6,877 1,796 The following outstanding stock-based awards were excluded from the computation of the effect of dilutive securities on (loss) income per share for the following periods because they would have been anti-dilutive: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Options 323 - 323 - Stock-settled stock appreciation rights (SARs) 85 103 85 103 Restricted stock and restricted stock units (RSUs) 68 123 68 123 Warrants 17,105 - 17,105 - 17,581 226 17,581 226 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following as of June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Indemnification assets $ 875 $ 875 Other receivables 303 325 Other 198 215 $ 1,376 $ 1,415 |
Schedule of Weighted Average Number of Shares | A reconciliation of the number of shares of common stock used in the calculation of basic and diluted (loss) income per share for the three- and six-month periods ended June 30, 2017 and 2016 is as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Basic weighted average number of common shares 9,657 1,816 6,877 1,796 Potential dilutive effect of stock-based awards - - - - Diluted weighted average number of common shares 9,657 1,816 6,877 1,796 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding stock-based awards were excluded from the computation of the effect of dilutive securities on (loss) income per share for the following periods because they would have been anti-dilutive: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Options 323 - 323 - Stock-settled stock appreciation rights (SARs) 85 103 85 103 Restricted stock and restricted stock units (RSUs) 68 123 68 123 Warrants 17,105 - 17,105 - 17,581 226 17,581 226 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Identifiable Intangible Assets Carrying Value | The net carrying value of the identifiable intangible assets as of June 30, 2017 and December 31, 2016 are as follows: As of June 30, 2017 As of December 31, 2016 Life Carrying Carrying (Years) Amount Amount Diagnostic assets: Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 Pancreas - - - Biobank - - - RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett's test 9 18,351 18,351 Total $ 43,011 $ 43,011 Diagnostic lab: CLIA Lab 2.3 $ 609 $ 609 Accumulated Amortization $ (8,888 ) $ (7,262 ) Net Carrying Value $ 34,732 $ 36,358 |
Schedule of Future Estimated Amortization Expense | Estimated amortization expense for the next five years is as follows, based on current assumptions of future product launches: 2017 2018 2019 2020 2021 $ 3,252 $ 3,252 $ 5,292 $ 5,292 $ 4,908 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Schedule of Financial Instrument Measured on Recurring Basis | The valuation methodologies used for the Company’s financial instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy, is set forth in the tables below: As of June 30, 2017 Fair Value Measurements Carrying Fair As of June 30, 2017 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 14,265 $ 14,265 $ 14,265 $ - $ - $ 14,265 $ 14,265 $ 14,265 $ - $ - Liabilities: Contingent consideration: Asuragen $ 1,601 $ 1,601 $ - $ - $ 1,601 Warrant liability: Pre-Funded $ 1,061 $ 1,061 $ - $ - $ 1,061 Underwriters 432 432 - - 432 $ 3,094 $ 3,094 $ - $ - $ 3,094 As of December 31, 2016 Fair Value Measurements Carrying Fair As of December 31, 2016 Amount Value Level 1 Level 2 Level 3 Assets: Cash and cash equivalents: Cash $ 602 $ 602 $ 602 $ - $ - $ 602 $ 602 $ 602 $ - $ - Liabilities: Contingent consideration: Asuragen $ 1,545 $ 1,545 $ - $ - $ 1,545 RedPath 5,969 5,969 - - 5,969 $ 7,514 $ 7,514 $ - $ - $ 7,514 |
Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | A roll forward of the carrying value of the contingent consideration, embedded conversion option and warrant liabilities from continuing operations from January 1, 2017 to June 30, 2017 is as follows: 2017 January 1, Initial Liability Payments Accretion Cancellation of Obligation/ Conversions Exercises Mark to Market June 30, Asuragen $ 1,545 $ (25 ) $ 81 $ - $ - $ 1,601 Redpath 5,969 - - (5,969 ) - - Embedded conversion option - 208 - - (269 ) 61 - Pre-Funded Warrants - 2,247 - - (1,252 ) 66 1,061 Underwriters Warrants - 422 - - - 10 432 $ 7,514 $ 2,877 $ (25 ) $ 81 $ (7,490 ) $ 137 $ 3,094 |
Schedule of Assumptions Used in Black-Scholes Option Pricing Model | Market Price $ 2.63 Exercise Price $ 2.44 Risk-free interest rate 0.99 % Expected volatility 234.05 % Expected life in years 1.25 Expected dividend yield 0.00 % |
Pre-Funded Warrant Liability [Member] | |
Schedule of Assumptions Used in Black-Scholes Option Pricing Model | The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the Pre-Funded Warrant liability as of June 30, 2017: June 30, 2017 Market Price $ 0.89 Exercise Price $ 0.01 Risk-free interest rate 1.75 % Expected volatility 134.21 % Expected life in years 5.0 Expected dividend yield 0.00 % |
Underwriters Warrant Liability [Member] | |
Schedule of Assumptions Used in Black-Scholes Option Pricing Model | The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the Underwriters Warrant liability as of June 30, 2017: June 30, 2017 Market Price $ 0.89 Exercise Price $ 1.32 Risk-free interest rate 1.75 % Expected volatility 134.21 % Expected life in years 5.0 Expected dividend yield 0.00 % |
Accrued Expenses and Long-Ter29
Accrued Expenses and Long-Term Liabilities (Table) | 6 Months Ended |
Jun. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following as of June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Accrued royalties $ 983 $ 711 Indemnification liability 875 875 Contingent consideration 235 260 Rent payable 147 110 DOJ settlement 750 80 Accrued professional fees 759 1,746 Taxes payable 477 526 Unclaimed property 565 565 All others 1,421 1,363 $ 6,212 $ 6,236 |
Schedule of Other Long Term Liabilities | Long-term liabilities consisted of the following as of June 30, 2017 and December 31, 2016: June 30, 2017 December 31, 2016 Uncertain tax positions $ 3,688 $ 3,594 DOJ settlement (indemnified by RedPath) - 250 Warrant liability 1,493 - $ 5,181 $ 3,844 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table provides the weighted average assumptions used in determining the fair value of the stock option awards granted during the six month period ended June 30, 2017. There were no options granted during the six month period ended June 30, 2016. Six Months Ended June 30, 2017 Risk-free interest rate 1.96 % Expected life 4.91 Expected volatility 138.71 % Dividend yield - |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table summarizes the income tax benefit on the loss from continuing operations and the effective tax rate for the three- and six-month periods ended June 30, 2017 and 2016: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Benefit for income tax $ (301 ) $ (236 ) $ (298 ) $ (227 ) Effective income tax rate 4.6 % (6.3 %) 6.4 % 2.9 % |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Income Loss from Discontinued Operations | The table below presents the significant components of CSO, Group DCA’s, Pharmakon’s and TVG’s results included Income (Loss) from Discontinued Operations, Net of Tax in the consolidated statements of comprehensive loss for the three- and six-months ended June 30, 2017 and 2016. Three Months Ending June 30, Six Months Ending June 30, 2017 2016 2017 2016 Revenue, net $ - $ - $ - $ 1,644 Income (loss) from discontinued operations 304 144 914 (592 ) Gain (loss) on sale of assets - 1,326 - 1,326 Income from discontinued operations, before tax 304 1,470 914 734 Income tax expense 358 291 412 336 (Loss) income from discontinued operations, net of tax $ (54 ) $ 1,179 $ 502 $ 398 |
Schedule of Discontinued Operations Amount Recognized in Balance Sheet | The assets and liabilities classified as discontinued operations relate to CSO, Group DCA, Pharmakon, and TVG. As of June 30, 2017 and December 31, 2016, these assets and liabilities are in the accompanying balance sheets as follows: For the Six Months Ended June 30, 2017 For the Year Ended December 31, 2016 CSO DCA/TVG Total CSO DCA/TVG Total Accounts receivable, net $ - $ - $ - $ - $ - $ - Unbilled receivable, net - - - - - - Other - - - - 14 14 Current assets from discontinued operations - - - - 14 14 Property and equipment, net - - - - - - Other - - - - - - Long-term assets from discontinued operations - - - - - - Total assets $ - $ - $ - $ - $ 14 $ 14 Accounts payable $ 826 $ - $ 826 $ 890 $ - $ 890 Accrued salary and bonus - - - 1,272 - 1,272 Other 1,545 - 1,545 1,966 - 1,966 Current liabilities from discontinued operations 2,371 - 2,371 4,128 - 4,128 Total liabilities $ 2,371 $ - $ 2,371 $ 4,128 $ - $ 4,128 |
Supplemental Cash Flow Inform33
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Flows (Used In) Provided Discontinued Operations | The following table represents cash flows (used in) provided by the Company's discontinued operations for the six months ended June 30, 2017 and 2016: Six Months Ended June 30, 2017 2016 Net cash used in operating activities of discontinued operations $ (883 ) $ (884 ) Net cash (used in) provided by investing activities of discontinued operations $ - $ - |
Schedule of Supplemental Disclosures of Noncash Financing Activities | Supplemental Disclosures of Non Cash Financing Activities (in thousands) Six Months Ended June 30, 2017 2016 Write-off of the RedPath Note $ (8,098 ) $ - Issuance of the Exchange Notes $ 11,375 $ - Non-cash equity conversion costs $ (173 ) $ - Debt issuance costs $ (511 ) $ - Warrants issued through Termination Agreement* $ 193 $ - Conversion of debt to equity $ 8,869 $ - *See Note 14, Equity for more details |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Third Registered Direct Offering [Member] | |
Schedule of Fair Value of Assumptions Used in Black-Schloes Option Pricing Model | The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the warrants upon issuance: Market Price $ 4.33 Exercise Price $ 4.69 Risk-free interest rate 1.95 % Expected volatility 124.02 % Expected life in years 5.0 Expected dividend yield 0.00 % |
RedPath Equityholder Representative [Member] | |
Schedule of Fair Value of Assumptions Used in Black-Schloes Option Pricing Model | The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the warrants upon issuance: Market Price $ 2.37 Exercise Price $ 4.69 Risk-free interest rate 1.95 % Expected volatility 125.58 % Expected life in years 5.5 Expected dividend yield 0.00 % |
Base Warrants and Overallotment Warrants [Member] | |
Schedule of Fair Value of Assumptions Used in Black-Schloes Option Pricing Model | The following table sets forth the assumptions used in the Black-Scholes Option Pricing Model to estimate the fair value of the Base Warrants and Overallotment Warrants upon issuance: Market Price $ 0.87 Exercise Price $ 1.25 Risk-free interest rate 1.75 % Expected volatility 134.21 % Expected life in years 5.0 Expected dividend yield 0.00 % |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Warrants | |
Schedule of Warrants Outstanding and Warrants Activity | Warrants outstanding and warrant activity for the six months ended June 30, 2017 are as follows: Description Classification Exercise Price Expiration Date Balance December 31, 2016 Warrants Issued Warrants Exercised Balance June 30, 2017 Pre-Funded Warrants, issued June 21, 2017 Liability $ 0.01 None - 2,600,000 (1,400,000 ) 1,200,000 Underwriters Warrants, issued June 21, 2017 Liability $ 1.32 December 2022 - 575,000 - 575,000 Private Placement Warrants, issued January 25, 2017 Equity $ 4.69 June 2022 - 855,000 - 855,000 RedPath Warrants, issued March 22, 2017 Equity $ 4.69 September 2022 - 100,000 - 100,000 Base & Overallotment Warrants, issued June 21, 2017 Equity $ 1.25 June 2022 - 14,375,000 - 14,375,000 - 18,505,000 (1,400,000 ) 17,105,000 |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | Jun. 21, 2017 | Jun. 16, 2017 | Apr. 18, 2017 | Feb. 08, 2017 | Jan. 25, 2017 | Jan. 06, 2017 | Apr. 18, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 22, 2017 | Sep. 28, 2016 | Jun. 21, 2016 | Dec. 31, 2015 | Oct. 31, 2014 |
Cash and cash equivalents | $ 602,000 | $ 14,265,000 | $ 3,039,000 | $ 14,265,000 | $ 3,039,000 | $ 8,310,000 | |||||||||||
Accounts receivable, net | 2,209,000 | 2,696,000 | 2,696,000 | ||||||||||||||
Total current assets | 4,240,000 | 18,337,000 | 18,337,000 | ||||||||||||||
Total current liabilities | 16,241,000 | 10,855,000 | 10,855,000 | ||||||||||||||
Net income (loss) | $ (6,306,000) | $ (2,334,000) | (3,892,000) | (7,120,000) | |||||||||||||
Net cash used in operating activities | 8,675,000 | 5,271,000 | |||||||||||||||
Proceeds from issuance of sale of equity | 25,900,000 | ||||||||||||||||
Number of common stock shares issued | 9,900,000 | ||||||||||||||||
Gross proceeds from equity offerings | 25,900,000 | ||||||||||||||||
Debt conversion, converted instrument, amount | $ 8,869,000 | ||||||||||||||||
Debt conversion, converted instrument, shares issued | 3,795,429 | ||||||||||||||||
Underwriters over-allotment option to purchase common stock | 1,875,000 | ||||||||||||||||
SCM Specialty Finance Opportunities Fund, L.P [Member] | |||||||||||||||||
Line of credit | $ 1,200,000 | ||||||||||||||||
July 7, 2017 [Member] | |||||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | |||||||||||||||
July 31, 2017 [Member] | |||||||||||||||||
Warrant exercise price | 0.19 | $ 0.19 | |||||||||||||||
Gross proceeds from equity offerings | $ 960,000 | ||||||||||||||||
Underwriters over-allotment option to purchase common stock | 875,000 | ||||||||||||||||
Base Warrants [Member] | |||||||||||||||||
Number of common stock shares issued | 12,500,000 | ||||||||||||||||
Common stock issued price per share | $ 1.10 | ||||||||||||||||
Warrants description | Each Base Warrant upon exercise at a price of $1.25 will result in the issuance of one share of common stock to the holder. A public trading market for the Base Warrants was established on July 5, 2017 on the OTC market under the trading symbol IDGGW. | ||||||||||||||||
Warrant exercise price | $ 0.01 | ||||||||||||||||
Gross proceeds from equity offerings | $ 13,700,000 | ||||||||||||||||
Underwriters over-allotment option to purchase common stock | 1,875,000 | ||||||||||||||||
Prefunded Warrants [Member] | |||||||||||||||||
Number of common stock shares issued | 2,600,000 | ||||||||||||||||
Warrant to purchase shares of common stock | 2,600,000 | 2,600,000 | |||||||||||||||
Warrant exercise price | $ 1.09 | $ 0.01 | $ 0.01 | ||||||||||||||
Gross proceeds from equity offerings | $ 12,300,000 | ||||||||||||||||
Prefunded Warrants [Member] | July 7, 2017 [Member] | |||||||||||||||||
Warrant to purchase shares of common stock | 2,600,000 | 2,600,000 | |||||||||||||||
Underwriter Warrants[Member] | |||||||||||||||||
Number of common stock shares issued | 575,000 | ||||||||||||||||
Warrant to purchase shares of common stock | 575,000 | 1,875,000 | |||||||||||||||
Warrant exercise price | $ 1.32 | $ 1.32 | |||||||||||||||
Exchanged Convertible Note and the Senior Secured Convertible Note [Member] | |||||||||||||||||
Debt instrument, face amount | $ 3,550,000 | ||||||||||||||||
Senior Secured Convertible Note [Member] | |||||||||||||||||
Debt conversion, converted instrument, shares issued | 3,795,429 | ||||||||||||||||
RedPath Note [Member] | |||||||||||||||||
Debt instrument, face amount | 9,340,000 | $ 1,070,000 | |||||||||||||||
Repayments of debt | $ 1,330,000 | ||||||||||||||||
RedPath Note [Member] | Senior Secured Non-Convertible Note [Member] | |||||||||||||||||
Debt instrument, face amount | $ 3,550,000 | $ 3,550,000 | $ 3,550,000 | $ 3,550,000 | 5,320,000 | ||||||||||||
Debt conversion, converted instrument, amount | $ 3,550,000 | ||||||||||||||||
Debt conversion, converted instrument, shares issued | 3,795,429 | ||||||||||||||||
RedPath Note [Member] | Senior Secured Convertible Note [Member] | |||||||||||||||||
Debt instrument, face amount | $ 5,320,000 | $ 5,320,000 | |||||||||||||||
RedPath Note [Member] | Investor [Member] | |||||||||||||||||
Debt instrument, face amount | $ 8,870,000 | ||||||||||||||||
Second Registered Direct Offering [Member] | |||||||||||||||||
Proceeds from issuance of sale of equity | $ 4,200,000 | ||||||||||||||||
Number of common stock shares issued | 630,000 | ||||||||||||||||
Common stock issued price per share | $ 6.81 | ||||||||||||||||
Third Registered Direct Offering [Member] | |||||||||||||||||
Number of common stock shares issued | 855,000 | ||||||||||||||||
Common stock issued price per share | $ 4.69 | ||||||||||||||||
Warrant to purchase shares of common stock | 855,000 | ||||||||||||||||
Third Registered Direct Offering and Private Placement [Member] | |||||||||||||||||
Proceeds from issuance of sale of equity | $ 4,000,000 | ||||||||||||||||
Settlement of obligation | $ 1,000,000 | ||||||||||||||||
Confidentially Marketed Public Offering [Member] | |||||||||||||||||
Proceeds from issuance of sale of equity | $ 3,900,000 | ||||||||||||||||
Number of common stock shares issued | 1,200,000 | ||||||||||||||||
Common stock issued price per share | $ 3 | ||||||||||||||||
Percentage of additional option granted for underwriters | 9.00% |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2017 | |
ThyraMIR [Member] | |||
Additional revenue recognized | $ 179 | $ 122 | $ 301 |
Minimum [Member] | |||
Finite-lived intangible asset, useful life | 2 years | ||
Maximum [Member] | |||
Finite-lived intangible asset, useful life | 9 years |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Indemnification assets | $ 875 | $ 875 |
Other receivables | 303 | 325 |
Other | 198 | 215 |
Other current assets | $ 1,376 | $ 1,415 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Schedule of Weighted Average Number of Shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Basic weighted average number of of common shares | 9,657,000 | 1,816,000 | 6,877,000 | 1,796,000 |
Potential dilutive effect of stock-based awards | ||||
Diluted weighted average number of common shares | 9,657,000 | 1,816,000 | 6,877,000 | 1,796,000 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | 17,581,000 | 226,000 | 17,581,000 | 226,000 |
Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 323,000 | 323,000 | ||
Stock-Settled Stock Appreciation Rights (SARs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 85,000 | 103,000 | 85,000 | 103,000 |
Restricted Stock and Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 68,000 | 123,000 | 68,000 | 123,000 |
Performance Contingent SARs [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | 17,105,000 | 17,105,000 |
Other Intangible Assets (Detail
Other Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 813 | $ 970 | $ 1,626 | $ 1,939 |
Other Intangible Assets - Sched
Other Intangible Assets - Schedule of Identifiable Intangible Assets Carrying Value (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Finite-lived Intangible Assets, Accumulated Amortization | $ (8,888,000) | $ (7,262,000) |
Finite-lived Intangible Assets, Net Carrying Value | $ 34,732,000 | 36,358,000 |
Diagnostic Assets, Thyroid [Member] | Asuragen Acquisition [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 9 years | |
Finite-lived Intangible Assets, Net Carrying Value | $ 8,519,000 | 8,519,000 |
Diagnostic Assets, Pancreas [Member] | Asuragen Acquisition [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 0 years | |
Finite-lived Intangible Assets, Net Carrying Value | ||
Diagnostic Assets, Biobank [Member] | Asuragen Acquisition [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 0 years | |
Finite-lived Intangible Assets, Net Carrying Value | ||
Diagnostic Assets, Pancreas Test [Member] | RedPath Acquisition [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 7 years | |
Finite-lived Intangible Assets, Net Carrying Value | $ 16,141,000 | 16,141,000 |
Diagnostic Assets, Barrett's Test [Member] | RedPath Acquisition [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 9 years | |
Finite-lived Intangible Assets, Net Carrying Value | $ 18,351,000 | 18,351,000 |
Diagnostic Lab, CLIA Lab [Member] | ||
Finite-lived Intangible Asset, Useful Life (Years) | 2 years 3 months 19 days | |
Finite-lived Intangible Assets, Net Carrying Value | $ 609,000 | 609,000 |
Diagnostic Assets [Member] | ||
Finite-lived Intangible Assets, Net Carrying Value | $ 43,011,000 | $ 43,011,000 |
Other Intangible Assets - Sch43
Other Intangible Assets - Schedule of Future Estimated Amortization Expense (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,017 | $ 3,252 |
2,018 | 3,252 |
2,019 | 5,292 |
2,020 | 5,292 |
2,021 | $ 4,908 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - USD ($) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 21, 2017 | Jun. 16, 2017 | Dec. 31, 2016 | Jun. 21, 2016 | |
Business combination, contingent consideration liabilities | $ 235 | $ 260 | |||
Prefunded Warrants [Member] | |||||
Warrant to purchase shares of common stock | 2,600,000 | 2,600,000 | |||
Underwriter Warrants[Member] | |||||
Warrant to purchase shares of common stock | 575,000 | 1,875,000 | |||
RedPath Integrated Pathology, Inc [Member] | Termination Agreement [Member] | |||||
Business combination, contingent consideration liabilities | 6,000 | ||||
Business combination, operating expenses | $ 5,800 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instrument Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Inputs, Level 1 [Member] | ||
Cash and cash equivalents | $ 14,265 | $ 602 |
Contingent consideration | ||
Fair value of liabilities | ||
Fair Value, Inputs, Level 1 [Member] | Prefunded [Member] | ||
Warrant Liability | ||
Fair Value, Inputs, Level 1 [Member] | Underwriter [Member] | ||
Warrant Liability | ||
Fair Value, Inputs, Level 1 [Member] | Asuragen [Member] | ||
Contingent consideration | ||
Fair Value, Inputs, Level 1 [Member] | RedPath [Member] | ||
Contingent consideration | ||
Fair Value, Inputs, Level 2 [Member] | ||
Cash and cash equivalents | ||
Contingent consideration | ||
Fair value of liabilities | ||
Fair Value, Inputs, Level 2 [Member] | Prefunded [Member] | ||
Warrant Liability | ||
Fair Value, Inputs, Level 2 [Member] | Underwriter [Member] | ||
Warrant Liability | ||
Fair Value, Inputs, Level 2 [Member] | Asuragen [Member] | ||
Contingent consideration | ||
Fair Value, Inputs, Level 2 [Member] | RedPath [Member] | ||
Contingent consideration | ||
Fair Value, Inputs, Level 3 [Member] | ||
Cash and cash equivalents | ||
Contingent consideration | 7,514 | |
Fair value of liabilities | 3,094 | |
Fair Value, Inputs, Level 3 [Member] | Prefunded [Member] | ||
Warrant Liability | 1,061 | |
Fair Value, Inputs, Level 3 [Member] | Underwriter [Member] | ||
Warrant Liability | 432 | |
Fair Value, Inputs, Level 3 [Member] | Asuragen [Member] | ||
Contingent consideration | 1,061 | 1,545 |
Fair Value, Inputs, Level 3 [Member] | RedPath [Member] | ||
Contingent consideration | 5,969 | |
Cash [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Cash and cash equivalents | 14,265 | 602 |
Cash [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Cash and cash equivalents | ||
Cash [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Cash and cash equivalents | ||
Reported Value Measurement [Member] | ||
Cash and cash equivalents | 14,265 | 602 |
Contingent consideration | 7,514 | |
Fair value of liabilities | 3,094 | |
Reported Value Measurement [Member] | Prefunded [Member] | ||
Warrant Liability | 1,061 | |
Reported Value Measurement [Member] | Underwriter [Member] | ||
Warrant Liability | 432 | |
Reported Value Measurement [Member] | Asuragen [Member] | ||
Contingent consideration | 1,061 | 1,545 |
Reported Value Measurement [Member] | RedPath [Member] | ||
Contingent consideration | 5,969 | |
Reported Value Measurement [Member] | Cash [Member] | ||
Cash and cash equivalents | 14,265 | 602 |
Fair Value Measurements [Member] | ||
Cash and cash equivalents | 14,265 | 602 |
Contingent consideration | 7,514 | |
Fair value of liabilities | 3,094 | |
Fair Value Measurements [Member] | Prefunded [Member] | ||
Warrant Liability | 1,061 | |
Fair Value Measurements [Member] | Underwriter [Member] | ||
Warrant Liability | 432 | |
Fair Value Measurements [Member] | Asuragen [Member] | ||
Contingent consideration | 1,061 | 1,545 |
Fair Value Measurements [Member] | RedPath [Member] | ||
Contingent consideration | 5,969 | |
Fair Value Measurements [Member] | Cash [Member] | ||
Cash and cash equivalents | $ 14,265 | $ 602 |
Fair Value Measurements - Sch46
Fair Value Measurements - Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Beginning Balance | $ 7,514 |
Initial Liability | 2,877 |
Payments | (25) |
Accretion | 81 |
Cancellation of Obligation / Conversions | (7,490) |
Mark to Market | 137 |
Ending Balance | 3,094 |
Prefunded Warrants [Member] | |
Beginning Balance | |
Initial Liability | 2,247 |
Payments | |
Accretion | |
Cancellation of Obligation / Conversions | (1,252) |
Mark to Market | 66 |
Ending Balance | 1,061 |
Underwriter Warrants[Member] | |
Beginning Balance | |
Initial Liability | 422 |
Payments | |
Accretion | |
Cancellation of Obligation / Conversions | |
Mark to Market | 10 |
Ending Balance | 432 |
Asuragen [Member] | |
Beginning Balance | 1,545 |
Initial Liability | |
Payments | (25) |
Accretion | 81 |
Cancellation of Obligation / Conversions | |
Mark to Market | |
Ending Balance | 1,601 |
RedPath [Member] | |
Beginning Balance | 5,969 |
Initial Liability | |
Payments | |
Accretion | |
Cancellation of Obligation / Conversions | (5,969) |
Mark to Market | |
Ending Balance | |
Embedded Conversion Option [Member] | |
Beginning Balance | |
Initial Liability | 208 |
Payments | |
Accretion | |
Cancellation of Obligation / Conversions | (269) |
Mark to Market | 61 |
Ending Balance |
Fair Value Measurements - Sch47
Fair Value Measurements - Schedule of Assumptions Used in Black-Scholes Option Pricing Model (Details) - $ / shares | Jun. 21, 2017 | Mar. 22, 2017 | Jan. 25, 2017 | Jun. 30, 2017 |
Market Price | $ 0.87 | $ 2.37 | $ 4.33 | $ 2.63 |
Exercise Price | $ 1.25 | $ 4.69 | $ 4.69 | $ 2.44 |
Risk-free interest rate | 1.75% | 1.95% | 1.95% | 0.99% |
Expected volatility | 134.21% | 125.58% | 124.02% | 234.05% |
Expected life in years | 5 years | 5 years 6 months | 5 years | 1 year 2 months 30 days |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Pre-Funded Warrant Liability [Member] | ||||
Market Price | $ 0.89 | |||
Exercise Price | $ 0.01 | |||
Risk-free interest rate | 1.75% | |||
Expected volatility | 134.21% | |||
Expected life in years | 5 years | |||
Expected dividend yield | 0.00% | |||
Underwriters Warrant Liability [Member] | ||||
Market Price | $ 0.89 | |||
Exercise Price | $ 1.32 | |||
Risk-free interest rate | 1.75% | |||
Expected volatility | 134.21% | |||
Expected life in years | 5 years | |||
Expected dividend yield | 0.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | May 24, 2017USD ($)a | Mar. 31, 2017USD ($)a | Mar. 09, 2017USD ($) | Oct. 13, 2016USD ($) | May 31, 2016USD ($) | Dec. 31, 2015USD ($) | Apr. 08, 2015USD ($) | Feb. 28, 2017USD ($) | Jan. 31, 2017Integer | Jun. 30, 2017USD ($)$ / shares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)$ / shares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / shares |
Loss contingency accrual, payments | $ 800,000 | ||||||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Severance costs | $ 3,700,000 | $ 1,100,000 | |||||||||||||
General and administrative expense | $ 2,793,000 | $ 2,015,000 | 4,315,000 | $ 4,797,000 | |||||||||||
Employee Severance [Member] | |||||||||||||||
Restructuring Reserve | $ 3,100,000 | ||||||||||||||
Restructuring and Related Activities, Number of Former Employees Agreed to Settle Severance Obligations | Integer | 5 | ||||||||||||||
Restructuring and Related Activities, Percentage of Severance Obligations to be Paid to Former Employees | 35.00% | ||||||||||||||
Payments for Restructuring | $ 1,000,000 | ||||||||||||||
Reversal expenses | 2,000,000 | ||||||||||||||
General and administrative expense | 1,500,000 | ||||||||||||||
General and administrative expense, discontinued operations | $ 500,000 | ||||||||||||||
Continuing Operations [Member] | |||||||||||||||
Severance costs | 500,000 | ||||||||||||||
Discontinued Operations [Member] | |||||||||||||||
Severance costs | 50,000 | ||||||||||||||
Continuing Operations [Member] | Employee Severance [Member] | |||||||||||||||
Restructuring Reserve | 2,200,000 | ||||||||||||||
Discontinuing Operations [Member] | Employee Severance [Member] | |||||||||||||||
Restructuring Reserve | $ 900,000 | ||||||||||||||
Companys Counter-Claim Against Prolias [Member] | |||||||||||||||
Litigation settlement, amount | $ 500,000 | $ 500,000 | |||||||||||||
Notes issued | 1,000,000 | $ 1,000,000 | |||||||||||||
Loss contingency, damages sought, value | 636,053 | 621,236 | |||||||||||||
Loss contingency damages sought, value, attorney fees | $ 390,769 | ||||||||||||||
Litigation Settlement Amount, Interest, Per Diem | $ 137 | ||||||||||||||
DOJ [Member] | |||||||||||||||
Loss contingency, renegotiated, amount | $ 500,000 | ||||||||||||||
DOJ [Member] | July 3, 2017 [Member] | |||||||||||||||
Loss contingency accrual, payments | 83,335 | ||||||||||||||
DOJ [Member] | August 31, 2017 [Member] | |||||||||||||||
Loss contingency accrual, payments | 83,333 | ||||||||||||||
DOJ [Member] | September 30, 2017 [Member] | |||||||||||||||
Loss contingency accrual, payments | 83,333 | ||||||||||||||
DOJ [Member] | October 31, 2017 [Member] | |||||||||||||||
Loss contingency accrual, payments | 83,333 | ||||||||||||||
DOJ [Member] | November 30, 2017 [Member] | |||||||||||||||
Loss contingency accrual, payments | 83,333 | ||||||||||||||
DOJ [Member] | December 31, 2017 [Member] | |||||||||||||||
Loss contingency accrual, payments | 83,333 | ||||||||||||||
Settlement Agreement [Member] | |||||||||||||||
Regulatory liabilities | $ 1,100,000 | $ 1,100,000 | $ 1,100,000 | ||||||||||||
Settlement Agreement [Member] | RedPath [Member] | Maximum [Member] | |||||||||||||||
Litigation settlement, amount | $ 3,000,000 | ||||||||||||||
Parsippany Lease [Member] | |||||||||||||||
Area of land | a | 5,900 | ||||||||||||||
Initial monthly obligation | $ 13,000 | ||||||||||||||
Pittsburgh Lease [Member] | |||||||||||||||
Area of land | a | 20,000 | ||||||||||||||
Initial monthly obligation | $ 32,500 | ||||||||||||||
Lease expiration date | Mar. 31, 2018 |
Accrued Expenses and Long-Ter49
Accrued Expenses and Long-Term Liabilities - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 983 | $ 711 |
Indemnification liability | 875 | 875 |
Contingent consideration | 235 | 260 |
Rent payable | 147 | 110 |
DOJ settlement | 750 | 80 |
Accrued professional fees | 759 | 1,746 |
Taxes payable | 477 | 526 |
Unclaimed property | 565 | 565 |
All others | 1,421 | 1,363 |
Other accrued expenses | $ 6,212 | $ 6,236 |
Accrued Expenses and Long-Ter50
Accrued Expenses and Long-Term Liabilities - Schedule of Other Long Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Uncertain tax positions | $ 3,688 | $ 3,594 |
DOJ settlement (indemnified by RedPath) | 250 | |
Derivative liability | 1,493 | |
Long-term liabilities | $ 5,181 | $ 3,844 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2015 | Dec. 31, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Share-based compensation arrangement, number of additional shares authorized | 245,000 | |||||
Share-based compensation arrangement by share-based payment award, description | Stock options have been granted with an exercise price equal to the market value of the common stock on the date of grant, expire 10 years from the date they are granted, and generally vested over a two-year period for members of the Board and a three-year period for employees. Upon exercise, new shares can be issued by the Company. The Company granted stock options in 2016, which vest monthly over a one-year period. SARs are generally granted with a grant price equal to the market value of the common stock on the date of grant, vest one-third each year on the anniversary of the date of grant and expire five years from the date of grant. | |||||
Share-based compensation arrangement, equity instruments other than options, grants in period | 18,505,000 | |||||
Allocated share-based compensation expense | $ 100 | $ 200 | $ 200 | $ 100 | ||
Six Employees [Member] | ||||||
Share-based compensation arrangement, options, grants in period, gross | 184,647 | |||||
Share-based compensation arrangements, options, grants in period, weighted average exercise price | $ 2.39 | |||||
Incentive Plan [Member] | CEO, CFO and Members of The Board [Member] | ||||||
Share-based compensation arrangement, options, grants in period, gross | 172,077 | |||||
Share-based compensation arrangements, options, grants in period, weighted average exercise price | $ 2.13 | |||||
Share-based compensation arrangement, equity instruments other than options, grants in period | 0 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based compensation arrangement, award vesting period | 3 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Risk-free interest rate | 1.96% |
Expected life (years) | 4 years 10 months 28 days |
Expected volatility | 138.71% |
Dividend yield | 0.00% |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Benefit for income tax | $ (301) | $ (236) | $ (298) | $ (227) |
Effective income tax rate | 4.60% | (6.30%) | 6.40% | 2.90% |
Segment Information (Details Na
Segment Information (Details Narrative) | Dec. 22, 2015NumberOfSegments |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Income Loss from Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenue, net | $ 1,644 | |||
Income (loss) from discontinued operations | 304 | 144 | 914 | (592) |
Gain (loss) on sale of assets | 1,326 | 1,326 | ||
Income from discontinued operations, before tax | 304 | 1,470 | 914 | 734 |
Income tax expense | 358 | 291 | 412 | 336 |
(Loss) income from discontinued operations, net of tax | $ (54) | $ 1,179 | $ 502 | $ 398 |
Discontinued Operations - Sch56
Discontinued Operations - Schedule of Discontinued Operations Amount Recognized in Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accounts receivable, net | ||
Unbilled receivable, net | ||
Other | 14 | |
Current assets from discontinued operations | 14 | |
Property and equipment, net | ||
Other | ||
Long-term assets from discontinued operations | ||
Total assets | 14 | |
Accounts payable | 826 | 890 |
Accrued salary and bonus | 1,272 | |
Other | 1,545 | 1,966 |
Current liabilities from discontinued operations | 2,371 | 4,128 |
Total liabilities | 2,371 | 4,128 |
CSO [Member] | ||
Accounts receivable, net | ||
Unbilled receivable, net | ||
Other | ||
Current assets from discontinued operations | ||
Property and equipment, net | ||
Other | ||
Long-term assets from discontinued operations | ||
Total assets | ||
Accounts payable | 826 | 890 |
Accrued salary and bonus | 1,272 | |
Other | 1,545 | 1,966 |
Current liabilities from discontinued operations | 2,371 | 4,128 |
Total liabilities | 2,371 | 4,128 |
DCA/TVG [Member] | ||
Accounts receivable, net | ||
Unbilled receivable, net | ||
Other | 14 | |
Current assets from discontinued operations | 14 | |
Property and equipment, net | ||
Other | ||
Long-term assets from discontinued operations | ||
Total assets | 14 | |
Accounts payable | ||
Accrued salary and bonus | ||
Other | ||
Current liabilities from discontinued operations | ||
Total liabilities |
Long-Term Debt (Details Narrati
Long-Term Debt (Details Narrative) - USD ($) | Apr. 18, 2017 | Mar. 22, 2017 | Oct. 31, 2014 | Apr. 18, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 23, 2017 |
Interest expense, debt | $ 216,000 | $ 858,000 | $ 469,000 | $ 1,062,000 | ||||||
Extinguishment fair value loss | (2,731,000) | (4,278,000) | ||||||||
Debt conversion, converted instrument, amount | 8,869,000 | |||||||||
Debt conversion, converted instrument, shares issued | 3,795,429 | |||||||||
Derivative liability | 1,493,000 | 1,493,000 | ||||||||
Senior Secured Convertible Note [Member] | ||||||||||
Debt conversion, converted instrument, shares issued | 3,795,429 | |||||||||
Exchanged Convertible Note and the Senior Secured Convertible Note [Member] | ||||||||||
Debt instrument, face amount | $ 3,550,000 | |||||||||
Embedded derivative, fair value of embedded derivative liability | 208,427,000 | 208,427,000 | ||||||||
Derivative, loss on derivative | 19,000,000 | 61,000,000 | ||||||||
Derivative liability | 0 | 0 | ||||||||
Debt issuance costs | 500,000 | |||||||||
RedPath Note [Member] | ||||||||||
Debt instrument, face amount | $ 1,070,000 | 9,340,000 | ||||||||
Repayment of debt | 1,330,000 | |||||||||
RedPath Note [Member] | Senior Secured Convertible Note [Member] | ||||||||||
Debt instrument, face amount | 5,320,000 | 5,320,000 | ||||||||
RedPath Note [Member] | Senior Secured Non-Convertible Note [Member] | ||||||||||
Debt instrument, face amount | $ 3,550,000 | 5,320,000 | $ 3,550,000 | 3,550,000 | 3,550,000 | |||||
Debt conversion, converted instrument, amount | $ 3,550,000 | |||||||||
Debt conversion, converted instrument, shares issued | 3,795,429 | |||||||||
RedPath Note [Member] | Exchanged Convertible Note [Member] | ||||||||||
Extinguishment fair value loss | $ 4,300,000 | |||||||||
Payment of conversion fees percentage | 6.50% | |||||||||
Senior secured debt | $ 2,300,000 | $ 2,300,000 | ||||||||
RedPath Note [Member] | Investor [Member] | ||||||||||
Debt instrument, face amount | 8,870,000 | |||||||||
RedPath Note [Member] | Exchange Agreement [Member] | ||||||||||
Debt instrument, face amount | 9,340,000 | |||||||||
Repayment of debt | 1,330,000 | |||||||||
RedPath Note [Member] | Exchange Agreement [Member] | Exchanged Non-Convertible Note” and “Exchanged Notes [Member] | ||||||||||
Debt instrument, face amount | $ 8,870,000 | |||||||||
RedPath Note [Member] | Exchange Agreement [Member] | Investor [Member] | ||||||||||
Business combination cash acquired | $ 8,870,000 | |||||||||
RedPath Integrated Pathology, Inc [Member] | RedPath Note [Member] | ||||||||||
Debt instrument, face amount | 9,340,000 | |||||||||
RedPath Integrated Pathology, Inc [Member] | Note Payable [Member] | ||||||||||
Interest expense, debt | 200,000 | $ 200,000 | $ 200,000 | $ 400,000 | ||||||
Debt instrument, unamortized discount | 1,400,000 | |||||||||
Fair value of debt | 9,300,000 | |||||||||
Long-term debt | $ 7,900,000 | |||||||||
Maxim Group LLC [Member] | Senior Secured Convertible Note [Member] | ||||||||||
Debt instrument, face amount | 8,850,000 | 8,850,000 | ||||||||
Cash fees paid | 600,000 | $ 600,000 | ||||||||
Percentage of cash fee paid | 6.50% | |||||||||
Senior secured debt | $ 8,850,000 | $ 8,850,000 | ||||||||
RedPath Acquisition [Member] | ||||||||||
Business combination, consideration transferred, liabilities incurred | $ 7,500,000 |
Supplemental Cash Flow Inform58
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Supplemental Cash Flow Elements [Abstract] | ||
Net cash used in operating activities of discontinued operations | $ (883) | $ (884) |
Net cash (used in) provided by investing activities of discontinued operations |
Supplemental Cash Flow Inform59
Supplemental Cash Flow Information - Schedule of Supplemental Disclosures of Noncash Financing Activities (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | ||
Supplemental Cash Flow Elements [Abstract] | |||
Write-off of the RedPath Note | $ (8,098) | ||
Issuance of the Exchange Notes | 11,375 | ||
Non-cash equity conversion costs | (173) | ||
Debt issuance costs | (511) | ||
Warrants issued through Termination Agreement | [1] | 193 | |
Conversion of debt to equity | $ 8,869 | ||
[1] | See Note 14, Equity for more details |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Jun. 21, 2017 | Jun. 16, 2017 | Mar. 22, 2017 | Feb. 08, 2017 | Jan. 25, 2017 | Jan. 06, 2017 | Apr. 18, 2017 | Feb. 28, 2017 | Dec. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Oct. 31, 2014 | |
Gross proceeds from equity offerings | $ 25,900,000 | ||||||||||||
Number of common stock issued, shares | 9,900,000 | ||||||||||||
Proceeds from issuance of common stock | 22,366,000 | ||||||||||||
Proceeds from issuance or sale of equity | 25,900,000 | ||||||||||||
Fair value of warrants issued | $ 76,000 | ||||||||||||
Option to purchase, overallotment option, percentage | 4.00% | ||||||||||||
Warrant term | 5 years | ||||||||||||
Debt conversion, converted instrument, shares issued | 3,795,429 | ||||||||||||
Underwriters over allotment option to purchase common stock | 1,875,000 | ||||||||||||
Debt instrument beneficial percentage, description | The company offered to each purchaser whose purchase of shares of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants, in lieu of shares of common stock that would otherwise result in the purchaserÂ’s beneficial ownership exceeding 4.99% of our outstanding common stock. Subject to limited exceptions, a holder of pre-funded warrants could not have the right to exercise any portion of its pre-funded warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstanding immediately after giving effect to such exercise. Each pre-funded warrant was exercisable for one share of our common stock. | ||||||||||||
Proceeds from warrants | [1] | $ 193,000 | |||||||||||
July 7, 2017 [Member] | |||||||||||||
Warrants to purchase shares of common stock | 2,600,000 | ||||||||||||
Warrant exercised | 2,600,000 | ||||||||||||
Warrant exercise price | $ 0.01 | ||||||||||||
July 31, 2017 [Member] | |||||||||||||
Gross proceeds from equity offerings | $ 960,000 | ||||||||||||
Warrants to purchase shares of common stock | 875,000 | ||||||||||||
Underwriters over allotment option to purchase common stock | 875,000 | ||||||||||||
Warrant exercise price | $ 0.19 | ||||||||||||
Underwriters purchase common stock, value | $ 960,000 | ||||||||||||
June 21st Offering [Member] | |||||||||||||
Proceeds from warrants | $ 13,700,000 | ||||||||||||
Underwriter Discount [Member] | July 31, 2017 [Member] | |||||||||||||
Proceeds from warrants | 882,000 | ||||||||||||
Underwriters purchase common stock, value | $ 72,000 | ||||||||||||
RedPath Note [Member] | |||||||||||||
Repayments of debt | $ 1,330,000 | ||||||||||||
Debt instrument principal amount | 9,340,000 | $ 1,070,000 | |||||||||||
RedPath Note [Member] | Investor [Member] | |||||||||||||
Debt instrument principal amount | $ 8,870,000 | ||||||||||||
Acquitision of debt | $ 8,870,000 | ||||||||||||
RedPath Note [Member] | RedPath Integrated Pathology, Inc [Member] | |||||||||||||
Debt instrument principal amount | 9,340,000 | ||||||||||||
Senior Secured Convertible Note [Member] | |||||||||||||
Debt instrument principal amount | 5,320,000 | ||||||||||||
Senior Secured Non-Convertible Note [Member] | |||||||||||||
Debt instrument principal amount | $ 3,550,000 | ||||||||||||
Termination Agreement [Member] | RedPath Equityholder Representative [Member] | |||||||||||||
Warrants to purchase shares of common stock | 100,000 | ||||||||||||
Common stock purchase price per share | $ 4.69 | ||||||||||||
Fair value of warrants issued | $ 193,037 | ||||||||||||
Warrant term | 5 years | ||||||||||||
Employee Severance [Member] | |||||||||||||
Payments for restructuring | $ 1,000,000 | ||||||||||||
Second Registered Direct Offering [Member] | |||||||||||||
Number of common stock issued, shares | 630,000 | ||||||||||||
Commo stock price, per share | $ 6.81 | ||||||||||||
Proceeds from issuance of common stock | $ 4,200,000 | ||||||||||||
Third Registered Direct Offering [Member] | |||||||||||||
Number of common stock issued, shares | 855,000 | ||||||||||||
Fair value of warrants issued | $ 1,668,290 | ||||||||||||
Third Registered Direct Offering [Member] | Employee Severance [Member] | |||||||||||||
Payments for restructuring | $ 1,000,000 | ||||||||||||
Third Registered Direct Offering [Member] | Private Placement [Member] | |||||||||||||
Warrants to purchase shares of common stock | 855,000 | ||||||||||||
Common stock purchase price per share | $ 4.69 | ||||||||||||
Proceeds from issuance or sale of equity | $ 4,000,000 | ||||||||||||
Confidentially Marketed Public Offering (CMPO) [Member] | |||||||||||||
Number of common stock issued, shares | 1,200,000 | ||||||||||||
Commo stock price, per share | $ 3 | ||||||||||||
Proceeds from issuance or sale of equity | $ 3,900,000 | ||||||||||||
Option to purchase, overallotment option, percentage | 9.00% | ||||||||||||
Common Stock [Member] | |||||||||||||
Number of common stock issued, shares | 34,000 | ||||||||||||
Warrants to purchase shares of common stock | 9,900,000 | ||||||||||||
Base Warrants [Member] | |||||||||||||
Gross proceeds from equity offerings | $ 13,700,000 | ||||||||||||
Number of common stock issued, shares | 12,500,000 | ||||||||||||
Warrants to purchase shares of common stock | 12,500,000 | ||||||||||||
Common stock purchase price per share | $ 1.25 | ||||||||||||
Common stock effective purchase price | $ 1.10 | ||||||||||||
Fair value of warrants issued | $ 5,300,000 | ||||||||||||
Underwriters over allotment option to purchase common stock | 1,875,000 | ||||||||||||
Warrant exercise price | $ 0.01 | ||||||||||||
Underwriter Warrants[Member] | |||||||||||||
Number of common stock issued, shares | 575,000 | ||||||||||||
Warrants to purchase shares of common stock | 2,600,000 | ||||||||||||
Common stock purchase price per share | $ 0.01 | ||||||||||||
Warrant exercise price | $ 1.32 | ||||||||||||
Base Warrant And Prefunded Warrants [Member] | |||||||||||||
Common stock effective purchase price | $ 1.09 | ||||||||||||
Prefunded Warrants [Member] | |||||||||||||
Gross proceeds from equity offerings | $ 12,300,000 | ||||||||||||
Number of common stock issued, shares | 2,600,000 | ||||||||||||
Warrants to purchase shares of common stock | 2,600,000 | ||||||||||||
Common stock purchase price per share | $ 1.09 | ||||||||||||
Underwriting discount rate | 7.50% | ||||||||||||
Offering and over-allotment and reasonable out-of-pocket expenses | $ 100,000 | ||||||||||||
Warrant exercise price | $ 1.09 | $ 0.01 | |||||||||||
Oveallotment Warrants [Member] | |||||||||||||
Warrants to purchase shares of common stock | 1,875,000 | ||||||||||||
Common stock purchase price per share | $ 0.01 | ||||||||||||
Overallotment Warrants [Member] | |||||||||||||
Number of common stock issued, shares | 1,875,000 | ||||||||||||
Fair value of warrants issued | $ 800,000 | ||||||||||||
[1] | See Note 14, Equity for more details |
Equity - Schedule of Fair Value
Equity - Schedule of Fair Value of Assumptions Used in Black-Schloes Option Pricing Model (Details) - $ / shares | Jun. 21, 2017 | Mar. 22, 2017 | Jan. 25, 2017 | Jun. 30, 2017 |
Equity [Abstract] | ||||
Market Price | $ 0.87 | $ 2.37 | $ 4.33 | $ 2.63 |
Exercise Price | $ 1.25 | $ 4.69 | $ 4.69 | $ 2.44 |
Risk-free interest rate | 1.75% | 1.95% | 1.95% | 0.99% |
Expected volatility | 134.21% | 125.58% | 124.02% | 234.05% |
Expected life in years | 5 years | 5 years 6 months | 5 years | 1 year 2 months 30 days |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Warrants - Schedule of Warrants
Warrants - Schedule of Warrants Outstanding and Warrants Activity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 16, 2017 | |
Warrant, Beinning balance | ||
Warrants Issued | 18,505,000 | |
Warrants Exercised | (1,400,000) | |
Warrant, Ending balance | 17,105,000 | |
Prefunded Warrants [Member] | ||
Description | Pre-Funded Warrants, issued June 21, 2017 | |
Classification | Liability | |
Exercise Price | $ 0.01 | $ 1.09 |
Expiration Date | None | |
Warrant, Beinning balance | ||
Warrants Issued | 2,600,000 | |
Warrants Exercised | (1,400,000) | |
Warrant, Ending balance | 1,200,000 | |
Underwriter Warrants[Member] | ||
Description | Underwriters Warrants, issued June 21, 2017 | |
Classification | Liability | |
Exercise Price | $ 1.32 | |
Expiration Date | December 2,022 | |
Warrant, Beinning balance | ||
Warrants Issued | 575,000 | |
Warrants Exercised | ||
Warrant, Ending balance | 575,000 | |
Private Placement Warrants[Member] | ||
Description | Private Placement Warrants, issued January 25, 2017 | |
Classification | Equity | |
Exercise Price | $ 4.69 | |
Expiration Date | June 2,022 | |
Warrant, Beinning balance | ||
Warrants Issued | 855,000 | |
Warrants Exercised | ||
Warrant, Ending balance | 855,000 | |
RedPath Warrants[Member] | ||
Description | RedPath Warrants, issued March 22, 2017 | |
Classification | Equity | |
Exercise Price | $ 4.69 | |
Expiration Date | September 2,022 | |
Warrant, Beinning balance | ||
Warrants Issued | 100,000 | |
Warrants Exercised | ||
Warrant, Ending balance | 100,000 | |
Base & Overallotment Warrants[Member] | ||
Description | Base & Overallotment Warrants, issued June 21, 2017 | |
Classification | Equity | |
Exercise Price | $ 1.25 | |
Expiration Date | June 2,022 | |
Warrant, Beinning balance | ||
Warrants Issued | 14,375,000 | |
Warrants Exercised | ||
Warrant, Ending balance | 14,375,000 |
Other Subsequent Events (Detail
Other Subsequent Events (Details Narrative) - USD ($) | Jul. 31, 2017 | Jul. 07, 2017 | Jul. 03, 2017 | Jun. 16, 2017 | Jun. 30, 2017 |
Warrants exercised | (1,400,000) | ||||
Warrants issued | 18,505,000 | ||||
Underwriters over allotment option to purchase common stock | 1,875,000 | ||||
Prefunded Warrants [Member] | |||||
Warrants exercised | (1,400,000) | ||||
Exercise price | $ 1.09 | $ 0.01 | |||
Warrants issued | 2,600,000 | ||||
Subsequent Event [Member] | |||||
Warrants exercised | 1,200,000 | 1,200,000 | |||
Exercise price | $ 0.01 | $ 0.01 | |||
Warrants issued | 2,600,000 | 2,600,000 | |||
Underwriters over allotment option to purchase common stock | 875,000 | ||||
Shares issued, price per share | $ 1.09 | ||||
Underwriters over allotment option to purchase common stock, value | $ 960 | ||||
Underwriter discounts | $ 720 | ||||
Partial exercise of over-allotment option in available shares | 1,875,000 | ||||
Remaining overallotment, shares | 1,000,000 | ||||
Overallotment, shares expired | Jul. 31, 2017 | ||||
Subsequent Event [Member] | Thirty Consecutive Business Days [Member] | |||||
Shares issued, price per share | $ 1 | ||||
Subsequent Event [Member] | Ten Consecutive Business Days [Member] | |||||
Shares issued, price per share | 1 | ||||
Subsequent Event [Member] | Ten Consecutive Business Days [Member] | January 29, 2018 [Member] | |||||
Shares issued, price per share | $ 1 | ||||
Subsequent Event [Member] | Prefunded Warrants [Member] | |||||
Warrants exercised | 2,600,000 | 2,600,000 | |||
Exercise price | $ 0.01 | $ 0.01 | |||
Warrants issued | 2,600,000 | 2,600,000 |