DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 3 Months Ended | |
Mar. 31, 2020 | May 11, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Entity Registrant Name | YIELD10 BIOSCIENCE, INC. | |
Entity Central Index Key | 0001121702 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,970,298 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | |||
Cash and cash equivalents | $ 4,295 | $ 5,417 | |
Short-term investments | 5,475 | 5,700 | |
Accounts receivable | 54 | 72 | |
Unbilled receivables | 125 | 20 | |
Prepaid expenses and other current assets | 560 | 475 | |
Total current assets | 10,509 | 11,684 | |
Restricted cash | 254 | 332 | |
Property and equipment, net | 1,021 | 1,243 | |
Right-of-use assets | 2,990 | 3,141 | |
Other assets | 272 | 318 | |
Total assets | 15,046 | 16,718 | |
Current Liabilities: | |||
Accounts payable | 135 | 279 | |
Accrued expenses | 1,579 | 1,326 | |
Lease liabilities | 473 | 602 | |
Total current liabilities | 2,187 | 2,207 | |
Lease liabilities, net of current portion | 3,512 | 3,619 | |
Warrant liability | 0 | 14,977 | |
Other long-term liabilities | 18 | $ 0 | |
Total liabilities | 5,717 | 20,803 | |
Commitments and contingencies (Note 9) | |||
Series B Convertible Preferred Stock ($0.01 par value per share); 0 and 5,750 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 0 | 0 | 0 |
Stockholders’ Equity (Deficit): | |||
Series A Convertible Preferred Stock ($0.01 par value per share); 296 shares and 796 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 0 | 0 | |
Common stock ($0.01 par value per share); 60,000,000 shares authorized at March 31, 2020 and December 31, 2019; 1,923,184 and 933,423 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 19 | 9 | |
Additional paid-in capital | 377,963 | 360,926 | |
Accumulated other comprehensive loss | (159) | (126) | |
Accumulated deficit | (368,494) | (364,894) | |
Total stockholders’ equity (deficit) | 9,329 | (4,085) | $ 5,698 |
Total liabilities, convertible preferred stock and stockholders’ equity (deficit) | $ 15,046 | $ 16,718 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue: | ||
Revenue | $ 179 | $ 124 |
Expenses: | ||
Research and development | 1,460 | 1,223 |
General and administrative | 1,387 | 1,186 |
Total expenses | 2,847 | 2,409 |
Loss from operations | (2,668) | (2,285) |
Other income (expense): | ||
Change in fair value of warrants | (957) | 0 |
Interest income | 37 | 27 |
Other income (expense), net | (4) | (2) |
Total other income (expense) | (924) | 25 |
Net loss from operations before income tax expense | (3,592) | (2,260) |
Income tax expense | (8) | 0 |
Net loss | $ (3,600) | $ (2,260) |
Basic and diluted net loss per share (in USD per share) | $ (2.12) | $ (8.61) |
Number of shares used in per share calculations: | ||
Basic and diluted (in shares) | 1,697,125 | 262,567 |
Grant | ||
Revenue: | ||
Revenue | $ 179 | $ 124 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Series B Convertible Preferred Stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Series B Convertible Preferred Stock, issued (in shares) | 0 | 5,750 |
Series B Convertible Preferred Stock, outstanding (in shares) | 0 | 5,750 |
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, issued (in shares) | 296 | 796 |
Preferred stock, outstanding (in shares) | 296 | 796 |
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 60,000,000 | 60,000,000 |
Common stock, issued (in shares) | 1,923,184 | 933,423 |
Common stock, outstanding (in shares) | 1,923,184 | 933,423 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS UNAUDITED - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (3,600) | $ (2,260) |
Other comprehensive loss | ||
Change in unrealized gain (loss) on investments | 22 | 0 |
Change in foreign currency translation adjustment | (55) | (5) |
Total other comprehensive loss | (33) | (5) |
Comprehensive loss | $ (3,633) | $ (2,265) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (3,600) | $ (2,260) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 48 | 50 |
Change in fair value of warrants | 957 | 0 |
Loss on disposal of fixed assets | 206 | 0 |
Charge for 401(k) company common stock match | 42 | 24 |
Stock-based compensation | 137 | 162 |
Non-cash lease expense | 151 | 147 |
Deferred tax provision | 30 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivables | 18 | 49 |
Unbilled receivables | (105) | (13) |
Prepaid expenses and other assets | (69) | (60) |
Accounts payable | (144) | (105) |
Accrued expenses | 259 | (92) |
Lease liabilities | (236) | (198) |
Other liabilities | 18 | 0 |
Net cash used for operating activities | (2,288) | (2,296) |
Cash flows from investing activities | ||
Purchase of property and equipment | (42) | 0 |
Proceeds from sale of property and equipment | 10 | 0 |
Purchase of short-term investments | (503) | 0 |
Proceeds from the sale and maturity of short-term investments | 750 | 2,746 |
Net cash provided by investing activities | 215 | 2,746 |
Cash flows from financing activities | ||
Proceeds from warrants exercised (Note 11) | 928 | 0 |
Proceeds from registered direct offering, net of issuance costs | 0 | 2,597 |
Net cash provided by financing activities | 928 | 2,597 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (55) | (5) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (1,200) | 3,042 |
Cash, cash equivalents and restricted cash at beginning of period | 5,749 | 3,355 |
Cash, cash equivalents and restricted cash at end of period | 4,549 | 6,397 |
Supplemental disclosure of non-cash information: | ||
Purchase of property and equipment included in accounts payable and accrued expenses | 0 | 12 |
Offering costs remaining in accrued expenses | $ 0 | $ 14 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Series A Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2018 | 0 | 250,631 | ||||
Balance at Dec. 31, 2018 | $ 5,698 | $ 0 | $ 3 | $ 357,743 | $ (110) | $ (351,938) |
Increase (decrease) in stockholders' equity | ||||||
Non-cash stock-based compensation expense | 162 | 162 | ||||
Issuance of common stock for 401k match (in shares) | 518 | |||||
Issuance of common stock for 401(k) match | 17 | 17 | ||||
Issuance of common stock for registered direct offering (in shares) | 60,541 | |||||
Issuance of common stock for registered direct offering, net of offering costs | 2,583 | 2,583 | ||||
Effect of foreign currency translation and unrealized loss on investments | (5) | (5) | ||||
Net loss | (2,260) | (2,260) | ||||
Balance (in shares) at Mar. 31, 2019 | 0 | 311,690 | ||||
Balance at Mar. 31, 2019 | $ 6,195 | $ 0 | $ 3 | 360,505 | (115) | (354,198) |
Series B Convertible Preferred Stock, outstanding (in shares) at Dec. 31, 2018 | 0 | |||||
Series B Convertible Preferred Stock, outstanding at Dec. 31, 2018 | $ 0 | |||||
Series B Convertible Preferred Stock, outstanding (in shares) at Mar. 31, 2019 | 0 | |||||
Series B Convertible Preferred Stock, outstanding at Mar. 31, 2019 | $ 0 | |||||
Balance (in shares) at Dec. 31, 2019 | 796 | 933,423 | ||||
Balance at Dec. 31, 2019 | (4,085) | $ 0 | $ 9 | 360,926 | (126) | (364,894) |
Increase (decrease) in stockholders' equity | ||||||
Non-cash stock-based compensation expense | 160 | 160 | ||||
Issuance of common stock for 401k match (in shares) | 3,715 | |||||
Issuance of common stock for 401(k) match | 25 | 25 | ||||
Issuance of common stock for warrant exercise (in shares) | 204,796 | |||||
Issuance of common stock for warrant exercise (Note 11) | 928 | $ 2 | 926 | |||
Issuance of common stock upon conversion of Series A Convertible Preferred Stock (in shares) | (500) | (62,500) | ||||
Issuance of common stock upon conversion of Series A Convertible Preferred Stock | 0 | $ 1 | (1) | |||
Issuance of common stock upon conversion of Series B Convertible Preferred Stock (in shares) | 718,750 | |||||
Issuance of common stock upon conversion of Series B Convertible Preferred Stock | 0 | $ 7 | (7) | |||
Reclassification of warrant liability to equity | 15,934 | 15,934 | ||||
Effect of foreign currency translation and unrealized loss on investments | (33) | (33) | ||||
Net loss | (3,600) | (3,600) | ||||
Balance (in shares) at Mar. 31, 2020 | 296 | 1,923,184 | ||||
Balance at Mar. 31, 2020 | $ 9,329 | $ 0 | $ 19 | $ 377,963 | $ (159) | $ (368,494) |
Series B Convertible Preferred Stock, outstanding (in shares) at Dec. 31, 2019 | 5,750 | |||||
Series B Convertible Preferred Stock, outstanding at Dec. 31, 2019 | $ 0 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Issuance of common stock upon conversion of Series B Convertible Preferred Stock (in shares) | (5,750) | |||||
Series B Convertible Preferred Stock, outstanding (in shares) at Mar. 31, 2020 | 0 | |||||
Series B Convertible Preferred Stock, outstanding at Mar. 31, 2020 | $ 0 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Offering costs | $ 349 |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | ACCOUNTING POLICIES Principles of Consolidation The Company's unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions were eliminated, including transactions with its Canadian subsidiary, Metabolix Oilseeds, Inc. Reverse Stock Split On January 15, 2020, the Company effected a 1-for-40 reverse stock split of its common stock. Unless otherwise indicated, all share amounts, per share data, share prices, and conversion rates set forth in these notes and the accompanying financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity date of ninety days or less at the date of purchase to be cash equivalents. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company's Unaudited Condensed Consolidated Balance Sheets included herein: March 31, December 31, Cash and cash equivalents $ 4,295 $ 5,417 Restricted cash 254 332 Total cash, cash equivalents and restricted cash $ 4,549 $ 5,749 Amounts included in restricted cash represent those required to be set aside by contractual agreement. Restricted cash of $254 at March 31, 2020 and $332 at December 31, 2019 consists primarily of funds held in connection with the Company's lease agreement for its Woburn, Massachusetts facility. Investments The Company considers all investments purchased with an original maturity date of more than ninety days at the date of purchase and a maturity date of one year or less at the balance sheet date to be short-term investments. All other investments are classified as long-term. Other-than-temporary impairments of equity investments are recognized in the Company's statements of operations if the Company has experienced a credit loss and has the intent to sell the investment or if it is more likely than not that the Company will be required to sell the investment before recovery of the amortized cost basis. Realized gains and losses, dividends, interest income and declines in value judged to be other-than-temporary credit losses are included in other income (expense). Any premium or discount arising at purchase is amortized and/or accreted to interest income. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of grant revenue and expenses during the reporting periods. Actual results could differ from those estimates. Foreign Currency Translation Foreign denominated assets and liabilities of the Company's wholly owned foreign subsidiaries are translated into U.S. dollars at the prevailing exchange rates in effect on the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are recorded in accumulated other comprehensive income (loss) in the consolidated balance sheet. When the Company dissolves, sells or substantially sells all of the assets of a consolidated foreign subsidiary, the cumulative translation gain or loss of that subsidiary is released from comprehensive income (loss) and included within its consolidated statement of operations during the fiscal period when the dissolution or sale occurs. Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income (loss) and certain changes in stockholders' equity that are excluded from net income (loss). The Company includes unrealized gains and losses on debt securities and foreign currency translation adjustments in other comprehensive income (loss). Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company's tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax asset to a level which, more likely than not, will be realized. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents and investments. The Company has historically invested its cash in highly rated money market funds, corporate debt, federal agency notes and U.S. treasury notes. Investments, when purchased, are acquired in accordance with the Company’s investment policy which establishes a concentration limit per issuer. At March 31, 2020 , 100% of the Company's total accounts and unbilled receivables are due from U.S. government grants. Fair Value Measurements The carrying amounts of the Company's financial instruments as of March 31, 2020 and December 31, 2019 , which include cash equivalents, accounts receivable, unbilled receivables, accounts payable, and accrued expenses, approximate their fair values due to the short-term nature of these instruments. See Note 5 for further discussion on fair value measurements. Segment Information The accounting guidance for segment reporting establishes standards for reporting information on operating segments in financial statements. The Company is an agricultural bioscience company operating in one segment, which is the development of new technologies to enable step-change increases in crop yield to enhance global food security and production of specialty oils and niche crops. The Company's chief operating decision-maker does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based on the Company's consolidated operating results. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Repairs and maintenance are charged to operating expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets once they are placed in service as follows: Asset Description Estimated Useful Life (years) Equipment 3 Furniture and fixtures 5 Software 3 Leasehold improvements Shorter of useful life or term of lease Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Accounting guidance further requires that companies recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future cash flows and measure an impairment loss as the difference between the carrying amount and fair value of the asset. Grant Revenue The Company's source of continuing revenue is from its government research grants, in which it serves as either the primary contractor or as a subcontractor. These grants are considered an ongoing major and central operation of the Company's business. Revenue is earned as research expenses related to the grants are incurred. Revenue earned on government grants, but not yet invoiced as of the balance sheet date, are recorded as unbilled receivables in the accompanying consolidated balance sheets at March 31, 2020 and December 31, 2019 . Funds received from government grants in advance of work being performed, if any, are recorded as deferred revenue until earned. Research and Development All costs associated with internal research and development are expensed as incurred. Research and development expenses include, among others, direct costs for salaries, employee benefits, subcontractors, product trials, facility related expenses, depreciation, and stock-based compensation. Costs incurred in connection with government research grants are recorded as research and development expenses. General and Administrative Expenses The Company's general and administrative expense includes costs for salaries, employee benefits, facilities expenses, consulting and professional service fees, travel expenses, depreciation expenses and office related expenses incurred to support the administrative operations of the Company. Intellectual Property Costs The Company includes all costs associated with the prosecution and maintenance of patents within general and administrative expenses in the consolidated statement of operations. Stock-Based Compensation All share-based payments to employees, members of the Board of Directors and non-employees are recognized within operating expense based on the straight-line recognition of their grant date fair value over the period during which the recipient is required to provide service in exchange for the award. See Note 7 for a description of the types of stock-based awards granted, the compensation expense related to such awards and detail of equity-based awards outstanding. Recent Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that the Company adopts as of the specified effective date. During the three months ended March 31, 2020 , the Company adopted the following new accounting guidance. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This standard modifies certain disclosure requirements on fair value measurements. This standard became effective for the Company on January 1, 2020 and did not have a material impact on its disclosures. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 . This standard makes targeted improvements for collaborative arrangements as follows: • Clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606, Revenue from Contracts with Customers , when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, the guidance in ASC 606 should be applied, including recognition, measurement, presentation and disclosure requirements; • Adds unit-of-account guidance to ASC 808, Collaborative Arrangements , to align with the guidance in ASC 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of ASC 606; and • Precludes a company from presenting transactions with collaborative arrangement participants that are not directly related to sales to third parties with revenue recognized under ASC 606 if the collaborative arrangement participant is not a customer. This standard became effective on January 1, 2020. However, since the Company is not currently participating in any collaborative arrangements, the new standard does not impact its financial statements. The following new pronouncement is not yet effective but may impact the Company's financial statements in the future. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in more timely recognition of credit losses. The guidance is effective for fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition , and interim periods within those fiscal years. The Company is currently evaluating the impact this guidance will have on the Company’s condensed consolidated financial statements. |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NATURE OF BUSINESS AND BASIS OF PRESENTATION Yield10 Bioscience, Inc. is an agricultural bioscience company that uses its "Trait Factory" and the Camelina oilseed “Fast Field Testing” system to develop high value seed traits for the agriculture and food industries. The Company's goal is to efficiently develop superior gene traits for the major crops including corn, soybean, canola, and other crops to enable step-change increases in crop yield of at least 10-20 percent. The “Trait Factory” encompasses discovery of gene targets using the GRAIN (“ G ene R anking A rtificial I ntelligence N etwork”) big data mining platform, deployment of trait gene targets in the oilseed Camelina and generation of field performance data. The “Trait Factory” enables two complementary commercial opportunities with different paths to market. The first is trait licensing to the major seed companies for corn, soybean, canola and other crops. Data from the Company's trait field testing in Camelina has enabled Yield10 to establish research license agreements with leading seed companies including Bayer, Forage Genetics and Simplot. These companies are progressing the development of Yield10 traits in soybean, forage sorghum, and potato, respectively. The second is to improve the performance and value of Camelina as a platform to develop a commercial crop product business producing nutritional oils and PHA biomaterials. Using this approach, Yield10 can leverage the resources of the major seed companies to efficiently develop superior gene traits for the major crops and focus internal resources on trait gene discovery and the commercial development of Camelina products. The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars, are unaudited, and have been prepared by Yield10 in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The condensed consolidated financial statements, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary for fair statements of the financial position and results of operations for the interim periods ended March 31, 2020 and March 31, 2019 . The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for any future period or the entire fiscal year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2019 , which are contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2020. The accompanying condensed consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. Except for a single year, the Company has recorded losses since its initial founding, including the three months ended March 31, 2020 . As of March 31, 2020 , the Company held unrestricted cash, cash equivalents and short-term investments of $9,770 . The Company follows the guidance of Accounting Standards Codification ("ASC") Topic 205-40, Presentation of Financial Statements-Going Concern, in order to determine whether there is substantial doubt about its ability to continue as a going concern for one year after the date its financial statements are issued. Based on its current cash forecast, management expects that the Company's present capital resources will be sufficient to fund its planned operations and meet its obligations into the second quarter of 2021. This forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of expenses could vary materially and adversely as a result of a number of factors. The Company's ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing through, among other sources, public or private equity financing, secured or unsecured debt financing, equity or debt bridge financing, warrant holders' ability and willingness to exercise the Company's outstanding warrants, additional government grants or collaborative arrangements with third parties, as to which no assurance can be given. Management does not know whether additional financing will be available on terms favorable or acceptable to the Company when needed, if at all. If adequate additional funds are not available when required, management may be forced to curtail the Company's research efforts, explore strategic alternatives and/or wind down its operations and pursue options for liquidating its remaining assets, including intellectual property. Based on its cash forecast, management has determined that the Company's present capital resources will likely not be sufficient to fund its planned operations for the twelve months from the date that these interim financial statements are filed, which raises substantial doubt about the Company's ability to continue as a going concern. If the Company issues equity or debt securities to raise additional funds, (i) the Company may incur fees associated with such issuance, (ii) its existing stockholders may experience dilution from the issuance of new equity securities, (iii) the Company may incur ongoing interest expense and be required to grant a security interest in Company assets in connection with any debt issuance, and (iv) the new equity or debt securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. In addition, utilization of the Company’s net operating loss and research and development credit carryforwards may be subject to significant annual limitations under Section 382 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code") due to ownership changes resulting from equity financing transactions. If the Company raises additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to its potential products or proprietary technologies or grant licenses on terms that are not favorable to the Company. |
BASIC AND DILUTED NET INCOME (L
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE | BASIC AND DILUTED NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of dilutive common shares outstanding during the period. Diluted shares outstanding is calculated by adding to the weighted shares outstanding any potential (unissued) shares of common stock from outstanding stock options and warrants based on the treasury stock method, as well as weighted shares outstanding of any potential (unissued) shares of common stock from restricted stock units. In periods when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods when a loss is reported, basic and dilutive loss per share are the same. Common stock equivalents include stock options, restricted stock awards and warrants. The number of shares of potentially dilutive common stock presented on a weighted average basis, related to options, restricted stock units and warrants (prior to consideration of the treasury stock method) that were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive for the three months ended March 31, 2020 and March 31, 2019 , respectively, are shown below. Issued and outstanding warrants shown in the table below are described in greater detail in Note 11, contained herein. Three Months Ended 2020 2019 Options 68,032 43,018 Restricted Stock Awards 9,341 171 Series A Convertible Preferred Stock 39,060 — Series B Convertible Preferred Stock 126,374 — Warrants 2,846,199 185,827 Total 3,089,006 229,016 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company has certain financial assets recorded at fair value which have been classified as Level 1 and Level 2 within the fair value hierarchy as described in the accounting standards for fair value measurements. In addition, during November 2019, the Company issued Series A Warrants and Series B Warrants in two concurrent securities offerings. At the time of issuance, the Company determined that all of the Series A Warrants and Series B Warrants should be classified as a warrant liability in accordance with ASC 480, Distinguishing Liabilities from Equity , and recognized at fair value due to the insufficiency of common shares available to permit their exercise. The warrant liability met Level 3 classification criteria for classification within the fair value hierarchy. Fair value is the price that would be received from the sale of an asset or the price paid to transfer a liability in an orderly transaction between independent market participants at the measurement date. Fair values determined by Level 1 inputs utilize observable data such as quoted prices in active markets for identical instruments. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value hierarchy level is determined by the lowest level of significant input. The Company’s financial assets classified as Level 2 at March 31, 2020 and December 31, 2019 were initially valued at the transaction price and subsequently valued utilizing third-party pricing services. Because the Company’s investment portfolio may include securities that do not always trade daily, the pricing services use many observable market inputs to determine value including reportable trades, benchmark yields and benchmarking of like securities. The Company validates the prices provided by the third-party pricing services by reviewing their pricing methods and obtaining market values from other pricing sources. After completing the validation procedures, the Company did not adjust or override any fair value measurements provided by these pricing services as of March 31, 2020 and December 31, 2019 . The $14,977 fair value of the Series A Warrants and Series B Warrants at December 31, 2019 was determined using the Black-Scholes valuation model. The expected volatility and the risk free discount rate used in the Black-Scholes model were determined based on the Company's historical market price published on the Nasdaq Capital Market and from published U.S. Treasury yield curves, respectively, for a period matched to the contractual term of each warrant series. At December 31, 2019 Series A Warrants Series B Warrants Fair market of common stock (per share) $6.86 $6.86 Expected term (years) 2.3 7.3 Risk free rate 1.62% 1.83% Volatility 127% 115% On January 15, 2020, the Company filed an amendment to its Certificate of Incorporation with the State of Delaware to effect a 1-for-40 reverse stock split. As a result of the reverse stock split, the Company's number of authorized but unissued shares of Common Stock increased significantly and the Series A Warrants and Series B Warrants issued under the offerings completed in November 2019 became eligible for exercise. Prior to reclassification as equity, the Company adjusted the warrant liability to its $15,934 fair value using the assumptions below at January 15, 2020, recording a loss on the adjustment to fair value of $957 during the three months ended March 31, 2020. At January 15, 2020 Series A Warrants Series B Warrants Fair market of common stock (per share) $3.77 $3.77 Expected term (years) 2.3 7.3 Risk free rate 1.62% 1.83% Volatility 127% 115% The tables below present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value. Fair value measurements at reporting date using Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Balance as of Description (Level 1) (Level 2) (Level 3) March 31, 2020 Assets Cash equivalents: Money market funds $ 3,669 $ — $ — $ 3,669 Short-term investments: U.S. government and agency securities — 5,475 — 5,475 Total assets $ 3,669 $ 5,475 $ — $ 9,144 Fair value measurements at reporting date using Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Balance as of Description (Level 1) (Level 2) (Level 3) December 31, 2019 Assets Cash equivalents: Money market funds $ 2,622 $ — $ — $ 2,622 U.S. government and agency securities — 1,750 — 1,750 Short-term investments: U.S. government and agency securities — 5,700 — 5,700 Total assets $ 2,622 $ 7,450 $ — $ 10,072 Liabilities Warrant liability $ — $ — $ 14,977 $ 14,977 Total liabilities $ — $ — $ 14,977 $ 14,977 There were no transfers of financial assets or liabilities between category levels for the three months ended March 31, 2020 and three months ended March 31, 2019 . The Company owns 648,149 shares of Series A Redeemable Convertible Preferred Stock of Tepha, Inc. ("Tepha"), a privately held medical device company located in Lexington, Massachusetts, that is engaged in the development of medical device products that restore, maintain, or improve tissue function. The Company received the preferred shares from Tepha during 2002 in connection with a technology sublicense agreement that was later terminated during 2016. The preferred shares owned by the Company represent less than one percent of Tepha's current outstanding common shares on a fully diluted basis and were fully written off through an impairment charge during 2005 prior to Tepha initiating commercial product sales. |
INVESTMENTS
INVESTMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS Investments consist of the following at March 31, 2020 and December 31, 2019 : Accumulated Cost at March 31, 2020 Unrealized Market Value at March 31, 2020 Gain (Loss) Short-term investments Government securities $ 5,453 $ 22 $ — $ 5,475 Total $ 5,453 $ 22 $ — $ 5,475 Accumulated Cost at December 31, 2019 Unrealized Market Value at December 31, 2019 Gain (Loss) Short-term investments Government securities $ 5,700 $ — $ — $ 5,700 Total $ 5,700 $ — $ — $ 5,700 All short-term investments are classified as available for sale as of March 31, 2020 and December 31, 2019 . The Company held no long-term investments at March 31, 2020 , and December 31, 2019 . |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following at: March 31, December 31, Employee compensation and benefits $ 388 $ 669 Leased facilities 58 51 Professional services 237 327 Accrued warrant obligation 710 — Other 186 279 Total accrued expenses $ 1,579 $ 1,326 See Note 11 for an explanation of the accrued warrant obligation shown in the table above. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Expense Information for Employee and Non-Employee Stock Awards The Company recognized stock-based compensation expense related to stock awards, including awards to non-employees and members of the Board of Directors of $137 and $162 for the three months ended March 31, 2020 and March 31, 2019 , respectively. At March 31, 2020 , there was approximately $1,282 of pre-tax stock-based compensation expense related to unvested awards not yet recognized. The compensation expense related to unvested stock options is expected to be recognized over a remaining weighted average period of 2.96 years . Stock Options A summary of option activity for the three months ended March 31, 2020 is as follows: Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2019 62,065 $ 178.95 Granted 16,473 $ 6.56 Exercised — — Forfeited (376 ) $ 48.53 Expired (397 ) $ 828.81 Outstanding at March 31, 2020 77,765 $ 139.74 Vested and expected to vest at March 31, 2020 77,765 $ 139.74 Options exercisable at March 31, 2020 40,536 $ 232.23 Restricted Stock Units The Company records stock compensation expense for restricted stock units ("RSUs") on a straight-line basis over their requisite service period, which approximates the vesting period, based on each RSU's award date market value. As RSUs vest, the Company withholds a number of shares from its employees with an aggregate fair market value equal to the minimum tax withholding amount (unless the employee makes other arrangements for payment of the tax withholding) from the common stock issuable at the vest date. The Company then pays the minimum required income tax for the employees. During the three months ended March 31, 2020 and March 31, 2019 , the Company did not pay for income tax withholdings associated with RSUs. A summary of RSU activity for the three months ended March 31, 2020 is as follows: Number of RSUs Weighted Average Remaining Contractual Life (years) Outstanding at December 31, 2019 — Awarded 17,000 Common stock issued upon vesting — Forfeited — Outstanding at March 31, 2020 17,000 0.62 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES | LEASES Lease Accounting The Company follows the lease accounting guidance codified in ASC 842, Leases, ("Topic 842"). Under Topic 842, a lease is classified as a finance lease if any of five criteria described in the guidance apply to the lease. Any lease not classified as a finance lease is classified as an operating lease with expense recognition occurring on a straight-line basis over the term of the lease. The Company's existing lease arrangements meet the standards for operating lease classification. Under Topic 842, a lease liability is recorded on the commencement date of a lease and is calculated as the present value of the remaining lease payments, using the interest rate implicit in the lease, or if that rate is not readily determinable, using the lessee's incremental borrowing rate. A right-of-use asset equal to the lease liability is also recorded with adjustments made, as necessary, for lease prepayments, lease accruals, initial direct costs and lessor lease incentives that may be present within the lease. The Company has adopted the short-term lease exception that permits lessees to omit leases with terms of twelve months or less from the accounting requirements of Topic 842. Maturity Analysis of Lease Liabilities At March 31, 2020 , the Company's lease liabilities will mature as follows: Year ended December 31, Undiscounted Cash Flows 2020 (April to December) $ 572 2021 704 2022 726 2023 749 2024 771 Thereafter 1,540 Total undiscounted future lease payments 5,062 Discount (1,077 ) Total lease liabilities $ 3,985 Short-term lease liabilities $ 473 Long-term lease liabilities $ 3,512 At March 31, 2020 , real estate leases represent 100% of the Company's right-of-use assets and corresponding lease liabilities. Quantitative Disclosure of Lease Costs (unaudited) Three Months Ended 2020 2019 Lease cost: Operating lease cost $ 203 $ 259 Short-term lease cost 183 146 Sublease income (137 ) (124 ) Total lease cost, net $ 249 $ 281 Other information as of: March 31, 2020 December 31, 2019 Weighted-average remaining lease term (years) 6.6 6.7 Weighted-average discount rate 7.24% 7.24% Real Estate Leases During 2016, the Company entered into a lease agreement for its headquarters, pursuant to which the Company leased approximately 29,622 square feet of office and research and development space located at 19 Presidential Way, Woburn, Massachusetts. The lease began on June 1, 2016 and will end on November 30, 2026. The lease agreement does not include any options for an early termination or an extension of the lease. The Company provided the landlord with a security deposit in the form of a letter of credit in the amount of $307 . Pursuant to the lease, the Company is required to pay certain taxes and operating costs associated with the premises throughout the term of the lease. During the buildout of the rented space, the landlord paid $889 for tenant improvements to the facility and an additional $444 for tenant improvements that result in increased rental payments by the Company. Upon the adoption of Topic 842, these improvements were recorded as a reduction in the valuation of the right-of-use asset. In November 2019, the Company entered into a modification agreement to the Woburn lease in which Yield10 permanently returned 7,409 square feet of underutilized space to the landlord for the remaining term of the lease. In exchange for returning the space, the landlord agreed to fund modifications and upgrades to the office space retained by the Company. The modifications were completed in February 2020, and after that point the Company has no further financial obligations for the vacated space and lease rental charges, including utilities, maintenance and real estate tax charges, are proportionally reduced. The security deposit was also reduced to $229 . During the three months ending March 31, 2020 , the Company wrote off $206 in leasehold improvements and office furniture, net of proceeds, associated with the returned space. In October 2016, the Company entered into a sublease agreement with a subsidiary of CJ CheilJedang Corporation ("CJ") with respect to CJ's sublease of approximately 9,874 square feet of its leased facility located in Woburn, Massachusetts. The sublease space was determined to be in excess of the Company's needs. The CJ sublease is unaffected by the Company's recent lease modification with the landlord and remains coterminous with the Company's master lease. CJ will pay pro rata rent and operating expenses equal to the amounts payable to the landlord by the Company, as adjusted from time to time in accordance with the terms of the master lease. Future CJ sublease payments have not been presented as an offset to total undiscounted future lease payments of $5,062 shown in the lease maturity analysis table above. CJ provided the Company with a security deposit of $103 in the form of an irrevocable letter of credit. The Company also leases approximately 13,702 square feet of office and laboratory space at 650 Suffolk Street, Lowell, Massachusetts. The lease for this facility, as amended, expires in May 2020. During July 2018, the Company discontinued further use of the Lowell space, and as a result, the Company recorded a non-cash lease exit charge of $255 for the facility in accordance with ASC Topic 420-10, Exit or Disposal Obligations . The exit charge was recorded as an increase in the Company's lease expense and a reduction to the associated right-of-use asset. The Company will continue to make monthly rental payments for the Lowell facility through its expiration date in May 2020. The Company does not anticipate incurring material charges in returning this space to the landlord. The Company's wholly-owned subsidiary, Metabolix Oilseeds, Inc. ("MOI"), located in Saskatoon, Saskatchewan, Canada, leases approximately 6,900 square feet of office, laboratory and greenhouse space located within Innovation Place at 410 Downey Road and within the research facility of National Research Council Canada located at 110 Gymnasium Place. None of the leases contain renewal or early termination options. MOI's leases for these facilities expire on various dates through September 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. The Company is not currently aware of any such proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition or results of operations. Guarantees As of March 31, 2020 , and December 31, 2019 , the Company did not have significant liabilities recorded for guarantees. The Company enters into indemnification provisions under various agreements with other companies in the ordinary course of business, typically with business partners and contractors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of its activities. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. However, to date Yield10 Bioscience has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of the indemnifications under these agreements is believed to be minimal. Accordingly, the Company has no liabilities recorded for these agreements as of March 31, 2020 and December 31, 2019 . |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION | GEOGRAPHIC INFORMATION The geographic distribution of the Company’s grant revenues and long-lived assets are summarized in the tables below: U.S. Canada Eliminations Total Three Months Ended March 31, 2020: Grant revenue from external customers $ 179 $ — $ — $ 179 Inter-geographic revenues — 404 (404 ) — Revenues $ 179 $ 404 $ (404 ) $ 179 Three Months Ended March 31, 2019: Grant revenue from external customers $ 124 $ — $ — $ 124 Inter-geographic revenues — 337 (337 ) — Revenues $ 124 $ 337 $ (337 ) $ 124 Foreign revenue is based on the country in which the Company’s subsidiary that earned the revenue is domiciled. During the three months ended March 31, 2020 and March 31, 2019 , grant revenue earned from the Company's Michigan State University sub-award totaled $179 and $124 , respectively, and represented 100% of total revenue for both periods. The geographic distribution of the Company’s long-lived assets is summarized as follows: U.S. Canada Eliminations Total March 31, 2020 $ 971 $ 50 $ — $ 1,021 December 31, 2019 $ 1,186 $ 57 $ — $ 1,243 |
CAPITAL STOCK AND WARRANTS
CAPITAL STOCK AND WARRANTS | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
CAPITAL STOCK AND WARRANTS | CAPITAL STOCK AND WARRANTS Common Stock Shelf Registration On April 1, 2020, the Company filed a shelf registration statement on Form S-3 (File No. 333-237539) with the SEC, which was declared effective on April 10, 2020 (the “Shelf Registration Statement”). The Shelf Registration Statement contained a prospectus which covers the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $25.0 million of the Company's common stock, preferred stock, warrants and subscription rights, which securities may be sold either individually or in units. Reverse Stock Split On January 15, 2020, the Company completed a 1-for-40 reverse stock split ("Reverse Stock Split") of its common stock by filing a certificate of amendment (the "Charter Amendment") with the State of Delaware to amend its certificate of incorporation. The ratio for the Reverse Stock Split was determined by the Company's board of directors following approval by stockholders at the Company's special meeting held on January 9, 2020. The Reverse Stock Split had the effect of increasing the Company's common shares available for issuance by reducing issued and outstanding common shares by a divisible factor of 40 while its authorized shares remained at the current 60 million shares. Proportional adjustments were made to the Company's outstanding stock options and to the number of shares issued and issuable under the Company's equity compensation plans. November 2019 Concurrent Securities Offerings On November 19, 2019, the Company closed on concurrent public and private securities offerings, receiving combined gross cash proceeds of $11,500 , before issuance costs of $1,254 . The public portion of the offering included sales of Class A Units and Class B Units as follows: • 405,750 Class A Units priced at a public offering price of $8.00 per unit, with each unit consisting of one share of common stock, par value $0.01 per share, Series A Warrants to purchase one share of common stock at an exercise price of $8.00 per share, expiring two and one-half-years from the closing date of the offering, and Series B Warrants to purchase one share of common stock at an exercise price of $8.00 per share, expiring seven and one-half-years from the closing date of the offering. The 405,750 Class A Units sold include the full exercise of the underwriter's over-allotment option of 93,750 Class A Units. • 2,504 Class B Units, priced at a public offering price of $1,000 per unit, with each unit consisting of one share of Series A Convertible Preferred Stock, par value $0.01 per share, convertible at any time at the holder's option into 125 shares of common stock, par value $0.01 per share, Series A Warrants to purchase 125 shares of common stock at an exercise price of $8.00 per share, expiring two and one-half-years from the closing date of the offering, and Series B Warrants to purchase 125 shares of common stock at an exercise price of $8.00 per share, expiring seven and one-half-years from the closing date of the offering. The Series A Convertible Preferred Stock is convertible into shares of common stock at any time at a price of $8.00 per share. As of March 31, 2020 , 2,208 shares of the Series A Convertible Preferred Stock had converted to 276,000 shares of the Company's common stock. • Gross proceeds from the sale of Class A Units and Class B Units totaled $5,750 . In the concurrent private placement, certain existing shareholders purchased the following securities: • 5,750 Units, priced at $1,000 per unit, each unit consisting of one share of the Company's Series B Convertible Preferred Stock, par value $0.01 per share, contingently convertible into 125 shares of common stock at an exercise price of $8.00 , Series A Warrants to purchase 125 shares of common stock, par value $0.01 per share, at an exercise price of $8.00 per share, expiring two and one-half-years from the closing date of the offering, and Series B Warrants to purchase 125 shares of common stock at an exercise price of $8.00 per share, expiring seven and one-half-years from the closing date of the offering. • Gross proceeds from the private placement also totaled $5,750 . As of the November 19, 2019 closing date of the two offerings, the Company did not have sufficient authorized and available shares of common stock to permit conversion of the Series B Convertible Preferred Stock sold in the private placement or to permit the exercise of the 2,875,000 combined Series A Warrants and Series B Warrants issued under both the public and the private offerings. The Series B Convertible Preferred Shares and the Series A Warrants and Series B Warrants were not convertible or exercisable until more shares of common stock became available for issuance through the Company's filing of the Charter Amendment for the Reverse Stock Split. Upon the filing of the Charter Amendment on January 15, 2020, the Series B Convertible Preferred Stock sold in the private placement automatically converted into 718,750 shares of common stock and the Series A Warrants and Series B Warrants issued under both offerings became eligible for exercise. The Company determined that the Series A Convertible Preferred Stock qualified, and continues to qualify, for presentation as permanent equity on the Company's balance sheets as of March 31, 2020 and December 31, 2019 . The Company further concluded that contingent redemption rights of the Series B Convertible Preferred stockholders were outside the Company's control, resulting in their classification as temporary equity within the Company's balance sheet until their automatic conversion to common shares in January 2020. The Series A and B Warrants are free standing financial instruments, legally detachable and separately exercisable from the common and preferred shares issued in the concurrent offerings. At the time of their issuance, the Company determined that all of the warrants should be classified as a warrant liability and recorded at an inception date fair value of $24,518 due to the insufficiency of common shares available to permit their exercise. As the proceeds from the offerings were less than the fair value of their respective warrants, the warrants were recorded at their full fair value and the difference between the fair value and the cash proceeds of $13,018 was recorded to other income (expense) in the Company's consolidated statement of operations during the year ended December 31, 2019 . No allocation of residual offering proceeds remained to be allocated to the common and preferred shares sold in the offerings. The Company re-measured the fair value of the warrants on December 31, 2019 and again on January 15, 2020 (the date of filing the Charter Amendment to increase available shares of common stock), resulting in, respectively, the recognition of a gain of $9,541 followed by a loss of $957 , due to the change in fair value at each valuation date. By filing the Charter Amendment and enacting the 1-for-40 Reverse Stock Split, the Company's outstanding common shares were reduced by a divisible factor of 40 while authorized common shares remained at the current 60 million shares. As a result of this corporate action, sufficient shares of authorized, but unissued shares of common stock became available for Series A and Series B warrant holders to exercise their warrants resulting in their reclassification from warrant liability to equity in the Company's consolidated balance sheet. At closing, the proceeds of the combined offerings were allocated solely to the liability classified warrants, and as a consequence, the offering costs of $1,254 were immediately expensed to other income (expense) in the consolidated statement of operations for the year ended December 31, 2019 in accordance with accounting guidance. March 2019 Registered Direct Offering On March 18, 2019, the Company completed a registered direct offering of its common stock. Proceeds from the transaction were $2,932 before issuance costs of $349 . Investors participating in the transaction purchased a total of 60,541 shares of common stock at a price of $48.40 per share. Preferred Stock The Company's Certificate of Incorporation authorizes it to issue up to 5,000,000 shares of $0.01 par value preferred stock. Description of Series A Convertible Preferred Stock The November 2019 concurrent offerings of the Company's securities included the issuance of 2,504 shares of Series A Convertible Preferred Stock. Each Series A Convertible Preferred Share is convertible into 125 shares of common stock at a conversion price of $8.00 per share, subject to adjustments as a result of stock dividends and stock splits. Material provisions of the Series A Convertible Preferred stock include the following: • The Series A Convertible Preferred Stock is not redeemable. • Holders of the Series A Convertible Preferred Stock may convert their preferred shares to common stock at any time. Subject to certain conditions, the Company can force a conversion based on certain market price and trading volume criteria. • Conversion of the Series A Convertible Preferred Stock is prohibited if, as a result of a conversion, the holder, together with its affiliates, would beneficially own a number of shares of common stock in excess of 4.99% (or at the election of the purchaser prior to the date of issuance, 9.99% ) of the shares of the Company's common stock then outstanding after giving effect to such exercise. • Holders of the Series A Convertible Preferred Stock have no voting rights. However, Series A Convertible Preferred stockholders have certain protective voting rights that are designed to prevent adverse changes to their ownership rights without their approval. • In the event of a liquidation, the holders of Series A Convertible Preferred Shares are entitled to participate on an as-converted-to-common stock basis with holders of common stock in any distribution of assets of the Company to the holders of the common stock. • Holders of Series A Convertible Preferred Stock are entitled to receive dividends equal to (on an as-if-converted basis) and in the same form and manner as dividends paid on shares of the Company's common stock. Through March 31, 2020 , 2,208 shares of the Series A Convertible Preferred Stock have been converted to 276,000 shares of common stock. Description of Series B Convertible Preferred Stock The November 2019 concurrent offerings of the Company's securities included the issuance of 5,750 shares of Series B Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock was convertible into 125 shares of common stock at a conversion price of $8.00 per share, subject to adjustments as a result of stock dividends and stock splits. At the time of issuance, the Series B Convertible Preferred Stock had various superior rights to the Company's other securities, including the Series A Convertible Preferred Stock sold under the public portion of the concurrent offerings. All of the Series B Convertible Preferred Stock automatically converted to 718,750 shares of common stock on January 15, 2020, upon the Company's filing of a Charter Amendment as a result of shareholder approval for the reverse stock split described above. When converted, the shares of Series A and B Convertible Preferred Stock are restored to the status of authorized but unissued shares of preferred stock, subject to reissuance by the board of directors. Warrants The following table summarizes information regarding outstanding warrants to purchase common stock as of March 31, 2020 : Issuance Number of Shares Issuable Upon Exercise of Outstanding Warrants Exercise Price Per Share of Common Stock Expiration Date November 2019 Public Offering - Series A 583,227 $ 8.00 May 19, 2022 November 2019 Public Offering - Series B 649,477 $ 8.00 May 19, 2027 November 2019 Private Placement - Series A 718,750 $ 8.00 May 19, 2022 November 2019 Private Placement - Series B 718,750 $ 8.00 May 19, 2027 December 2017 Public Offering - Series A 160,975 $ 90.00 December 21, 2022 July 2017 Registered Direct Offering 14,270 $ 201.60 January 7, 2024 Consultant 750 $ 116.00 September 11, 2024 Total warrants 2,846,199 February 2020 Warrant Exercises In November 2019, in connection with the Company’s public securities offering that closed on November 19, 2019, the Company issued Series A Warrants and Series B Warrants (together, the “Warrants”) to purchase shares of the Company’s common stock. The Warrants were issued, and are held, in book-entry form through The Depository Trust & Clearing Corporation (“DTCC”). On January 15, 2020, the Company completed the Reverse Stock Split of its common stock. Pursuant to the terms of the Warrants, in the event of a reverse stock split, the exercise price of each Warrant and the number of shares issuable upon exercise of each Warrant are required to be proportionately adjusted in accordance with the ratio of the Reverse Stock Split. During the three months ended March 31, 2020 , a total of 204,796 Warrants were exercised, generating cash proceeds for the Company of $1,638 . On May 1, 2020, DTCC and American Stock Transfer & Trust Company, LLC, as the Company’s warrant agent (the “Warrant Agent”) notified the Company that, following the Reverse Stock Split, the exercise price of each Warrant had been proportionately adjusted in accordance with the Reverse Stock Split, but the number of shares issuable upon exercise of each Warrant had not been proportionately adjusted in the records of DTCC. As a result, it appears probable that certain investors who exercised Warrants following the Reverse Stock Split, during the month of February 2020, were inadvertently issued an incorrect number of shares of the Company’s common stock upon the exercise of their Warrants. The Company believes that up to 88,762 shares of the Company’s common stock may have been incorrectly issued in connection with such Warrant exercises, and up to $710 in warrant exercise proceeds may have been incorrectly collected. The Company is in the process of verifying and evaluating the information received from DTCC and the Warrant Agent regarding this matter, and as such the number of shares and amount of proceeds subject to the error may change. The Company is working with DTCC and the Warrant Agent to return any excess proceeds that were collected, and to cause to be returned to it any excess number of shares of the Company’s common stock that were issued in connection with these Warrant exercises, as soon as possible. The Company has recorded $710 within accrued expenses for the cash proceeds expected to be returned to holders of Warrants. The amount of cash proceeds ultimately returned to holders of Warrants may change based on subsequent information obtained by the Company from DTCC, the Warrant Agent, or the holders of Warrants. Reserved Shares The following shares of common stock were reserved for future issuance upon exercise of stock options, vesting of RSUs and conversion of warrants: March 31, December 31, Stock Options 77,765 62,065 RSUs 17,000 — Series A Convertible Preferred Stock - November 2019 Public Offering 37,000 99,500 Warrants 2,846,199 175,995 Total number of common shares reserved for future issuance 2,977,964 337,560 |
SUBSEQUENT EVENT (Notes)
SUBSEQUENT EVENT (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT COVID-19 Pandemic On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China (“COVID-19”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the impact of the global situation on the Company’s financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for future periods. CARES Act Loan The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted on March 27, 2020 to provide relief from the economic impacts of COVID-19. On April 19, 2020, the Company received $333 in loan proceeds from the Paycheck Protection Program (the “PPP”), established pursuant to the CARES Act and administered by the U.S. Small Business Administration (“SBA”). The unsecured loan (the “PPP Loan”) is evidenced by a promissory note of the Company dated April 19, 2020 (the “Note”) in the principal amount of $333 , issued to Citizens Bank N.A. (the “Bank”), the lender. Under the terms of the Note and the PPP Loan, interest will accrue on the outstanding principal at the rate of 1.0% per annum. The term of the Note is two years, though it may be payable sooner in connection with an event of default under the Note. To the extent the loan amount is not forgiven under the PPP, the Company is obligated to make equal monthly payments of principal and interest, beginning six months from the date of the Note, until the maturity date. The CARES Act and the PPP provide a mechanism for forgiveness of up to the full amount borrowed. Under the PPP, the Company may apply for and be granted forgiveness for all or part of the PPP Loan. The amount of loan proceeds eligible for forgiveness is based on a formula that takes into account a number of factors, including the amount of loan proceeds used by the Company during the eight-week period after the loan origination for certain purposes including payroll costs, rent payments on certain leases, and certain qualified utility payments, provided that at least 75% of the loan amount is used for eligible payroll costs; maintaining or rehiring employees and maintaining salaries at certain levels; and other factors. Subject to the other requirements and limitations on loan forgiveness, only loan proceeds spent on payroll and other eligible costs during the covered eight-week period will qualify for forgiveness. The Company intends to use the entire PPP Loan amount for qualifying expenses, though no assurance is provided that the Company will obtain forgiveness of the PPP Loan in whole or in part. The Note may be prepaid in part or in full, at any time, without penalty. The Note provides for certain customary events of default, including, but not limited to, failing to make a payment when due under the Note, failure to take actions required by the Note, the Company defaulting under certain agreements in favor of any third party, making false statements, the Company’s insolvency, and the commencement of creditor or forfeiture proceedings against the Company. Upon the occurrence of an event of default, the Bank has customary remedies and may, among other things, require immediate payment of all amounts owed under the Note, collect all amounts owing from the Company, and file suit and obtain judgment against the Company. |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The Company's unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions were eliminated, including transactions with its Canadian subsidiary, Metabolix Oilseeds, Inc. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity date of ninety days or less at the date of purchase to be cash equivalents. |
Investments | Investments The Company considers all investments purchased with an original maturity date of more than ninety days at the date of purchase and a maturity date of one year or less at the balance sheet date to be short-term investments. All other investments are classified as long-term. Other-than-temporary impairments of equity investments are recognized in the Company's statements of operations if the Company has experienced a credit loss and has the intent to sell the investment or if it is more likely than not that the Company will be required to sell the investment before recovery of the amortized cost basis. Realized gains and losses, dividends, interest income and declines in value judged to be other-than-temporary credit losses are included in other income (expense). Any premium or discount arising at purchase is amortized and/or accreted to interest income. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of grant revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Foreign Currency Translation | Foreign Currency Translation Foreign denominated assets and liabilities of the Company's wholly owned foreign subsidiaries are translated into U.S. dollars at the prevailing exchange rates in effect on the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are recorded in accumulated other comprehensive income (loss) in the consolidated balance sheet. When the Company dissolves, sells or substantially sells all of the assets of a consolidated foreign subsidiary, the cumulative translation gain or loss of that subsidiary is released from comprehensive income (loss) and included within its consolidated statement of operations during the fiscal period when the dissolution or sale occurs. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income (loss) and certain changes in stockholders' equity that are excluded from net income (loss). The Company includes unrealized gains and losses on debt securities and foreign currency translation adjustments in other comprehensive income (loss). |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company's tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to reduce the deferred tax asset to a level which, more likely than not, will be realized. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents and investments. The Company has historically invested its cash in highly rated money market funds, corporate debt, federal agency notes and U.S. treasury notes. Investments, when purchased, are acquired in accordance with the Company’s investment policy which establishes a concentration limit per issuer. |
Fair Value Measurements | Fair Value Measurements The carrying amounts of the Company's financial instruments as of March 31, 2020 and December 31, 2019 , which include cash equivalents, accounts receivable, unbilled receivables, accounts payable, and accrued expenses, approximate their fair values due to the short-term nature of these instruments. |
Segment Information | Segment Information The accounting guidance for segment reporting establishes standards for reporting information on operating segments in financial statements. The Company is an agricultural bioscience company operating in one segment, which is the development of new technologies to enable step-change increases in crop yield to enhance global food security and production of specialty oils and niche crops. The Company's chief operating decision-maker does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based on the Company's consolidated operating results. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Repairs and maintenance are charged to operating expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets once they are placed in service as follows: Asset Description Estimated Useful Life (years) Equipment 3 Furniture and fixtures 5 Software 3 Leasehold improvements Shorter of useful life or term of lease |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Accounting guidance further requires that companies recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future cash flows and measure an impairment loss as the difference between the carrying amount and fair value of the asset. |
Grant Revenue | Grant Revenue The Company's source of continuing revenue is from its government research grants, in which it serves as either the primary contractor or as a subcontractor. These grants are considered an ongoing major and central operation of the Company's business. Revenue is earned as research expenses related to the grants are incurred. Revenue earned on government grants, but not yet invoiced as of the balance sheet date, are recorded as unbilled receivables in the accompanying consolidated balance sheets at March 31, 2020 and December 31, 2019 . Funds received from government grants in advance of work being performed, if any, are recorded as deferred revenue until earned. |
Research and Development | Research and Development All costs associated with internal research and development are expensed as incurred. Research and development expenses include, among others, direct costs for salaries, employee benefits, subcontractors, product trials, facility related expenses, depreciation, and stock-based compensation. Costs incurred in connection with government research grants are recorded as research and development expenses. |
General and Administrative Expenses | General and Administrative Expenses The Company's general and administrative expense includes costs for salaries, employee benefits, facilities expenses, consulting and professional service fees, travel expenses, depreciation expenses and office related expenses incurred to support the administrative operations of the Company. |
Intellectual Property Costs | Intellectual Property Costs The Company includes all costs associated with the prosecution and maintenance of patents within general and administrative expenses in the consolidated statement of operations. |
Stock-based Compensation | Stock-Based Compensation All share-based payments to employees, members of the Board of Directors and non-employees are recognized within operating expense based on the straight-line recognition of their grant date fair value over the period during which the recipient is required to provide service in exchange for the award. |
Recent Accounting Standards | Recent Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that the Company adopts as of the specified effective date. During the three months ended March 31, 2020 , the Company adopted the following new accounting guidance. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement . This standard modifies certain disclosure requirements on fair value measurements. This standard became effective for the Company on January 1, 2020 and did not have a material impact on its disclosures. In November 2018, the FASB issued ASU No. 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606 . This standard makes targeted improvements for collaborative arrangements as follows: • Clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606, Revenue from Contracts with Customers , when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, the guidance in ASC 606 should be applied, including recognition, measurement, presentation and disclosure requirements; • Adds unit-of-account guidance to ASC 808, Collaborative Arrangements , to align with the guidance in ASC 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of ASC 606; and • Precludes a company from presenting transactions with collaborative arrangement participants that are not directly related to sales to third parties with revenue recognized under ASC 606 if the collaborative arrangement participant is not a customer. This standard became effective on January 1, 2020. However, since the Company is not currently participating in any collaborative arrangements, the new standard does not impact its financial statements. The following new pronouncement is not yet effective but may impact the Company's financial statements in the future. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in more timely recognition of credit losses. The guidance is effective for fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition , and interim periods within those fiscal years. The Company is currently evaluating the impact this guidance will have on the Company’s condensed consolidated financial statements. |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Restricted Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company's Unaudited Condensed Consolidated Balance Sheets included herein: March 31, December 31, Cash and cash equivalents $ 4,295 $ 5,417 Restricted cash 254 332 Total cash, cash equivalents and restricted cash $ 4,549 $ 5,749 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company's Unaudited Condensed Consolidated Balance Sheets included herein: March 31, December 31, Cash and cash equivalents $ 4,295 $ 5,417 Restricted cash 254 332 Total cash, cash equivalents and restricted cash $ 4,549 $ 5,749 |
Estimated Useful Lives of Property and Equipment | Depreciation is computed using the straight-line method over the estimated useful lives of the assets once they are placed in service as follows: Asset Description Estimated Useful Life (years) Equipment 3 Furniture and fixtures 5 Software 3 Leasehold improvements Shorter of useful life or term of lease |
BASIC AND DILUTED NET INCOME _2
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of number of shares of potentially dilutive common stock related to options and warrants that were excluded from the calculation of dilutive shares | The number of shares of potentially dilutive common stock presented on a weighted average basis, related to options, restricted stock units and warrants (prior to consideration of the treasury stock method) that were excluded from the calculation of dilutive shares since the inclusion of such shares would be anti-dilutive for the three months ended March 31, 2020 and March 31, 2019 , respectively, are shown below. Issued and outstanding warrants shown in the table below are described in greater detail in Note 11, contained herein. Three Months Ended 2020 2019 Options 68,032 43,018 Restricted Stock Awards 9,341 171 Series A Convertible Preferred Stock 39,060 — Series B Convertible Preferred Stock 126,374 — Warrants 2,846,199 185,827 Total 3,089,006 229,016 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement inputs | At January 15, 2020 Series A Warrants Series B Warrants Fair market of common stock (per share) $3.77 $3.77 Expected term (years) 2.3 7.3 Risk free rate 1.62% 1.83% Volatility 127% 115% At December 31, 2019 Series A Warrants Series B Warrants Fair market of common stock (per share) $6.86 $6.86 Expected term (years) 2.3 7.3 Risk free rate 1.62% 1.83% Volatility 127% 115% |
Assets and liabilities measured at fair value on a recurring basis | The tables below present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value. Fair value measurements at reporting date using Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Balance as of Description (Level 1) (Level 2) (Level 3) March 31, 2020 Assets Cash equivalents: Money market funds $ 3,669 $ — $ — $ 3,669 Short-term investments: U.S. government and agency securities — 5,475 — 5,475 Total assets $ 3,669 $ 5,475 $ — $ 9,144 Fair value measurements at reporting date using Quoted prices in active markets for identical assets Significant other observable inputs Significant unobservable inputs Balance as of Description (Level 1) (Level 2) (Level 3) December 31, 2019 Assets Cash equivalents: Money market funds $ 2,622 $ — $ — $ 2,622 U.S. government and agency securities — 1,750 — 1,750 Short-term investments: U.S. government and agency securities — 5,700 — 5,700 Total assets $ 2,622 $ 7,450 $ — $ 10,072 Liabilities Warrant liability $ — $ — $ 14,977 $ 14,977 Total liabilities $ — $ — $ 14,977 $ 14,977 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of investment holdings | Investments consist of the following at March 31, 2020 and December 31, 2019 : Accumulated Cost at March 31, 2020 Unrealized Market Value at March 31, 2020 Gain (Loss) Short-term investments Government securities $ 5,453 $ 22 $ — $ 5,475 Total $ 5,453 $ 22 $ — $ 5,475 Accumulated Cost at December 31, 2019 Unrealized Market Value at December 31, 2019 Gain (Loss) Short-term investments Government securities $ 5,700 $ — $ — $ 5,700 Total $ 5,700 $ — $ — $ 5,700 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consisted of the following at: March 31, December 31, Employee compensation and benefits $ 388 $ 669 Leased facilities 58 51 Professional services 237 327 Accrued warrant obligation 710 — Other 186 279 Total accrued expenses $ 1,579 $ 1,326 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of option activity | A summary of option activity for the three months ended March 31, 2020 is as follows: Number of Shares Weighted Average Exercise Price Outstanding at December 31, 2019 62,065 $ 178.95 Granted 16,473 $ 6.56 Exercised — — Forfeited (376 ) $ 48.53 Expired (397 ) $ 828.81 Outstanding at March 31, 2020 77,765 $ 139.74 Vested and expected to vest at March 31, 2020 77,765 $ 139.74 Options exercisable at March 31, 2020 40,536 $ 232.23 |
Schedule of restricted stock units activity | A summary of RSU activity for the three months ended March 31, 2020 is as follows: Number of RSUs Weighted Average Remaining Contractual Life (years) Outstanding at December 31, 2019 — Awarded 17,000 Common stock issued upon vesting — Forfeited — Outstanding at March 31, 2020 17,000 0.62 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Maturity analysis of lease liabilities | At March 31, 2020 , the Company's lease liabilities will mature as follows: Year ended December 31, Undiscounted Cash Flows 2020 (April to December) $ 572 2021 704 2022 726 2023 749 2024 771 Thereafter 1,540 Total undiscounted future lease payments 5,062 Discount (1,077 ) Total lease liabilities $ 3,985 Short-term lease liabilities $ 473 Long-term lease liabilities $ 3,512 |
Quantitative disclosure of lease costs | Three Months Ended 2020 2019 Lease cost: Operating lease cost $ 203 $ 259 Short-term lease cost 183 146 Sublease income (137 ) (124 ) Total lease cost, net $ 249 $ 281 Other information as of: March 31, 2020 December 31, 2019 Weighted-average remaining lease term (years) 6.6 6.7 Weighted-average discount rate 7.24% 7.24% |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of the geographic distribution of revenues and long-lived assets from continuing operations | The geographic distribution of the Company’s grant revenues and long-lived assets are summarized in the tables below: U.S. Canada Eliminations Total Three Months Ended March 31, 2020: Grant revenue from external customers $ 179 $ — $ — $ 179 Inter-geographic revenues — 404 (404 ) — Revenues $ 179 $ 404 $ (404 ) $ 179 Three Months Ended March 31, 2019: Grant revenue from external customers $ 124 $ — $ — $ 124 Inter-geographic revenues — 337 (337 ) — Revenues $ 124 $ 337 $ (337 ) $ 124 |
Schedule of the geographic distribution of long-lived assets | The geographic distribution of the Company’s long-lived assets is summarized as follows: U.S. Canada Eliminations Total March 31, 2020 $ 971 $ 50 $ — $ 1,021 December 31, 2019 $ 1,186 $ 57 $ — $ 1,243 |
CAPITAL STOCK AND WARRANTS (Tab
CAPITAL STOCK AND WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Information with regard to outstanding warrants to purchase common stock | The following table summarizes information regarding outstanding warrants to purchase common stock as of March 31, 2020 : Issuance Number of Shares Issuable Upon Exercise of Outstanding Warrants Exercise Price Per Share of Common Stock Expiration Date November 2019 Public Offering - Series A 583,227 $ 8.00 May 19, 2022 November 2019 Public Offering - Series B 649,477 $ 8.00 May 19, 2027 November 2019 Private Placement - Series A 718,750 $ 8.00 May 19, 2022 November 2019 Private Placement - Series B 718,750 $ 8.00 May 19, 2027 December 2017 Public Offering - Series A 160,975 $ 90.00 December 21, 2022 July 2017 Registered Direct Offering 14,270 $ 201.60 January 7, 2024 Consultant 750 $ 116.00 September 11, 2024 Total warrants 2,846,199 |
Schedule of primary rights of convertible preferred stockholders, and common stock shares reserved for future issuance | The following shares of common stock were reserved for future issuance upon exercise of stock options, vesting of RSUs and conversion of warrants: March 31, December 31, Stock Options 77,765 62,065 RSUs 17,000 — Series A Convertible Preferred Stock - November 2019 Public Offering 37,000 99,500 Warrants 2,846,199 175,995 Total number of common shares reserved for future issuance 2,977,964 337,560 |
NATURE OF BUSINESS AND BASIS _2
NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unrestricted cash and cash equivalents and short-term investments | $ 9,770 |
- Additional Information (Detai
- Additional Information (Details) $ in Thousands | Jan. 15, 2020 | Mar. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) |
Concentration of credit risk | |||
Reverse stock split, conversion ratio | 0.025 | ||
Restricted cash | $ | $ 254 | $ 332 | |
Number of operating segments | segment | 1 | ||
Government Grants | |||
Concentration of credit risk | |||
Receivables/sales (as a percent) | 100.00% | ||
Equipment | |||
Concentration of credit risk | |||
Estimated useful life | 3 years | ||
Furniture and fixtures | |||
Concentration of credit risk | |||
Estimated useful life | 5 years | ||
Software | |||
Concentration of credit risk | |||
Estimated useful life | 3 years |
ACCOUNTING POLICIES - Schedule
ACCOUNTING POLICIES - Schedule of Cash And Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 4,295 | $ 5,417 | ||
Restricted cash | 254 | 332 | ||
Total cash, cash equivalents and restricted cash | $ 4,549 | $ 5,749 | $ 6,397 | $ 3,355 |
BASIC AND DILUTED NET INCOME _3
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 3,089,006 | 229,016 |
Options | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 68,032 | 43,018 |
Restricted Stock Awards | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 9,341 | 171 |
Warrants | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 2,846,199 | 185,827 |
Series A Convertible Preferred Stock | Convertible Preferred Stock | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 39,060 | 0 |
Series B Convertible Preferred Stock | Convertible Preferred Stock | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 126,374 | 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Thousands | Jan. 15, 2020USD ($) | Mar. 31, 2020USD ($)shares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Nov. 19, 2019USD ($) |
Fair Value Disclosures [Abstract] | |||||
Warrant liability | $ 15,934 | $ 0 | $ 14,977 | $ 24,518 | |
Gain (loss) for change in fair value of warrants | $ (957) | $ (957) | $ 0 | $ 9,541 | |
Reverse stock split, conversion ratio | 0.025 | ||||
Tepha | |||||
Equity Securities without Readily Determinable Fair Value [Line Items] | |||||
Investment owned (in shares) | shares | 648,149 | ||||
Investment owned, percent (less than) | 1.00% |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value Measurement Inputs (Details) | Jan. 15, 2020$ / shares | Dec. 31, 2019$ / shares | Nov. 19, 2019 |
Series A Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, expected term | 2 years 6 months | ||
Series A Warrants | Fair market value of common stock (in dollars per share) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 3.77 | 6.86 | |
Series A Warrants | Expected term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, expected term | 2 years 3 months 19 days | 2 years 3 months 19 days | |
Series A Warrants | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.0162 | 0.0162 | |
Series A Warrants | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 1.27 | 1.27 | |
Series B Warrants | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, expected term | 7 years 6 months | ||
Series B Warrants | Fair market value of common stock (in dollars per share) | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 3.77 | 6.86 | |
Series B Warrants | Expected term | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, expected term | 7 years 3 months 19 days | 7 years 3 months 19 days | |
Series B Warrants | Risk free rate | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 0.0183 | 0.0183 | |
Series B Warrants | Volatility | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Warrants, measurement input | 1.15 | 1.15 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jan. 15, 2020 | Dec. 31, 2019 | Nov. 19, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Short-term investments | $ 5,475 | $ 5,700 | ||
Warrant liability | 0 | $ 15,934 | 14,977 | $ 24,518 |
U.S. government and agency securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Short-term investments | 5,475 | 5,700 | ||
Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets | 9,144 | 10,072 | ||
Warrant liability | 14,977 | |||
Total liabilities | 14,977 | |||
Fair Value, Measurements, Recurring | U.S. government and agency securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Short-term investments | 5,475 | 5,700 | ||
Fair Value, Measurements, Recurring | Money market funds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 3,669 | 2,622 | ||
Fair Value, Measurements, Recurring | U.S. government and agency securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 1,750 | |||
Fair Value, Measurements, Recurring | Quoted prices in active markets for identical assets (Level 1) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets | 3,669 | 2,622 | ||
Warrant liability | 0 | |||
Total liabilities | 0 | |||
Fair Value, Measurements, Recurring | Quoted prices in active markets for identical assets (Level 1) | U.S. government and agency securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Short-term investments | 0 | 0 | ||
Fair Value, Measurements, Recurring | Quoted prices in active markets for identical assets (Level 1) | Money market funds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 3,669 | 2,622 | ||
Fair Value, Measurements, Recurring | Quoted prices in active markets for identical assets (Level 1) | U.S. government and agency securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 0 | |||
Fair Value, Measurements, Recurring | Significant other observable inputs (Level 2) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets | 5,475 | 7,450 | ||
Warrant liability | 0 | |||
Total liabilities | 0 | |||
Fair Value, Measurements, Recurring | Significant other observable inputs (Level 2) | U.S. government and agency securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Short-term investments | 5,475 | 5,700 | ||
Fair Value, Measurements, Recurring | Significant other observable inputs (Level 2) | Money market funds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 0 | 0 | ||
Fair Value, Measurements, Recurring | Significant other observable inputs (Level 2) | U.S. government and agency securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | 1,750 | |||
Fair Value, Measurements, Recurring | Significant unobservable inputs (Level 3) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total assets | 0 | 0 | ||
Warrant liability | 14,977 | |||
Total liabilities | 14,977 | |||
Fair Value, Measurements, Recurring | Significant unobservable inputs (Level 3) | U.S. government and agency securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Short-term investments | 0 | 0 | ||
Fair Value, Measurements, Recurring | Significant unobservable inputs (Level 3) | Money market funds | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | $ 0 | 0 | ||
Fair Value, Measurements, Recurring | Significant unobservable inputs (Level 3) | U.S. government and agency securities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Cash equivalents | $ 0 |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Accumulated Cost | $ 5,453 | $ 5,700 |
Unrealized Gain | 22 | 0 |
Unrealized (Loss) | 0 | 0 |
Market Value | 5,475 | 5,700 |
Long-term Investments | 0 | 0 |
Government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Accumulated Cost | 5,453 | 5,700 |
Unrealized Gain | 22 | 0 |
Unrealized (Loss) | 0 | 0 |
Market Value | $ 5,475 | $ 5,700 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 388 | $ 669 |
Leased facilities | 58 | 51 |
Professional services | 237 | 327 |
Accrued warrant obligation | 710 | 0 |
Other | 186 | 279 |
Total accrued expenses | $ 1,579 | $ 1,326 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Stock-based compensation | ||
Stock-based compensation | $ 137 | $ 162 |
Employee stock option | ||
Stock-based compensation | ||
Stock-based compensation expense, net of estimated forfeitures, related to unvested awards not yet recognized | $ 1,282 | |
Weighted average remaining recognition period (years) | 2 years 11 months 16 days | |
Options | ||
Number of Shares | ||
Outstanding at the beginning of the period (in shares) | 62,065 | |
Granted (in shares) | 16,473 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (376) | |
Expired (in shares) | (397) | |
Outstanding at the end of the period (in shares) | 77,765 | |
Options vested and expected to vest at the end of the period (in shares) | 77,765 | |
Options exercisable at the end of the period (in shares) | 40,536 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 178.95 | |
Granted (in dollars per share) | 6.56 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 48.53 | |
Expired (in dollars per share) | 828.81 | |
Outstanding at the end of the period (in dollars per share) | 139.74 | |
Options vested and expected to vest at the end of the period (in dollars per share) | 139.74 | |
Options exercisable at the end of the period (in dollars per share) | $ 232.23 |
STOCK-BASED COMPENSATION - REST
STOCK-BASED COMPENSATION - RESTRICTED STOCK UNIT ACTIVITY TABLE (Details) - Restricted Stock Awards | 3 Months Ended |
Mar. 31, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding (in shares) | 0 |
Awarded (in shares) | 17,000 |
Common stock issued upon vesting (in shares) | 0 |
Forfeited (in shares) | 0 |
Outstanding (in shares) | 17,000 |
Weighted average remaining contractual life | 7 months 13 days |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Nov. 30, 2019ft² | Jul. 31, 2018USD ($) | Oct. 31, 2016USD ($)ft² | Mar. 31, 2020USD ($)ft² | Dec. 31, 2016USD ($)ft² | Feb. 29, 2020USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Undiscounted future lease payments | $ 5,062 | |||||
19 Presidential Way | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Leased area (in sqft) | ft² | 29,622 | |||||
Letter of credit | $ 307 | $ 229 | ||||
Operating leases, landlord reimbursement for lease improvements | 889 | |||||
Operating leases, landlord reimbursement for lease improvements, additional payments | $ 444 | |||||
Area returned to landlord (in sqft) | ft² | 7,409 | |||||
Write off of leasehold improvements and office furniture, net of proceeds | $ 206 | |||||
Subleased area (in sqft) | ft² | 9,874 | |||||
650 Suffolk Street | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Leased area (in sqft) | ft² | 13,702 | |||||
Non-cash lease exit charge | $ 255 | |||||
410 Downey Road and 110 Gymnasium Place | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Leased area (in sqft) | ft² | 6,900 | |||||
Real estate leases | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Percent of lease liabilities | 100.00% | |||||
CJ CheilJedang Corporation | 19 Presidential Way | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Letter of credit | $ 103 |
LEASES - Maturity Analysis of L
LEASES - Maturity Analysis of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 (April to December) | $ 572 | |
2020 | 704 | |
2021 | 726 | |
2022 | 749 | |
2023 | 771 | |
Thereafter | 1,540 | |
Total undiscounted future lease payments | 5,062 | |
Discount | (1,077) | |
Total lease liabilities | 3,985 | |
Short-term lease liabilities | 473 | $ 602 |
Long-term lease liabilities | $ 3,512 | $ 3,619 |
LEASES - Quantitative Disclosur
LEASES - Quantitative Disclosure of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Lease cost: | |||
Operating lease cost | $ 203 | $ 259 | |
Short-term lease cost | 183 | 146 | |
Sublease income | (137) | (124) | |
Total lease cost, net | $ 249 | $ 281 | |
Other information as of: | |||
Weighted-average remaining lease term | 6 years 7 months 9 days | 6 years 8 months 15 days | |
Weighted-average discount rate | 7.24% | 7.24% |
GEOGRAPHIC INFORMATION - Distri
GEOGRAPHIC INFORMATION - Distribution of Revenues and Long-Lived Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Geographic Information | ||
Revenue | $ 179 | $ 124 |
U.S. | ||
Geographic Information | ||
Revenue | 179 | 124 |
Canada | ||
Geographic Information | ||
Revenue | 404 | 337 |
Operating segments | ||
Geographic Information | ||
Revenue | 179 | 124 |
Operating segments | U.S. | ||
Geographic Information | ||
Revenue | 179 | 124 |
Operating segments | Canada | ||
Geographic Information | ||
Revenue | 0 | 0 |
Eliminations | ||
Geographic Information | ||
Revenue | (404) | (337) |
Eliminations | Canada | ||
Geographic Information | ||
Revenue | $ 404 | $ 337 |
GEOGRAPHIC INFORMATION - Narrat
GEOGRAPHIC INFORMATION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Concentration risk | ||
Revenue | $ 179 | $ 124 |
Grant | ||
Concentration risk | ||
Revenue | 179 | 124 |
Grant | Michigan State University | Sales | ||
Concentration risk | ||
Revenue | $ 179 | $ 124 |
Concentration risk (as a percent) | 100.00% | 100.00% |
GEOGRAPHIC INFORMATION - Schedu
GEOGRAPHIC INFORMATION - Schedule of Geographic Distribution (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Geographic Information | ||
Long-lived assets | $ 1,021 | $ 1,243 |
Reportable Geographical Components | U.S. | ||
Geographic Information | ||
Long-lived assets | 971 | 1,186 |
Reportable Geographical Components | Canada | ||
Geographic Information | ||
Long-lived assets | 50 | 57 |
Eliminations | ||
Geographic Information | ||
Long-lived assets | $ 0 | $ 0 |
CAPITAL STOCK AND WARRANTS - Na
CAPITAL STOCK AND WARRANTS - Narrative (Details) | Apr. 01, 2020USD ($) | Jan. 15, 2020USD ($)shares | Nov. 19, 2019USD ($)$ / sharesshares | Mar. 18, 2019USD ($)$ / sharesshares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)$ / sharesshares |
Class of Stock [Line Items] | |||||||
Reverse stock split, conversion ratio | 0.025 | ||||||
Common stock, authorized (in shares) | 60,000,000 | 60,000,000 | 60,000,000 | ||||
Gross proceeds from transaction | $ | $ 11,500,000 | ||||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Preferred stock, par value per share (in dollars per share) | $ / shares | 0.01 | 0.01 | |||||
Issuance of preferred stock in connection with private offering (in shares) | 5,750 | ||||||
Preferred stock issued, price (in dollars per share) | $ / shares | $ 1,000 | ||||||
Series B Convertible Preferred Stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Number of securities called by warrants (in shares) | 2,875,000 | 2,846,199 | |||||
Warrant liability | $ | $ 15,934,000 | $ 24,518,000 | $ 0 | $ 14,977,000 | |||
Proceeds from issuance of warrants | $ | $ 13,018,000 | ||||||
Gain (loss) for change in fair value of warrants | $ | $ (957,000) | (957,000) | $ 0 | $ 9,541,000 | |||
Preferred stock, authorized (in shares) | 5,000,000 | ||||||
Proceeds from warrants exercised (Note 11) | $ | 1,638,000 | ||||||
Accrued warrant obligation - up to | $ | $ 710,000 | $ 0 | |||||
Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Cumulative issuances (in shares) | 276,000 | ||||||
Common stock issued upon conversion (in shares) | 718,750 | ||||||
Issuance of common stock for warrant exercise (in shares) | 204,796 | ||||||
Common stock incorrectly issued in connection with warrant exercises - up to (in shares) | 88,762 | ||||||
Series A Warrants | |||||||
Class of Stock [Line Items] | |||||||
Warrants, expected term | 2 years 6 months | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 8 | ||||||
Series B Warrants | |||||||
Class of Stock [Line Items] | |||||||
Warrants, expected term | 7 years 6 months | ||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 8 | ||||||
Class A Units | |||||||
Class of Stock [Line Items] | |||||||
Common stock included in each unit (in shares) | 1 | ||||||
Class A Units | Series A Warrants | |||||||
Class of Stock [Line Items] | |||||||
Number of securities called by each warrant or right | 1 | ||||||
Class B Units | Series A Warrants | |||||||
Class of Stock [Line Items] | |||||||
Number of securities called by each warrant or right | 125 | ||||||
Series A Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | ||||||
Cumulative conversions (in shares) | 2,208 | ||||||
Conversion prohibited if number of shares of common stock exceeds threshold | 4.99% | ||||||
Conversion prohibited if number of shares of common stock exceeds threshold, election | 9.99% | ||||||
Subsequent Event | |||||||
Class of Stock [Line Items] | |||||||
Common stock offering, maximum aggregate offering price | $ | $ 25,000,000 | ||||||
Public and private offerings | |||||||
Class of Stock [Line Items] | |||||||
Issuance costs | $ | $ 1,254,000 | ||||||
Public offering | |||||||
Class of Stock [Line Items] | |||||||
Gross proceeds from transaction | $ | $ 5,750,000 | ||||||
Public offering | Class A Units | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued in offering (in shares) | 405,750 | ||||||
Common stock price (in dollars per share) | $ / shares | $ 8 | ||||||
Public offering | Class B Units | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued in offering (in shares) | 2,504 | ||||||
Common stock price (in dollars per share) | $ / shares | $ 1,000 | ||||||
Over-Allotment Option | Class A Units | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued in offering (in shares) | 93,750 | ||||||
Registered direct offering | |||||||
Class of Stock [Line Items] | |||||||
Gross proceeds from transaction | $ | $ 2,932,000 | ||||||
Issuance costs | $ | $ 349,000 | ||||||
Common stock issued in offering (in shares) | 60,541 | ||||||
Common stock price (in dollars per share) | $ / shares | $ 48.40 |
CAPITAL STOCK AND WARRANTS - Sc
CAPITAL STOCK AND WARRANTS - Schedule Of Warrants Issuance (Details) - $ / shares | Mar. 31, 2020 | Nov. 19, 2019 |
Class of Stock [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 2,846,199 | 2,875,000 |
Warrants - expiration January 2024 | ||
Class of Stock [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 14,270 | |
Exercise Price (in dollars per share) | $ 201.6 | |
Warrants - expiration September 2024 | ||
Class of Stock [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 750 | |
Exercise Price (in dollars per share) | $ 116 | |
Public offering | Series A Warrants - expiration May 2022 | ||
Class of Stock [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 583,227 | |
Exercise Price (in dollars per share) | $ 8 | |
Public offering | Series B Warrants - expiration May 2027 | ||
Class of Stock [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 649,477 | |
Exercise Price (in dollars per share) | $ 8 | |
Public offering | Series A Warrants - expiration December 2022 | ||
Class of Stock [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 160,975 | |
Exercise Price (in dollars per share) | $ 90 | |
Registered direct offering | Series A Warrants - expiration May 2022 | ||
Class of Stock [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 718,750 | |
Exercise Price (in dollars per share) | $ 8 | |
Registered direct offering | Series B Warrants - expiration May 2027 | ||
Class of Stock [Line Items] | ||
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 718,750 | |
Exercise Price (in dollars per share) | $ 8 |
CAPITAL STOCK AND WARRANTS - _2
CAPITAL STOCK AND WARRANTS - Schedule of Common Stock Reserved For Future Issuance (Details) - shares | Mar. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||
Total number of common shares reserved for future issuance | 2,977,964 | 337,560 |
Options | ||
Class of Stock [Line Items] | ||
Total number of common shares reserved for future issuance | 77,765 | 62,065 |
Restricted Stock Awards | ||
Class of Stock [Line Items] | ||
Total number of common shares reserved for future issuance | 17,000 | 0 |
Series A Convertible Preferred Stock | ||
Class of Stock [Line Items] | ||
Total number of common shares reserved for future issuance | 37,000 | 99,500 |
Warrants | ||
Class of Stock [Line Items] | ||
Total number of common shares reserved for future issuance | 2,846,199 | 175,995 |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) $ in Thousands | Apr. 19, 2020USD ($) |
Subsequent Event | |
Subsequent Event [Line Items] | |
Proceeds from Paycheck Protection Program loan | $ 333 |