Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 15, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
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 | Waterview Plaza | ||
Entity Address, Address Line Two | Suite 310 | ||
Entity Address, Address Line Three | 2001 Route 46 | ||
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 | $ 3,785,811 | ||
Entity Common Stock, Shares Outstanding | 4,376,398 | ||
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 2024 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, 2023. 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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Firm ID | 274 | ||
Auditor Name | EISNERAMPER LLP | ||
Auditor Location | Philadelphia, Pennsylvania |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,498 | $ 4,828 |
Accounts receivable | 4,983 | 5,032 |
Other current assets | 1,841 | 2,294 |
Total current assets | 10,322 | 12,154 |
Property and equipment, net | 790 | 480 |
Other intangible assets, net | 861 | |
Operating lease right of use assets | 1,864 | 2,439 |
Other long-term assets | 45 | 45 |
Total assets | 13,021 | 15,979 |
Current liabilities: | ||
Accounts payable | 1,544 | 1,050 |
Accrued salary and bonus | 1,969 | 1,456 |
Other accrued expenses | 8,201 | 8,419 |
Note payable at fair value, current | 5,100 | |
Line of credit - current | 2,500 | |
Current liabilities of discontinued operations | 660 | 858 |
Total current liabilities | 17,474 | 14,283 |
Contingent consideration | 518 | |
Operating lease liabilities, net of current portion | 1,472 | 1,848 |
Note payable at fair value | 4,243 | 11,165 |
Other long-term liabilities | 4,968 | 4,701 |
Total liabilities | 28,157 | 32,515 |
Commitments and contingencies (Note 11) | ||
Redeemable preferred stock, $.01 par value; 5,000,000 shares authorized, 47,000 shares Series B issued and outstanding | 46,536 | 46,536 |
Stockholders’ deficit: | ||
Common stock, $.01 par value; 100,000,000 shares authorized; 4,447,489 and 4,367,830 shares issued, respectively; 4,351,445 and 4,296,710 shares outstanding, respectively | 405 | 405 |
Additional paid-in capital | 188,146 | 187,516 |
Accumulated deficit | (248,215) | (249,017) |
Treasury stock, at cost (96,044 and 71,120 shares, respectively) | (2,008) | (1,976) |
Total stockholders’ deficit | (61,672) | (63,072) |
Total liabilities and stockholders’ deficit | (33,515) | (30,557) |
Total liabilities, preferred stock and stockholders’ deficit | $ 13,021 | $ 15,979 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 4,447,489 | 4,367,830 |
Common stock, shares outstanding | 4,351,445 | 4,296,710 |
Treasury stock, shares | 96,044 | 71,120 |
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, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue, net | $ 40,214 | $ 31,838 |
Cost of revenue | 16,310 | 13,607 |
Gross profit | 23,904 | 18,231 |
Operating expenses: | ||
Sales and marketing | 10,233 | 9,125 |
Research and development | 636 | 703 |
General and administrative | 9,363 | 10,973 |
Acquisition related amortization expense | 861 | 1,270 |
Change in fair value of contingent consideration | 7 | (223) |
Total operating expenses | 21,100 | 21,848 |
Operating income (loss) from continuing operations | 2,804 | (3,617) |
Interest accretion expense | (112) | (158) |
Note payable interest expense | (896) | (850) |
Other expense, net | (667) | (1,211) |
Income (loss) from continuing operations before tax | 1,129 | (5,836) |
Provision for income taxes | 17 | 29 |
Income (loss) from continuing operations | 1,112 | (5,865) |
Loss from discontinued operations, net of tax | (310) | (16,093) |
Net income (loss) | $ 802 | $ (21,958) |
Basic net income (loss) per share of common stock: | ||
From continuing operations | $ 0.26 | $ (1.38) |
From discontinued operations | (0.07) | (3.80) |
Net income (loss) per basic share of common stock | 0.19 | (5.18) |
Diluted net income (loss) per share of common stock: | ||
From continuing operations | 0.25 | (1.38) |
From discontinued operations | (0.07) | (3.80) |
Net income (loss) per diluted share of common stock | $ 0.18 | $ (5.18) |
Weighted average number of common shares and common share equivalents outstanding: | ||
Basic | 4,317 | 4,238 |
Diluted | 4,364 | 4,238 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 403 | $ (1,868) | $ 186,106 | $ (227,059) | $ (42,418) |
Balance, shares at Dec. 31, 2021 | 4,228,169 | 32,757 | |||
Issuance of common stock | $ 2 | 106 | 108 | ||
Issuance of common stock, shares | 139,652 | ||||
Treasury stock purchased | $ (108) | (108) | |||
Treasury stock purchased, shares | 38,363 | ||||
Exercise of warrants | |||||
Exercise of warrants, shares | 9,000 | ||||
Stock-based compensation expense | 1,304 | 1,304 | |||
Net income (loss) | (21,958) | (21,958) | |||
Balance at Dec. 31, 2022 | $ 405 | $ (1,976) | 187,516 | (249,017) | (63,072) |
Balance, shares at Dec. 31, 2022 | 4,367,830 | 71,120 | |||
Issuance of common stock | |||||
Issuance of common stock, shares | 79,659 | ||||
Treasury stock purchased | $ (32) | (32) | |||
Treasury stock purchased, shares | 24,924 | ||||
Stock-based compensation expense | 630 | 630 | |||
Net income (loss) | 802 | 802 | |||
Balance at Dec. 31, 2023 | $ 405 | $ (2,008) | $ 188,146 | $ (248,215) | $ (61,672) |
Balance, shares at Dec. 31, 2023 | 4,447,489 | 96,044 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash Flows From Operating Activities | ||
Net income (loss) | $ 802 | $ (21,958) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,026 | 2,560 |
Interest accretion expense | 112 | 158 |
Goodwill impairment | 8,433 | |
Intangible asset impairment | 3,964 | |
Amortization of deferred financing fees | 42 | 60 |
Stock-based compensation | 630 | 1,258 |
Amortization on operating lease right of use asset | 575 | 942 |
ESPP expense | 46 | |
Change in fair value of note payable | 678 | 1,223 |
Deferred income taxes | (93) | |
Change in fair value of contingent consideration | 7 | (223) |
Other gains and expenses, net | (71) | |
Other changes in operating assets and liabilities: | ||
Accounts receivable | 49 | (133) |
Other current assets | (89) | (216) |
Other long-term assets | 34 | |
Accounts payable | 489 | (735) |
Accrued salaries and bonus | 513 | (1,421) |
Accrued liabilities | (936) | (549) |
Operating lease liabilities | (376) | (1,142) |
Long-term liabilities | 267 | 171 |
Net cash provided by (used in) operating activities | 3,789 | (7,692) |
Cash Flows From Investing Activity | ||
Proceeds from sale of Interpace Pharma Solutions, net | 383 | 6,528 |
Purchase of property and equipment | (470) | (322) |
Net cash (used in) provided by investing activities | (87) | 6,206 |
Cash Flows From Financing Activities | ||
Issuance of common stock, net of expenses | 108 | |
Payment of BroadOak terminal payment | (2,500) | |
Proceeds from convertible debt issuance | 2,000 | |
Payments on line of credit | (2,500) | |
Borrowings on line of credit | 1,000 | |
Cash paid for repurchase of restricted shares | (32) | (108) |
Net cash (used in) provided by financing activities | (5,032) | 3,000 |
Net (decrease) increase in cash and cash equivalents | (1,330) | 1,514 |
Cash and cash equivalents from continuing operations – beginning | 4,828 | 2,922 |
Cash and cash equivalents from discontinued operations – beginning | 392 | |
Cash and cash equivalents – beginning | 4,828 | 3,314 |
Cash and cash equivalents from continuing operations – ending | 3,498 | 4,828 |
Cash and cash equivalents from discontinued operations – ending | ||
Cash and cash equivalents – ending | $ 3,498 | $ 4,828 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
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”) is a company that 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 develops and commercializes genomic tests and related first line assays principally focused on early detection of patients with indeterminate biopsies and at high risk of cancer using the latest technology. 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, and Interpace Diagnostics, LLC. Discontinued operations include the Company’s wholly-owned subsidiaries: Group DCA, LLC (“Group DCA”), InServe Support Solutions (Pharmakon), TVG, Inc. (TVG, dissolved December 31, 2014) its Commercial Services (“CSO”) business unit and its Interpace Pharma Solutions business (“Pharma Solutions”) which was sold on August 31, 2022. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has one reporting segment: the Company’s clinical 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, notes payable, allowances for doubtful accounts and notes, revenue recognition, and unrecognized tax benefits. The Company periodically reviews these matters and reflects changes in estimates as appropriate. Actual results could materially differ from those estimates. 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. 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. No allowance for credit losses has been recorded during the periods presented. 4.7 Other current assets Other current assets consisted of the following as of December 31, 2023 and 2022: Schedule of Other Current Assets December 31, 2023 December 31, 2022 Lab supplies $ 1,227 $ 1,224 Prepaid expenses 590 390 Funds in escrow - 500 Other 24 180 Total other current assets $ 1,841 $ 2,294 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: five twelve years two five years three twelve years one five 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 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 ten years 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 related asset group, an impairment loss is recognized by reducing the recorded value of the asset group to its fair value. 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. There were no 3.8 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 We derive our revenues from the performance of 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. Under Accounting Standards Codification 606, revenue is recognized based on the estimated transaction price or net realizable value, 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. We regularly review the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates and adjust the net realizable values (“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 affects net revenue in the period such variances become known. Financing and Payment For non-Medicare claims, our payment terms vary by payer category. Payment terms for direct-payers in our clinical services are typically thirty days and in our pharma services, up to sixty days. Commercial third-party-payers are required to respond to a claim within a time period established by their respective state regulations, generally between thirty to sixty days. However, payment for commercial third-party claims may be subject to a denial and appeal process, which could take up to two years in some instances where multiple appeals are submitted. The Company generally appeals all denials from commercial third-party payers. We bill Medicare directly for tests performed for Medicare patients and must accept Medicare’s fee schedule for the covered tests as payment in full. 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. See Note 14, 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. 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 annual tax 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 basis and financial reporting basis 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. The Company adjusts accruals for unrecognized tax benefits as facts and circumstances change, such as the progress of a tax audit. However, any adjustments made may be material to the Company’s consolidated results of operations or cash flows for a reporting period. Penalties and interest, if incurred, would be recorded as a component of current income tax expense. 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 2022, the potentially dilutive common shares have been excluded from the earnings per share computation for this period 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. Reclassifications The Company reclassified certain prior period balances to conform to the current year presentation. |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards | 2. Recent Accounting Standards Accounting Pronouncements Adopted The FASB issued new guidance under ASC Topic 326, Financial Instruments Credit Losses. The guidance changes the allowance on accounts receivable from an incurred method to an expected method. The Company adopted ASC Topic 326 on January 1, 2023 which requires the Company to look at its history of write-offs to come up with an expected loss rate and apply that to its current accounts receivable balance. It had no material effect on the consolidated financial statements. Accounting Pronouncements Pending 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 ASU 2020-06 amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect this will have any impact on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact the adoption of this standard on its financial statements. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2023 | |
Liquidity | |
Liquidity | 3. Liquidity In October 2021, the Company entered into a $ 7.5 8.0 2.0 At December 31, 2023, the Company has a $ 10 October 31, 2024 Subsequent Events Along with many laboratories, the Company may be affected by the Proposed Local Coverage Determination (“LCD”) DL39365, which is currently under consideration by Novitas. If finalized, this Proposed LCD, which governs “Genetic Testing for Oncology,” could impact the existing Medicare coverage for one of our molecular tests, PancraGEN ® ® ® ® ® ® For the year ended December 31, 2023, the Company had operating income from continuing operations of $ 2.8 3.5 10.3 17.5 2.8 The Company intends to meet its ongoing capital needs by using its available cash, as well as through targeted margin improvement; collection of accounts receivable; containment of costs; and the potential use of other financing options and other strategic alternatives. The Company continues to explore various strategic alternatives, 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. With the delisting of its common stock from Nasdaq in February 2021, the Company’s ability to raise additional capital on terms acceptable to it has been adversely impacted. There can be no assurance that the Company will be successful in obtaining such funding on terms acceptable to it. With the improvement in operating cash flows associated with the disposition of the Pharma Solutions business, and the Company’s improved operating performance, as of the date of this filing, the Company anticipates that current cash and cash equivalents and forecasted cash receipts will be sufficient to meet its anticipated cash requirements through the next twelve months from the date of issuance of the consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 4. Discontinued Operations On August 31, 2022, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Flagship Biosciences, Inc. (the “Purchaser”) pursuant to which the Purchaser agreed to (i) acquire substantially all of the assets of Interpace Pharma Solutions, Inc. used in its business of complex molecular analysis for the early diagnosis and treatment of cancer and supporting the development of targeted therapeutics (the “Business”) and (ii) assume and pay certain liabilities related to the purchased assets (collectively, the “Transaction”). The Transaction closed on August 31, 2022. As consideration for the Transaction, Interpace received a total sale price of approximately $ 6.2 0.5 1.0 0.5 The Purchase Agreement includes a one-year commitment of Interpace not to compete with the Business, recruit or hire any former employees of the Subsidiary who accept employment with the Purchaser in connection with the Transaction, or divert or attempt to divert from Purchaser any business to be performed from any of the contracts or agreements with customers as set forth in the Purchase Agreement. The Purchase Agreement also contains customary representations and warranties, post-closing covenants and mutual indemnification obligations for, among other things, any inaccuracy or breach of any representation or warranty and any breach or non-fulfillment of any covenant. In connection with the Transaction, on August 31, 2022, Interpace and Purchaser entered into a Shared Services Agreement (the “Shared Services Agreement”) pursuant to which Interpace agreed to provide, or cause its affiliates to provide, to the Purchaser certain services set forth in the Shared Services Agreement on a transitional basis and subject to the terms and conditions set forth in the Shared Services Agreement (the “Services”). As consideration for the Services provided by Interpace, Purchaser will pay Interpace the amounts specified for each Service as set forth in the Shared Services Agreement. The Company’s obligations to provide the Services will terminate with respect to each Service as set forth in the Shared Services Agreement. The Purchaser is identified as a related party as an affiliate of Ampersand and an affiliate of BroadOak and have each provided equity financing to the Purchaser. Collectively, they own a majority of the Purchaser’s outstanding equity securities and are represented on its Board of Directors. The Company intends to use the remaining net proceeds to fund its future business activities and for general working capital purposes. As a result of the sale, the gain on sale and all operations from Interpace Pharma Solutions have been classified as discontinued operations for all periods presented. A reconciliation of the accounting for the Company’s Pharma Solutions business in 2023 and 2022 is as follows: Schedule of Sale of Business 2023 2022 Gain (loss) on Sale 2023 2022 Purchase price $ - $ 7,000 Earnout received - 1,043 Working capital adjustment, net (117 ) (766 ) Less: transaction costs - (307 ) Total net consideration $ (117 ) $ 6,970 Assets and liabilities disposed of, net (1) - (6,970 ) Gain (loss) on sale $ (117 ) $ - (1) includes goodwill and intangible assets written down prior to the Transaction. The goodwill write-down was approximately $ 8.4 3.8 The components of assets and liabilities classified as discontinued operations consist of the following as of December 31, 2023 and December 31, 2022: Schedule of Components of Assets and Liabilities and Revenue Classified as Discontinued Operations December 31, December 31, 2023 2022 Accrued salary and bonus $ - $ 92 Other (1) 660 766 Current liabilities of discontinued operations 660 858 (1) Includes $ 660 766 The table below presents the significant components of its former Pharma Solutions and Commercial Services business units’ results included within loss from discontinued operations, net of tax in the consolidated statements of operations for the years ended December 31, 2023 and 2022. 2023 2022 For The Years Ended December 31, 2023 2022 Revenue, net $ - $ 5,678 Loss from discontinued operations (43 ) (15,968 ) Income tax expense 267 125 Loss from discontinued operations, net of tax $ (310 ) $ (16,093 ) The income tax expense for the years ended December 31, 2023 and December 31, 2022 primarily pertained to the interest accrued on uncertain tax position liabilities. Cash used from discontinued operations, operating activities, for the year ended December 31, 2023 was approximately $ 0.1 0.4 2.8 6.5 1.1 no |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
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 and notes payable. 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 Fair Value Measurements As of December 31, 2023 As of December 31, 2023 Carrying Amount Fair Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 453 $ 453 $ - $ - $ 453 Note payable: BroadOak loan 10,000 9,343 - - 9,343 $ 10,453 $ 9,796 $ - $ - $ 9,796 Fair Value Measurements As of December 31, 2022 As of December 31, 2022 Carrying Amount Fair Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 1,088 $ 1,088 $ - $ - $ 1,088 Note payable: BroadOak loan 10,000 11,165 - - 11,165 $ 11,088 $ 12,253 $ - $ - $ 12,253 (1) See Note 10, Accrued Expenses and Other Long-Term Liabilities 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. The Company records the BroadOak 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 December 31, 2022 Payments Transferred Expenses Accretion/ Accrued to Fair Value/ Market December 31, 2023 Asuragen $ 1,088 $ - $ (754 ) $ 112 $ 7 $ 453 BroadOak loan 11,165 (2,500 ) - - 678 9,343 $ 12,253 $ (2,500 ) $ (754 ) $ 112 $ 685 $ 9,796 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, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment consisted of the following as of December 31, 2023 and 2022: Schedule of Property and Equipment 2023 2022 December 31, 2023 2022 Furniture and fixtures $ 69 $ 69 Lab and office equipment 2,510 2,243 Computer equipment 233 233 Internal-use software 253 139 Leasehold improvements 269 175 Property and equipment 3,334 2,859 Less accumulated depreciation and amortization (2,544 ) (2,379 ) Net property and equipment $ 790 $ 480 Depreciation and amortization expense from continuing operations was approximately $ 0.2 zero 0.1 zero |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets The net carrying value of the identifiable intangible assets from all acquisitions within continuing operations as of December 31, 2023 and December 31, 2022 are as follows: Schedule of Identifiable Intangible Assets Carrying Value As of December 31, 2023 As of December 31, 2022 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 CLIA Lab 2.3 609 609 Total $ 31,951 $ 31,951 Accumulated Amortization (31,951 ) (31,090 ) Net Carrying Value $ - $ 861 Amortization expense from continuing operations was approximately $ 0.9 1.3 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Leases | 8. Leases The Company leases facilities and certain equipment under agreements classified as operating leases, which expire at various dates through June 2028. Substantially all of the property leases provide for increases based upon use of utilities and landlord’s operating expenses as well as pre-defined rent escalations. Total operating lease expense from continuing operations under these agreements for the years ended December 31, 2023 and 2022 was approximately $ 0.8 0.9 0.8 0.9 The table below presents the lease-related assets and liabilities recorded in the Consolidated Balance Sheet: Schedule of Lease related Assets and Liabilities Classification on the Balance Sheet December 31, 2023 December 31, 2022 Assets Operating lease assets Operating lease right of use assets 1,864 2,439 Total lease assets $ 1,864 $ 2,439 Liabilities Current Operating lease liabilities Other accrued expenses 377 578 Total current lease liabilities $ 377 $ 578 Noncurrent Operating lease liabilities Operating lease liabilities, net of current portion 1,472 1,848 Total long-term lease liabilities 1,472 1,848 Total lease liabilities $ 1,849 $ 2,426 The weighted average remaining lease term for the Company’s operating leases was 4.3 5.0 11.8 11.7 The table below reconciles the undiscounted cash flows to the lease liabilities recorded on the Company’s Consolidated Balance Sheet as of December 31, 2023: Schedule of Maturities of Operating Lease Liabilities Operating Leases 2024 $ 575 2025 450 2026 550 2027-2028 825 Total minimum lease payments 2,400 Less: amount of lease payments representing effects of discounting 551 Present value of future minimum lease payments 1,849 Less: current obligations under leases 377 Long-term lease obligations $ 1,472 |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2023 | |
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 |
Accrued Expenses and Other Long
Accrued Expenses and Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022: Schedule of Other Accrued Expenses December 31, 2023 December 31, 2022 Accrued royalties $ 6,268 $ 4,909 Contingent consideration 453 569 Operating lease liability 377 578 Accrued sales and marketing - diagnostics 43 40 Accrued lab costs - diagnostics 68 167 Accrued professional fees 241 641 Taxes payable 261 262 Unclaimed property 35 565 All others 455 688 Total other accrued expenses $ 8,201 $ 8,419 Other long-term liabilities consisted of uncertain tax positions as of December 31, 2023 and 2022. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Litigation From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. When the Company is aware of a claim or potential claim, it assesses the likelihood of any loss or exposure. If it is probable that a loss will result and the amount of the loss can be reasonably estimated, the Company will record a liability for the loss. In addition to the estimated loss, the recorded liability includes probable and estimable legal costs associated with the claim or potential claim. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. There is no pending litigation involving the Company at this time. 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 or services that 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. There is also the risk of employment related litigation and other litigation in the ordinary course of business. 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. |
Mezzanine Equity
Mezzanine Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Mezzanine Equity | 12. Mezzanine Equity Redeemable Preferred Stock 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 no 6.00 Voting On any matter presented to the stockholders of the Company for their action or consideration at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series B Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of the Company’s common stock into which the shares of Series B Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (the “Certificate of Designation”), holders of Series B Preferred Stock will vote together with the holders of common stock as a single class and on an as-converted to common stock basis. Director Designation Rights The Certificate of Designation also provides each Investor with the following director designation rights: for so long such Investor holds at least sixty percent (60%) of the Series B Preferred Stock issued to it on the Issuance Date (as defined therein), such Investor will be entitled to elect two directors to the Company’s Board of Directors (the “Board”), provided that one of the directors qualifies as an “independent director” under Rule 5605(a)(2) of the listing rules of the Nasdaq Stock Market (or any successor rule or similar rule promulgated by another exchange on which the Company’s securities are then listed or designated) (“Independent Director”). However, if at any time such Investor holds less than sixty percent (60%), but at least forty percent (40%), of the Series B Preferred Stock issued to them on the Issuance Date, such Investor would only be entitled to elect one director to the Board. Any director elected pursuant to the terms of the Certificate of Designation may be removed without cause by, and only by, the affirmative vote of the holders of Series B Preferred Stock. A vacancy in any directorship filled by the holders of Series B Preferred Stock may be filled only by vote or written consent in lieu of a meeting of such holders of Series B Preferred Stock or by any remaining director or directors elected by such holders of Series B Preferred Stock On November 15, 2023, Edward Chan, a director designated by 1315 Capital to the Board, provided notice to the Company of his resignation from the Board, effective immediately. Further, on December 7, 2023, Robert Gorman, a director designated by Ampersand to the Board, provided notice to the Company of his resignation as a director and as Chairman of the Board, effective immediately. Conversion The Certificate of Designation provides that from and after the Issuance Date and subject to the terms of the Certificate of Designation, each share of Series B Preferred Stock is convertible, at any time and from time to time, at the option of the holder into a number of shares of common stock equal to dividing the amount equal to the greater of the Stated Value of such Series B Preferred Stock, plus any dividends declared but unpaid thereon, or such amount per share as would have been payable had each such share been converted into common stock immediately prior to a liquidation, by six dollars ($ 6.00 7,833,334 Mandatory Conversion If the Company consummates the sale of shares of common stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act pursuant to which the price of the common stock in such offering is at least equal to twelve dollars ($ 12.00 25,000,000.00 Liquidation Upon any voluntary or involuntary liquidation, dissolution or winding up of the Company or Deemed Liquidation (as defined in the Certificate of Designation) (a “Liquidation”), the holders of shares of Series B Preferred Stock then outstanding will be entitled to be paid out of the assets of the Company available for distribution to its stockholders (on a pari passu basis with the holders of any class or series of preferred stock ranking on liquidation on a parity with the Series B Preferred Stock), and before any payment will be made to the holders of common stock or any other class or series of preferred stock ranking on liquidation junior to the Series B Preferred Stock by reason of their ownership thereof, an amount per share of Series B Preferred Stock equal to the greater of (i) the Stated Value of such share of Series B Preferred Stock, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had each such share been converted into common stock immediately prior to such Liquidation. As of December 31, 2023 and December 31, 2022, there were 47,000 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | 13. Notes Payable BroadOak Loan On October 29, 2021, the Company and its subsidiaries entered into the BroadOak Loan Agreement, providing for a term loan in the aggregate principal amount of $ 8,000,000 October 31, 2024 9 7,500,000 The Term Loan had 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. On October 24, 2023, the Company entered into a Second Amendment to Loan and Security Agreement (“Amendment”) with BroadOak. The primary changes to the original BroadOak Loan Agreement were as follows: ● The Company made a one-time payment in an aggregate amount equal to $ 2,500,000 3,000,000 ● Effective November 1, 2023, the interest rate under the BroadOak Loan Agreement was reduced from 9 8 October 31, 2024 ● The Company has the option to request an extension of the Loan Maturity Date in writing no less than sixty days prior to the Loan Maturity Date. If BroadOak agrees to the extension, the Loan Maturity Date would automatically be extended. The Second Amendment was treated as a debt modification which is accounted for prospectively. Since the BroadOak Loan is carried at fair value under the fair value option, the Second Amendment did not result in any extinguishment gain or loss upon amendment, and the impact of the revised terms was incorporated into the Company’s fourth quarter 2023 fair value calculation. In March 2024, the Company entered into a Third Amendment of the BroadOak Loan Agreement. See Note 20, Subsequent Events |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 14. 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 estimates 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 $ 46,000 one million As of December 31, 2023, we have reserved 692,688 1,000,007 1,677,248 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. There were no stock options granted in 2023. The following table provides the weighted average assumptions used in determining the fair value of the stock options granted during the year ended December 31, 2022: Schedule of Stock Options, Valuation Assumptions December 31, 2022 Risk-free interest rate 1.75 % Expected life 6.0 Expected volatility 129.88 % Dividend yield - The weighted-average fair value of stock options granted during the year ended December 31, 2022 was estimated to be $ 4.50 no Stock-based compensation from continuing operations for the years ended December 31, 2023 and 2022 is as follows: Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award 2023 2022 RSUs and restricted stock $ 313 $ 498 Performance-based awards 58 71 Options 259 622 Total stock-based compensation expense $ 630 $ 1,191 A summary of stock option activity for the year ended December 31, 2023, and changes during such year, is presented below: Schedule of Stock Option Activity Weighted- Weighted-Average Average Remaining Aggregate Grant Contractual Intrinsic Shares Price Period (in years) Value Outstanding at January 1, 2023 527,844 $ 6.46 7.57 $ - Granted - - - - Forfeited or expired (72,000 ) 6.07 - - Outstanding at December 31, 2023 455,844 6.52 6.47 - Exercisable at December 31, 2023 336,826 6.95 6.29 - Vested and expected to vest 376,509 6.79 6.45 - A summary of the change in of the Company’s non-vested options for the year ended December 31, 2023 is presented below: Schedule of Non Vested Option Activity Shares Weighted- Average Grant Date Fair Value Nonvested at January 1, 2023 257,764 $ 4.63 Granted - - Vested (129,574 ) 4.70 Forfeited (9,172 ) 4.56 Nonvested at December 31, 2023 119,018 $ 4.55 The aggregate fair value of options vested during the years ended December 31, 2023 and 2022 was $ 0.6 0.7 5.02 A summary of the Company’s non-vested shares of restricted stock and restricted stock units for the year ended December 31, 2023, and changes during such year, is presented below: Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity Weighted- Average Average Remaining Aggregate Grant Date Vesting Intrinsic Shares Fair Value Period (in years) Value Nonvested at January 1, 2023 249,005 $ 3.47 0.98 $ 258,965 Granted 87,500 1.32 - - Vested (79,659 ) 4.30 - - Forfeited (20,002 ) 6.52 - - Nonvested at December 31, 2023 236,844 $ 2.14 0.84 $ 255,792 The aggregate fair value of restricted stock units vested during each of the years ended December 31, 2023 and 2022 was $ 0.3 0.6 As of December 31, 2023, there was approximately $ 0.3 |
Revenue Sources
Revenue Sources | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Revenue Sources | 15. 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 accounting for more than 10% of the Company’s revenue from continuing operations during the years ended December 31, 2023 and 2022, respectively. For the years ended December 31, 2023 and December 31, 2022, revenue from Medicare was approximately 37 45 Schedule of Revenue by Major Customers Years Ended December 31, Customer 2023 2022 Medicare $ 14,830 $ 14,413 Commercial Payors $ 11,797 $ 7,154 Client Billings $ 7,711 $ 5,679 Medicare Advantage $ 5,512 $ 4,384 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes The provision for income taxes on continuing operations for the years ended December 31, 2023 and 2022 is comprised of the following: Schedule of Components of Income Tax Expense (Benefit) 2023 2022 Current: Federal $ - $ - State 17 29 Total current 17 29 Deferred: Federal - - State - - Total deferred - - Provision for income taxes $ 17 $ 29 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, 2023 as the Company believes that it is more likely than not that these assets will not be realized. The tax effects of significant items comprising the Company’s deferred tax assets and (liabilities) as of December 31, 2023 and 2022 are as follows: Schedule of Deferred Tax Assets and Liabilities 2023 2022 Deferred tax assets: Federal net operating loss carryforwards $ 26,429 $ 26,713 State net operating loss carryforwards 3,780 3,639 Compensation 2,021 2,059 Allowances and reserves 421 395 Intangible assets 3,201 3,584 State taxes 1,049 987 Credit carryforward 1 1 163(j) interest 1,411 1,279 Deferred revenue 94 94 Capitalized 174 268 158 Valuation allowance (38,654 ) (38,256 ) Gross deferred tax assets 21 653 Deferred tax liability: Property and equipment (17 ) (650 ) Leases (4 ) (3 ) Deferred tax liability-net valuation allowance $ - $ - The Company’s deferred tax asset and deferred tax liabilities are included within Other long-term liabilities 125.8 60.8 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 1.0 55.6 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 2023 2022 Federal statutory rate 21.0 % 21.0 % State income tax rate, net of Federal tax benefit 1.4 % 3.6 % Meals and entertainment 2.1 % (0.4 %) Valuation allowance (23.0 %) (24.7 %) Effective tax rate 1.5 % (0.5 %) The following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2023: Schedule of Unrecognized Tax Benefits Reserves Roll Forward Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2022 $ 877 Additions for tax positions of prior years - Balance as of January 1, 2023 $ 877 Additions for tax positions of prior years - Balance as of December 31, 2023 $ 877 As of both December 31, 2023 and 2022, the total amount of gross unrecognized tax benefits was $ 0.9 0.9 The Company recognized interest and penalties of $ 0.2 4.0 3.8 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, 2023: Schedule of Tax Years Subject to Examination Jurisdiction Tax Years Federal 2019 2023 State and Local 2018 2023 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, 2023. |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) per Share | 17. Basic and Diluted Net Income (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, 2023 and 2022 are as follows (rounded to thousands): Schedule of Weighted Average Number of Shares Years Ended December 31, 2023 2022 Basic weighted average number of common shares 4,317 4,238 Potential dilutive effect of stock-based awards 47 - Diluted weighted average number of common shares 4,364 4,238 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, 2023 2022 Options 456 528 Restricted stock units (RSUs) 237 249 693 777 |
Revolving Line of Credit
Revolving Line of Credit | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Revolving Line of Credit | 18. Revolving Line of Credit On October 13, 2021, the Company and its subsidiaries entered into the Comerica Loan Agreement with 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 In April 2022, Comerica waived certain covenants specifically relating to the Company receiving financial statements with a going concern comment or qualification. In April 2022 and August 2022, Comerica waived certain covenants specifically relating to failure to maintain bank accounts outside of Comerica in an aggregate amount not to exceed $ 0.5 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 contained financial covenants requiring specified minimum liquidity and minimum revenue thresholds, which the Company was in compliance with as of December 31, 2023, and also contained customary events of default. As of December 31, 2023, the balance of the revolving line was zero On October 6, 2023, effective September 30, 2023, the Company entered into a Fifth Amendment to its Loan and Security Agreement (the “Fifth Amendment to the Comerica Loan Agreement”) with Comerica Bank providing for a revolving credit facility of up to $ 5,000,000 5,000,000 80 1.5 The Fifth Amendment to the Comerica Loan Agreement contained affirmative and negative restrictive covenants that were applicable whether or not any amounts are outstanding under the Comerica Loan Agreement. These restrictive covenants, which included restrictions on certain mergers, acquisitions, investments, encumbrances, etc., could have adversely affected our ability to conduct our business. The Comerica Loan Agreement also contained financial covenants requiring specified minimum liquidity and minimum adjusted EBITDA thresholds. Pursuant to the Fifth Amendment to the Comerica Loan Agreement, Comerica consented to waive a covenant constituting an event of default under the Comerica Loan Agreement regarding a going concern qualification issued in connection with the Company’s 2022 fiscal year audit. See Note 20, Subsequent Events, |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 19. Supplemental Cash Flow Information Supplemental Disclosure of Other Cash Flow Information (in thousands) Supplemental Cash Flow Information Years Ended December 31, 2023 2022 Cash paid for taxes $ 270 $ 251 Cash paid for interest $ 1,092 $ 971 Supplemental Disclosures of Non Cash Activities (in thousands) Years Ended December 31, 2023 2022 Purchase of property and equipment included in accounts payable $ 5 $ - Conversion of convertible debt into notes payable - 2,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 20. Subsequent Events Line of Credit In February 2024, the Company ended the Comerica Loan Agreement. The Company did not owe anything outstanding on the Line at the time of termination and does not owe anything further to Comerica Bank. BroadOak Amendment On March 29, 2024, the Company entered into a Third Amendment to Loan and Security Agreement with BroadOak. The primary changes to the Second Amendment to Loan and Security Agreement were as follows: ● The maturity date was extended to June 30, 2025 ● Beginning April 1, 2024, the Company will make $ 500,000 |
VALUATION AND QUALIFYING ACCOUN
VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2023 | |
Valuation And Qualifying Accounts | |
VALUATION AND QUALIFYING ACCOUNTS | VALUATION AND QUALIFYING ACCOUNTS YEARS ENDED DECEMBER 31, 2023 AND 2022 ($ in thousands) Additions Balance at (Reductions) (1) Balance at Beginning Charged to Deductions end Description of Period Operations Other of Period 2022 Allowance for doubtful accounts $ 72 - (72 ) $ - Allowance for doubtful notes $ 869 - - $ 869 Tax valuation allowance $ 33,170 - 5,086 $ 38,256 2023 Allowance for doubtful notes $ 869 - - $ 869 Tax valuation allowance $ 38,256 - 398 $ 38,654 (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, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Interpace Biosciences, Inc. (“Interpace” or the “Company”) is a company that 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 develops and commercializes genomic tests and related first line assays principally focused on early detection of patients with indeterminate biopsies and at high risk of cancer using the latest technology. |
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, and Interpace Diagnostics, LLC. Discontinued operations include the Company’s wholly-owned subsidiaries: Group DCA, LLC (“Group DCA”), InServe Support Solutions (Pharmakon), TVG, Inc. (TVG, dissolved December 31, 2014) its Commercial Services (“CSO”) business unit and its Interpace Pharma Solutions business (“Pharma Solutions”) which was sold on August 31, 2022. All significant intercompany balances and transactions have been eliminated in consolidation. The Company has one reporting segment: the Company’s clinical 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, notes payable, allowances for doubtful accounts and notes, revenue recognition, and unrecognized tax benefits. The Company periodically reviews these matters and reflects changes in estimates as appropriate. Actual results could materially differ from those estimates. |
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. 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. No allowance for credit losses has been recorded during the periods presented. 4.7 |
Other current assets | Other current assets Other current assets consisted of the following as of December 31, 2023 and 2022: Schedule of Other Current Assets December 31, 2023 December 31, 2022 Lab supplies $ 1,227 $ 1,224 Prepaid expenses 590 390 Funds in escrow - 500 Other 24 180 Total other current assets $ 1,841 $ 2,294 |
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: five twelve years two five years three twelve years one five 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 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 ten years 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 related asset group, an impairment loss is recognized by reducing the recorded value of the asset group to its fair value. 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. There were no 3.8 |
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 We derive our revenues from the performance of 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. Under Accounting Standards Codification 606, revenue is recognized based on the estimated transaction price or net realizable value, 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. We regularly review the ultimate amounts received from the third-party and direct-bill payers and related estimated reimbursement rates and adjust the net realizable values (“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 affects net revenue in the period such variances become known. |
Financing and Payment | Financing and Payment For non-Medicare claims, our payment terms vary by payer category. Payment terms for direct-payers in our clinical services are typically thirty days and in our pharma services, up to sixty days. Commercial third-party-payers are required to respond to a claim within a time period established by their respective state regulations, generally between thirty to sixty days. However, payment for commercial third-party claims may be subject to a denial and appeal process, which could take up to two years in some instances where multiple appeals are submitted. The Company generally appeals all denials from commercial third-party payers. We bill Medicare directly for tests performed for Medicare patients and must accept Medicare’s fee schedule for the covered tests as payment in full. |
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. See Note 14, 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. 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 annual tax 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 basis and financial reporting basis 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. The Company adjusts accruals for unrecognized tax benefits as facts and circumstances change, such as the progress of a tax audit. However, any adjustments made may be material to the Company’s consolidated results of operations or cash flows for a reporting period. Penalties and interest, if incurred, would be recorded as a component of current income tax expense. 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 2022, the potentially dilutive common shares have been excluded from the earnings per share computation for this period 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. |
Reclassifications | Reclassifications The Company reclassified certain prior period balances to conform to the current year presentation. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following as of December 31, 2023 and 2022: Schedule of Other Current Assets December 31, 2023 December 31, 2022 Lab supplies $ 1,227 $ 1,224 Prepaid expenses 590 390 Funds in escrow - 500 Other 24 180 Total other current assets $ 1,841 $ 2,294 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Sale of Business | A reconciliation of the accounting for the Company’s Pharma Solutions business in 2023 and 2022 is as follows: Schedule of Sale of Business 2023 2022 Gain (loss) on Sale 2023 2022 Purchase price $ - $ 7,000 Earnout received - 1,043 Working capital adjustment, net (117 ) (766 ) Less: transaction costs - (307 ) Total net consideration $ (117 ) $ 6,970 Assets and liabilities disposed of, net (1) - (6,970 ) Gain (loss) on sale $ (117 ) $ - (1) includes goodwill and intangible assets written down prior to the Transaction. The goodwill write-down was approximately $ 8.4 3.8 |
Schedule of Components of Assets and Liabilities and Revenue Classified as Discontinued Operations | The components of assets and liabilities classified as discontinued operations consist of the following as of December 31, 2023 and December 31, 2022: Schedule of Components of Assets and Liabilities and Revenue Classified as Discontinued Operations December 31, December 31, 2023 2022 Accrued salary and bonus $ - $ 92 Other (1) 660 766 Current liabilities of discontinued operations 660 858 (1) Includes $ 660 766 The table below presents the significant components of its former Pharma Solutions and Commercial Services business units’ results included within loss from discontinued operations, net of tax in the consolidated statements of operations for the years ended December 31, 2023 and 2022. 2023 2022 For The Years Ended December 31, 2023 2022 Revenue, net $ - $ 5,678 Loss from discontinued operations (43 ) (15,968 ) Income tax expense 267 125 Loss from discontinued operations, net of tax $ (310 ) $ (16,093 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instrument Measured On Recurring Basis | Schedule of Financial Instrument Measured On Recurring Basis Fair Value Measurements As of December 31, 2023 As of December 31, 2023 Carrying Amount Fair Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 453 $ 453 $ - $ - $ 453 Note payable: BroadOak loan 10,000 9,343 - - 9,343 $ 10,453 $ 9,796 $ - $ - $ 9,796 Fair Value Measurements As of December 31, 2022 As of December 31, 2022 Carrying Amount Fair Value Level 1 Level 2 Level 3 Liabilities: Contingent consideration: Asuragen (1) $ 1,088 $ 1,088 $ - $ - $ 1,088 Note payable: BroadOak loan 10,000 11,165 - - 11,165 $ 11,088 $ 12,253 $ - $ - $ 12,253 (1) See Note 10, Accrued Expenses and Other Long-Term Liabilities |
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 December 31, 2022 Payments Transferred Expenses Accretion/ Accrued to Fair Value/ Market December 31, 2023 Asuragen $ 1,088 $ - $ (754 ) $ 112 $ 7 $ 453 BroadOak loan 11,165 (2,500 ) - - 678 9,343 $ 12,253 $ (2,500 ) $ (754 ) $ 112 $ 685 $ 9,796 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of December 31, 2023 and 2022: Schedule of Property and Equipment 2023 2022 December 31, 2023 2022 Furniture and fixtures $ 69 $ 69 Lab and office equipment 2,510 2,243 Computer equipment 233 233 Internal-use software 253 139 Leasehold improvements 269 175 Property and equipment 3,334 2,859 Less accumulated depreciation and amortization (2,544 ) (2,379 ) Net property and equipment $ 790 $ 480 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Identifiable Intangible Assets Carrying Value | The net carrying value of the identifiable intangible assets from all acquisitions within continuing operations as of December 31, 2023 and December 31, 2022 are as follows: Schedule of Identifiable Intangible Assets Carrying Value As of December 31, 2023 As of December 31, 2022 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 CLIA Lab 2.3 609 609 Total $ 31,951 $ 31,951 Accumulated Amortization (31,951 ) (31,090 ) Net Carrying Value $ - $ 861 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases | |
Schedule of Lease related Assets and Liabilities | The table below presents the lease-related assets and liabilities recorded in the Consolidated Balance Sheet: Schedule of Lease related Assets and Liabilities Classification on the Balance Sheet December 31, 2023 December 31, 2022 Assets Operating lease assets Operating lease right of use assets 1,864 2,439 Total lease assets $ 1,864 $ 2,439 Liabilities Current Operating lease liabilities Other accrued expenses 377 578 Total current lease liabilities $ 377 $ 578 Noncurrent Operating lease liabilities Operating lease liabilities, net of current portion 1,472 1,848 Total long-term lease liabilities 1,472 1,848 Total lease liabilities $ 1,849 $ 2,426 |
Schedule of Maturities of Operating 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, 2023: Schedule of Maturities of Operating Lease Liabilities Operating Leases 2024 $ 575 2025 450 2026 550 2027-2028 825 Total minimum lease payments 2,400 Less: amount of lease payments representing effects of discounting 551 Present value of future minimum lease payments 1,849 Less: current obligations under leases 377 Long-term lease obligations $ 1,472 |
Accrued Expenses and Other Lo_2
Accrued Expenses and Other Long-Term Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following as of December 31, 2023 and 2022: Schedule of Other Accrued Expenses December 31, 2023 December 31, 2022 Accrued royalties $ 6,268 $ 4,909 Contingent consideration 453 569 Operating lease liability 377 578 Accrued sales and marketing - diagnostics 43 40 Accrued lab costs - diagnostics 68 167 Accrued professional fees 241 641 Taxes payable 261 262 Unclaimed property 35 565 All others 455 688 Total other accrued expenses $ 8,201 $ 8,419 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Options, Valuation Assumptions | There were no stock options granted in 2023. The following table provides the weighted average assumptions used in determining the fair value of the stock options granted during the year ended December 31, 2022: Schedule of Stock Options, Valuation Assumptions December 31, 2022 Risk-free interest rate 1.75 % Expected life 6.0 Expected volatility 129.88 % Dividend yield - |
Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award | Stock-based compensation from continuing operations for the years ended December 31, 2023 and 2022 is as follows: Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award 2023 2022 RSUs and restricted stock $ 313 $ 498 Performance-based awards 58 71 Options 259 622 Total stock-based compensation expense $ 630 $ 1,191 |
Schedule of Stock Option Activity | A summary of stock option activity for the year ended December 31, 2023, and changes during such year, is presented below: Schedule of Stock Option Activity Weighted- Weighted-Average Average Remaining Aggregate Grant Contractual Intrinsic Shares Price Period (in years) Value Outstanding at January 1, 2023 527,844 $ 6.46 7.57 $ - Granted - - - - Forfeited or expired (72,000 ) 6.07 - - Outstanding at December 31, 2023 455,844 6.52 6.47 - Exercisable at December 31, 2023 336,826 6.95 6.29 - Vested and expected to vest 376,509 6.79 6.45 - |
Schedule of Non Vested Option Activity | A summary of the change in of the Company’s non-vested options for the year ended December 31, 2023 is presented below: Schedule of Non Vested Option Activity Shares Weighted- Average Grant Date Fair Value Nonvested at January 1, 2023 257,764 $ 4.63 Granted - - Vested (129,574 ) 4.70 Forfeited (9,172 ) 4.56 Nonvested at December 31, 2023 119,018 $ 4.55 |
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, 2023, and changes during such year, is presented below: Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity Weighted- Average Average Remaining Aggregate Grant Date Vesting Intrinsic Shares Fair Value Period (in years) Value Nonvested at January 1, 2023 249,005 $ 3.47 0.98 $ 258,965 Granted 87,500 1.32 - - Vested (79,659 ) 4.30 - - Forfeited (20,002 ) 6.52 - - Nonvested at December 31, 2023 236,844 $ 2.14 0.84 $ 255,792 |
Revenue Sources (Tables)
Revenue Sources (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Schedule of Revenue by Major Customers | Schedule of Revenue by Major Customers Years Ended December 31, Customer 2023 2022 Medicare $ 14,830 $ 14,413 Commercial Payors $ 11,797 $ 7,154 Client Billings $ 7,711 $ 5,679 Medicare Advantage $ 5,512 $ 4,384 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes on continuing operations for the years ended December 31, 2023 and 2022 is comprised of the following: Schedule of Components of Income Tax Expense (Benefit) 2023 2022 Current: Federal $ - $ - State 17 29 Total current 17 29 Deferred: Federal - - State - - Total deferred - - Provision for income taxes $ 17 $ 29 |
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, 2023 and 2022 are as follows: Schedule of Deferred Tax Assets and Liabilities 2023 2022 Deferred tax assets: Federal net operating loss carryforwards $ 26,429 $ 26,713 State net operating loss carryforwards 3,780 3,639 Compensation 2,021 2,059 Allowances and reserves 421 395 Intangible assets 3,201 3,584 State taxes 1,049 987 Credit carryforward 1 1 163(j) interest 1,411 1,279 Deferred revenue 94 94 Capitalized 174 268 158 Valuation allowance (38,654 ) (38,256 ) Gross deferred tax assets 21 653 Deferred tax liability: Property and equipment (17 ) (650 ) Leases (4 ) (3 ) Deferred tax liability-net valuation allowance $ - $ - |
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 2023 2022 Federal statutory rate 21.0 % 21.0 % State income tax rate, net of Federal tax benefit 1.4 % 3.6 % Meals and entertainment 2.1 % (0.4 %) Valuation allowance (23.0 %) (24.7 %) Effective tax rate 1.5 % (0.5 %) |
Schedule of Unrecognized Tax Benefits Reserves Roll Forward | The following table summarizes the change in uncertain tax benefit reserves for the two years ended December 31, 2023: Schedule of Unrecognized Tax Benefits Reserves Roll Forward Unrecognized Tax Benefits Balance of unrecognized benefits as of January 1, 2022 $ 877 Additions for tax positions of prior years - Balance as of January 1, 2023 $ 877 Additions for tax positions of prior years - Balance as of December 31, 2023 $ 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, 2023: Schedule of Tax Years Subject to Examination Jurisdiction Tax Years Federal 2019 2023 State and Local 2018 2023 |
Basic and Diluted Net Income _2
Basic and Diluted Net Income (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 are as follows (rounded to thousands): Schedule of Weighted Average Number of Shares Years Ended December 31, 2023 2022 Basic weighted average number of common shares 4,317 4,238 Potential dilutive effect of stock-based awards 47 - Diluted weighted average number of common shares 4,364 4,238 |
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, 2023 2022 Options 456 528 Restricted stock units (RSUs) 237 249 693 777 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Disclosure of Other Cash Flow Information (in thousands) Supplemental Cash Flow Information Years Ended December 31, 2023 2022 Cash paid for taxes $ 270 $ 251 Cash paid for interest $ 1,092 $ 971 Supplemental Disclosures of Non Cash Activities (in thousands) Years Ended December 31, 2023 2022 Purchase of property and equipment included in accounts payable $ 5 $ - Conversion of convertible debt into notes payable - 2,000 |
Schedule of Other Current Asset
Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Lab supplies | $ 1,227 | $ 1,224 |
Prepaid expenses | 590 | 390 |
Funds in escrow | 500 | |
Other | 24 | 180 |
Total other current assets | $ 1,841 | $ 2,294 |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Accounts receivable | $ 4,983 | $ 5,032 | $ 4,700 |
Impairment of finite-lived intangible assets | 3,964 | ||
Interpace Pharma Solutions Inc [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Impairment of finite-lived intangible assets | $ 3,800 | ||
Minimum [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Finite lived intangible asset, useful life | 2 years | ||
Maximum [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Finite lived intangible asset, useful life | 10 years | ||
Furniture and Fixtures [Member] | Minimum [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Property and equipment, useful life | 12 years | ||
Office and Computer Equipment [Member]. | Minimum [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Property and equipment, useful life | 2 years | ||
Office and Computer Equipment [Member]. | Maximum [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Lab Equipment [Member] | Minimum [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Property and equipment, useful life | 3 years | ||
Lab Equipment [Member] | Maximum [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Property and equipment, useful life | 12 years | ||
Leasehold Improvements [Member] | Minimum [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Property and equipment, useful life | 1 year | ||
Leasehold Improvements [Member] | Maximum [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Property and equipment, useful life | 5 years | ||
Software for External Use [Member] | Minimum [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Finite lived intangible asset, useful life | 3 years | ||
Software for External Use [Member] | Maximum [Member] | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Finite lived intangible asset, useful life | 7 years |
Liquidity (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2023 | Mar. 22, 2024 | Dec. 31, 2022 | May 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Oct. 29, 2021 | |
Line of Credit Facility [Line Items] | |||||||
Operating income from continuing operations | $ 2,800,000 | ||||||
Cash and cash equivalents | 3,498,000 | $ 4,828,000 | $ 3,314,000 | ||||
Current assets | 10,322,000 | 12,154,000 | |||||
Current liabilities | 17,474,000 | $ 14,283,000 | |||||
Subsequent Event [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Cash on hand | $ 2,800,000 | ||||||
Loan Agreement [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Notes payable | $ 10,000,000 | ||||||
Maturity date | Oct. 31, 2024 | ||||||
Term Loan [Member] | Broad Oak [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan | $ 8,000,000 | $ 8,000,000 | |||||
Term Loan [Member] | Broad Oak [Member] | Convertible Debt [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Term loan | $ 2,000,000 | ||||||
Comerica Bank [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Long-term line of credit | $ 7,500,000 |
Schedule of Sale of Business (D
Schedule of Sale of Business (Details) - Interpace Pharma Solutions [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Purchase price | $ 7,000 | ||
Earnout received | 1,043 | ||
Working capital adjustment, net | (117) | (766) | |
Less: transaction costs | (307) | ||
Total net consideration | (117) | 6,970 | |
Assets and liabilities disposed of, net | [1] | (6,970) | |
Gain (loss) on sale | $ (117) | ||
[1]includes goodwill and intangible assets written down prior to the Transaction. The goodwill write-down was approximately $ 8.4 3.8 |
Schedule of Sale of Business _2
Schedule of Sale of Business (Details) (Parenthetical) $ in Millions | Aug. 31, 2022 USD ($) |
Goodwill [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Discontinued operation write down | $ 8.4 |
Finite-Lived Intangible Assets [Member] | |
Impairment Effects on Earnings Per Share [Line Items] | |
Discontinued operation write down | $ 3.8 |
Schedule of Components of Asset
Schedule of Components of Assets and Liabilities and Revenue Classified as Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Current liabilities of discontinued operations | $ 660 | $ 858 | |
Loss from discontinued operations, net of tax | (310) | (16,093) | |
Discontinued Operations, Disposed of by Sale [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Accrued salary and bonus | 92 | ||
Other | [1] | 660 | 766 |
Current liabilities of discontinued operations | 660 | 858 | |
Revenue, net | 5,678 | ||
Loss from discontinued operations | (43) | (15,968) | |
Income tax expense | 267 | 125 | |
Loss from discontinued operations, net of tax | $ (310) | $ (16,093) | |
[1]Includes $ 660 766 |
Schedule of Components of Ass_2
Schedule of Components of Assets and Liabilities and Revenue Classified as Discontinued Operations (Details) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Discontinued Operations, Disposed of by Sale [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Liabilites related to business unit | $ 660 | $ 766 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Aug. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Sale of business units | $ 6,200,000 | |||
Escrow deposits related to property sales | 500,000 | |||
Earnout payment | $ 1,000,000 | |||
Escrow funds released | $ 500,000 | |||
Cash used in operating activities discontinued operations | $ 100,000 | $ 2,800,000 | ||
Cash used in investing activities discontinued operations | 400,000 | 6,500,000 | ||
Depreciation and amortization in discontinued operations | $ 0 | $ 1,100,000 |
Schedule of Financial Instrumen
Schedule of Financial Instrument Measured On Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes payable | $ 4,243 | $ 11,165 | |
Fair value of liabilities | 10,453 | 11,088 | |
Fair Value Measured at Net Asset Value Per Share [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liabilities | 9,796 | 12,253 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liabilities | |||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liabilities | |||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of liabilities | 9,796 | 12,253 | |
Asuragen [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | [1] | 453 | 1,088 |
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] | 453 | 1,088 |
Asuragen [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | [1] | ||
Asuragen [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | [1] | ||
Asuragen [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | [1] | 453 | 1,088 |
BroadOak Loan [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Notes payable | 10,000 | 10,000 | |
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 | 9,343 | 11,165 | |
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 | $ 9,343 | $ 11,165 | |
[1]See Note 10, Accrued Expenses and Other Long-Term Liabilities |
Schedule of Fair Value, Assets
Schedule of Fair Value, Assets Measured On Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Beginning balance | $ 12,253 |
Payments | (2,500) |
Transferred to accrued expenses | (754) |
Accretion/interest accrued | 112 |
Adjustment to fair value/mark to market | 685 |
Ending balance | 9,796 |
BroadOak Loan [Member] | |
Beginning balance | 11,165 |
Payments | (2,500) |
Transferred to accrued expenses | |
Accretion/interest accrued | |
Adjustment to fair value/mark to market | 678 |
Ending balance | 9,343 |
Asuragen [Member] | |
Beginning balance | 1,088 |
Payments | |
Transferred to accrued expenses | (754) |
Accretion/interest accrued | 112 |
Adjustment to fair value/mark to market | 7 |
Ending balance | $ 453 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Furniture and fixtures | $ 69 | $ 69 |
Lab and office equipment | 2,510 | 2,243 |
Computer equipment | 233 | 233 |
Internal-use software | 253 | 139 |
Leasehold improvements | 269 | 175 |
Property and equipment | 3,334 | 2,859 |
Less accumulated depreciation and amortization | (2,544) | (2,379) |
Net property and equipment | $ 790 | $ 480 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 200,000 | $ 200,000 |
Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Amortization expense | 0 | 0 |
Unamortized Software Development [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 100,000 | $ 0 |
Schedule of Identifiable Intang
Schedule of Identifiable Intangible Assets Carrying Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 31,951 | $ 31,951 |
Accumulated Amortization | (31,951) | (31,090) |
Net Carrying Value | 861 | |
CLIA Lab [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 609 | 609 |
Finite lived intangible asset, useful life | 2 years 3 months 18 days | |
Asuragen Acquisition [Member] | Thyroid [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 8,519 | 8,519 |
Finite lived intangible asset, useful life | 9 years | |
Red Path Acquisition [Member] | Pancreas Test [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 16,141 | 16,141 |
Finite lived intangible asset, useful life | 7 years | |
Red Path Acquisition [Member] | Barretts Test [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total | $ 6,682 | $ 6,682 |
Finite lived intangible asset, useful life | 9 years |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 0.9 | $ 1.3 |
Schedule of Lease related Asset
Schedule of Lease related Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
Operating lease assets | $ 1,864 | $ 2,439 |
Total lease assets | $ 1,864 | $ 2,439 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other accrued expenses | Other accrued expenses |
Operating lease, liability, current | $ 377 | $ 578 |
Total current lease liabilities | 377 | 578 |
Operating lease, liability, noncurrent | 1,472 | 1,848 |
Total long-term lease liabilities | 1,472 | 1,848 |
Total lease liabilities | $ 1,849 | $ 2,426 |
Schedule of Maturities of Opera
Schedule of Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases | ||
2024 | $ 575 | |
2025 | 450 | |
2026 | 550 | |
2027-2028 | 825 | |
Total minimum lease payments | 2,400 | |
Less: amount of lease payments representing effects of discounting | 551 | |
Total lease liabilities | 1,849 | $ 2,426 |
Less: current obligations under leases | 377 | 578 |
Total long-term lease liabilities | $ 1,472 | $ 1,848 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases | ||
Operating expense from continuing operations | $ 0.8 | $ 0.9 |
Total operating lease cash paid | $ 0.8 | $ 0.9 |
Operating lease, weighted average remaining lease term | 4 years 3 months 18 days | 5 years |
Operating lease, weighted average discount rate, percent | 11.80% | 11.70% |
Retirement Plans (Details Narra
Retirement Plans (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, maximum annual contributions per employee, percent | 50% | |
Defined contribution plan, employer matching contribution, percent | 100% | |
Defined contribution plan employer matching contribution at fifty percent | 50% | |
Contribution expense | $ 0.3 | $ 0.3 |
Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, employer matching contribution, percent | 3% | |
Defined contribution plan employer matching contribution at fifty percent | 3% | |
Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan employer matching contribution at fifty percent | 5% |
Schedule of Other Accrued Expen
Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued royalties | $ 6,268 | $ 4,909 |
Contingent consideration | 453 | 569 |
Operating lease liability | 377 | 578 |
Accrued sales and marketing - diagnostics | 43 | 40 |
Accrued lab costs - diagnostics | 68 | 167 |
Accrued professional fees | 241 | 641 |
Taxes payable | 261 | 262 |
Unclaimed property | 35 | 565 |
All others | 455 | 688 |
Total other accrued expenses | $ 8,201 | $ 8,419 |
Mezzanine Equity (Details Narra
Mezzanine Equity (Details Narrative) - USD ($) | 12 Months Ended | ||
Jan. 10, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Preferred stock aggregate purchase price | $ 108,000 | ||
Preferred stock liquidation preference | $ 6 | ||
Proceeds from underwriting discount and commission | $ 25,000,000 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock aggregate purchase price | $ 2,000 | ||
Aggregate of shares issued | 79,659 | 139,652 | |
Reserve stock split | 7,833,334 | ||
Sale of stock price per share | $ 12 | ||
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Aggregate of shares issued | 27,000 | ||
Preferred stock conversion price per share | $ 6 | ||
Maximum preferred stock holders rights percentage | The Certificate of Designation also provides each Investor with the following director designation rights: for so long such Investor holds at least sixty percent (60%) of the Series B Preferred Stock issued to it on the Issuance Date (as defined therein), such Investor will be entitled to elect two directors to the Company’s Board of Directors (the “Board”), provided that one of the directors qualifies as an “independent director” under Rule 5605(a)(2) of the listing rules of the Nasdaq Stock Market (or any successor rule or similar rule promulgated by another exchange on which the Company’s securities are then listed or designated) (“Independent Director”). However, if at any time such Investor holds less than sixty percent (60%), but at least forty percent (40%), of the Series B Preferred Stock issued to them on the Issuance Date, such Investor would only be entitled to elect one director to the Board. Any director elected pursuant to the terms of the Certificate of Designation may be removed without cause by, and only by, the affirmative vote of the holders of Series B Preferred Stock. A vacancy in any directorship filled by the holders of Series B Preferred Stock may be filled only by vote or written consent in lieu of a meeting of such holders of Series B Preferred Stock or by any remaining director or directors elected by such holders of Series B Preferred Stock | ||
Temporary equity shares issued | 47,000 | 47,000 | |
Temporary equity shares outstanding | 47,000 | 47,000 | |
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Aggregate of shares issued | 270 | ||
Value of preferred stock exchanged | $ 27,000,000 | ||
Preferred stock par value per share | $ 0.01 | ||
Preferred shares stated value per share | $ 100,000 | ||
Preferred stock shares authorized | 0 | ||
Preferred stock shares issued | 0 | ||
Preferred stock shares outstanding | 0 | ||
Security Purchase and Exchange Agreement [Member] | Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock aggregate purchase price | $ 20,000,000 | ||
Issuance price per preferred stock | $ 1,000 | ||
Security Purchase and Exchange Agreement [Member] | Series B Preferred Stock [Member] | 1315 Capital [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock aggregate purchase price | $ 19,000,000 | ||
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] | |||
Preferred stock aggregate purchase price | $ 1,000,000 | ||
Aggregate of shares issued | 1,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Nov. 01, 2023 | Oct. 30, 2023 | Oct. 24, 2023 | Oct. 29, 2021 | Oct. 31, 2021 |
BroadOak Loan Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Loan maturity date | Oct. 31, 2024 | ||||
One-time payment | $ 2,500,000 | ||||
Terminal payment | $ 3,000,000 | ||||
BroadOak Loan Agreement [Member] | Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt interest percentage | 8% | 9% | |||
Comerica Bank [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Revolving credit facility | $ 7,500,000 | ||||
Comerica Bank [Member] | Loan and Security Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Revolving credit facility | $ 7,500,000 | ||||
Debt instrument interest, description | The Term Loan had 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 | ||||
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] | |||||
Loan maturity date | Oct. 31, 2024 | ||||
Debt interest percentage | 9% | ||||
Percentage of debt origination fee | 3% |
Schedule of Stock Options, Valu
Schedule of Stock Options, Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Risk-free interest rate | 1.75% |
Expected life | 6 years |
Expected volatility | 129.88% |
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, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 630 | $ 1,191 |
RSUs and Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 313 | 498 |
Performance Shares [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | 58 | 71 |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 259 | $ 622 |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Shares outstanding beginning balance | shares | 527,844 |
Weighted average grant price outstanding beginning balance | $ / shares | $ 6.46 |
Weighted average remaining contractual period outstanding beginning balance | 7 years 6 months 25 days |
Aggregate intrinsic value outstanding beginning balance | $ | |
Shares granted | shares | |
Weighted average grant price granted | $ / shares | |
Weighted average remaining contractual period granted | |
Aggregate intrinsic value granted | $ | |
Shares forfeited or expired | shares | (72,000) |
Weighted average grant price forfeited or expired | $ / shares | $ 6.07 |
Aggregate intrinsic value forfeited or expired | $ | |
Shares outstanding ending balance | shares | 455,844 |
Weighted average grant price outstanding ending balance | $ / shares | $ 6.52 |
Weighted average remaining contractual period outstanding ending balance | 6 years 5 months 19 days |
Aggregate intrinsic value outstanding ending balance | $ | |
Shares exercisable ending balance | shares | 336,826 |
Weighted average grant price exercisable ending balance | $ / shares | $ 6.95 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 3 months 14 days |
Aggregate intrinsic value exercisable ending balance | $ | |
Shares vested and expected to vest | shares | 376,509 |
Weighted average grant price vested and expected to vest | $ / shares | $ 6.79 |
Weighted average remaining contractual period vested and expected to vest | 6 years 5 months 12 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, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Non-vested Shares outstanding beginning balance | 257,764 | |
Non-vested weighted average grant date fair value outstanding beginning balance | $ 4.63 | |
Non-vested Shares granted | ||
Non-vested weighted average grant date fair value granted | $ 4.50 | |
Non-vested Shares vested | (129,574) | |
Non-vested weighted average grant date fair value vested | $ 4.70 | $ 5.02 |
Non-vested Shares forfeited | (9,172) | |
Non-vested weighted average grant date fair value forfeited | $ 4.56 | |
Non-vested Shares outstanding ending balance | 119,018 | 257,764 |
Non-vested weighted average grant date fair value outstanding ending balance | $ 4.55 | $ 4.63 |
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, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Non-vested Aggregate Intrinsic Value Vested | $ 600 | $ 700 |
Restricted Stock Units (RSUs) [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Non-vested Shares beginning balance | 249,005 | |
Non-vested Weighted Average Grant Date Fair Value beginning balance | $ 3.47 | |
Non-vested Average Remaining Vesting Period Beginning balance | 11 months 23 days | |
Non-vested Aggregate Intrinsic Value Beginning balance | $ 258,965 | |
Non-vested Shares granted | 87,500 | |
Non-vested Weighted Average Grant Date Fair Value Granted | $ 1.32 | |
Non-vested Aggregate Intrinsic Value Granted | ||
Non-vested Shares Vested | (79,659) | |
Non-vested Weighted Average Grant Date Fair Value Vested | $ 4.30 | |
Non-vested Aggregate Intrinsic Value Vested | ||
Non-vested Shares Forfeited | (20,002) | |
Non-vested Weighted Average Grant Date Fair Value Forfeited | $ 6.52 | |
Non-vested Aggregate Intrinsic Value Forfeited | ||
Non-vested Shares ending balance | 236,844 | 249,005 |
Non-vested Weighted Average Grant Date Fair Value Ending balance | $ 2.14 | $ 3.47 |
Non-vested Average Remaining Vesting Period Ending balance | 10 months 2 days | |
Non-vested Aggregate Intrinsic Value Ending balance | $ 255,792 | $ 258,965 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 630,000 | $ 1,258,000 | |
Weighted-average fair value of stock options granted | $ 4.50 | ||
Options exercised | $ 0 | $ 0 | |
Share-based compensation aggregate fair value of option | $ 600,000 | $ 700,000 | |
Weighted-average grant date fair value of options vested | $ 4.70 | $ 5.02 | |
Aggregate fair value of restricted stock units | $ 300,000 | $ 600,000 | |
Total unrecognized compensation cost related to unvested stock options and restricted stock units | $ 300,000 | ||
Employee Stock Purchase Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Share-based compensation expense | $ 46,000 | ||
Future grants of awards | 1,000,000 | ||
Common Stock, Capital Shares Reserved for Future Issuance | 1,000,007 | ||
2019 Equity Incentive Plan [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Future grants of awards | 1,677,248 | ||
Common Stock, Capital Shares Reserved for Future Issuance | 692,688 |
Schedule of Revenue by Major Cu
Schedule of Revenue by Major Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 40,214 | $ 31,838 |
Medicare Customer [Member] | ||
Revenue | 14,830 | 14,413 |
Commercial Payers Customer [Member] | ||
Revenue | 11,797 | 7,154 |
Client Billings Customer [Member] | ||
Revenue | 7,711 | 5,679 |
Medicare Advantage Customer [Member] | ||
Revenue | $ 5,512 | $ 4,384 |
Revenue Sources (Details Narrat
Revenue Sources (Details Narrative) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue Benchmark [Member] | Medicare [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of revenue from continuing operations | 37% | 45% |
Schedule of Components of Incom
Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
Federal | ||
State | 17 | 29 |
Total current | 17 | 29 |
Deferred: | ||
Federal | ||
State | ||
Total deferred | ||
Provision for income taxes | $ 17 | $ 29 |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Federal net operating loss carryforwards | $ 26,429 | $ 26,713 |
State net operating loss carryforwards | 3,780 | 3,639 |
Compensation | 2,021 | 2,059 |
Allowances and reserves | 421 | 395 |
Intangible assets | 3,201 | 3,584 |
State taxes | 1,049 | 987 |
Credit carryforward | 1 | 1 |
163(j) interest | 1,411 | 1,279 |
Deferred revenue | 94 | 94 |
Capitalized 174 | 268 | 158 |
Valuation allowance | (38,654) | (38,256) |
Gross deferred tax assets | 21 | 653 |
Deferred tax liability: | ||
Property and equipment | (17) | (650) |
Leases | (4) | (3) |
Deferred tax liability-net valuation allowance |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | 21% | 21% |
State income tax rate, net of Federal tax benefit | 1.40% | 3.60% |
Meals and entertainment | 2.10% | (0.40%) |
Valuation allowance | (23.00%) | (24.70%) |
Effective tax rate | 1.50% | (0.50%) |
Schedule of Unrecognized Tax Be
Schedule of Unrecognized Tax Benefits Reserves Roll Forward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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, 2023 | |
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax Years | 2019 |
Domestic Tax Authority [Member] | Latest Tax Year [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax Years | 2023 |
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax Years | 2018 |
State and Local Jurisdiction [Member] | Latest Tax Year [Member] | |
Operating Loss Carryforwards [Line Items] | |
Tax Years | 2023 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |||
Jul. 15, 2019 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
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 | 200 | ||
Income tax examination penalties and interest accrued | 4,000 | $ 3,800 | ||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 125,800 | |||
Reduction in operating loss carryforwards | 71,200 | |||
Operating loss carryforwards utilization amount | 1,000 | |||
Remaining reduction in operating loss carryforwards | $ 55,600 | |||
State and Local Jurisdiction [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 60,800 |
Schedule of Weighted Average Nu
Schedule of Weighted Average Number of Shares (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Basic weighted average number of common shares | 4,317 | 4,238 |
Potential dilutive effect of stock-based awards | 47 | |
Diluted weighted average number of common shares | 4,364 | 4,238 |
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, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earning per share | 693 | 777 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earning per share | 456 | 528 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earning per share | 237 | 249 |
Basic and Diluted Net Income _3
Basic and Diluted Net Income (Loss) per Share (Details Narrative) | Dec. 31, 2023 shares |
Series B Preferred Stock [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Number of preferred stocks on converted basis | 7,833,334 |
Revolving Line of Credit (Detai
Revolving Line of Credit (Details Narrative) - USD ($) | 1 Months Ended | |||||
Oct. 06, 2023 | Oct. 13, 2021 | Aug. 30, 2022 | Apr. 30, 2022 | Dec. 31, 2023 | Jun. 30, 2022 | |
Maximum [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Investment Company, Contractual Fee Waived | $ 500,000 | $ 500,000 | ||||
Comerica Loan Agreement [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit | $ 7,500,000 | $ 0 | ||||
Percentage of accounts receivable | 80% | |||||
Line of credit reductions | $ 250,000 | |||||
Line of credit | $ 5,000,000 | |||||
Revolving line option credit card services borrowing limit | $ 300,000 | |||||
Interest rate | 0.50% | |||||
Percentage of line of credit unused facility fee | 0.25% | |||||
Comerica Loan Agreement [Member] | Accounts Receivable [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit | $ 2,000,000 | |||||
Comerica Loans Agreement [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate | 2.50% | |||||
Fifth Amendment to Comerica Loan Agreement [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit | $ 5,000,000 | |||||
Percentage of accounts receivable | 80% | |||||
Line of credit | $ 1,500,000 | |||||
Comerica [Member] | Comerica Loan Agreement [Member] | Term Loan [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit | $ 7,500,000 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for taxes | $ 270 | $ 251 |
Cash paid for interest | 1,092 | 971 |
Purchase of property and equipment included in accounts payable | 5 | |
Conversion of convertible debt into notes payable | $ 2,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - Loan and Security Agreement [Member] - USD ($) $ in Thousands | Apr. 01, 2024 | Mar. 29, 2024 |
Subsequent Event [Line Items] | ||
Maturity date extended | The maturity date was extended to June 30, 2025 | |
Monthly payments | $ 500,000 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
SEC Schedule, 12-09, Allowance, Credit Loss [Member] | |||
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 72 | ||
Additions (Reductions) Charged to Operations | |||
Deductions Other | [1] | (72) | |
Balance at end of Period | |||
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 | 38,256 | 33,170 | |
Additions (Reductions) Charged to Operations | |||
Deductions Other | [1] | 398 | 5,086 |
Balance at end of Period | $ 38,654 | $ 38,256 | |
[1]Includes payments and actual write offs, as well as changes in estimates in the reserves. |