Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Oct. 14, 2016 | |
Document Information [Line Items] | ||
Entity Registrant Name | NUO THERAPEUTICS, INC. | |
Entity Central Index Key | 1,091,596 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | NUOT | |
Entity Common Stock, Shares Outstanding | 9,927,112 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 685,483 | $ 922,317 |
Short-term investments, restricted | 53,463 | 53,449 |
Accounts and other receivable, net | 1,574,452 | 1,014,245 |
Inventory, net | 158,598 | 254,385 |
Prepaid expenses and other current assets | 639,509 | 804,508 |
Total current assets | 3,111,505 | 3,048,904 |
Property and equipment, net | 983,745 | 1,115,214 |
Intangible assets, net | 2,436,300 | 2,513,394 |
Other assets | 372,400 | 396,233 |
Total assets | 6,903,950 | 7,073,745 |
Current liabilities not subject to compromise | ||
Accounts payable | 728,903 | 1,066,766 |
Accrued expenses and other liabilities | 1,553,618 | 2,453,255 |
Accrued interest | 32,877 | 3,143,470 |
Deferred revenue, current portion | 402,357 | 523,900 |
Convertible debt subject to put rights | 0 | 35,000,000 |
Short-term debtor-in-possession note payable, net | 2,500,000 | 0 |
Total current liabilities not subject to compromise | 5,217,755 | 42,187,391 |
Non-current liabilities not subject to compromise | ||
Deferred revenues | 536,503 | 637,097 |
Other liabilities | 249,154 | 307,058 |
Total non-current liabilities not subject to compromise | 785,657 | 944,155 |
Liabilities subject to compromise | ||
Accounts payable | 1,264,167 | 0 |
Accrued expenses and liabilities | 2,182,616 | 0 |
Accrued interest | 3,316,121 | 0 |
Convertible debt subject to put rights (see Note 5) | 35,000,000 | |
Derivative liabilities, current portion | 0 | 0 |
Other liabilities | 26,667 | 0 |
Total liabilities subject to compromise | 41,789,571 | 0 |
Total liabilities | 47,792,983 | 43,131,546 |
Commitments and contingencies (See Note 8) | ||
Conditionally redeemable common stock (909,091 shares issued and outstanding) | 500,000 | 500,000 |
Stockholders' equity (deficit) | ||
Common stock; $.0001 par value, authorized 425,000,000 shares; Issued and outstanding - 125,680,100 shares in 2016 and 2015 | 12,477 | 12,477 |
Common stock issuable | 392,950 | 392,950 |
Additional paid-in capital | 125,996,259 | 125,956,728 |
Accumulated deficit | (167,790,719) | (162,919,956) |
Total stockholders’ equity (deficit) | (41,389,033) | (36,557,801) |
Total liabilities and stockholders’ equity (deficit) | $ 6,903,950 | $ 7,073,745 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Temporary equity, shares issued | 909,091 | 909,091 |
Temporary equity, shares outstanding | 909,091 | 909,091 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized | 425,000,000 | 425,000,000 |
Common stock, issued | 125,680,100 | 125,680,100 |
Common stock, outstanding | 125,680,100 | 125,680,100 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | ||
Product sales | $ 832,779 | $ 1,305,765 |
License fees | 100,594 | 3,100,595 |
Royalties | 474,975 | 430,767 |
Total revenues | 1,408,348 | 4,837,127 |
Costs of revenues | ||
Costs of sales | 748,567 | 1,281,151 |
Costs of license fees | 0 | 1,500,000 |
Costs of royalties | 40,607 | 44,186 |
Total costs of revenues | 789,174 | 2,825,337 |
Gross profit | 619,174 | 2,011,790 |
Operating expenses | ||
Sales and marketing | 563,810 | 1,822,097 |
Research and development | 375,182 | 734,490 |
General and administrative | 1,654,164 | 2,825,972 |
Total operating expenses | 2,593,156 | 5,382,559 |
Loss from operations | (1,973,982) | (3,370,769) |
Other income (expense) | ||
Interest, net | (206,155) | (866,958) |
Change in fair value of derivative liabilities | 0 | 8,365,878 |
Other | (32) | (16,279) |
Reorganization items, net | (2,690,594) | 0 |
Total other income (expenses) | (2,896,781) | 7,482,641 |
Income (loss) before provision for income taxes | (4,870,763) | 4,111,872 |
Income tax provision | 0 | 4,871 |
Net income (loss) | $ (4,870,763) | $ 4,107,001 |
Basic and diluted earnings (loss) per share | ||
Basic (in dollars per share) | $ (0.04) | $ 0.02 |
Diluted (in dollars per share) | $ (0.04) | $ 0.02 |
Weighted average shares outstanding | ||
Basic (in shares) | 125,951,100 | 125,951,100 |
Diluted (in shares) | 125,951,100 | 125,951,100 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (4,870,763) | $ 4,107,001 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Increase in allowance for doubtful accounts | 12,629 | 35,047 |
Increase in allowance for inventory obsolescence | 0 | 13,240 |
Depreciation and amortization | 208,563 | 168,993 |
Stock-based compensation | 39,531 | 334,392 |
Change in fair value of derivative liabilities | 0 | (8,365,878) |
Non-cash debtor-in-possession note payable debt issuance costs | 182,519 | 0 |
Non-cash interest expense: | ||
Amortization of deferred costs | 0 | 272,847 |
Amortization of debt discount | 0 | 95,697 |
Deferred income tax provision | 0 | 4,871 |
Change in operating assets and liabilities, net of those acquired: | ||
Accounts and other receivable | (572,836) | (268,714) |
Inventory | 95,787 | (502,241) |
Prepaid expenses and other current assets | 164,985 | (151,774) |
Other assets | 23,833 | (43,803) |
Accounts payable | 926,304 | 149,256 |
Accrued expenses and liabilities | 1,282,979 | (196,225) |
Accrued Interest | 205,528 | 511,095 |
Deferred revenues | (222,137) | (100,595) |
Other liabilities | (31,237) | (24,926) |
Net cash used in operating activities | (2,554,315) | (3,961,717) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Property and equipment acquisitions | 0 | (165,817) |
Net cash used in investing activities | 0 | (165,817) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from short-term debtor-in-possession note payable, net | 2,317,481 | 0 |
Net cash provided by financing activities | 2,317,481 | 0 |
Net decrease in cash | (236,834) | (4,127,534) |
Cash and cash equivalents, beginning of period | 922,317 | 15,946,425 |
Cash and cash equivalents, end of period | 685,483 | 11,818,891 |
Non-cash disclosures | ||
Interest expense paid in cash | 0 | 0 |
Income taxes paid in cash | $ 0 | $ 0 |
Business and Summary of Signifi
Business and Summary of Significant Accounting Principles | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | Note 1 Business and Summary of Significant Accounting Principles Description of Business On January 26, 2016, Nuo Therapeutics, Inc. (“Nuo Therapeutics,” the “Company,” “we,” “us,” or “our”) filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), which is being administered under the caption “In re: Nuo Therapeutics, Inc.”, Case No. 16-10192 (MFW) (the “Chapter 11 Case”). As of March 31, 2016, the Company was a “debtor in possession” undergoing a reorganization under Chapter 11. On April 25, 2016, the Bankruptcy Court entered an Order Granting Final Approval of Disclosure Statement and Confirming Debtor’s Plan of Reorganization, which confirmed our Modified First Amended Plan of Reorganization under Chapter 11 of the Bankruptcy Code (as confirmed, the “Plan” or “Plan of Reorganization”). The Plan became effective on May 5, 2016 (the “Effective Date”). Pursuant to the Plan, as of the Effective Date all equity interests of the Company, including but not limited to all shares of the Company’s common stock, $0.0001 par value per share (including its redeemable common stock)(the “Old Common Stock”), warrants and options, that were issuable or issued and outstanding immediately prior to the Effective Date, were cancelled. See Note 9 Subsequent Events . Nuo Therapeutics, Inc. is a biomedical company marketing products primarily within the U.S. We commercialize innovative cell-based technologies that harness the regenerative capacity of the human body to trigger natural healing. The use of autologous (from self) biological therapies for tissue repair and regeneration is part of a transformative clinical strategy designed to improve long term recovery in complex chronic conditions with significant unmet medical needs. Growth drivers in the U.S. include the treatment of chronic wounds with Aurix in the Veterans Affairs healthcare system and other federal accounts settings and the Medicare population under a National Coverage Determination (“NCD”) when registry data is collected under CMS’ Coverage with Evidence Development (CED) program. As of March 31, 2016, our commercial offerings consisted of point of care technologies for the safe and efficient separation of autologous blood and bone marrow to produce platelet based therapies or cell concentrates. As of March 31, 2016, we had two distinct platelet rich plasma (“PRP”) devices, the Aurix System for wound care and the Angel® concentrated Platelet Rich Plasma (“cPRP”) System for orthopedics markets. During the three months ended March 31, 2016, Arthrex, Inc. (“Arthrex”) was our exclusive distributor for Angel. See Note 9 Subsequent Events , including the assignment of our rights with respect to the Angel cPRP System. Our operations are subject to certain risks and uncertainties including, among others, current and potential competitors with greater resources, dependence on significant customers, lack of operating history and uncertainty of future profitability and possible fluctuations in financial results. Since our inception, we have financed our operations by raising debt, issuing equity and equity-linked instruments, executing licensing arrangements, and to a lesser extent by generating royalties and product revenues. We have incurred, and continue to incur, recurring losses and negative cash flows. At March 31, 2016 we had cash and cash equivalents on hand of approximately $0.7 million and total debt outstanding of $40.8 million, including accrued interest. Under our credit facility (the “Deerfield Facility Agreement”) with affiliates of Deerfield Management Company, L.P. (the “Deerfield Lenders” or “Deerfield”), we were required to maintain a compensating cash balance of $5,000,000 in deposit accounts subject to control agreements in favor of the lenders and we were required to pay to Deerfield accrued interest of approximately $2.6 million on October 1, 2015. We were unable to meet these requirements and on both December 4 and 18, 2015 we entered into consent letters with Deerfield to modify the Deerfield Facility Agreement and waive the compliance violations for a limited period. Under the terms of the December 18, 2015 consent letter, (i) solely during the period between December 18, 2015 and January 7, 2016, the amount of cash that is required to be maintained in a deposit account subject to control agreements in favor of the Company’s senior lenders was reduced from $5,000,000 to $500,000 and (ii) the date for payment of the accrued interest amount originally payable on October 1, 2015 was extended to January 7, 2016. The continued effectiveness of the consent letter was conditioned upon the Company’s continued engagement of a chief restructuring officer and providing Deerfield with all relevant business contracts, agreements, and vendor relationships for the Aurix and Angel product lines by December 28, 2015; the Company’s failure to do either would result in an immediate default under the Deerfield Facility Agreement. The consent letter contained various customary representations and warranties, as well as customary provisions relating to other matters. As of January 26, 2016 (the date of our voluntary filing for bankruptcy protection) and March 31, 2016, we were in default under the Deerfield Facility Agreement, and Deerfield had the right to demand repayment of the entire amount owed to them, including accrued interest. As a result of the default and our assessment that we would not be able to cure the causes of the default, as of December 31, 2015 we accelerated the amortization of the debt discount and deferred financing costs associated with the Deerfield credit facility, and at December 31, 2015 we classified the entire Deerfield credit facility as a current liability. The total amount of the Deerfield credit facility, including accrued interest, was compromised by the Bankruptcy Court and, as part of our Plan of Reorganization discussed above, was settled as of the Effective Date through the issuance of 29,038 shares of our Series A preferred stock, par value $0.0001 per share (the “Series A Preferred Stock”) and the assignment to Deerfield of all rights, title, and interest in and to its existing license agreement with Arthrex, including the rights to receive royalty payments. See Note 9 Subsequent Events . In connection with the Chapter 11 Case, on January 28, 2016, the Bankruptcy Court entered an order approving our interim debtor-in-possession financing (“DIP Financing”) pursuant to terms set forth in a senior secured, superpriority debtor-in-possession credit agreement (“DIP Credit Agreement”), dated as of January 28, 2016, by and among the Company, as borrower, each lender from time to time party to the DIP Credit Agreement, including, but not limited to Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., and Deerfield Special Situations Fund, L.P. (collectively, the “Deerfield Lenders”) and Deerfield Mgmt, L.P., as administrative agent (the “DIP Agent”) for the Deerfield Lenders. The Deerfield Lenders comprised 100% of the lenders under the Deerfield Facility Agreement. The final DIP Credit Agreement provided for senior secured loans in the aggregate principal amount of up to $6,000,000 in post-petition financing, of which $2,500,000 was outstanding as of March 31, 2016. The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. The propriety of using the going-concern basis is dependent upon, among other things, the achievement of future profitable operations, the ability to generate sufficient cash from operations, and potential other funding sources, including cash on hand, to meet our obligations as they become due. After our emergence from bankruptcy on May 5, 2015, we believe our current resources, expected revenue from sales of Aurix, including additional revenue expected to be generated from our collaboration with Restorix Health (“Restorix”), limited royalty and license fee revenue from our license of certain aspects of the ALDH technology to StemCell Technologies for the Aldeflour product line, combined with the $3.0 million of backstop commitments, which is not available until June 30, 2017, will be adequate to maintain our operations through at least the end of 2017 (see Note 9 Subsequent Events ). However, if we are unable to increase our revenues as much as expected or control our costs as effectively as expected, then we may be required to curtail portions of our strategic plan or to cease operations. More specifically, if we are unable to increase revenues or control costs in this manner, we may be forced to delay the completion of, or significantly reduce the scope of, our current business plan; delay some of our development and clinical or marketing efforts; delay our plans to penetrate the market serving Medicare beneficiaries and fulfill the related data gathering requirements as stipulated by the Medicare CED coverage determination; delay the pursuit of commercial insurance reimbursement for our wound treatment technologies; or postpone the hiring of new personnel; or, under certain dire financial circumstances, cease our operations. Specific programs that may require additional funding include, without limitation, continued investment in the sales, marketing, distribution, and customer service areas, further expansion into the international markets, significant new product development or modifications, and pursuit of other opportunities. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, the Company’s operations could be materially negatively impacted. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In our opinion, the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly our financial position, results of operations and cash flows. The condensed consolidated balance sheet at December 31, 2015, has been derived from audited financial statements as of that date. The interim unaudited condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. More specifically, as a result of the application of fresh start accounting and the effects of the implementation of the Plan of Reorganization, the Company’s financial statements on or after May 5, 2016 will not be comparable to the financial statements prior to that date (including those contained in this Quarterly Report). Fresh-start accounting requires the Company to adjust its assets and liabilities contained in its financial statements immediately before its emergence from bankruptcy protection to their estimated fair values using the acquisition method of accounting. Those adjustments will be material and will affect the Company’s results of operations from and after May 5, 2016. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules and regulations prescribed by the United States Securities and Exchange Commission, or the SEC. We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed consolidated financial statements are read in conjunction with the audited financial statements and notes previously distributed in our Annual Report on Form 10-K for the year ended December 31, 2015. In our accompanying condensed consolidated balance sheets, we have classified our liabilities according to whether they are “subject to compromise” or “not subject to compromise” by the Bankruptcy Court. Liabilities “not subject to compromise” by the Bankruptcy Court are further classified as either current or noncurrent liabilities. Liabilities “subject to compromise” include liabilities incurred before January 26, 2016 (the date of our filing of the voluntary petition for bankruptcy protection) or that became known after the petition was filed. Liabilities “not subject to compromise” include (i) liabilities that are fully secured and not expected to be compromised and (b) liabilities incurred subsequent to the filing of the petition that are not associated with the pre-bankruptcy events (i.e., post-petition liabilities). Because the amounts owed to Deerfield pursuant to the Deerfield Facility Agreement were subject to compromise and, in fact, subsequently were compromised by the Bankruptcy Court, we stopped accruing interest on the debt effective January 26, 2016. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and controlled subsidiary Aldagen, Inc. (“Aldagen”). The Company continues to consolidate Aldagen while it is under the protection of the Bankruptcy Court since Aldagen did not file for bankruptcy protection and the Company still controls Aldagen. All significant inter-company accounts and transactions are eliminated in consolidation. As of March 31, 2016 and December 31, 2015, Aldagen had insignificant assets and liabilities and, accordingly, condensed combined financial statements of Nuo Therapeutics and Aldagen are not presented. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. In the accompanying condensed consolidated financial statements, estimates are used for, but not limited to, stock-based compensation, allowance for inventory obsolescence, allowance for doubtful accounts, valuation of derivative liabilities, contingent liabilities, fair value and depreciable lives of long-lived assets (including property and equipment, intangible assets and goodwill), deferred taxes and associated valuation allowance and the classification of our long-term debt. Actual results could differ from those estimates. Credit Concentration We generate accounts receivable from the sale of our products. Our trade receivables balance at March 31, 2016 was primarily from Arthrex (58%) and Vibra Healthcare (10%). In addition, Arthrex accounted for 73% and 90% of total products sales in the quarters ended March 31, 2016 and 2015, respectively. No other single customer accounted for more than 10% of total product sales. See Note 9 - Subsequent Events . During the three month period ending March 31, 2016, we used single suppliers for several components of the Angel and Aurix product lines. We outsource the manufacturing of various products, including component parts for Angel, to contract manufacturers. While we believe these manufacturers demonstrate competency, reliability and stability, there is no assurance that one or more of them will not experience an interruption or inability to provide us with the products needed to satisfy customer demand. Additionally, while most of the components of Aurix are generally readily available on the open market, a reagent, bovine thrombin, is available exclusively through Pfizer, with whom we have an established vendor relationship. Cash Equivalents We consider all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents potentially subject us to a concentration of credit risk as approximately $424,000 held in financial institutions was in excess of FDIC insurance limit of $250,000 at March 31, 2016. We maintain our cash and cash equivalents in the form of money market and checking accounts with financial institutions that we believe are credit worthy. Pursuant to the terms of the December 18, 2015 consent letter with Deerfield, we were required to maintain a compensating cash balance of $500,000 in deposit accounts subject to control agreements in favor of the lenders. Accounts Receivables We generate accounts receivables from the sale of our products. We provide for an allowance against receivables for estimated losses that may result from a customer’s inability or unwillingness to pay. The allowance for doubtful accounts is estimated primarily based upon historical write-off percentages, known problem accounts, and current economic conditions. Accounts are written off against the allowance for doubtful accounts when we determine that amounts are not collectable. Recoveries of previously written-off accounts are recorded when collected. At March 31, 2016 and December 31, 2015, we maintained an allowance for doubtful accounts of $109,000 and $97,000, respectively. Inventory Our inventory is produced by third party manufacturers and consists of raw materials and finished goods. Inventory cost is determined on a first-in, first-out basis and is stated at the lower of cost or net realizable value. We maintain an inventory of kits, reagents, and other disposables that have shelf-lives that generally range from 18 months to five years. We provide for an allowance against inventory for estimated losses that may result in excess and obsolete inventory (i.e. from the expiration of products). Our allowance for expired inventory is estimated based upon the inventory’s remaining shelf-life and our anticipated ability to sell such inventory, which is estimated using historical usage and future forecasts, within its remaining shelf life. At March 31, 2016 and December 31, 2015, the Company maintained an allowance for expired and excess and obsolete inventory of $58,000. Expired products are segregated and used for demonstration purposes only; the Company records the associated expense for this reserve to costs of products sales in the condensed consolidated statements of operations. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and is depreciated, using the straight-line method, over its estimated useful life ranging from three to five years for all assets except for furniture, lab, and manufacturing equipment which is depreciated over seven and ten years, respectively. Leasehold improvements are stated at cost less accumulated depreciation and are amortized, using the straight-line method, over the lesser of the expected lease term or its estimated useful life ranging from three to six years. Amortization of leasehold improvements is included in depreciation expense. Maintenance and repairs are charged to operations as incurred. When assets are disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in other income (expense). Centrifuges may be sold, leased, or placed at no charge with customers. Depreciation expense for centrifuges that are available for sale, leased, or placed at no charge with customers are charged to cost of sales. Depreciation expense for centrifuges used for sales and marketing and other internal purposes are charged to general and administrative expenses . Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Recoverability measurement and estimating of undiscounted cash flows is done at the lowest possible level for which we can identify assets. If such assets are considered to be impaired, impairment is recognized as the amount by which the carrying amount of assets exceeds the fair value of the assets. As a result of our bankruptcy filing, we identified changes in circumstances during the three months ended March 31, 2016; however we determined our property and equipment was not impaired as of March 31, 2016. Intangible Assets and Goodwill Intangible assets were acquired as part of our acquisition of the Angel business and Aldagen, and consist of definite-lived and indefinite-lived intangible assets, including goodwill. As of December 31, 2015, we had fully impaired our indefinite lived intangible asset related to in-process research and development (“IPR&D”) while our goodwill was fully written off as of September 30, 2015. The only intangible assets that remained as of March 31, 2016 relate to trademarks, technology and customer relationships arising from our 2010 acquisition of the Angel business from Sorin. Definite-lived intangible assets Our definite-lived intangible assets include trademarks, technology (including patents) and customer relationships, and are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, we test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), we would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. We periodically reevaluate the useful lives for these intangible assets to determine whether events and circumstances warrant a revision in their remaining useful lives. During 2014, as a result of changes in circumstances, the Company performed an assessment of our various definite-lived intangible assets and concluded that the carrying value of the definite-lived intangible assets was impaired. An impairment charge, related to the Aldagen trademark, of approximately $1.0 million was taken during the year ended December 31, 2014. Liabilities Subject to Compromise Liabilities subject to compromise as of March 31, 2016 in the accompanying unaudited condensed consolidated financial statements represent unsecured obligations that were to be accounted for under our plan of reorganization. Generally, actions to enforce or otherwise effect payment of prepetition liabilities are stayed. Prepetition liabilities that are subject to compromise are reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. These liabilities represent the amounts expected to be allowed on known or potential claims to be resolved through the Chapter 11 process, and remain subject to future adjustments arising from negotiated settlements, actions of the Bankruptcy Court, rejection of executory contracts and unexpired leases, the determination as to the value of collateral securing the claims, proofs of claim, or other events. Liabilities subject to compromise also include certain items that may be assumed under the plan of reorganization, and as such, may be subsequently reclassified to liabilities not subject to compromise. The Bankruptcy Court has authorized us to pay certain prepetition obligations, including payment of employee wages, salaries and certain benefits and payments to certain shippers and critical vendors, subject to certain limitations. We are required to pay vendors and other providers in the ordinary course for goods and services received after the filing of our Chapter 11 petition and certain other business related payments necessary to maintain the operations of the Company's business. Obligations associated with these matters are not classified as liabilities subject to compromise. With the approval of the Bankruptcy Court, the Company has rejected certain prepetition executory contracts and unexpired leases with respect to the Company's operations and may reject additional ones in the future. Damages resulting from rejection of executory contracts and unexpired leases are generally treated as general unsecured claims and are classified as liabilities subject to compromise. Holders of prepetition claims are required to file proofs of claims. Differences between liability amounts estimated by the Company and claims filed by creditors will be investigated and, if necessary, the Bankruptcy Court will make a final determination of the allowable claim. The Company used all available information as of March 31, 2016 to estimate the liability amounts. The final determination of how liabilities were treated was ultimately made by the Bankruptcy Court upon its approval of the Company’s Plan of Reorganization on April 25, 2016. Final determination of liability amounts did not result in material variances from the Company’s estimate made as of March 31, 2016. Reorganization costs during the three month period ending March 31, 2016 were approximately $2.7 million dollars and are reflected as a separate line item on the condensed consolidated statements of operations under other income (expense). Approximately $0.9 million of these expenses were paid during the period ended March 31, 2016, with the balance of the $1.8 million of expenses remaining to be paid as of March 31, 2016 reported in accounts payable or accrued expenses and other liabilities not subject to compromise. On May 5, 2014, we announced preliminary efficacy and safety results of our RECOVER-Stroke Phase 2 clinical trial in patients with neurological damage arising from ischemic stroke and treated with ALD-401. Observed improvements in the primary endpoint (mean modified Rankin Score or mRS) of the trial were not clinically or statistically significant. In light of this outcome, we discontinued further funding of the ALD-401 development program, decided to close our facilities in Durham, NC, and terminated certain employees. An accrual of approximately $151,000 for the loss on abandonment of the lease remained at March 31, 2016. The accrued loss on abandonment is being amortized over the life of the lease against future rental payments made and sublease income payments received. Loss on abandonment is classified in general and administrative expense in the accompanying condensed consolidated statements of operations. The accrued loss on abandonment is included in accrued expenses and other liabilities in the accompanying condensed consolidated balance sheets. On August 11, 2015, our Board of Directors approved our realignment plan with the goal of preserving and maximizing, for the benefit of our stockholders, the value of our existing assets. The plan eliminated approximately 30% of our workforce and was aimed at the preservation of cash and cash equivalents to finance our future operations and support our revised business objectives. In addition, on December 4, 2015, the Company eliminated approximately 22% of its workforce, or seven employees. The Company recognized severance expense of approximately $0.9 million associated with these reductions in our work force during the year ended December 31, 2015. In addition, in January 2016, the Company eliminated four additional employees and recognized severance expense of approximately $0.5 million in the three months ended March 31, 2016. As of March 31, 2016 approximately $0.7 million remained in accrued severance costs which are reflected in accrued expenses on the condensed consolidated balance sheet. Conditionally Redeemable Common Stock As of March 31, 2016, the Maryland Venture Fund (“MVF,” part of Maryland Department of Business and Economic Development) had an investment in our Old Common Stock, and could have required us to repurchase the common stock, at MVF’s option, upon certain events outside of our control; provided, however, that in the event that, at the time of either such event our securities were listed on a national securities exchange, the foregoing repurchase would not be triggered. MVF’s common stock is classified as “contingently redeemable common shares” in the accompanying condensed consolidated balance sheets. The contingently redeemable common shares were cancelled as of the Effective Date. See Note 9 Subsequent Events . Revenue Recognition We recognize revenue when the four basic criteria for recognition are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) consideration is fixed or determinable; and (4) collectability is reasonably assured. Sales of products We provide for the sale of our products, including disposable processing sets and supplies to customers and, prior to the Effective Date, to Arthrex as distributor of the Angel product line. Revenue from the sale of products is recognized upon shipment of products to the customers. We do not maintain a reserve for returned products as in the past those returns have not been material and are not expected to be material in the future. Usage or leasing of blood separation equipment As a result of the acquisition of the Angel business, we acquired various multiple element revenue arrangements that combined the (i) usage or leasing of blood separation processing equipment, (ii) maintenance of processing equipment, and (iii) purchase of disposable processing sets and supplies. We assigned these multiple element revenue arrangements to Arthrex in 2013 pursuant to a license agreement, and further assigned all of our rights, title and interest in and to such license agreement to the Deerfield Lenders as of the Effective Date; as such, we no longer recognize revenue under these arrangements. Percentage-based fees on licensee sales of covered products, including those sold by Arthrex prior to the Effective Date, are generally recorded as products are sold by licensees and are reflected as royalties in the condensed consolidated statements of operations. Direct costs associated with product sales and royalty revenues are recorded at the time that revenue is recognized. Deferred revenue at March 31, 2016 consists of prepaid licensing revenue of approximately $0.9 million from the licensing of Angel centrifuges. Deferred revenue at December 31, 2015 consists of prepaid licensing revenue of approximately $1.0 million from the licensing of Angel centrifuges and approximately $0.1 million from product sales billed and not yet shipped. Prepaid licensing revenue is being recognized on a straight-line basis over the term of the agreement. Deferred revenue related to products billed and not yet shipped will be recognized when the product is shipped to the customer. Revenue of approximately $101,000 related to the prepaid license was recognized during both the three months ended March 31, 2016 and 2015. Medical Device Tax On January 1, 2013 a medical device excise tax came into effect that required manufacturers to pay tax of 2.3% on the sale of certain medical devices. We report the medical device excise tax on a gross basis, recognizing the tax as both revenue and cost of sales. The medical device excise tax does not apply to the sale of a taxable medical device by the manufacturer, producer, or importer of the device during the period beginning on January 1, 2016, and ending on December 31, 2017. License Fees The Company’s license agreement with Rohto (See Note 2 Distribution, License and Collaboration Arrangements ) contains multiple elements that include the delivered license and other ancillary performance obligations, such as maintaining its intellectual property and providing regulatory support and training to Rohto. The Company has determined that the ancillary performance obligations are perfunctory and incidental and are expected to be minimal and infrequent. Accordingly, the Company has combined the ancillary performance obligations with the delivered license and is recognizing revenue as a single unit of accounting following revenue recognition guidance applicable to the license. Because the license is delivered, the Company recognized the entire $3.0 million license fee as revenue in the three months ended March 31, 2015. Other elements contained in the license agreement, such as fees and royalties related to the supply and future sale of the product, are contingent and will be recognized as revenue when earned. Segments and Geographic Information Approximately 14% and |
Distribution, Licensing and Col
Distribution, Licensing and Collaboration Arrangements | 3 Months Ended |
Mar. 31, 2016 | |
Distributors And License Agreement [Abstract] | |
Arthrex Distributor and License Agreement [Text Block] | Note 2 Distribution, Licensing and Collaboration Arrangements Distribution and License Agreement with Arthrex In 2013, we entered into a Distributor and License Agreement (the “Original Arthrex Agreement”) with Arthrex. The term of the Original Arthrex Agreement was originally for five years, automatically renewable for an additional three-year period unless Arthrex gives the Company a termination notice at least one year in advance of the end of the initial five-year period. Under the terms of the Original Arthrex Agreement, Arthrex obtained the exclusive rights to sell, distribute, and service the Company’s Angel concentrated Platelet System and activAT (“Products”), throughout the world, for all uses other than chronic wound care. In connection with execution of the Original Arthrex Agreement, Arthrex paid the Company a nonrefundable upfront payment of $ 5.0 See Note 9 Subsequent Events Distribution and License Agreement with Rohto In September 2009, we entered into a licensing and distribution agreement with Millennia Holdings, Inc. (“Millennia”) for the Company’s Aurix System in Japan. In January 2015, we granted to Rohto Pharmaceutical Co., Ltd. (“Rohto”) a royalty bearing, nontransferable, exclusive license, with limited right to sublicense, to use certain of the Company’s intellectual property for the development, import, use, manufacturing, marketing, sale and distribution for all wound care and topical dermatology applications of the Aurix System and related intellectual property and know-how in human and veterinary medicine in Japan in exchange for an upfront payment from Rohto of $ 3.0 1.5 Collaboration Agreement with Restorix On March 22, 2016, we entered into a Collaboration Agreement (the “Collaboration Agreement”) with Restorix, pursuant to which we agreed to provide Restorix with certain limited geographic exclusivity benefits over a defined period of time for the usage of the Aurix System in up to 30 of the approximately 125 hospital outpatient wound care clinics with which Restorix has a management contract (the “RXH Partner Hospitals”), in exchange for Restorix making minimum commitments of patients enrolled in three prospective clinical research studies primarily consisting of patient data collection (the “Protocols”) necessary to maintain exclusivity under the Collaboration Agreement. The Collaboration Agreement will initially continue for a two-year period, subject to one or more extensions with the mutual consent of the parties. Pursuant to the Collaboration Agreement, the Company agreed to provide: (i) clinical support services by its clinical staff as reasonably agreed between the Company and Restorix as necessary and appropriate, (ii) reasonable and necessary support regarding certain reimbursement activities, (iii) coverage of Institutional Review Board (“IRB”) fees and payment to Restorix for certain training costs subject to certain limitations and (iv) community-focused public relations materials for participating RXH Partner Hospitals to promote the use of Aurix and participation in the Protocols. Pursuant to the Collaboration Agreement, Restorix agreed to: (i) provide access and support as reasonably necessary and appropriate at up to 30 RXH Partner Hospitals to identify and enroll patients into the Protocols, including senior executive level support and leadership to the collaboration and its enrollment goals and (ii) reasonably assist the Company to correct through a query process, any patient data submitted having incomplete or inaccurate data fields. Subject to the satisfaction of certain conditions, during the term of the Collaboration Agreement: (i) Restorix will have site specific geographic exclusivity for usage of Aurix in connection with treatment of patients in the Protocols within a 30 mile radius of each RXH Partner Hospital, and (ii) other than with respect to existing CED sites, the Company will not provide corporate exclusivity with any other wound management company operating in excess of 19 wound care facilities for any similar arrangement. Under the Collaboration Agreement, the Company will pay Restorix or the RXH Partner Hospital, as the case may be, a per patient data collection (administrative) fee upon full completion and delivery of a patient data set. In addition, the Company is responsible to pay for any IRB fees necessary to conduct the Protocols and enroll patients, and to pay Restorix a training cost stipend per site. Each RXH Partner Hospital will pay the Company the then current product price ($700 in 2016, and no greater than $750 in the remainder of the initial term) as set forth in the Collaboration Agreement. |
Receivables
Receivables | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 3 Receivables March 31, December 31, 2016 2015 Trade receivables $ 745,784 $ 460,763 Other receivables 938,045 650,230 1,683,829 1,110,993 Less allowance for doubtful accounts (109,377) (96,748) $ 1,574,452 $ 1,014,245 Other receivables consist primarily of royalties due from Arthrex and the receivable due from our contract manufacturer for the cost of raw materials required to manufacture the Angel products that are purchased by the Company and immediately resold, at cost, to the contract manufacturer. |
Other Intangible Assets
Other Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 4 Other Intangible Assets March 31, December 31, 2016 2015 Trademarks $ 1,047,000 $ 1,047,000 Technology 2,355,000 2,355,000 Customer relationships 708,000 708,000 4,110,000 4,110,000 Less accumulated amortization (1,673,700) (1,596,606) $ 2,436,300 $ 2,513,394 Definite-lived intangible assets trademarks, customer relationships and technology Our intangible assets (which as of March 31, 2016 and December 31, 2015 were all definitive-lived intangible assets) include trademarks, technology (including patents) and customer relationships, and are amortized over their useful lives ranging from eight to twenty years. During 2014, as a result of changes in circumstances, the Company performed an assessment of our various definite-lived intangible assets and concluded that the carrying value of the definite-lived intangible assets was impaired. An impairment charge, related to the Aldagen trademark, of approximately $ 1.0 Amortization expense associated with our definite-lived intangible assets of approximately $ 39,000 38,000 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 5 Debt Deerfield Facility In 2014, we entered into the Deerfield Facility Agreement, a $ 35 March 31, 2019 0.52 33.33 35 10 Under the terms of the facility, we also issued stock purchase warrants to purchase up to 97,614,999 0.52 As a result of certain non-standard anti-dilution provisions and cash settlement features, we classify the detachable stock purchase warrants and the conversion option embedded in the Notes as derivative liabilities. The derivative liabilities were recorded initially at their estimated fair value and as a result, we recognized a total debt discount on the convertible notes of $ 34.8 de minimis 2,709,677 1.1 Under the Deerfield Facility Agreement, we were required to maintain a compensating cash balance of $ 5,000,000 2.6 5,000,000 500,000 As of January 26, 2016 (the date of our voluntary filing for bankruptcy protection) and March 31, 2016, we were in default under the Deerfield Facility Agreement, and Deerfield had the right to demand repayment of the entire amount owed to them, including accrued interest. As a result of the default and our assessment that we would not be able to cure the causes of the default, as of December 31, 2015 we accelerated the amortization of the debt discount and deferred financing costs associated with the Deerfield credit facility and at December 31, 2015 we classified the entire Deerfield credit facility as a current liability. The total amount owing under the Deerfield credit facility, including accrued interest, was compromised by the Bankruptcy Court. This amount of approximately $ 38.3 5.75 Subsequent Events Debtor-in-Possession Financing On January 28, 2016, the Bankruptcy Court entered an interim order approving the Company's DIP Financing pursuant to terms set forth in the DIP Credit Agreement by and among the Company, as borrower, each lender from time to time party to the DIP Credit Agreement, including, but not limited to, the Deerfield Lenders and the DIP Agent. The Deerfield Lenders comprised 100 On March 9, 2016, the Bankruptcy Court approved on a final basis the Company's motion for approval of the DIP Credit Agreement and use of cash collateral, and approved a Waiver and First Amendment to the DIP Credit Agreement (the “Waiver and First Amendment”) with the Deerfield Lenders and DIP Agent, pursuant to which the DIP Credit Agreement was approved to include certain amendments, including to set forth the material terms of the proposed restructuring of the prepetition and post-petition secured debt, unsecured debt and equity interests of the Company, the terms of which were eventually effected pursuant to the Plan of Reorganization (as defined below). The Waiver and First Amendment provided for senior secured loans in the aggregate principal amount of up to $ 6 million We received $ 2.5 million 278,000 183,000 Subsequent Events) |
Equity
Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders Equity Note Disclosure [Text Block] | Note 6 Equity On January 26, 2016, we filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), which is being administered under the caption “In re: Nuo Therapeutics, Inc.”, Case No. 16-10192 (MFW). On April 25, 2016, the Bankruptcy Court entered an Order Granting Final Approval of Disclosure Statement and Confirming Debtor’s Plan of Reorganization, which confirmed the Company’s Modified First Amended Plan of Reorganization under Chapter 11 of the Bankruptcy Code (as confirmed, the “Plan” or “Plan of Reorganization”). The Plan became effective on May 5, 2016 (the “Effective Date”). Pursuant to the Plan, as of the Effective Date all equity interests of the Company, including but not limited to all shares of the Company’s common stock, $0.0001 par value per share (including its redeemable common stock)(the “Old Common Stock”), warrants and options, that were issuable or issued and outstanding immediately prior to the Effective Date, were cancelled. See Note 9 Subsequent Events. Common Stock The Company’s Certificate of Incorporation in effect on March 31, 2016 authorized 440,000,000 425,000,000 15,000,000 2014 Private Placement In March 2014 we raised $ 2.0 3,846,154 0.52 2,884,615 0.52 1.1 de minimis 136,000 . 2014 and 2013 Issuances to Lincoln Park In February 2013, we entered into a purchase agreement and a registration rights agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”). Under the terms and subject to the conditions of the agreements, the Company had the right to sell to and Lincoln Park was obligated to purchase up to $ 15 150,000 200,000 1.00 0.45 9.99 No shares were issued to Lincoln Park during the three month period ended March 31, 2016. The arrangement with Lincoln Park expired on January 17, 2016. Prior to its expiration we had issued 5,250,000 2.4 434,126 Stock Purchase Warrants Outstanding Exercise Expiration Date Classification 1,488,839 $ 0.60 April 2016 Equity 916,665 $ 0.50 April 2016 Equity 20,000 $ 0.40 June 2016 Equity 136,364 $ 0.66 February 2018 Equity 6,363,638 $ 0.75 February 2018 Equity 5,047,461 $ 0.65 December 2018 Equity 232,964 $ 0.65 December 2018 Equity 2,884,615 $ 0.52 March 2019 Liability 1,474,615 $ 0.52 March 2019 Liability 3,525,000 $ 0.52 June 2019 Liability 1,079,137 $ 0.70 February 2020 Equity 250,000 $ 0.70 February 2020 Equity 25,115,384 $ 0.52 March 2021 Liability 67,500,000 $ 0.52 June 2021 Liability 116,034,682 All of such warrants were cancelled in their entirety as of the Effective Date (see Note 9 - Subsequent Events) Stock-Based Compensation The Company’s 2002 Long Term Incentive Plan (“LTIP”) and 2013 Equity Incentive Plan (“EIP” and, together with the LTIP, the “Incentive Plans”) permitted the awards of stock options, stock appreciation rights, restricted stock, phantom stock, performance units, dividend equivalents and other stock-based awards to employees, directors and consultants. We were authorized to issue up to 10,500,000 18,000,000 18,410,940 Subsequent Events As of March 31, 2016, the Company only issued stock options under the Incentive Plans. Stock option terms were determined by the Board of Directors for each option grant, and options generally vested immediately upon grant or over a period of time ranging up to four years, were exercisable in whole or installments, and expired no longer than ten years from the date of grant. There were no stock options granted or exercised during the three month period ended March 31, 2016. As of March 31, 2016, there was approximately $0.4 million of total unrecognized compensation cost related to non-vested stock options, and that cost was expected to be recognized over a weighted-average period of 2.4 years. As a result of the cancellation of all outstanding stock options and the application of fresh start accounting as of the Effective Date (see Note 9 Subsequent Events Three Months Ended March 31, 2016 2015 Sales and marketing $ 13,545 $ 57,401 Research and development 4,944 21,896 General and administrative 21,042 255,095 $ 39,531 $ 334,392 See Note 9 Subsequent Events |
Fair Value Measurements and Dis
Fair Value Measurements and Disclosures | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 7 Fair Value Measurements and Disclosures Financial Instruments Carried at Cost Short-term financial instruments in our condensed consolidated balance sheets, including accounts receivables and accounts payable, are carried at cost which approximates fair value, due to their short-term nature. The fair value of our long-term convertible debt was approximately $ 25.4 Fair Value Measurements Our condensed consolidated balance sheets include certain financial instruments that are carried at fair value. Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include: · Level 1, defined as observable inputs such as quoted prices in active markets for identical assets; · Level 2, defined as observable inputs other than Level I prices such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. An asset’s or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, we perform a detailed analysis of our assets and liabilities that are measured at fair value. All assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis We have segregated our financial assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below. The inputs used in measuring the fair value of cash and short-term investments are considered to be Level 1 in accordance with the three-tier fair value hierarchy. The fair market values are based on period-end statements supplied by the various banks and brokers that held the majority of our funds. We account for our derivative financial instruments, consisting solely of certain stock purchase warrants that contain non-standard anti-dilutions provisions and/or cash settlement features, and certain conversion options embedded in our convertible instruments, at fair value using level 3 inputs. We determine the fair value of these derivative liabilities using the Black-Scholes option pricing model when appropriate, and in certain circumstances using binomial lattice models or other accepted valuation practices. · When determining the fair value of our financial assets and liabilities using the Black-Scholes option pricing model, we are required to use various estimates and unobservable inputs, including, among other things, contractual terms of the instruments, expected volatility of our stock price, expected dividends, and the risk-free interest rate. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the instrument. Increases in expected term, anticipated volatility and expected dividends generally result in increases in fair value, while decreases in the unobservable inputs generally result in decreases in fair value. · When determining the fair value of our financial assets and liabilities using binomial lattice models or other accepted valuation practices, we also are required to use various estimates and unobservable inputs, including in addition to those listed above, the probability of certain events. As a result of our deteriorating financial condition (as further evidenced by our filing for bankruptcy protection in January 2016) and decreased stock price in 2015, the value of our derivative liabilities related to stock purchase warrants and embedded conversion option was de minimis As of March 31, 2016 Description Level 1 Level 2 Level 3 Total Assets Investment in money market funds $ 362 $ - $ - $ 362 Total investment in money market funds $ 362 $ - $ - $ 362 Liabilities Embedded conversion options $ - $ - $ - $ - Stock purchase warrants - - - - Total derivative liabilities $ - $ - $ - $ - As of December 31, 2015 Description Level 1 Level 2 Level 3 Total Assets Investment in money market funds $ 614,283 - $ 614,283 Total investment in money market funds $ 614,283 $ - $ - $ 614,283 Liabilities Embedded conversion options $ - $ - $ - $ - Stock purchase warrants - - - - Total derivative liabilities $ - $ - $ - $ - The Level 1 assets measured at fair value in the above table are classified as cash and cash equivalents in the accompanying condensed consolidated balance sheets. During the quarters ended March 31, 2016 and 2015 we did not have any transfers between Level 1, Level 2, or Level 3 assets or liabilities. Description Balance at Change in Balance at Derivative liabilities: Embedded conversion options $ 4,362,225 $ 1,378,013 $ 5,740,238 Stock purchase warrants 25,484,596 (9,743,891) 15,740,705 In February 2014, we purchased a Certificate of Deposit (“CD”) from a commercial bank in the amount of $ 53,000 0.10 October 24, 2016 Commitments and Contingencies We have no financial assets and liabilities measured at fair value on a nonrecurring basis. Non-Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Property and equipment and intangible assets are measured at fair value on a non-recurring basis (upon impairment). Definite-lived intangible assets trademarks, customer relationships and technology As a result of our decision to discontinue further funding of the ALD401 development program in June 2014, we recognized a noncash impairment charge of approximately $ 1.0 2,436,300 We have no non-financial assets and liabilities measured at fair value on a recurring basis. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 8 Commitments and Contingencies Under the Company’s plan of reorganization upon emergence from bankruptcy in July 2002, the then-outstanding Series A preferred stock and the dividends accrued thereon that existed prior to emergence from bankruptcy were to be exchanged into one share of new common stock for every five shares of Series A preferred stock held as of the date of emergence from bankruptcy. This exchange was contingent on the Company’s attaining aggregate gross revenues for four consecutive quarters of at least $ 10,000,000 325,000 271,000 Subsequent Events In connection with the Deerfield Facility Agreement, we entered into a registration rights agreement (the “RRA”) with Deerfield and agreed to register, among other things, shares of our common stock issuable upon conversion and exercise of convertible notes and related common stock warrants. In accordance with the RRA, we were obligated to file and maintain an effective registration statement until (i) the date when all shares underlying the convertible notes and related warrants (and any other securities issued or issuable with respect to in exchange for such shares) had been sold or (ii) at any time following the six month anniversary of the date of issuance, all warrant shares issuable upon exercise of the warrants would be eligible for immediate resale pursuant to Rule 144 under the Securities Act. The RRA was terminated as of the Effective Date. (See Note 9 Subsequent Events. Our primary office and warehouse facilities are located in Gaithersburg, Maryland, and comprise approximately 12,000 13,000 4,000 2,100 4,000 16,300 20,000 13,000 In July 2009, in satisfaction of a Maryland law pertaining to Wholesale Distributor Permits, we established a Letter of Credit, in the amount of $ 50,000 The Company and the MVF agreed to execute a certain Stock Repurchase Agreement which required us to repurchase the MVF’s investment, at MVF’s option, upon certain events outside of our control; provided, however, that in the event that, at the time of either such event our securities were listed on a national securities exchange, the foregoing repurchase would not be triggered. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 9 Subsequent Events Bankruptcy and Emergence from Bankruptcy Overview On January 26, 2016, the Company filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”), which is administered under the caption “In re: Nuo Therapeutics, Inc.”, Case No. 16-10192 (MFW) (the “Chapter 11 Case”). On April 25, 2016 (the “Confirmation Date”), the Bankruptcy Court entered an Order Granting Final Approval of Disclosure Statement and Confirming Debtor’s Plan of Reorganization (the “Confirmation Order”), which confirmed the Modified First Amended Plan of Reorganization of the Debtor under Chapter 11 of the Bankruptcy Code (as confirmed, the “Plan” or “Plan of Reorganization”). Scenario A contemplated by the Plan became effective on May 5, 2016 (the “Effective Date”). Pursuant to the Plan, as of the Effective Date (i) all equity interests of the Company, including but not limited to all shares of the Company’s common stock, $ 0.0001 Common Stock Recapitalization In accordance with the Plan of Reorganization, as of the Effective Date, the Company issued 7,500,000 0.0001 7,300,000 7,052,500 200,000 100,000 “Series A Preferred Stock 6,180,000 May 5, 2021 0.50 1.00 A significant majority of the Recapitalization Investors executed backstop commitments to purchase up to 12,800,000 3,000,000 With respect to each Recapitalization Investor who executed a Backstop Commitment, the commitment terminates on the earlier of (i) the date on which the Company receives net proceeds (after deducting all costs, expenses and commissions) from the sale of New Common Stock in the aggregate amount of the Backstop Commitment, (ii) the date that all shares of Series A Preferred Stock (as defined below) have been redeemed by the Company or (iii) the date that all shares of Series A Preferred Stock are no longer owned by entities affiliated with Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., and Deerfield Private Design Fund II, L.P. (“Termination Date”). Under the terms of the Backstop Commitment, the Company is obligated to pay to the committed Recapitalization Investors upon the Termination Date a commitment fee of $ 250,000 As of the Effective Date, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Recapitalization Investors. The Registration Rights Agreement provides certain resale registration rights to the Recapitalization Investors with respect to securities received in the Recapitalization Financing. Pursuant to the Registration Rights Agreement, the Company has agreed to use its best efforts to prepare and file with the U.S. Securities and Exchange Commission a “shelf” registration statement covering the resale of the shares of New Common Stock issued to the Recapitalization Investors on the Effective Date. Issuance of New Common Stock to Holders of Old Common Stock Under the Plan, the Company committed to the issuance of up to 3,000,000 2,264,612 The 2,264,612 Exchange Shares were issued as of the Effective Date to Releasing Holders who asserted ownership of a number of shares of Old Common Stock that matched the Company’s records or could otherwise be confirmed, at a rate of one share of New Common Stock for every 41.8934 shares of Old Common Stock held by such holders Issuance of Shares in Exchange for Administrative Claims As of June 20, 2016, the Company issued 162,500 100,000 Ad Hoc Equity Committee 62,500 Ad Hoc Equity Committee 62,500 Ad Hoc Equity Committee Series A Preferred Stock On the Effective Date, the Company filed a Certificate of Designations of Series A Preferred Stock (the “Certificate of Designations”) with the Delaware Secretary of State, designating 29,038 0.0001 29,038 The Series A Preferred Stock has no stated maturity date, is not convertible or redeemable and carries a liquidation preference of $ 29,038,000 one percent (1%) of the voting rights of the capital stock of the Company Assignment and Assumption Agreement; Transition Services Agreement Pursuant to the Plan, on May 5, 2016, the Company entered into an Assignment and Assumption Agreement with Deerfield SS, LLC (the “Assignee”), the designee of the Deerfield Lenders, to assign to the Assignee the Company’s rights, title and interest in and to the Arthrex Agreement, and to transfer and assign to the Assignee associated intellectual property owned by the Company and licensed thereunder, as well as rights to collect royalty payments thereunder. The assignment and transfer was effected in exchange for a reduction of $15,000,000 in the amount of the allowed claim of the Deerfield Lenders pursuant to the Plan. As a result of the assignment and transfer, the Aurix System currently represents the Company’s only commercial product offering. On the Effective Date, the Company and the Assignee entered into a Transition Services Agreement in which the Company agreed to continue to service the Arthrex Agreement for a transition period. Termination of Deerfield Facility Agreement and DIP Credit Agreement On the Effective Date, the obligations of the Company under the Deerfield Facility Agreement and under the DIP Credit Agreement were cancelled in accordance with the Plan of Reorganization and the Company ceased to have any obligations thereunder. Equity Awards In July 2016, the Board of Directors approved, and in August 2016 it amended, the Company’s 2016 Omnibus Incentive Compensation Plan (the “2016 Omnibus Plan”), which remains subject to approval by the Company’s stockholders. In July and August 2016, the Board of Directors granted options to purchase an aggregate of 1,362,500 105,000 Boyalife Distribution Agreement Effective as of May 5, 2016, the Company and Boyalife Hong Kong Ltd. (“Boyalife”), an entity affiliated with the Company’s significant shareholder, Boyalife Investment Fund I, Inc., entered into an Exclusive License and Distribution Agreement (the “Boyalife Distribution Agreement”) with an initial term of five (a) $500,000 within 90 days of approval of the Aurix Products by the China Food and Drug Administration (“CFDA”), but no earlier than December 31, 2018, and (b) a distribution fee per wound dressing kit and reagent kit of $40, payable quarterly 250,000 Three Party Letter Agreement Among Nuo, Arthrex and Deerfield On October 20, 2016, the Company entered into a letter agreement (the “Three Party Letter Agreement”) with Arthrex and Deerfield SS, LLC (the “Assignee”), which extends the transition period under the Transition Services Agreement through January 15, 2017. Under the terms of the Three Party Letter Agreement, subject to Arthrex making a payment of $ 201,200 33,333.33 |
Business and Summary of Signi15
Business and Summary of Significant Accounting Principles (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Policy Text Block] | Description of Business On January 26, 2016 On April 25, 2016 May 5, 2016 0.0001 Subsequent Events Nuo Therapeutics, Inc. is a biomedical company marketing products primarily within the U.S. We commercialize innovative cell-based technologies that harness the regenerative capacity of the human body to trigger natural healing. The use of autologous (from self) biological therapies for tissue repair and regeneration is part of a transformative clinical strategy designed to improve long term recovery in complex chronic conditions with significant unmet medical needs. Growth drivers in the U.S. include the treatment of chronic wounds with Aurix in the Veterans Affairs healthcare system and other federal accounts settings and the Medicare population under a National Coverage Determination (“NCD”) when registry data is collected under CMS’ Coverage with Evidence Development (CED) program. As of March 31, 2016, our commercial offerings consisted of point of care technologies for the safe and efficient separation of autologous blood and bone marrow to produce platelet based therapies or cell concentrates. As of March 31, 2016, we had two distinct platelet rich plasma (“PRP”) devices, the Aurix System for wound care and the Angel® concentrated Platelet Rich Plasma (“cPRP”) System for orthopedics markets. During the three months ended March 31, 2016, Arthrex, Inc. (“Arthrex”) was our exclusive distributor for Angel. See Note 9 Subsequent Events Our operations are subject to certain risks and uncertainties including, among others, current and potential competitors with greater resources, dependence on significant customers, lack of operating history and uncertainty of future profitability and possible fluctuations in financial results. Since our inception, we have financed our operations by raising debt, issuing equity and equity-linked instruments, executing licensing arrangements, and to a lesser extent by generating royalties and product revenues. We have incurred, and continue to incur, recurring losses and negative cash flows. At March 31, 2016 we had cash and cash equivalents on hand of approximately $ 0.7 40.8 Under our credit facility (the “Deerfield Facility Agreement”) with affiliates of Deerfield Management Company, L.P. (the “Deerfield Lenders” or “Deerfield”), we were required to maintain a compensating cash balance of $ 5,000,000 2.6 5,000,000 500,000 As of January 26, 2016 (the date of our voluntary filing for bankruptcy protection) and March 31, 2016, we were in default under the Deerfield Facility Agreement, and Deerfield had the right to demand repayment of the entire amount owed to them, including accrued interest. As a result of the default and our assessment that we would not be able to cure the causes of the default, as of December 31, 2015 we accelerated the amortization of the debt discount and deferred financing costs associated with the Deerfield credit facility, and at December 31, 2015 we classified the entire Deerfield credit facility as a current liability. The total amount of the Deerfield credit facility, including accrued interest, was compromised by the Bankruptcy Court and, as part of our Plan of Reorganization discussed above, was settled as of the Effective Date through the issuance of 29,038 0.0001 Subsequent Events In connection with the Chapter 11 Case, on January 28, 2016, the Bankruptcy Court entered an order approving our interim debtor-in-possession financing (“DIP Financing”) pursuant to terms set forth in a senior secured, superpriority debtor-in-possession credit agreement (“DIP Credit Agreement”), dated as of January 28, 2016, by and among the Company, as borrower, each lender from time to time party to the DIP Credit Agreement, including, but not limited to Deerfield Private Design Fund II, L.P., Deerfield Private Design International II, L.P., and Deerfield Special Situations Fund, L.P. (collectively, the “Deerfield Lenders”) and Deerfield Mgmt, L.P., as administrative agent (the “DIP Agent”) for the Deerfield Lenders. The Deerfield Lenders comprised 100% of the lenders under the Deerfield Facility Agreement. The final DIP Credit Agreement provided for senior secured loans in the aggregate principal amount of up to $ 6,000,000 2,500,000 The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities in the ordinary course of business. The propriety of using the going-concern basis is dependent upon, among other things, the achievement of future profitable operations, the ability to generate sufficient cash from operations, and potential other funding sources, including cash on hand, to meet our obligations as they become due. After our emergence from bankruptcy on May 5, 2015, we believe our current resources, expected revenue from sales of Aurix, including additional revenue expected to be generated from our collaboration with Restorix Health (“Restorix”), limited royalty and license fee revenue from our license of certain aspects of the ALDH technology to StemCell Technologies for the Aldeflour product line, combined with the $3.0 million of backstop commitments, which is not available until June 30, 2017, will be adequate to maintain our operations through at least the end of 2017 (see Note 9 Subsequent Events |
Basis of Accounting, Policy [Policy Text Block] | The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In our opinion, the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly our financial position, results of operations and cash flows. The condensed consolidated balance sheet at December 31, 2015, has been derived from audited financial statements as of that date. The interim unaudited condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. More specifically, as a result of the application of fresh start accounting and the effects of the implementation of the Plan of Reorganization, the Company’s financial statements on or after May 5, 2016 will not be comparable to the financial statements prior to that date (including those contained in this Quarterly Report). Fresh-start accounting requires the Company to adjust its assets and liabilities contained in its financial statements immediately before its emergence from bankruptcy protection to their estimated fair values using the acquisition method of accounting. Those adjustments will be material and will affect the Company’s results of operations from and after May 5, 2016. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules and regulations prescribed by the United States Securities and Exchange Commission, or the SEC. We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed consolidated financial statements are read in conjunction with the audited financial statements and notes previously distributed in our Annual Report on Form 10-K for the year ended December 31, 2015. In our accompanying condensed consolidated balance sheets, we have classified our liabilities according to whether they are “subject to compromise” or “not subject to compromise” by the Bankruptcy Court. Liabilities “not subject to compromise” by the Bankruptcy Court are further classified as either current or noncurrent liabilities. Liabilities “subject to compromise” include liabilities incurred before January 26, 2016 (the date of our filing of the voluntary petition for bankruptcy protection) or that became known after the petition was filed. Liabilities “not subject to compromise” include (i) liabilities that are fully secured and not expected to be compromised and (b) liabilities incurred subsequent to the filing of the petition that are not associated with the pre-bankruptcy events (i.e., post-petition liabilities). Because the amounts owed to Deerfield pursuant to the Deerfield Facility Agreement were subject to compromise and, in fact, subsequently were compromised by the Bankruptcy Court, we stopped accruing interest on the debt effective January 26, 2016. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and controlled subsidiary Aldagen, Inc. (“Aldagen”). The Company continues to consolidate Aldagen while it is under the protection of the Bankruptcy Court since Aldagen did not file for bankruptcy protection and the Company still controls Aldagen. All significant inter-company accounts and transactions are eliminated in consolidation. As of March 31, 2016 and December 31, 2015, Aldagen had insignificant assets and liabilities and, accordingly, condensed combined financial statements of Nuo Therapeutics and Aldagen are not presented. |
Use of Estimates, Policy [Policy Text Block] | The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. In the accompanying condensed consolidated financial statements, estimates are used for, but not limited to, stock-based compensation, allowance for inventory obsolescence, allowance for doubtful accounts, valuation of derivative liabilities, contingent liabilities, fair value and depreciable lives of long-lived assets (including property and equipment, intangible assets and goodwill), deferred taxes and associated valuation allowance and the classification of our long-term debt. Actual results could differ from those estimates. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | We generate accounts receivable from the sale of our products. Our trade receivables balance at March 31, 2016 was primarily from Arthrex ( 58 10 73 90 - Subsequent Events During the three month period ending March 31, 2016, we used single suppliers for several components of the Angel and Aurix |
Cash and Cash Equivalents, Policy [Policy Text Block] | We consider all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents potentially subject us to a concentration of credit risk as approximately $ 424,000 250,000 Pursuant to the terms of the December 18, 2015 consent letter with Deerfield, we were required to maintain a compensating cash balance of $ 500,000 |
Receivables, Policy [Policy Text Block] | We generate accounts receivables from the sale of our products. We provide for an allowance against receivables for estimated losses that may result from a customer’s inability or unwillingness to pay. The allowance for doubtful accounts is estimated primarily based upon historical write-off percentages, known problem accounts, and current economic conditions. Accounts are written off against the allowance for doubtful accounts when we determine that amounts are not collectable. Recoveries of previously written-off accounts are recorded when collected. At March 31, 2016 and December 31, 2015, we maintained an allowance for doubtful accounts of $ 109,000 97,000 |
Inventory, Policy [Policy Text Block] | Our inventory is produced by third party manufacturers and consists of raw materials and finished goods. Inventory cost is determined on a first-in, first-out basis and is stated at the lower of cost or net realizable value. We maintain an inventory of kits, reagents, and other disposables that have shelf-lives that generally range from 18 months to five years. We provide for an allowance against inventory for estimated losses that may result in excess and obsolete inventory (i.e. from the expiration of products). Our allowance for expired inventory is estimated based upon the inventory’s remaining shelf-life and our anticipated ability to sell such inventory, which is estimated using historical usage and future forecasts, within its remaining shelf life. At March 31, 2016 and December 31, 2015, the Company maintained an allowance for expired and excess and obsolete inventory of $ 58,000 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and equipment is stated at cost less accumulated depreciation and is depreciated, using the straight-line method, over its estimated useful life ranging from three to five years for all assets except for furniture, lab, and manufacturing equipment which is depreciated over seven and ten years, respectively. Leasehold improvements are stated at cost less accumulated depreciation and are amortized, using the straight-line method, over the lesser of the expected lease term or its estimated useful life ranging from three to six years. Amortization of leasehold improvements is included in depreciation expense. Maintenance and repairs are charged to operations as incurred. When assets are disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in other income (expense). Centrifuges may be sold, leased, or placed at no charge with customers. Depreciation expense for centrifuges that are available for sale, leased, or placed at no charge with customers are charged to cost of sales. Depreciation expense for centrifuges used for sales and marketing and other internal purposes are charged to general and administrative expenses. Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Recoverability measurement and estimating of undiscounted cash flows is done at the lowest possible level for which we can identify assets. If such assets are considered to be impaired, impairment is recognized as the amount by which the carrying amount of assets exceeds the fair value of the assets. As a result of our bankruptcy filing, we identified changes in circumstances during the three months ended March 31, 2016; however we determined our property and equipment was not impaired as of March 31, 2016. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Intangible Assets and Goodwill Intangible assets were acquired as part of our acquisition of the Angel business and Aldagen, and consist of definite-lived and indefinite-lived intangible assets, including goodwill. As of December 31, 2015, we had fully impaired our indefinite lived intangible asset related to in-process research and development (“IPR&D”) while our goodwill was fully written off as of September 30, 2015. The only intangible assets that remained as of March 31, 2016 relate to trademarks, technology and customer relationships arising from our 2010 acquisition of the Angel business from Sorin. Definite-lived intangible assets Our definite-lived intangible assets include trademarks, technology (including patents) and customer relationships, and are amortized over their useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any indicators were present, we test for recoverability by comparing the carrying amount of the asset to the net undiscounted cash flows expected to be generated from the asset. If those net undiscounted cash flows do not exceed the carrying amount (i.e., the asset is not recoverable), we would perform the next step, which is to determine the fair value of the asset and record an impairment loss, if any. We periodically reevaluate the useful lives for these intangible assets to determine whether events and circumstances warrant a revision in their remaining useful lives. During 2014, as a result of changes in circumstances, the Company performed an assessment of our various definite-lived intangible assets and concluded that the carrying value of the definite-lived intangible assets was impaired. An impairment charge, related to the Aldagen trademark, of approximately $ 1.0 |
Liabilities Subject to Compromise [Policy Text Block] | Liabilities subject to compromise as of March 31, 2016 in the accompanying unaudited condensed consolidated financial statements represent unsecured obligations that were to be accounted for under our plan of reorganization. Generally, actions to enforce or otherwise effect payment of prepetition liabilities are stayed. Prepetition liabilities that are subject to compromise are reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. These liabilities represent the amounts expected to be allowed on known or potential claims to be resolved through the Chapter 11 process, and remain subject to future adjustments arising from negotiated settlements, actions of the Bankruptcy Court, rejection of executory contracts and unexpired leases, the determination as to the value of collateral securing the claims, proofs of claim, or other events. Liabilities subject to compromise also include certain items that may be assumed under the plan of reorganization, and as such, may be subsequently reclassified to liabilities not subject to compromise. The Bankruptcy Court has authorized us to pay certain prepetition obligations, including payment of employee wages, salaries and certain benefits and payments to certain shippers and critical vendors, subject to certain limitations. We are required to pay vendors and other providers in the ordinary course for goods and services received after the filing of our Chapter 11 petition and certain other business related payments necessary to maintain the operations of the Company's business. Obligations associated with these matters are not classified as liabilities subject to compromise. With the approval of the Bankruptcy Court, the Company has rejected certain prepetition executory contracts and unexpired leases with respect to the Company's operations and may reject additional ones in the future. Damages resulting from rejection of executory contracts and unexpired leases are generally treated as general unsecured claims and are classified as liabilities subject to compromise. Holders of prepetition claims are required to file proofs of claims. Differences between liability amounts estimated by the Company and claims filed by creditors will be investigated and, if necessary, the Bankruptcy Court will make a final determination of the allowable claim. The Company used all available information as of March 31, 2016 to estimate the liability amounts. The final determination of how liabilities were treated was ultimately made by the Bankruptcy Court upon its approval of the Company’s Plan of Reorganization on April 25, 2016. Final determination of liability amounts did not result in material variances from the Company’s estimate made as of March 31, 2016. Reorganization costs during the three month period ending March 31, 2016 were approximately $ 2.7 0.9 1.8 |
Exit Activities [Policy Text Block] | Exit Activities and Realignment On May 5, 2014, we announced preliminary efficacy and safety results of our RECOVER-Stroke Phase 2 clinical trial in patients with neurological damage arising from ischemic stroke and treated with ALD-401. Observed improvements in the primary endpoint (mean modified Rankin Score or mRS) of the trial were not clinically or statistically significant. In light of this outcome, we discontinued further funding of the ALD-401 development program, decided to close our facilities in Durham, NC, and terminated certain employees. An accrual of approximately $151,000 for the loss on abandonment of the lease remained at March 31, 2016. The accrued loss on abandonment is being amortized over the life of the lease against future rental payments made and sublease income payments received. Loss on abandonment is classified in general and administrative expense in the accompanying condensed consolidated statements of operations. The accrued loss on abandonment is included in accrued expenses and other liabilities in the accompanying condensed consolidated balance sheets. On August 11, 2015, our Board of Directors approved our realignment plan with the goal of preserving and maximizing, for the benefit of our stockholders, the value of our existing assets. The plan eliminated approximately 30% of our workforce and was aimed at the preservation of cash and cash equivalents to finance our future operations and support our revised business objectives. In addition, on December 4, 2015, the Company eliminated approximately 22% of its workforce, or seven employees. The Company recognized severance expense of approximately $0.9 million associated with these reductions in our work force during the year ended December 31, 2015. In addition, in January 2016, the Company eliminated four additional employees and recognized severance expense of approximately $0.5 million in the three months ended March 31, 2016. As of March 31, 2016 approximately $0.7 million remained in accrued severance costs which are reflected in accrued expenses on the condensed consolidated balance sheet. |
Conditionally Redeemable Common Stock, Policy [Policy Text Block] | As of March 31, 2016, the Maryland Venture Fund (“MVF,” part of Maryland Department of Business and Economic Development) had an investment in our Old Common Stock, and could have required us to repurchase the common stock, at MVF’s option, upon certain events outside of our control; provided, however, that in the event that, at the time of either such event our securities were listed on a national securities exchange, the foregoing repurchase would not be triggered. MVF’s common stock is classified as “contingently redeemable common shares” in the accompanying condensed consolidated balance sheets. The contingently redeemable common shares were cancelled as of the Effective Date. See Note 9 Subsequent Events. |
Revenue Recognition, Policy [Policy Text Block] | We recognize revenue when the four basic criteria for recognition are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) consideration is fixed or determinable; and (4) collectability is reasonably assured. Sales of products We provide for the sale of our products, including disposable processing sets and supplies to customers and, prior to the Effective Date, to Arthrex as distributor of the Angel product line. Revenue from the sale of products is recognized upon shipment of products to the customers. We do not maintain a reserve for returned products as in the past those returns have not been material and are not expected to be material in the future. Usage or leasing of blood separation equipment As a result of the acquisition of the Angel business, we acquired various multiple element revenue arrangements that combined the (i) usage or leasing of blood separation processing equipment, (ii) maintenance of processing equipment, and (iii) purchase of disposable processing sets and supplies. We assigned these multiple element revenue arrangements to Arthrex in 2013 pursuant to a license agreement, and further assigned all of our rights, title and interest in and to such license agreement to the Deerfield Lenders as of the Effective Date; as such, we no longer recognize revenue under these arrangements. Percentage-based fees on licensee sales of covered products, including those sold by Arthrex prior to the Effective Date, are generally recorded as products are sold by licensees and are reflected as royalties in the condensed consolidated statements of operations. Direct costs associated with product sales and royalty revenues are recorded at the time that revenue is recognized. Deferred revenue at March 31, 2016 consists of prepaid licensing revenue of approximately $0.9 million from the licensing of Angel centrifuges. Deferred revenue at December 31, 2015 consists of prepaid licensing revenue of approximately $1.0 million from the licensing of Angel centrifuges and approximately $ 0.1 101,000 Medical Device Tax On January 1, 2013 a medical device excise tax came into effect that required manufacturers to pay tax of 2.3 License Fees The Company’s license agreement with Rohto (See Note 2 Distribution, License and Collaboration Arrangements 3.0 |
Segment Reporting, Policy [Policy Text Block] | Segments and Geographic Information Approximately 14 10 |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | The Company, from time to time, may issue stock options or stock awards to employees, directors, consultants, and other service providers under its 2002 Long-Term Incentive Plan (“LTIP”) or 2013 Equity Incentive Plan (“EIP”). In some cases, it has issued compensatory warrants to service providers outside the LTIP or EIP (See Note 6 Equity and Stock-Based Compensation The fair value of employee stock options is measured at the date of grant. Expected volatilities are based on historical volatility of the Company’s stock. Company data was utilized to estimate option exercises and employee terminations within the valuation model. Expected years until exercise represents the period of time that options are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company estimated that the dividend rate on its common stock will be zero. Stock-based compensation for awards granted to non-employees is periodically re-measured as the underlying awards vest. The Company recognizes an expense for such awards throughout the performance period as the services are provided by the non-employees, based on the fair value of these options and warrants at each reporting period. The fair value of stock options and compensatory warrants issued to service providers utilizes the same methodology with the exception of the expected term. For awards to non-employees, the Company estimates that the options or warrants will be held for the full term. All outstanding stock options were cancelled as of the Effective Date. The Company issued option grants to employees and directors subsequent to the Effective Date for which the stock based compensation expense will be reflected in future periods (see Note 9 Subsequent Events |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using the asset and liability method. Under the asset and liability method, current income tax expense or benefit is the amount of income taxes expected to be payable or refundable for the current year. A deferred income tax asset or liability is recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credits and loss carryforwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Tax rate changes are reflected in income during the period such changes are enacted. For the three months ended March 31, 2015, the income tax provision relates exclusively to a deferred tax liability associated with the amortization for tax purposes of goodwill. The deferred tax liability was eliminated in the third quarter of 2015 with the impairment charge recognized for all our goodwill. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income before taxes. There were no such items for three months ended March 31, 2016 and 2015. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings (Loss) per Share Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding (including contingently issuable shares when the contingencies have been resolved) during the period. For periods of net income, and when the effects are not anti-dilutive, diluted earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of shares outstanding (including contingently issuable shares when the contingencies have been resolved) plus the impact of all potential dilutive common shares, consisting primarily of common stock options and stock purchase warrants using the treasury stock method, and convertible debt using the if-converted method. The total number of anti-dilutive shares, common stock options, warrants exercisable for common stock, and convertible debt, which have been excluded from the computation of diluted earnings per share, was 201,809,265 For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all dilutive potential common shares is anti-dilutive. The total number of anti-dilutive shares, common stock options, warrants exercisable for common stock, and convertible debt, which have been excluded from the computation of diluted loss per share, was 199,266,489 Three months ended March 31, 2016 2015 Net income (loss) $ (4,870,763) $ 4,107,001 Net income allocated to participating securities - (1,777,865) Numerator for basic income (loss) per share $ (4,870,763) $ 2,329,136 Incremental allocation of net income to participating securities - - Numerator adjustments for potential dilutive securities - - Numerator for diluted income (loss) per share $ (4,870,763) $ 2,329,136 Denominator for basic income (loss) per share weighted average outstanding common shares 125,951,100 125,951,100 Dilutive effect of stock options - - Dilutive effect of warrants - - Dilutive effect of convertible debt - - Denominator for diluted income (loss) per share 125,951,100 125,951,100 Basic and diluted earnings (loss) per share Basic $ (0.04) $ 0.02 Diluted $ (0.04) $ 0.02 |
New Accounting Pronouncements, Policy [Policy Text Block] | In April 2015, the FASB issued guidance as to whether a cloud computing arrangement (e.g., software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements) includes a software license and, based on that determination, how to account for such arrangements. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendment is effective for reporting periods beginning after December 15, 2015 and may be applied on either a prospective or retrospective basis. Early adoption is permitted. We adopted this pronouncement effective January 1, 2016; the adoption did not have a material impact to our consolidated financial statements. In April 2015, the FASB issued guidance to simplify the balance sheet disclosure for debt issuance costs. Under the guidance, debt issuance costs related to a recognized debt liability will be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, in the same manner as debt discounts, rather than as an asset. The standard is effective for reporting periods beginning after December 15, 2015 and early adoption is permitted. We adopted this pronouncement effective January 1, 2016; the adoption did not have a material impact to our consolidated financial statements. In September 2015, the FASB issued accounting guidance to simplify the accounting for measurement period adjustments resulting from business combinations. Under the guidance, an acquirer will be required to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustments are determined. The guidance requires an entity to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment had been recognized as of the acquisition date. The standard is effective for reporting periods beginning after December 15, 2015. The amendments in this pronouncement should be applied prospectively, with earlier application permitted. We adopted this pronouncement effective January 1, 2016; the adoption did not have a material impact to our consolidated financial statements. Unadopted Accounting Pronouncements In May 2014, the FASB issued guidance for revenue recognition for contracts, superseding the previous revenue recognition requirements, along with most existing industry-specific guidance. The guidance requires an entity to review contracts in five steps: 1) identify the contract, 2) identify performance obligations, 3) determine the transaction price, 4) allocate the transaction price, and 5) recognize revenue. The new standard will result in enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenue arising from contracts with customers. In August 2015, the FASB issued guidance approving a one-year deferral, making the standard effective for reporting periods beginning after December 15, 2017, with early adoption permitted only for reporting periods beginning after December 15, 2016. In March 2016, the FASB issued guidance to clarify the implementation guidance on principal versus agent considerations for reporting revenue gross rather than net, with the same deferred effective date. In April 2016, the FASB issued guidance to clarify the implementation guidance on identifying performance obligations and the accounting for licenses of intellectual property, with the same deferred effective date. In May 2016, the FASB issued guidance rescinding SEC paragraphs related to revenue recognition, pursuant to two SEC Staff Announcements at the March 3, 2016 Emerging Issues Task Force meeting. In May 2016, the FASB also issued guidance to clarify the implementation guidance on assessing collectability, presentation of sales tax, noncash consideration, and contracts and contract modifications at transition, with the same effective date. We are currently evaluating the impact, if any, that this guidance will have on our consolidated financial statements. In August 2014, the FASB issued guidance for the disclosure of uncertainties about an entity’s ability to continue as a going concern. Under U.S. GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. Previously, there was no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. This was issued to provide guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. We are currently evaluating the impact, if any, that the adoption will have on our consolidated financial statements. In July 2015, the FASB issued guidance for the accounting for inventory. The main provisions are that an entity should measure inventory within the scope of this update at the lower of cost and net realizable value, except when inventory is measured using LIFO or the retail inventory method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In addition, the Board has amended some of the other guidance in Topic 330 to more clearly articulate the requirements for the measurement and disclosure of inventory. The amendments in this update for public business entities are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in this update should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently evaluating the impact, if any, that the adoption will have on our consolidated financial statements. In November 2015, the FASB issued accounting guidance to simplify the presentation of deferred taxes. Previously, U.S. GAAP required an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts. Under this guidance, deferred tax liabilities and assets will be classified as noncurrent amounts. The standard is effective for reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact, if any, that this new accounting pronouncement will have on its consolidated financial statements. In February 2016, the FASB issued guidance for accounting for leases. The guidance requires lessees to recognize assets and liabilities related to long-term leases on the balance sheet and expands disclosure requirements regarding leasing arrangements. The guidance is effective for reporting periods beginning after December 15, 2018 and early adoption is permitted. The guidance must be adopted on a modified retrospective basis and provides for certain practical expedients. We are currently evaluating the impact that this guidance will have on our consolidated financial statements. In March 2016, the FASB issued guidance simplifying the accounting for and financial statement disclosure of stock-based compensation awards. Under the guidance, all excess tax benefits and tax deficiencies related to stock-based compensation awards are to be recognized as income tax expenses or benefits in the income statement and excess tax benefits should be classified along with other income tax cash flows in the operating activities section of the statement of cash flows. Under the guidance, companies can also elect to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. In addition, the guidance amends some of the other stock-based compensation awards guidance to more clearly articulate the requirements and cash flow presentation for withholding shares for tax-withholding purposes. The guidance is effective for reporting periods beginning after December 15, 2016 and early adoption is permitted, though all amendments of the guidance must be adopted in the same period. The adoption of certain amendments of the guidance must be applied prospectively, and adoption of the remaining amendments must be applied either on a modified retrospective basis or retrospectively to all periods presented. We are currently evaluating the impact that this guidance will have on our consolidated financial statements. In March 2016, the FASB issued guidance to clarify the requirements for assessing whether contingent call or put options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. The amendments of this guidance are effective for reporting periods beginning after December 15, 2016, and early adoption is permitted. Entities are required to apply the guidance to existing debt instruments using a modified retrospective transition method as of beginning of the fiscal year of adoption. We are currently evaluating the impact that this guidance will have on our consolidated financial statements. We have evaluated all other issued and unadopted Accounting Standards Updates and believe the adoption of these standards will not have a material impact on our results of operations, financial position, or cash flows. |
Business and Summary of Signi16
Business and Summary of Significant Accounting Principles (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended March 31, 2016 2015 Net income (loss) $ (4,870,763) $ 4,107,001 Net income allocated to participating securities - (1,777,865) Numerator for basic income (loss) per share $ (4,870,763) $ 2,329,136 Incremental allocation of net income to participating securities - - Numerator adjustments for potential dilutive securities - - Numerator for diluted income (loss) per share $ (4,870,763) $ 2,329,136 Denominator for basic income (loss) per share weighted average outstanding common shares 125,951,100 125,951,100 Dilutive effect of stock options - - Dilutive effect of warrants - - Dilutive effect of convertible debt - - Denominator for diluted income (loss) per share 125,951,100 125,951,100 Basic and diluted earnings (loss) per share Basic $ (0.04) $ 0.02 Diluted $ (0.04) $ 0.02 |
Receivables (Tables)
Receivables (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts and other receivable, net consisted of the following: March 31, December 31, 2016 2015 Trade receivables $ 745,784 $ 460,763 Other receivables 938,045 650,230 1,683,829 1,110,993 Less allowance for doubtful accounts (109,377) (96,748) $ 1,574,452 $ 1,014,245 |
Other Intangible Assets (Tables
Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Our intangible assets as of March 31, 2016 and December 31, 2015 are as follows: March 31, December 31, 2016 2015 Trademarks $ 1,047,000 $ 1,047,000 Technology 2,355,000 2,355,000 Customer relationships 708,000 708,000 4,110,000 4,110,000 Less accumulated amortization (1,673,700) (1,596,606) $ 2,436,300 $ 2,513,394 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The Company had the following stock purchase warrants outstanding at March 31, 2016: Outstanding Exercise Expiration Date Classification 1,488,839 $ 0.60 April 2016 Equity 916,665 $ 0.50 April 2016 Equity 20,000 $ 0.40 June 2016 Equity 136,364 $ 0.66 February 2018 Equity 6,363,638 $ 0.75 February 2018 Equity 5,047,461 $ 0.65 December 2018 Equity 232,964 $ 0.65 December 2018 Equity 2,884,615 $ 0.52 March 2019 Liability 1,474,615 $ 0.52 March 2019 Liability 3,525,000 $ 0.52 June 2019 Liability 1,079,137 $ 0.70 February 2020 Equity 250,000 $ 0.70 February 2020 Equity 25,115,384 $ 0.52 March 2021 Liability 67,500,000 $ 0.52 June 2021 Liability 116,034,682 |
Schedule Of Share Based Compensation Expense [Table Text Block] | As of March 31, 2016, the Company only issued stock options under the Incentive Plans. Stock option terms were determined by the Board of Directors for each option grant, and options generally vested immediately upon grant or over a period of time ranging up to four years, were exercisable in whole or installments, and expired no longer than ten years from the date of grant. There were no stock options granted or exercised during the three month period ended March 31, 2016. As of March 31, 2016, there was approximately $0.4 million of total unrecognized compensation cost related to non-vested stock options, and that cost was expected to be recognized over a weighted-average period of 2.4 years. As a result of the cancellation of all outstanding stock options and the application of fresh start accounting as of the Effective Date (see Note 9 Subsequent Events Three Months Ended March 31, 2016 2015 Sales and marketing $ 13,545 $ 57,401 Research and development 4,944 21,896 General and administrative 21,042 255,095 $ 39,531 $ 334,392 |
Fair Value Measurements and D20
Fair Value Measurements and Disclosures (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Measurement Inputs, Disclosure [Table Text Block] | The following table represents the fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015. As of March 31, 2016 Description Level 1 Level 2 Level 3 Total Assets Investment in money market funds $ 362 $ - $ - $ 362 Total investment in money market funds $ 362 $ - $ - $ 362 Liabilities Embedded conversion options $ - $ - $ - $ - Stock purchase warrants - - - - Total derivative liabilities $ - $ - $ - $ - As of December 31, 2015 Description Level 1 Level 2 Level 3 Total Assets Investment in money market funds $ 614,283 - $ 614,283 Total investment in money market funds $ 614,283 $ - $ - $ 614,283 Liabilities Embedded conversion options $ - $ - $ - $ - Stock purchase warrants - - - - Total derivative liabilities $ - $ - $ - $ - |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | The following tables set forth a summary of changes in the fair value of Level 3 liabilities measured at fair value on a recurring basis for the quarter ended March 31, 2015: Description Balance at Change in Balance at Derivative liabilities: Embedded conversion options $ 4,362,225 $ 1,378,013 $ 5,740,238 Stock purchase warrants 25,484,596 (9,743,891) 15,740,705 |
Business and Summary of Signi21
Business and Summary of Significant Accounting Principles (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net income (loss) | $ (4,870,763) | $ 4,107,001 |
Net income allocated to participating securities | 0 | (1,777,865) |
Numerator for basic income (loss) per share | (4,870,763) | 2,329,136 |
Incremental allocation of net income to participating securities | 0 | 0 |
Numerator adjustments for potential dilutive securities | 0 | 0 |
Numerator for diluted income (loss) per share | $ (4,870,763) | $ 2,329,136 |
Denominator for basic income (loss) per share weighted average outstanding common shares | 125,951,100 | 125,951,100 |
Dilutive effect of stock options | 0 | 0 |
Dilutive effect of warrants | 0 | 0 |
Dilutive effect of convertible debt | 0 | 0 |
Denominator for diluted income (loss) per share | 125,951,100 | 125,951,100 |
Basic and diluted earnings (loss) per share | ||
Basic | $ (0.04) | $ 0.02 |
Diluted | $ (0.04) | $ 0.02 |
Business and Summary of Signi22
Business and Summary of Significant Accounting Principles (Details Textual) - USD ($) | May 05, 2016 | Dec. 04, 2015 | Aug. 11, 2015 | Apr. 25, 2016 | Jan. 26, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 28, 2016 | Jan. 07, 2016 | Dec. 18, 2015 | Oct. 01, 2015 |
Plan of Reorganization, Date Plan Filed | Jan. 26, 2016 | ||||||||||||
Plan of Reorganization, Date Plan Confirmed | Apr. 25, 2016 | ||||||||||||
Plan of Reorganization, Date Plan is Effective | May 5, 2016 | ||||||||||||
Allowance for Doubtful Accounts Receivable | $ 109,000 | $ 97,000 | |||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 199,266,489 | 201,809,265 | |||||||||||
Long-term Debt | $ 40,800,000 | ||||||||||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 685,483 | 922,317 | |||||||||||
Deferred Revenue | 1,000,000 | ||||||||||||
License and Services Revenue | $ 3,000,000 | ||||||||||||
Medical Device Excise Tax Percentage | 2.30% | ||||||||||||
Compensating Balance, Amount | $ 500,000 | ||||||||||||
Inventory Valuation Reserves | $ 58,000 | 58,000 | |||||||||||
Restructuring Charges | 2,700,000 | ||||||||||||
Impairment of Intangible Assets, Finite-lived | $ 1,000,000 | ||||||||||||
Remaining Accrual For Business Exit Costs | 151,000 | ||||||||||||
Severance Costs | 500,000 | ||||||||||||
Deferred Licensing Revenue | 101,000 | $ 101,000 | |||||||||||
Interest Payable, Current | $ 32,877 | $ 3,143,470 | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||||||
FDIC Insurance Limit | $ 250,000 | ||||||||||||
Restructuring and Related Cost, Number of Positions Eliminated, Period Percent | 22.00% | 30.00% | |||||||||||
Restructuring and Related Cost, Incurred Cost | 700,000 | ||||||||||||
Payments for Restructuring | 900,000 | ||||||||||||
Accounts Payable and Accrued Liabilities | $ 1,800,000 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||||
Non United State [Member] | |||||||||||||
Percentage Of Product Sales | 14.00% | 10.00% | |||||||||||
Subsequent Event [Member] | |||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||||||
Preferred Stock, Shares Issued | 29,038 | ||||||||||||
Billed Revenues [Member] | |||||||||||||
Deferred Revenue | $ 100,000 | ||||||||||||
Licensing Agreements [Member] | |||||||||||||
Deferred Revenue | $ 900,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Inventory Shelf Life | 18 months | ||||||||||||
Maximum [Member] | |||||||||||||
Inventory Shelf Life | 5 years | ||||||||||||
Realignment Plan [Member] | |||||||||||||
Severance Costs | $ 900,000 | ||||||||||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||||||||||
Concentration Risk, Percentage | 73.00% | 90.00% | |||||||||||
Federal Deposit Insurance Corporation [Member] | |||||||||||||
Cash, Uninsured Amount | $ 424,000 | ||||||||||||
Deerfield Facility Agreement [Member] | |||||||||||||
Compensating Balance, Amount | $ 5,000,000 | $ 5,000,000 | |||||||||||
Interest Payable, Current | $ 2,600,000 | ||||||||||||
Modified Minimum Cash Balance | $ 500,000 | ||||||||||||
Deerfield Facility Agreement [Member] | Senior Notes [Member] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | ||||||||||||
Short-term Debt | $ 2,500,000 | ||||||||||||
Deerfield Facility Agreement [Member] | Series A Preferred Stock [Member] | |||||||||||||
Preferred Stock, Shares Issued | 29,038 | ||||||||||||
Arthrex [Member] | Accounts Receivable [Member] | |||||||||||||
Concentration Risk, Percentage | 58.00% | ||||||||||||
Vibra Healthcare [Member] | Accounts Receivable [Member] | |||||||||||||
Concentration Risk, Percentage | 10.00% |
Distribution, Licensing and C23
Distribution, Licensing and Collaboration Arrangements (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2015 | Dec. 31, 2013 | Mar. 22, 2016 | |
Arthrex Distributor And License Agreement [Line Items] | |||
Proceeds from License Fees Received | $ 5,000,000 | ||
Millennia Holdings, Inc [Member] | |||
Arthrex Distributor And License Agreement [Line Items] | |||
Payments for Terminated Licenses | $ 1,500,000 | ||
Rohto Pharmaceutical Co., Ltd [Member] | |||
Arthrex Distributor And License Agreement [Line Items] | |||
Proceeds from License Fees Received | $ 3,000,000 | ||
Restorix Agreement [Member] | |||
Arthrex Distributor And License Agreement [Line Items] | |||
Current Product Price | $ 700 |
Receivables (Details)
Receivables (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Accounts Receivable, Gross, Current | $ 1,683,829 | $ 1,110,993 |
Less allowance for doubtful accounts | (109,377) | (96,748) |
Accounts and Other Receivables, Net, Current | 1,574,452 | 1,014,245 |
Trade Receivables [Member] | ||
Accounts Receivable, Gross, Current | 745,784 | 460,763 |
Other Receivables [Member] | ||
Accounts Receivable, Gross, Current | $ 938,045 | $ 650,230 |
Other Intangible Assets (Detail
Other Intangible Assets (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Total | $ 4,110,000 | $ 4,110,000 |
Less accumulated amortization | (1,673,700) | (1,596,606) |
Intangible assets, net | 2,436,300 | 2,513,394 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-Lived Intangible Assets, Gross | 1,047,000 | 1,047,000 |
Technology [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-Lived Intangible Assets, Gross | 2,355,000 | 2,355,000 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Finite-Lived Intangible Assets, Gross | $ 708,000 | $ 708,000 |
Other Intangible Assets (Deta26
Other Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2014 | |
Trademarks [Member] | |||
Goodwill and Other Intangible Assets [Line Items] | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 1,000,000 | ||
Royalty Expense [Member] | |||
Goodwill and Other Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $ 39,000 | $ 38,000 |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jan. 28, 2016 | Mar. 31, 2016 | Dec. 31, 2014 | Mar. 09, 2016 | Jan. 26, 2016 | Jan. 07, 2016 | Dec. 31, 2015 | Dec. 18, 2015 | |
Debt Conversion [Line Items] | ||||||||
Debt Discount Convertible Debt | $ 34,800,000 | |||||||
Compensating Balance, Amount | $ 500,000 | |||||||
Interest Payable, Current | $ 32,877 | $ 3,143,470 | ||||||
DIP Credit Agreement [Member] | ||||||||
Debt Conversion [Line Items] | ||||||||
Debt, Current | 5,750,000 | $ 38,300,000 | ||||||
Common Stock [Member] | ||||||||
Debt Conversion [Line Items] | ||||||||
Stock Issued During Period, Shares, Other | 2,709,677 | |||||||
Stock Issued During Period, Value, Other | $ 1,100,000 | |||||||
Deerfield Facility Agreement [Member] | ||||||||
Debt Conversion [Line Items] | ||||||||
Debt Instrument, Maturity Date | Mar. 31, 2019 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 97,614,999 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.52 | |||||||
Equity Raising Transaction Proceeds Percentage Applied For Redemption | 35.00% | |||||||
Put Options Amount Exempt | $ 10,000,000 | |||||||
Debt Instrument, Redemption Price, Percentage | 33.33% | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 35,000,000 | |||||||
Compensating Balance, Amount | 5,000,000 | $ 5,000,000 | ||||||
Interest Payable, Current | $ 2,600,000 | |||||||
Modified Minimum Cash Balance | $ 500,000 | |||||||
DIP Loans [Member] | ||||||||
Debt Conversion [Line Items] | ||||||||
Proceeds from Issuance of Debt | 2.5 | |||||||
Payments of Debt Issuance Costs | 183,000 | |||||||
Debt Issuance Costs, Gross | $ 278,000 | |||||||
DIP Loans [Member] | Deerfield Facility Agreement [Member] | ||||||||
Debt Conversion [Line Items] | ||||||||
Percentage Of Lenders Of Existing Debt | 100.00% | |||||||
Senior Loans [Member] | Deerfield Facility Agreement [Member] | ||||||||
Debt Conversion [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6 |
Equity (Details)
Equity (Details) | 3 Months Ended | |
Mar. 31, 2016$ / sharesshares | ||
Class of Warrant or Right, Outstanding | 116,034,682 | |
Stock Purchase Warrants [Member] | ||
Class of Warrant or Right, Outstanding | 1,488,839 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | |
Warrant Expiration Date | April 2,016 | |
Class of Warrant or Right, Title of Security Warrants or Rights Outstanding | Equity | |
Stock Purchase Warrants One [Member] | ||
Class of Warrant or Right, Outstanding | 916,665 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.50 | |
Warrant Expiration Date | April 2,016 | |
Class of Warrant or Right, Title of Security Warrants or Rights Outstanding | Equity | |
Stock Purchase Warrants Two [Member] | ||
Class of Warrant or Right, Outstanding | 20,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.40 | |
Warrant Expiration Date | June 2,016 | |
Class of Warrant or Right, Title of Security Warrants or Rights Outstanding | Equity | |
Stock Purchase Warrants Three [Member] | ||
Class of Warrant or Right, Outstanding | 136,364 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.66 | |
Warrant Expiration Date | February 2,018 | |
Class of Warrant or Right, Title of Security Warrants or Rights Outstanding | Equity | |
Stock Purchase Warrants Four [Member] | ||
Class of Warrant or Right, Outstanding | 6,363,638 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.75 | |
Warrant Expiration Date | February 2,018 | |
Class of Warrant or Right, Title of Security Warrants or Rights Outstanding | Equity | |
Stock Purchase Warrants Five [Member] | ||
Class of Warrant or Right, Outstanding | 5,047,461 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.65 | |
Warrant Expiration Date | December 2,018 | |
Class of Warrant or Right, Title of Security Warrants or Rights Outstanding | Equity | [1] |
Stock Purchase Warrants Six [Member] | ||
Class of Warrant or Right, Outstanding | 232,964 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.65 | |
Warrant Expiration Date | December 2,018 | |
Class of Warrant or Right, Title of Security Warrants or Rights Outstanding | Equity | |
Stock Purchase Warrants Seven [Member] | ||
Class of Warrant or Right, Outstanding | 2,884,615 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.52 | |
Warrant Expiration Date | March 2,019 | |
Class of Warrant or Right, Title of Security Warrants or Rights Outstanding | Liability | |
Stock Purchase Warrants Eight [Member] | ||
Class of Warrant or Right, Outstanding | 1,474,615 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.52 | |
Warrant Expiration Date | March 2,019 | |
Class of Warrant or Right, Title of Security Warrants or Rights Outstanding | Liability | |
Stock Purchase Warrants Nine [Member] | ||
Class of Warrant or Right, Outstanding | 3,525,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.52 | |
Warrant Expiration Date | June 2,019 | |
Class of Warrant or Right, Title of Security Warrants or Rights Outstanding | Liability | |
Stock Purchase Warrants Ten [Member] | ||
Class of Warrant or Right, Outstanding | 1,079,137 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.70 | |
Warrant Expiration Date | February 2,020 | |
Class of Warrant or Right, Title of Security Warrants or Rights Outstanding | Equity | |
Stock Purchase Warrants Eleven [Member] | ||
Class of Warrant or Right, Outstanding | 250,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.70 | |
Warrant Expiration Date | February 2,020 | |
Class of Warrant or Right, Title of Security Warrants or Rights Outstanding | Equity | |
Stock Purchase Warrants Twelve [Member] | ||
Class of Warrant or Right, Outstanding | 25,115,384 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.52 | |
Warrant Expiration Date | March 2,021 | |
Class of Warrant or Right, Title of Security Warrants or Rights Outstanding | Liability | |
Stock Purchase Warrants Thirteen [Member] | ||
Class of Warrant or Right, Outstanding | 67,500,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.52 | |
Warrant Expiration Date | June 2,021 | |
Class of Warrant or Right, Title of Security Warrants or Rights Outstanding | Liability | |
[1] | These warrants were reclassified to additional paid-in capital as a result of the expiration of non-standard anti-dilution clauses contained within the warrants. |
Equity (Details 1)
Equity (Details 1) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation | $ 39,531 | $ 334,392 |
Sales and marketing [Member] | ||
Share-based Compensation | 13,545 | 57,401 |
Research and development [Member] | ||
Share-based Compensation | 4,944 | 21,896 |
General and administrative [Member] | ||
Share-based Compensation | $ 21,042 | $ 255,095 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2014 | Feb. 28, 2013 | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 09, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||||
Common Stock, Shares Authorized | 425,000,000 | 425,000,000 | |||
Authorized Shares, Common And Preferred | 440,000,000 | ||||
Preferred Stock, Shares Authorized | 15,000,000 | ||||
Common Stock, Shares, Issued | 125,680,100 | 125,680,100 | |||
Private Placement [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Proceeds from Issuance of Private Placement | $ 2,000,000 | ||||
Stock Issued During Period, Shares, New Issues | 3,846,154 | ||||
Derivative Liability | $ 1,100,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.52 | ||||
March 2014 Equity Offering [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Payments of Stock Issuance Costs | $ 136,000 | ||||
Long Term Incentive Plan [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 10,500,000 | ||||
Equity Incentive Plan [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 18,410,940 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 18,000,000 | ||||
Lincoln Park [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Common Stock Capital Shares Reserved For Future Issuance Value | $ 15,000,000 | ||||
Shares Issuable Under Purchase Agreements | 150,000 | ||||
Increase In Shares Issuable Under Purchase Agreements | 200,000 | ||||
Minimum Closing Sale Price Per Share | $ 1 | ||||
Shares Issued In Private Placement Maximum Percentage | 9.99% | ||||
Proceeds from Issuance of Common Stock | $ 2,400,000 | ||||
Condition for Purchase by Accredited Investor Minimum Share Price | $ 0.45 | ||||
Shares, Issued | 5,250,000 | ||||
Common Stock, Shares, Issued | 434,126 | ||||
March 2014 Warrant [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,884,615 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.52 |
Fair Value Measurements and D31
Fair Value Measurements and Disclosures (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investment in money market funds | $ 362 | $ 614,283 |
Total investment in money market funds | 362 | 614,283 |
Embedded conversion options | 0 | 0 |
Stock purchase warrants | 0 | 0 |
Total derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investment in money market funds | 362 | 614,283 |
Total investment in money market funds | 362 | 614,283 |
Embedded conversion options | 0 | 0 |
Stock purchase warrants | 0 | 0 |
Total derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investment in money market funds | 0 | 0 |
Total investment in money market funds | 0 | 0 |
Embedded conversion options | 0 | 0 |
Stock purchase warrants | 0 | 0 |
Total derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investment in money market funds | 0 | 0 |
Total investment in money market funds | 0 | 0 |
Embedded conversion options | 0 | 0 |
Stock purchase warrants | 0 | 0 |
Total derivative liabilities | $ 0 | $ 0 |
Fair Value Measurements and D32
Fair Value Measurements and Disclosures (Details 1) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Stock purchase warrants [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Balance | $ 25,484,596 |
Change in Fair Value | 15,740,705 |
Balance | (9,743,891) |
Embedded conversion options [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Balance | 4,362,225 |
Change in Fair Value | 5,740,238 |
Balance | $ 1,378,013 |
Fair Value Measurements and D33
Fair Value Measurements and Disclosures (Details Textual) - USD ($) | 1 Months Ended | |||
Jun. 30, 2014 | Feb. 28, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Time Deposits, at Carrying Value | $ 53,000 | |||
Time Deposits Annual Interest Rate | 0.10% | |||
Time Deposits Maturity Date | Oct. 24, 2016 | |||
Convertible Debt, Fair Value Disclosures | $ 25,400,000 | |||
Intangible Assets, Net (Excluding Goodwill), Total | 2,436,300 | $ 2,513,394 | ||
Trademarks [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Goodwill, Impairment Loss | $ 1,000,000 | |||
In Process Research and Development [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Intangible Assets, Net (Excluding Goodwill), Total | $ 2,436,300 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) | 3 Months Ended | ||
Mar. 31, 2016USD ($)ft²shares | Jun. 30, 2012USD ($)shares | Jul. 31, 2009USD ($) | |
Commitments and Contingencies [Line Items] | |||
Common Stock, Shares to be Issued | shares | 325,000 | ||
Common Stock Shares Issuable | shares | 271,000 | ||
Operating Lease, Gross Revenue Of Contingent Rent | $ 10,000,000 | ||
December 31, 2018 [Member] | |||
Commitments and Contingencies [Line Items] | |||
Operating Leases, Future Minimum Payments Due | $ 13,000 | ||
Maryland [Member] | Letter of Credit [Member] | |||
Commitments and Contingencies [Line Items] | |||
Letters of Credit Outstanding, Amount | $ 50,000 | ||
Gaithersburg, Maryland [Member] | |||
Commitments and Contingencies [Line Items] | |||
Operating Leases, Area | ft² | 12,000 | ||
Durham, North Carolina [Member] | |||
Commitments and Contingencies [Line Items] | |||
Operating Leases, Area | ft² | 16,300 | ||
Durham, North Carolina [Member] | December 31, 2018 [Member] | |||
Commitments and Contingencies [Line Items] | |||
Operating Leases, Future Minimum Payments Due | $ 20,000 | ||
Nashville, Tennessee facility lease [Member] | |||
Commitments and Contingencies [Line Items] | |||
Operating Leases, Area | ft² | 2,100 | ||
Nashville, Tennessee facility lease [Member] | April 30, 2018 [Member] | |||
Commitments and Contingencies [Line Items] | |||
Operating Leases, Future Minimum Payments Due | $ 4,000 | ||
Gaithersburg, Maryland (Lease Facility 1) [Member] | September 2019 [Member] | |||
Commitments and Contingencies [Line Items] | |||
Operating Leases, Future Minimum Payments Due | 13,000 | ||
Gaithersburg, Maryland (Lease Facility 2) [Member] | September 2019 [Member] | |||
Commitments and Contingencies [Line Items] | |||
Operating Leases, Future Minimum Payments Due | $ 4,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | May 05, 2016 | Oct. 28, 2016 | Jul. 31, 2016 | Jun. 20, 2016 | Aug. 31, 2016 | Mar. 31, 2016 | Jan. 26, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||||||
Preferred Stock, Shares Authorized | 15,000,000 | |||||||
Scenario, Forecast [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 105,000 | |||||||
Repayments of Related Party Debt | $ 201,200 | |||||||
Debt Instrument, Periodic Payment | $ 33,333.33 | |||||||
Series A Preferred Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||
Common Stock [Member] | Scenario, Forecast [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,310,000 | |||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||
Common Stock, Conversion Basis | at a rate of one share of New Common Stock for every 41.8934 shares of Old Common Stock held by such holders | |||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Preferred Stock, Shares Authorized | 29,038 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||
Preferred Stock, Liquidation Preference, Value | $ 29,038,000 | |||||||
Preferred Stock, Voting Rights | one percent (1%) of the voting rights of the capital stock of the Company | |||||||
Preferred Stock, Shares Issued | 29,038 | |||||||
Subsequent Event [Member] | Backstop Commitment [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Value Of Shares Committed To Purchase | $ 3,000,000 | |||||||
Subsequent Event [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 7,500,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||||||
Stock Issued During Period, Value, New Issues | $ 7,052,500 | |||||||
Proceeds from Issuance of Common Stock | $ 7,300,000 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,180,000 | |||||||
Warrant Expiration Date | May 5, 2021 | |||||||
Number Of Shares Commited To Issue | 3,000,000 | |||||||
Payments of Stock Issuance Costs | $ 100,000 | |||||||
Conversion of Stock, Shares Issued | 200,000 | |||||||
Recapitalization Costs | $ 250,000 | |||||||
Subsequent Event [Member] | Common Stock [Member] | Backstop Commitment [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number Of Shares Commited To Purchase | 12,800,000 | |||||||
Subsequent Event [Member] | Exchange Shares [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 2,264,612 | |||||||
Subsequent Event [Member] | Administrative Claim Shares [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 162,500 | |||||||
Stock Issued During Period Shares Share Based Compensation | 100,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 62,500 | |||||||
Debt Conversion, Original Debt, Amount | $ 62,500 | |||||||
Subsequent Event [Member] | Maximum [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||
Subsequent Event [Member] | Minimum [Member] | Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | |||||||
Boyalife Distribution Agreement [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Exchange Payment To Be Made In Excercisable Of Contract | $ 250,000 | |||||||
License Fee Payment Description | (a) $500,000 within 90 days of approval of the Aurix Products by the China Food and Drug Administration (CFDA), but no earlier than December 31, 2018, and (b) a distribution fee per wound dressing kit and reagent kit of $40, payable quarterly | |||||||
License Agreement Term | 5 years |