Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-24249 | ||
Entity Registrant Name | Interpace Biosciences, Inc. | ||
Entity Central Index Key | 0001054102 | ||
Entity Tax Identification Number | 22-2919486 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | Morris Corporate Center 1 | ||
Entity Address, Address Line Two | Building C | ||
Entity Address, Address Line Three | 300 Interpace Parkway | ||
Entity Address, City or Town | Parsippany | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07054 | ||
City Area Code | (855) | ||
Local Phone Number | 776-6419 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 42,186,849 | ||
Entity Common Stock, Shares Outstanding | 4,226,422 | ||
Documents Incorporated by Reference [Text Block] | Part III of this Annual Report on Form 10-K will be incorporated by reference from certain portions of the Registrant’s definitive proxy statement for the 2021 annual meeting of stockholders, or Proxy Statement, or will be included in an amendment hereto, to be filed within 120 days of the end of the fiscal year ended December 31, 2021. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part hereof | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 243 | ||
Auditor Name | BDO USA, LLP | ||
Auditor Location | Woodbridge, New Jersey |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 3,064 | $ 2,772 |
Restricted cash | 250 | 600 |
Accounts receivable, net of allowance for doubtful accounts of $72 and $275, respectively | 6,158 | 8,028 |
Other current assets | 2,694 | 2,722 |
Total current assets | 12,166 | 14,122 |
Property and equipment, net | 6,349 | 7,349 |
Other intangible assets, net | 7,287 | 11,351 |
Goodwill | 8,433 | 8,433 |
Operating lease right of use assets | 4,032 | 4,384 |
Other long-term assets | 160 | 42 |
Total assets | 38,427 | 45,681 |
Current liabilities: | ||
Accounts payable | 2,694 | 4,511 |
Accrued salary and bonus | 3,024 | 3,161 |
Other accrued expenses | 9,198 | 9,795 |
Current liabilities from discontinued operations | 766 | 766 |
Total current liabilities | 15,682 | 18,233 |
Contingent consideration | 1,383 | 1,818 |
Operating lease liabilities, net of current portion | 3,154 | 3,540 |
Line of credit | 1,500 | |
Note payable at fair value | 7,942 | |
Other long-term liabilities | 4,648 | 4,637 |
Total liabilities | 34,309 | 28,228 |
Commitments and contingencies (Note 11) | ||
Preferred stock, $.01 par value; 5,000,000 shares authorized, 47,000 Series B issued and outstanding | 46,536 | 46,536 |
Stockholders’ deficit: | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 4,228,169 and 4,075,257 shares issued, respectively; 4,195,412 and 4,055,593 shares outstanding, respectively | 403 | 402 |
Additional paid-in capital | 186,106 | 184,404 |
Accumulated deficit | (227,059) | (212,116) |
Treasury stock, at cost (32,757 and 19,664 shares, respectively) | (1,868) | (1,773) |
Total stockholders’ deficit | (42,418) | (29,083) |
Total liabilities and stockholders’ deficit | (8,109) | (855) |
Total liabilities, preferred stock and stockholders’ deficit | $ 38,427 | $ 45,681 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 72 | $ 275 |
Temporary equity, par value | $ 0.01 | $ 0.01 |
Temporary equity, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,228,169 | 4,075,257 |
Common stock, shares outstanding | 4,195,412 | 4,055,593 |
Treasury stock, shares | 32,757 | 19,664 |
Series B Preferred Stock [Member] | ||
Temporary equity, shares issued | 47,000 | 47,000 |
Temporary equity, shares outstanding | 47,000 | 47,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue, net | $ 41,314 | $ 32,398 |
Cost of revenue (excluding amortization of $4,064 and $4,461, respectively) | 23,369 | 21,673 |
Gross profit | 17,945 | 10,725 |
Operating expenses: | ||
Sales and marketing | 10,067 | 9,254 |
Research and development | 1,882 | 2,795 |
General and administrative | 13,669 | 18,192 |
Transition expense | 2,585 | 2,578 |
Loss on DiamiR transaction | 13 | |
Acquisition related amortization expense | 4,064 | 4,461 |
Change in fair value of contingent consideration | (338) | (489) |
Total operating expenses | 31,942 | 36,791 |
Operating loss | (13,997) | (26,066) |
Interest accretion expense | (496) | (549) |
Related party interest | (424) | |
Other (expense) income, net | (496) | 467 |
Loss from continuing operations before tax | (15,413) | (26,148) |
(Benefit) provision for income taxes | (667) | 53 |
Loss from continuing operations | (14,746) | (26,201) |
Loss from discontinued operations, net of tax | (197) | (250) |
Net loss | (14,943) | (26,451) |
Less adjustment for preferred stock deemed dividend | (3,033) | |
Net loss attributable to common stockholders | $ (14,943) | $ (29,484) |
Basic and diluted loss per share of common stock: | ||
From continuing operations | $ (3.57) | $ (7.26) |
From discontinued operations | (0.04) | (0.06) |
Net loss per basic and diluted share of common stock | $ (3.61) | $ (7.32) |
Weighted average number of common shares and common share equivalents outstanding: | ||
Basic | 4,135 | 4,029 |
Diluted | 4,135 | 4,029 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Amortization | $ 4,064 | $ 4,461 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance, value | $ 393 | $ (1,721) | $ 182,514 | $ (185,665) |
Balance, shares at Dec. 31, 2019 | 3,932 | 12 | ||
Balance,value at Dec. 31, 2019 | $ 393 | $ (1,721) | 182,514 | (185,665) |
Common stock issued, shares | 37 | |||
Common stock issued | $ 1 | |||
Restricted stock issued, shares | 6 | |||
Restricted stock issued | ||||
Common stock issued through market sales, shares | 80 | |||
Common stock issued through market sales | $ 8 | 476 | ||
Common stock issued through ESPP, shares | ||||
Common stock issued through ESPP | ||||
Treasury stock purchased, shares | ||||
Treasury stock purchased | ||||
Extinguishment of series A shares | (828) | |||
Beneficial Conversion Feature in connection with Series B Issuance | 2,205 | |||
Amortization of beneficial conversion feature | (2,205) | |||
Stock-based compensation expense | 418 | |||
Net income (loss) attributable to parent | (6,494) | |||
Adoption of Asc 842 | ||||
Balance,shares at Mar. 31, 2020 | 4,055 | 12 | ||
Balance,value at Mar. 31, 2020 | $ 402 | $ (1,721) | 182,580 | (192,159) |
Balance, shares at Dec. 31, 2019 | 3,932 | 12 | ||
Balance,value at Dec. 31, 2019 | $ 393 | $ (1,721) | 182,514 | (185,665) |
Balance,shares at Dec. 31, 2020 | 4,075 | 20 | ||
Balance,value at Dec. 31, 2020 | $ 402 | $ (1,773) | 184,404 | (212,116) |
Balance, value | $ 402 | $ (1,721) | 182,580 | (192,159) |
Balance, shares at Mar. 31, 2020 | 4,055 | 12 | ||
Balance,value at Mar. 31, 2020 | $ 402 | $ (1,721) | 182,580 | (192,159) |
Common stock issued, shares | ||||
Common stock issued | ||||
Treasury stock purchased, shares | 7 | |||
Treasury stock purchased | $ (49) | |||
Stock-based compensation expense | 400 | |||
Net income (loss) attributable to parent | (5,580) | |||
Balance,shares at Jun. 30, 2020 | 4,055 | 19 | ||
Balance,value at Jun. 30, 2020 | $ 402 | $ (1,770) | 182,980 | (197,739) |
Balance, value | $ 402 | $ (1,770) | 182,980 | (197,739) |
Common stock issued, shares | 5 | |||
Common stock issued | ||||
Common stock issued through ESPP, shares | ||||
Common stock issued through ESPP | ||||
Treasury stock purchased, shares | ||||
Treasury stock purchased | ||||
Stock-based compensation expense | 563 | |||
Net income (loss) attributable to parent | (6,234) | |||
Balance,shares at Sep. 30, 2020 | 4,060 | 19 | ||
Balance,value at Sep. 30, 2020 | $ 402 | $ (1,770) | 183,543 | (203,973) |
Balance, value | $ 402 | $ (1,770) | 183,543 | (203,973) |
Common stock issued, shares | 15 | |||
Common stock issued | ||||
Common stock issued through market sales | ||||
Treasury stock purchased, shares | 1 | |||
Treasury stock purchased | $ (3) | |||
Stock-based compensation expense | 861 | |||
Net income (loss) attributable to parent | (8,143) | |||
Balance,shares at Dec. 31, 2020 | 4,075 | 20 | ||
Balance,value at Dec. 31, 2020 | $ 402 | $ (1,773) | 184,404 | (212,116) |
Balance, value | $ 402 | $ (1,773) | 184,404 | (212,116) |
Common stock issued, shares | 9 | |||
Common stock issued | 108 | |||
Restricted stock issued, shares | 12 | |||
Restricted stock issued | ||||
Common stock issued through market sales, shares | ||||
Common stock issued through market sales | ||||
Common stock issued through ESPP, shares | 36 | |||
Common stock issued through ESPP | ||||
Treasury stock purchased, shares | ||||
Treasury stock purchased | ||||
Extinguishment of series A shares | ||||
Beneficial Conversion Feature in connection with Series B Issuance | ||||
Amortization of beneficial conversion feature | ||||
Stock-based compensation expense | 286 | |||
Net income (loss) attributable to parent | (4,207) | |||
Adoption of Asc | ||||
Balance,shares at Mar. 31, 2021 | 4,132,000 | 20 | ||
Balance,value at Mar. 31, 2021 | $ 402 | $ (1,773) | 184,798 | (216,323) |
Balance, shares at Dec. 31, 2020 | 4,075 | 20 | ||
Balance,value at Dec. 31, 2020 | $ 402 | $ (1,773) | 184,404 | (212,116) |
Balance,shares at Dec. 31, 2021 | 4,228 | 33 | ||
Balance,value at Dec. 31, 2021 | $ 403 | $ (1,868) | 186,106 | (227,059) |
Balance, value | $ 402 | $ (1,773) | 184,798 | (216,323) |
Balance, shares at Mar. 31, 2021 | 4,132,000 | 20 | ||
Balance,value at Mar. 31, 2021 | $ 402 | $ (1,773) | 184,798 | (216,323) |
Common stock issued, shares | 10 | |||
Common stock issued | ||||
Treasury stock purchased, shares | ||||
Treasury stock purchased | ||||
Stock-based compensation expense | 551 | |||
Net income (loss) attributable to parent | (3,446) | |||
Balance,shares at Jun. 30, 2021 | 4,142 | 20 | ||
Balance,value at Jun. 30, 2021 | $ 402 | $ (1,773) | 185,349 | (219,769) |
Balance, value | $ 402 | $ (1,773) | 185,349 | (219,769) |
Common stock issued, shares | 13 | |||
Common stock issued | 226 | |||
Common stock issued through ESPP, shares | 39 | |||
Common stock issued through ESPP | $ 1 | |||
Treasury stock purchased, shares | ||||
Treasury stock purchased | ||||
Stock-based compensation expense | 477 | |||
Net income (loss) attributable to parent | (3,561) | |||
Balance,shares at Sep. 30, 2021 | 4,194 | 20 | ||
Balance,value at Sep. 30, 2021 | $ 403 | $ (1,773) | 186,052 | (223,330) |
Balance, value | $ 403 | $ (1,773) | 186,052 | (223,330) |
Common stock issued, shares | 34 | |||
Common stock issued | ||||
Common stock issued through market sales | ||||
Treasury stock purchased, shares | 13 | |||
Treasury stock purchased | $ (95) | |||
Stock-based compensation expense | 54 | |||
Net income (loss) attributable to parent | (3,729) | |||
Balance,shares at Dec. 31, 2021 | 4,228 | 33 | ||
Balance,value at Dec. 31, 2021 | $ 403 | $ (1,868) | 186,106 | (227,059) |
Balance, value | $ 403 | $ (1,868) | $ 186,106 | $ (227,059) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows From Operating Activities | ||
Net loss | $ (14,943) | $ (26,451) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,374 | 5,501 |
Interest accretion expense | 496 | 549 |
Bad debt (recovery) expense | (140) | 585 |
Reversal of 2019 bonus accrual | (1,156) | |
Mark to market on warrants | 50 | (61) |
Amortization of deferred financing fees | 122 | |
Accrued interest - note payable | 120 | |
Note payable fees | 312 | |
Stock-based compensation | 1,255 | 2,187 |
ESPP expense | 113 | 55 |
Change in fair value of note payable | (58) | |
Deferred income taxes | 38 | 37 |
Loss on DiamiR transaction | 13 | |
Change in fair value of contingent consideration | (338) | (489) |
Asset impairment | 37 | |
Other gains and expenses, net | (2) | |
Other changes in operating assets and liabilities: | ||
Decrease in accounts receivable | 2,148 | 1,725 |
Decrease in other current assets | 28 | 241 |
Increase in other long-term assets | (118) | |
Decrease in accounts payable | (1,817) | (198) |
(Decrease) increase in accrued salaries and bonus | (137) | 1,976 |
(Decrease) increase in accrued liabilities | (1,086) | 1,395 |
(Decrease) increase in long-term liabilities | (149) | 88 |
Net cash used in operating activities | (8,719) | (13,979) |
Cash Flows From Investing Activity | ||
Purchase of property and equipment | (354) | (1,575) |
Sale of property and equipment | 39 | |
Net cash used in investing activities | (315) | (1,575) |
Cash Flows From Financing Activities | ||
Issuance of common stock, net of expenses | 335 | 434 |
Issuance of Series B preferred stock, net of expenses | 19,223 | |
Loan proceeds - related parties | 7,500 | |
Loan proceeds - BroadOak | 8,000 | |
Loan expenses - BroadOak | (312) | |
Payment of related party note and related interest | (7,924) | |
Financing fees - related party | (123) | |
Borrowings (payments) on Line of Credit | 1,500 | (3,000) |
Cash paid for repurchase of restricted shares | (52) | |
Net cash provided by financing activities | 8,976 | 16,605 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (58) | 1,051 |
Cash, cash equivalents and restricted cash – beginning | 3,372 | 2,321 |
Cash, cash equivalents and restricted cash – ending | $ 3,314 | $ 3,372 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Significant Accounting Policies | Nature of Business and Significant Accounting Policies Nature of Business Interpace Biosciences, Inc. (“Interpace” or the “Company”) enables personalized medicine, offering specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications and pharma services. The Company provides molecular diagnostics, bioinformatics and pathology services for evaluation of risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. The Company also provides pharmacogenomics testing, genotyping, biorepository and other specialized services to the pharmaceutical and biotech industries. The Company advances personalized medicine by partnering with pharmaceutical, academic, and technology leaders to effectively integrate pharmacogenomics into their drug development and clinical trial programs. Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of Interpace Biosciences, Inc. fka Interpace Diagnostics Group, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc. fka Interpace Biopharma, Inc. 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 (“CSO”) business unit. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has one reporting segment: the Company’s clinical and pharma services business. 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. 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 accounting for valuation allowances related to deferred income taxes, contingent consideration, allowances for doubtful accounts and notes, revenue recognition, unrecognized tax benefits, and asset impairments involving other intangible assets. The Company periodically reviews these matters and reflects changes in estimates as appropriate. Actual results could materially differ from those estimates. Reverse stock split On January 15, 2020, the Company effected a one-for-ten reverse split of its issued and outstanding shares of its common stock (the “Reverse Stock Split”). Every 10 shares of common stock issued and outstanding were automatically combined into one share of issued and outstanding common stock, without any change in the par value per share 39,323,701 3,932,370 39,205,895 3,920,589 Cash and Cash Equivalents Cash and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with original maturity of three months or less at the date of purchase. Accounts Receivable, Net The Company’s accounts receivables represent unconditional rights to consideration and are generated using its proprietary tests and pharma services. The Company’s clinical services are fulfilled upon completion of the test, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payer or direct-bill payer. Contractual adjustments represent the difference between the list prices and the reimbursement rates set by third party payers, including Medicare, commercial payers, and amounts billed to direct-bill payers. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. Pharma services represent, primarily, the performance of laboratory tests in support of clinical trials for pharma services customers. The Company bills these services directly to the customer. Other current assets Other current assets consisted of the following as of December 31, 2021 and 2020: Schedule of Current Assets December 31, 2021 December 31, 2020 Lab supply inventory $ 1,786 $ 2,052 Prepaid expenses 800 625 Other 108 45 Total other current assets $ 2,694 $ 2,722 Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is recognized on a straight-line basis, using the estimated useful lives of: seven twelve years two five years three twelve years three ten years Software Costs Internal-Use Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining internal-use software. Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over the software’s useful life, generally three seven years External-Use Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining external-use software. Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over the software’s useful life, generally three years See Note 6, Property and Equipment 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 ten years in acquisition related amortization expense in the Consolidated Statements of Operations. 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. As a result of overall economic conditions related to the coronavirus pandemic, the impact of the coronavirus pandemic on the Company’s financial results, and the decrease in the price of the Company’s common stock noted during the third quarter of fiscal 2020, the Company performed an internal review of its long-lived assets. Due to an extended delay in the launch of the Company’s Barrett’s test, the Company believes there was a triggering event in Fiscal 2016. The Company applied the required procedures under ASC 360 and assessed the estimated future cash flows related to the Barrett’s intangible asset on an undiscounted basis. It was determined that the carrying value of the asset was in excess of the undiscounted cash flows as of December 31, 2016. As a result, the Company performed a formal valuation of the asset on a discounted basis in order to measure the related impairment. Contingencies In the normal course of business, the Company is subject to various contingencies. Contingencies are recorded in the consolidated financial statements when it is probable that a liability will be incurred and the amount of the loss is reasonably estimable, or otherwise disclosed, in accordance with ASC 450, Contingencies. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. 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, when 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. The Company is not currently involved in any legal proceedings of a material nature and, accordingly, the Company has not accrued estimated costs related to any legal claims. Revenue Recognition Our clinical services derive its revenues from the performance of its proprietary assays or tests. The Company’s performance obligation is fulfilled upon the completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the tests performed. Revenue is recognized based on the estimated transaction price or NRV, which is determined based on historical collection rates by each payer category for each proprietary test offered by the Company. To the extent the transaction price includes variable consideration, for all third party and direct-bill payers and proprietary tests, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience. For our clinical services, we regularly review the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates and adjust the NRV’s and related contractual allowances accordingly. If actual collections and related NRV’s vary significantly from our estimates, we will adjust the estimates of contractual allowances, which would affect net revenue in the period such variances become known. For our pharma services, project level activities, including study setup and project management, are satisfied over the life of the contract. Revenues are recognized at a point in time when the test results or other deliverables are reported to the customer. The Company elected the practical expedient to expense contract costs as incurred related to clinical services because the contract term is less than one year. Contract costs for pharma services were not significant. Deferred Revenue For our pharma services, project level fee revenue is recognized as deferred revenue and recorded at fair value. It represents payments received in advance of services rendered and is recognized ratably over the life of the contract. Cost of revenue Cost of revenue consists primarily of the costs associated with operating our laboratories and other costs directly related to our tests. Personnel costs, which constitute the largest portion of cost of services, include all labor related costs, such as salaries, bonuses, fringe benefits and payroll taxes for laboratory personnel. Other direct costs include, but are not limited to, laboratory supplies, certain consulting expenses, royalty expenses, and facility expenses. Stock-Based Compensation The compensation cost associated with the granting of stock-based awards is based on the grant date fair value of the stock award. The Company recognizes the compensation cost, net of estimated forfeitures, over the shorter of the vesting period or the period from the grant date to the date when retirement eligibility is achieved. Forfeitures are initially estimated based on historical information and subsequently updated over the life of the awards to ultimately reflect actual forfeitures. As a result, changes in forfeiture activity can influence the amount of stock compensation cost recognized from period to period. The Company primarily uses the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards is made on the date of grant and is affected by the Company’s stock price as well as assumptions made regarding a number of complex and subjective variables. These assumptions include: expected stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors; the risk-free interest rate; and expected dividend yield. The fair value of restricted stock units, or RSUs, and restricted shares is equal to the closing stock price on the date of grant. In 2020, the Company issued performance-based options and RSUs based on achieving stock price or certain other financial metrics. These require the Company to assess the likelihood of achieving certain performance milestones on a quarterly basis. In these instances, the Company has the initial valuation model prepared by an outside expert. See Note 15, Stock-Based Compensation, Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Upon reissuance of shares, the Company records any difference between the weighted-average cost of such shares and any proceeds received as an adjustment to additional paid-in capital. Leases The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 8, Leases Income taxes Income taxes are based on income for financial reporting purposes calculated using the Company’s expected annual effective rate and reflect a current tax liability or asset for the estimated taxes payable or recoverable on the current year tax return and expected annual changes in deferred taxes. Any interest or penalties on income tax are recognized as a component of income tax expense. The Company accounts for income taxes using the asset and liability method. This method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities based on enacted tax laws and rates. Deferred tax expense (benefit) is the result of changes in the deferred tax asset and liability. A valuation allowance is established, when necessary, to reduce the deferred income tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company operates in multiple tax jurisdictions and pays or provides for the payment of taxes in each jurisdiction where it conducts business and is subject to taxation. The breadth of the Company’s operations and the complexity of the tax law require assessments of uncertainties and judgments in estimating the ultimate taxes the Company will pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of proposed assessments arising from federal and state audits. Uncertain tax positions are recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that a position taken or expected to be taken in a tax return would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement Significant judgment is also required in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods, if generated. The realization of these assets is dependent on generating future taxable income. Income (Loss) per Share Basic earnings per common share are computed by dividing net income by the weighted average number of shares outstanding during the year including any unvested share-based payment awards that contain nonforfeitable rights to dividends. Diluted earnings per common share are computed by dividing net income by the sum of the weighted average number of shares outstanding and dilutive common shares under the treasury method. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid), are participating securities and are included in the computation of earnings per share pursuant to the two-class method. As a result of the losses incurred in both 2021 and 2020, the potentially dilutive common shares have been excluded from the earnings per share computation for these periods because its inclusion would have been anti-dilutive. Additionally, preferred shares have been excluded in the denominator of the earnings per share computation, on an if-converted basis, as such shares would have been anti-dilutive. |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards | 2. Recent Accounting Standards Recently Adopted Accounting Guidance In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 will simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendment was effective for annual periods beginning after December 15, 2020. The Company adopted this pronouncement on January 1, 2021 and the impact was not material to the Company’s Consolidated Financial Statements. Accounting Pronouncements Pending Adoption In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its consolidated financial statements. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40), (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company does not expect this will have any impact on its unaudited consolidated financial statements. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 3. Going Concern 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. Accordingly, the accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might result from the outcome of this uncertainty. For the fiscal year ended December 31, 2021, we had an operating loss of $ 14.0 million. As of December 31, 2021, we had cash, cash equivalents and restricted cash of $ 3.3 million, total current assets of $ 12.2 million and current liabilities of $ 15.7 million. As of March 18, 2022, we had approximately $ 2.7 million of cash on hand, excluding restricted cash. In January 2022, the Company announced that CMS issued a new billing policy whereby CMS will no longer reimburse for the use of the Company’s ThyGeNEXT ® ® ® ® On January 7, 2021, the Company entered into secured promissory notes in the amount of $ 3 2 Notes Payable, 4.5 3.0 On September 29, 2021, the Company and Ampersand amended the Ampersand Note to change its maturity date to the earlier of (a) October 31, 2021 and (b) the date on which all amounts become due upon the occurrence of any event of default as defined in the Ampersand Note. On September 29, 2021, the Company and 1315 Capital amended the 1315 Capital Note to change its maturity date in a similar manner. In October 2021, the Company entered into a $ 7.5 million revolving credit facility with Comerica. See Note 19, Revolving Line of Credit 8.0 million BroadOak Term Loan, the proceeds of which were used to repay in full at their maturity the notes extended by Ampersand and 1315 Capital discussed above. See Note 13, Notes Payable, Although the Company is targeting to achieve adjusted EBITDA and cash flow breakeven during Fiscal 2022, we may not generate positive cash flows from operations for the year ending December 31, 2022. We intend to meet our ongoing capital needs by using our available cash and availability under the Comerica Loan Agreement, as well as through revenue growth and margin improvement; collection of accounts receivable; containment of costs; and the potential use of other financing options. However, if we are unable to meet the financial covenants under the Comerica Loan Agreement, the revolving line of credit and notes payable will become due and payable immediately. The Company is exploring various dilutive and non-dilutive sources of funding, including equity and debt financings, strategic alliances, business development and other sources in order to provide additional liquidity and expand the business through acquisitions or other strategic transactions. With the Company’s delisting from Nasdaq in February 2021, its ability to raise additional capital on terms acceptable to the Company may be adversely impacted. There can be no assurance that the Company will be successful in obtaining such funding on terms acceptable to the Company. In January 2022, the Company’s registration statement for a rights offering become effective. The rights offering was subsequently terminated in January 2022. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 4. 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. The components of liabilities classified as discontinued operations relate to Commercial Services and consist of the following as of December 31, 2021 and December 31, 2020: Schedule of Discontinued Operations December 31, December 31, Accrued liabilities $ 766 $ 766 Current liabilities from discontinued operations 766 766 Total liabilities $ 766 $ 766 The table below presents the significant components of CSO, Group DCA’s, Pharmakon’s and TVG’s results included within loss from discontinued operations, net of tax in the consolidated statements of operations for the years ended December 31, 2021 and 2020. 2021 2020 Years Ended December 31, 2021 2020 Income from discontinued operations, before tax $ - $ - Income tax expense 197 250 Loss from discontinued operations, net of tax $ (197 ) $ (250 ) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements Cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to their relative short-term nature. The Company’s financial liabilities reflected at fair value in the consolidated financial statements include contingent consideration, notes payable, and warrant liability. 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 for assets and liabilities include certain unobservable inputs in the assumptions and projections used 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. Schedule of Financial Instrument Measured on Recurring Basis As of December 31, 2021 Fair Value Measurements Carrying Fair As of December 31, 2021 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen $ 1,871 $ 1,871 $ $ $ 1,871 Other accrued expenses: Warrant liability 71 71 - - 71 Note payable: BroadOak loan 7,942 7,942 - - 7,942 $ 9,884 $ 9,884 $ - $ - $ 9,884 As of December 31, 2020 Fair Value Measurements Carrying Fair As of December 31, 2020 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen $ 2,216 $ 2,216 $ $ $ 2,216 Other long-term liabilities: Warrant liability 21 21 - - 21 $ 2,237 $ 2,237 $ - $ - $ 2,237 In connection with the acquisition of certain assets from Asuragen, 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. In connection with the BroadOak loan, the Company records the loan at fair value. The fair value of the loan is determined by a probability-weighted approach regarding the loan’s change in control feature. See Note 13, Notes Payable, Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation Adjustment Accretion/ to Fair Value/ December 31, 2020 Loan Received Payments Interest Accrued Mark to Market December 31, 2021 Asuragen $ 2,216 - $ (503 ) $ 496 $ (338 ) $ 1,871 Underwriters Warrants 21 - - - 50 71 BroadOak Loan - 8,000 - - (58 ) 7,942 $ 2,237 $ 8,000 $ (5 ) $ 496 $ (346 ) $ 9,884 Certain of the Company’s non-financial assets, such as other intangible assets are measured at fair value on a nonrecurring basis when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment consisted of the following as of December 31, 2021 and 2020: Schedule of Property and Equipment 2021 2020 December 31, 2021 2020 Furniture and fixtures $ 339 $ 339 Lab and office equipment 7,837 7,536 Computer equipment 331 339 Internal-use software 1,572 1,572 Leasehold improvements 506 505 Property and equipment 10,585 10,291 Less accumulated depreciation and amortization (4,236 ) (2,942 ) Net property and equipment $ 6,349 $ 7,349 Depreciation and amortization expense from continuing operations was approximately $ 1.2 0.8 0.3 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 7. Goodwill and Other Intangible Assets Goodwill is attributable to the acquisition of the Biopharma business from CGI in July 2019. The carrying value of the intangible assets acquired was $ 15.6 8.3 7.3 8.4 Schedule of Identifiable Intangible Assets Carrying Value As of December 31, 2021 As of December 31, 2020 Life Carrying Carrying (Years) Amount Amount Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett’s test 9 6,682 6,682 BioPharma acquisition: Trademarks 10 1,600 1,600 Customer relationships 8 5,700 5,700 CLIA Lab 2.3 $ 609 $ 609 Total $ 39,251 $ 39,251 Accumulated Amortization $ (31,964 ) $ (27,900 ) Net Carrying Value $ 7,287 $ 11,351 The following table displays a roll forward of the carrying amount of goodwill from January 1, 2020 to December 31, 2021: Schedule of Goodwill Carrying Value Carrying Amount Balance as of January 1, 2020 $ 8,433 Adjustments - Balance as of December 31, 2020 $ 8,433 Adjustments - Balance as of December 31, 2021 $ 8,433 Amortization expense was approximately $ 4.1 4.5 Schedule of Future Estimated Amortization Expense 2022 2023 2024 2025 2026 $ 2,143 $ 1,734 $ 873 $ 873 $ 873 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 8. Leases Finance lease assets are included in fixed assets, net of accumulated depreciation. The table below presents the lease-related assets and liabilities recorded in the Condensed Consolidated Balance Sheet: Schedule of Financing and Operating Leases Classification on the Balance Sheet December 31, 2021 Assets Financing lease assets Property and equipment, net $ 636 Operating lease assets Operating lease right of use assets 4,032 Total lease assets $ 4,668 Liabilities Current Financing lease liabilities Other accrued expenses $ 79 Operating lease liabilities Other accrued expenses 1,041 Total current lease liabilities $ 1,120 Noncurrent Financing lease liabilities Other long-term liabilities 59 Operating lease liabilities Operating lease liabilities, net of current portion 3,154 Total long-term lease liabilities 3,213 Total lease liabilities $ 4,333 The weighted average remaining lease term for the Company’s operating leases was 6.4 7.1 6.5 6.0 The table below reconciles the undiscounted cash flows to the lease liabilities recorded on the Company’s Consolidated Balance Sheet as of December 31, 2021: Schedule of Maturities of Operating and Financing Lease Liabilities Operating Leases Financing Leases 2022 $ 1,295 $ 86 2023 897 60 2024 567 - 2025 402 - 2026-2030 1,924 - Total minimum lease payments 5,085 146 Less: amount of lease payments representing effects of discounting 890 8 Present value of future minimum lease payments 4,195 138 Less: current obligations under leases 1,041 79 Long-term lease obligations $ 3,154 $ 59 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plans | 9. Retirement Plans The Company offers an employee 401(k) saving plan. Under the Interpace Biosciences, Inc. 401(k) Plan, employees may contribute up to 50% 100% 3% 50% 3% 5% 0.3 0.4 |
Accrued Expenses and Other Long
Accrued Expenses and Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Long-Term Liabilities | 10. Accrued Expenses and Other Long-Term Liabilities Other accrued expenses consisted of the following as of December 31, 2021 and 2020: Schedule of Other Accrued Expenses December 31, 2021 December 31, 2020 Accrued royalties $ 3,890 $ 2,710 Contingent consideration 488 398 Upfront Medicare payment - 2,066 Operating lease liability 1,041 1,027 Financing lease liability 79 177 Deferred revenue 40 54 Interest payable 120 - Warrant liability 71 - Accrued sales and marketing - diagnostics 47 51 Accrued lab costs - diagnostics 228 161 Accrued professional fees 932 854 Taxes payable 245 334 Unclaimed property 565 565 All others 1,452 1,398 Total other accrued expenses $ 9,198 $ 9,795 Other long-term liabilities consisted of the following as of December 31, 2021 and 2020: Schedule of Long Term Liabilities December 31, 2021 December 31, 2020 Warrant liability $ - $ 21 Uncertain tax positions 4,577 4,342 Deferred revenue 13 136 Other 58 138 Total other long-term liabilities $ 4,648 $ 4,637 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies The Company leases facilities and certain equipment under agreements classified as operating leases, which expire at various dates through May 2030 1.2 2.1 As of December 31, 2021, contractual obligations with terms exceeding one Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 5,085 $ 1,295 $ 1,464 $ 816 $ 1,510 Total $ 5,085 $ 1,295 $ 1,464 $ 816 $ 1,510 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. The Company could 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. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity | 12. Equity Preferred Stock Issuance: Securities Purchase and Exchange Agreement On January 10, 2020, the Company entered into a Securities Purchase and Exchange Agreement (the “Securities Purchase and Exchange Agreement”) with 1315 Capital and Ampersand (collectively, the “Investors”) pursuant to which the Company agreed to sell to the Investors an aggregate of $ 20.0 1,000 19,000 19.0 1,000 1.0 In addition, the Company agreed to exchange $ 27.0 0.01 270 100,000 27,000 6.00 8.00 6 34.0 A convertible financial instrument includes a beneficial conversion feature if its conversion price is lower than the Company’s stock price at the commitment date. The Company determined that the sale of the Series B Preferred resulted in a beneficial conversion feature with an intrinsic value of $ 2.2 6.79 6.00 In April 2020, the Company entered into support agreements with each of the Series B Investors, pursuant to which Ampersand and 1315 Capital, respectively, consented to, and agreed to vote (by proxy or otherwise), all shares of Series B Preferred Stock registered in its name or beneficially owned by it and/or over which it exercises voting control as of the date of the Support Agreement and any other shares of Series B Preferred Stock legally or beneficially held or acquired by such Series B Investor after the date of the Support Agreement or over which it exercises voting control, in favor of any Fundamental Action desired to be taken by the Company as determined by the Board. For purposes of each Support Agreement, “Fundamental Action” means any action proposed to be taken by the Company and set forth in Section 4(d)(i), 4(d)(ii), 4(d)(v), 4(d)(vi), 4(d)(viii) or 4(d)(ix) of the Certificate of Designation of Series B Preferred Stock or Section 8.5.1.1, 8.5.1.2, 8.5.1.5, 8.5.1.6, 8.5.1.8 or 8.5.1.9 of the Amended and Restated Investor Rights Agreement. The support agreement between the Company and Ampersand was terminated by mutual agreement on July 9, 2020; however, the support agreement entered into with 1315 Capital remains in effect. During October 2021, Ampersand and 1315 Capital provided consent to the Company to enter into the Comerica Loan Agreement and the BroadOak Term Loan. As of December 31, 2021 and 2020, there were 47,000 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | 13. Notes Payable BroadOak Loan and Repayment of Promissory Notes On October 29, 2021, the Company and its subsidiaries entered into a Loan and Security Agreement (the “BroadOak Loan Agreement”) with BroadOak, providing for a term loan in the aggregate principal amount of $ 8,000,000 October 31, 2024 9 7,500,000 The Term Loan has an origination fee of 3 The BroadOak Loan Agreement contains affirmative and negative restrictive covenants that are applicable from and after the date of the Term Loan advance. These restrictive covenants, which include restrictions on certain mergers, acquisitions, investments, encumbrances, etc., could adversely affect our ability to conduct our business. The BroadOak Loan Agreement also contains customary events of default. In connection with the BroadOak Loan Agreement, the Company and its subsidiaries entered into that certain First Amendment to Loan and Security Agreement and Consent with Comerica, dated as of November 1, 2021 (the “Comerica Amendment”), pursuant to which Comerica consented to the Company’s and its subsidiaries’ entry into the BroadOak Loan Agreement, and amended that certain Loan and Security Agreement among Comerica, the Company and its subsidiaries (the “Comerica Loan Agreement”) to, among other things, permit the indebtedness, liens and encumbrances contemplated by the BroadOak Loan Agreement. As a condition for BroadOak to extend the Term Loan to the Company and its subsidiaries, the Company’s existing creditor, Comerica, and BroadOak entered into that certain Subordination and Intercreditor Agreement, dated as of November 1, 2021, pursuant to which BroadOak agreed to subordinate all of the indebtedness and obligations of the Company and its subsidiaries owing to BroadOak to all of the indebtedness and obligations of the Company and its subsidiaries owing to Comerica (the “Intercreditor Agreement”). BroadOak further agreed to subordinate all of its respective security interests in assets or property of the Company and its subsidiaries to Comerica’s security interests in such assets or property. The Intercreditor Agreement provides that it is solely for the benefit of BroadOak and Comerica and is not for the benefit of the Company or any of its subsidiaries. The Company concluded that the Note met the definition of a “recognized financial liability” which is an acceptable financial instrument eligible for the fair value option under ASC 825-10-15-4, and did not meet the definition of any of the financial instruments listed within ASC 825-10-15-5 that are not eligible for the fair value option. The Note is not convertible and does not have any component recorded to shareholders’ equity. Accordingly, the Company elected the fair value option for the Note. Secured Promissory Notes – Related Parties On January 7, 2021, the Company entered into promissory notes with Ampersand, in the amount of $ 3 2 Ampersand holds 28,000 shares of the Company’s Series B Convertible Preferred Stock, which are convertible from time to time into an aggregate of 4,666,666 shares of our Common Stock, and 1315 Capital holds 19,000 shares of the Company Series B Convertible Preferred Stock, which are convertible from time to time into an aggregate of 3,166,668 shares of our Common Stock. On an as-converted basis, such shares would represent approximately 38.7 % and 26.3 % of our fully-diluted shares of Common Stock, respectively. In addition, pursuant to the terms of the Series B Convertible Preferred Stock certificate of designation and an amended and restated investor rights agreement among the Company and Ampersand and 1315 Capital, they each have the right to (1) approve certain of our actions, including our borrowing of money and any public offering of securities, and (2) designate two directors to our Board of Directors; provided, that certain of such rights held by 1315 Capital have been delegated pursuant to the related Support Agreement (See Note 12, Equity The rate of interest on the Notes was equal to eight percent ( 8.0 %) per annum and their maturity date was the earlier of (a) June 30, 2021 and (b) the date on which all amounts become due upon the occurrence of any event of default as defined in the Notes. No interest payments were due on the Notes until their maturity date. All payments on the Notes were pari passu. On May 10, 2021, (i) the Company and Ampersand amended the Ampersand Note to increase its principal amount to $ 4.5 3.0 7.5 June 30, 2021 8 On June 24, 2021, August 31, 2021, and September 29, 2021, the Company and Ampersand amended the Ampersand Note to change its maturity date to the earlier of (a) August 31, 2021, September 30, 2021, and October 31, 2021, respectively and (b) the date on which all amounts become due upon the occurrence of any event of default as defined in the Ampersand Note. On June 25, 2021, August 31, 2021, and September 29, 2021, the Company and 1315 Capital amended the 1315 Capital Note to change its maturity date in a similar manner. Except with respect to their respective maturity dates, the terms of the Notes are otherwise unchanged. The Security Agreement remained in full force and effect, and was not amended in connection with the amendments to the Notes. In the case of the amendments, the Company reviewed the changes in accordance with ASC 470 and determined they should be treated as modifications. The Notes contained certain negative covenants which prevented the Company from issuing any debt securities pursuant to which the Company issues shares, warrants or any other convertible security in the same transaction or a series of related transactions, except that Company may incur or enter into any capitalized and operating leases in the ordinary course of business consistent with past practice, or borrowed money or funded debt in an amount not to exceed $4.5 million (the “Debt Threshold”) that is subordinated to the Notes on terms acceptable to Ampersand and 1315 Capital; provided, that if the aggregate consolidated revenue recognized by the Company as reported on Form 10-K as filed with the SEC for any fiscal year ending after January 10, 2020 exceeds $45 million, the Debt Threshold for the following fiscal year shall increase to an amount equal to: (x) ten percent (10%); multiplied by (y) the consolidated revenue as reported by the Company on Form 10-K as filed with the SEC for the previous fiscal year . The Company used the proceeds of the BroadOak Term Loan discussed above to repay in full at their maturity all outstanding indebtedness under the promissory notes with Ampersand, dated January 7, 2021 and as last amended on September 29, 2021, in the amount of $ 4.5 3 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Warrants | 14. Warrants Warrants outstanding and warrant activity for the year ended December 31, 2021 are as follows: Schedule of Warrants Outstanding and Warrants Activity Description Classification Exercise Expiration Warrants Balance December 31, 2020 Warrants Balance December 31, 2021 Private Placement Warrants, issued January 25, 2017 Equity $ 46.90 June 2022 85,500 85,500 - 85,500 RedPath Warrants, issued March 22, 2017 Equity $ 46.90 September 2022 10,000 10,000 - 10,000 Underwriters Warrants, issued June 21, 2017 Liability $ 13.20 December 2022 57,500 53,500 - 53,500 Base & Overallotment Warrants, issued June 21, 2017 Equity $ 12.50 June 2022 1,437,500 870,214 - 870,214 Warrants issued October 12, 2017 Equity $ 18.00 April 2022 320,000 320,000 - 320,000 Underwriters Warrants, issued January 25, 2019 Equity $ 9.40 January 2022 65,434 65,434 - 65,434 1,975,934 1,404,648 1,404,648 The weighted average exercise price of the warrants is $ 15.97 0.4 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 15. Stock-Based Compensation The Company’s stock-incentive program is a long-term retention program that is intended to attract, retain and provide incentives for talented employees, officers and directors, and to align stockholder and employee interests. Currently, the Company is able to grant options, stock appreciation rights (“SARs”) and restricted shares from the Interpace Biosciences, Inc. 2019 Equity Incentive Plan. No new grants may be made under the Company’s prior stock incentive plan, the Interpace Diagnostics Group, Inc. (now known as Interpace Biosciences, Inc.) Amended and Restated 2004 Stock Award and Incentive Plan (the “2004 Plan”). Unless earlier terminated by action of the Company’s board of directors, the 2004 Plan will remain in effect until such time as no stock remains available for delivery and the Company has no further rights or obligations under the 2004 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 one to three-year period for employees and members of the Board. Upon exercise, new shares will be issued by the Company. The restricted shares and restricted stock units (“RSUs”) granted to employees generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. Restricted shares and RSUs granted to Board members generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances The Company primarily uses the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include the Company’s expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rate and expected dividends. Expected volatility is based on historical volatility. As there is no trading volume for the Company’s options, implied volatility is not representative of the Company’s current volatility so the historical volatility of the Company’s common stock is determined to be more indicative of the Company’s expected future stock performance. The expected life is determined using the safe-harbor method. The Company expects to use this simplified method for valuing employee options until more detailed information about exercise behavior becomes available over time. The Company bases the risk-free interest rate on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term on the options. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. The Company recognizes compensation cost, net of estimated forfeitures, arising from the issuance of stock options on a straight-line basis over the vesting period of the grant. The Company began an employee stock purchase plan in 2020 and recognized approximately $ 0.1 0.04 The estimated compensation cost associated with the granting of restricted stock and restricted stock units is based on the fair value of the Company’s common stock on the date of grant. The Company recognizes the compensation cost, net of estimated forfeitures, arising from the issuance of restricted stock and restricted stock units on a straight-line basis over the shorter of the vesting period or the period from the grant date to the date when retirement eligibility is achieved. The following table provides the weighted average assumptions used in determining the fair value of the stock options granted during the years ended December 31, 2021 and December 31, 2020. Schedule of Stock Options, Valuation Assumptions December 31, 2021 December 31, 2020 Risk-free interest rate 0.79 % 0.75 % Expected life 6 6.5 Expected volatility 134.73 % 123.71 % Dividend yield - - The weighted-average fair value of stock options granted during the year ended December 31, 2021 was estimated to be $ 4.64 5.36 13,042 no Stock-based compensation for the years ended December 31, 2021 and 2020 is as follows: Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award 2021 2020 RSUs and restricted stock $ 433 $ 176 Performance-based awards 107 265 Common stock awards - 116 Options 715 1,630 Total stock-based compensation expense $ 1,255 $ 2,187 A summary of stock option activity for the year ended December 31, 2021, and changes during such year, is presented below: Schedule of Stock Option Activity Weighted-Average Weighted- Remaining Average Contractual Aggregate Grant Period Intrinsic Shares Price (in years) Value Outstanding at January 1, 2021 848,819 $ 8.76 8.59 $ - Granted 347,500 6.00 9.21 - Exercised (13,042 ) 9.45 Forfeited or expired (550,766 ) 9.15 - Outstanding at December 31, 2021 632,511 6.89 8.40 - Exercisable at December 31, 2021 206,732 9.14 7.53 Vested and expected to vest 537,520 7.15 8.36 - A summary of the status of the Company’s non-vested options for the year ended December 31, 2021, and changes during such year, is presented below: Schedule of Non Vested Option Activity Shares Weighted- Nonvested at January 1, 2021 487,318 $ 5.81 Granted 347,500 4.64 Vested (127,696 ) 6.54 Forfeited (284,646 ) 5.72 Nonvested at December 31, 2021 422,476 $ 4.78 The aggregate fair value of options vested during the years ended December 31, 2021 and 2020 was $ 0.8 1.5 7.34 A summary of the Company’s non-vested shares of restricted stock and restricted stock units for the year ended December 31, 2021, and changes during such year, is presented below: Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity Average Weighted- Remaining Average Vesting Aggregate Grant Date Period Intrinsic Shares Fair Value (in years) Value Nonvested at January 1, 2021 239,457 $ 10.00 1.75 $ 1,348,781 Granted 207,438 5.46 - - Vested (65,577 ) 4.65 - - Forfeited (52,379 ) 5.23 - - Nonvested at December 31, 2021 328,939 $ 3.67 1.34 $ 2,467,043 The aggregate fair value of restricted stock units vested during each of the years ended December 31, 2021 and 2020 was $ 0.3 0.4 As of December 31, 2021, there was approximately $ 2.0 |
Revenue Sources
Revenue Sources | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Revenue Sources | 16. Revenue Sources The Company’s clinical services customers consist primarily of physicians, hospitals and clinics. Its revenue channels include Medicare, Medicare Advantage, Medicaid, Client Billings (hospitals, etc.), and commercial payers. The following sets forth the net revenue generated by revenue channel accounted for more than 10% of the Company’s revenue from continuing operations during the years ended December 31, 2021 and 2020, respectively. For the years ended December 31, 2021 and December 31, 2020, revenue from Medicare was approximately 54 50 Schedule of Revenue by Major Customers Years Ended December 31, Customer 2021 2020 Medicare $ 17,778 $ 10,186 Medicare Advantage $ 5,859 $ 3,566 Commercial Payors $ 5,555 $ 4,136 Client Billings $ 3,752 $ 2,582 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes The benefit from income taxes on continuing operations for the years ended December 31, 2021 and 2020 is comprised of the following: Schedule of Components of Income Tax Expense (Benefit) 2021 2020 Current: Federal $ - $ - State (705 ) 16 Total current (705 ) 16 Deferred: Federal 24 23 State 14 14 Total deferred 38 37 (Benefit) provision from income taxes $ (667 ) $ 53 The Company performs an analysis each year to determine whether the expected future income will more likely than not be sufficient to realize the deferred tax assets. The Company’s recent operating results and projections of future income weighed heavily in the Company’s overall assessment. As a result of this analysis, the Company continues to maintain a full valuation allowance against its federal and state net deferred tax assets at December 31, 2021 as the Company believes that it is more likely than not that these assets will not be realized. In the current year, the company maintains a full valuation allowance in consolidation and no separate company deferred tax liability recorded will be recorded. The tax effects of significant items comprising the Company’s deferred tax assets and (liabilities) as of December 31, 2021 and 2020 are as follows: Schedule of Deferred Tax Assets and Liabilities 2021 2020 Deferred tax assets: Federal net operating loss carryforwards $ 24,923 $ 17,015 State net operating loss carryforwards 3,498 2,953 Compensation 1,844 1,492 Allowances and reserves 585 436 Intangible assets 571 292 State taxes 942 900 Credit carryforward 2 229 163(j) interest 1,047 745 Leases 41 54 Deferred revenue 95 95 Valuation allowance (33,170 ) (23,684 ) Gross deferred tax assets 378 527 Deferred tax liability: Property and equipment (471 ) (582 ) Deferred tax liability-net valuation allowance $ (93 ) $ (55 ) The Company’s deferred tax asset and deferred tax liabilities are included within Other long-term liabilities 118.6 million of federal net operating losses. In addition, the Company has approximately $ 56.3 million of state net operating losses carryforwards post 382 ownership change. The utilization of the federal carryforwards as an available offset to future taxable income is subject to limitations under federal income tax laws. Under current federal income tax law, federal NOLs incurred in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal NOLs is limited to 80% of Federal Taxable Income, and current state net operating losses not utilized begin to expire this year . The NOL carry forwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. NOL, and tax credit carry forwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, as well as similar state tax provisions. The amount of the annual limitation, if any, will be determined based on the value of our company immediately prior to an ownership change. Subsequent ownership changes may further affect the limitation in future years. Additionally, U.S. tax laws limit the time during which these carry forwards may be applied against future taxes, therefore, we may not be able to take full advantage of these carry forwards for federal income tax purposes. During 2021, the Company completed a 382 assessment of the available NOLs under Section 382 and determined that the Company underwent an ownership change on March 30, 2017 and July 15, 2019 and as a result, NOLs attributable to the pre-ownership change are subject to a substantial annual limitation under Section 382 of the Internal Revenue Code due to the multiple ownership changes. The Company has adjusted their NOL carryforwards to address the impact of the 382 ownership change. Federal Net Operating Losses of $ 71.2 million are subject to annual limitation as of the ownership changes for ownership changes. The remaining $ 47.4M A reconciliation of the difference between the federal statutory tax rates and the Company’s effective tax rate from continuing operations is as follows: Schedule of Effective Income Tax Rate Reconciliation 2021 2020 Federal statutory rate 21.0 % 21.0 % State income tax rate, net of Federal tax benefit 4.2 % 4.0 % Meals and entertainment (0.1 %) (0.1 %) Valuation allowance (25.3 )% (25.0 %) Naked credit (0.2 %) (0.1 %) NJ NOL credit sale 4.7 % 0.0 % Effective tax rate 4.3 % (0.2 %) The following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2020: Schedule of Unrecognized Tax Benefits Roll Forward Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2020 $ 877 Additions for tax positions of prior years Balance as of January 1, 2021 $ 877 Additions for tax positions of prior years - Balance as of December 31, 2021 $ 877 As of December 31, 2021 and 2020, the total amount of gross unrecognized tax benefits was $ 0.9 0.9 0.9 0.9 The Company recognized interest and penalties of $ 0.2 0.3 3.6 3.4 Other long-term liabilities The Company and its subsidiaries file a U.S. Federal consolidated income tax return and consolidated and separate income tax returns in numerous states and local tax jurisdictions. The following tax years remain subject to examination as of December 31, 2021: Schedule of Tax Years Subject to Examination Jurisdiction Tax Years Federal 2017 2021 State and Local 2016 2021 To the extent there was a failure to file a tax return in a previous year; the statute of limitation will not begin until the return is filed. There were no examinations in process by the Internal Revenue Service as of December 31, 2021. |
Basic and Diluted Net Loss per
Basic and Diluted Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | 18. Basic and Diluted Net Loss per Share A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the years ended December 31, 2021 and 2020 are as follows (rounded to thousands): Schedule of Weighted Average Number of Shares Years Ended December 31, 2021 2020 Basic weighted average number of common shares 4,135 4,029 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 4,135 4,029 The Company’s Series B Preferred Stock, on an as converted basis of 7,833,334 Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share Years Ended December 31, 2021 2020 Options 632 849 Restricted stock units (RSUs) 329 238 Warrants 1,405 1,405 2,366 2,492 |
Revolving Line of Credit
Revolving Line of Credit | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Revolving Line of Credit | 19. Revolving Line of Credit On October 13, 2021, the Company and its subsidiaries entered into a Loan and Security Agreement (the “Comerica Loan Agreement”) with Comerica Bank (“Comerica”), providing for a revolving credit facility of up to $ 7,500,000 The amount that may be borrowed under the Credit Facility is the lower of (i) the revolving limit of $ 7,500,000 80 2,000,000 250,000 5,000,000 80 300,000 0.50 2.5 0.25 The Credit Facility matures on September 30, 2023 1.5 The Comerica Loan Agreement contains affirmative and negative restrictive covenants that are applicable whether or not any amounts are outstanding under the Comerica Loan Agreement. These restrictive covenants, which include restrictions on certain mergers, acquisitions, investments, encumbrances, etc., could adversely affect our ability to conduct our business. The Comerica Loan Agreement also contains financial covenants requiring specified minimum liquidity and minimum revenue thresholds and also contains customary events of default. As a condition for Comerica to extend the Credit Facility to the Company and its subsidiaries, the Company’s existing creditors, Ampersand and 1315 Capital (the “Existing Creditors”), entered into that certain Subordination Agreement, dated as of October 13, 2021, pursuant to which each Existing Creditor agreed to subordinate all of the indebtedness and obligations of the Company and its subsidiaries owing to such Existing Creditor to all of the indebtedness and obligations of the Company and its subsidiaries owing to Comerica (the “Subordination Agreement”). Each Existing Creditor further agreed to subordinate all of its respective security interests in assets or property of the Company and its subsidiaries to Comerica’s security interests in such assets or property. The Subordination Agreement provides that it is solely for the benefit of Comerica and each of the Existing Creditors and is not for the benefit of the Company or any of its subsidiaries. Revolving Line of Credit – Silicon Valley Bank On November 13, 2018 the Company, Interpace Diagnostics Corporation, and Interpace Diagnostics, LLC entered into a Loan and Security Agreement (the “SVB Loan Agreement”) with Silicon Valley Bank (“SVB”), which provided for up to $ 4.0 850,000 3.75 zero On January 5, 2021, the Company terminated the SVB Loan Agreement in accordance with the terms of the agreement. In connection with the termination, SVB waived its right to any termination fees and released its security interest in the assets of the Company. |
Transition Expenses
Transition Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Transition Expenses | |
Transition Expenses | 20. Transition Expenses These expenses are primarily related to the Rutherford, NJ lab closing and subsequent move to North Carolina, as well as other cost-saving initiatives, primarily reductions in headcount as well as certain legal expenses. The following is a roll forward of the transition expenses liabilities: Schedule of Transition Expenses Facilities/ Personnel Infrastructure Legal Total Balance at December 31, 2020 $ 885 $ 269 $ - $ 1,154 Transition expenses 1,044 1,036 505 2,585 Payments (1,929 ) (1,305 ) (505 ) (3,739 ) Balance at December 31, 2021 $ - $ - $ - $ - |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 21. Supplemental Cash Flow Information Supplemental Disclosure of Other Cash Flow Information (in thousands) Supplemental Cash Flow Information Cash paid for taxes $ 369 $ 218 Cash paid for interest $ 424 $ 60 Supplemental Disclosures of Non Cash Activities (in thousands) Years Ended December 31, 2021 2020 Operating Taxes accrued for repurchase of restricted shares $ 95 $ - Investing Preferred Stock Deemed Dividend $ - $ 3,033 Investment in DiamiR 248 - Financing Accrued financing costs $ - $ 31 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 22. Subsequent Events Centers for Medicare & Medicaid Services (CMS) Billing Policy Notice & Rights Offering On January 28, 2022, the Company announced that the Centers for Medicare & Medicaid Services (CMS) issued a new billing policy whereby CMS would no longer reimburse for the use of the Company’s ThyGeNEXT ® ® INTERPACE BIOSCIENCES, INC. VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED DECEMBER 31, 2021 AND 2020 ($ in thousands) Schedule II - Valuation and Qualifying Accounts Additions Balance at (Reductions) (1) Balance at Beginning Charged to Deductions end Description of Period Operations Other of Period 2020 Allowance for doubtful accounts $ 25 250 $ 275 Allowance for doubtful notes $ 869 - - $ 869 Tax valuation allowance $ 17,027 - 6,657 $ 23,684 2021 Allowance for doubtful accounts $ 275 - (203 ) $ 72 Allowance for doubtful notes $ 869 - - $ 869 Tax valuation allowance $ 23,684 - 9,486 $ 33,170 (1) Includes payments and actual write offs, as well as changes in estimates in the reserves. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Interpace Biosciences, Inc. (“Interpace” or the “Company”) enables personalized medicine, offering specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications and pharma services. The Company provides molecular diagnostics, bioinformatics and pathology services for evaluation of risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. The Company also provides pharmacogenomics testing, genotyping, biorepository and other specialized services to the pharmaceutical and biotech industries. The Company advances personalized medicine by partnering with pharmaceutical, academic, and technology leaders to effectively integrate pharmacogenomics into their drug development and clinical trial programs. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements include the accounts of Interpace Biosciences, Inc. fka Interpace Diagnostics Group, Inc., Interpace Diagnostics Corporation, Interpace Diagnostics, LLC and Interpace Pharma Solutions, Inc. fka Interpace Biopharma, Inc. 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 (“CSO”) business unit. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has one reporting segment: the Company’s clinical and pharma services business. 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. |
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 accounting for valuation allowances related to deferred income taxes, contingent consideration, allowances for doubtful accounts and notes, revenue recognition, unrecognized tax benefits, and asset impairments involving other intangible assets. The Company periodically reviews these matters and reflects changes in estimates as appropriate. Actual results could materially differ from those estimates. |
Reverse stock split | Reverse stock split On January 15, 2020, the Company effected a one-for-ten reverse split of its issued and outstanding shares of its common stock (the “Reverse Stock Split”). Every 10 shares of common stock issued and outstanding were automatically combined into one share of issued and outstanding common stock, without any change in the par value per share 39,323,701 3,932,370 39,205,895 3,920,589 |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include unrestricted cash accounts, money market investments and highly liquid investment instruments with original maturity of three months or less at the date of purchase. |
Accounts Receivable, Net | Accounts Receivable, Net The Company’s accounts receivables represent unconditional rights to consideration and are generated using its proprietary tests and pharma services. The Company’s clinical services are fulfilled upon completion of the test, review and release of the test results. In conjunction with fulfilling these services, the Company bills the third-party payer or direct-bill payer. Contractual adjustments represent the difference between the list prices and the reimbursement rates set by third party payers, including Medicare, commercial payers, and amounts billed to direct-bill payers. Specific accounts may be written off after several appeals, which in some cases may take longer than twelve months. Pharma services represent, primarily, the performance of laboratory tests in support of clinical trials for pharma services customers. The Company bills these services directly to the customer. |
Other current assets | Other current assets Other current assets consisted of the following as of December 31, 2021 and 2020: Schedule of Current Assets December 31, 2021 December 31, 2020 Lab supply inventory $ 1,786 $ 2,052 Prepaid expenses 800 625 Other 108 45 Total other current assets $ 2,694 $ 2,722 |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is recognized on a straight-line basis, using the estimated useful lives of: seven twelve years two five years three twelve years three ten years |
Software Costs | Software Costs Internal-Use Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining internal-use software. Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over the software’s useful life, generally three seven years External-Use Software - It is the Company’s policy to capitalize certain costs incurred in connection with developing or obtaining external-use software. Capitalized software costs are included in property and equipment on the consolidated balance sheet and amortized over the software’s useful life, generally three years See Note 6, Property and Equipment |
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 ten years in acquisition related amortization expense in the Consolidated Statements of Operations. 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. As a result of overall economic conditions related to the coronavirus pandemic, the impact of the coronavirus pandemic on the Company’s financial results, and the decrease in the price of the Company’s common stock noted during the third quarter of fiscal 2020, the Company performed an internal review of its long-lived assets. Due to an extended delay in the launch of the Company’s Barrett’s test, the Company believes there was a triggering event in Fiscal 2016. The Company applied the required procedures under ASC 360 and assessed the estimated future cash flows related to the Barrett’s intangible asset on an undiscounted basis. It was determined that the carrying value of the asset was in excess of the undiscounted cash flows as of December 31, 2016. As a result, the Company performed a formal valuation of the asset on a discounted basis in order to measure the related impairment. |
Contingencies | Contingencies In the normal course of business, the Company is subject to various contingencies. Contingencies are recorded in the consolidated financial statements when it is probable that a liability will be incurred and the amount of the loss is reasonably estimable, or otherwise disclosed, in accordance with ASC 450, Contingencies. Significant judgment is required in both the determination of probability and the determination as to whether a loss is reasonably estimable. 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, when 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. The Company is not currently involved in any legal proceedings of a material nature and, accordingly, the Company has not accrued estimated costs related to any legal claims. |
Revenue Recognition | Revenue Recognition Our clinical services derive its revenues from the performance of its proprietary assays or tests. The Company’s performance obligation is fulfilled upon the completion, review and release of test results to the customer. The Company subsequently bills third-party payers or direct-bill payers for the tests performed. Revenue is recognized based on the estimated transaction price or NRV, which is determined based on historical collection rates by each payer category for each proprietary test offered by the Company. To the extent the transaction price includes variable consideration, for all third party and direct-bill payers and proprietary tests, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience. For our clinical services, we regularly review the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates and adjust the NRV’s and related contractual allowances accordingly. If actual collections and related NRV’s vary significantly from our estimates, we will adjust the estimates of contractual allowances, which would affect net revenue in the period such variances become known. For our pharma services, project level activities, including study setup and project management, are satisfied over the life of the contract. Revenues are recognized at a point in time when the test results or other deliverables are reported to the customer. The Company elected the practical expedient to expense contract costs as incurred related to clinical services because the contract term is less than one year. Contract costs for pharma services were not significant. |
Deferred Revenue | Deferred Revenue For our pharma services, project level fee revenue is recognized as deferred revenue and recorded at fair value. It represents payments received in advance of services rendered and is recognized ratably over the life of the contract. |
Cost of revenue | Cost of revenue Cost of revenue consists primarily of the costs associated with operating our laboratories and other costs directly related to our tests. Personnel costs, which constitute the largest portion of cost of services, include all labor related costs, such as salaries, bonuses, fringe benefits and payroll taxes for laboratory personnel. Other direct costs include, but are not limited to, laboratory supplies, certain consulting expenses, royalty expenses, and facility expenses. |
Stock-Based Compensation | Stock-Based Compensation The compensation cost associated with the granting of stock-based awards is based on the grant date fair value of the stock award. The Company recognizes the compensation cost, net of estimated forfeitures, over the shorter of the vesting period or the period from the grant date to the date when retirement eligibility is achieved. Forfeitures are initially estimated based on historical information and subsequently updated over the life of the awards to ultimately reflect actual forfeitures. As a result, changes in forfeiture activity can influence the amount of stock compensation cost recognized from period to period. The Company primarily uses the Black-Scholes option-pricing model to determine the fair value of stock options. The determination of the fair value of stock-based payment awards is made on the date of grant and is affected by the Company’s stock price as well as assumptions made regarding a number of complex and subjective variables. These assumptions include: expected stock price volatility over the term of the awards; actual and projected employee stock option exercise behaviors; the risk-free interest rate; and expected dividend yield. The fair value of restricted stock units, or RSUs, and restricted shares is equal to the closing stock price on the date of grant. In 2020, the Company issued performance-based options and RSUs based on achieving stock price or certain other financial metrics. These require the Company to assess the likelihood of achieving certain performance milestones on a quarterly basis. In these instances, the Company has the initial valuation model prepared by an outside expert. See Note 15, Stock-Based Compensation, |
Treasury Stock | Treasury Stock Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Upon reissuance of shares, the Company records any difference between the weighted-average cost of such shares and any proceeds received as an adjustment to additional paid-in capital. |
Leases | Leases The Company determines if an arrangement contains a lease in whole or in part at the inception of the contract. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term while lease liabilities represent our obligation to make lease payments arising from the lease. All leases with terms greater than twelve months result in the recognition of a ROU asset and a liability at the lease commencement date based on the present value of the lease payments over the lease term. Unless a lease provides all of the information required to determine the implicit interest rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of the lease payments. We use the implicit interest rate in the lease when readily determinable. Our lease terms include all non-cancelable periods and may include options to extend (or to not terminate) the lease when it is reasonably certain that we will exercise that option. Leases with terms of twelve months or less at the commencement date are expensed on a straight-line basis over the lease term and do not result in the recognition of an asset or liability. See Note 8, Leases |
Income taxes | Income taxes Income taxes are based on income for financial reporting purposes calculated using the Company’s expected annual effective rate and reflect a current tax liability or asset for the estimated taxes payable or recoverable on the current year tax return and expected annual changes in deferred taxes. Any interest or penalties on income tax are recognized as a component of income tax expense. The Company accounts for income taxes using the asset and liability method. This method requires recognition of deferred tax assets and liabilities for expected future tax consequences of temporary differences that currently exist between tax bases and financial reporting bases of the Company’s assets and liabilities based on enacted tax laws and rates. Deferred tax expense (benefit) is the result of changes in the deferred tax asset and liability. A valuation allowance is established, when necessary, to reduce the deferred income tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. The Company operates in multiple tax jurisdictions and pays or provides for the payment of taxes in each jurisdiction where it conducts business and is subject to taxation. The breadth of the Company’s operations and the complexity of the tax law require assessments of uncertainties and judgments in estimating the ultimate taxes the Company will pay. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions, outcomes of tax litigation and resolution of proposed assessments arising from federal and state audits. Uncertain tax positions are recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that a position taken or expected to be taken in a tax return would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement Significant judgment is also required in evaluating the need for and magnitude of appropriate valuation allowances against deferred tax assets. Deferred tax assets are regularly reviewed for recoverability. The Company currently has significant deferred tax assets resulting from net operating loss carryforwards and deductible temporary differences, which should reduce taxable income in future periods, if generated. The realization of these assets is dependent on generating future taxable income. |
Income (Loss) per Share | Income (Loss) per Share Basic earnings per common share are computed by dividing net income by the weighted average number of shares outstanding during the year including any unvested share-based payment awards that contain nonforfeitable rights to dividends. Diluted earnings per common share are computed by dividing net income by the sum of the weighted average number of shares outstanding and dilutive common shares under the treasury method. Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid), are participating securities and are included in the computation of earnings per share pursuant to the two-class method. As a result of the losses incurred in both 2021 and 2020, the potentially dilutive common shares have been excluded from the earnings per share computation for these periods because its inclusion would have been anti-dilutive. Additionally, preferred shares have been excluded in the denominator of the earnings per share computation, on an if-converted basis, as such shares would have been anti-dilutive. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Current Assets | Other current assets consisted of the following as of December 31, 2021 and 2020: Schedule of Current Assets December 31, 2021 December 31, 2020 Lab supply inventory $ 1,786 $ 2,052 Prepaid expenses 800 625 Other 108 45 Total other current assets $ 2,694 $ 2,722 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The components of liabilities classified as discontinued operations relate to Commercial Services and consist of the following as of December 31, 2021 and December 31, 2020: Schedule of Discontinued Operations December 31, December 31, Accrued liabilities $ 766 $ 766 Current liabilities from discontinued operations 766 766 Total liabilities $ 766 $ 766 The table below presents the significant components of CSO, Group DCA’s, Pharmakon’s and TVG’s results included within loss from discontinued operations, net of tax in the consolidated statements of operations for the years ended December 31, 2021 and 2020. 2021 2020 Years Ended December 31, 2021 2020 Income from discontinued operations, before tax $ - $ - Income tax expense 197 250 Loss from discontinued operations, net of tax $ (197 ) $ (250 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instrument Measured on Recurring Basis | Schedule of Financial Instrument Measured on Recurring Basis As of December 31, 2021 Fair Value Measurements Carrying Fair As of December 31, 2021 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen $ 1,871 $ 1,871 $ $ $ 1,871 Other accrued expenses: Warrant liability 71 71 - - 71 Note payable: BroadOak loan 7,942 7,942 - - 7,942 $ 9,884 $ 9,884 $ - $ - $ 9,884 As of December 31, 2020 Fair Value Measurements Carrying Fair As of December 31, 2020 Amount Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen $ 2,216 $ 2,216 $ $ $ 2,216 Other long-term liabilities: Warrant liability 21 21 - - 21 $ 2,237 $ 2,237 $ - $ - $ 2,237 |
Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation Adjustment Accretion/ to Fair Value/ December 31, 2020 Loan Received Payments Interest Accrued Mark to Market December 31, 2021 Asuragen $ 2,216 - $ (503 ) $ 496 $ (338 ) $ 1,871 Underwriters Warrants 21 - - - 50 71 BroadOak Loan - 8,000 - - (58 ) 7,942 $ 2,237 $ 8,000 $ (5 ) $ 496 $ (346 ) $ 9,884 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of December 31, 2021 and 2020: Schedule of Property and Equipment 2021 2020 December 31, 2021 2020 Furniture and fixtures $ 339 $ 339 Lab and office equipment 7,837 7,536 Computer equipment 331 339 Internal-use software 1,572 1,572 Leasehold improvements 506 505 Property and equipment 10,585 10,291 Less accumulated depreciation and amortization (4,236 ) (2,942 ) Net property and equipment $ 6,349 $ 7,349 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Identifiable Intangible Assets Carrying Value | Schedule of Identifiable Intangible Assets Carrying Value As of December 31, 2021 As of December 31, 2020 Life Carrying Carrying (Years) Amount Amount Asuragen acquisition: Thyroid 9 $ 8,519 $ 8,519 RedPath acquisition: Pancreas test 7 16,141 16,141 Barrett’s test 9 6,682 6,682 BioPharma acquisition: Trademarks 10 1,600 1,600 Customer relationships 8 5,700 5,700 CLIA Lab 2.3 $ 609 $ 609 Total $ 39,251 $ 39,251 Accumulated Amortization $ (31,964 ) $ (27,900 ) Net Carrying Value $ 7,287 $ 11,351 |
Schedule of Goodwill Carrying Value | The following table displays a roll forward of the carrying amount of goodwill from January 1, 2020 to December 31, 2021: Schedule of Goodwill Carrying Value Carrying Amount Balance as of January 1, 2020 $ 8,433 Adjustments - Balance as of December 31, 2020 $ 8,433 Adjustments - Balance as of December 31, 2021 $ 8,433 |
Schedule of Future Estimated Amortization Expense | Schedule of Future Estimated Amortization Expense 2022 2023 2024 2025 2026 $ 2,143 $ 1,734 $ 873 $ 873 $ 873 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of Financing and Operating Leases | The table below presents the lease-related assets and liabilities recorded in the Condensed Consolidated Balance Sheet: Schedule of Financing and Operating Leases Classification on the Balance Sheet December 31, 2021 Assets Financing lease assets Property and equipment, net $ 636 Operating lease assets Operating lease right of use assets 4,032 Total lease assets $ 4,668 Liabilities Current Financing lease liabilities Other accrued expenses $ 79 Operating lease liabilities Other accrued expenses 1,041 Total current lease liabilities $ 1,120 Noncurrent Financing lease liabilities Other long-term liabilities 59 Operating lease liabilities Operating lease liabilities, net of current portion 3,154 Total long-term lease liabilities 3,213 Total lease liabilities $ 4,333 |
Schedule of Maturities of Operating and Financing Lease Liabilities | The table below reconciles the undiscounted cash flows to the lease liabilities recorded on the Company’s Consolidated Balance Sheet as of December 31, 2021: Schedule of Maturities of Operating and Financing Lease Liabilities Operating Leases Financing Leases 2022 $ 1,295 $ 86 2023 897 60 2024 567 - 2025 402 - 2026-2030 1,924 - Total minimum lease payments 5,085 146 Less: amount of lease payments representing effects of discounting 890 8 Present value of future minimum lease payments 4,195 138 Less: current obligations under leases 1,041 79 Long-term lease obligations $ 3,154 $ 59 |
Accrued Expenses and Other Lo_2
Accrued Expenses and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following as of December 31, 2021 and 2020: Schedule of Other Accrued Expenses December 31, 2021 December 31, 2020 Accrued royalties $ 3,890 $ 2,710 Contingent consideration 488 398 Upfront Medicare payment - 2,066 Operating lease liability 1,041 1,027 Financing lease liability 79 177 Deferred revenue 40 54 Interest payable 120 - Warrant liability 71 - Accrued sales and marketing - diagnostics 47 51 Accrued lab costs - diagnostics 228 161 Accrued professional fees 932 854 Taxes payable 245 334 Unclaimed property 565 565 All others 1,452 1,398 Total other accrued expenses $ 9,198 $ 9,795 |
Schedule of Long Term Liabilities | Other long-term liabilities consisted of the following as of December 31, 2021 and 2020: Schedule of Long Term Liabilities December 31, 2021 December 31, 2020 Warrant liability $ - $ 21 Uncertain tax positions 4,577 4,342 Deferred revenue 13 136 Other 58 138 Total other long-term liabilities $ 4,648 $ 4,637 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases | As of December 31, 2021, contractual obligations with terms exceeding one Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases Less than 1 to 3 3 to 5 After Total 1 Year Years Years 5 Years Operating lease obligations $ 5,085 $ 1,295 $ 1,464 $ 816 $ 1,510 Total $ 5,085 $ 1,295 $ 1,464 $ 816 $ 1,510 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Schedule of Warrants Outstanding and Warrants Activity | Warrants outstanding and warrant activity for the year ended December 31, 2021 are as follows: Schedule of Warrants Outstanding and Warrants Activity Description Classification Exercise Expiration Warrants Balance December 31, 2020 Warrants Balance December 31, 2021 Private Placement Warrants, issued January 25, 2017 Equity $ 46.90 June 2022 85,500 85,500 - 85,500 RedPath Warrants, issued March 22, 2017 Equity $ 46.90 September 2022 10,000 10,000 - 10,000 Underwriters Warrants, issued June 21, 2017 Liability $ 13.20 December 2022 57,500 53,500 - 53,500 Base & Overallotment Warrants, issued June 21, 2017 Equity $ 12.50 June 2022 1,437,500 870,214 - 870,214 Warrants issued October 12, 2017 Equity $ 18.00 April 2022 320,000 320,000 - 320,000 Underwriters Warrants, issued January 25, 2019 Equity $ 9.40 January 2022 65,434 65,434 - 65,434 1,975,934 1,404,648 1,404,648 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Options, Valuation Assumptions | Schedule of Stock Options, Valuation Assumptions December 31, 2021 December 31, 2020 Risk-free interest rate 0.79 % 0.75 % Expected life 6 6.5 Expected volatility 134.73 % 123.71 % Dividend yield - - |
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award | Stock-based compensation for the years ended December 31, 2021 and 2020 is as follows: Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award 2021 2020 RSUs and restricted stock $ 433 $ 176 Performance-based awards 107 265 Common stock awards - 116 Options 715 1,630 Total stock-based compensation expense $ 1,255 $ 2,187 |
Schedule of Stock Option Activity | A summary of stock option activity for the year ended December 31, 2021, and changes during such year, is presented below: Schedule of Stock Option Activity Weighted-Average Weighted- Remaining Average Contractual Aggregate Grant Period Intrinsic Shares Price (in years) Value Outstanding at January 1, 2021 848,819 $ 8.76 8.59 $ - Granted 347,500 6.00 9.21 - Exercised (13,042 ) 9.45 Forfeited or expired (550,766 ) 9.15 - Outstanding at December 31, 2021 632,511 6.89 8.40 - Exercisable at December 31, 2021 206,732 9.14 7.53 Vested and expected to vest 537,520 7.15 8.36 - |
Schedule of Non Vested Option Activity | A summary of the status of the Company’s non-vested options for the year ended December 31, 2021, and changes during such year, is presented below: Schedule of Non Vested Option Activity Shares Weighted- Nonvested at January 1, 2021 487,318 $ 5.81 Granted 347,500 4.64 Vested (127,696 ) 6.54 Forfeited (284,646 ) 5.72 Nonvested at December 31, 2021 422,476 $ 4.78 |
Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the Company’s non-vested shares of restricted stock and restricted stock units for the year ended December 31, 2021, and changes during such year, is presented below: Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity Average Weighted- Remaining Average Vesting Aggregate Grant Date Period Intrinsic Shares Fair Value (in years) Value Nonvested at January 1, 2021 239,457 $ 10.00 1.75 $ 1,348,781 Granted 207,438 5.46 - - Vested (65,577 ) 4.65 - - Forfeited (52,379 ) 5.23 - - Nonvested at December 31, 2021 328,939 $ 3.67 1.34 $ 2,467,043 |
Revenue Sources (Tables)
Revenue Sources (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenue by Major Customers | Schedule of Revenue by Major Customers Years Ended December 31, Customer 2021 2020 Medicare $ 17,778 $ 10,186 Medicare Advantage $ 5,859 $ 3,566 Commercial Payors $ 5,555 $ 4,136 Client Billings $ 3,752 $ 2,582 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The benefit from income taxes on continuing operations for the years ended December 31, 2021 and 2020 is comprised of the following: Schedule of Components of Income Tax Expense (Benefit) 2021 2020 Current: Federal $ - $ - State (705 ) 16 Total current (705 ) 16 Deferred: Federal 24 23 State 14 14 Total deferred 38 37 (Benefit) provision from income taxes $ (667 ) $ 53 |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of significant items comprising the Company’s deferred tax assets and (liabilities) as of December 31, 2021 and 2020 are as follows: Schedule of Deferred Tax Assets and Liabilities 2021 2020 Deferred tax assets: Federal net operating loss carryforwards $ 24,923 $ 17,015 State net operating loss carryforwards 3,498 2,953 Compensation 1,844 1,492 Allowances and reserves 585 436 Intangible assets 571 292 State taxes 942 900 Credit carryforward 2 229 163(j) interest 1,047 745 Leases 41 54 Deferred revenue 95 95 Valuation allowance (33,170 ) (23,684 ) Gross deferred tax assets 378 527 Deferred tax liability: Property and equipment (471 ) (582 ) Deferred tax liability-net valuation allowance $ (93 ) $ (55 ) |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the difference between the federal statutory tax rates and the Company’s effective tax rate from continuing operations is as follows: Schedule of Effective Income Tax Rate Reconciliation 2021 2020 Federal statutory rate 21.0 % 21.0 % State income tax rate, net of Federal tax benefit 4.2 % 4.0 % Meals and entertainment (0.1 %) (0.1 %) Valuation allowance (25.3 )% (25.0 %) Naked credit (0.2 %) (0.1 %) NJ NOL credit sale 4.7 % 0.0 % Effective tax rate 4.3 % (0.2 %) |
Schedule of Unrecognized Tax Benefits Roll Forward | The following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2020: Schedule of Unrecognized Tax Benefits Roll Forward Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2020 $ 877 Additions for tax positions of prior years Balance as of January 1, 2021 $ 877 Additions for tax positions of prior years - Balance as of December 31, 2021 $ 877 |
Schedule of Tax Years Subject to Examination | The Company and its subsidiaries file a U.S. Federal consolidated income tax return and consolidated and separate income tax returns in numerous states and local tax jurisdictions. The following tax years remain subject to examination as of December 31, 2021: Schedule of Tax Years Subject to Examination Jurisdiction Tax Years Federal 2017 2021 State and Local 2016 2021 |
Basic and Diluted Net Loss pe_2
Basic and Diluted Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | A reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the years ended December 31, 2021 and 2020 are as follows (rounded to thousands): Schedule of Weighted Average Number of Shares Years Ended December 31, 2021 2020 Basic weighted average number of common shares 4,135 4,029 Potential dilutive effect of stock-based awards - - Diluted weighted average number of common shares 4,135 4,029 |
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share | Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share Years Ended December 31, 2021 2020 Options 632 849 Restricted stock units (RSUs) 329 238 Warrants 1,405 1,405 2,366 2,492 |
Transition Expenses (Tables)
Transition Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Transition Expenses | |
Schedule of Transition Expenses | These expenses are primarily related to the Rutherford, NJ lab closing and subsequent move to North Carolina, as well as other cost-saving initiatives, primarily reductions in headcount as well as certain legal expenses. The following is a roll forward of the transition expenses liabilities: Schedule of Transition Expenses Facilities/ Personnel Infrastructure Legal Total Balance at December 31, 2020 $ 885 $ 269 $ - $ 1,154 Transition expenses 1,044 1,036 505 2,585 Payments (1,929 ) (1,305 ) (505 ) (3,739 ) Balance at December 31, 2021 $ - $ - $ - $ - |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Disclosure of Other Cash Flow Information (in thousands) Supplemental Cash Flow Information Cash paid for taxes $ 369 $ 218 Cash paid for interest $ 424 $ 60 Supplemental Disclosures of Non Cash Activities (in thousands) Years Ended December 31, 2021 2020 Operating Taxes accrued for repurchase of restricted shares $ 95 $ - Investing Preferred Stock Deemed Dividend $ - $ 3,033 Investment in DiamiR 248 - Financing Accrued financing costs $ - $ 31 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II - Valuation and Qualifying Accounts Additions Balance at (Reductions) (1) Balance at Beginning Charged to Deductions end Description of Period Operations Other of Period 2020 Allowance for doubtful accounts $ 25 250 $ 275 Allowance for doubtful notes $ 869 - - $ 869 Tax valuation allowance $ 17,027 - 6,657 $ 23,684 2021 Allowance for doubtful accounts $ 275 - (203 ) $ 72 Allowance for doubtful notes $ 869 - - $ 869 Tax valuation allowance $ 23,684 - 9,486 $ 33,170 (1) Includes payments and actual write offs, as well as changes in estimates in the reserves. |
Schedule of Current Assets (Det
Schedule of Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Lab supply inventory | $ 1,786 | $ 2,052 |
Prepaid expenses | 800 | 625 |
Other | 108 | 45 |
Total other current assets | $ 2,694 | $ 2,722 |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) - shares | Jan. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 30, 2019 |
Property, Plant and Equipment [Line Items] | |||||
Reverse stock split description | the Company effected a one-for-ten reverse split of its issued and outstanding shares of its common stock (the “Reverse Stock Split”). Every 10 shares of common stock issued and outstanding were automatically combined into one share of issued and outstanding common stock, without any change in the par value per share | ||||
Shares issued | 4,228,169 | 4,075,257 | 3,932,370 | 39,323,701 | |
Shares outstanding | 4,195,412 | 4,055,593 | 3,920,589 | 39,205,895 | |
Income tax examination, likelihood of unfavorable settlement | Uncertain tax positions are recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that a position taken or expected to be taken in a tax return would be sustained upon examination by tax authorities that have full knowledge of all relevant information. A recognized tax position is then measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement | ||||
Furniture and Fixtures [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 7 years | ||||
Furniture and Fixtures [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 12 years | ||||
Office and Computer Equipment [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 2 years | ||||
Office and Computer Equipment [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 5 years | ||||
Lab Equipment [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 3 years | ||||
Lab Equipment [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 12 years | ||||
Leasehold Improvements [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 3 years | ||||
Leasehold Improvements [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Finite-lived intangible asset, useful life | 10 years | ||||
Software for Internal Use [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 3 years | ||||
Software for Internal Use [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 7 years | ||||
Software for External Use [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 3 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2021 | Oct. 29, 2021 | May 10, 2021 | Jan. 07, 2021 | |
Short-term Debt [Line Items] | ||||||
Operating Income (Loss) | $ 13,997,000 | $ 26,066,000 | ||||
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 3,300,000 | |||||
Assets, Current | 12,166,000 | 14,122,000 | ||||
Liabilities, Current | 15,682,000 | 18,233,000 | ||||
Cash | 2,700,000 | |||||
Long-term Line of Credit | $ 1,500,000 | |||||
Comerica Bank [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Long-term Line of Credit | $ 7,500,000 | |||||
Ampersand Notes [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Secured Debt | $ 4,500,000 | $ 3,000,000 | ||||
1315 Capital Note [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Secured Debt | $ 3,000,000 | $ 2,000,000 | ||||
Term Loan [Member] | Broad Oak [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt Instrument, Face Amount | $ 8,000,000 | $ 8,000,000 |
Schedule of Discontinued Operat
Schedule of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accrued liabilities | $ 766 | $ 766 |
Current liabilities from discontinued operations | 766 | 766 |
Total liabilities | 766 | 766 |
Income from discontinued operations, before tax | ||
Income tax expense | 197 | 250 |
Loss from discontinued operations, net of tax | $ (197) | $ (250) |
Schedule of Financial Instrumen
Schedule of Financial Instrument Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 71 | $ 21 |
Notes Payable | 7,942 | |
Fair value of liabilities | 9,884 | 2,237 |
Fair Value Measured at Net Asset Value Per Share [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 71 | 21 |
Fair value of liabilities | 9,884 | 2,237 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | ||
Fair value of liabilities | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | ||
Fair value of liabilities | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 71 | 21 |
Fair value of liabilities | 9,884 | 2,237 |
Asuragen [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 1,871 | 2,216 |
Asuragen [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 1,871 | 2,216 |
Asuragen [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | ||
Asuragen [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | ||
Asuragen [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 1,871 | $ 2,216 |
BroadOak Loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes Payable | 7,942 | |
BroadOak Loan [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes Payable | 7,942 | |
BroadOak Loan [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes Payable | ||
BroadOak Loan [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes Payable | ||
BroadOak Loan [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Notes Payable | $ 7,942 |
Schedule of Fair Value, Assets
Schedule of Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Beginning Balance | $ 2,237 | |
Loan proceeds | 8,000 | |
Payments | (5) | |
Accretion/Interest Accrued | 496 | |
Adjustment to Fair Value/Mark to Market | (346) | |
Ending Balance | 9,884 | 2,237 |
Underwriter Warrants [Member] | ||
Beginning Balance | 21 | |
Loan proceeds | ||
Payments | ||
Accretion/Interest Accrued | ||
Adjustment to Fair Value/Mark to Market | 50 | |
Ending Balance | 71 | 21 |
Asuragen [Member] | ||
Beginning Balance | 2,216 | |
Loan proceeds | ||
Payments | (503) | |
Accretion/Interest Accrued | 496 | |
Adjustment to Fair Value/Mark to Market | (338) | |
Ending Balance | 1,871 | 2,216 |
BroadOak Loan [Member] | ||
Beginning Balance | ||
Loan proceeds | 8,000 | |
Payments | ||
Accretion/Interest Accrued | ||
Adjustment to Fair Value/Mark to Market | (58) | |
Ending Balance | $ 7,942 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $ 339 | $ 339 |
Lab and office equipment | 7,837 | 7,536 |
Computer equipment | 331 | 339 |
Internal-use software | 1,572 | 1,572 |
Leasehold improvements | 506 | 505 |
Property and equipment | 10,585 | 10,291 |
Less accumulated depreciation and amortization | (4,236) | (2,942) |
Net property and equipment | $ 6,349 | $ 7,349 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 1,200 | $ 800 |
Amortization expense | 4,064 | $ 4,461 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization expense | $ 300 |
Schedule of Identifiable Intang
Schedule of Identifiable Intangible Assets Carrying Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived Intangible Assets, Gross | $ 39,251 | $ 39,251 |
Finite-Lived Intangible Assets, Accumulated Amortization | (31,964) | (27,900) |
Finite-Lived Intangible Assets, Net | $ 7,287 | 11,351 |
CLIA Lab [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years 3 months 18 days | |
Finite-lived Intangible Assets, Gross | $ 609 | 609 |
Asuragen Acquisition [Member] | Thyroid [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 9 years | |
Finite-lived Intangible Assets, Gross | $ 8,519 | 8,519 |
RedPath Acquisition [Member] | Pancreas Test [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 7 years | |
Finite-lived Intangible Assets, Gross | $ 16,141 | 16,141 |
RedPath Acquisition [Member] | Barrett's Test [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 9 years | |
Finite-lived Intangible Assets, Gross | $ 6,682 | 6,682 |
BioPharma Acquisition [Member] | Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | |
Finite-lived Intangible Assets, Gross | $ 1,600 | 1,600 |
BioPharma Acquisition [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 8 years | |
Finite-lived Intangible Assets, Gross | $ 5,700 | $ 5,700 |
Schedule of Goodwill Carrying V
Schedule of Goodwill Carrying Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, Beginning Balance | $ 8,433 | $ 8,433 |
Adjustments | ||
Goodwill, Ending Balance | $ 8,433 | $ 8,433 |
Schedule of Future Estimated Am
Schedule of Future Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 2,143 |
2023 | 1,734 |
2024 | 873 |
2025 | 873 |
2026 | $ 873 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Goodwill | $ 8,433 | $ 8,433 | $ 8,433 | |
Amortization expense | $ 4,100 | $ 4,500 | ||
BioPharma Acquisition [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 15,600 | |||
Goodwill | 8,300 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 7,300 |
Schedule of Financing and Opera
Schedule of Financing and Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Finance lease assets | $ 636 | |
Operating lease assets | 4,032 | $ 4,384 |
Total lease assets | 4,668 | |
Finance Lease, Liability, Current | 79 | 177 |
Operating Lease, Liability, Current | 1,041 | 1,027 |
Total current lease liabilities | 1,120 | |
Finance Lease, Liability, Noncurrent | 59 | |
Operating Lease, Liability, Noncurrent | 3,154 | $ 3,540 |
Total long-term lease liabilities | 3,213 | |
Total lease liabilities | $ 4,333 |
Schedule of Maturities of Opera
Schedule of Maturities of Operating and Financing Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee, Lease, Description [Line Items] | ||
Operating Leases 2022 | $ 1,295 | |
Operating Leases,Total minimum lease payments | 5,085 | |
Operating Leases, Less: current obligations under leases | 1,041 | $ 1,027 |
Finance Leases, Less: current obligations under leases | 79 | 177 |
Operating Leases, Long-term lease obligations | 3,154 | $ 3,540 |
Finance Leases, Long-term lease obligations | 59 | |
Operating Leases [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating Leases 2022 | 1,295 | |
Operating Leases 2023 | 897 | |
Operating Leases 2024 | 567 | |
Operating Leases 2025 | 402 | |
Operating Leases 2026-2030 | 1,924 | |
Operating Leases,Total minimum lease payments | 5,085 | |
Operating Leases, Less: amount of lease payments representing effects of discounting | 890 | |
Operating Leases, Present value of future minimum lease payments | 4,195 | |
Operating Leases, Less: current obligations under leases | 1,041 | |
Operating Leases, Long-term lease obligations | 3,154 | |
Financing Leases [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Finance Lease 2022 | 86 | |
Finance Lease 2023 | 60 | |
Finance Lease 2024 | ||
Finance Lease 2025 | ||
Operating Leases 2026-2030 | ||
Financing Leases,Total minimum lease payments | 146 | |
Finance Leases, Less: amount of lease payments representing effects of discounting | 8 | |
Finance Leases, Present value of future minimum lease payments | 138 | |
Finance Leases, Less: current obligations under leases | 79 | |
Finance Leases, Long-term lease obligations | $ 59 |
Leases (Details Narrative)
Leases (Details Narrative) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Operating Lease, Weighted Average Remaining Lease Term | 6 years 4 months 24 days | 7 years 1 month 6 days |
Operating lease, weighted average discount rate, percent | 6.50% | 6.00% |
Retirement Plans (Details Narra
Retirement Plans (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, maximum annual contributions per employee, percent | 50.00% | |
Defined contribution plan, employer matching contribution, percent | 100.00% | |
Defined contribution plan employer matching contribution at fifty percent | 50.00% | |
Contribution expense | $ 0.3 | $ 0.4 |
Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, employer matching contribution, percent | 3.00% | |
Defined contribution plan employer matching contribution at fifty percent | 3.00% | |
Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan employer matching contribution at fifty percent | 5.00% |
Schedule of Other Accrued Expen
Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 3,890 | $ 2,710 |
Contingent consideration | 488 | 398 |
Upfront Medicare payment | 2,066 | |
Operating lease liability | 1,041 | 1,027 |
Financing lease liability | 79 | 177 |
Deferred revenue | 40 | 54 |
Interest payable | 120 | |
Warrant liability | 71 | |
Accrued sales and marketing - diagnostics | 47 | 51 |
Accrued lab costs - diagnostics | 228 | 161 |
Accrued professional fees | 932 | 854 |
Taxes payable | 245 | 334 |
Unclaimed property | 565 | 565 |
All others | 1,452 | 1,398 |
Total other accrued expenses | $ 9,198 | $ 9,795 |
Schedule of Long Term Liabiliti
Schedule of Long Term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Warrant liability | $ 21 | |
Uncertain tax positions | 4,577 | 4,342 |
Deferred revenue | 13 | 136 |
Other | 58 | 138 |
Total other long-term liabilities | $ 4,648 | $ 4,637 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments Under Non-Cancelable Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating lease obligations, Total | $ 5,085 |
Operating lease obligations, Less than 1 Year | 1,295 |
Operating lease obligations, 1 to 3 Years | 1,464 |
Operating lease obligations, 3 to 5 Years | 816 |
Operating lease obligations, After 5 Years | $ 1,510 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease expire date description | expire at various dates through May 2030 | |
Expense | $ 1.2 | $ 2.1 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | Jun. 10, 2020 | Jan. 15, 2020 | Jan. 10, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||||
Preferred stock dividend percentage | 6.00% | ||||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred stock adjusted conversion | $ 6 | ||||
Company achieve revenue target | $ 34 | ||||
Intrinsic value of beneficial conversion feature | $ 2.2 | ||||
Intrinsic value of effective conversion price per share | $ 6.79 | ||||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Aggregate of shares issued | 27,000 | ||||
Preferred stock adjusted conversion | $ 6 | ||||
Preferred Stock, Shares Issued | 47,000 | 47,000 | |||
Preferred Stock, Shares Outstanding | 47,000 | 47,000 | |||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Value of preferred stock exchanged | $ 27 | ||||
Aggregate of shares issued | 270 | ||||
Preferred stock par/stated value | $ 0.01 | ||||
Preferred shares stated value | 100,000 | ||||
Preferred stock adjusted conversion | $ 8 | ||||
Security Purchase and Exchange Agreement [Member] | Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Value of preferred stock exchanged | $ 20 | ||||
Issuance price of preferred stock | $ 1,000 | ||||
Security Purchase and Exchange Agreement [Member] | Series B Preferred Stock [Member] | 1315 Capital [Member] | |||||
Class of Stock [Line Items] | |||||
Value of preferred stock exchanged | $ 19 | ||||
Aggregate of shares issued | 19,000 | ||||
Security Purchase and Exchange Agreement [Member] | Series B Preferred Stock [Member] | Ampersand 2018 Limited Partnership [Member] | |||||
Class of Stock [Line Items] | |||||
Value of preferred stock exchanged | $ 1 | ||||
Aggregate of shares issued | 1,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Oct. 29, 2021 | Sep. 29, 2021 | May 10, 2021 | Jan. 07, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | Oct. 13, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | $ 1,500,000 | |||||||
[custom:DescriptionOfFundedDebtAmount] | The Notes contained certain negative covenants which prevented the Company from issuing any debt securities pursuant to which the Company issues shares, warrants or any other convertible security in the same transaction or a series of related transactions, except that Company may incur or enter into any capitalized and operating leases in the ordinary course of business consistent with past practice, or borrowed money or funded debt in an amount not to exceed $4.5 million (the “Debt Threshold”) that is subordinated to the Notes on terms acceptable to Ampersand and 1315 Capital; provided, that if the aggregate consolidated revenue recognized by the Company as reported on Form 10-K as filed with the SEC for any fiscal year ending after January 10, 2020 exceeds $45 million, the Debt Threshold for the following fiscal year shall increase to an amount equal to: (x) ten percent (10%); multiplied by (y) the consolidated revenue as reported by the Company on Form 10-K as filed with the SEC for the previous fiscal year | |||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 4,666,666 | |||||||
Security Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maturity date | Jun. 30, 2021 | |||||||
Promissory note | $ 7,500,000 | |||||||
Interest rate | 8.00% | |||||||
Comerica Bank [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | $ 7,500,000 | |||||||
Loan And Security Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | $ 7,500,000 | |||||||
Loan And Security Agreement [Member] | Comerica Bank [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Long-term Line of Credit | $ 7,500,000 | |||||||
Debt instrument interest, description | The Term Loan has an origination fee of 3% of the Term Loan amount, and a terminal payment equal to (i) 15% of the original principal amount of the Term Loan if the change of control occurs on or prior to the first anniversary of the funding of the Term Loan, (ii) 20% of the original principal amount of the Term Loan if the change of control occurs after the first anniversary but on or prior to the second anniversary of the funding of the Term Loan and (iii) 30% of the original principal amount of the Term Loan if the change of control occurs after the second anniversary of the funding of the Term Loan, or if the Term Loan is repaid on its maturity date | |||||||
1315 Capital [Member] | Series B Convertible Preferred Stock [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,166,668 | |||||||
[custom:NumberOfHoldsShares] | 19,000 | |||||||
[custom:FullyDilutedPercentageOfCommonStock] | 26.30% | |||||||
1315 Capital Note [Member] | Security Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Promissory note | $ 3,000,000 | |||||||
Term Loan [Member] | Broad Oak [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Debt instrument, face amount | $ 8,000,000 | $ 8,000,000 | ||||||
Term Loan [Member] | Ampersand 2018 [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maturity date | Oct. 31, 2024 | |||||||
Debt interest percentage | 9.00% | |||||||
Percentage of debt origination fee | 3.00% | |||||||
Term Loan [Member] | Ampersand [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Repayment of notes | $ 4,500,000 | |||||||
Term Loan [Member] | 1315 Capital [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Repayment of notes | $ 3,000,000 | |||||||
Ampersand Notes [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Promissory note | 4,500,000 | $ 3,000,000 | ||||||
1315 Capital Note [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Promissory note | 3,000,000 | 2,000,000 | ||||||
1315 Capital Note [Member] | Security Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Promissory note | $ 2,000,000 | |||||||
Ampersand [Member] | Series B Convertible Preferred Stock [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 28,000 | |||||||
Promissory Notes [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Interest rate | 8.00% | |||||||
Promissory Notes [Member] | Series B Convertible Preferred Stock [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
[custom:FullyDilutedPercentageOfCommonStock] | 38.70% | |||||||
Ampersand Note [Member] | Security Agreement [Member] | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Promissory note | $ 4,500,000 |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding and Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants Issued | 1,975,934 | |
Warrants | 1,404,648 | 1,404,648 |
Warrants Cancelled/Expired | ||
Private Placement Warrants[Member] | ||
Description | Private Placement Warrants, issued January 25, 2017 | |
Classification | Equity | |
Exercise Price | $ 46.90 | |
Expiration Date | June 2022 | |
Warrants Issued | 85,500 | |
Warrants | 85,500 | 85,500 |
Warrants Cancelled/Expired | ||
RedPath Warrants [Member] | ||
Description | RedPath Warrants, issued March 22, 2017 | |
Classification | Equity | |
Exercise Price | $ 46.90 | |
Expiration Date | September 2022 | |
Warrants Issued | 10,000 | |
Warrants | 10,000 | 10,000 |
Warrants Cancelled/Expired | ||
Underwriter Warrants [Member] | ||
Description | Underwriters Warrants, issued June 21, 2017 | |
Classification | Liability | |
Exercise Price | $ 13.20 | |
Expiration Date | December 2022 | |
Warrants Issued | 57,500 | |
Warrants | 53,500 | 53,500 |
Warrants Cancelled/Expired | ||
Base & Overallotment Warrants [Member] | ||
Description | Base & Overallotment Warrants, issued June 21, 2017 | |
Classification | Equity | |
Exercise Price | $ 12.50 | |
Expiration Date | June 2022 | |
Warrants Issued | 1,437,500 | |
Warrants | 870,214 | 870,214 |
Warrants Cancelled/Expired | ||
Warrants Issued [Member] | ||
Description | Warrants issued October 12, 2017 | |
Classification | Equity | |
Exercise Price | $ 18 | |
Expiration Date | April 2022 | |
Warrants Issued | 320,000 | |
Warrants | 320,000 | 320,000 |
Warrants Cancelled/Expired | ||
Underwriters Warrants [Member] | ||
Description | Underwriters Warrants, issued January 25, 2019 | |
Classification | Equity | |
Exercise Price | $ 9.40 | |
Expiration Date | January 2022 | |
Warrants Issued | 65,434 | |
Warrants | 65,434 | 65,434 |
Warrants Cancelled/Expired |
Warrants (Details Narrative)
Warrants (Details Narrative) - Warrant [Member] | 12 Months Ended |
Dec. 31, 2021$ / shares | |
Weighted average exercise price | $ 15.97 |
Weighted average remaining contractual life | 4 months 24 days |
Schedule of Stock Options, Valu
Schedule of Stock Options, Valuation Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Risk-free interest rate | 0.79% | 0.75% |
Expected life | 6 years | 6 years 6 months |
Expected volatility | 134.73% | 123.71% |
Dividend yield |
Schedule of Share-Based Compens
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 1,255 | $ 2,187 |
RSUs and Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 433 | 176 |
Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 107 | 265 |
Share-based Payment Arrangement [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 116 | |
Share-based Payment Arrangement, Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 715 | $ 1,630 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Shares outstanding beginning balance | 848,819 | |
Weighted average grant price outstanding beginning balance | $ 8.76 | |
Weighted average remaining contractual period outstanding beginning balance | 8 years 7 months 2 days | |
Aggregate intrinsic value outstanding beginning balance | ||
Shares granted | 347,500 | |
Weighted average grant price granted | $ 6 | |
Weighted average remaining contractual period granted | 9 years 2 months 15 days | |
Aggregate intrinsic value granted | ||
Shares exercised | (13,042) | 0 |
Weighted average grant price exercised | $ 9.45 | |
Shares forfeited or expired | (550,766) | |
Weighted average grant price forfeited or expired | $ 9.15 | |
Aggregate intrinsic value forfeited or expired | ||
Shares outstanding ending balance | 632,511 | 848,819 |
Weighted average grant price outstanding ending balance | $ 6.89 | $ 8.76 |
Weighted average remaining contractual period outstanding ending balance | 8 years 4 months 24 days | |
Aggregate intrinsic value outstanding ending balance | ||
Shares exercisable ending balance | 206,732 | |
Weighted average grant price exercisable ending balance | $ 9.14 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 7 years 6 months 10 days | |
Aggregate intrinsic value exercisable ending balance | ||
Shares vested and expected to vest | 537,520 | |
Weighted average grant price vested and expected to vest | $ 7.15 | |
Weighted average remaining contractual period vested and expected to vest | 8 years 4 months 9 days | |
Aggregate intrinsic value vested and expected to vest |
Schedule of Non Vested Option A
Schedule of Non Vested Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Non-vested Shares outstanding beginning balance | 487,318 | |
Non-vested weighted average grant date fair value outstanding beginning balance | $ 5.81 | |
Non-vested Shares granted | 347,500 | |
Non-vested weighted average grant date fair value granted | $ 4.64 | $ 5.36 |
Non-vested Shares vested | (127,696) | |
Non-vested weighted average grant date fair value vested | $ 6.54 | $ 7.34 |
Non-vested Shares forfeited | (284,646) | |
Non-vested weighted average grant date fair value forfeited | $ 5.72 | |
Non-vested Shares outstanding ending balance | 422,476 | 487,318 |
Non-vested weighted average grant date fair value outstanding ending balance | $ 4.78 | $ 5.81 |
Schedule of Share-Based Compe_2
Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested Aggregate Intrinsic Value Vested | $ 800 | $ 1,500 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested Shares beginning balance | 239,457 | |
Non-vested Weighted Average Grant Date Fair Value beginning balance | $ 10 | |
Non-vested Average Remaining Vesting Period Beginning balance | 1 year 9 months | |
Non-vested Aggregate Intrinsic Value Beginning balance | $ 1,348,781 | |
Non-vested Shares granted | 207,438 | |
Non-vested Weighted Average Grant Date Fair Value Granted | $ 5.46 | |
Non-vested Aggregate Intrinsic Value Granted | ||
Non-vested Shares Vested | (65,577) | |
Non-vested Weighted Average Grant Date Fair Value Vested | $ 4.65 | |
Non-vested Aggregate Intrinsic Value Vested | ||
Non-vested Shares Forfeited | (52,379) | |
Non-vested Weighted Average Grant Date Fair Value Forfeited | $ 5.23 | |
Non-vested Aggregate Intrinsic Value Forfeited | ||
Non-vested Shares ending balance | 328,939 | 239,457 |
Non-vested Weighted Average Grant Date Fair Value Ending balance | $ 3.67 | $ 10 |
Non-vested Average Remaining Vesting Period Ending balance | 1 year 4 months 2 days | |
Non-vested Aggregate Intrinsic Value Ending balance | $ 2,467,043 | $ 1,348,781 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 1,255 | $ 2,187 |
Weighted-average fair value of stock options granted | $ 4.64 | $ 5.36 |
Options exercised | 13,042 | 0 |
Share-based compensation aggregate fair value of option | $ 800 | $ 1,500 |
Weighted-average grant date fair value of options vested | $ 6.54 | $ 7.34 |
Aggregate fair value of restricted stock units | $ 300 | $ 400 |
Total unrecognized compensation cost related to unvested stock options and restricted stock units | 2,000 | |
Employee Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 100 | $ 40 |
Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
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 one to three-year period for employees and members of the Board. Upon exercise, new shares will be issued by the Company. The restricted shares and restricted stock units (“RSUs”) granted to employees generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances. Restricted shares and RSUs granted to Board members generally have a three-year graded vesting period and are subject to accelerated vesting and forfeiture under certain circumstances |
Schedule of Revenue by Major Cu
Schedule of Revenue by Major Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 41,314 | $ 32,398 |
Medicare Customer [Member] | ||
Revenue | 17,778 | 10,186 |
Medicare Advantage Customer [Member] | ||
Revenue | 5,859 | 3,566 |
Commercial Payers Customer [Member] | ||
Revenue | 5,555 | 4,136 |
Client Billings Customer [Member] | ||
Revenue | $ 3,752 | $ 2,582 |
Revenue Sources (Details Narrat
Revenue Sources (Details Narrative) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Benchmark [Member] | Medicare [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Revenue from continuing operations | 54.00% | 50.00% |
Schedule of Components of Incom
Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | (705) | 16 |
Total current | (705) | 16 |
Federal | 24 | 23 |
State | 14 | 14 |
Total deferred | 38 | 37 |
(Benefit) provision from income taxes | $ (667) | $ 53 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carryforwards | $ 24,923 | $ 17,015 |
State net operating loss carryforwards | 3,498 | 2,953 |
Compensation | 1,844 | 1,492 |
Allowances and reserves | 585 | 436 |
Intangible assets | 571 | 292 |
State taxes | 942 | 900 |
Credit carryforward | 2 | 229 |
163(j) interest | 1,047 | 745 |
Leases | 41 | 54 |
Deferred revenue | 95 | 95 |
Valuation allowance | (33,170) | (23,684) |
Gross deferred tax assets | 378 | 527 |
Property and equipment | (471) | (582) |
Deferred tax liability-net valuation allowance | $ (93) | $ (55) |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
State income tax rate, net of Federal tax benefit | 4.20% | 4.00% |
Meals and entertainment | (0.10%) | (0.10%) |
Valuation allowance | (25.30%) | (25.00%) |
Naked credit | (0.20%) | (0.10%) |
NJ NOL credit sale | 4.70% | 0.00% |
Effective tax rate | 4.30% | (0.20%) |
Schedule of Unrecognized Tax Be
Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits beginning balance | $ 877 | $ 877 |
Additions for tax positions of prior years | ||
Unrecognized tax benefits ending balance | $ 877 | $ 877 |
Schedule of Tax Years Subject t
Schedule of Tax Years Subject to Examination (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | |
Operating Loss Carryforwards [Line Items] | |
Open Tax Year | 2017 |
Domestic Tax Authority [Member] | Latest Tax Year [Member] | |
Operating Loss Carryforwards [Line Items] | |
Open Tax Year | 2021 |
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | |
Operating Loss Carryforwards [Line Items] | |
Open Tax Year | 2016 |
State and Local Jurisdiction [Member] | Latest Tax Year [Member] | |
Operating Loss Carryforwards [Line Items] | |
Open Tax Year | 2021 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | Jul. 15, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards, Limitations on Use | Under current federal income tax law, federal NOLs incurred in tax years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal NOLs is limited to 80% of Federal Taxable Income, and current state net operating losses not utilized begin to expire this year | |||
Unrecognized tax benefits | $ 877 | $ 877 | $ 877 | |
Unrecognized tax benefits would affect the effective tax rate | 900 | 900 | ||
Income tax examination penalties and interest expense | 200 | 300 | ||
Income tax examination penalties and interest accrued | 3,600 | $ 3,400 | ||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 118,600 | |||
[custom:ReductionInOperatingLossCarryforwards] | 71,200 | |||
[custom:RemainingReductionInOperatingLossCarryforwards] | $ 47,400 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | $ 56,300 |
Schedule of Weighted Average Nu
Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Basic weighted average number of common shares | 4,135 | 4,029 |
Potential dilutive effect of stock-based awards | ||
Diluted weighted average number of common shares | 4,135 | 4,029 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earning per share | 2,366 | 2,492 |
Share-based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earning per share | 632 | 849 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earning per share | 329 | 238 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earning per share | 1,405 | 1,405 |
Basic and Diluted Net Loss pe_3
Basic and Diluted Net Loss per Share (Details Narrative) | 12 Months Ended |
Dec. 31, 2021shares | |
Series B Preferred Stock [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Number preferred stocks on converted basis | 7,833,334 |
Revolving Line of Credit (Detai
Revolving Line of Credit (Details Narrative) - USD ($) | Oct. 13, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 13, 2018 |
Line of Credit Facility [Line Items] | |||||
Line of credit | $ 1,500,000 | ||||
Revolver [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit | $ 1,500,000 | $ 0 | |||
Loan And Security Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit | $ 7,500,000 | ||||
Percentage of accounts receivable | 80.00% | ||||
Line of credit | $ 5,000,000 | ||||
Revolving Line option credit card services borrowing limit | $ 300,000 | ||||
InterestRate | 0.50% | ||||
Percentage of line of credit unused facility fee | 0.25% | ||||
Line of credit, maturity date | Sep. 30, 2023 | ||||
Loan And Security Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
InterestRate | 2.50% | ||||
Loan And Security Agreement [Member] | Forecast [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit reductions | $ 250,000 | ||||
Loan And Security Agreement [Member] | Accounts Receivable [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit | $ 2,000,000 | ||||
Comerica Loan Agreement [Member] | Comerica Bank [Member] | Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit | $ 7,500,000 | ||||
SVB Loan Agreement [Member] | Silicon Valley Bank [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit | $ 4,000,000 | ||||
Line of credit outstanding accounts receivable | 3,750,000 | ||||
SVB Loan Agreement [Member] | Silicon Valley Bank [Member] | Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit | $ 850,000 |
Schedule of Transition Expenses
Schedule of Transition Expenses (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Balance at December 31, 2020 | $ 1,154 |
Transition expenses | 2,585 |
Payments | (3,739) |
Balance at December 31, 2021 | |
Personnel [Member] | |
Balance at December 31, 2020 | 885 |
Transition expenses | 1,044 |
Payments | (1,929) |
Balance at December 31, 2021 | |
Facilities And Infrastructure [Member] | |
Balance at December 31, 2020 | 269 |
Transition expenses | 1,036 |
Payments | (1,305) |
Balance at December 31, 2021 | |
Legal [Member] | |
Balance at December 31, 2020 | |
Transition expenses | 505 |
Payments | (505) |
Balance at December 31, 2021 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for taxes | $ 369 | $ 218 |
Cash paid for interest | 424 | 60 |
Taxes accrued for repurchase of restricted shares | 95 | |
Preferred Stock Deemed Dividend | 3,033 | |
Investment in DiamiR | 248 | |
Accrued financing costs | $ 31 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
SEC Schedule, 12-09, Allowance, Credit Loss [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 275 | $ 25 | |
Additions (Reductions) Charged to Operations | |||
Deductions Other | [1] | (203) | 250 |
Balance at end of Period | 72 | 275 | |
Allowance for Doubtful Notes [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 869 | 869 | |
Additions (Reductions) Charged to Operations | |||
Deductions Other | [1] | ||
Balance at end of Period | 869 | 869 | |
SEC Schedule, 12-09, Valuation Allowance, Other Tax Carryforward [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | 23,684 | 17,027 | |
Additions (Reductions) Charged to Operations | |||
Deductions Other | [1] | 9,486 | 6,657 |
Balance at end of Period | $ 33,170 | $ 23,684 | |
[1] | Includes payments and actual write offs, as well as changes in estimates in the reserves. |