Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 07, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | NUO THERAPEUTICS, INC. | |
Entity Central Index Key | 1,091,596 | |
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 ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 3,878,853 | |
Restricted cash | 53,489 | |
Accounts and other receivable, net | 906,650 | $ 1,014,245 |
Inventory, net | 48,225 | |
Prepaid expenses and other current assets | 729,054 | |
Total current assets | 5,616,271 | |
Property and equipment, net | 691,082 | |
Deferred costs and other assets | 308,938 | |
Intangible assets, net | 8,053,425 | |
Goodwill | 2,079,284 | 0 |
Total assets | 16,749,000 | |
Current liabilities | ||
Accounts payable | 498,288 | |
Accrued expenses and liabilities | 1,212,382 | |
Accrued interest | 0 | |
Deferred revenue, current portion | 0 | |
Convertible debt subject to put rights | 0 | |
Total current liabilities | 1,710,670 | |
Non-current liabilities not subject to compromise | ||
Deferred revenue | 0 | |
Other liabilities | 143,191 | |
Total liabilities | 1,853,861 | |
Commitments and contingencies (Note 10) | ||
Predecessor conditionally redeemable common stock, 909,091 issued and outstanding | 0 | |
Stockholders' equity (deficit) | ||
common stock | 993 | 0 |
preferred stock | 3 | 0 |
Common stock issuable | 0 | |
Additional paid-in capital | 18,105,659 | |
Accumulated deficit | (3,211,516) | |
Total stockholders' equity (deficit) | 14,895,139 | |
Total liabilities and stockholders' equity (deficit) | 16,749,000 | |
Predecessor [Member] | ||
Current assets | ||
Cash and cash equivalents | 922,317 | |
Restricted cash | 53,449 | |
Accounts and other receivable, net | 1,014,245 | |
Inventory, net | 254,385 | |
Prepaid expenses and other current assets | 804,508 | |
Total current assets | 3,048,904 | |
Property and equipment, net | 1,115,214 | |
Deferred costs and other assets | 396,233 | |
Intangible assets, net | 2,513,394 | |
Goodwill | 0 | |
Total assets | 7,073,745 | |
Current liabilities | ||
Accounts payable | 1,066,766 | |
Accrued expenses and liabilities | 2,453,255 | |
Accrued interest | 3,143,470 | |
Deferred revenue, current portion | 523,900 | |
Convertible debt subject to put rights | 35,000,000 | |
Total current liabilities | 42,187,391 | |
Non-current liabilities not subject to compromise | ||
Deferred revenue | 637,097 | |
Other liabilities | 307,058 | |
Total liabilities | 43,131,546 | |
Commitments and contingencies (Note 10) | ||
Predecessor conditionally redeemable common stock, 909,091 issued and outstanding | 500,000 | |
Stockholders' equity (deficit) | ||
common stock | $ 0 | 12,477 |
Common stock issuable | 392,950 | |
Additional paid-in capital | 125,956,728 | |
Accumulated deficit | (162,919,956) | |
Total stockholders' equity (deficit) | (36,557,801) | |
Total liabilities and stockholders' equity (deficit) | $ 7,073,745 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Temporary equity, shares issued | 909,091 | |
Temporary equity, shares outstanding | 909,091 | |
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, authorized | 31,500,000 | 31,500,000 |
Common stock, issued | 9,927,112 | 9,927,112 |
Common stock, outstanding | 9,927,112 | 9,927,112 |
Preferred stock, par or stated value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 29,038 | 29,038 |
Preferred stock, shares outstanding | 29,038 | 29,038 |
Preferred Stock, Liquidation Preference, Value | $ 29,038,000 | |
Predecessor [Member] | ||
Temporary equity, shares issued | 909,091 | |
Temporary equity, shares outstanding | 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 | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | May 04, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue | |||||
Product sales | $ 139,000 | $ 247,890 | |||
License fees | 0 | 0 | |||
Royalties | 37,773 | 63,740 | |||
Total revenue | 176,773 | 311,630 | |||
Costs of revenue | |||||
Costs of sales | 277,603 | 453,416 | |||
Costs of license fees | 0 | 0 | |||
Costs of royalties | 0 | 0 | |||
Total costs of revenue | 277,603 | 453,416 | |||
Gross profit (loss) | (100,830) | (141,786) | |||
Operating expenses | |||||
Sales and marketing | 331,636 | 568,950 | |||
Research and development | 323,455 | 547,824 | |||
General and administrative | 1,099,915 | 1,702,732 | |||
Impairment of intangible assets and goodwill | 0 | $ 0 | 0 | ||
Total operating expenses | 1,755,006 | 2,819,506 | |||
Loss from operations | (1,855,836) | (2,961,292) | |||
Other income (expense) | |||||
Interest, net | (1,059) | (1,168) | |||
Change in fair value of derivative liabilities | 0 | 0 | |||
Other | 55,371 | 75,495 | |||
Reorganization items, net | (115,149) | (324,551) | |||
Total other income (expense) | (60,837) | (250,224) | |||
Income (loss) before provision for income taxes | (1,916,673) | (3,211,516) | |||
Provision for income taxes | 0 | 0 | |||
Net loss | $ (1,916,673) | $ (3,211,516) | |||
Basic and diluted loss per share | |||||
Basic | $ (0.19) | $ (0.33) | |||
Diluted | $ (0.19) | $ (0.33) | |||
Weighted average shares outstanding | |||||
Basic | 9,927,112 | 9,876,605 | |||
Diluted | 9,927,112 | 9,876,605 | |||
Predecessor [Member] | |||||
Revenue | |||||
Product sales | $ 1,633,464 | 922,608 | $ 5,272,073 | ||
License fees | 100,594 | 139,534 | 3,301,783 | ||
Royalties | 435,146 | 670,079 | 1,327,706 | ||
Total revenue | 2,169,204 | 1,732,221 | 9,901,562 | ||
Costs of revenue | |||||
Costs of sales | 1,557,420 | 829,095 | 5,176,715 | ||
Costs of license fees | 0 | 0 | 1,500,000 | ||
Costs of royalties | 42,653 | 54,543 | 130,492 | ||
Total costs of revenue | 1,600,073 | 883,638 | 6,807,207 | ||
Gross profit (loss) | 569,131 | 848,583 | 3,094,355 | ||
Operating expenses | |||||
Sales and marketing | 1,582,682 | 833,943 | 5,187,911 | ||
Research and development | 515,163 | 554,586 | 1,847,497 | ||
General and administrative | 1,989,212 | 2,307,009 | 7,384,659 | ||
Impairment of intangible assets and goodwill | 23,740,963 | 0 | 23,740,963 | ||
Total operating expenses | 27,828,020 | 3,695,538 | 38,161,030 | ||
Loss from operations | (27,258,889) | (2,846,955) | (35,066,675) | ||
Other income (expense) | |||||
Interest, net | (967,013) | (252,956) | (2,746,588) | ||
Change in fair value of derivative liabilities | 14,399,884 | 0 | 27,248,891 | ||
Other | 1,952 | 2,495 | (13,164) | ||
Reorganization items, net | 0 | 31,271,350 | 0 | ||
Total other income (expense) | 13,434,823 | 31,020,889 | 24,489,139 | ||
Income (loss) before provision for income taxes | (13,824,066) | 28,173,934 | (10,577,536) | ||
Provision for income taxes | 4,921 | 0 | 14,688 | ||
Net loss | $ (13,828,987) | $ 28,173,934 | $ (10,592,224) | ||
Basic and diluted loss per share | |||||
Basic | $ (0.11) | $ 0.22 | $ (0.08) | ||
Diluted | $ (0.11) | $ 0.15 | $ (0.08) | ||
Weighted average shares outstanding | |||||
Basic | 125,951,100 | 125,951,100 | 125,951,100 | ||
Diluted | 125,951,100 | 193,258,792 | 125,951,100 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | May 04, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income (loss) | $ (1,916,673) | $ (3,211,516) | |||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Non-cash interest expense | 0 | ||||||
Non-cash gain on reorganization | 0 | ||||||
Change in fair value of derivative liabilities | 0 | 0 | |||||
Impairment of intangible assets and goodwill | 0 | $ 0 | 0 | ||||
Stock-based compensation | 0 | 0 | |||||
Depreciation and amortization | 518,209 | ||||||
Non cash debtor-in-possession note payable debt issuance costs | |||||||
Deferred income tax provision | 0 | ||||||
Increase in allowance for uncollectible accounts | 1,651 | ||||||
Increase in allowance for inventory obsolescence | 2,308 | ||||||
Change in operating assets and liabilities: | |||||||
Accounts and other receivable | 380,144 | ||||||
Inventory | 5,815 | ||||||
Prepaid expenses and other current assets | (133,514) | ||||||
Other assets | 46,803 | ||||||
Accounts payable | (2,378,882) | ||||||
Accrued expenses and liabilities | (1,681,926) | ||||||
Accrued interest | 0 | ||||||
Deferred revenue | 0 | ||||||
Other liabilities | (28,422) | ||||||
Net cash used in operating activities | (6,479,330) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Changes in restricted cash | (26) | ||||||
Property and equipment acquisitions | 0 | ||||||
Proceeds from sale of equipment | 0 | ||||||
Net cash used in investing activities | (26) | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Proceeds from issuance of common and preferred stock, net of issuance costs | 0 | ||||||
Proceeds from issuance of debtor-in-possession note payable, net of issuance costs | 0 | ||||||
Net cash provided by financing activities | 0 | ||||||
Net increase (decrease) in cash and cash equivalents | (6,479,356) | ||||||
Cash and cash equivalents, beginning of period | 10,358,209 | ||||||
Cash and cash equivalents, end of period | 3,878,853 | 10,358,209 | 3,878,853 | $ 3,878,853 | |||
Supplemental cash flow information | |||||||
Interest expense paid in cash | 1,241 | ||||||
Cash flows related to reorganization items, net | $ 1,507,863 | 1,507,863 | 1,507,863 | ||||
Non-cash financing and investing activities | |||||||
Stock Issued | 217,936 | ||||||
Issuance of preferred stock to settle debt | 8,288,719 | ||||||
Investor [Member] | |||||||
Non-cash financing and investing activities | |||||||
Stock Issued | 226 | ||||||
Predecessor [Member] | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income (loss) | $ (13,828,987) | 28,173,934 | $ (10,592,224) | $ (52,808,108) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Non-cash interest expense | 0 | 1,198,352 | |||||
Non-cash gain on reorganization | (34,869,565) | 0 | |||||
Change in fair value of derivative liabilities | (14,399,884) | 0 | (27,248,891) | ||||
Impairment of intangible assets and goodwill | 23,740,963 | 0 | 23,740,963 | ||||
Stock-based compensation | 134,603 | 55,081 | 657,318 | 657,318 | |||
Depreciation and amortization | 289,360 | 532,714 | |||||
Non cash debtor-in-possession note payable debt issuance costs | 278,303 | 0 | |||||
Deferred income tax provision | 0 | 14,688 | |||||
Increase in allowance for uncollectible accounts | 0 | 37,642 | |||||
Increase in allowance for inventory obsolescence | 0 | 13,240 | |||||
Change in operating assets and liabilities: | |||||||
Accounts and other receivable | (274,200) | (373,695) | |||||
Inventory | 106,108 | (60,427) | |||||
Prepaid expenses and other current assets | 194,835 | 756,130 | |||||
Other assets | (61,427) | (43,803) | |||||
Accounts payable | 2,024,959 | 632,158 | |||||
Accrued expenses and liabilities | 1,159,737 | (2,274,239) | |||||
Accrued interest | 172,651 | 1,567,751 | |||||
Deferred revenue | (261,075) | (119,489) | |||||
Other liabilities | (76,992) | (89,560) | |||||
Net cash used in operating activities | (3,088,291) | (11,651,372) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Changes in restricted cash | (14) | 0 | |||||
Property and equipment acquisitions | 0 | (270,817) | |||||
Proceeds from sale of equipment | 0 | 29,497 | |||||
Net cash used in investing activities | (14) | (241,320) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||
Proceeds from issuance of common and preferred stock, net of issuance costs | 7,052,500 | 0 | |||||
Proceeds from issuance of debtor-in-possession note payable, net of issuance costs | 5,471,697 | 0 | |||||
Net cash provided by financing activities | 12,524,197 | 0 | |||||
Net increase (decrease) in cash and cash equivalents | 9,435,892 | (11,892,692) | |||||
Cash and cash equivalents, beginning of period | 922,317 | $ 10,358,209 | $ 922,317 | 15,946,425 | 15,946,425 | ||
Cash and cash equivalents, end of period | 4,053,733 | 10,358,209 | 4,053,733 | $ 922,317 | |||
Supplemental cash flow information | |||||||
Interest expense paid in cash | 78,822 | 0 | |||||
Cash flows related to reorganization items, net | $ 0 | 1,839,560 | 0 | ||||
Non-cash financing and investing activities | |||||||
Stock Issued | 0 | 0 | |||||
Issuance of preferred stock to settle debt | 0 | 0 | |||||
Predecessor [Member] | Investor [Member] | |||||||
Non-cash financing and investing activities | |||||||
Stock Issued | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Investor [Member] | Redeemable Common Stock [Member] | Redeemable Common Stock [Member]Investor [Member] | Common Stock [Member] | Common Stock [Member]Investor [Member] | Preferred Stock [Member] | Preferred Stock [Member]Investor [Member] | Common Stock Issuable [Member] | Common Stock Issuable [Member]Investor [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Investor [Member] | Retained Earnings [Member] |
Balance (Predecessor [Member]) at Dec. 31, 2014 | $ 15,467,552 | $ 500,000 | $ 12,477 | $ 0 | $ 392,950 | $ 125,173,973 | $ (110,111,848) | ||||||
Balance (in shares) (Predecessor [Member]) at Dec. 31, 2014 | 125,680,100 | 0 | |||||||||||
Stock-based compensation related to stock options and warrants issued for service rendered | Predecessor [Member] | 782,755 | 0 | $ 0 | $ 0 | 0 | 782,755 | 0 | ||||||
Net income (loss) | Predecessor [Member] | (52,808,108) | 0 | 0 | 0 | 0 | 0 | (52,808,108) | ||||||
Balance (Predecessor [Member]) at Dec. 31, 2015 | (36,557,801) | 500,000 | $ 12,477 | $ 0 | 392,950 | 125,956,728 | (162,919,956) | ||||||
Balance (in shares) (Predecessor [Member]) at Dec. 31, 2015 | 125,680,100 | 0 | |||||||||||
Stock-based compensation related to stock options and warrants issued for service rendered | Predecessor [Member] | 55,081 | 0 | $ 0 | $ 0 | 0 | 55,081 | 0 | ||||||
Elimination of Predecessor Company equity | Predecessor [Member] | 8,328,786 | (500,000) | $ (12,477) | $ 0 | (392,950) | (126,011,809) | 134,746,022 | ||||||
Elimination of Predecessor Company equity (in shares) | Predecessor [Member] | (125,680,100) | 0 | |||||||||||
Issuance of Successor Company preferred stock | Predecessor [Member] | 8,288,719 | 0 | $ 0 | $ 3 | 0 | 8,288,716 | 0 | ||||||
Issuance of Successor Company preferred stock (in shares) | Predecessor [Member] | 0 | 29,038 | |||||||||||
Issuance of Successor Company common stock | Predecessor [Member] | 9,600,000 | 0 | $ 750 | $ 0 | 0 | 9,599,250 | 0 | ||||||
Issuance of Successor Company common stock | $ 7,052,500 | ||||||||||||
Issuance of Successor Company common stock (in shares) | Predecessor [Member] | 7,500,000 | 0 | |||||||||||
Issuance of Successor Company common stock (in shares) | 7,500,000 | ||||||||||||
Net income (loss) | Predecessor [Member] | 28,173,934 | 0 | $ 0 | $ 0 | 0 | 0 | 28,173,934 | ||||||
Balance (Predecessor [Member]) at May. 04, 2016 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||
Balance at May. 04, 2016 | 17,888,719 | 0 | $ 750 | $ 3 | 0 | 17,887,966 | 0 | ||||||
Balance (in shares) (Predecessor [Member]) at May. 04, 2016 | 0 | 0 | |||||||||||
Balance (in shares) at May. 04, 2016 | 7,500,000 | 29,038 | |||||||||||
Balance (Predecessor [Member]) at Dec. 31, 2015 | (36,557,801) | 500,000 | $ 12,477 | $ 0 | 392,950 | 125,956,728 | (162,919,956) | ||||||
Balance (in shares) (Predecessor [Member]) at Dec. 31, 2015 | 125,680,100 | 0 | |||||||||||
Balance at Sep. 30, 2016 | 14,895,139 | 0 | $ 993 | $ 3 | 0 | 18,105,659 | (3,211,516) | ||||||
Balance (in shares) at Sep. 30, 2016 | 9,927,112 | 29,038 | |||||||||||
Balance (Predecessor [Member]) at May. 04, 2016 | 0 | 0 | $ 0 | $ 0 | 0 | 0 | 0 | ||||||
Balance at May. 04, 2016 | 17,888,719 | 0 | $ 750 | $ 3 | 0 | 17,887,966 | 0 | ||||||
Balance (in shares) (Predecessor [Member]) at May. 04, 2016 | 0 | 0 | |||||||||||
Balance (in shares) at May. 04, 2016 | 7,500,000 | 29,038 | |||||||||||
Issuance of Successor Company common stock | $ 0 | $ 0 | $ 226 | $ 0 | $ 0 | $ (226) | |||||||
Issuance of Successor Company common stock (in shares) | 2,264,612 | 0 | |||||||||||
Issuance of common stock for services | 217,936 | 0 | $ 17 | $ 0 | 0 | 217,919 | 0 | ||||||
Issuance of common stock for services (in Shares) | 162,500 | 0 | |||||||||||
Net income (loss) | (3,211,516) | 0 | $ 0 | $ 0 | 0 | 0 | (3,211,516) | ||||||
Balance at Sep. 30, 2016 | $ 14,895,139 | $ 0 | $ 993 | $ 3 | $ 0 | $ 18,105,659 | $ (3,211,516) | ||||||
Balance (in shares) at Sep. 30, 2016 | 9,927,112 | 29,038 |
Description of Business and Ban
Description of Business and Bankruptcy Proceedings | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | Note 1 Description of Business and Bankruptcy Proceedings Description of Business Nuo Therapeutics, Inc. (“Nuo Therapeutics,” the “Company,” “we,” “us,” or “our”) 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 when registry data is collected under CMS’ Coverage with Evidence Development (CED) program. As of September 30, 2016, our commercial offering consists solely of a point of care technology for the safe and efficient separation of autologous blood to produce a platelet based therapy for the chronic wound care market. Prior to the Effective Date (as defined below), 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. Prior to the Effective Date, Arthrex, Inc. (“Arthrex”) was our exclusive distributor for Angel. Pursuant to the Plan of Reorganization (as defined below), on May 5, 2016 the Company assigned its rights, title and interest in and to its existing license agreement with Arthrex to the Deerfield Lenders (as defined below), as well as rights to collect royalty payments thereunder. Bankruptcy Proceedings 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 of Reorganization 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 Upon emergence from bankruptcy on the Effective Date, the Company applied fresh start accounting, resulting in the Company becoming a new entity for financial reporting purposes (see Note 2 Fresh Start Accounting). As a result of the application of fresh start accounting, the Company reflected the disposition of its pre-petition debt and changes in its equity structure effected under the Confirmation Order in its balance sheet as of the Effective Date. Accordingly, all financial statements prior to May 5, 2016 are referred to as those of the "Predecessor Company" as they reflect the periods prior to application of fresh start accounting. The balance sheet as of September 30, 2016 and the financial statements for periods subsequent to May 4, 2016, are referred to as those of the "Successor Company." Under fresh start accounting, the Company's assets and liabilities were adjusted to their fair values, and a reorganization value for the entity was determined by the Company based upon the estimated fair value of the enterprise before considering values allocated to debt to be settled in the reorganization. The fresh start adjustments are material and affect the Company’s results of operations from and after May 5, 2016. As a result of the application of fresh start accounting and the effects of the implementation of the Plan of Reorganization, the financial statements on or after May 5, 2016 are not comparable to the financial statements prior to that date. 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 Debt “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. (the “Deerfield Lenders” or “Deerfield”). We refer to this date as the “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 all 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 As of the Effective Date, 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 On June 20, 2016, the Company issued 162,500 100,000 62,500 62,500 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 its existing license agreement with Arthrex, 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 On the Effective Date, the Company and the Assignee entered into a Transition Services Agreement in which the Company agreed to continue to service its license agreement with Arthrex for a transition period. See Note 11 Subsequent Events 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 (as defined below in Note 7 - Debt |
Fresh Start Accounting
Fresh Start Accounting | 9 Months Ended |
Sep. 30, 2016 | |
Reorganizations [Abstract] | |
Reorganization under Chapter 11 of US Bankruptcy Code Disclosure [Text Block] | Note 2 Fresh Start Accounting Upon the Company’s emergence from Chapter 11 bankruptcy, the Company applied the provisions of fresh start accounting to its financial statements because (i) the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the emerging entity Upon the application of fresh start accounting, the Company allocated the reorganization value to its individual assets based on their estimated fair values. Reorganization value represents the fair value of the Successor Company’s assets before considering liabilities, and the excess of reorganization value over the fair value of identified tangible and intangible assets is reported separately on the consolidated balance sheet as goodwill. The Company, with the assistance of external valuation specialists, estimated the enterprise value of the Company upon emergence from Chapter 11 bankruptcy to be approximately $ 17.9 3.4 The Company’s future cash flow projections included a variety of estimates and assumptions that had a significant effect on the determination of the Company’s enterprise value. While the Company considered such estimates and assumptions reasonable, they are inherently subject to significant business, economic and competitive uncertainties, many of which are beyond the Company’s control and, therefore, may not be realized. The assumptions used in the calculations for the discounted cash flow analysis included the following: forecasted revenue, costs and free cash flows through 2025, and a discount rate of 29 ⋅ The reorganization value, estimated as approximately $ 24.0 ⋅ Each liability existing as of May 5, 2016 has been stated at its estimated fair value. ⋅ Deferred tax assets and liabilities have been recognized for differences between the assigned values and the tax basis of the recognized assets and liabilities, and have been fully valued as of May 5, 2016 to reduce deferred tax assets to the amounts expected to be realized. Enterprise Value $ 17,889 Plus estimated fair value of liabilities 6,161 Reorganization Value 24,050 Less: Estimated fair value of tangible assets (13,574) Estimated fair value of identifiable intangible assets (8,397) Goodwill $ 2,079 Upon the adoption of fresh start accounting, the Successor Company adopted the significant accounting policies of the Predecessor Company (see Note 3 Liquidity and Summary of Significant Accounting Policies Predecessor Reorganization Fresh Start Successor ASSETS Current assets Cash and cash equivalents $ 3,305,709 $ 7,052,500 (1) $ 10,358,209 Restricted cash 53,463 53,463 Accounts and other receivable, net 1,288,445 1,288,445 Inventory, net 56,348 56,348 Prepaid expenses and other current assets 611,593 $ (16,053) (b) 595,540 - Total current assets 5,315,558 (16,053) 7,052,500 12,352,005 Property and equipment, net 865,716 865,716 Deferred costs and other assets 355,741 355,741 Intangible assets, net 2,406,457 (2,406,457) (a) 8,397,000 (2) 8,397,000 Goodwill - 2,079,284 (2) 2,079,284 TOTAL ASSETS $ 8,943,472 $ (2,422,510) $ 17,528,784 $ 24,049,746 LIABILITIES AND EQUITY Current liabilities not subject to compromise Accounts payable $ 2,877,170 $ 2,877,170 Accrued expenses and liabilities 3,112,244 3,112,244 Accrued interest - - Deferred revenue, current portion 899,920 $ (899,920) (c) - Convertible debt subject to put rights - - Short term debtor-in-possession note payable 5,750,000 (5,750,000) (d) - Total current liabilities not subject to compromise 12,639,334 (6,649,920) - 5,989,414 Non-current liabilities not subject to compromise Deferred revenue - - Other liabilities 171,613 171,613 Total non-current liabilities not subject to compromise 171,613 - - 171,613 Liabilities subject to compromise Accounts payable 214,554 (214,554) (e) - Accrued expenses and liabilities 559,202 (559,202) (e) - Accrued interest 3,316,121 (3,316,121) (d) - Deferred revenue - - Convertible debt subject to put rights 35,000,000 (35,000,000) (d) - Derivative liabilities - - Other liabilities - - Total liabilities subject to compromise 39,089,877 (39,089,877) - - TOTAL LIABILITIES 51,900,824 (45,739,797) - 6,161,027 Conditionally redeemable common stock 500,000 (500,000) (f) - Common stock outstanding, at par 12,477 (12,477) (f) 750 (1) 750 Common stock issuable 392,950 (392,950) (f) - Preferred stock outstanding, at par - 3 (3) 3 Additional paid-in capital 126,011,808 (126,011,808) (f) 17,887,966 (4) 17,887,966 Retained earnings (deficit) (169,874,587) 170,234,522 (g) (359,935) (5) - TOTAL EQUITY (43,457,352) 43,817,287 17,528,784 17,888,719 TOTAL LIABILITIES AND EQUITY $ 8,943,472 $ (2,422,510) $ 17,528,784 $ 24,049,746 Reorganization Adjustments (a) As a result of fresh start accounting, all intangible assets existing as of the Effective Date were established at fair value. This adjustment eliminates the carrying value of previously existing intangible assets as of the Effective Date as the underlying Angel assets were assigned to Deerfield pursuant to the Plan of Reorganization. (b) Pursuant to the Plan of Reorganization, the Company assigned to Deerfield the Company’s (i) rights, title and interest in and to its existing license agreement with Arthrex, (ii) the associated intellectual property owned by the Company and licensed under such agreement, and (iii) rights to collect royalty payments thereunder. As such, certain prepaid expenses related to the Angel business were eliminated. (c) Pursuant to the Plan of Reorganization, the Company assigned to Deerfield the Company’s (i) rights, title and interest in and to its existing license agreement with Arthrex, (ii) the associated intellectual property owned by the Company and licensed under such agreement, and (iii) rights to collect royalty payments thereunder. As such, all deferred revenue related to the existing license agreement with Arthrex as of the Effective Date was eliminated. (d) Pursuant to the Plan of Reorganization, the Company’s obligations under the Deerfield Facility Agreement including accrued interest were cancelled and the Company ceased to have any obligations thereunder. Additionally, pursuant to the Plan of Reorganization, the DIP Credit Agreement was terminated. (e) Represents claims not expected to be settled in cash. (f) Pursuant to the Plan of Reorganization, all equity interests of the Company, including but not limited to all shares of the Company’s common stock, $ 0.0001 (g) Represents the cumulative impact of the reorganization adjustments: Description Adjustment Amount Elimination of existing intangible assets (a) $ (2,406,457) Elimination of prepaid Angel expenses (b) (16,053) Elimination of Angel deferred revenue (c) 899,920 Termination of debt agreements and accrued interest (d) 44,066,121 Elimination of various payables and accruals (e) 773,756 Cancellation of existing equity (f) 126,917,235 $ 170,234,522 Fresh Start Adjustments (1) Pursuant to the Plan of Reorganization, as of the Effective Date, the Company issued 7,500,000 0.0001 7,052,500 6,180,000 May 5, 2021 0.50 1.00 12,800,000 3,000,000 June 30, 2017 (2) Represents identifiable intangible assets of approximately $ 8.4 2.1 The Company, with the assistance of external valuation specialists, estimated the enterprise value of the Company upon emergence from Chapter 11 bankruptcy to be $17.9 million. Enterprise value is defined as the total invested capital, which includes cash and cash equivalents. The estimate is based on a calculation of the present value of the projected future cash flows of the Company from May 5, 2016 through the year ending December 31, 2025 along with a terminal value. The Company estimated a terminal value using the Gordon Growth Model. In applying fresh start accounting, the Company followed these principles: ⋅ The reorganization value, estimated as approximately $24.0 million, which represents the sum of the enterprise value and estimated fair value of noninterest bearing liabilities, was allocated to the Successor Company's assets based on their estimated fair values. The reorganization value exceeded the sum of the fair value assigned to the assets, and the excess was recognized as goodwill of the Successor Company as of May 5, 2016. ⋅ Each liability existing as of May 5, 2016 has been stated at its estimated fair value. ⋅ Deferred tax assets and liabilities have been recognized for differences between the assigned values and the tax basis of the recognized assets and liabilities, and have been fully valued as of May 5, 2016 to reduce deferred tax assets to the amounts expected to be realized. Pursuant to fresh start accounting the Company allocated the determined reorganization value to the Successor Company’s assets as follows (in thousands): Enterprise Value $ 17,889 Plus estimated fair value of liabilities 6,161 Reorganization Value 24,050 Less: Estimated fair value of tangible assets (13,574) Estimated fair value of identifiable intangible assets (8,397) Goodwill $ 2,079 (3) Pursuant to the Plan of Reorganization, on the Effective Date, the Company issued 29,038 29,038,000 (4) Reflects the cumulative impact of the fresh start adjustments described above on additional paid in capital: Description Adjustment Amount Cash proceeds from issuance of common stock (1) $ 7,052,500 Establishment of intangible assets (2) 10,476,284 Net assets of the predecessor (5) 359,935 Less par value of common and preferred stock (3) (753) $ 17,887,966 (5) Reorganization Items, net Three Months ended Period from Period from Successor Successor Predecessor Professional fees $ 115,149 $ 324,551 $ 3,598,216 Net gain on reorganization adjustments - - (34,869,566) Reorganization items, net $ 115,149 $ 324,551 $ (31,271,350) Cash payments for reorganization items $ 406,157 $ 1,507,863 $ 1,839,560 |
Liquidity and Summary of Signif
Liquidity and Summary of Significant Accounting Principles | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Significant Accounting Policies [Text Block] | Note 3 Liquidity and Summary of Significant Accounting Principles Liquidity 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. On the Effective Date, the obligations of the Company under the Deerfield Facility Agreement and the DIP Credit Agreement were cancelled and the Company ceased to have any obligations thereunder. At September 30, 2016, we had cash and cash equivalents on hand of approximately $ 3.9 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, 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 As noted in Note 2 Fresh Start Accounting 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 of the Predecessor Company 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, upon emergence from bankruptcy on the Effective Date, the Company applied fresh start accounting, resulting in the Company becoming a new entity for financial reporting purposes (see Note 2 Fresh Start Accounting The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and controlled subsidiary Aldagen, Inc. (“Aldagen”). All significant inter-company accounts and transactions are eliminated in consolidation. 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. We generate accounts receivable from the sale of our products. Successor Predecessor September 30, 2016 December 31, 2015 BioProd / Pharmagena 49 % 47 % Arthrex 34 % 21 % Revenue from significant customers exceeding 10% of total revenues for the periods presented was as follows: Three Months ended Three Months ended Successor Predecessor St. Luke's Hospital System $ 42,000 $ - STEMCELL Technologies 37,773 - Marion IL VA Hospital 24,000 - Arthrex - 1,938,485 Period from May 5, 2016 through September Period from January 1, 2016 through May 4, Nine Months ended September 30, 2015 Successor Predecessor Predecessor STEMCELL Technologies $ 63,740 $ - $ - St. Luke's Hospital System 63,000 - - Vibra 35,320 - - Arthrex - 1,342,480 6,316,296 Rohto Pharmaceutical, Co. - - 3,000,000 Historically, we used single suppliers for several components of the Aurix product line. We outsource the manufacturing of various products 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. 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 $ 3.6 250,000 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 September 30, 2016 and December 31, 2015, we maintained an allowance for doubtful accounts of approximately $ 2,000 97,000 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 September 30, 2016 and December 31, 2015, the Company maintained an allowance for expired and excess and obsolete inventory of approximately $ 3,000 58,000 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 or placed at no charge with customers. Depreciation expense for centrifuges that are available for sale 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. Predecessor intangible assets and goodwill In the Predecessor Company financial statements, intangible assets were acquired as part of our acquisition of the Angel business and Aldagen, and consisted of definite-lived and indefinite-lived intangible assets, including goodwill. During the quarter ended September 30, 2015, we determined that our in-process research and development (“IPR&D”) asset was impaired and recognized a non-cash IPR&D impairment charge of $ 22.6 1.1 In conjunction with the application of fresh start accounting, all remaining definite lived intangible assets were written off as of the Effective Date (See Note 2 Fresh Start Accounting Successor intangible assets and goodwill In the Successor Company financial statements, intangible assets were established as part of fresh start accounting and relate to trademarks, technology, clinician relationships and goodwill (see Note 2 Fresh Start Accounting Our definite-lived intangible assets include trademarks, technology (including patents), and clinician 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. Goodwill represents the excess of reorganization value over the fair value of tangible and identifiable intangible assets and the fair value of liabilities as of the Effective Date. Goodwill is not amortized, but is subject to periodic review for impairment. Goodwill is reviewed annually, as of October 1, and whenever events or changes in circumstances indicate that the carrying amount of the goodwill might not be recoverable. We perform our review of goodwill on our one reporting unit. Before employing detailed impairment testing methodologies, we first evaluate the likelihood of impairment by considering qualitative factors relevant to our reporting unit. When performing the qualitative assessment, we evaluate events and circumstances that would affect the significant inputs used to determine the fair value of the goodwill. Events and circumstances evaluated include: macroeconomic conditions that could affect us, industry and market considerations for the medical device industry that could affect us, cost factors that could affect our performance, our financial performance (including share price), and consideration of any company specific events that could negatively affect us, our business, or the fair value of our business. If we determine that it is more likely than not that goodwill is impaired, we will then apply detailed testing methodologies. Otherwise, we will conclude that no impairment has occurred. Detailed impairment testing involves comparing the fair value of our one reporting unit to its carrying value, including goodwill. If the fair value exceeds carrying value, then it is concluded that no goodwill impairment has occurred. If the carrying value of the reporting unit exceeds its fair value, a second step is required to measure possible goodwill impairment loss. The second step includes hypothetically valuing the tangible and intangible assets and liabilities of our one reporting unit as if it had been acquired in a business combination. The implied fair value of our one reporting unit's goodwill then is compared to the carrying value of that goodwill. If the carrying value of our one reporting unit's goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss in an amount equal to the excess, not to exceed the carrying value. Successor Company intangible assets and goodwill were not impaired as of September 30, 2016. The Maryland Venture Fund (“MVF,” part of Maryland Department of Business and Economic Development) had an investment in the Predecessor Company’s common stock, and could have required us to repurchase the common stock, at MVF’s option, upon certain events outside of our control. MVF’s common stock was classified as “contingently redeemable common shares” in the Predecessor Company’s accompanying condensed consolidated balance sheets. The contingently redeemable common shares were cancelled as of the Effective Date. 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. We provide for the sale of our products, including disposable processing sets and supplies to customers. 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. Percentage-based fees on licensee sales of covered products 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. Revenue Recognition Predecessor Company The Predecessor Company provided for the sale of our products, including disposable processing sets and supplies to customers, and to Arthrex as distributor of the Angel product line. Revenue from the sale of products was recognized upon shipment. 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, the Successor Company no longer recognizes revenue under these arrangements. Deferred revenue at December 31, 2015 consists of prepaid licensing revenue of approximately $ 1.0 0.1 0.14 0.3 0.1 The Company’s license agreement with Rohto (See Note 4 Distribution, License and Collaboration Arrangements 3.0 Approximately 13 0 0 16 13 In May 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 $ 0.2 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 22 of its workforce, or seven employees, and in January 2016, the Company eliminated four additional employees. As of September 30, 2016, there was no remaining severance accrual for these employees on the condensed consolidated balance sheets. Prior to the Effective Date, the Company, from time to time, issued 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 had issued compensatory warrants to service providers outside the LTIP or EIP (See Note 8 Equity and Stock-Based Compensation 1,362,500 105,000 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 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 nine and three months ended September 30, 2015, the income tax provision relates exclusively to a deferred tax liability associated with the amortization for tax purposes of the Predecessor Company’s goodwill. The deferred tax liability was eliminated in the third quarter of 2015 with the impairment charge recognized for all our goodwill. The Successor Company’s goodwill is not tax deductible in any taxing jurisdiction. 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 in 2016 and 2015. 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 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. 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. Three Months ended Three Months ended Successor Predecessor Shares underlying: Common stock options - 12,738,931 Stock purchase warrants 6,180,000 116,134,682 Convertible debt - 72,294,951 Period from Period from Nine Months ended September 30, 2015 Successor Predecessor Predecessor Shares underlying: Common stock options - 9,173,119 12,738,931 Stock purchase warrants 6,180,000 113,629,178 116,134,682 Convertible debt - - 72,294,951 Earnings (loss) per share are calculated for basic and diluted earnings per share as follows: Three Months ended Three Months ended Successor Predecessor Numerator for basic and fully diluted income (loss) per share $ (1,916,673) $ (13,828,987) Denominator for basic and fully diluted income (loss) per share weighted average outstanding common shares 9,927,112 125,951,100 Basic and diluted earnings (loss) per share Basic $ (0.19) $ (0.11) Diluted $ (0.19) $ (0.11) Period from Period from Nine Months ended September 30, 2015 Successor Predecessor Predecessor Numerator for basic income (loss) per share $ (3,211,516) $ 28,173,934 $ (10,592,224) Numerator adjustment for potential dilutive securities - 172,546 - Numerator for diluted income (loss) per share (3,211,516) 28,346,480 (10,592,224) Denominator for basic income (loss) per share weighted average outstanding common shares 9,876,605 125,951,100 125,951,100 Dilutive effect of convertible debt - 67,307,692 - Denominator for diluted income (loss) per share weighted average outstanding common shares 9,876,605 193,258,792 125,951,100 Basic and diluted earnings (loss) per share Basic $ (0.33) $ 0.22 $ (0.08) Diluted $ (0.33) $ 0.15 $ (0.08) In April 2015, the Financial Accounting Standards Board (“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 |
Distribution, Licensing and Col
Distribution, Licensing and Collaboration Arrangements | 9 Months Ended |
Sep. 30, 2016 | |
Distributors And License Agreement [Abstract] | |
Distributor and License Agreement [Text Block] | Note 4 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 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 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. Transition services fees of $ 0.03 0.05 - 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 Health On March 22, 2016, we entered into a Collaboration Agreement (the “Collaboration Agreement”) with Restorix Health (“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 ($ 700 750 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 years, unless the agreement is terminated earlier in accordance with its terms. Under this agreement, Boyalife received a non-transferable, exclusive license, with limited right to sublicense, to use certain of the Company’s intellectual property relating to its Aurix System for the purposes and in the territory specified below. Under the agreement, Boyalife is entitled to import, use for development, promote, market, sell and distribute the Aurix Products in greater China (China, Hong Kong, Taiwan and Macau) for all regenerative medicine applications, including but not limited to wound care and topical dermatology applications in human and veterinary medicine. “Aurix Products” are defined as the combination of devices to produce a wound dressing from the patient’s blood - as of May 5, 2016 consisting of centrifuge, wound dressing kit and reagent kit. Under the Boyalife Distribution Agreement, Boyalife is obligated to pay the Company (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 |
Receivables
Receivables | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | Note 5 Receivables Successor Predecessor September 30, December 31, 2016 2015 Trade receivables $ 90,661 $ 460,763 Other receivables 817,640 650,230 908,301 1,110,993 Less allowance for doubtful accounts (1,651) (96,748) $ 906,650 $ 1,014,245 Other receivables at September 30, 2016 and December 31, 2015 consist primarily of a value added tax receivable, 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 were purchased by the Company and immediately resold, at cost, to the contract manufacturer. We assigned all of our rights under the Arthrex Agreement to Deerfield on the Effective Date. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 6 Goodwill and Other Intangible Assets Successor Predecessor September 30, December 31, 2016 2015 Trademarks $ 917,000 $ 1,047,000 Technology 6,576,000 2,355,000 Customer and clinician relationships 904,000 708,000 8,397,000 4,110,000 Less accumulated amortization (343,575) (1,596,606) $ 8,053,425 $ 2,513,394 Goodwill Predecessor Company Goodwill represents the purchase price of acquisitions in excess of the fair value of amounts assigned to acquired tangible or intangible assets and assumed liabilities. As a result of our acquisition of Aldagen in February 2012, we recorded goodwill of approximately $ 0.4 0.7 1.1 Successor Company (see Note 2 Fresh Start Accounting) Goodwill represents the excess of reorganization value over the fair value of tangible and identifiable intangible assets and the fair value of liabilities as of the Effective Date. Successor Predecessor Balance, at December 31, 2014 $ - $ 1,128,517 2015 impairment - (1,128,517) Balance, at December 31, 2015 - - Fresh start accounting 2,079,284 Balance, at September 30, 2016 $ 2,079,284 Definite-lived intangible assets trademarks, customer and clinician relationships and technology The Predecessor Company’s definite-lived intangible assets include Angel-related trademarks, technology (including patents) and customer relationships, and were being amortized over their useful lives ranging from eight to twenty years. Amortization expense associated with our Angel related definite-lived intangible assets was approximately $ 0.1 0.2 0.1 The Successor Company’s Aurix related definite-lived intangible assets include trademarks, technology (including patents) and clinician relationships, and are being amortized over their useful lives ranging from nine to fifteen years. Amortization expense associated with our Aurix related definite-lived intangible assets was approximately $ 0.3 0.2 2016 (October 1, 2016 December 31, 2016) $ 213,000 2017 852,000 2018 852,000 2019 852,000 2020 852,000 2021 852,000 Thereafter 3,580,000 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | Note 7 Debt Successor Company Debt As of September 30, 2016, the Company had no debt outstanding due the cancellation of the Deerfield Credit Facility and the DIP Credit Agreement as of the Effective Date. Predecessor Company Debt Deerfield Facility In 2014, we entered into the Deerfield Facility Agreement, a $ 35 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 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), 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 Facility Agreement as a current liability. The total amount owing under the Deerfield Facility Agreement including accrued interest was compromised by the Bankruptcy Court. This amount of approximately $ 38.3 5.75 29,038 Debtor-in-Possession Financing On January 28, 2016, the Bankruptcy Court entered an interim order approving the Company's debtor-in-possession financing (“DIP Financing”) pursuant to terms set forth in a senior secured, super-priority debtor-in-possession credit agreement (the “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 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 $ 6,000,000 We received $ 5.75 0.3 |
Equity and Stock-Based Compensa
Equity and Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders Equity Note Disclosure [Text Block] | Note 8 Equity and Stock-Based Compensation Successor Company Common Stock Under the Second Amended and Restated Certificate of Incorporation of the Successor Company, it has the authority to issue a total of 32,500,000 31,500,000 0.0001 1,000,000 0.0001 In accordance with the Plan, as of the Effective Date, the Company issued 7,500,000 7,300,000 7,052,500 100,000 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 (“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 Under the Plan of Reorganization, the Company committed to the issuance of up to 3,000,000 2,264,612 The 2,264,612 On June 20, 2016, the Company issued 162,500 100,000 62,500 62,500 Successor Company Stock Purchase Warrants As part of the Recapitalization Financing, the Company also issued warrants to purchase 6,180,000 May 5, 2021 0.50 1.00 Successor Company 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 (i) issue securities that are senior or pari passu with the Series A Preferred Stock, (ii) incur debt other than for working capital purposes not in excess of $3.0 million, (iii) issue securities that are junior to the Series A Preferred Stock and that provide certain consent rights to the holders of such junior securities in connection with a liquidation or contain certain liquidation preferences, (iv) pay dividends on or purchase shares of its capital stock, and (v) change the authorized number of members of its Board of Directors to a number other than five, in each case without the consent of holders representing at least two-thirds of the outstanding shares of Series A Preferred Stock. The Series A Preferred Stock is classified in equity. Predecessor Company Common Stock The Predecessor Company’s Certificate of Incorporation 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 Predecessor Stock Purchase Warrants : Outstanding Exercise Expiration Classification 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 2017 Equity 232,964 $0.65 December 2017 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 113,629,178 All of such warrants were cancelled in their entirety as of the Effective Date. 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 As of May 4, 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 for the period from January 1, 2016 through May 4, 2016. As of May 4, 2016, there was approximately $ 0.3 2.4 Three Months ended Three Months ended Successor Predecessor Sales and marketing $ - $ (36,046) Research and development - 21,072 General and administrative - 149,577 $ - $ 134,603 Period from Period from Nine Months ended September 30, 2015 Successor Predecessor Predecessor Sales and marketing $ - $ 18,504 $ 83,583 Research and development - 6,858 64,542 General and administrative - 29,719 509,193 $ - $ 55,081 $ 657,318 In July 2016, the Board of Directors approved, and in August 2016 it amended, 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 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 9 Fair Value Measurements Financial Instruments Carried at Cost Short-term financial instruments in our condensed consolidated balance sheets, including accounts and other 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 In February 2014, we purchased a Certificate of Deposit (“CD”) from a commercial bank in the amount of $ 53,000 0.10 and it was auto-renewed for an eight month period at the same rate. The next maturity date is June 24, 2017 Commitments and Contingencies. 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 1 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. Successor Company Financial Assets and Liabilities Measured at Fair Value The Successor Company has segregated its financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2016 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. As of September 30, 2016 Description Level 1 Level 2 Level 3 Total Assets - money market funds $ 2,501,211 $ - $ - $ 2,501,211 The Successor Company had no other financial assets and liabilities measured at fair value on a recurring or non-recurring basis as of September 30, 2016. Successor Company Non-Financial Assets and Liabilities Measured at Fair Value Identifiable Valuation Method Significant Estimated Trademarks Income approach - royalty savings method Projected sales $ 917,000 Estimated royalty rates Discount rate Technology Income approach - royalty savings method Projected sales $ 6,576,000 Estimated royalty rates Discount rate Clinician Relationships Income approach - excess earnings method Projected sales $ 904,000 Estimated attrition Projected margins Discount rate No impairments were identified during the Successor Company periods presented. Predecessor Company Financial Assets and Liabilities Measured at Fair Value The Predecessor Company segregated its 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. de minimis As of December 31, 2015 Level 1 Level 2 Level 3 Total Assets - money market funds $ 614,283 $ - $ - $ 614,283 Liabilities: Warrant liabilities $ - $ - $ - $ - Embedded conversion option $ - $ - $ - $ - 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. We did not have any transfers between Level 1, Level 2, or Level 3 assets or liabilities in 2016 or 2015. Predecessor Balance at Established Change in Balance at Description Liabilities: Embedded conversion option $ 4,362,225 - (3,965,990) $ 396,235 Warrant liabilities $ 25,484,596 - (23,282,901) $ 2,201,695 Predecessor Balance at Established Change in Balance at Description Liabilities: Embedded conversion option $ 5,112,346 - (4,716,111) $ 396,235 Warrant liabilities $ 11,885,468 - (9,683,773) $ 2,201,695 Predecessor Balance at Established Change in Balance at Description Liabilities: Embedded conversion option $ - - - $ - Warrant liabilities $ - - - $ - The Predecessor Company had no other financial assets and liabilities measured at fair value on a nonrecurring basis. Predecessor Company Non-Financial Assets and Liabilities Measured at Fair Value The Predecessor Company’s property and equipment and intangible assets were measured at fair value on a non-recurring basis, upon impairment. As of September 30, 2015, we determined that the estimated fair value of our IPR&D asset was less than its carrying value, and recognized an impairment charge of $ 22.6 1.1 In determining the fair value of our intangibles assets, we assessed how our net tangible assets, goodwill and other intangible assets would be valued in a hypothetical sale of the Company, with the sales price being equal to our market capitalization as of September 30, 2015. After allocating the total fair value of our reporting unit to the estimated fair value of our net tangible assets, we then allocated the remaining fair value first to our definite-lived intangible assets and second to our indefinite-lived intangible asset. We determined the fair value of the goodwill as the excess of the total fair value of the reporting unit over the fair value of all other assets and liabilities. The Predecessor Company had no non-financial assets and liabilities measured at fair value on a recurring basis. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 10 Commitments and Contingencies Successor Company Commitments and Contingencies 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 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 all shares of New Common Stock issued to the Investors on the Effective Date. Our primary office and warehouse facilities are located in Gaithersburg, Maryland, and comprise approximately 12,000 14,000 4,000 2,100 4,000 16,300 21,000 14,000 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 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Note 11 Subsequent Events 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 |
Liquidity and Summary of Sign18
Liquidity and Summary of Significant Accounting Principles (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | 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 of the Predecessor Company 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, upon emergence from bankruptcy on the Effective Date, the Company applied fresh start accounting, resulting in the Company becoming a new entity for financial reporting purposes (see Note 2 Fresh Start Accounting |
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”). All significant inter-company accounts and transactions are eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | 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. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Credit Concentration We generate accounts receivable from the sale of our products. Successor Predecessor September 30, 2016 December 31, 2015 BioProd / Pharmagena 49 % 47 % Arthrex 34 % 21 % Three Months ended Three Months ended Successor Predecessor St. Luke's Hospital System $ 42,000 $ - STEMCELL Technologies 37,773 - Marion IL VA Hospital 24,000 - Arthrex - 1,938,485 Period from May 5, 2016 through September Period from January 1, 2016 through May 4, Nine Months ended September 30, 2015 Successor Predecessor Predecessor STEMCELL Technologies $ 63,740 $ - $ - St. Luke's Hospital System 63,000 - - Vibra 35,320 - - Arthrex - 1,342,480 6,316,296 Rohto Pharmaceutical, Co. - - 3,000,000 Historically, we used single suppliers for several components of the Aurix product line. We outsource the manufacturing of various products 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 and Cash Equivalents, Policy [Policy Text Block] | 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 $ 3.6 250,000 |
Receivables, Policy [Policy Text Block] | 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 September 30, 2016 and December 31, 2015, we maintained an allowance for doubtful accounts of approximately $2,000 and $ 97,000 |
Inventory, Policy [Policy Text Block] | 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 September 30, 2016 and December 31, 2015, the Company maintained an allowance for expired and excess and obsolete inventory of approximately $ 3,000 58,000 |
Property, Plant and Equipment, Policy [Policy Text Block] | 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 or placed at no charge with customers. Depreciation expense for centrifuges that are available for sale 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. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill and Other Intangible Assets Predecessor intangible assets and goodwill In the Predecessor Company financial statements, intangible assets were acquired as part of our acquisition of the Angel business and Aldagen, and consisted of definite-lived and indefinite-lived intangible assets, including goodwill. During the quarter ended September 30, 2015, we determined that our in-process research and development (“IPR&D”) asset was impaired and recognized a non-cash IPR&D impairment charge of $ 22.6 1.1 In conjunction with the application of fresh start accounting, all remaining definite lived intangible assets were written off as of the Effective Date (See Note 2 Fresh Start Accounting Successor intangible assets and goodwill In the Successor Company financial statements, intangible assets were established as part of fresh start accounting and relate to trademarks, technology, clinician relationships and goodwill (see Note 2 Fresh Start Accounting Our definite-lived intangible assets include trademarks, technology (including patents), and clinician 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. Goodwill represents the excess of reorganization value over the fair value of tangible and identifiable intangible assets and the fair value of liabilities as of the Effective Date. Goodwill is not amortized, but is subject to periodic review for impairment. Goodwill is reviewed annually, as of October 1, and whenever events or changes in circumstances indicate that the carrying amount of the goodwill might not be recoverable. We perform our review of goodwill on our one reporting unit. Before employing detailed impairment testing methodologies, we first evaluate the likelihood of impairment by considering qualitative factors relevant to our reporting unit. When performing the qualitative assessment, we evaluate events and circumstances that would affect the significant inputs used to determine the fair value of the goodwill. Events and circumstances evaluated include: macroeconomic conditions that could affect us, industry and market considerations for the medical device industry that could affect us, cost factors that could affect our performance, our financial performance (including share price), and consideration of any company specific events that could negatively affect us, our business, or the fair value of our business. If we determine that it is more likely than not that goodwill is impaired, we will then apply detailed testing methodologies. Otherwise, we will conclude that no impairment has occurred. Successor Company intangible assets and goodwill were not impaired as of September 30, 2016. |
Conditionally Redeemable Common Stock, Policy [Policy Text Block] | Conditionally Redeemable Common Stock The Maryland Venture Fund (“MVF,” part of Maryland Department of Business and Economic Development) had an investment in the Predecessor Company’s common stock, and could have required us to repurchase the common stock, at MVF’s option, upon certain events outside of our control. MVF’s common stock was classified as “contingently redeemable common shares” in the Predecessor Company’s accompanying condensed consolidated balance sheets. The contingently redeemable common shares were cancelled as of the Effective Date. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Successor Company 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. We provide for the sale of our products, including disposable processing sets and supplies to customers. 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. Percentage-based fees on licensee sales of covered products 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. Revenue Recognition Predecessor Company The Predecessor Company provided for the sale of our products, including disposable processing sets and supplies to customers, and to Arthrex as distributor of the Angel product line. Revenue from the sale of products was recognized upon shipment. 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, the Successor Company no longer recognizes revenue under these arrangements. Deferred revenue at December 31, 2015 consists of prepaid licensing revenue of approximately $ 1.0 0.1 0.14 0.3 0.1 |
Revenue Recognition, Services, Licensing Fees [Policy Text Block] | License Agreement with Rohto The Company’s license agreement with Rohto (See Note 4 Distribution, License and Collaboration Arrangements 3.0 |
Segment Reporting, Policy [Policy Text Block] | Segments and Geographic Information Approximately 13 0 0 16 13 |
Costs Associated with Exit or Disposal Activities or Restructurings, Policy [Policy Text Block] | Exit Activities and Realignment In May 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 $ 0.2 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 22 of its workforce, or seven employees, and in January 2016, the Company eliminated four additional employees. As of September 30, 2016, there was no remaining severance accrual for these employees on the condensed consolidated balance sheets. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation Prior to the Effective Date, the Company, from time to time, issued 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 had issued compensatory warrants to service providers outside the LTIP or EIP (See Note 8 Equity and Stock-Based Compensation 1,362,500 105,000 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. |
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 nine and three months ended September 30, 2015, the income tax provision relates exclusively to a deferred tax liability associated with the amortization for tax purposes of the Predecessor Company’s goodwill. The deferred tax liability was eliminated in the third quarter of 2015 with the impairment charge recognized for all our goodwill. The Successor Company’s goodwill is not tax deductible in any taxing jurisdiction. |
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 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. 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. Three Months ended Three Months ended Successor Predecessor Shares underlying: Common stock options - 12,738,931 Stock purchase warrants 6,180,000 116,134,682 Convertible debt - 72,294,951 Period from Period from Nine Months ended September 30, 2015 Successor Predecessor Predecessor Shares underlying: Common stock options - 9,173,119 12,738,931 Stock purchase warrants 6,180,000 113,629,178 116,134,682 Convertible debt - - 72,294,951 Earnings (loss) per share are calculated for basic and diluted earnings per share as follows: Three Months ended Three Months ended Successor Predecessor Numerator for basic and fully diluted income (loss) per share $ (1,916,673) $ (13,828,987) Denominator for basic and fully diluted income (loss) per share weighted average outstanding common shares 9,927,112 125,951,100 Basic and diluted earnings (loss) per share Basic $ (0.19) $ (0.11) Diluted $ (0.19) $ (0.11) Period from Period from Nine Months ended September 30, 2015 Successor Predecessor Predecessor Numerator for basic income (loss) per share $ (3,211,516) $ 28,173,934 $ (10,592,224) Numerator adjustment for potential dilutive securities - 172,546 - Numerator for diluted income (loss) per share (3,211,516) 28,346,480 (10,592,224) Denominator for basic income (loss) per share weighted average outstanding common shares 9,876,605 125,951,100 125,951,100 Dilutive effect of convertible debt - 67,307,692 - Denominator for diluted income (loss) per share weighted average outstanding common shares 9,876,605 193,258,792 125,951,100 Basic and diluted earnings (loss) per share Basic $ (0.33) $ 0.22 $ (0.08) Diluted $ (0.33) $ 0.15 $ (0.08) |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“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. In June 2016, the FASB issued a new standard to replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, we will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The new standard will be effective for us beginning July 1, 2020, with early adoption permitted beginning July 1, 2019. Application of the amendments is through a cumulative-effect adjustment to retained earnings as of the effective date. 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. |
Fresh Start Accounting (Tables)
Fresh Start Accounting (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Reorganizations [Abstract] | |
Schedule Of Allocated Determined Reorganization Value [Table Text Block] | Pursuant to fresh start accounting the Company allocated the determined reorganization value to the Successor Company’s assets as follows (in thousands): Enterprise Value $ 17,889 Plus estimated fair value of liabilities 6,161 Reorganization Value 24,050 Less: Estimated fair value of tangible assets (13,574) Estimated fair value of identifiable intangible assets (8,397) Goodwill $ 2,079 |
Schedule of Fresh-Start Adjustments [Table Text Block] | Predecessor Reorganization Fresh Start Successor ASSETS Current assets Cash and cash equivalents $ 3,305,709 $ 7,052,500 (1) $ 10,358,209 Restricted cash 53,463 53,463 Accounts and other receivable, net 1,288,445 1,288,445 Inventory, net 56,348 56,348 Prepaid expenses and other current assets 611,593 $ (16,053) (b) 595,540 - Total current assets 5,315,558 (16,053) 7,052,500 12,352,005 Property and equipment, net 865,716 865,716 Deferred costs and other assets 355,741 355,741 Intangible assets, net 2,406,457 (2,406,457) (a) 8,397,000 (2) 8,397,000 Goodwill - 2,079,284 (2) 2,079,284 TOTAL ASSETS $ 8,943,472 $ (2,422,510) $ 17,528,784 $ 24,049,746 LIABILITIES AND EQUITY Current liabilities not subject to compromise Accounts payable $ 2,877,170 $ 2,877,170 Accrued expenses and liabilities 3,112,244 3,112,244 Accrued interest - - Deferred revenue, current portion 899,920 $ (899,920) (c) - Convertible debt subject to put rights - - Short term debtor-in-possession note payable 5,750,000 (5,750,000) (d) - Total current liabilities not subject to compromise 12,639,334 (6,649,920) - 5,989,414 Non-current liabilities not subject to compromise Deferred revenue - - Other liabilities 171,613 171,613 Total non-current liabilities not subject to compromise 171,613 - - 171,613 Liabilities subject to compromise Accounts payable 214,554 (214,554) (e) - Accrued expenses and liabilities 559,202 (559,202) (e) - Accrued interest 3,316,121 (3,316,121) (d) - Deferred revenue - - Convertible debt subject to put rights 35,000,000 (35,000,000) (d) - Derivative liabilities - - Other liabilities - - Total liabilities subject to compromise 39,089,877 (39,089,877) - - TOTAL LIABILITIES 51,900,824 (45,739,797) - 6,161,027 Conditionally redeemable common stock 500,000 (500,000) (f) - Common stock outstanding, at par 12,477 (12,477) (f) 750 (1) 750 Common stock issuable 392,950 (392,950) (f) - Preferred stock outstanding, at par - 3 (3) 3 Additional paid-in capital 126,011,808 (126,011,808) (f) 17,887,966 (4) 17,887,966 Retained earnings (deficit) (169,874,587) 170,234,522 (g) (359,935) (5) - TOTAL EQUITY (43,457,352) 43,817,287 17,528,784 17,888,719 TOTAL LIABILITIES AND EQUITY $ 8,943,472 $ (2,422,510) $ 17,528,784 $ 24,049,746 (a) As a result of fresh start accounting, all intangible assets existing as of the Effective Date were established at fair value. This adjustment eliminates the carrying value of previously existing intangible assets as of the Effective Date as the underlying Angel assets were assigned to Deerfield pursuant to the Plan of Reorganization. (b) Pursuant to the Plan of Reorganization, the Company assigned to Deerfield the Company’s (i) rights, title and interest in and to its existing license agreement with Arthrex, (ii) the associated intellectual property owned by the Company and licensed under such agreement, and (iii) rights to collect royalty payments thereunder. As such, certain prepaid expenses related to the Angel business were eliminated. (c) Pursuant to the Plan of Reorganization, the Company assigned to Deerfield the Company’s (i) rights, title and interest in and to its existing license agreement with Arthrex, (ii) the associated intellectual property owned by the Company and licensed under such agreement, and (iii) rights to collect royalty payments thereunder. As such, all deferred revenue related to the existing license agreement with Arthrex as of the Effective Date was eliminated. (d) Pursuant to the Plan of Reorganization, the Company’s obligations under the Deerfield Facility Agreement including accrued interest were cancelled and the Company ceased to have any obligations thereunder. Additionally, pursuant to the Plan of Reorganization, the DIP Credit Agreement was terminated. (e) Represents claims not expected to be settled in cash. (f) Pursuant to the Plan of Reorganization, all equity interests of the Company, including but not limited to all shares of the Company’s common stock, $ 0.0001 (g) Represents the cumulative impact of the reorganization adjustments: |
Schedule Of Cumulative Reorganization Adjustments [Table Text Block] | Description Adjustment Amount Elimination of existing intangible assets (a) $ (2,406,457) Elimination of prepaid Angel expenses (b) (16,053) Elimination of Angel deferred revenue (c) 899,920 Termination of debt agreements and accrued interest (d) 44,066,121 Elimination of various payables and accruals (e) 773,756 Cancellation of existing equity (f) 126,917,235 $ 170,234,522 |
Cumulative Impact Of Fresh Start Adjustments on APIC [Table Text Block] | Description Adjustment Amount Cash proceeds from issuance of common stock (1) $ 7,052,500 Establishment of intangible assets (2) 10,476,284 Net assets of the predecessor (5) 359,935 Less par value of common and preferred stock (3) (753) $ 17,887,966 |
Schedule Of Reorganization Costs [Table Text Block] | Costs directly attributable to the bankruptcy proceedings and implementation of the Plan are reported as reorganization items, net. A summary of reorganization items, net is presented in the following tables: Three Months ended Period from Period from Successor Successor Predecessor Professional fees $ 115,149 $ 324,551 $ 3,598,216 Net gain on reorganization adjustments - - (34,869,566) Reorganization items, net $ 115,149 $ 324,551 $ (31,271,350) Cash payments for reorganization items $ 406,157 $ 1,507,863 $ 1,839,560 |
Liquidity and Summary of Sign20
Liquidity and Summary of Significant Accounting Principles (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Specific customer receivables balances in excess of 10% of total receivables at September 30, 2016 and December 31, 2015 were as follows: Successor Predecessor September 30, 2016 December 31, 2015 BioProd / Pharmagena 49 % 47 % Arthrex 34 % 21 % Revenue from significant customers exceeding 10% of total revenues for the periods presented was as follows: Three Months ended Three Months ended Successor Predecessor St. Luke's Hospital System $ 42,000 $ - STEMCELL Technologies 37,773 - Marion IL VA Hospital 24,000 - Arthrex - 1,938,485 Period from May 5, 2016 through September Period from January 1, 2016 through May 4, Nine Months ended September 30, 2015 Successor Predecessor Predecessor STEMCELL Technologies $ 63,740 $ - $ - St. Luke's Hospital System 63,000 - - Vibra 35,320 - - Arthrex - 1,342,480 6,316,296 Rohto Pharmaceutical, Co. - - 3,000,000 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | All of the Company’s outstanding stock options and warrants were considered anti-dilutive for the periods from January 1, 2016 through May 4, 2016, May 5 through September 30, 2016 and for the three and nine months ended September 30, 2015. The Company’s convertible debt was dilutive during the period from January 1, 2016 through May 4, 2016. The total number of anti-dilutive shares underlying common stock options, warrants exercisable for common stock, and convertible debt, which have been excluded from the computation of diluted earnings (loss) per share for the periods presented, was as follows: Three Months ended Three Months ended Successor Predecessor Shares underlying: Common stock options - 12,738,931 Stock purchase warrants 6,180,000 116,134,682 Convertible debt - 72,294,951 Period from Period from Nine Months ended September 30, 2015 Successor Predecessor Predecessor Shares underlying: Common stock options - 9,173,119 12,738,931 Stock purchase warrants 6,180,000 113,629,178 116,134,682 Convertible debt - - 72,294,951 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Earnings (loss) per share are calculated for basic and diluted earnings per share as follows: Three Months ended Three Months ended Successor Predecessor Numerator for basic and fully diluted income (loss) per share $ (1,916,673) $ (13,828,987) Denominator for basic and fully diluted income (loss) per share weighted average outstanding common shares 9,927,112 125,951,100 Basic and diluted earnings (loss) per share Basic $ (0.19) $ (0.11) Diluted $ (0.19) $ (0.11) Period from Period from Nine Months ended September 30, 2015 Successor Predecessor Predecessor Numerator for basic income (loss) per share $ (3,211,516) $ 28,173,934 $ (10,592,224) Numerator adjustment for potential dilutive securities - 172,546 - Numerator for diluted income (loss) per share (3,211,516) 28,346,480 (10,592,224) Denominator for basic income (loss) per share weighted average outstanding common shares 9,876,605 125,951,100 125,951,100 Dilutive effect of convertible debt - 67,307,692 - Denominator for diluted income (loss) per share weighted average outstanding common shares 9,876,605 193,258,792 125,951,100 Basic and diluted earnings (loss) per share Basic $ (0.33) $ 0.22 $ (0.08) Diluted $ (0.33) $ 0.15 $ (0.08) |
Receivables (Tables)
Receivables (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts and other receivable, net consisted of the following: Successor Predecessor September 30, December 31, 2016 2015 Trade receivables $ 90,661 $ 460,763 Other receivables 817,640 650,230 908,301 1,110,993 Less allowance for doubtful accounts (1,651) (96,748) $ 906,650 $ 1,014,245 |
Goodwill and Other Intangible22
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Intangible Assets [Table Text Block] | Our definite-lived intangible assets as of September 30, 2016 and December 31, 2015 are as follows: Successor Predecessor September 30, December 31, 2016 2015 Trademarks $ 917,000 $ 1,047,000 Technology 6,576,000 2,355,000 Customer and clinician relationships 904,000 708,000 8,397,000 4,110,000 Less accumulated amortization (343,575) (1,596,606) $ 8,053,425 $ 2,513,394 |
Schedule of Goodwill [Table Text Block] | Changes in goodwill for the periods presented follows: Successor Predecessor Balance, at December 31, 2014 $ - $ 1,128,517 2015 impairment - (1,128,517) Balance, at December 31, 2015 - - Fresh start accounting 2,079,284 Balance, at September 30, 2016 $ 2,079,284 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Annual amortization expense based on our existing intangible assets and their estimated useful lives is expected to be approximately: 2016 (October 1, 2016 December 31, 2016) $ 213,000 2017 852,000 2018 852,000 2019 852,000 2020 852,000 2021 852,000 Thereafter 3,580,000 |
Equity and Stock-Based Compen23
Equity and Stock-Based Compensation (Tables) - Predecessor [Member] | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The Company had the following stock purchase warrants outstanding at May 4, 2016 : Outstanding Exercise Expiration Classification 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 2017 Equity 232,964 $0.65 December 2017 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 113,629,178 |
Schedule Of Share Based Compensation Expense [Table Text Block] | The Company recorded stock-based compensation expense in the periods presented as follows: Three Months ended Three Months ended Successor Predecessor Sales and marketing $ - $ (36,046) Research and development - 21,072 General and administrative - 149,577 $ - $ 134,603 Period from Period from Nine Months ended September 30, 2015 Successor Predecessor Predecessor Sales and marketing $ - $ 18,504 $ 83,583 Research and development - 6,858 64,542 General and administrative - 29,719 509,193 $ - $ 55,081 $ 657,318 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value, Measurement Inputs, Disclosure [Table Text Block] | As of September 30, 2016 Description Level 1 Level 2 Level 3 Total Assets - money market funds $ 2,501,211 $ - $ - $ 2,501,211 The following table represents the fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2015. As of December 31, 2015 Level 1 Level 2 Level 3 Total Assets - money market funds $ 614,283 $ - $ - $ 614,283 Liabilities: Warrant liabilities $ - $ - $ - $ - Embedded conversion option $ - $ - $ - $ - |
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 periods presented: Predecessor Balance at Established Change in Balance at Description Liabilities: Embedded conversion option $ 4,362,225 - (3,965,990) $ 396,235 Warrant liabilities $ 25,484,596 - (23,282,901) $ 2,201,695 Predecessor Balance at Established Change in Balance at Description Liabilities: Embedded conversion option $ 5,112,346 - (4,716,111) $ 396,235 Warrant liabilities $ 11,885,468 - (9,683,773) $ 2,201,695 Predecessor Balance at Established Change in Balance at Description Liabilities: Embedded conversion option $ - - - $ - Warrant liabilities $ - - - $ - |
Fair Value Measurements, Nonrecurring [Table Text Block] | The Successor Company’s property and equipment and intangible assets are measured at fair value on a non-recurring basis, upon establishment pursuant to fresh start accounting, and upon impairment. The Successor Company determined the fair value of its intangibles assets as of the Effective Date as follows: Identifiable Valuation Method Significant Estimated Trademarks Income approach - royalty savings method Projected sales $ 917,000 Estimated royalty rates Discount rate Technology Income approach - royalty savings method Projected sales $ 6,576,000 Estimated royalty rates Discount rate Clinician Relationships Income approach - excess earnings method Projected sales $ 904,000 Estimated attrition Projected margins Discount rate |
Description of Business and B25
Description of Business and Bankruptcy Proceedings (Details Textual) - USD ($) | 1 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 20, 2016 | Mar. 28, 2016 | May 04, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred Stock, Liquidation Preference, Value | $ 29,038,000 | $ 29,038,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 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 | ||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Payment For Offering Cost From The Proceeds Of The DIP Financing | $ 100,000 | ||||||
Common Stock [Member] | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Stock Issued During Period, Shares, New Issues | 7,500,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 7,052,500 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,180,000 | ||||||
Stock Issued During Period, Shares, Issued for Services | 162,500 | ||||||
Warrant Expiration Date | May 5, 2021 | ||||||
Proceeds from Issuance of Common Stock | $ 7,300,000 | ||||||
Stock Issued During Period, Shares, Other | 200,000 | ||||||
Payment For Offering Cost From The Proceeds Of The DIP Financing | $ 100,000 | ||||||
Commitment Fees For Debt | $ 250,000 | ||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Nov. 5, 2016 | ||||||
Backstop Commitment Date | Jun. 30, 2017 | ||||||
Exchange Shares [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 2,264,612 | 2,264,612 | 2,264,612 | ||||
Number Of Shares Committed To Issue | 3,000,000 | 3,000,000 | |||||
Administrative Claim Shares [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 162,500 | ||||||
Stock Issued During Period, Shares, Issued for Services | 100,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 62,500 | ||||||
Debt Conversion, Original Debt, Amount | $ 62,500 | $ 62,500 | |||||
Backstop Commitment [Member] | Common Stock [Member] | |||||||
Number Of Shares Committed To Purchase | 12,800,000 | ||||||
Value of Shares Committed to Purchase | $ 3,000,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Preferred Stock, Liquidation Preference, Value | $ 29,038,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||
Stock Issued During Period, Shares, New Issues | 29,038 | ||||||
Preferred Stock, Voting Rights | one percent (1%) of the voting rights of the capital stock of the Company | one percent (1%) of the voting rights of the capital stock of the Company | |||||
Preferred Stock, Shares Authorized | 29,038 | ||||||
Minimum [Member] | Common Stock [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | ||||||
Maximum [Member] | Common Stock [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||
Deerfield Facility Agreement [Member] | Series A Preferred Stock [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 29,038 | ||||||
Preferred Stock, Shares Authorized | 29,038 | ||||||
Arthrex [Member] | |||||||
Reduction In Allowed Claim | $ 15,000,000 |
Fresh Start Accounting (Details
Fresh Start Accounting (Details) $ in Thousands | May 04, 2016USD ($) |
Reorganization Value | $ 24,050 |
Estimated fair value of tangible assets | (13,574) |
Estimated fair value of identifiable intangible assets | (8,397) |
Goodwill | 2,079 |
Revaluation of Assets [Member] | |
Reorganization Value | 17,889 |
Revaluation of Liabilities [Member] | |
Reorganization Value | $ 6,161 |
Fresh Start Accounting (Detai27
Fresh Start Accounting (Details 1) - USD ($) | Sep. 30, 2016 | May 04, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current assets | |||||
Cash and cash equivalents | $ 3,878,853 | $ 10,358,209 | |||
Restricted cash | 53,489 | 53,463 | |||
Accounts and other receivable, net | 906,650 | 1,288,445 | $ 1,014,245 | ||
Inventory, net | 48,225 | 56,348 | |||
Prepaid expenses and other current assets | 729,054 | 595,540 | |||
Total current assets | 5,616,271 | 12,352,005 | |||
Property and equipment, net | 691,082 | 865,716 | |||
Deferred costs and other assets | 308,938 | 355,741 | |||
Intangible assets, net | 8,397,000 | ||||
Goodwill | 2,079,284 | 2,079,284 | 0 | $ 0 | |
TOTAL ASSETS | 16,749,000 | 24,049,746 | |||
Current liabilities | |||||
Accounts payable | 498,288 | 2,877,170 | |||
Accrued expenses and liabilities | 1,212,382 | 3,112,244 | |||
Accrued interest | 0 | 0 | |||
Deferred revenue, current portion | 0 | 0 | |||
Convertible debt subject to put rights | 0 | 0 | |||
Short term debtor-in-possession note payable | 0 | ||||
Total current liabilities not subject to compromise | 1,710,670 | 5,989,414 | |||
Non-current liabilities not subject to compromise | |||||
Deferred revenue | 0 | 0 | |||
Other liabilities | 143,191 | 171,613 | |||
Total non-current liabilities not subject to compromise | 171,613 | ||||
Liabilities subject to compromise | |||||
Accounts payable | 0 | ||||
Accrued expenses and liabilities | 0 | ||||
Accrued interest | 0 | ||||
Deferred revenue | 0 | ||||
Convertible debt subject to put rights | 0 | ||||
Derivative liabilities | 0 | ||||
Other liabilities | 0 | ||||
Total liabilities subject to compromise | 0 | ||||
TOTAL LIABILITIES | 6,161,027 | ||||
Conditionally redeemable common stock | 0 | 0 | |||
Common stock outstanding, at par | 750 | ||||
Common stock issuable | 0 | 0 | |||
Preferred stock outstanding, at par | 3 | ||||
Additional paid-in capital | 18,105,659 | 17,887,966 | |||
Retained earnings (deficit) | (3,211,516) | 0 | |||
TOTAL EQUITY | 14,895,139 | 17,888,719 | |||
TOTAL LIABILITIES AND EQUITY | $ 16,749,000 | 24,049,746 | |||
Reorganization Adjustments [Member] | |||||
Current assets | |||||
Prepaid expenses and other current assets | [1] | (16,053) | |||
Total current assets | (16,053) | ||||
Intangible assets, net | [2] | (2,406,457) | |||
TOTAL ASSETS | (2,422,510) | ||||
Current liabilities | |||||
Deferred revenue, current portion | [3] | (899,920) | |||
Short term debtor-in-possession note payable | [4] | (5,750,000) | |||
Total current liabilities not subject to compromise | (6,649,920) | ||||
Non-current liabilities not subject to compromise | |||||
Total non-current liabilities not subject to compromise | 0 | ||||
Liabilities subject to compromise | |||||
Accounts payable | [5] | (214,554) | |||
Accrued expenses and liabilities | [5] | (559,202) | |||
Accrued interest | [4] | (3,316,121) | |||
Convertible debt subject to put rights | [4] | (35,000,000) | |||
Total liabilities subject to compromise | (39,089,877) | ||||
TOTAL LIABILITIES | (45,739,797) | ||||
Conditionally redeemable common stock | [6] | (500,000) | |||
Common stock outstanding, at par | [6] | (12,477) | |||
Common stock issuable | [6] | (392,950) | |||
Additional paid-in capital | [6] | (126,011,808) | |||
Retained earnings (deficit) | [7] | 170,234,522 | |||
TOTAL EQUITY | 43,817,287 | ||||
TOTAL LIABILITIES AND EQUITY | (2,422,510) | ||||
Fresh Start Adjustments [Member] | |||||
Current assets | |||||
Cash and cash equivalents | [8] | 7,052,500 | |||
Total current assets | 7,052,500 | ||||
Intangible assets, net | [9] | 8,397,000 | |||
Goodwill | [9] | 2,079,284 | |||
TOTAL ASSETS | 17,528,784 | ||||
Current liabilities | |||||
Total current liabilities not subject to compromise | 0 | ||||
Non-current liabilities not subject to compromise | |||||
Total non-current liabilities not subject to compromise | 0 | ||||
Liabilities subject to compromise | |||||
Total liabilities subject to compromise | 0 | ||||
TOTAL LIABILITIES | 0 | ||||
Common stock outstanding, at par | [8] | 750 | |||
Preferred stock outstanding, at par | [10] | 3 | |||
Additional paid-in capital | [11] | 17,887,966 | |||
Retained earnings (deficit) | [12] | (359,935) | |||
TOTAL EQUITY | 17,528,784 | ||||
TOTAL LIABILITIES AND EQUITY | 17,528,784 | ||||
Predecessor [Member] | |||||
Current assets | |||||
Cash and cash equivalents | 3,305,709 | 922,317 | |||
Restricted cash | 53,463 | 53,449 | |||
Accounts and other receivable, net | 1,288,445 | 1,014,245 | |||
Inventory, net | 56,348 | 254,385 | |||
Prepaid expenses and other current assets | 611,593 | 804,508 | |||
Total current assets | 5,315,558 | 3,048,904 | |||
Property and equipment, net | 865,716 | 1,115,214 | |||
Deferred costs and other assets | 355,741 | 396,233 | |||
Intangible assets, net | 2,406,457 | ||||
Goodwill | 0 | 0 | 1,128,517 | ||
TOTAL ASSETS | 8,943,472 | 7,073,745 | |||
Current liabilities | |||||
Accounts payable | 2,877,170 | 1,066,766 | |||
Accrued expenses and liabilities | 3,112,244 | 2,453,255 | |||
Accrued interest | 0 | 3,143,470 | |||
Deferred revenue, current portion | 899,920 | 523,900 | |||
Convertible debt subject to put rights | 0 | 35,000,000 | |||
Short term debtor-in-possession note payable | 5,750,000 | ||||
Total current liabilities not subject to compromise | 12,639,334 | 42,187,391 | |||
Non-current liabilities not subject to compromise | |||||
Deferred revenue | 0 | 637,097 | |||
Other liabilities | 171,613 | 307,058 | |||
Total non-current liabilities not subject to compromise | 171,613 | ||||
Liabilities subject to compromise | |||||
Accounts payable | 214,554 | ||||
Accrued expenses and liabilities | 559,202 | ||||
Accrued interest | 3,316,121 | ||||
Deferred revenue | 0 | ||||
Convertible debt subject to put rights | 35,000,000 | ||||
Derivative liabilities | 0 | ||||
Other liabilities | 0 | ||||
Total liabilities subject to compromise | 39,089,877 | ||||
TOTAL LIABILITIES | 51,900,824 | ||||
Conditionally redeemable common stock | 500,000 | 500,000 | |||
Common stock outstanding, at par | 12,477 | ||||
Common stock issuable | 392,950 | 392,950 | |||
Preferred stock outstanding, at par | 0 | ||||
Additional paid-in capital | 126,011,808 | 125,956,728 | |||
Retained earnings (deficit) | (169,874,587) | (162,919,956) | |||
TOTAL EQUITY | 0 | (36,557,801) | $ 15,467,552 | ||
TOTAL LIABILITIES AND EQUITY | $ 8,943,472 | $ 7,073,745 | |||
[1] | Pursuant to the Plan of Reorganization, the Company assigned to Deerfield the Company’s (i) rights, title and interest in and to its existing license agreement with Arthrex, (ii) the associated intellectual property owned by the Company and licensed under such agreement, and (iii) rights to collect royalty payments thereunder. As such, certain prepaid expenses related to the Angel business were eliminated. | ||||
[2] | As a result of fresh start accounting, all intangible assets existing as of the Effective Date were established at fair value. This adjustment eliminates the carrying value of previously existing intangible assets as of the Effective Date as the underlying Angel assets were assigned to Deerfield pursuant to the Plan of Reorganization. | ||||
[3] | Pursuant to the Plan of Reorganization, the Company assigned to Deerfield the Company’s (i) rights, title and interest in and to its existing license agreement with Arthrex, (ii) the associated intellectual property owned by the Company and licensed under such agreement, and (iii) rights to collect royalty payments thereunder. As such, all deferred revenue related to the existing license agreement with Arthrex as of the Effective Date was eliminated. | ||||
[4] | Pursuant to the Plan of Reorganization, the Company’s obligations under the Deerfield Facility Agreement including accrued interest were cancelled and the Company ceased to have any obligations thereunder. Additionally, pursuant to the Plan of Reorganization, the DIP Credit Agreement was terminated. | ||||
[5] | Represents claims not expected to be settled in cash. | ||||
[6] | Pursuant to the Plan of Reorganization, 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. The elimination of the carrying value of the cancelled equity interests was reflected as direct charge to retained earnings (deficit). | ||||
[7] | Represents: Fresh Start Accounting (Details 2) | ||||
[8] | Pursuant to the Plan of Reorganization, as of the Effective Date, the Company issued 7,500,000 shares of new common stock, par value $0.0001 per share (the “New Common Stock”), to certain accredited investors for net cash to the Company of $7,052,500. The Company also issued warrants (the “Warrants”) to purchase 6,180,000 shares of New Common Stock to certain of the investors. The Warrants terminate on May 5, 2021 and are exercisable at any time on or after November 5, 2016 at exercise prices ranging from $0.50 per share to $1.00 per share. The number of shares of New Common Stock underlying a Warrant and its exercise price are subject to customary adjustments upon subdivisions, combinations, payment of stock dividends, reclassifications, reorganizations and consolidations. Certain investors also provided backstop commitments (collectively, the “Backstop Commitment”) to purchase up to 12,800,000 additional shares of New Common Stock for an aggregate purchase price of up to $3,000,000. The Company cannot call the Backstop Commitment prior to June 30, 2017. The New Common Stock, Warrants and Backstop Commitment are classified as equity. | ||||
[9] | Represents identifiable intangible assets of approximately $8.4 million and goodwill of approximately $2.1 million. Upon the application of fresh start accounting, the Company allocated the reorganization value to its individual assets based on their estimated fair values. Reorganization value represents the fair value of the Successor Company’s assets before considering liabilities, and the excess of reorganization value over the fair value of identified tangible and intangible assets is reported separately on the consolidated balance sheet as goodwill. | ||||
[10] | Pursuant to the Plan of Reorganization, on the Effective Date, the Company issued 29,038 shares of Series A Preferred Stock to Deerfield. The Series A Preferred Stock has no stated maturity date, is not convertible or redeemable and carries a liquidation preference of $29,038,000, which is required to be paid to holders of such Series A Preferred Stock before any payments are made with respect to shares of New Common Stock (and other capital stock that is not issued on parity or senior to the Series A Preferred Stock) upon a liquidation or change in control transaction. The Series A Preferred Stock is carried at par value and is classified as equity. | ||||
[11] | Reflects the cumulative impact of the fresh start adjustments described above on additional paid in capital: | ||||
[12] | Reflects the elimination of retained earnings upon the application of fresh-start accounting. |
Fresh Start Accounting (Detai28
Fresh Start Accounting (Details 2) | May 04, 2016USD ($) | |
Elimination of existing intangible assets | $ (2,406,457) | [1] |
Elimination of prepaid Angel expenses | (16,053) | [2] |
Elimination of Angel deferred revenue | 899,920 | [3] |
Termination of debt agreements and accrued interest | 44,066,121 | [4] |
Elimination of various payables and accruals | 773,756 | [5] |
Cancellation of existing equity | 126,917,235 | [6] |
Cumulative impact of the reorganization adjustments | $ 170,234,522 | |
[1] | As a result of fresh start accounting, all intangible assets existing as of the Effective Date were established at fair value. This adjustment eliminates the carrying value of previously existing intangible assets as of the Effective Date as the underlying Angel assets were assigned to Deerfield pursuant to the Plan of Reorganization. | |
[2] | Pursuant to the Plan of Reorganization, the Company assigned to Deerfield the Company’s (i) rights, title and interest in and to its existing license agreement with Arthrex, (ii) the associated intellectual property owned by the Company and licensed under such agreement, and (iii) rights to collect royalty payments thereunder. As such, certain prepaid expenses related to the Angel business were eliminated. | |
[3] | Pursuant to the Plan of Reorganization, the Company assigned to Deerfield the Company’s (i) rights, title and interest in and to its existing license agreement with Arthrex, (ii) the associated intellectual property owned by the Company and licensed under such agreement, and (iii) rights to collect royalty payments thereunder. As such, all deferred revenue related to the existing license agreement with Arthrex as of the Effective Date was eliminated. | |
[4] | Pursuant to the Plan of Reorganization, the Company’s obligations under the Deerfield Facility Agreement including accrued interest were cancelled and the Company ceased to have any obligations thereunder. Additionally, pursuant to the Plan of Reorganization, the DIP Credit Agreement was terminated. | |
[5] | Represents claims not expected to be settled in cash. | |
[6] | Pursuant to the Plan of Reorganization, all equity interests of the Company, including but not limited to all shares of the Company’s common stock, $0.0001 par value per share (including its redeemable common stock) (the “Old Common Stock”), warrants and options, that were issuable or issued and outstanding immediately prior to the Effective Date, were cancelled. The elimination of the carrying value of the cancelled equity interests was reflected as direct charge to retained earnings (deficit). |
Fresh Start Accounting (Detai29
Fresh Start Accounting (Details 3) - USD ($) | 4 Months Ended | ||
May 04, 2016 | Sep. 30, 2016 | ||
Establishment of intangible assets | $ 8,400,000 | $ 8,053,425 | |
Net assets of the predecessor | 0 | 3,211,516 | |
Reorganization Value | 17,887,966 | $ 18,105,659 | |
Fresh Start Adjustments [Member] | |||
Cash proceeds from issuance of common stock | [1] | 7,052,500 | |
Establishment of intangible assets | [2] | 10,476,284 | |
Net assets of the predecessor | [3] | 359,935 | |
Less par value of common and preferred stock | [4] | (753) | |
Reorganization Value | [5] | $ 17,887,966 | |
[1] | Pursuant to the Plan of Reorganization, as of the Effective Date, the Company issued 7,500,000 shares of new common stock, par value $0.0001 per share (the “New Common Stock”), to certain accredited investors for net cash to the Company of $7,052,500. The Company also issued warrants (the “Warrants”) to purchase 6,180,000 shares of New Common Stock to certain of the investors. The Warrants terminate on May 5, 2021 and are exercisable at any time on or after November 5, 2016 at exercise prices ranging from $0.50 per share to $1.00 per share. The number of shares of New Common Stock underlying a Warrant and its exercise price are subject to customary adjustments upon subdivisions, combinations, payment of stock dividends, reclassifications, reorganizations and consolidations. Certain investors also provided backstop commitments (collectively, the “Backstop Commitment”) to purchase up to 12,800,000 additional shares of New Common Stock for an aggregate purchase price of up to $3,000,000. The Company cannot call the Backstop Commitment prior to June 30, 2017. The New Common Stock, Warrants and Backstop Commitment are classified as equity. | ||
[2] | Represents identifiable intangible assets of approximately $8.4 million and goodwill of approximately $2.1 million. Upon the application of fresh start accounting, the Company allocated the reorganization value to its individual assets based on their estimated fair values. Reorganization value represents the fair value of the Successor Company’s assets before considering liabilities, and the excess of reorganization value over the fair value of identified tangible and intangible assets is reported separately on the consolidated balance sheet as goodwill. | ||
[3] | Reflects the elimination of retained earnings upon the application of fresh-start accounting. | ||
[4] | Pursuant to the Plan of Reorganization, on the Effective Date, the Company issued 29,038 shares of Series A Preferred Stock to Deerfield. The Series A Preferred Stock has no stated maturity date, is not convertible or redeemable and carries a liquidation preference of $29,038,000, which is required to be paid to holders of such Series A Preferred Stock before any payments are made with respect to shares of New Common Stock (and other capital stock that is not issued on parity or senior to the Series A Preferred Stock) upon a liquidation or change in control transaction. The Series A Preferred Stock is carried at par value and is classified as equity. | ||
[5] | Reflects the cumulative impact of the fresh start adjustments described above on additional paid in capital: |
Fresh Start Accounting (Detai30
Fresh Start Accounting (Details 4) - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | May 04, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Professional fees | $ 115,149 | $ 324,551 | |||
Net gain on reorganization adjustments | 0 | 0 | |||
Reorganization items, net | 115,149 | 324,551 | |||
Cash payments for reorganization items | $ 406,157 | $ 1,507,863 | |||
Predecessor [Member] | |||||
Professional fees | $ 3,598,216 | ||||
Net gain on reorganization adjustments | (34,869,566) | ||||
Reorganization items, net | $ 0 | (31,271,350) | $ 0 | ||
Cash payments for reorganization items | $ 1,839,560 |
Fresh Start Accounting (Detai31
Fresh Start Accounting (Details Textual) - USD ($) | 4 Months Ended | ||||
May 04, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | |
Reorganization Value | $ 24,050,000 | ||||
Fair Value Inputs, Discount Rate | 29.00% | ||||
Debt-Free Net Cash Flow Growth Rate | 3.40% | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||
Preferred Stock, Liquidation Preference, Value | $ 29,038,000 | ||||
Intangible Assets, Net (Excluding Goodwill), Total | $ 8,400,000 | 8,053,425 | |||
Goodwill | $ 2,079,284 | $ 2,079,284 | $ 0 | $ 0 | |
Common Stock [Member] | |||||
Stock Issued During Period, Shares, New Issues | 7,500,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
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 | ||||
Backstop Commitment Date | Jun. 30, 2017 | ||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Nov. 5, 2016 | ||||
Common Stock [Member] | Minimum [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | ||||
Common Stock [Member] | Maximum [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||
Revaluation of Assets [Member] | |||||
Reorganization Value | $ 17,889,000 | ||||
Predecessor [Member] | |||||
Common Stock, Voting Rights | the holders of existing voting shares of the Predecessor Company received less than 50% of the voting shares of the emerging entity | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||
Intangible Assets, Net (Excluding Goodwill), Total | $ 2,513,394 | ||||
Goodwill | $ 0 | $ 0 | $ 1,128,517 | ||
Predecessor [Member] | Common Stock [Member] | |||||
Stock Issued During Period, Shares, New Issues | 7,500,000 | ||||
Backstop Commitment [Member] | Common Stock [Member] | |||||
Number Of Shares Committed To Purchase | 12,800,000 | ||||
Value of Shares Commited to Purchase | $ 3,000,000 | ||||
Series A Preferred Stock [Member] | |||||
Stock Issued During Period, Shares, New Issues | 29,038 | ||||
Preferred Stock, Shares Authorized | 29,038 | ||||
Preferred Stock, Liquidation Preference, Value | $ 29,038,000 |
Liquidity and Summary of Sign32
Liquidity and Summary of Significant Accounting Principles (Details) - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | May 04, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Sales Revenue, Goods, Net | $ 139,000 | $ 247,890 | |||||
Predecessor [Member] | |||||||
Sales Revenue, Goods, Net | $ 1,633,464 | $ 922,608 | $ 5,272,073 | ||||
Accounts Receivable [Member] | Arthrex [Member] | |||||||
Concentration Risk, Percentage | 34.00% | ||||||
Accounts Receivable [Member] | Arthrex [Member] | Predecessor [Member] | |||||||
Concentration Risk, Percentage | 21.00% | ||||||
Accounts Receivable [Member] | Pharmagena [Member] | |||||||
Concentration Risk, Percentage | 49.00% | ||||||
Accounts Receivable [Member] | Pharmagena [Member] | Predecessor [Member] | |||||||
Concentration Risk, Percentage | 47.00% | ||||||
Customer [Member] | Arthrex [Member] | |||||||
Sales Revenue, Goods, Net | 0 | 0 | |||||
Customer [Member] | Arthrex [Member] | Predecessor [Member] | |||||||
Sales Revenue, Goods, Net | 1,938,485 | 1,342,480 | 6,316,296 | ||||
Customer [Member] | Vibra Healthcare [Member] | |||||||
Sales Revenue, Goods, Net | 35,320 | ||||||
Customer [Member] | Vibra Healthcare [Member] | Predecessor [Member] | |||||||
Sales Revenue, Goods, Net | 0 | 0 | |||||
Customer [Member] | St. Luke's Hospital System [Member] | |||||||
Sales Revenue, Goods, Net | 42,000 | 63,000 | |||||
Customer [Member] | St. Luke's Hospital System [Member] | Predecessor [Member] | |||||||
Sales Revenue, Goods, Net | 0 | 0 | 0 | ||||
Customer [Member] | STEMCELL Technologies [Member] | |||||||
Sales Revenue, Goods, Net | 37,773 | 63,740 | |||||
Customer [Member] | STEMCELL Technologies [Member] | Predecessor [Member] | |||||||
Sales Revenue, Goods, Net | 0 | 0 | 0 | ||||
Customer [Member] | Marion IL VA Hospital [Member] | |||||||
Sales Revenue, Goods, Net | $ 24,000 | ||||||
Customer [Member] | Marion IL VA Hospital [Member] | Predecessor [Member] | |||||||
Sales Revenue, Goods, Net | $ 0 | ||||||
Customer [Member] | Rohto Pharmaceutical Co [Member] | |||||||
Sales Revenue, Goods, Net | $ 0 | ||||||
Customer [Member] | Rohto Pharmaceutical Co [Member] | Predecessor [Member] | |||||||
Sales Revenue, Goods, Net | $ 0 | $ 3,000,000 |
Liquidity and Summary of Sign33
Liquidity and Summary of Significant Accounting Principles (Details 1) - shares | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | May 04, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Convertible Debt Securities [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | |||
Convertible Debt Securities [Member] | Predecessor [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 72,294,951 | 0 | 72,294,951 | ||
Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,180,000 | 6,180,000 | |||
Warrant [Member] | Predecessor [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 116,134,682 | 113,629,178 | 116,134,682 | ||
Employee Stock Option [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | |||
Employee Stock Option [Member] | Predecessor [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,738,931 | 9,173,119 | 12,738,931 |
Liquidity and Summary of Sign34
Liquidity and Summary of Significant Accounting Principles(Details 2) - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | May 04, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Numerator for basic income (loss) per share | $ (1,916,673) | $ (3,211,516) | |||||
Denominator for basic and fully diluted income (loss) per share weighted average outstanding common shares | 9,927,112 | ||||||
Numerator adjustment for potential dilutive securities | 0 | ||||||
Numerator for diluted income (loss) per share | $ (3,211,516) | ||||||
Denominator for basic income (loss) per share weighted average outstanding common shares | 9,927,112 | 9,876,605 | |||||
Dilutive effect of convertible debt | 0 | ||||||
Denominator for diluted income (loss) per share weighted average outstanding common shares | 9,927,112 | 9,876,605 | |||||
Basic and diluted earnings (loss) per share | |||||||
Basic (in dollars per share) | $ (0.19) | $ (0.33) | |||||
Diluted (in dollars per share) | $ (0.19) | $ (0.33) | |||||
Predecessor [Member] | |||||||
Numerator for basic income (loss) per share | $ (13,828,987) | $ 28,173,934 | $ (10,592,224) | $ (52,808,108) | |||
Denominator for basic and fully diluted income (loss) per share weighted average outstanding common shares | 125,951,100 | ||||||
Numerator adjustment for potential dilutive securities | 172,546 | $ 0 | |||||
Numerator for diluted income (loss) per share | $ 28,346,480 | $ (10,592,224) | |||||
Denominator for basic income (loss) per share weighted average outstanding common shares | 125,951,100 | 125,951,100 | 125,951,100 | ||||
Dilutive effect of convertible debt | 67,307,692 | 0 | |||||
Denominator for diluted income (loss) per share weighted average outstanding common shares | 125,951,100 | 193,258,792 | 125,951,100 | ||||
Basic and diluted earnings (loss) per share | |||||||
Basic (in dollars per share) | $ (0.11) | $ 0.22 | $ (0.08) | ||||
Diluted (in dollars per share) | $ (0.11) | $ 0.15 | $ (0.08) |
Liquidity and Summary of Sign35
Liquidity and Summary of Significant Accounting Principles (Details Textual) - USD ($) | Dec. 04, 2015 | Aug. 11, 2015 | Sep. 30, 2015 | Aug. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | May 04, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Jun. 30, 2016 |
Goodwill, Impairment Loss | $ 0 | ||||||||||||
Inventory Valuation Reserves | $ 3,000 | $ 3,000 | $ 3,000 | 58,000 | |||||||||
Allowance for Doubtful Accounts Receivable | 2,000 | 2,000 | 2,000 | 97,000 | |||||||||
Remaining Accrual For Business Exit Costs | $ 200,000 | ||||||||||||
Cash Equivalents, at Carrying Value | 3,900,000 | 3,900,000 | 3,900,000 | ||||||||||
License and Maintenance Revenue | $ 100,000 | $ 140,000 | $ 300,000 | ||||||||||
License and Services Revenue | $ 3,000,000 | ||||||||||||
Cash, FDIC Insured Amount | 250,000 | 250,000 | 250,000 | ||||||||||
Backstop commitments Amount | 3,000,000 | ||||||||||||
Omnibus Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,362,500 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 105,000 | ||||||||||||
Federal Deposit Insurance Corporation [Member] | |||||||||||||
Cash, Uninsured Amount | $ 3,600,000 | $ 3,600,000 | $ 3,600,000 | ||||||||||
Product Revenues [Member] | |||||||||||||
Deferred Revenue | 100,000 | ||||||||||||
Licensing Agreements [Member] | |||||||||||||
Deferred Revenue | 1,000,000 | ||||||||||||
Non-US [Member] | |||||||||||||
Percentage Of Product Sales | 22.00% | 30.00% | 0.00% | 13.00% | 13.00% | 0.00% | 16.00% | ||||||
Predecessor [Member] | |||||||||||||
Goodwill, Impairment Loss | $ 1,100,000 | $ 1,100,000 | $ 1,128,517 | ||||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 22,600,000 |
Distribution, Licensing and C36
Distribution, Licensing and Collaboration Arrangements (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | |||
May 31, 2016 | Jan. 31, 2015 | Sep. 30, 2016 | May 04, 2016 | Sep. 30, 2016 | May 22, 2016 | Dec. 31, 2013 | |
Distribution And Licensing Agreements [Line Items] | |||||||
Advance Royalties | $ 5,000,000 | ||||||
Other Income | $ 30,000 | $ 50,000 | |||||
Boyalife Distribution Agreement | |||||||
Distribution And Licensing Agreements [Line Items] | |||||||
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 | ||||||
Boyalife Distribution Agreement | Maximum [Member] | |||||||
Distribution And Licensing Agreements [Line Items] | |||||||
Exchange Payment To Be Made In Exercisable Of Contract | $ 250,000 | ||||||
Restorix Distribution Agreement [Member] | |||||||
Distribution And Licensing Agreements [Line Items] | |||||||
Reduction In Allowed Claim | $ 15,000,000 | ||||||
Current Product Price | $ 700 | ||||||
Restorix Distribution Agreement [Member] | Maximum [Member] | |||||||
Distribution And Licensing Agreements [Line Items] | |||||||
Current Product Price | $ 750 | ||||||
Millennia Holdings, Inc [Member] | |||||||
Distribution And Licensing Agreements [Line Items] | |||||||
Payments for Terminated Licenses | $ 1,500,000 | ||||||
Rohto Pharmaceutical Co., Ltd [Member] | |||||||
Distribution And Licensing Agreements [Line Items] | |||||||
Proceeds from License Fees Received | $ 3,000,000 |
Receivables (Details)
Receivables (Details) - USD ($) | Sep. 30, 2016 | May 04, 2016 | Dec. 31, 2015 |
Accounts Receivable, Gross, Current | $ 908,301 | ||
Less allowance for doubtful accounts | (1,651) | ||
Accounts and Other Receivables, Net, Current | 906,650 | $ 1,288,445 | $ 1,014,245 |
Predecessor [Member] | |||
Accounts Receivable, Gross, Current | 1,110,993 | ||
Less allowance for doubtful accounts | (96,748) | ||
Accounts and Other Receivables, Net, Current | $ 1,288,445 | 1,014,245 | |
Trade Receivables [Member] | |||
Accounts Receivable, Gross, Current | 90,661 | ||
Trade Receivables [Member] | Predecessor [Member] | |||
Accounts Receivable, Gross, Current | 460,763 | ||
Other Receivables [Member] | |||
Accounts Receivable, Gross, Current | $ 817,640 | ||
Other Receivables [Member] | Predecessor [Member] | |||
Accounts Receivable, Gross, Current | $ 650,230 |
Goodwill and Other Intangible38
Goodwill and Other Intangible Assets (Details) - USD ($) | Sep. 30, 2016 | May 04, 2016 | Dec. 31, 2015 |
Total | $ 8,397,000 | ||
Less accumulated amortization | (343,575) | ||
Intangible assets, net | 8,053,425 | $ 8,400,000 | |
Predecessor [Member] | |||
Total | $ 4,110,000 | ||
Less accumulated amortization | (1,596,606) | ||
Intangible assets, net | 2,513,394 | ||
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets, Gross | 904,000 | ||
Customer Relationships [Member] | Predecessor [Member] | |||
Finite-Lived Intangible Assets, Gross | 708,000 | ||
Technology Equipment [Member] | |||
Finite-Lived Intangible Assets, Gross | 6,576,000 | ||
Technology Equipment [Member] | Predecessor [Member] | |||
Finite-Lived Intangible Assets, Gross | 2,355,000 | ||
Trademarks [Member] | |||
Finite-Lived Intangible Assets, Gross | $ 917,000 | ||
Trademarks [Member] | Predecessor [Member] | |||
Finite-Lived Intangible Assets, Gross | $ 1,047,000 |
Goodwill and Other Intangible39
Goodwill and Other Intangible Assets (Details 1) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2016 | |
Goodwill | $ 0 | |||
2015 impairment | 0 | |||
Goodwill | 0 | |||
Fresh start accounting | $ 2,079,284 | |||
Predecessor [Member] | ||||
Goodwill | 1,128,517 | |||
2015 impairment | $ (1,100,000) | $ (1,100,000) | (1,128,517) | |
Goodwill | $ 0 |
Goodwill and Other Intangible40
Goodwill and Other Intangible Assets (Details 2) | Sep. 30, 2016USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2016 (October 1, 2016 - December 31, 2016) | $ 213,000 |
2,017 | 852,000 |
2,018 | 852,000 |
2,019 | 852,000 |
2,020 | 852,000 |
2,021 | 852,000 |
Thereafter | $ 3,580,000 |
Goodwill and Other Intangible41
Goodwill and Other Intangible Assets (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Feb. 29, 2012 | Apr. 30, 2010 | Sep. 30, 2016 | Sep. 30, 2015 | May 04, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Goodwill, Impairment Loss | $ 0 | |||||||||
Amortization of Intangible Assets | $ 200,000 | $ 300,000 | ||||||||
Predecessor [Member] | ||||||||||
Goodwill, Impairment Loss | $ 1,100,000 | $ 1,100,000 | $ 1,128,517 | |||||||
Aldagen, Inc [Member] | Predecessor [Member] | ||||||||||
Goodwill, Acquired During Period | $ 400,000 | |||||||||
Angel [Member] | ||||||||||
Amortization of Intangible Assets | $ 100,000 | $ 100,000 | $ 200,000 | |||||||
Angel [Member] | Predecessor [Member] | ||||||||||
Goodwill, Acquired During Period | $ 700,000 | |||||||||
Maximum [Member] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||||||||
Maximum [Member] | Predecessor [Member] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | |||||||||
Minimum [Member] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 9 years | |||||||||
Minimum [Member] | Predecessor [Member] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 8 years |
Debt (Details Textual)
Debt (Details Textual) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | ||||||
Jan. 28, 2016 | May 04, 2016 | Dec. 31, 2014 | Sep. 30, 2016 | Mar. 31, 2016 | Mar. 09, 2016 | Jan. 26, 2016 | Dec. 31, 2015 | Oct. 01, 2015 | |
Debt Conversion [Line Items] | |||||||||
Interest Payable, Current | $ 0 | $ 0 | |||||||
Series A Preferred Stock [Member] | |||||||||
Debt Conversion [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 29,038 | ||||||||
DIP Credit Agreement [Member] | |||||||||
Debt Conversion [Line Items] | |||||||||
Debt, Current | $ 5,750,000 | $ 38,300,000 | |||||||
Predecessor [Member] | |||||||||
Debt Conversion [Line Items] | |||||||||
Debt Discount Convertible Debt | $ 34,800,000 | ||||||||
Stock Issued During Period, Shares, Other | 2,709,677 | ||||||||
Interest Payable, Current | $ 0 | $ 3,143,470 | |||||||
Debt Instrument, Fee Amount | $ 1,100,000 | ||||||||
Deerfield Facility Agreement [Member] | Series A Preferred Stock [Member] | |||||||||
Debt Conversion [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 29,038 | ||||||||
Deerfield Facility Agreement [Member] | Predecessor [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 | ||||||||
Minimum Cash Balance | 5,000,000 | ||||||||
Interest Payable, Current | $ 2,600,000 | ||||||||
Modified Minimum Cash Balance | $ 500,000 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.52 | ||||||||
Demand Deposit Accounts | $ 5,000,000 | ||||||||
DIP Loans [Member] | |||||||||
Debt Conversion [Line Items] | |||||||||
Proceeds from Issuance of Debt | $ 5,750,000 | ||||||||
Debt Instrument, Fee Amount | $ 300,000 | ||||||||
DIP Loans [Member] | Predecessor [Member] | |||||||||
Debt Conversion [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,000,000 | ||||||||
Percentage Of Lenders Of Existing Debt | 100.00% |
Equity and Stock-Based Compen43
Equity and Stock-Based Compensation (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Class of Warrant or Right, Outstanding | 113,629,178 |
Stock Purchase Warrants [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 |
Accounting Classification Of Warrants | Equity |
Stock Purchase Warrants One [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 |
Accounting Classification Of Warrants | Equity |
Stock Purchase Warrants Two [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 |
Accounting Classification Of Warrants | Equity |
Stock Purchase Warrants Three [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 2,017 |
Accounting Classification Of Warrants | Equity |
Stock Purchase Warrants Four [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 2,017 |
Accounting Classification Of Warrants | Equity |
Stock Purchase Warrants Five [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 |
Accounting Classification Of Warrants | Liability |
Stock Purchase Warrants Six [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 |
Accounting Classification Of Warrants | Liability |
Stock Purchase Warrants Seven [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 |
Accounting Classification Of Warrants | Liability |
Stock Purchase Warrants Eight [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 |
Accounting Classification Of Warrants | Equity |
Stock Purchase Warrants Nine [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 |
Accounting Classification Of Warrants | Equity |
Stock Purchase Warrants Ten [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 |
Accounting Classification Of Warrants | Liability |
Stock Purchase Warrants Eleven [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 |
Accounting Classification Of Warrants | Liability |
Equity and Stock-Based Compen44
Equity and Stock-Based Compensation (Details 1) - USD ($) | 3 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | May 04, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation | $ 0 | $ 0 | ||||
Predecessor [Member] | ||||||
Share-based Compensation | $ 134,603 | $ 55,081 | $ 657,318 | $ 657,318 | ||
Sales and marketing [Member] | ||||||
Share-based Compensation | 0 | 0 | ||||
Sales and marketing [Member] | Predecessor [Member] | ||||||
Share-based Compensation | (36,046) | 18,504 | 83,583 | |||
Research and development [Member] | ||||||
Share-based Compensation | 0 | 0 | ||||
Research and development [Member] | Predecessor [Member] | ||||||
Share-based Compensation | 21,072 | 6,858 | 64,542 | |||
General and administrative [Member] | ||||||
Share-based Compensation | $ 0 | $ 0 | ||||
General and administrative [Member] | Predecessor [Member] | ||||||
Share-based Compensation | $ 149,577 | $ 29,719 | $ 509,193 |
Equity and Stock-Based Compen45
Equity and Stock-Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 4 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 20, 2016 | May 04, 2016 | Mar. 28, 2016 | Mar. 31, 2014 | Aug. 31, 2016 | May 04, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 09, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 4 months 24 days | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common Stock, Shares Authorized | 31,500,000 | 31,500,000 | 31,500,000 | ||||||||
Authorized Shares, Common And Preferred | 32,500,000 | 32,500,000 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 300,000 | $ 300,000 | |||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||
Plan Of Reorganization Description Of Common Stock Issued For Stock Holders | at a rate of one share of New Common Stock for every 41.8934 shares of Old Common Stock held by such holders | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred Stock, Liquidation Preference, Value | $ 29,038,000 | $ 29,038,000 | |||||||||
Payment For Offering Cost | $ 100,000 | ||||||||||
Certificate Of Designation Description | (i) issue securities that are senior or pari passu with the Series A Preferred Stock, (ii) incur debt other than for working capital purposes not in excess of $3.0 million, (iii) issue securities that are junior to the Series A Preferred Stock and that provide certain consent rights to the holders of such junior securities in connection with a liquidation or contain certain liquidation preferences, (iv) pay dividends on or purchase shares of its capital stock, and (v) change the authorized number of members of its Board of Directors to a number other than five, in each case without the consent of holders representing at least two-thirds of the outstanding shares of Series A Preferred Stock. The Series A Preferred Stock is classified in equity. | ||||||||||
OmnibusPlan [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,362,500 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 105,000 | ||||||||||
Predecessor [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common Stock, Shares Authorized | 425,000,000 | 425,000,000 | 425,000,000 | ||||||||
Authorized Shares, Common And Preferred | 440,000,000 | 440,000,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 9,600,000 | ||||||||||
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 | ||||||||||
Payments of Stock Issuance Costs | $ 136,000 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.52 | ||||||||||
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 Authorized | 18,000,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 29,038 | ||||||||||
Preferred Stock, Shares Authorized | 29,038 | 29,038 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||||
Preferred Stock, Liquidation Preference, Value | $ 29,038,000 | $ 29,038,000 | |||||||||
Preferred Stock, Voting Rights | one percent (1%) of the voting rights of the capital stock of the Company | one percent (1%) of the voting rights of the capital stock of the Company | |||||||||
Convertible Preferred Stock [Member] | Predecessor [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Preferred Stock, Shares Authorized | 15,000,000 | 15,000,000 | |||||||||
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 | ||||||||||
New Common Stock [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 7,500,000 | ||||||||||
Proceeds from Issuance of Common Stock | $ 7,300,000 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 7,052,500 | ||||||||||
Commitment Fees For Debt | $ 250,000 | ||||||||||
Warrant Expiration Date | May 5, 2021 | ||||||||||
New Common Stock [Member] | Backstop Commitment [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Number Of Shares Committed To Purchase | 12,800,000 | ||||||||||
Value of Shares Committed to Purchase | $ 3,000,000 | ||||||||||
Common Stock [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,180,000 | 6,180,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 7,500,000 | ||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||||
Proceeds from Issuance of Common Stock | $ 7,300,000 | ||||||||||
Stock Issued During Period, Value, New Issues | 7,052,500 | ||||||||||
Commitment Fees For Debt | $ 250,000 | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 162,500 | ||||||||||
Warrant Expiration Date | May 5, 2021 | ||||||||||
Payment For Offering Cost | $ 100,000 | ||||||||||
Common Stock [Member] | Predecessor [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 7,500,000 | ||||||||||
Stock Issued During Period, Value, New Issues | $ 750 | ||||||||||
Common Stock [Member] | Backstop Commitment [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Number Of Shares Committed To Purchase | 12,800,000 | ||||||||||
Value of Shares Committed to Purchase | $ 3,000,000 | ||||||||||
Common Stock [Member] | Minimum [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.50 | $ 0.50 | |||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | |||||||||
Exchange Shares [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 2,264,612 | 2,264,612 | 2,264,612 | ||||||||
Number Of Shares Committed To Issue | 3,000,000 | 3,000,000 | |||||||||
Administrative Claim Shares [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Stock Issued During Period, Shares, New Issues | 162,500 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 62,500 | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 100,000 | ||||||||||
Debt Conversion, Original Debt, Amount | $ 62,500 | $ 62,500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - Predecessor [Member] - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets - money market funds | $ 2,501,211 | $ 614,283 |
Warrant liabilities | 0 | |
Embedded conversion option | 0 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets - money market funds | 2,501,211 | 614,283 |
Warrant liabilities | 0 | |
Embedded conversion option | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets - money market funds | 0 | 0 |
Warrant liabilities | 0 | |
Embedded conversion option | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Assets - money market funds | $ 0 | 0 |
Warrant liabilities | 0 | |
Embedded conversion option | $ 0 |
Fair Value Measurements (Deta47
Fair Value Measurements (Details 1) | Sep. 30, 2016USD ($) |
Trademarks [Member] | Income Approach Royalty Savings Method [Member] | |
Assets, Fair Value Disclosure, Nonrecurring | $ 917,000 |
Techonology [Member] | Income Approach Royalty Savings Method [Member] | |
Assets, Fair Value Disclosure, Nonrecurring | 6,576,000 |
Clinician Relationships [Member] | Income approach Excess Earnings Method [Member] | |
Assets, Fair Value Disclosure, Nonrecurring | $ 904,000 |
Fair Value Measurements (Deta48
Fair Value Measurements (Details 2) - Predecessor [Member] - USD ($) | 3 Months Ended | 4 Months Ended | 9 Months Ended |
Sep. 30, 2015 | May 04, 2016 | Sep. 30, 2015 | |
Warrant liabilities [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Balance | $ 11,885,468 | $ 0 | $ 25,484,596 |
Established | 0 | 0 | 0 |
Change in Fair Value | (9,683,773) | 0 | (23,282,901) |
Balance | 2,201,695 | 0 | 2,201,695 |
Embedded conversion options [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Balance | 5,112,346 | 0 | 4,362,225 |
Established | 0 | 0 | 0 |
Change in Fair Value | (4,716,111) | 0 | (3,965,990) |
Balance | $ 396,235 | $ 0 | $ 396,235 |
Fair Value Measurements (Deta49
Fair Value Measurements (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 28, 2014 | Sep. 30, 2015 | Dec. 31, 2015 | May 04, 2016 | |
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 | Jun. 24, 2017 | |||
Goodwill, Impairment Loss | $ 0 | |||
Convertible Debt, Fair Value Disclosures | $ 25,400,000 | |||
In Process Research and Development [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Goodwill, Impairment Loss | $ 1,100,000 | |||
Impairment of Intangible Assets (Excluding Goodwill) | $ 22,600,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) | 9 Months Ended | |
Sep. 30, 2016USD ($)a | Jul. 31, 2009USD ($) | |
December 31, 2018 [Member] | ||
Commitments and Contingencies [Line Items] | ||
Operating Leases, Monthly Rental Payments | $ 14,000 | |
Maryland [Member] | Letter of Credit [Member] | ||
Commitments and Contingencies [Line Items] | ||
Debt Instrument, Face Amount | $ 50,000 | |
Gaithersburg, Maryland [Member] | ||
Commitments and Contingencies [Line Items] | ||
Operating Leases, Area | a | 12,000 | |
Durham, North Carolina [Member] | ||
Commitments and Contingencies [Line Items] | ||
Operating Leases, Area | a | 16,300 | |
Durham, North Carolina [Member] | December 31, 2018 [Member] | ||
Commitments and Contingencies [Line Items] | ||
Operating Leases, Monthly Rental Payments | $ 21,000 | |
Nashville, Tennessee facility lease [Member] | ||
Commitments and Contingencies [Line Items] | ||
Operating Leases, Area | a | 2,100 | |
Operating Leases, Monthly Rental Payments | $ 4,000 | |
Gaithersburg, Maryland (Lease Facility 1) [Member] | September 2019 [Member] | ||
Commitments and Contingencies [Line Items] | ||
Operating Leases, Monthly Rental Payments | 14,000 | |
Gaithersburg, Maryland (Lease Facility 2) [Member] | September 2019 [Member] | ||
Commitments and Contingencies [Line Items] | ||
Operating Leases, Monthly Rental Payments | $ 4,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] | 1 Months Ended |
Oct. 28, 2016USD ($) | |
Subsequent Event [Line Items] | |
Repayments of Related Party Debt | $ 201,200 |
Debt Instrument, Periodic Payment | $ 33,333.33 |