Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 18, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | HTGM | ||
Entity Registrant Name | HTG Molecular Diagnostics, Inc | ||
Entity Central Index Key | 1,169,987 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 6,977,421 | ||
Entity Public Float | $ 45,920,851 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 3,293,983 | $ 3,613,392 |
Short-term investments available-for-sale, at fair value | 28,201,507 | |
Accounts receivable, net | 716,246 | 801,125 |
Inventory, net of allowance of $284,319 and $54,269 at December 31, 2015 and 2014 | 2,201,301 | 1,685,814 |
Prepaid insurance | 234,777 | 20,905 |
Prepaid expenses and other | 210,440 | 91,130 |
Total current assets | 34,858,254 | 6,212,366 |
Long-term investments available-for-sale, at fair value | 2,603,901 | |
Deferred financing and offering costs | 52,377 | 1,369,281 |
Property and equipment, net | 1,932,213 | 1,146,599 |
Total assets | 39,446,745 | 8,728,246 |
Current liabilities: | ||
Accounts payable | 724,805 | 948,429 |
Accrued liabilities | 1,944,511 | 1,499,750 |
Deferred revenue | 47,476 | 41,248 |
NuvoGen obligation | 543,750 | |
Term loan | 3,059,068 | 813,715 |
Total current liabilities | 6,319,610 | 3,303,142 |
Redeemable convertible preferred stock warrant liability | 730,543 | |
Term loan payable - non-current, net of discount | 7,789,963 | 9,705,655 |
NuvoGen obligation - non-current, net of discount | 8,415,122 | 8,677,859 |
Other | 28,652 | 58,380 |
Total liabilities | $ 22,553,347 | 22,475,579 |
Redeemable convertible preferred stock: | ||
Total redeemable convertible preferred stock | $ 55,922,593 | |
Commitments and Contingencies | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.001 par value; 10,000,000 and 0 authorized at December 31, 2015 and 2014, respectively; no shares issued and outstanding at either date. | ||
Common stock, $0.001 par value; 200,000,000 and 600,000,000 shares authorized at December 31, 2015 and 2014, respectively; 6,845,638 and 6,844,242 shares issued and outstanding, respectively, at December 31, 2015, 334,003 and 332,607 shares issued and outstanding, respectively, at December 31, 2014 | $ 6,844 | $ 333 |
Additional paid-in-capital (distributions in excess of capital) | 106,569,405 | (1,426,556) |
Treasury stock – 1,396 shares, at cost | (75,000) | (75,000) |
Accumulated other comprehensive loss | (41,357) | |
Accumulated deficit | (89,566,494) | (68,168,703) |
Total stockholders’ equity (deficit) | 16,893,398 | (69,669,926) |
Total liabilities and stockholders' equity (deficit) | $ 39,446,745 | 8,728,246 |
Series A Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Total redeemable convertible preferred stock | 1,402,687 | |
Stockholders’ equity (deficit): | ||
Total stockholders’ equity (deficit) | 1,402,687 | |
Series B Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Total redeemable convertible preferred stock | 2,099,310 | |
Stockholders’ equity (deficit): | ||
Total stockholders’ equity (deficit) | 2,099,310 | |
Series C-1 Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Total redeemable convertible preferred stock | 4,567,525 | |
Stockholders’ equity (deficit): | ||
Total stockholders’ equity (deficit) | 4,567,525 | |
Series C-2 Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Total redeemable convertible preferred stock | 2,223,506 | |
Stockholders’ equity (deficit): | ||
Total stockholders’ equity (deficit) | 2,223,506 | |
Series D Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Total redeemable convertible preferred stock | 37,174,666 | |
Stockholders’ equity (deficit): | ||
Total stockholders’ equity (deficit) | 37,174,666 | |
Series E Redeemable Convertible Preferred Stock | ||
Redeemable convertible preferred stock: | ||
Total redeemable convertible preferred stock | 8,454,899 | |
Stockholders’ equity (deficit): | ||
Total stockholders’ equity (deficit) | $ 8,454,899 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory net allowance | $ 284,319 | $ 54,269 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 0 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 600,000,000 |
Common stock, shares issued | 6,845,638 | 334,003 |
Common stock, shares outstanding | 6,844,242 | 332,607 |
Treasury stock, shares | 1,396 | 1,396 |
Series A Redeemable Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, liquidation value | $ 0 | $ 1,406,369 |
Preferred stock, shares authorized | 0 | 1,292,084 |
Preferred stock, shares issued | 0 | 1,292,084 |
Preferred stock, shares outstanding | 0 | 1,292,084 |
Series B Redeemable Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, liquidation value | $ 0 | $ 2,104,811 |
Preferred stock, shares authorized | 0 | 11,919,624 |
Preferred stock, shares issued | 0 | 6,789,712 |
Preferred stock, shares outstanding | 0 | 6,789,712 |
Series C-1 Redeemable Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, liquidation value | $ 0 | $ 4,581,944 |
Preferred stock, shares authorized | 0 | 17,530,800 |
Preferred stock, shares issued | 0 | 13,242,612 |
Preferred stock, shares outstanding | 0 | 13,242,612 |
Series C-2 Redeemable Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, liquidation value | $ 0 | $ 2,244,343 |
Preferred stock, shares authorized | 0 | 19,262,522 |
Preferred stock, shares issued | 0 | 9,948,331 |
Preferred stock, shares outstanding | 0 | 9,948,331 |
Series D Redeemable Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, liquidation value | $ 0 | $ 68,001,923 |
Preferred stock, shares authorized | 0 | 237,031,908 |
Preferred stock, shares issued | 0 | 139,529,173 |
Preferred stock, shares outstanding | 0 | 139,529,173 |
Preferred stock, shares issued | 723,050 | |
Series E Redeemable Convertible Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, liquidation value | $ 0 | $ 20,839,001 |
Preferred stock, shares authorized | 0 | 185,046,445 |
Preferred stock, shares issued | 0 | 45,938,041 |
Preferred stock, shares outstanding | 0 | 45,938,041 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | ||
Product | $ 3,532,028 | $ 1,788,205 |
Service | 183,758 | 497,168 |
Other | 325,789 | 1,043,584 |
Total revenue | 4,041,575 | 3,328,957 |
Cost of revenue | 3,335,511 | 3,204,915 |
Gross margin | 706,064 | 124,042 |
Operating expenses: | ||
Selling, general and administrative | 14,994,410 | 9,897,697 |
Research and development | 4,601,718 | 3,075,204 |
Total operating expenses | 19,596,128 | 12,972,901 |
Operating loss | (18,890,064) | (12,848,859) |
Other income (expense): | ||
Loss from change in stock warrant valuation | (239,683) | (388,936) |
Interest expense | (1,719,475) | (706,866) |
Interest income | 85,859 | |
Loss on settlement of convertible debt | (705,217) | |
Other | 80,978 | (13,747) |
Total other expense | (2,497,538) | (1,109,549) |
Net loss before income taxes | (21,387,602) | (13,958,408) |
Income taxes | 10,189 | |
Net loss | (21,397,791) | (13,958,408) |
Accretion of stock issuance costs | (35,046) | (102,677) |
Accretion of Series E warrant discount | (127,616) | (313,152) |
Accretion of Series D and E redeemable convertible preferred stock dividends | (1,165,932) | (3,244,572) |
Net loss attributable to common stockholders | $ (22,726,385) | $ (17,618,809) |
Net loss per share attributable to common stockholders, basic and diluted | $ (5.03) | $ (175.03) |
Shares used in computing net loss per share attributable to common stockholders, basic and diluted | 4,518,499 | 100,659 |
Statements of Comprehensive Los
Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (21,397,791) | $ (13,958,408) |
Other comprehensive loss, net of tax effect: | ||
Unrealized loss on short and long-term investments | (41,357) | |
Comprehensive loss | (21,439,148) | (13,958,408) |
Accretion of stock issuance costs | (35,046) | (102,677) |
Accretion of Series E warrant discount | (127,616) | (313,152) |
Accretion of Series D and E redeemable convertible preferred stock dividends | (1,165,932) | (3,244,572) |
Comprehensive loss attributable to common stockholders | $ (22,767,742) | $ (17,618,809) |
Statements of Redeemable Conver
Statements of Redeemable Convertible Preferred Stock and Stockholders Equity (Deficit) - USD ($) | Total | Common Stock | Additional Paid-In-Capital (Distributions in Excess of Capital) | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Series D Warrants | Series E Warrants | Series A Redeemable Convertible Preferred Stock | Series B Redeemable Convertible Preferred Stock | Series C-1 Redeemable Convertible Preferred Stock | Series C-2 Redeemable Convertible Preferred Stock | Series D Redeemable Convertible Preferred Stock | Series D Redeemable Convertible Preferred StockSeries D Warrants | Series E Redeemable Convertible Preferred Stock | Series E Redeemable Convertible Preferred StockSeries E Warrants |
Balance at Dec. 31, 2013 | $ (58,251,910) | $ 97 | $ (3,966,712) | $ (75,000) | $ (54,210,295) | $ 1,401,677 | $ 3,795,690 | $ 5,596,660 | $ 4,270,835 | $ 35,803,437 | ||||||
Balance, shares at Dec. 31, 2013 | 96,349 | 1,292,084 | 11,919,624 | 16,240,450 | 19,104,610 | 143,737,467 | ||||||||||
Issuance of preferred stock Series E | 0 | $ 5,494,766 | ||||||||||||||
Issuance of preferred stock Series E, Shares | 34,453,538 | |||||||||||||||
Exercise of Series D and Series E warrants | $ 0 | $ 0 | $ 4,271 | $ 1,889,201 | ||||||||||||
Exercise of Series D and Series E warrants, shares | 25,125 | 11,484,503 | ||||||||||||||
Exercise of stock options | 21,482 | $ 10 | 21,472 | |||||||||||||
Exercise of stock options, shares | 9,909 | |||||||||||||||
Share-based compensation expense | 184,966 | 184,966 | ||||||||||||||
Accretion of redeemable convertible preferred stock issuance costs | (102,677) | (102,677) | $ 1,010 | $ 2,647 | $ 4,853 | $ 6,665 | $ 57,049 | $ 30,453 | ||||||||
Accretion of Series E warrant discount | (313,152) | (313,152) | 313,152 | 313,152 | ||||||||||||
Adjustment to Series B book value | 112,903 | 112,903 | (112,903) | |||||||||||||
Accretion of Series D and E redeemable convertible preferred stock dividend | (3,244,572) | (3,244,572) | 2,517,245 | 727,327 | ||||||||||||
Optional conversion of preferred stock to common | $ (1,586,124) | $ (1,033,988) | $ (2,053,994) | $ (1,207,336) | ||||||||||||
Optional conversion of preferred stock to common, shares | (5,129,912) | (2,997,838) | (9,156,279) | (4,233,419) | ||||||||||||
Net loss | (13,958,408) | (13,958,408) | ||||||||||||||
Balance at Dec. 31, 2014 | (69,669,926) | $ 333 | (1,426,556) | (75,000) | (68,168,703) | $ 1,402,687 | $ 2,099,310 | $ 4,567,525 | $ 2,223,506 | $ 37,174,666 | $ 8,454,899 | |||||
Balance, shares at Dec. 31, 2014 | 332,607 | 1,292,084 | 6,789,712 | 13,242,612 | 9,948,331 | 139,529,173 | 45,938,041 | |||||||||
Optional conversion of preferred stock to common | 5,881,442 | $ 226 | 5,881,216 | |||||||||||||
Optional conversion of preferred stock to common, shares | 226,349 | |||||||||||||||
Exercise of Series D and Series E warrants | 0 | $ 93,550 | $ 11,312 | |||||||||||||
Exercise of Series D and Series E warrants, shares | 723,505 | 51,681 | ||||||||||||||
Exercise of stock options | 34,881 | $ 14 | 34,867 | |||||||||||||
Exercise of stock options, shares | 13,960 | |||||||||||||||
Share-based compensation expense | 405,426 | 405,426 | ||||||||||||||
Accretion of redeemable convertible preferred stock issuance costs | (35,046) | (35,046) | $ 320 | $ 839 | $ 1,538 | $ 2,113 | $ 18,109 | $ 12,127 | ||||||||
Accretion of Series E warrant discount | (127,616) | (127,616) | $ 127,616 | 127,616 | ||||||||||||
Accretion of Series D and E redeemable convertible preferred stock dividend | (1,165,932) | (1,165,932) | 876,955 | 288,977 | ||||||||||||
Optional conversion of preferred stock to common | 57,356,049 | $ 2,509 | 57,353,540 | $ (1,403,007) | $ (2,100,149) | $ (4,569,063) | $ (2,225,619) | $ (38,163,280) | $ (8,894,931) | |||||||
Optional conversion of preferred stock to common, shares | 2,508,824 | (1,292,084) | (6,789,712) | (13,242,612) | (9,948,331) | (140,252,678) | (45,989,722) | |||||||||
Net loss | (21,397,791) | (21,397,791) | ||||||||||||||
Balance at Dec. 31, 2015 | 16,893,398 | $ 6,844 | 106,569,405 | $ (75,000) | $ (41,357) | $ (89,566,494) | ||||||||||
Balance, shares at Dec. 31, 2015 | 6,844,242 | |||||||||||||||
Conversion of outstanding principal and accrued interest on convertible notes to common stock | 4,544,384 | $ 324 | 4,544,060 | |||||||||||||
Conversion of warrants from warrants for preferred stock to warrants for common stock | 1,616,140 | 1,616,140 | ||||||||||||||
Issuance of common stock from initial public offering | 45,354,186 | $ 3,660 | 45,350,526 | |||||||||||||
Issuance of common stock from initial public offering, shares | 3,660,076 | |||||||||||||||
Other comprehensive income | (41,357) | $ (41,357) | ||||||||||||||
Stock issued under stock purchase plan | $ 20,000 | $ 4 | $ 19,996 | |||||||||||||
Stock issued under stock purchase plan, shares | 4,184 | 4,184 | ||||||||||||||
Settlement of outstanding principal and accrued interest on convertible notes by issuance of common stock, shares | 324,591 |
Statements of Redeemable Conve7
Statements of Redeemable Convertible Preferred Stock and Stockholders Equity (Deficit) (Parenthetical) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Initial public offering, issuance cost | $ 5,900,000 |
Series E Redeemable Convertible Preferred Stock | |
Issuance cost | $ 170,546 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | ||
Net loss | $ (21,397,791) | $ (13,958,408) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 662,562 | 496,595 |
Accretion of discount on NuvoGen obligation | 281,013 | 187,017 |
Bad debt expense, net of recoveries | 44,854 | 115,068 |
Provision for excess inventory | 230,754 | 54,269 |
Amortization of deferred financing costs | 44,666 | 13,841 |
Amortization of discount on term loan | 170,954 | 84,676 |
Amortization of final payment premium on term loan | 158,707 | 56,201 |
Loss on settlement of convertible notes | 705,217 | |
Amortization of discount on convertible notes | 90,222 | |
Stock-based compensation expense | 405,426 | 184,966 |
Change in redeemable convertible preferred stock warrant liability | 239,683 | 388,936 |
Loss on disposal of assets | 12,125 | 35,960 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 40,025 | (312,340) |
Inventory | (746,241) | (746,982) |
Prepaid expenses and other | (334,536) | 52,092 |
Accounts payable | (312,275) | 198,193 |
Accrued liabilities | 455,620 | 278,291 |
Deferred revenue | 6,228 | (95,442) |
Other long term liabilities | (486) | (29,549) |
Net cash used in operating activities | (19,243,273) | (12,996,616) |
Investing activities | ||
Purchase of property and equipment | (1,338,124) | (857,677) |
Sales, redemptions and maturities of available-for-sale securities | 7,500,000 | |
Purchase of available-for-sale securities | (38,346,765) | |
Net cash used in investing activities | (32,184,889) | (857,677) |
Financing activities | ||
Proceeds from exercise of stock options | 34,881 | 21,482 |
Proceeds from stock issued under stock purchase plan | 20,000 | |
Draws on line of credit | 750,000 | |
Payments on line of credit | (750,000) | |
Payments on NuvoGen obligation | 0 | (1,206,250) |
Deferred offering costs | (1,002,930) | (1,205,122) |
Deferred financing costs | (75,523) | |
Payments on equipment lease | (29,242) | (21,932) |
Proceeds from term loan | 10,680,000 | |
Proceeds from issuance of convertible note warrants | 1,354 | |
Settlement of fractional common shares | (2,925) | |
Proceeds from convertible notes | 4,500,000 | |
Proceeds from initial public offering | 47,654,190 | |
Net cash provided by financing activities | 51,108,753 | 15,652,396 |
(Decrease) increase in cash and cash equivalents | (319,409) | 1,798,103 |
Cash and cash equivalents at beginning of year | 3,613,392 | 1,815,289 |
Cash and cash equivalents at end of year | 3,293,983 | 3,613,392 |
Noncash investing and financing activities | ||
Accretion of preferred stock issuance costs | 35,046 | 102,677 |
Accretion of Series E warrant discount | (127,616) | (313,152) |
Adjustment to Series B book value | (112,903) | |
Accretion of Series D and E redeemable convertible preferred stock dividends | 1,165,932 | 3,244,572 |
Deferred offering costs reclassified to distributions in excess of capital | 2,297,079 | |
Accrual of deferred offering and finance costs | 178,000 | |
Allocation of Series E warrant convertible notes debt discount | 741,828 | |
Allocation of Series E warrant debt discount | 301,507 | |
Conversion of convertible notes and related accrued interest to common stock | 4,544,384 | |
Fixed asset purchases payable at period end | 122,176 | |
Reclassification of convertible preferred stock liability warrants to equity warrants | (1,616,140) | |
Supplemental cash flow information | ||
Cash paid for interest | 935,004 | 368,331 |
Common Stock | ||
Noncash investing and financing activities | ||
Conversion of convertible preferred stock to common stock | (57,356,049) | (5,881,442) |
Series D and Series E Warrants | ||
Financing activities | ||
Proceeds from exercise of Series D and E warrants | 8,948 | 251 |
Noncash investing and financing activities | ||
Net exercise of Series D and Series E warrants | (95,914) | (4,020) |
Series E Warrants | ||
Noncash investing and financing activities | ||
Net exercise of Series D and Series E warrants | 0 | 0 |
Accretion of Series E warrant discount | 127,616 | 313,152 |
Series E Redeemable Convertible Preferred Stock | ||
Financing activities | ||
Proceeds from sale of Series E preferred stock, net of issuance costs | 7,383,967 | |
Noncash investing and financing activities | ||
Net exercise of Series D and Series E warrants | (11,312) | |
Accretion of Series E warrant discount | $ 127,616 | 313,152 |
Series E Redeemable Convertible Preferred Stock | Series E Warrants | ||
Noncash investing and financing activities | ||
Net exercise of Series D and Series E warrants | $ (1,889,201) |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1. Description of Business HTG Molecular Diagnostics, Inc. (the “Company”) is a commercial stage company that develops and markets a novel technology platform to facilitate the routine use of complex molecular profiling. The Company’s HTG Edge and HTG EdgeSeq platforms, consisting of instrumentation, consumables and software analytics, are used in sample profiling applications including tumor profiling, molecular diagnostic testing and biomarker development. The Company’s HTG Edge and HTG EdgeSeq platforms automate the molecular profiling of genes and gene activity using its proprietary nuclease protection chemistry on a wide variety of biological samples. The Company derives revenue from the sale of instruments, consumables and related services. The Company operates in one segment and its customers are primarily located in the United States. For the year ended December 31, 2015, approximately 13% of the Company’s revenue was generated from sales to customers located outside of the United States, compared to 14% for the year ended December 31, 2014. Reverse Stock Split On April 27, 2015, the Company effected a one-for-107.39 reverse stock split of its outstanding common stock. All applicable common share and per common share information has been retroactively adjusted to reflect the effect of this reverse stock split. The reverse stock split did not change the number of shares of convertible preferred stock outstanding, but did affect the conversion ratios associated with the convertible preferred stock. Initial On May 11, 2015, the Company successfully completed its initial public offering (“IPO”), in which the Company sold 3,570,000 shares of common stock at $14.00 per share for total gross proceeds of approximately $50 million. An additional 90,076 shares of common stock were subsequently sold pursuant to the partial exercise by the underwriters of their over-allotment option resulting in additional gross proceeds of approximately $1.3 million. After underwriters’ fees and commissions and other expenses of the offering, the Company’s aggregate net proceeds were approximately $45.4 million. All outstanding shares of the Company’s redeemable convertible preferred stock converted into shares of common stock in connection with the IPO. Following the IPO, there were no shares of preferred stock outstanding. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Accounting The financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Liquidity The Company expects that its cash and cash equivalents, together with interest thereon, will be sufficient to fund its operations for at least the next 12 months and likely through the midpoint of the second quarter 2017. However, the Company has had recurring operating losses and negative cash flows from operations since its inception. As such, the Company expects that it will need to raise additional equity or debt capital at some point in the future until its revenue reaches a level sufficient to provide for self-sustaining cash flows. There can be no assurance that additional equity or debt financing will be available on acceptable terms, or at all, or that the Company’s revenue will reach a level sufficient to provide for self-sustaining cash flows. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s significant estimates include revenue recognition, stock-based compensation expense, the value of the warrant liability, the resolution of uncertain tax positions, income tax valuation allowances, recovery of long-lived assets and provisions for doubtful accounts, inventory obsolescence and inventory valuation. Actual results could materially differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash and cash equivalents. Cash and cash equivalents consist of cash on deposit with financial institutions, money market instruments and high credit quality corporate debt securities purchased with a term of three months or less. Accounts Receivable, net Accounts receivable represent valid claims against debtors and have been reported net of an allowance for doubtful accounts of $0 and $85,068 at December 31, 2015 and 2014, respectively. The Company reviews accounts receivable to identify where collectability may not be probable based on the specific identification method. Bad debt expense, net of recoveries, was $44,854 and $115,068 for the years ended December 31, 2015 and 2014, respectively. Investments The Company classifies its securities as available-for-sale, which are reported at estimated fair value with unrealized gains and losses included in accumulated other comprehensive loss, net of tax. Realized gains, realized losses and declines in value of securities judged to be other-than-temporary, are included in other income (expense) within the statements of operations. The cost of investments for purposes of computing realized and unrealized gains and losses is based on the specific identification method. Interest and dividends earned on all securities are included in other income (expense) within the statements of operations. Investments in securities with maturities of less than one year, or where management’s intent is to use the investments to fund current operations, or to make them available for current operations, are classified as short-term investments. If the estimated fair value of a security is below its carrying value, the Company evaluates whether it is more likely than not that it will sell the security before its anticipated recovery in market value and whether evidence indicating that the cost of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. The Company also evaluates whether or not it intends to sell the investment. If the impairment is considered to be other-than-temporary, the security is written down to its estimated fair value. In addition, the Company considers whether credit losses exist for any securities. A credit loss exists if the present value of cash flows expected to be collected is less than the amortized cost basis of the security. Other-than-temporary declines in estimated fair value and credit losses are charged against other income (expense). Fair Value of Financial Instruments The carrying value of financial instruments classified as current assets and current liabilities approximate fair value due to their liquidity and short-term nature. Investments that are classified as available-for-sale are recorded at fair value, which was determined using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. The carrying amounts of the Company’s asset-secured growth capital term loan (the “Growth Term Loan”) and convertible notes were estimated using Level 3 inputs and approximate fair value since the interest rate approximates the market rate for debt securities with similar terms and risk characteristics. Fair value measurements are based on the premise that fair value represents an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2 – Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. Inventory, net Inventory, consisting of raw materials and finished goods, is stated at the lower of cost (first-in, first-out) or market. The Company reserves or writes down its inventory for estimated obsolescence, inventory in excess of reasonably expected near term sales or unmarketable inventory, in an amount equal to the difference between the cost of inventory and the estimated market value, based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Inventory impairment charges establish a new cost basis for inventory and charges are not reversed subsequently to income, even if circumstances later suggest that increased carrying amounts are recoverable. For the year ended December 31, 2015, the Company recorded an increase in the inventory reserve of $230,050, to adjust for estimated shrinkage and excess inventory. For the year ended December 31, 2014 the Company wrote off inventory previously reserved of $536,119, partially offset by the recording of an increase of $54,269 for estimated obsolescence, resulting in a decrease in the inventory reserve of $481,850. For the years ended December 31, 2015 and 2014, $230,754 and $54,269 have been included in cost of revenue, respectively. In the first quarter of 2015, the Company determined that the average period of time customers use to evaluate the Company’s equipment generally ranges from 90 to 180 days, and in certain circumstances the evaluation period may need to be extended beyond that period. HTG Edge or HTG EdgeSeq instruments at customer locations under evaluation agreements are included in finished goods inventory. Equipment that is under evaluation for purchase remains in inventory as the Company maintains title to the equipment throughout the evaluation period. If the customer has not completed the purchase of the instrument by the end of the initial evaluation period, the Company will determine whether to extend the evaluation period or have the equipment returned to the Company. However, in no case will the evaluation period exceed one year. If the customer has not purchased the equipment or entered into a reagent rental agreement with the Company after a one-year evaluation period, the cost of the equipment is written off to cost of revenue if the customer is allowed to continue use of the equipment. Prior to January 1, 2015, the Company recorded equipment under evaluation more than 90 days in property and equipment. The Company accordingly has reclassified from property and equipment to inventory field equipment with a net book value of $210,606 at December 31, 2014 under evaluation at that time for longer than 90 days and less than one year. Property and Equipment, net Property and equipment are stated at historical cost and depreciated over their useful lives, which range from three to five years, using the straight-line method. Leasehold improvements are amortized using the straight-line method over the lesser of the remaining lease term or the estimated useful life. Field equipment is amortized using the straight-line method over the lesser of the period of the related reagent rental agreement or the estimated useful life. Depreciation and leasehold improvement amortization expense was $662,562 for the year ended December 31, 2015, and $481,012 for the year ended December 31, 2014. Costs incurred in the development and installation of software for internal use are expensed or capitalized, depending on whether they are incurred in the preliminary project stage (expensed), application development stage (capitalized), or post-implementation stage (expensed). Amounts capitalized following project completion are amortized on a straight-line basis over the useful life of the developed asset, which is generally three years. There was no amortization expense for capitalized software costs for the year ended December 31, 2015. Amortization expense for capitalized software costs was $15,583 for the year ended December 31, 2014. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flow, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Although the Company has accumulated losses since inception, the Company believes the future cash flows will be sufficient to exceed the carrying value of the Company’s long-lived assets. There were no impairments of long-lived assets during the years ended December 31, 2015 or 2014. Stock Issuance Costs Certain costs incurred in connection with the issuance of the Company’s redeemable convertible preferred stock (the “Convertible Preferred Stock”) were being deferred and accreted. Stock issuance costs have historically been accreted to distributions in excess of capital using the effective interest method. Accretion was $35,046 for the year ended December 31, 2015, and $102,677 for the year ended December 31, 2014. Upon automatic conversion of the Convertible Preferred Stock to common stock in connection with the closing of the Company’s IPO in May 2015, issuance costs were no longer accreted. Deferred Financing Costs and Debt Discounts Certain costs incurred in connection with the Growth Term Loan have been deferred and are being amortized. Debt issuance costs and debt discount are amortized over the term of the Growth Term Loan using the effective interest method. In addition, prior to the IPO, costs incurred in connection with the issuance of notes under the Company’s two note and warrant purchase agreements dated December 30, 2014 (the “Note Agreements”) in February and March 2015 were capitalized and amortized over the term of the Note Agreements using the straight-line accretion method, which approximated the effective interest method in this instance. The Company has recorded approximately $52,377 and $75,131 of deferred financing costs in the accompanying balance sheets as of December 31, 2015 and 2014, respectively. Deferred financing cost amortization expense for the years ended December 31, 2015 and 2014 was $44,666 and $13,841, respectively. Amortization of growth term loan discount was $170,954 and $84,676 for the years ended December 31, 2015 and 2014. Amortization of the Note Agreement discount was $90,222 and $0 for the years ended December 31, 2015 and 2014. Growth term loan discount and amortization of the Note Agreement discount are included in interest expense in the accompanying statements of operations. The Company compared the value of the common stock issued to settle the debt with the carrying amount of the debt at the IPO closing date of May 2015, net of unamortized discount. The Company recorded a loss on settlement of convertible debt of $705,217, comprising $651,606 to write off unamortized discount and $53,611 to write off unamortized deferred financing costs relating to the convertible notes which were settled with common stock at the IPO, in the accompanying statements of operations for the year ended December 31, 2015. Deferred Offering Costs Deferred offering costs represent legal, accounting and other direct costs related to the IPO, which was completed in May 2015. In accounting for the IPO in May 2015, direct offering costs of approximately $2.3 million were reclassified to additional paid-in capital and are shown, along with underwriters’ fees paid, net against IPO proceeds received. The Company recorded $0 and $1.3 million of deferred offering costs as a non-current asset in the accompanying balance sheets as of December 31, 2015 and 2014, respectively. Deferred Revenue Deferred revenue represents cash receipts for products or services to be provided in future periods. When products are delivered or services are rendered, deferred revenue is then recognized as earned. Revenue Recognition The Company recognizes revenue from the sale of instruments, consumables and related services when the following four basic criteria are met: (1) a contract has been entered into with a customer or persuasive evidence of an arrangement exists, (2) delivery has occurred or services rendered, (3) the fee is fixed and determinable, and (4) collectability is reasonably assured. Sale of instruments and consumables The Company had product revenue consisting of revenue from the sale of instruments and consumables for the years ended December 31, 2015 and 2014 as follows: Years Ended December 31, 2015 2014 Instruments $ 789,231 $ 793,505 Consumables 2,742,797 994,700 Total product sales $ 3,532,028 $ 1,788,205 Instrument product revenue is generally recognized upon installation and calibration of the instrument by field service engineers, unless the customer has specified any other acceptance criteria. The sale of instruments and related installation and calibration are considered to be one unit of accounting, as instruments are required to be professionally installed and calibrated before use. Installation generally occurs within a month of shipment. Consumables are considered to be separate units of accounting as they are sold separately. Consumables revenue is recognized upon transfer of ownership, which is generally upon shipment. The Company’s standard terms and conditions provide that no right of return exists for instruments or consumables, unless replacement is necessary due to delivery of defective or damaged products. Shipping and handling fees charged to the Company’s customers for instruments and consumables shipped are included in the statements of operations as part of product revenue. Shipping and handling costs for sold products shipped to the Company’s customers are included on the statements of operations as part of cost of revenue. When a contract involves multiple elements, the items included in the arrangement, referred to as deliverables, are evaluated to determine whether they represent separate units of accounting. The Company performs this evaluation at the inception of an arrangement and as each item is delivered in the arrangement. Generally, the Company accounts for a deliverable (or a group of deliverables) separately if the delivered item has stand-alone value to the customer and delivery or performance of the undelivered item or service is probable and substantially in the Company’s control. When multiple elements can be separated into separate units of accounting, arrangement consideration is allocated at the inception of the arrangement, based on each deliverables’ relative selling price. All revenue from contracts determined not to have separate units of accounting is recognized based on consideration of the most substantive delivery factor of all the elements in the contract. The Company provides instruments to certain customers under reagent rental agreements. Under these agreements, the Company installs instruments in the customer’s facility without a fee and the customer agrees to purchase consumable products at a stated price over the term of the agreement; in some instances the agreements do not contain a minimum purchase requirement. Terms range from several months to multiple years and may automatically renew in several month or multiple year increments unless either party notifies the other in advance that the agreement will not renew. This represents a multiple element arrangement and because all consideration under the reagent rental agreement is contingent on the sale of consumables, no consideration has been allocated to the instrument and no revenue has been recognized upon installation of the instrument. The Company expects to recover the cost of the instrument under the agreement through the fees charged for consumables, to the extent sold, over the term of the agreement. Revenue is recognized as consumables are shipped. In reagent rental agreements, the Company retains title to the instrument and title is transferred to the customer at no additional charge at the conclusion of the initial arrangement. Because the pattern of revenue from the arrangement cannot be reasonably estimated, the cost of the instrument is amortized on a straight-line basis over the term of the arrangement, unless there is no minimum consumable product purchase in which case the instrument would be expensed as cost of revenue. Cost to maintain the instrument while title remains with the Company is charged to cost of revenue as incurred. The Company offers customers the opportunity to purchase separately-priced extended warranty contracts to provide for service upon conclusion of the standard one-year warranty period. The revenue from these contracts is recorded as a component of deferred revenue in the accompanying balance sheets at the inception of the contract and is recognized as revenue over the contract service period. Service Revenue For contracts related to custom panel design services and sample processing, the Company utilizes a proportional performance revenue recognition model, under which revenue is recognized as performance occurs based on the relative outputs of the performance that have occurred up to that point in time under the respective agreement. The Company includes all applicable costs incurred related to custom panel design services, including research and development costs and general and administrative expenses, in cost of revenue. Anticipated losses, if any, on contracts are charged to earnings as soon as they are identified. Anticipated losses cover all costs allocable to contracts. Revenue arising from claims or change orders is recorded either as income or as an offset against a potential loss only when the amount of the claim can be estimated and its realization is probable. Other Revenue Other revenue includes license and grant revenue. Grant revenue is earned when expenditures relating to the projects under these awards are incurred. Product Warranty The Company generally provides a one-year warranty on its HTG Edge and HTG EdgeSeq systems covering the performance of system hardware and software in conformance with customer specifications under normal use and protecting against defects in materials and workmanship. The Company may, at its option, replace, repair or exchange products covered under valid warranty claims. A provision for estimated warranty costs is recognized at the time of sale, through cost of revenue, based upon recent historical experience and other relevant information as it becomes available. The Company continuously assesses the adequacy of its product warranty accrual by reviewing actual claims and makes adjustments to the provision as needed. Due to a lack of historical data and a low rate of warranty claims, the Company had not recorded any liability for product warranty prior to the current period. Note 14 “Commitments and Contingencies” contains additional information relating to the Company’s product warranties. Research and Development Expenses Research and development expenses represent both costs incurred internally for research and development activities and costs incurred externally to fund research activities. All research and development costs are expensed as incurred. During the year ended December 31, 2015, the Company entered into a Development and Professional Services agreement with Invetech PTY Ltd. (Note 9) for the development of its low volume throughput HTG EdgeSeq platform, for which $325,000 of research and development expense was recorded for the year ended December 31, 2015. Advertising All costs associated with advertising and promotions are expensed as incurred. The amount of advertising and promotion expense was $11,761 and $18,581 for the years ended December 31, 2015 and 2014, respectively, and is included as a component of selling, general and administrative expenses on the accompanying statement of operations. Stock-Based Compensation The Company recognizes expense for share-based payments to employees, including grants of stock options and restricted stock units, based on the fair value of awards on the date of grant. The fair value of each employee stock option granted pursuant to the Company’s equity incentive plans is estimated on the date of grant using the Black-Scholes option pricing model. The determination of the fair value of share-based payment awards utilizing the Black-Scholes option pricing model is affected by the fair value of the Company’s stock price and a number of assumptions, including volatility, expected term, risk-free interest rate, and dividend yield. Generally these assumptions are based on historical information and judgment is required to determine if historical trends may be indicators of future outcomes. The Company recognizes compensation cost for share-based payment awards with service conditions that have a graded vesting schedule on a straight-line basis over the requisite service period. However, the amount of compensation cost recognized at any time generally equals the portion of grant-date fair value of the award that is vested at that date, net of estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment to stock-based compensation expense will be recognized at that time. Changes to assumptions used in Black-Scholes option valuation calculation and the forfeiture rate could significantly impact the compensation expense recognized by the Company. The Company considered its historical experience of pre-vesting option forfeitures as the basis to arrive at its estimated pre-vesting option forfeiture rates of 17% and 2.8% per year for the years ended December 31, 2015 and 2014, respectively. The Company reports cash flows resulting from tax deductions in excess of the compensation cost recognized from those options (excess tax benefits) as financing cash flows, if they should arise. The Company uses fair value to account for restricted stock units (RSUs). The RSUs are valued based on the quoted market price of common stock on the date of grant and amortized ratably over the life of the award. For share-based payments to nonemployee consultants, the fair value of the share-based consideration issued is used to measure the transaction, as the Company believes this to be a more reliable measure of fair value than the services received. The fair value of the award is measured at the fair value of the Company’s stock options on the date that the commitment for performance by the nonemployee consultant has been reached or performance is complete. Stock-based compensation costs are recognized as expense over the requisite service period, which is generally the vesting period for awards, on a straight-line basis. Black-Scholes assumptions used to calculate the fair value of options granted during the years ended December 31, 2015 and 2014 were as follows: 2015 2014 Fair value of common stock $ 4.88 - 14.64 $ 2.15 - 12.89 Risk-free interest rate 1.36% - 2.22% 1.65% - 2.03% Expected volatility 60.5% - 75.0% 70% Expected term 5.0 to 10 years 5.4 to 6.1 years Expected dividend yield —% —% Black-Scholes option pricing model was developed for use in estimating the fair value of short-traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of assumptions. The volatility assumption for 2015 is based on the volatility of the Company’s stock in recent periods as well as that of publicly traded industry competitors. The volatility assumption for 2014 is based on the volatility of publicly traded industry competitors and adjusted for future expectations. The expected term of options is based on the utilization of the simplified method, which utilizes the contract term and vesting period to derive the expected term. The Company has elected to use the simplified method because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to its equity shares being publicly traded for less than one year. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected terms of the stock option grant. The Company does not anticipate paying a dividend, and, therefore, no expected dividend yield was used. Stock-based compensation cost amounted to the following: Year Ended December 31, 2015 2014 Selling, general and administrative $ 367,000 $ 163,540 Research and development 38,426 21,426 $ 405,426 $ 184,966 The weighted-average fair value of stock options granted was $3.61 and $2.51 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, total unrecognized compensation cost related to stock-based compensation awards was approximately $788,875, which is expected to be recognized over approximately 2.9 years. Income Taxes The Company accounts for income taxes under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established against net deferred tax assets for the uncertainty it presents of the Company’s ability to use the net deferred tax assets, in this case the net operating tax loss carryforwards and research and development tax credits in the future. In assessing the realizability of net deferred tax assets, the Company assesses the likelihood that net deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company records the valuation allowance in the period the Company determines it is “more likely than not” that net deferred tax assets will not be realized. For the years ended December 31, 2015 and 2014, the Company has provided a full valuation allowance for all net deferred tax assets due to their current realization being considered remote in the near term. The Company accounts for uncertain tax position taken or expected to be taken in a tax return using the more-likely-than-not threshold for financial statement recognition and measurement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No material uncertain tax positions have been identified or recorded in the financial statements as of December 31, 2015 and 2014. In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes Balance Sheet Classification of Deferred Taxes Comprehensive loss Comprehensive loss includes certain changes in equity that are excluded from net loss. Specifically, unrealized gains and losses on short and long-term available-for-sale investments are included in comprehensive loss. Concentration Risks Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and uncollateralized accounts receivable. The Company maintains the majority of its cash balances in the form of cash deposits in bank checking and money market accounts in amounts in excess of federally insured limits. Management believes, based upon the quality of the financial institution, that the credit risk with regard to these deposits is not significant. The Company sells its instruments, consumables, sample processing services, custom panel design services and contract research services primarily to biopharmaceutical companies, academic institutions and molecular labs. The Company routinely assesses the financial strength of its customers and credit losses have been minimal to date. The top two customers accounted for 38% and 7% of the Company’s revenue for the year ended December 31, 2015, compared with 12% and 7% for the year ended December 31, 2014. The Company derived 8% and 31% of its total revenue from grants and contracts, primarily from one organization during the years ended December 31, 2015 and 2014. The largest two customers accounted for approximately 32% and 25% of the Company’s net accounts receivable as of December 31, 2015. One customer accounted for approximately 31% of the Company’s net accounts receivable at December 31, 2014. The Company currently relies on a single supplier to supply several of the subcomponents used in the HTG Edge and HTG EdgeSeq processors. A loss of this supplier could significantly delay the delivery of HTG Edge and HTG EdgeSeq systems, which in turn would materially affect the Company’s ability to generate revenue. New Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers The revised revenue standard is effective for public entities for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its financial statements and has not yet determined the method by which it will adopt the standard. In August 2014, the FASB issued ASU N |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3. Inventory Inventory, net of allowance, consisted of the following as of the date indicated: December 31, 2015 2014 Raw materials $ 1,198,605 $ 1,029,927 Work in process — — Finished goods 1,002,696 655,887 $ 2,201,301 $ 1,685,814 |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Note 4. Fair Value Financial assets and liabilities measured at fair value are classified in their entirety into the fair value hierarchy, based on the lowest level input significant to the fair value measurement. The following table classifies the Company’s financial assets and liabilities measured at fair value on a recurring basis at December 31, 2015 and 2014, respectively into the fair value hierarchy: Balance at December 31, 2015 Level 1 Level 2 Level 3 Total Asset included in: Cash and cash equivalents Money market securities $ 3,290,490 $ — $ — $ 3,290,490 Available-for-sale investments at fair value U.S. government obligations $ 3,298,014 $ — $ — $ 3,298,014 U.S. government agency obligations $ — $ 14,589,378 $ — $ 14,589,378 Corporate debt securities $ — $ 12,918,016 $ — $ 12,918,016 Balance at December 31, 2014 Level 1 Level 2 Level 3 Total Asset included in: Cash and cash equivalents Money market securities $ 3,608,890 $ — $ — $ 3,608,890 Liabilities included in: Warrant liabilities Growth Term Loan warrants $ — $ — $ 301,508 $ 301,508 Convertible Preferred Stock warrants $ — $ — $ 429,035 $ 429,035 There were no other financial instruments subject to fair value measurement on a recurring basis. Transfers to and from Levels 1, 2 and 3 are recognized at the end of the reporting period. There were no transfers between levels for the years ended December 31, 2015 and 2014. Level 1 instruments include investments in money market funds and U.S. Treasuries. These instruments are valued using quoted market prices for identical unrestricted instruments in active markets. The Company defines active markets for debt instruments based on both the average daily trading volume and the number of days with trading activity. Level 2 instruments include U.S. Government agency obligations and corporate debt securities. Valuations of Level 2 instruments can be verified to quoted prices, recent trading activity for identical or similar instruments, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. Consideration is given to the nature of the quotations (e.g. indicative or firm) and the relationship of recent market activity to the prices provided from alternative pricing sources. Fair values of these assets and liabilities are based on prices provided by independent market participants that are based on observable inputs using market-based valuation techniques. These valuation models and analytical tools use market pricing or similar instruments that are both objective and publicly available, including matrix pricing or reported trades, benchmark yields, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids and/or offers. The Company did not adjust any of the valuations received from these third parties with respect to any of its level 1 securities for either of the years ended December 31, 2015 or 2014. The Company’s portfolio of available-for-sale securities comprises U.S. Treasuries, U.S. government sponsored agency obligations and high credit quality corporate debt securities classified as available-for-sale securities. Initial investment in available-for-sale securities was made during the quarter ended June 30, 2015 as a result of funding received through the Company’s IPO. Level 3 instruments include Redeemable Convertible Preferred Stock warrant liabilities. The Company used its May 2015 IPO pricing as an input for measurement of the fair value of its Level 3 preferred stock warrant liabilities at May 11, 2015 and the Black-Scholes option pricing model, and other valuation models for measuring the fair value of its Level 3 Preferred Stock warrant liabilities at December 31, 2014. The Company’s warrant liabilities at December 31, 2014 were categorized as Level 3 because they were valued based on unobservable inputs and management judgment due to the absence of quoted market prices, inherent lack of liquidity and the long-term nature of such financial instruments. As a result of their conversion to common stock warrants on May 11, 2015 with the Company’s IPO, there were no warrant liabilities outstanding at December 31, 2015. The December 31, 2014 fair value assessments used the Black-Sholes option pricing model using the following assumptions: December 31, 2014 Fair value of Series B/C/D Stock and Series E Stock shares on grant date or measurement date $0.14 - $0.22 Exercise price $0.01-$0.346 Expected risk-free interest rate 1.20% Expected volatility 70% Expected term 4.1 years Expected dividend yield 0 - 8% The volatility assumption is based on the volatility of publicly traded industry competitors as adjusted for future expectations. The expected term was based on the Company’s historical experience and future expectations with regard to the exercise of the Convertible Preferred Stock warrants and the probability of conversion of the underlying Convertible Preferred Stock. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected terms of the warrants. At December 31, 2014 the fair value of the Convertible Preferred Stock was determined by a valuation model that considered both income and market-based valuations of the Company’s enterprise value. The expected dividend yield at December 31, 2014 is consistent with the dividend rate on the Convertible Preferred Stock. The assumptions used in the Black-Scholes option pricing model are inherently subjective and involve significant judgment. Any change in the fair value was recognized as a component of other income (expense) in the statements of operations. A reconciliation of the beginning and ending liabilities measured at fair value and classified as Level 3 for the years ended December 31, 2015 and 2014 are as follows: December 31, 2015 2014 Beginning balance $ 730,543 $ 44,120 Issuance of Series E Convertible Preferred Stock Warrants — 2,190,708 Exercise of Series E Convertible Preferred Stock Warrants (4,116 ) (1,889,201 ) Exercise of Series D Convertible Preferred Stock Warrants (91,798 ) (4,020 ) Reclassification of Series C-2 Convertible Preferred Stock Warrants to Common Stock Warrants (555 ) — Reclassification of Growth Term Loan Warrants to Common Stock Warrants (229,550 ) — Issuance of Convertible Note Warrants 741,828 — Reclassification of Convertible Note Warrants to Common Stock Warrants (1,386,035 ) — Change in Convertible Preferred Stock warrant valuation 239,683 388,936 Ending balance $ — $ 730,543 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 5. Property and Equipment Property and equipment, net consists of the following: December 31, 2015 2014 Office equipment $ 257,296 $ 414,424 Leasehold improvements 224,061 234,602 Laboratory and manufacturing equipment 2,442,191 2,003,693 Field equipment 180,355 286,044 Software 140,248 140,248 Construction in progress 175,501 6,125 3,419,652 3,085,136 Less: accumulated depreciation and amortization (1,487,439 ) (1,938,537 ) $ 1,932,213 $ 1,146,599 During the year ended December 31, 2015, the Company retired fully-depreciated property and equipment with a gross carrying value of $1,066,246, previously contained in office equipment, leasehold improvements and laboratory and manufacturing equipment. |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities Current [Abstract] | |
Accrued Liabilities | Note 6. Accrued Liabilities Accrued liabilities consist of the following: December 31, 2015 2014 Employee compensation and benefits $ 1,240,314 $ 881,821 Employee compensation for future absences 154,107 136,040 Interest 77,917 77,917 Professional fees 140,385 70,000 Offering costs — 178,000 Other accrued liabilities 331,788 155,972 $ 1,944,511 $ 1,499,750 |
Available for Sale Securities
Available for Sale Securities | 12 Months Ended |
Dec. 31, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Available for Sale Securities | Note 7. Available for Sale Securities The following is a summary of the Company’s available-for-sale securities at December 31, 2015: Gross Gross Fair Value Amortized Unrealized Unrealized (Net Carrying Cost Gains Losses Amount) US Treasury securities and obligations of US government agencies $ 17,914,136 $ — $ (26,744 ) $ 17,887,392 Corporate debt securities 12,932,629 397 (15,010 ) 12,918,016 Total available-for-sale securities $ 30,846,765 $ 397 $ (41,754 ) $ 30,805,408 The net adjustment to unrealized holding gains (losses) on available-for-sale securities in other comprehensive income totaled ($41,357) and $0, for the years ended December 31, 2015 and 2014, respectively. Contractual maturities of debt investment securities at December 31, 2015, are shown below. Expected maturities will differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties. Under 1 Year 1 to 2 Years Total US Treasury securities and obligations of US government agencies $ 16,592,324 $ 1,295,068 $ 17,887,392 Corporate debt securities 11,609,183 1,308,833 12,918,016 Total available-for-sale securities $ 28,201,507 $ 2,603,901 $ 30,805,408 The following table shows the gross unrealized losses and fair values of the Company’s investments that have unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2015: Under 1 Year 1 to 2 Years Total Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses US Treasury securities and obligations of US government agencies $ 17,887,392 $ (26,744 ) $ — $ — $ 17,887,392 $ (26,744 ) Corporate debt securities 5,822,919 (15,010 ) — — 5,822,919 (15,010 ) Total available-for-sale securities with unrealized losses $ 23,710,311 $ (41,754 ) $ — $ — $ 23,710,311 $ (41,754 ) For debt securities, the Company determines whether it intends to sell or if it is more likely than not that it will be required to sell impaired securities. This determination considers current and forecasted liquidity requirements, regulatory and capital requirements and securities portfolio management. For all impaired debt securities for which there was no intent or expected requirement to sell, the evaluation considers all available evidence to assess whether it is likely the amortized cost value will be recovered. The Company conducts a regular assessment of its debt securities with unrealized losses to determine whether securities have other-than-temporary impairment considering, among other factors, the nature of the securities, credit rating or financial condition of the issuer, the extent and duration of the unrealized loss, expected cash flows of underlying collateral, market conditions and whether the Company intends to sell or it is more likely than not the Company will be required to sell the debt securities. The Company did not have any other-than-temporary impairment in its US Treasury securities, obligations of US government agencies or corporate debt securities for the period ended December 31, 2015. The Company began investing in marketable securities upon receipt of proceeds from its IPO in May 2015. Prior to that date, the Company did not have any investments in marketable securities. |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Note 8. Debt Obligations. Growth Term Loan In August 2014, the Company entered into the Growth Term Loan with a syndicate of two lending institutions. The first tranche of the Growth Term Loan (“Growth Term Loan A”) of $11.0 million was funded at the August 2014 closing. A second tranche of $5.0 million (“Growth Term Loan B”) was initially available to be drawn until July 4, 2015. In August 2015, the Company and its lenders amended the Growth Term Loan agreement to extend the availability of Growth Term Loan B until March 31, 2016. The Company received the Growth Term Loan A proceeds net of a $0.3 million original issue discount. The Company also recorded a discount for the issuance of warrants with Growth Term Loan A (See Note 11). The original issuance discount and warrant discount are being amortized, using the effective interest method, over the term of the Growth Term Loan A. Growth Term Loan discount amortization expense was $170,954 and $84,676 for the years ended December 31, 2015 and 2014, respectively, and is included in interest expense in the accompanying statements of operations. The Growth Term Loan A bears interest at the fixed rate of 8.5% and matures in September 2018. Pursuant to the August 2015 amendment to the Growth Term Loan agreement, the Company will have monthly interest-only payment obligations until April 1, 2016. Following the interest-only payment period, equal monthly payments of $408,296 consisting of principal and interest amortized over the remaining term of the loan through September 2018 will be due. The balance sheets and the principal repayments table below have been adjusted to reflect this amended payment schedule. The August 2015 amendment further changed the prepayment fee schedule for Growth Term Loan A such that the Company will be obligated to pay a prepayment fee equal to (i) 3% of the principal amount prepaid if the Growth Term Loan is prepaid on or before the first anniversary of the August 2015 amendment, (ii) 2% of the principal amount repaid if the Growth Term Loan is prepaid after the first anniversary but on or prior to the second anniversary of the August 2015 amendment and (iii) 1% of the principal amount repaid if the Growth Term Loan is repaid after the second anniversary of the August 2015 amendment and prior to maturity. The amendment also increased the final payment percentage to 4.75%. Final fee premium amortization expense was $158,707 and $56,201 for the years ended December 31, 2015 and 2014, respectively, and is included in interest expense in the accompanying statements of operations. The Growth Term Loan requires the Company to maintain compliance with specific reporting covenants and does not require financial covenants. The Growth Term Loan is secured by a lien covering substantially all of the Company’s assets, excluding patents, trademarks and other intellectual property rights (except for rights to payment related to the sale, licensing or disposition of such intellectual property rights) and certain other specified property. The Company paid $0.1 million in financing costs upon entering the Growth Term Loan. The agreement included Convertible Preferred Stock warrants to purchase 2,512,562 shares of Series E Stock (the “Series E Loan Warrants”) at a price of $0.2189 per share or at the purchase price of the next round of equity sold if no further shares of Series E Stock were sold. The warrants to purchase shares of Series E Stock expire on August 22, 2024 (See Note 11) and were automatically converted to warrants for common stock upon completion of the Company’s IPO in May 2015. The principal repayments due under the term loan as of December 31, 2015 before consideration of the additional $5.0 million Growth Term Loan B funds expected to be drawn in March 2016, are as follows: 2016 $ 3,059,068 2017 4,393,103 2018 3,547,829 Total Growth Term Loan payments 11,000,000 Less discount (365,877 ) Plus final fee premium 214,908 Total Growth Term Loan, net $ 10,849,031 Convertible Notes On December 30, 2014, the Company entered into two, separate subordinated convertible promissory note agreements (“the Note Agreements”). The Note Agreements provided that upon a qualified equity financing, pursuant to which the Company raised either through a qualified initial public offering of common stock or through a qualifying private placement of Convertible Preferred Stock, gross offering proceeds of at least $20,000,000 from the sale of shares to new investors, the outstanding principal amount and all accrued but unpaid interest under convertible notes issued pursuant to the Note Agreements would automatically convert into shares of common stock or preferred stock, whichever was sold in the offering. The number of shares into which the convertible notes were convertible was equal to the outstanding principal and accrued interest divided by the price per share paid by investors purchasing such newly issued equity securities. The Note Agreements also provided that in the event of a sale of the Company, the holders could elect to receive two times the outstanding principal and accrued interest or the number of shares of Series E Convertible Preferred Stock as was equal to the outstanding principal and accrued interest divided by $0.2189. Under the first Note Agreement, the Company was able to issue up to $7,339,165 of notes to existing investors at five future, individual closings of up to $1,500,000 each upon ten days’ notice to participating investors . Under the second Note Agreement, the Company was able to issue up to $6,203,971 of subordinated convertible notes to existing investors at four individual closings of up to $1,703,971 each upon ten days’ notice to participating investors. When issued, the notes would bear annual interest at 8% and mature on March 31, 2016. In addition, pursuant to the second Note Agreement the Company issued to participating investors warrants to purchase up to 4,282,472 shares of Series E Convertible Preferred Stock at $0.2189 per share, discussed further in Note 11. Under each of the Note Agreements, the failure of a principal or major participating investor to invest their committed amount at each of the closings resulted in the conversion of a percentage of the investor’s preferred shares into common shares at the applicable conversion rates in effect pursuant to the Company’s restated certificate of incorporation. Under the first Note Agreement, failure of a principal investor to purchase their committed amount resulted in the conversion of their entire holdings of Convertible Preferred Stock into common stock, at conversion rates then in effect. Under the second Note Agreement, up to 80% of the total Convertible Preferred Stock held by such investor will be converted into common stock, at conversion rates then in effect. In addition, failure to purchase the full committed amount in any closing will result in the termination of the applicable investor’s warrants, in whole or in part, and the forgiveness and extinguishment of 80% of the aggregate principal amount of the applicable investor’s outstanding notes, if any. In the event the Company sold new shares of stock in a qualified initial public offering or preferred stock in a private placement, an investor’s failure to participate in the subsequent equity financing, in an amount equal to their applicable remaining committed amount under the Note Agreements, would result in the conversion of up to 80% of the non-participating investor’s aggregate Convertible Preferred Stock holding as of the closing date of the subsequent equity financing, along with a reduction of up to 80% of the non-participating investor’s warrants. Pursuant to the provisions of the second Note Agreement, certain preferred shares were optionally converted into common stock as of December 30, 2014. Certain provisions of the first Note Agreement terminate (including the investors’ obligations to purchase notes thereunder) immediately prior to the earlier to occur of the closing of (i) a qualified initial public offering or (ii) a qualified private placement. Certain provisions of the second Note Agreement terminate (including the investors’ obligations to purchase notes thereunder) immediately prior to the earlier to occur of (x) the time at which a registration statement covering a public offering of the Company’s securities under the Securities Act of 1933, as amended, becomes effective or (y) the initial closing of a qualified private placement. Such provisions of the Note Agreements (including the investors’ obligations to purchase notes thereunder) terminated in connection with the completion of the Company’s IPO. As of December 31, 2014, there were no borrowings under the Note Agreements. Draws under the first Note Agreement in February, March and April 2015 totaled $4.5 million through the Company’s IPO in May 2015. There were no draws under the second Note Agreement prior to the Company’s IPO in May 2015. The Company recorded a $741,828 discount for the estimated fair value of warrants issued in connection with the debt (See Note 11). The warrant discount is being amortized, using the effective interest method, over the term of the Convertible Notes. Amortization expense of $90,222 for the year ended December 31, 2015, is included in interest expense in the statements of operations. There was no amortization expense for the year ended December 31, 2014. Settlement of Convertible Debt upon IPO Closing Upon closing of the Company’s IPO in May 2015, all outstanding principal ($4.5 million) and accrued interest under the convertible notes issued pursuant to the first Note Agreement was converted into 324,591 shares of common stock at a conversion price of $14.00 per share. The Company evaluated the terms of the Note Agreement at inception and concluded that it should be accounted for as share settled debt as it falls within the scope of ASC 480, Distinguishing Liabilities from Equity |
Other Agreements
Other Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Other Agreements [Abstract] | |
Other Agreements | Note 9. Other Agreements NuvoGen Obligation The Company entered into an asset purchase agreement in 2001, as amended, with NuvoGen Research, LLC (“NuvoGen”) to acquire certain intellectual property from NuvoGen. The Company accounted for the transaction as an asset acquisition. However, as the intellectual property was determined to not have an alternative future use, the upfront consideration was expensed. In exchange for the intellectual property, the Company initially paid NuvoGen 5,587 shares of the Company’s common stock, fixed payments of $740,000 over the first two years of the agreement and agreed to pay NuvoGen 6% of its yearly revenue, which would be applied to any fixed payments, until the total aggregate cash compensation paid to NuvoGen under the agreement equaled $15,000,000. Certain terms of the agreement were amended in November 2003, September 2004, November 2012 and February 2014. Pursuant to the latest amendment to the agreement, through 2017, the Company is only required to pay a yearly fixed fee, in quarterly installments, to NuvoGen in the range of $543,750 to $800,000, and may defer any accrued revenue-based payments. Beginning in 2018, we are obligated to pay the greater of $400,000 or 6% of the Company’s applicable annual revenues, plus amounts, if any, deferred in the 2016 and 2017 periods by which 6% of revenue exceeds the applicable fixed fee plus 5% interest on such deferred amounts until the obligation is paid in full. The obligation is currently non-interest bearing and was, but is no longer, secured by certain patents and trademarks. The Company recorded the obligation at the estimated present value of the future payments using a discount rate of 2.5%, the Company’s estimate of its effective borrowing rate for similar obligations. Unamortized debt discount was $283,621 and $564,634 at December 31, 2015 and 2014, respectively. Pursuant to the closing of the Growth Term Loan in August 2014 (See Note 8), the Company agreed to accelerate certain minimum payments pursuant to the asset purchase agreement and NuvoGen agreed to terminate its security interest in the originally pledged patents and trademarks. Remaining minimum payments that were otherwise due for 2014, 2015 and the first quarter of 2016, amounting to $868,750 were paid in advance. No further payment is due under the asset purchase agreement until the second quarter of 2016. The acceleration of payments did not significantly change the minimum cash flows and therefore had no significant accounting effect. There were no payments made to NuvoGen during the year ended December 31, 2015. NuvoGen was paid $1,206,250 during the year ended December 31, 2014. Discount accreted during the years ended December 31, 2015 and 2014 was $281,013, and $187,017, respectively. The remaining payments due to NuvoGen at December 31, 2015, are as follows: 2016 $ 543,750 2017 800,000 2018 400,000 2019 400,000 2020 400,000 2021 and beyond 6,698,743 Total NuvoGen obligation payments 9,242,493 Less discount (283,621 ) Total NuvoGen obligation, net $ 8,958,872 Illumina, Inc. Agreement In October 2014, the Company entered into a development and component supply agreement with Illumina, Inc. for the development and worldwide commercialization by the Company of up to two complete diagnostic gene expression profiling tests for with Illumina’s diagnostic instruments, using components supplied by Illumina. The Company refers to these diagnostic gene expression profiling tests as IVD test kits. The IVD test kits may be used in two discrete testing fields chosen by the Company, one or both of which may relate to oncology for breast, lung, lymphoma or melanoma tumors, and up to one of which may relate to transplant, chronic obstructive pulmonary disease, or immunology/autoimmunity. The Company provided notice to Illumina of its first testing selection during the quarter ended March 31, 2015. The Company must provide notice to Illumina of its second selected field, if any, by October 2016. Following the Company’s selection of the testing field for each IVD test kit, the Company and Illumina have agreed to negotiate a development plan for the development and regulatory approval of the applicable IVD test kit. Illumina has agreed to provide development and regulatory support as part of the plan. Upon mutual agreement of the first development plan in the fourth quarter of 2015, the Company paid Illumina a $100,000 fee. The Company is also required to pay Illumina up to $1.0 million in the aggregate upon achievement of specified regulatory milestones relating to the IVD test kits. In addition, the Company has agreed to pay Illumina a single digit percentage royalty on net sales of any IVD test kits that the Company commercializes pursuant to the agreement. The first development plan was finalized on October 29, 2015. Ongoing research and development costs for these programs have been expensed as incurred and $100,000 has been paid to Illumina relating to this agreement as of December 31, 2015. The agreement will expire on the earlier of October 2019 or the date which the last to expire development plan under the agreement is completed. The Company may terminate the agreement at any time upon 90 days’ written notice and may terminate any development plan under the agreement upon 30 days’ prior written notice. Illumina may terminate the agreement upon 30 days’ prior written notice if the Company undergoes certain changes of control or immediately if the Company fails to select a testing field for an IVD test kit within 24 months following the date of the agreement. Either party may terminate the agreement upon the other party’s material breach of the agreement that remains uncured for 30 days, or upon the other party’s bankruptcy. Invetech PTY Ltd. Agreement In September 2015, the Company entered into a development and professional services agreement with Invetech PTY Ltd., for the conduct of research and development of a next generation automated sample library preparation instrument. This instrument is to be a low volume throughput version of the Company’s existing HTG EdgeSeq system technology and is being referred to as Project JANUS during development. The agreement requires the execution of a development plan for each stage of the project. Upon full execution and delivery of each development plan, the Company will pay Invetech development fee installments for that development plan. The initial installments of the Stage 0 development fee were earned in the third and fourth quarters of 2015, resulting in $325,000 of research and development expense relating to this agreement being included in the statements of operations for the year ended December 31, 2015. The project will move into Stage 1.1, initial prototypes, development phase, in the first quarter 2016. This stage is anticipated to be completed in 16 to 20 weeks of its start date and includes milestone payments due to Invetech during that period of approximately $1.5 million. The agreement will remain in effect through completion of all tasks and acceptance of all deliverables under each development plan unless terminated earlier as provided for in the agreement. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 10. Net Loss Per Share Net loss attributable to common stockholders per share is computed by dividing the net loss allocable to common stockholders by the weighted-average number of shares of common stock or common stock equivalents outstanding. Outstanding stock options, warrants and Convertible Preferred Stock have not been included in the calculation of diluted net loss attributable to common stockholders per share because to do so would be anti-dilutive. Accordingly, the numerator and the denominator used in computing both basic and diluted net loss per share for each period are the same. The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net loss per share for the periods presented: December 31, 2015 2014 Numerator: Net loss $ (21,397,791 ) $ (13,958,408 ) Accretion of stock issuance costs (35,046 ) (102,677 ) Accretion of Series E warrant discount (127,616 ) (313,152 ) Accretion of Series D and E Redeemable Convertible Preferred Stock dividends (1,165,932 ) (3,244,572 ) Net loss attributable to common stockholders $ (22,726,385 ) $ (17,618,809 ) Denominator: Weighted-average common shares outstanding-basic and diluted 4,518,499 100,659 Net loss per share attributable to common stockholders, basic and diluted $ (5.03 ) $ (175.03 ) The following outstanding options, warrants and Convertible Preferred Stock were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Years Ended December 31, 2015 2014 Options to purchase common stock 736,645 595,577 Restricted stock units 27,500 — Convertible Preferred Stock (as converted) — 2,126,982 Convertible Preferred Stock warrants (as converted) — 50,681 Common stock warrant 169,099 931 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Proceeds From Issuance Of Preferred Stock Preference Stock And Warrants [Abstract] | |
Warrants | Note 11. Warrants In connection with certain of its Convertible Preferred Stock issuances, convertible debt financings and other financing arrangements, the Company issued warrants for shares of its common stock and various issues of its Convertible Preferred Stock. On August 22, 2014, in connection with the Company’s entry into the Growth Term Loan, the Company issued to the lenders Series E Loan Warrants exercisable for an aggregate of 2,512,562 shares of Series E Convertible Preferred Stock at a price of $0.2189 per share. The warrants provided for cashless exercise at the option of the holders, and also contained provisions for the adjustment of the number of shares issuable upon the exercise of the warrant in the event of stock splits, recapitalizations, reclassifications, consolidations or dilutive issuances. In connection with the completion of the IPO in May 2015, the Series E Loan Warrants became exercisable for an aggregate of 23,396 shares of the Company’s common stock at an exercise price of $23.51 per share. The Series E Loan Warrants expire by their terms on August 22, 2024, provided that the warrants will be automatically exercised on a cashless basis upon expiration if not previously exercised if the fair market value of a share of the Company’s common stock exceeds the per share exercise price. The Company allocated the total proceeds of the Growth Term Loan and the Series E Loan Warrants based on the residual value method. Assumptions used to determine the initial fair value included fair value of shares of Series E Stock on grant date $0.31; Exercise price $0.2189; Expected risk-free interest rate 1.6%; Expected volatility 70.0%; Expected term 4.5 years; and Expected dividend yield 8.0%. The fair value of the Series E Warrants of $0.12 per share, or $301,507, was recorded as a discount on the Growth Term Loan to be accreted over the term of the Growth Term Loan using the effective interest method. The Company has historically accounted for the Series E Loan Warrants as liabilities as such warrants were indexed to shares that could be redeemed for cash outside the control of the Company. The preferred warrants were valued using the Black-Scholes option pricing model as of December 31, 2014. At December 31, 2014, the fair value of the Series E Loan Warrants was $301,507. Refer to Note 4 for assumptions used to value these warrants. On December 30, 2014, in connection with the Company’s Note and Warrant Purchase Agreements (Note 8) the Company agreed to issue warrants (the “Convertible Note Warrants”) exercisable for an aggregate of 9,311,586 shares of Series E Stock at a price of $0.2189 per share, for aggregate consideration of $1,354. The Convertible Note Warrants were issued on January 15, 2015. The warrants provide for cashless exercise at the option of the holders, and also contained provisions for the adjustment of the number of shares issuable upon the exercise of the warrant in the event of stock splits, recapitalizations, reclassifications, consolidations or dilutive issuances. The Convertible Note Warrants expire by their terms on January 15, 2022. As the Convertible Note Warrants were issued in conjunction with and in order to establish a lending facility commitment, they were being accounted for as a debt discount to be amortized over the life of the Note Agreements using the effective interest method and as a warrant liability, at fair value, as they were indexed to shares that could be redeemed for cash outside the control of the Company. The Company recorded the initial $741,828 of the Convertible Note Warrants using the Black-Scholes option pricing model and assumptions further described in Note 4, specifically using a 7 year term, a 1.6% risk free interest rate, 75% volatility, 0% dividend yield and a common stock price of $0.13 which is a pre-IPO equivalent to the Company’s $14.00 per share offering price in May 2015, which the Company considered to approximate the fair value at January 14, 2015 as the operations of the business had not changed during the intervening period. Upon closing of the IPO, the Company’s Convertible Preferred Stock warrants expired, were exchanged for common stock warrants or were exercised by the holders, depending on the terms of the respective agreements and actions of the holders. The Company computed the fair value of the warrants immediately prior to the conversion date and the change in fair value was recorded to loss from change in stock warrant valuation within the statements of operations. The Company’s Series C-1 Convertible Preferred Stock warrants expired upon closing of the IPO as they were not exercised prior to or contemporaneously with the closing of the IPO. As of May 11, 2015, 1,290,350 Series C-1 preferred stock warrants were forfeited and cancelled as they were not exercised prior to the IPO. Each share of Convertible Preferred Stock outstanding immediately prior to the closing of the IPO automatically converted into shares of the Company’s common stock. Due to the conversion of the underlying Series C-2 Convertible Preferred Stock and Series E Convertible Preferred Stock into common stock, the Series C-2, Series E and Convertible Note preferred warrants became exercisable for common stock. Following conversion to common stock warrants, these warrants were determined to meet the criteria for equity classification. Upon completion of the IPO, and the conversion of the Company’s Series C-2 Convertible Preferred Stock into common stock, the Series C-2 Convertible Preferred Stock warrants converted to warrants for purchase of 1,488 shares of the Company’s common stock at an exercise price of $24.23 per share. The Convertible Note Warrants converted to warrants for the purchase of 144,772 shares of the Company’s common stock at the initial public offering price of $14.00 per share. Series E Loan Warrants converted to warrants for the purchase of 23,396 shares of the Company’s common stock at the exercise price of $23.51 per share. During 2015, all Series D Convertible Preferred Stock warrant holders elected to exercise their warrants, contingent and effective upon closing of the IPO. Upon completion of the IPO, the Company issued 723,050 shares of its Series D Convertible Preferred Stock upon the exercise of 769,059 outstanding warrants, for which it received aggregate cash consideration of approximately $1,752 for such exercises. Certain warrant holders elected to exercise pursuant to the terms of the net exercise provision of the warrant. For purposes of such net exercise, the fair market value of the Company’s common stock was equal to the IPO price of $14.00. The Series D Convertible Preferred Stock converted into 6,729 shares of the Company’s common stock on May 11, 2015. The Series C-2 Redeemable Convertible Preferred Stock warrants expired without exercise in December 2015. Security Number of Preferred and Common Warrants at December 31, 2014 Number of Common Warrants at December Exercise Price/Share Expiration Date Series C-1 redeemable convertible preferred stock warrants 1,290,350 — $ 37.16 2016-2017 Series C-2 redeemable convertible preferred stock warrants 157,912 — 24.23 2015 Series D redeemable convertible preferred stock warrants 769,059 — 1.07 2020 Series E redeemable convertible preferred stock warrants 2,512,562 23,396 23.51 2024 Convertible note warrants — 144,772 14.00 2022 Common stock warrants 931 931 6.45 2019 The fair value of the Convertible Preferred Stock warrant liability was $0 and $730,543 at December 31, 2015 and 2014, respectively. During the year ended December 31, 2015 the Company recorded a loss of $239,683, on the change in fair value of the Convertible Preferred Stock warrants, as the fair value of all Convertible Preferred Stock warrants was updated prior to conversion at IPO, with the fair value change being charged to loss from change in stock warrant valuation in the statements of operations. A loss of $388,936 was recorded during the year ended December 31, 2014 on the change in fair value of the Convertible Preferred Stock warrants. The Convertible Preferred Stock warrant liability for outstanding Series C-2, Series D and Series E warrants was reclassified to additional paid-in-capital and recorded as common stock warrants upon the closing of the Company’s IPO. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock | Note 12. Redeemable Convertible Preferred Stock On February 4, 2014, the Company entered into the Series E Convertible Preferred Stock and Warrant Purchase Agreement (the “Series E Agreement”) authorizing the sale and issuance of up to 99,132,024 shares of its Series E Stock for $0.2189 per share and warrants (the “Series E Warrants”) to purchase up to an aggregate of 33,044,008 shares of Series E Stock at an exercise price of $0.001 per share. Pursuant to the Series E Agreement, up to 49,566,012 shares of Series E Stock together with Series E Warrants to purchase up to an aggregate of 16,522,004 shares of Series E Stock would be offered at one or more closings of a first tranche and the remainder of which will be offered in a second tranche. As a result of the Series E Preferred Agreement, the Company’s authorized shares were increased to 600,000,000 shares of Common Stock and 472,083,383 shares of Convertible Preferred Stock. On February 4, 2014 the Company issued 34,099,476 shares of Series E Stock pursuant to the Series E Agreement at a price per share of $0.2189 per share. Along with the shares of Series E Stock, one Series E Warrant was issued for every three shares of Series E Stock purchased with a purchase price of $0.0001 per Series E Warrant and an exercise price of $0.001 per share of Series E Stock for a total of 11,366,486 Series E Warrants. Each Series E Stock purchaser was required to exercise the Series E Warrant in a simultaneous transaction with the purchase of shares of Series E Stock. Together with the Series E Warrants, the issuance of shares of Series E Stock and Series E Warrants resulted in gross proceeds to the Company of $7,476,879. On March 31, 2014, pursuant to a rights offering, the Company issued 354,062 shares of Series E Stock pursuant to the Series E Agreement at a price per share of $0.2189 per share. Along with the shares of Series E Stock, one Series E Warrant was issued for each three shares of Series E Stock purchased with a purchase price of $0.0001 per Series E Warrant and an exercise price of $0.001 per share of Series E Stock for a total of 118,017 Series E Warrants. Each Series E Stock purchaser was required to exercise the Series E Warrant in a simultaneous transaction with the purchase of shares of Series E Stock. Together with Series E Warrants, the issuance of shares of Series E Stock and Series E Warrants resulted in gross proceeds to the Company of $77,634. The Series E Agreement provided for a second tranche on or before November 30, 2014, contingent upon the achievement of certain milestones. It was determined that, given the nominal strike price of the Series E Warrants and the fact that the Series E Preferred Warrants were required to be exercised immediately upon issuance, the per share value of the Series E Warrants would be similar to the effective per share value of the Series E Stock, or $0.1645 per share. The second closing under the Series E Agreement, originally scheduled to occur on or before November 31, 2014, was replaced by an alternative financing in the form of subordinated convertible promissory notes as discussed in Note 8. Each series of Convertible Preferred Stock had a par value of $0.001 per share. The Series D Convertible Preferred Stock and Series E Convertible Preferred Stock liquidation preference was equal to two times the original issue price of the Series D Convertible Preferred Stock or Series E Convertible Preferred Stock, respectively, plus any accrued but unpaid dividends whether or not declared. The Company has historically accreted up to the redemption amount and not the liquidation value, because additional amounts due under the liquidation rights were not considered probable at initial recording or as of the Company’s IPO in May 2015 or at December 31, 2014. The shares of each series of Convertible Preferred Stock historically had the right to redemption of their respective class of shares on a date beginning not prior to February 2019 (the “Series E Preferred Stock Redemption Date”). In order to effect each respective redemption, the holders of at least 60% of the voting power of the then outstanding shares of Series D Convertible Preferred Stock (the “Series D Stock”) or Series E Convertible Preferred Stock (the “Series E Stock”) needed to vote in favor of a redemption and provide written notice to the Company at least 60 days prior to the Series E Preferred Stock Redemption Date of such election. The holders of at least a majority in the voting power of the then outstanding shares of the Series A, B and C Convertible Preferred Stock (the “Series C Stock”) could then vote in favor of a redemption, respectively. The holders of at least 66 2/3% of the voting power of the then outstanding shares of Series A Redeemable Convertible Preferred Stock (the “Series A Stock”) could then vote in favor of a Series A Stock redemption. The Series D Stock and Series E Stock redemption value was equal to the Series D Stock and Series E Stock original issue price per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) plus all dividends declared but unpaid thereon together with any accruing dividends accrued but unpaid thereon, whether or not declared with respect to such shares. The Series A/B/C/D and Series E Stock redemption value was equal to the respective series original issue price per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) plus all accrued and unpaid dividends with respect to such shares. If the Company did not have sufficient funds or other assets legally available to redeem all shares to be redeemed at any redemption date, it was to redeem as applicable (i) pro rata to Series E Stock, until all shares were redeemed, (ii) pro rata to Series D Stock until all shares were redeemed, (iii) pro rata to Series C Stock, until all shares were redeemed, (iv) pro rata to Series A Stock and Series B Convertible Preferred Stock (the “Series B Stock”), until all shares were redeemed. If any shares to be redeemed remained outstanding, the Company was to redeem the remaining shares in accordance with the previous sentence as soon as sufficient funds were legally available. Due to the redemption feature, the preferred shares were historically recorded as mezzanine equity. Preferred Shares Carrying 5/11/15 Preferred Shares Before IPO Common Shares After IPO Series A Stock $ 1,403,007 1,292,084 38,973 Series B Stock 2,100,149 6,789,712 75,835 Series C-1 Stock 4,569,063 13,242,612 191,406 Series C-2 Stock 2,225,619 9,948,331 93,757 Series D Stock 30,370,273 140,252,678 1,305,984 Series E Stock 7,879,873 45,989,722 428,237 Carrying value, excluding dividends $ 48,547,984 217,515,139 2,134,192 Series D Stock and Series E Stock cumulative dividends 8,808,065 — 374,632 Total $ 57,356,049 217,515,139 2,508,824 As of the Company’s IPO in May 2015, Series A Stock, Series B Stock, Series C-1 Stock, Series C-2 Stock, Series D Stock and Series E Stock conversion ratios were 0.030, 0.011, 0.014, 0.009, 0.009 and 0.009, respectively, after consideration of the one-for-107.39 reverse split. When converted at May 11, 2015, all of the outstanding preferred shares and cumulative accrued dividends on Series D Stock and Series E Stock were converted into 2,134,192 and 374,632 shares of Common Stock, respectively. The Company has historically accounted for the Series E Warrants as liabilities as such warrants were indexed to shares that could be redeemed for cash outside the control of the Company. The Company allocated the total proceeds first to the Series E Warrants based on their fair value of approximately $1,890,000 and the remainder amounting to approximately $5,665,000 of the proceeds allocated to the Preferred Shares. The fair value of the Series E Warrants was estimated to approximate the fair value of the Series E Stock because of their nominal price. The amount allocated to the Series E Warrants represented a discount to the Preferred Shares and was being accreted using the effective interest method up to the redemption amount from the respective issuance date to redemption date of five years. Accretion for the years ended December 31, 2015 and 2014 was $127,616 and $313,152, respectively. Upon immediate exercise of the Series E Warrants, the amount recorded as warrant liability was reclassified to Preferred Shares, and issuance costs of $48,384 which had been allocated to the warrants were expensed. The Company was not accreting to the amount resulting from additional liquidation preference rights under the agreement because they were not considered probable at initial recording or at any point between then and the May 2015 IPO. The Company additionally analyzed the issuance of Series E Warrants with the Series E Stock, noting there was no resulting beneficial conversion feature. Following the IPO, all outstanding warrants previously exercisable for Convertible Preferred Stock became exercisable for common stock. The previously reported warrant liability associated with the convertible warrants was applied to additional paid-in-capital. The Company’s Series D Stock and Series E Stock accrued cumulative dividends at 8% per annum on the original issue price of $0.2189, whether or not declared by the Board of Directors. In connection with the Company’s Growth Term Loan, the holders of both the Series D Stock and Series E Stock agreed to waive their rights to cash dividends. As a result, only a share dividend, based on the cumulative dividends divided by the original issue price, could be paid upon declaration by the Board of Directors or upon the automatic conversion of the Convertible Preferred Stock. Dividends were being accreted based on the number of days outstanding. At December 31, 2015 and 2014, the cumulative Series D Stock and Series E Stock dividends were $ 0 The value of the shares of Series A/B/C/D Stock and Series E Stock was recorded at the amount initially received on the date of issuance or upon conversion from debt, less any applicable discounts for warrants and issuance costs, adjusted for the accretion of discounts utilizing the effective interest method up to the redemption amount from the respective issuance date to the Series E Preferred Stock Redemption Date, and the accretion of cumulative dividends. The redemption value for Series A/B/C Stock agrees to the liquidation value presented on face of the balance sheet. The redemption value of Series D Stock and Series E Stock was $0 at December 31, 2015. On January 30, 2015, 51,681 shares of Series E Convertible Preferred Stock were purchased by a convertible note warrant holder for cash consideration of approximately $7,196. |
Stockholders Equity (Deficit)
Stockholders Equity (Deficit) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | Note 13. Stockholders’ Equity (Deficit) Common Stock The Company amended its certificate of incorporation on May 11, 2015, to decrease the number of authorized shares from 600,000,000 to 200,000,000 shares. The 200,000,000 authorized shares of common stock have a par value of $0.001 per share. As of December 31, 2015, 6,845,638 shares were issued. As of December 31, 2014, 334,003 of the 600,000,000 shares were issued. Each share of common stock is entitled to one vote. All shares of common stock rank equally as to voting and all other matters that the holders are entitled to vote on. The shares of common stock have no preemptive or conversion rights, no redemption or sinking fund provisions, no liability for further call or assessment, and are not entitled to cumulative voting rights. Treasury Stock Shares of common stock repurchased by the Company are recorded as treasury stock and result in an increase of stockholders’ equity (deficit) on the balance sheets. Reacquired common shares may be retired by resolution of the Board of Directors and resume the status of authorized and unissued common shares. There was no new treasury stock activity for the years ended December 31, 2015 and 2014. Preferred Stock Pursuant to the Company’s certificate of incorporation the Company has been authorized to issue 10,000,000 shares of preferred stock, each having a par value of $0.001. The preferred stock may be issued from time to time in one or more series with the authorization of the Company’s Board of Directors. The Board of Directors has the ability to determine voting power for each series issued, as well as designation, preferences, and relative, participating, optional or other rights and such qualifications, limitations or restrictions thereof. Stock-based Compensation The Company initially established the 2001 Stock Option Plan (the “2001 Plan”), which included incentive and nonqualified stock options and restricted stock to be granted to directors, officers, employees, consultants and others. The 2001 plan terminated and no further awards were granted under the 2001 Plan upon the effective date of the Company’s 2011 Equity Incentive Plan (the “2011 Plan). In February 2014, pursuant to the Series E Agreement, the amount of shares reserved under the 2011 Plan was increased to 20% of the total outstanding shares of the Company calculated on a fully diluted basis. The shares reserved under the 2011 Plan were required to be kept at that percentage with each subsequent equity financing. No new equity awards may be granted under the 2011 Plan. On May 11, 2015, 940,112 shares were reserved for issuance under the Company’s 2014 Equity Incentive Plan (the “2014 Plan”), including 14,006 shares from the 2011 Plan. As of December 31, 2015, there were 756,332 shares available for issuance under the 2014 Plan. As of December 31, 2015, options to purchase 736,645 shares of common stock were outstanding, including 410,649 options that were fully vested. The remaining options vest over 2.9 years. The Company issued 27,500 RSUs in the year ended December 31, 2015 at a weighted average grant date fair value of $5.45. The RSUs vest 100% on March 31, 2016. As of December 31, 2015, there is $62,562 of unrecognized compensation expense related to the RSUs, which will be recognized over the weighted average remaining service period of three months. There is an additional $788,875 of unrecognized compensation expense of related to unvested stock options, which the Company expects to recognize over a weighted-average period of approximately 2.9 years. The exercise price of options and restricted stock granted is generally equal to the estimated fair value of the Company’s common stock on the date of grant, as determined by the Company’s Board of Directors. All options granted have a ten-year term. The vesting period of options and restricted stock grants is established by the Board of Directors but typically ranges between three and four years. A summary of the Plans’ stock option activity is as follows: Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Balance at January 1, 2014 349,046 $ 3.14 7.5 Granted 314,685 4.01 Exercised (9,909 ) 2.17 $ — Forfeited (54,739 ) 2.15 Expired (3,506 ) 2.98 Balance at December 31, 2014 595,577 3.71 7.8 $ — Granted 171,408 6.11 Exercised (13,960 ) 2.50 $ 86,070 Forfeited (16,380 ) 8.57 Balance at December 31, 2015 736,645 4.18 7.5 $ 947,794 Vested and expected to vest at December 31, 2015 687,488 4.01 7.3 $ 723,894 Exercisable at December 31, 2014 294,851 3.42 6.5 $ — Exercisable at December 31, 2015 410,649 3.55 6.3 $ 641,115 Stock Purchase Plan In December 2015, the Board of Directors adopted a Stock Purchase Plan (the “Purchase Plan”) which allows directors, any individual deemed by the Board of Directors to be an officer for purposes of Section 16 of the Exchange Act, and anyone designated by the Board of Directors as eligible to participate in the Purchase Plan to purchase shares of the Company’s common stock from the Company at fair market value. The aggregate number of shares of common stock that may be issued under the Purchase Plan shall not exceed 250,000 shares of common stock, and a maximum of 7,500 shares of common stock may be purchased by any one participant on any one purchase date. The Board of Directors or an authorized committee must review and approve each individual request to purchase common stock under the Purchase Plan. Cash received from the sale of common stock by the Company to eligible participants for the year ended December 31, 2015 was $20,000 which resulted in the sale of 4,184 shares of the Company’s common stock at fair market value. 2014 Employee Stock Purchase Plan In April 2015, the Company’s stockholders approved the 2014 Employee Stock Purchase Plan (“ESPP”), which became effective in May 2015. Initially, the ESPP authorizes the issuance of up to 110,820 shares of common stock pursuant to purchase rights granted to the Company’s employees or to employees of any of the Company’s designated affiliates. The number of shares of common stock reserved for issuance automatically increases on January 1 of each calendar year, from January 1, 2016 to January 1, 2024 by the least of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (2) 195,000 shares, or (3) a number determined by the Company’s board of directors that is less than (1) and (2). The ESPP enables participants to contribute up to 15% of such participant’s eligible compensation during a defined period (not to exceed 27 months) to purchase common stock of the Company. The purchase price of common stock under the ESPP will be the lesser of: (i) 85% of the fair market value of the Company’s common stock at the applicable purchase date. As of December 31, 2015, no shares of common stock were issued and 110,820 shares of common stock were reserved for future issuance under the ESPP. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies Legal Matters The Company’s industry is characterized by frequent claims and litigation, including claims regarding intellectual property and product liability. As a result, the Company may be subject to various legal proceedings from time to time. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. Any current litigation is considered immaterial and counter claims have been assessed as remote. Severance Agreements and Retention Plans In October 2012, the Board of Directors and 60% of requisite preferred holders approved a plan to set aside no less than 15% of the proceeds of any sale of the Company to be distributed to the Company’s employees, directors or consultants as designated by the Board of Directors (the “HTG Employee Retention Plan”). The HTG Employee Retention Plan terminated pursuant to its terms upon the closing of the IPO. The Company has entered into employment agreements or other arrangements with certain named executive officers, which provides salary continuation payments, bonuses and, in certain instances, the acceleration of the vesting of certain equity awards to individuals in the event that the individual is terminated other than for cause, as defined in the applicable agreement. Indemnification Agreements In the course of operating its business, the Company has entered into, and continues to enter into, separate indemnification agreements with the Company’s directors and executive officers, in addition to the indemnification provided for in the Company’s amended and restated bylaws. These agreements may require the Company to indemnify its directors and executive officers for certain expenses incurred by a director executive officer in any action or proceeding arising out of their services as one of the Company’s directors or executive officers. Leases The Company leases office and laboratory space under two non-cancelable operating leases in Tucson, Arizona, which were set to expire in November and December 2015, respectively. Under the terms of the two Tucson leases, the Company had one option to extend the leases for five years at the end of the initial seven year lease term. The Company amended its existing facilities leases in August 2015 to extend the terms for five years and require the landlord to undergo capital improvements to expand and improve the existing research, development, operations and administration office facilities. The lease amendment includes an increase of $804,000 in total monthly rent over the remaining life of the lease. In addition, the Company entered into a construction contract with a third party in the third quarter 2015 for the expansion of and leasehold improvements in its laboratory, manufacturing and office spaces, representing an expected cash outlay commitment by the Company of approximately $500,000 through the first quarter of 2016. Such leasehold improvements will be capitalized and amortized over the remaining life of the lease as they are completed. As a result of the amendments, the Company’s annual minimum lease payments before common area maintenance charges, which will commence in 2016 and continue through 2021 are as follows: 2016 $ 494,354 2017 510,125 2018 512,533 2019 514,977 2020 517,457 2021 and beyond 43,139 $ 2,592,585 Rent expense and common area maintenance costs for all operating leases were $443,085and $368,937 for the years ended December 31, 2015 and 2014, respectively. Merck Non-Exclusive License Agreement In June 2012, the Company entered into a non-exclusive license agreement with Merck Sharp & Dohme Cor. (“Merck”) whereby the Company agreed to sublicense certain intellectual property related to breast cancer biomarkers with the intent to develop, manufacture and commercialize a diagnostic test utilizing this technology. The Company agreed to pay Merck certain contingent milestone payments between $50,000 and $1,000,000 and future royalties of 3%-6% of sales derived from such products developed that utilize the licensed technology. No amounts have been accrued or paid under this agreement as the Company has not achieved any of the milestone targets or developed any products that utilize the licensed technology. Product Warranty The following is a summary of the Company’s general product warranty liability for the year ended December 31, 2015: Warranty reserve, January 1, 2015 $ — Cost of warranty claims (545 ) Warranty accrual 20,758 Warranty reserve, December 31, 2015 $ 20,213 Prior to the quarter ended September 30, 2015, no warranty reserves were recorded by the Company. Defined Contribution Plan Effective January 1, 2003, the Company established a defined contribution plan (the 401(k) Plan) under Internal Revenue Code section 401(k). All employees upon hire who are over the age of 21 are eligible for participation in the 401(k) Plan. The Company may make discretionary contributions to the 401(k) Plan, but has not done so during the years ended December 31, 2015 and 2014. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15. Income Taxes The Company provides for income taxes based upon management’s estimate of taxable income or loss for each respective period. The Company recognizes an asset or liability for the deferred tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. These temporary differences would result in deductible or taxable amounts in future years, when the reported amounts of the assets are recovered or liabilities are settled, respectively. In each period since inception, the Company has recorded a valuation allowance for the full amount of its net deferred tax assets, as the realization of the net deferred tax assets is uncertain. As a result, the Company has not recorded any federal or state income tax benefit in the statements of operations; however, state income tax expense has been recorded for state minimum taxes. The Company periodically reviews its filing positions for all open tax years in all U.S. Federal, state and international jurisdictions where the Company is or might be required to file tax returns or other required reports. The Company applies a two-step approach to recognizing and measuring uncertain tax positions. The Company evaluates the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation process, if any. The term “more likely than not” means a likelihood of more than 50 percent. If the tax position is not more likely than not to be sustained on audit, the Company may not recognize any of the potential tax benefit associated with the position. The Company recognizes a benefit for a tax position that meets the “more likely than not” criterion at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon its effective resolution. Unrecognized tax benefits involve management’s judgment regarding the likelihood of the benefit being sustained. The final resolution of uncertain tax positions could result in adjustments to recorded amounts and may affect the Company’s results of operations, financial position and cash flows. The Company has not identified any uncertain tax positions at December 31, 2015 or December 31, 2014. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties at December 31, 2015 and 2014, respectively, and has not recognized interest or penalties during the years ended December 31, 2015 and 2014, respectively, since there are no material unrecognized tax benefits. Management believes no material change to the amount of unrecognized tax benefits will occur within in the next 12 months. The components of income tax expense are as follows: Years Ended December 31, 2015 2014 Current: Federal $ — $ — State 10,189 — Total current income tax expense $ 10,189 $ — Deferred: Federal $ — $ — State — — Total deferred income tax expense $ — $ — Total income tax expense $ 10,189 $ — The Company’s actual income tax expense for the years 2015 and 2014 differ from the expected amount computed by applying the statutory federal income tax rate of 34% to loss before income taxes as follows: Years Ended December 31, 2015 2014 Computed tax (benefit) at 34% $ (7,271,785 ) $ (4,745,859 ) State taxes, net of federal benefit (918,079 ) (233,632 ) Stock-based compensation 102,699 59,119 Expiring state net operating loss ("NOL") carryforwards (20,086 ) 131,342 Return to provision (27,934 ) (4,269 ) Other 44,679 37,969 Research and development tax credit - state (300,213 ) (20,720 ) Research and development tax credit - federal (342,681 ) (11,224 ) Change in valuation reserve 8,743,589 4,787,274 $ 10,189 $ — Deferred tax assets and liabilities comprise the following: Years Ended December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 28,795,562 $ 20,977,060 Research and development credits 1,435,314 796,328 Deferred revenue 17,396 15,166 Inventory reserve 104,182 19,953 Fixed assets and intangibles 50,128 53,822 Change in fair value of warrant liability 111,993 3,541 Accrued NuvoGen liability 3,282,756 3,190,603 Capitalized research and development 27,583 55,354 Other 115,792 85,290 33,940,706 25,197,117 Valuation allowance (33,940,706 ) (25,197,117 ) Deferred tax asset, net $ — $ — A s of December 31, 2015, the Company has estimated federal and state NOL carryforwards of approximately $78,496,747 and $52,447,023 for federal and state income tax purposes, respectively. The Company’s federal NOLs are scheduled to expire from 2021 through 2035. The Company’s state NOLs are scheduled to expire from 2016 through 2035. The Company’s federal and state tax credit carryforwards begin expiring in 2021 and 2016, respectively. The Company’s federal NOL carryforwards have the following expiration dates: Year of Expiration Carryforwards Federal NOL carryforwards 2021 $ 211,806 2023 1,635,651 2024 1,217,290 2025 1,409,498 2026 1,175,594 2027 1,676,458 2028 3,037,785 2029 3,753,314 2030 623,235 2031 5,435,312 2032 10,913,787 2033 12,095,966 2034 14,190,409 2035 21,120,642 $ 78,496,747 For financial reporting purposes, valuation allowances of $33,940,706 and $25,197,117 at December 31, 2015 and 2014, respectively, have been established to offset deferred tax assets relating mainly to NOLs and research and development credits. The increase in the valuation allowance of $8,743,589 for the year ended December 31, 2015 was due primarily to increased operating losses. The Company has established a valuation allowance against the entire tax asset. As a result, the Company does not recognize any tax benefit until it is in a taxpaying position and, therefore, more likely to realize the tax benefit. Past and subsequent equity offerings by the Company, and other transactions that have an impact on the Company’s ownership structure, may trigger The Company files income tax returns in the United States, Arizona, California, Texas and various other state jurisdictions, with varying statutes of limitations. As of December 31, 2015, the earliest year subject to examination is 2012 for US federal tax purposes. The earliest year subject to examination is 2011 for Arizona, California and Texas, and 2013 for the remaining state jurisdictions. However, the Company’s net operating loss carryforwards for periods ending December 31, 2001 and thereafter remain subject to examination by the United States and certain states. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 16. Related-Party Transactions In March 2014 and July 2013, the Company entered into two separate consulting agreements to assess potential markets for its products with a holder of Series D Stock and Series E Stock. The stockholder was paid $0 for the year ended December 31, 2015, and $99,800 for the year ended December 31, 2014, under those agreements. An employee of the stockholder is a member of the Board of Directors. At December 31, 2015, there were no further amounts due under the consulting agreements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Events In March 2016, the Company entered into an Authorization, Supply and Regulatory Authorization Agreement with Life Technologies Corporation (“LTC”), a wholly owned subsidiary of Thermo Fisher Scientific, Inc., for the development and worldwide commercialization by the Company of up to five RNA-based next generation sequencing panels (“HTG Assays”) for use with LTC’s sequencing instruments and components supplied to end‑users by LTC. Pursuant to the agreement, the Company has agreed to obtain its requirements for certain components to be used in the development of HTG Assays from LTC. As such, on March 21, 2016, the Company placed a non-cancellable purchase order for certain LTC products for approximately $250,000. LTG has agreed to provide support in the Company’s efforts to obtain regulatory approval of the HTG Assays. The Company is required to pay LTC a milestone payment in the mid-six figure dollar range upon certain regulatory achievements for each HTG Assay. In addition, the Company has agreed to pay LTC a single digit percentage royalty on net sales of any HTG Assays that the Company commercializes pursuant to the agreement. Absent early termination, the initial term of the agreement will expire in March 2021 and thereafter will automatically renew for additional two year terms for as long as the Company continues to develop or sell HTG Assays. Either party may terminate the agreement by written notice delivered to the other party at least 60 days prior to the expiration of any then-current term. Either party may terminate the agreement (a) upon the other party’s material breach that remains uncured for 30 days, (b) upon the other party’s bankruptcy or (c) upon written notice in the event the party providing notice reasonably determines that continued performance under the agreement would violate any regulatory law, or any other applicable law or regulation or U.S. Food and Drug Administration guidance. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Accounting Principles | Accounting The financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). |
Liquidity | Liquidity The Company expects that its cash and cash equivalents, together with interest thereon, will be sufficient to fund its operations for at least the next 12 months and likely through the midpoint of the second quarter 2017. However, the Company has had recurring operating losses and negative cash flows from operations since its inception. As such, the Company expects that it will need to raise additional equity or debt capital at some point in the future until its revenue reaches a level sufficient to provide for self-sustaining cash flows. There can be no assurance that additional equity or debt financing will be available on acceptable terms, or at all, or that the Company’s revenue will reach a level sufficient to provide for self-sustaining cash flows. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company’s significant estimates include revenue recognition, stock-based compensation expense, the value of the warrant liability, the resolution of uncertain tax positions, income tax valuation allowances, recovery of long-lived assets and provisions for doubtful accounts, inventory obsolescence and inventory valuation. Actual results could materially differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash and cash equivalents. Cash and cash equivalents consist of cash on deposit with financial institutions, money market instruments and high credit quality corporate debt securities purchased with a term of three months or less. |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable represent valid claims against debtors and have been reported net of an allowance for doubtful accounts of $0 and $85,068 at December 31, 2015 and 2014, respectively. The Company reviews accounts receivable to identify where collectability may not be probable based on the specific identification method. Bad debt expense, net of recoveries, was $44,854 and $115,068 for the years ended December 31, 2015 and 2014, respectively. |
Investments | Investments The Company classifies its securities as available-for-sale, which are reported at estimated fair value with unrealized gains and losses included in accumulated other comprehensive loss, net of tax. Realized gains, realized losses and declines in value of securities judged to be other-than-temporary, are included in other income (expense) within the statements of operations. The cost of investments for purposes of computing realized and unrealized gains and losses is based on the specific identification method. Interest and dividends earned on all securities are included in other income (expense) within the statements of operations. Investments in securities with maturities of less than one year, or where management’s intent is to use the investments to fund current operations, or to make them available for current operations, are classified as short-term investments. If the estimated fair value of a security is below its carrying value, the Company evaluates whether it is more likely than not that it will sell the security before its anticipated recovery in market value and whether evidence indicating that the cost of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. The Company also evaluates whether or not it intends to sell the investment. If the impairment is considered to be other-than-temporary, the security is written down to its estimated fair value. In addition, the Company considers whether credit losses exist for any securities. A credit loss exists if the present value of cash flows expected to be collected is less than the amortized cost basis of the security. Other-than-temporary declines in estimated fair value and credit losses are charged against other income (expense). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of financial instruments classified as current assets and current liabilities approximate fair value due to their liquidity and short-term nature. Investments that are classified as available-for-sale are recorded at fair value, which was determined using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. The carrying amounts of the Company’s asset-secured growth capital term loan (the “Growth Term Loan”) and convertible notes were estimated using Level 3 inputs and approximate fair value since the interest rate approximates the market rate for debt securities with similar terms and risk characteristics. Fair value measurements are based on the premise that fair value represents an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the following three-tier fair value hierarchy has been used in determining the inputs used in measuring fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities on the reporting date. Level 2 – Pricing inputs are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Pricing inputs are generally unobservable and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using factors that involve considerable judgment and interpretations, including but not limited to private and public comparables, third-party appraisals, discounted cash flow models, and fund manager estimates. |
Inventory, net | Inventory, net Inventory, consisting of raw materials and finished goods, is stated at the lower of cost (first-in, first-out) or market. The Company reserves or writes down its inventory for estimated obsolescence, inventory in excess of reasonably expected near term sales or unmarketable inventory, in an amount equal to the difference between the cost of inventory and the estimated market value, based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Inventory impairment charges establish a new cost basis for inventory and charges are not reversed subsequently to income, even if circumstances later suggest that increased carrying amounts are recoverable. For the year ended December 31, 2015, the Company recorded an increase in the inventory reserve of $230,050, to adjust for estimated shrinkage and excess inventory. For the year ended December 31, 2014 the Company wrote off inventory previously reserved of $536,119, partially offset by the recording of an increase of $54,269 for estimated obsolescence, resulting in a decrease in the inventory reserve of $481,850. For the years ended December 31, 2015 and 2014, $230,754 and $54,269 have been included in cost of revenue, respectively. In the first quarter of 2015, the Company determined that the average period of time customers use to evaluate the Company’s equipment generally ranges from 90 to 180 days, and in certain circumstances the evaluation period may need to be extended beyond that period. HTG Edge or HTG EdgeSeq instruments at customer locations under evaluation agreements are included in finished goods inventory. Equipment that is under evaluation for purchase remains in inventory as the Company maintains title to the equipment throughout the evaluation period. If the customer has not completed the purchase of the instrument by the end of the initial evaluation period, the Company will determine whether to extend the evaluation period or have the equipment returned to the Company. However, in no case will the evaluation period exceed one year. If the customer has not purchased the equipment or entered into a reagent rental agreement with the Company after a one-year evaluation period, the cost of the equipment is written off to cost of revenue if the customer is allowed to continue use of the equipment. Prior to January 1, 2015, the Company recorded equipment under evaluation more than 90 days in property and equipment. The Company accordingly has reclassified from property and equipment to inventory field equipment with a net book value of $210,606 at December 31, 2014 under evaluation at that time for longer than 90 days and less than one year. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at historical cost and depreciated over their useful lives, which range from three to five years, using the straight-line method. Leasehold improvements are amortized using the straight-line method over the lesser of the remaining lease term or the estimated useful life. Field equipment is amortized using the straight-line method over the lesser of the period of the related reagent rental agreement or the estimated useful life. Depreciation and leasehold improvement amortization expense was $662,562 for the year ended December 31, 2015, and $481,012 for the year ended December 31, 2014. Costs incurred in the development and installation of software for internal use are expensed or capitalized, depending on whether they are incurred in the preliminary project stage (expensed), application development stage (capitalized), or post-implementation stage (expensed). Amounts capitalized following project completion are amortized on a straight-line basis over the useful life of the developed asset, which is generally three years. There was no amortization expense for capitalized software costs for the year ended December 31, 2015. Amortization expense for capitalized software costs was $15,583 for the year ended December 31, 2014. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flow, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. Although the Company has accumulated losses since inception, the Company believes the future cash flows will be sufficient to exceed the carrying value of the Company’s long-lived assets. There were no impairments of long-lived assets during the years ended December 31, 2015 or 2014. |
Stock Issuance Cost | Stock Issuance Costs Certain costs incurred in connection with the issuance of the Company’s redeemable convertible preferred stock (the “Convertible Preferred Stock”) were being deferred and accreted. Stock issuance costs have historically been accreted to distributions in excess of capital using the effective interest method. Accretion was $35,046 for the year ended December 31, 2015, and $102,677 for the year ended December 31, 2014. Upon automatic conversion of the Convertible Preferred Stock to common stock in connection with the closing of the Company’s IPO in May 2015, issuance costs were no longer accreted. |
Deferred Financing Costs and Debt Discounts | Deferred Financing Costs and Debt Discounts Certain costs incurred in connection with the Growth Term Loan have been deferred and are being amortized. Debt issuance costs and debt discount are amortized over the term of the Growth Term Loan using the effective interest method. In addition, prior to the IPO, costs incurred in connection with the issuance of notes under the Company’s two note and warrant purchase agreements dated December 30, 2014 (the “Note Agreements”) in February and March 2015 were capitalized and amortized over the term of the Note Agreements using the straight-line accretion method, which approximated the effective interest method in this instance. The Company has recorded approximately $52,377 and $75,131 of deferred financing costs in the accompanying balance sheets as of December 31, 2015 and 2014, respectively. Deferred financing cost amortization expense for the years ended December 31, 2015 and 2014 was $44,666 and $13,841, respectively. Amortization of growth term loan discount was $170,954 and $84,676 for the years ended December 31, 2015 and 2014. Amortization of the Note Agreement discount was $90,222 and $0 for the years ended December 31, 2015 and 2014. Growth term loan discount and amortization of the Note Agreement discount are included in interest expense in the accompanying statements of operations. The Company compared the value of the common stock issued to settle the debt with the carrying amount of the debt at the IPO closing date of May 2015, net of unamortized discount. The Company recorded a loss on settlement of convertible debt of $705,217, comprising $651,606 to write off unamortized discount and $53,611 to write off unamortized deferred financing costs relating to the convertible notes which were settled with common stock at the IPO, in the accompanying statements of operations for the year ended December 31, 2015. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs represent legal, accounting and other direct costs related to the IPO, which was completed in May 2015. In accounting for the IPO in May 2015, direct offering costs of approximately $2.3 million were reclassified to additional paid-in capital and are shown, along with underwriters’ fees paid, net against IPO proceeds received. The Company recorded $0 and $1.3 million of deferred offering costs as a non-current asset in the accompanying balance sheets as of December 31, 2015 and 2014, respectively. |
Deferred Revenue | Deferred Revenue Deferred revenue represents cash receipts for products or services to be provided in future periods. When products are delivered or services are rendered, deferred revenue is then recognized as earned. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the sale of instruments, consumables and related services when the following four basic criteria are met: (1) a contract has been entered into with a customer or persuasive evidence of an arrangement exists, (2) delivery has occurred or services rendered, (3) the fee is fixed and determinable, and (4) collectability is reasonably assured. Sale of instruments and consumables The Company had product revenue consisting of revenue from the sale of instruments and consumables for the years ended December 31, 2015 and 2014 as follows: Years Ended December 31, 2015 2014 Instruments $ 789,231 $ 793,505 Consumables 2,742,797 994,700 Total product sales $ 3,532,028 $ 1,788,205 Instrument product revenue is generally recognized upon installation and calibration of the instrument by field service engineers, unless the customer has specified any other acceptance criteria. The sale of instruments and related installation and calibration are considered to be one unit of accounting, as instruments are required to be professionally installed and calibrated before use. Installation generally occurs within a month of shipment. Consumables are considered to be separate units of accounting as they are sold separately. Consumables revenue is recognized upon transfer of ownership, which is generally upon shipment. The Company’s standard terms and conditions provide that no right of return exists for instruments or consumables, unless replacement is necessary due to delivery of defective or damaged products. Shipping and handling fees charged to the Company’s customers for instruments and consumables shipped are included in the statements of operations as part of product revenue. Shipping and handling costs for sold products shipped to the Company’s customers are included on the statements of operations as part of cost of revenue. When a contract involves multiple elements, the items included in the arrangement, referred to as deliverables, are evaluated to determine whether they represent separate units of accounting. The Company performs this evaluation at the inception of an arrangement and as each item is delivered in the arrangement. Generally, the Company accounts for a deliverable (or a group of deliverables) separately if the delivered item has stand-alone value to the customer and delivery or performance of the undelivered item or service is probable and substantially in the Company’s control. When multiple elements can be separated into separate units of accounting, arrangement consideration is allocated at the inception of the arrangement, based on each deliverables’ relative selling price. All revenue from contracts determined not to have separate units of accounting is recognized based on consideration of the most substantive delivery factor of all the elements in the contract. The Company provides instruments to certain customers under reagent rental agreements. Under these agreements, the Company installs instruments in the customer’s facility without a fee and the customer agrees to purchase consumable products at a stated price over the term of the agreement; in some instances the agreements do not contain a minimum purchase requirement. Terms range from several months to multiple years and may automatically renew in several month or multiple year increments unless either party notifies the other in advance that the agreement will not renew. This represents a multiple element arrangement and because all consideration under the reagent rental agreement is contingent on the sale of consumables, no consideration has been allocated to the instrument and no revenue has been recognized upon installation of the instrument. The Company expects to recover the cost of the instrument under the agreement through the fees charged for consumables, to the extent sold, over the term of the agreement. Revenue is recognized as consumables are shipped. In reagent rental agreements, the Company retains title to the instrument and title is transferred to the customer at no additional charge at the conclusion of the initial arrangement. Because the pattern of revenue from the arrangement cannot be reasonably estimated, the cost of the instrument is amortized on a straight-line basis over the term of the arrangement, unless there is no minimum consumable product purchase in which case the instrument would be expensed as cost of revenue. Cost to maintain the instrument while title remains with the Company is charged to cost of revenue as incurred. The Company offers customers the opportunity to purchase separately-priced extended warranty contracts to provide for service upon conclusion of the standard one-year warranty period. The revenue from these contracts is recorded as a component of deferred revenue in the accompanying balance sheets at the inception of the contract and is recognized as revenue over the contract service period. Service Revenue For contracts related to custom panel design services and sample processing, the Company utilizes a proportional performance revenue recognition model, under which revenue is recognized as performance occurs based on the relative outputs of the performance that have occurred up to that point in time under the respective agreement. The Company includes all applicable costs incurred related to custom panel design services, including research and development costs and general and administrative expenses, in cost of revenue. Anticipated losses, if any, on contracts are charged to earnings as soon as they are identified. Anticipated losses cover all costs allocable to contracts. Revenue arising from claims or change orders is recorded either as income or as an offset against a potential loss only when the amount of the claim can be estimated and its realization is probable. Other Revenue Other revenue includes license and grant revenue. Grant revenue is earned when expenditures relating to the projects under these awards are incurred. |
Product Warranty | Product Warranty The Company generally provides a one-year warranty on its HTG Edge and HTG EdgeSeq systems covering the performance of system hardware and software in conformance with customer specifications under normal use and protecting against defects in materials and workmanship. The Company may, at its option, replace, repair or exchange products covered under valid warranty claims. A provision for estimated warranty costs is recognized at the time of sale, through cost of revenue, based upon recent historical experience and other relevant information as it becomes available. The Company continuously assesses the adequacy of its product warranty accrual by reviewing actual claims and makes adjustments to the provision as needed. Due to a lack of historical data and a low rate of warranty claims, the Company had not recorded any liability for product warranty prior to the current period. Note 14 “Commitments and Contingencies” contains additional information relating to the Company’s product warranties. |
Research and Development Expenses | Research and Development Expenses Research and development expenses represent both costs incurred internally for research and development activities and costs incurred externally to fund research activities. All research and development costs are expensed as incurred. During the year ended December 31, 2015, the Company entered into a Development and Professional Services agreement with Invetech PTY Ltd. (Note 9) for the development of its low volume throughput HTG EdgeSeq platform, for which $325,000 of research and development expense was recorded for the year ended December 31, 2015. |
Advertising | Advertising All costs associated with advertising and promotions are expensed as incurred. The amount of advertising and promotion expense was $11,761 and $18,581 for the years ended December 31, 2015 and 2014, respectively, and is included as a component of selling, general and administrative expenses on the accompanying statement of operations. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes expense for share-based payments to employees, including grants of stock options and restricted stock units, based on the fair value of awards on the date of grant. The fair value of each employee stock option granted pursuant to the Company’s equity incentive plans is estimated on the date of grant using the Black-Scholes option pricing model. The determination of the fair value of share-based payment awards utilizing the Black-Scholes option pricing model is affected by the fair value of the Company’s stock price and a number of assumptions, including volatility, expected term, risk-free interest rate, and dividend yield. Generally these assumptions are based on historical information and judgment is required to determine if historical trends may be indicators of future outcomes. The Company recognizes compensation cost for share-based payment awards with service conditions that have a graded vesting schedule on a straight-line basis over the requisite service period. However, the amount of compensation cost recognized at any time generally equals the portion of grant-date fair value of the award that is vested at that date, net of estimated forfeitures. Forfeitures are revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates and an adjustment to stock-based compensation expense will be recognized at that time. Changes to assumptions used in Black-Scholes option valuation calculation and the forfeiture rate could significantly impact the compensation expense recognized by the Company. The Company considered its historical experience of pre-vesting option forfeitures as the basis to arrive at its estimated pre-vesting option forfeiture rates of 17% and 2.8% per year for the years ended December 31, 2015 and 2014, respectively. The Company reports cash flows resulting from tax deductions in excess of the compensation cost recognized from those options (excess tax benefits) as financing cash flows, if they should arise. The Company uses fair value to account for restricted stock units (RSUs). The RSUs are valued based on the quoted market price of common stock on the date of grant and amortized ratably over the life of the award. For share-based payments to nonemployee consultants, the fair value of the share-based consideration issued is used to measure the transaction, as the Company believes this to be a more reliable measure of fair value than the services received. The fair value of the award is measured at the fair value of the Company’s stock options on the date that the commitment for performance by the nonemployee consultant has been reached or performance is complete. Stock-based compensation costs are recognized as expense over the requisite service period, which is generally the vesting period for awards, on a straight-line basis. Black-Scholes assumptions used to calculate the fair value of options granted during the years ended December 31, 2015 and 2014 were as follows: 2015 2014 Fair value of common stock $ 4.88 - 14.64 $ 2.15 - 12.89 Risk-free interest rate 1.36% - 2.22% 1.65% - 2.03% Expected volatility 60.5% - 75.0% 70% Expected term 5.0 to 10 years 5.4 to 6.1 years Expected dividend yield —% —% Black-Scholes option pricing model was developed for use in estimating the fair value of short-traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of assumptions. The volatility assumption for 2015 is based on the volatility of the Company’s stock in recent periods as well as that of publicly traded industry competitors. The volatility assumption for 2014 is based on the volatility of publicly traded industry competitors and adjusted for future expectations. The expected term of options is based on the utilization of the simplified method, which utilizes the contract term and vesting period to derive the expected term. The Company has elected to use the simplified method because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to its equity shares being publicly traded for less than one year. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected terms of the stock option grant. The Company does not anticipate paying a dividend, and, therefore, no expected dividend yield was used. Stock-based compensation cost amounted to the following: Year Ended December 31, 2015 2014 Selling, general and administrative $ 367,000 $ 163,540 Research and development 38,426 21,426 $ 405,426 $ 184,966 The weighted-average fair value of stock options granted was $3.61 and $2.51 for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, total unrecognized compensation cost related to stock-based compensation awards was approximately $788,875, which is expected to be recognized over approximately 2.9 years. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Under the asset and liability method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established against net deferred tax assets for the uncertainty it presents of the Company’s ability to use the net deferred tax assets, in this case the net operating tax loss carryforwards and research and development tax credits in the future. In assessing the realizability of net deferred tax assets, the Company assesses the likelihood that net deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. The Company records the valuation allowance in the period the Company determines it is “more likely than not” that net deferred tax assets will not be realized. For the years ended December 31, 2015 and 2014, the Company has provided a full valuation allowance for all net deferred tax assets due to their current realization being considered remote in the near term. The Company accounts for uncertain tax position taken or expected to be taken in a tax return using the more-likely-than-not threshold for financial statement recognition and measurement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No material uncertain tax positions have been identified or recorded in the financial statements as of December 31, 2015 and 2014. In November 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-17, Income Taxes Balance Sheet Classification of Deferred Taxes |
Comprehensive Loss | Comprehensive loss Comprehensive loss includes certain changes in equity that are excluded from net loss. Specifically, unrealized gains and losses on short and long-term available-for-sale investments are included in comprehensive loss. |
Concentration Risks | Concentration Risks Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and uncollateralized accounts receivable. The Company maintains the majority of its cash balances in the form of cash deposits in bank checking and money market accounts in amounts in excess of federally insured limits. Management believes, based upon the quality of the financial institution, that the credit risk with regard to these deposits is not significant. The Company sells its instruments, consumables, sample processing services, custom panel design services and contract research services primarily to biopharmaceutical companies, academic institutions and molecular labs. The Company routinely assesses the financial strength of its customers and credit losses have been minimal to date. The top two customers accounted for 38% and 7% of the Company’s revenue for the year ended December 31, 2015, compared with 12% and 7% for the year ended December 31, 2014. The Company derived 8% and 31% of its total revenue from grants and contracts, primarily from one organization during the years ended December 31, 2015 and 2014. The largest two customers accounted for approximately 32% and 25% of the Company’s net accounts receivable as of December 31, 2015. One customer accounted for approximately 31% of the Company’s net accounts receivable at December 31, 2014. The Company currently relies on a single supplier to supply several of the subcomponents used in the HTG Edge and HTG EdgeSeq processors. A loss of this supplier could significantly delay the delivery of HTG Edge and HTG EdgeSeq systems, which in turn would materially affect the Company’s ability to generate revenue. |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers The revised revenue standard is effective for public entities for annual periods beginning after December 15, 2017, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its financial statements and has not yet determined the method by which it will adopt the standard. In August 2014, the FASB issued ASU No. 2014-15, Going Concern In April 2015, the FASB issued ASU No. 2015-03, Interest – Imputation of Interest: Simplifying the presentation of Debt Issuance Costs In April 2015, the FASB issued ASU No. 2015-05, Intangibles – Goodwill and other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement In July 2015, the FASB issued ASU 2015-11, Inventory: Simplifying the Measurement of Inventory In February 2016, the FASB issued ASU No 2016-02, Leases |
Reverse Stock Split | Reverse Stock Split On April 27, 2015, the Company effected a one-for-107.39 reverse stock split of its outstanding common stock. All applicable common share and per common share information has been retroactively adjusted to reflect the effect of this reverse stock split. The reverse stock split did not change the number of shares of convertible preferred stock outstanding, but did affect the conversion ratios associated with the convertible preferred stock. |
Initial Public Offering | Initial On May 11, 2015, the Company successfully completed its initial public offering (“IPO”), in which the Company sold 3,570,000 shares of common stock at $14.00 per share for total gross proceeds of approximately $50 million. An additional 90,076 shares of common stock were subsequently sold pursuant to the partial exercise by the underwriters of their over-allotment option resulting in additional gross proceeds of approximately $1.3 million. After underwriters’ fees and commissions and other expenses of the offering, the Company’s aggregate net proceeds were approximately $45.4 million. All outstanding shares of the Company’s redeemable convertible preferred stock converted into shares of common stock in connection with the IPO. Following the IPO, there were no shares of preferred stock outstanding. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Product Revenue from Sale of Instruments and Consumables | The Company had product revenue consisting of revenue from the sale of instruments and consumables for the years ended December 31, 2015 and 2014 as follows: Years Ended December 31, 2015 2014 Instruments $ 789,231 $ 793,505 Consumables 2,742,797 994,700 Total product sales $ 3,532,028 $ 1,788,205 |
Schedule of Black-Scholes Assumptions Used to Calculate the Fair Value of Options Granted | Black-Scholes assumptions used to calculate the fair value of options granted during the years ended December 31, 2015 and 2014 were as follows: 2015 2014 Fair value of common stock $ 4.88 - 14.64 $ 2.15 - 12.89 Risk-free interest rate 1.36% - 2.22% 1.65% - 2.03% Expected volatility 60.5% - 75.0% 70% Expected term 5.0 to 10 years 5.4 to 6.1 years Expected dividend yield —% —% |
Schedule of Stock-Based Compensation Cost | Stock-based compensation cost amounted to the following: Year Ended December 31, 2015 2014 Selling, general and administrative $ 367,000 $ 163,540 Research and development 38,426 21,426 $ 405,426 $ 184,966 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory, net of allowance, consisted of the following as of the date indicated: December 31, 2015 2014 Raw materials $ 1,198,605 $ 1,029,927 Work in process — — Finished goods 1,002,696 655,887 $ 2,201,301 $ 1,685,814 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table classifies the Company’s financial assets and liabilities measured at fair value on a recurring basis at December 31, 2015 and 2014, respectively into the fair value hierarchy: Balance at December 31, 2015 Level 1 Level 2 Level 3 Total Asset included in: Cash and cash equivalents Money market securities $ 3,290,490 $ — $ — $ 3,290,490 Available-for-sale investments at fair value U.S. government obligations $ 3,298,014 $ — $ — $ 3,298,014 U.S. government agency obligations $ — $ 14,589,378 $ — $ 14,589,378 Corporate debt securities $ — $ 12,918,016 $ — $ 12,918,016 Balance at December 31, 2014 Level 1 Level 2 Level 3 Total Asset included in: Cash and cash equivalents Money market securities $ 3,608,890 $ — $ — $ 3,608,890 Liabilities included in: Warrant liabilities Growth Term Loan warrants $ — $ — $ 301,508 $ 301,508 Convertible Preferred Stock warrants $ — $ — $ 429,035 $ 429,035 |
Summary of Fair Value Assessment of Warrant Liability Inputs using Black Sholes Option Pricing Model | The December 31, 2014 fair value assessments used the Black-Sholes option pricing model using the following assumptions: December 31, 2014 Fair value of Series B/C/D Stock and Series E Stock shares on grant date or measurement date $0.14 - $0.22 Exercise price $0.01-$0.346 Expected risk-free interest rate 1.20% Expected volatility 70% Expected term 4.1 years Expected dividend yield 0 - 8% |
Reconciliation of Beginning and Ending Liabilities Measured at Fair Value on Recurring Basis | A reconciliation of the beginning and ending liabilities measured at fair value and classified as Level 3 for the years ended December 31, 2015 and 2014 are as follows: December 31, 2015 2014 Beginning balance $ 730,543 $ 44,120 Issuance of Series E Convertible Preferred Stock Warrants — 2,190,708 Exercise of Series E Convertible Preferred Stock Warrants (4,116 ) (1,889,201 ) Exercise of Series D Convertible Preferred Stock Warrants (91,798 ) (4,020 ) Reclassification of Series C-2 Convertible Preferred Stock Warrants to Common Stock Warrants (555 ) — Reclassification of Growth Term Loan Warrants to Common Stock Warrants (229,550 ) — Issuance of Convertible Note Warrants 741,828 — Reclassification of Convertible Note Warrants to Common Stock Warrants (1,386,035 ) — Change in Convertible Preferred Stock warrant valuation 239,683 388,936 Ending balance $ — $ 730,543 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, net consists of the following: December 31, 2015 2014 Office equipment $ 257,296 $ 414,424 Leasehold improvements 224,061 234,602 Laboratory and manufacturing equipment 2,442,191 2,003,693 Field equipment 180,355 286,044 Software 140,248 140,248 Construction in progress 175,501 6,125 3,419,652 3,085,136 Less: accumulated depreciation and amortization (1,487,439 ) (1,938,537 ) $ 1,932,213 $ 1,146,599 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Liabilities Current [Abstract] | |
Summary of Accrued Liabilities | Accrued liabilities consist of the following: December 31, 2015 2014 Employee compensation and benefits $ 1,240,314 $ 881,821 Employee compensation for future absences 154,107 136,040 Interest 77,917 77,917 Professional fees 140,385 70,000 Offering costs — 178,000 Other accrued liabilities 331,788 155,972 $ 1,944,511 $ 1,499,750 |
Available for Sale Securities (
Available for Sale Securities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Summary of Available-for-sale Securities | The following is a summary of the Company’s available-for-sale securities at December 31, 2015: Gross Gross Fair Value Amortized Unrealized Unrealized (Net Carrying Cost Gains Losses Amount) US Treasury securities and obligations of US government agencies $ 17,914,136 $ — $ (26,744 ) $ 17,887,392 Corporate debt securities 12,932,629 397 (15,010 ) 12,918,016 Total available-for-sale securities $ 30,846,765 $ 397 $ (41,754 ) $ 30,805,408 |
Summary of Contractual Maturities of Debt Investment Securities | Contractual maturities of debt investment securities at December 31, 2015, are shown below. Under 1 Year 1 to 2 Years Total US Treasury securities and obligations of US government agencies $ 16,592,324 $ 1,295,068 $ 17,887,392 Corporate debt securities 11,609,183 1,308,833 12,918,016 Total available-for-sale securities $ 28,201,507 $ 2,603,901 $ 30,805,408 |
Summary of Debt Securities with Unrealized Losses | The following table shows the gross unrealized losses and fair values of the Company’s investments that have unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2015: Under 1 Year 1 to 2 Years Total Gross Gross Gross Fair Unrealized Fair Unrealized Fair Unrealized Value Losses Value Losses Value Losses US Treasury securities and obligations of US government agencies $ 17,887,392 $ (26,744 ) $ — $ — $ 17,887,392 $ (26,744 ) Corporate debt securities 5,822,919 (15,010 ) — — 5,822,919 (15,010 ) Total available-for-sale securities with unrealized losses $ 23,710,311 $ (41,754 ) $ — $ — $ 23,710,311 $ (41,754 ) |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Principal Repayments Due Under Term Loan | The principal repayments due under the term loan as of December 31, 2015 before consideration of the additional $5.0 million Growth Term Loan B funds expected to be drawn in March 2016, are as follows: 2016 $ 3,059,068 2017 4,393,103 2018 3,547,829 Total Growth Term Loan payments 11,000,000 Less discount (365,877 ) Plus final fee premium 214,908 Total Growth Term Loan, net $ 10,849,031 |
Other Agreements (Tables)
Other Agreements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Remaining Payments Due | The remaining payments due to NuvoGen at December 31, 2015, are as follows: 2016 $ 543,750 2017 800,000 2018 400,000 2019 400,000 2020 400,000 2021 and beyond 6,698,743 Total NuvoGen obligation payments 9,242,493 Less discount (283,621 ) Total NuvoGen obligation, net $ 8,958,872 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator Used in Computing Basic and Diluted Net Loss per Share | The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net loss per share for the periods presented: December 31, 2015 2014 Numerator: Net loss $ (21,397,791 ) $ (13,958,408 ) Accretion of stock issuance costs (35,046 ) (102,677 ) Accretion of Series E warrant discount (127,616 ) (313,152 ) Accretion of Series D and E Redeemable Convertible Preferred Stock dividends (1,165,932 ) (3,244,572 ) Net loss attributable to common stockholders $ (22,726,385 ) $ (17,618,809 ) Denominator: Weighted-average common shares outstanding-basic and diluted 4,518,499 100,659 Net loss per share attributable to common stockholders, basic and diluted $ (5.03 ) $ (175.03 ) |
Outstanding Options, Warrants and Convertible Preferred Stock Excluded from Computation of Diluted Net Loss per Share | The following outstanding options, warrants and Convertible Preferred Stock were excluded from the computation of diluted net loss per share for the periods presented because their effect would have been anti-dilutive: Years Ended December 31, 2015 2014 Options to purchase common stock 736,645 595,577 Restricted stock units 27,500 — Convertible Preferred Stock (as converted) — 2,126,982 Convertible Preferred Stock warrants (as converted) — 50,681 Common stock warrant 169,099 931 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Proceeds From Issuance Of Preferred Stock Preference Stock And Warrants [Abstract] | |
Summary of Outstanding Warrants | Security Number of Preferred and Common Warrants at December 31, 2014 Number of Common Warrants at December Exercise Price/Share Expiration Date Series C-1 redeemable convertible preferred stock warrants 1,290,350 — $ 37.16 2016-2017 Series C-2 redeemable convertible preferred stock warrants 157,912 — 24.23 2015 Series D redeemable convertible preferred stock warrants 769,059 — 1.07 2020 Series E redeemable convertible preferred stock warrants 2,512,562 23,396 23.51 2024 Convertible note warrants — 144,772 14.00 2022 Common stock warrants 931 931 6.45 2019 |
Redeemable Convertible Prefer37
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Summary of Preferred Stock | Preferred Shares Carrying 5/11/15 Preferred Shares Before IPO Common Shares After IPO Series A Stock $ 1,403,007 1,292,084 38,973 Series B Stock 2,100,149 6,789,712 75,835 Series C-1 Stock 4,569,063 13,242,612 191,406 Series C-2 Stock 2,225,619 9,948,331 93,757 Series D Stock 30,370,273 140,252,678 1,305,984 Series E Stock 7,879,873 45,989,722 428,237 Carrying value, excluding dividends $ 48,547,984 217,515,139 2,134,192 Series D Stock and Series E Stock cumulative dividends 8,808,065 — 374,632 Total $ 57,356,049 217,515,139 2,508,824 |
Stockholders Equity (Deficit) (
Stockholders Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Summary of Stock Option Plans Activity | A summary of the Plans’ stock option activity is as follows: Number of Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Life (Years) Aggregate Intrinsic Balance at January 1, 2014 349,046 $ 3.14 7.5 Granted 314,685 4.01 Exercised (9,909 ) 2.17 $ — Forfeited (54,739 ) 2.15 Expired (3,506 ) 2.98 Balance at December 31, 2014 595,577 3.71 7.8 $ — Granted 171,408 6.11 Exercised (13,960 ) 2.50 $ 86,070 Forfeited (16,380 ) 8.57 Balance at December 31, 2015 736,645 4.18 7.5 $ 947,794 Vested and expected to vest at December 31, 2015 687,488 4.01 7.3 $ 723,894 Exercisable at December 31, 2014 294,851 3.42 6.5 $ — Exercisable at December 31, 2015 410,649 3.55 6.3 $ 641,115 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Minimum Lease Payments Before Common Area Maintenance Charges | As a result of the amendments, the Company’s annual minimum lease payments before common area maintenance charges, which will commence in 2016 and continue through 2021 are as follows: 2016 $ 494,354 2017 510,125 2018 512,533 2019 514,977 2020 517,457 2021 and beyond 43,139 $ 2,592,585 |
Summary of Product Warranty Liability | The following is a summary of the Company’s general product warranty liability for the year ended December 31, 2015: Warranty reserve, January 1, 2015 $ — Cost of warranty claims (545 ) Warranty accrual 20,758 Warranty reserve, December 31, 2015 $ 20,213 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Expense | The components of income tax expense are as follows: Years Ended December 31, 2015 2014 Current: Federal $ — $ — State 10,189 — Total current income tax expense $ 10,189 $ — Deferred: Federal $ — $ — State — — Total deferred income tax expense $ — $ — Total income tax expense $ 10,189 $ — |
Schedule of Difference in Actual Income Tax Expense Computed by Applying the Statutory Federal Income Tax Rate to Loss Before Income Taxes | The Company’s actual income tax expense for the years 2015 and 2014 differ from the expected amount computed by applying the statutory federal income tax rate of 34% to loss before income taxes as follows: Years Ended December 31, 2015 2014 Computed tax (benefit) at 34% $ (7,271,785 ) $ (4,745,859 ) State taxes, net of federal benefit (918,079 ) (233,632 ) Stock-based compensation 102,699 59,119 Expiring state net operating loss ("NOL") carryforwards (20,086 ) 131,342 Return to provision (27,934 ) (4,269 ) Other 44,679 37,969 Research and development tax credit - state (300,213 ) (20,720 ) Research and development tax credit - federal (342,681 ) (11,224 ) Change in valuation reserve 8,743,589 4,787,274 $ 10,189 $ — |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities comprise the following: Years Ended December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 28,795,562 $ 20,977,060 Research and development credits 1,435,314 796,328 Deferred revenue 17,396 15,166 Inventory reserve 104,182 19,953 Fixed assets and intangibles 50,128 53,822 Change in fair value of warrant liability 111,993 3,541 Accrued NuvoGen liability 3,282,756 3,190,603 Capitalized research and development 27,583 55,354 Other 115,792 85,290 33,940,706 25,197,117 Valuation allowance (33,940,706 ) (25,197,117 ) Deferred tax asset, net $ — $ — |
Summary of Federal Net Operating Loss Carryforwards | The Company’s federal NOL carryforwards have the following expiration dates: Year of Expiration Carryforwards Federal NOL carryforwards 2021 $ 211,806 2023 1,635,651 2024 1,217,290 2025 1,409,498 2026 1,175,594 2027 1,676,458 2028 3,037,785 2029 3,753,314 2030 623,235 2031 5,435,312 2032 10,913,787 2033 12,095,966 2034 14,190,409 2035 21,120,642 $ 78,496,747 |
Description of Business - Addit
Description of Business - Additional Information (Details) | May. 11, 2015USD ($)$ / sharesshares | Apr. 27, 2015 | Dec. 31, 2015USD ($)Segmentshares | Dec. 31, 2014shares |
Significant Accounting Policies [Line Items] | ||||
Number of operating segments | Segment | 1 | |||
Reverse stock split of outstanding common stock | 0.0093 | |||
Common stock, at the initial public offering price per shares | $ / shares | $ 14 | |||
Gross proceeds from initial public offering | $ | $ 47,654,190 | |||
Preferred stock, shares outstanding | shares | 0 | 0 | ||
IPO | ||||
Significant Accounting Policies [Line Items] | ||||
Issuance of common stock from initial public offering, shares | shares | 3,570,000 | |||
Common stock, at the initial public offering price per shares | $ / shares | $ 14 | |||
Gross proceeds from initial public offering | $ | $ 50,000,000 | |||
Net proceeds from initial public offering after underwriters' fees, commissions and offering costs | $ | $ 45,400,000 | |||
Preferred stock, shares outstanding | shares | 0 | |||
Over-Allotment Option | ||||
Significant Accounting Policies [Line Items] | ||||
Issuance of common stock from initial public offering, shares | shares | 90,076 | |||
Proceeds from issuance of common stock | $ | $ 1,300,000 | |||
Sales Revenue, Net | Customer Concentration Risk | Customers Located Outside Of United States | ||||
Significant Accounting Policies [Line Items] | ||||
Sales revenue percentage | 13.00% | 14.00% |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |
May. 31, 2015USD ($) | Dec. 31, 2015USD ($)Customer$ / shares | Dec. 31, 2014USD ($)Customer$ / shares | |
Significant Accounting Policies [Line Items] | |||
Allowance for Doubtful Accounts Receivable | $ 0 | $ 85,068 | |
Bad debt expense, net of recoveries | $ 44,854 | 115,068 | |
Maturity period of investments | less than one year | ||
Change in inventory valuation reserves | $ 230,050 | (481,850) | |
Inventory reserves included in cost of revenue | 230,754 | 54,269 | |
Reclassified equipment with a net book value | 210,606 | ||
Depreciation and leasehold improvement amortization expense | 662,562 | 481,012 | |
Amortization expense for capitalized software costs | 0 | 15,583 | |
Impairment of Long-lived assets | 0 | ||
Accretion of preferred stock issuance costs | 35,046 | 102,677 | |
Deferred financing costs | 52,377 | 75,131 | |
Deferred financing cost amortization expense | 44,666 | 13,841 | |
Debt instrument, amortization expense | 281,013 | 187,017 | |
Loss on settlement of convertible notes | 705,217 | ||
Write off of deferred financing costs | 53,611 | ||
Write off unamortized debt discount | 651,606 | ||
Deferred offering costs, noncurrent | 0 | 1,300,000 | |
Research and development | 4,601,718 | 3,075,204 | |
Advertising and promotion expense incurred | $ 11,761 | $ 18,581 | |
Estimated percentage of pre vesting option forfeiture rates | 17.00% | 2.80% | |
Fair Value of Common Stock on Date of Grant | $ / shares | $ 3.61 | $ 2.51 | |
Uncertain tax position | $ 0 | $ 0 | |
Sales Revenue, Net | Customer Concentration Risk | |||
Significant Accounting Policies [Line Items] | |||
Number of customers | Customer | 2 | ||
Sales Revenue, Net | Customer Concentration Risk | Customer One | |||
Significant Accounting Policies [Line Items] | |||
Sales revenue percentage | 38.00% | 12.00% | |
Sales Revenue, Net | Customer Concentration Risk | Customer Two | |||
Significant Accounting Policies [Line Items] | |||
Sales revenue percentage | 7.00% | 7.00% | |
Revenue from grants and contracts | Customer Concentration Risk | |||
Significant Accounting Policies [Line Items] | |||
Sales revenue percentage | 8.00% | ||
Revenue from grants and contracts | Customer Concentration Risk | |||
Significant Accounting Policies [Line Items] | |||
Sales revenue percentage | 31.00% | ||
Accounts Receivable | Customer Concentration Risk | |||
Significant Accounting Policies [Line Items] | |||
Number of customers | Customer | 2 | 1 | |
Accounts Receivable | Customer Concentration Risk | Customer One | |||
Significant Accounting Policies [Line Items] | |||
Sales revenue percentage | 32.00% | 31.00% | |
Accounts Receivable | Customer Concentration Risk | Customer Two | |||
Significant Accounting Policies [Line Items] | |||
Sales revenue percentage | 25.00% | ||
Employee Stock Option | |||
Significant Accounting Policies [Line Items] | |||
Total unrecognized compensation cost related to stock-based compensation awards | $ 788,875 | ||
Compensation expense period expected to be recognized | 2 years 10 months 24 days | ||
Invetech PTY Ltd. Agreement | |||
Significant Accounting Policies [Line Items] | |||
Research and development | $ 325,000 | ||
IPO | |||
Significant Accounting Policies [Line Items] | |||
Issuance cost | $ 2,300,000 | ||
Growth Term Loan A | |||
Significant Accounting Policies [Line Items] | |||
Debt instrument, amortization expense | 170,954 | $ 84,676 | |
Convertible Notes | |||
Significant Accounting Policies [Line Items] | |||
Debt instrument, amortization expense | $ 90,222 | 0 | |
Software and Software Development Costs | |||
Significant Accounting Policies [Line Items] | |||
Long-term asset, estimated life | 3 years | ||
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Long-term asset, estimated life | 3 years | ||
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Long-term asset, estimated life | 5 years | ||
Wrote Off Inventory | |||
Significant Accounting Policies [Line Items] | |||
Change in inventory valuation reserves | (536,119) | ||
Estimated Obsolescence | |||
Significant Accounting Policies [Line Items] | |||
Change in inventory valuation reserves | $ 54,269 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Product Revenue from Sale of Instruments and Consumables (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total product sales | $ 3,532,028 | $ 1,788,205 |
Instruments | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total product sales | 789,231 | 793,505 |
Consumables | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total product sales | $ 2,742,797 | $ 994,700 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Black-Scholes Assumptions for Fair Value of Option Granted (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of common stock | $ 0.13 | ||
Risk-free interest rate, minimum | 1.36% | 1.65% | |
Risk-free interest rate, maximum | 2.22% | 2.03% | |
Expected volatility, minimum | 60.50% | ||
Expected volatility, maximum | 75.00% | ||
Expected volatility | 70.00% | ||
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 5 years | 5 years 4 months 24 days | |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 10 years | 6 years 1 month 6 days | |
Common Stock | Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of common stock | $ 4.88 | $ 2.15 | |
Common Stock | Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of common stock | $ 14.64 | $ 12.89 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Stock-Based Compensation Cost (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation cost | $ 405,426 | $ 184,966 |
Selling, General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation cost | 367,000 | 163,540 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation cost | $ 38,426 | $ 21,426 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,198,605 | $ 1,029,927 |
Finished goods | 1,002,696 | 655,887 |
Inventory, net | $ 2,201,301 | $ 1,685,814 |
Fair Value - Financial Assets a
Fair Value - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Warrant Liabilities | Warrant | ||
Liabilities included in: | ||
Financial Liabilities | $ 301,508 | |
Warrant Liabilities | Convertible Preferred Stock Warrants | ||
Liabilities included in: | ||
Financial Liabilities | 429,035 | |
Cash and Cash Equivalents | Money Market Securities | ||
Asset included in: | ||
Financial Assets | $ 3,290,490 | 3,608,890 |
Available-for-sale Investments at Fair Value | US Government Obligations | ||
Asset included in: | ||
Financial Assets | 3,298,014 | |
Available-for-sale Investments at Fair Value | US Government Agency Obligations | ||
Asset included in: | ||
Financial Assets | 14,589,378 | |
Available-for-sale Investments at Fair Value | Corporate Debt Securities | ||
Asset included in: | ||
Financial Assets | 12,918,016 | |
Level 1 | Cash and Cash Equivalents | Money Market Securities | ||
Asset included in: | ||
Financial Assets | 3,290,490 | 3,608,890 |
Level 1 | Available-for-sale Investments at Fair Value | US Government Obligations | ||
Asset included in: | ||
Financial Assets | 3,298,014 | |
Level 2 | Available-for-sale Investments at Fair Value | US Government Agency Obligations | ||
Asset included in: | ||
Financial Assets | 14,589,378 | |
Level 2 | Available-for-sale Investments at Fair Value | Corporate Debt Securities | ||
Asset included in: | ||
Financial Assets | $ 12,918,016 | |
Level 3 | Warrant Liabilities | Warrant | ||
Liabilities included in: | ||
Financial Liabilities | 301,508 | |
Level 3 | Warrant Liabilities | Convertible Preferred Stock Warrants | ||
Liabilities included in: | ||
Financial Liabilities | $ 429,035 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Disclosures [Abstract] | ||
Fair value assets, Level 1 to Level 2 transfers, Amount | $ 0 | $ 0 |
Fair value, assets, Level 2 to Level 1 transfers, Amount | 0 | 0 |
Fair value, liabilities, Level 1 to Level 2 transfers, Amount | 0 | 0 |
Fair value, liabilities, Level 2 to Level 1 transfers, Amount | 0 | 0 |
Fair value, measurement with unobservable inputs reconciliation, recurring basis, asset transfers into Level 3 | 0 | 0 |
Fair value, measurement with unobservable inputs reconciliation, recurring Basis, asset, transfers out of Level 3 | 0 | 0 |
Fair Value, measurement with unobservable inputs reconciliation, liability, transfers into Level 3 | 0 | 0 |
Fair Value, measurement with unobservable inputs reconciliation, liability, transfers out of Level 3 | $ 0 | $ 0 |
Class of Warrant or Right, Outstanding | 0 |
Fair Value - Summary of Fair Va
Fair Value - Summary of Fair Value Assessment of Warrant Liability Inputs using Black Sholes Option Pricing Model (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2014 | Dec. 30, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Fair value of Series B/C/D Stock and Series E Stock shares on grant date or measurement date | $ 0.13 | ||
Expected risk-free interest rate | 1.60% | 1.20% | |
Expected volatility | 75.00% | 70.00% | |
Expected term | 7 years | 4 years 1 month 6 days | |
Expected dividend yield | 0.00% | ||
Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Exercise price | $ 0.01 | $ 0.01 | |
Expected dividend yield | 0.00% | ||
Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Exercise price | 0.346 | $ 0.346 | |
Expected dividend yield | 8.00% | ||
Series B/C/D Stock and Series E Stock shares | Minimum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Fair value of Series B/C/D Stock and Series E Stock shares on grant date or measurement date | 0.14 | $ 0.14 | |
Series B/C/D Stock and Series E Stock shares | Maximum | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |||
Fair value of Series B/C/D Stock and Series E Stock shares on grant date or measurement date | $ 0.22 | $ 0.22 |
Fair Value - Reconciliation of
Fair Value - Reconciliation of Beginning and Ending Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 730,543 | $ 44,120 |
Issuance of warrants | 741,828 | |
Change in convertible preferred stock warrant valuation | 239,683 | 388,936 |
Ending balance | 730,543 | |
Series E Convertible Preferred Stock Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Issuance of warrants | 2,190,708 | |
Exercise of warrants | (4,116) | (1,889,201) |
Series D Convertible Preferred Stock Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Exercise of warrants | (91,798) | $ (4,020) |
Convertible Note Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Reclassification of warrants | (1,386,035) | |
Series C-2 Convertible Preferred Stock Warrants | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Reclassification of warrants | (555) | |
Growth Term Loan | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Reclassification of warrants | $ (229,550) |
Summary Of Property and Equipme
Summary Of Property and Equipment (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Abstract] | ||
Office equipment | $ 257,296 | $ 414,424 |
Leasehold improvements | 224,061 | 234,602 |
Laboratory and manufacturing equipment | 2,442,191 | 2,003,693 |
Field equipment | 180,355 | 286,044 |
Software | 140,248 | 140,248 |
Construction in progress | 175,501 | 6,125 |
Total property and equipment, gross | 3,419,652 | 3,085,136 |
Less: accumulated depreciation and amortization | (1,487,439) | (1,938,537) |
Property and equipment, net | $ 1,932,213 | $ 1,146,599 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Property Plant And Equipment [Abstract] | |
Retirement of fully depreciated property and equipment, gross | $ 1,066,246 |
Summary of Accrued Liabilities
Summary of Accrued Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities Current [Abstract] | ||
Employee compensation and benefits | $ 1,240,314 | $ 881,821 |
Employee compensation for future absences | 154,107 | 136,040 |
Interest | 77,917 | 77,917 |
Professional fees | 140,385 | 70,000 |
Offering costs | 178,000 | |
Other accrued liabilities | 331,788 | 155,972 |
Total accrued liabilities | $ 1,944,511 | $ 1,499,750 |
Available for Sale Securities -
Available for Sale Securities - Summary of Available for Sale Securities (Details) | Dec. 31, 2015USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | $ 30,846,765 |
Gross Unrealized Gains | 397 |
Gross Unrealized Losses | (41,754) |
Fair Value (Net Carrying Amount) | 30,805,408 |
US Treasury Securities and Obligations of US Government Agencies | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 17,914,136 |
Gross Unrealized Losses | (26,744) |
Fair Value (Net Carrying Amount) | 17,887,392 |
Corporate Debt Securities | |
Schedule Of Available For Sale Securities [Line Items] | |
Amortized Cost | 12,932,629 |
Gross Unrealized Gains | 397 |
Gross Unrealized Losses | (15,010) |
Fair Value (Net Carrying Amount) | $ 12,918,016 |
Available for Sale Securities55
Available for Sale Securities - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Net unrealized holding gains (losses) | $ (41,357) | $ 0 |
US Treasury Securities and Obligations of US Government Agencies | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Other-than-temporary impairment | 0 | |
Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Other-than-temporary impairment | $ 0 |
Available for Sale Securities56
Available for Sale Securities - Summary of Contractual Maturities of Debt Investment Securities (Details) | Dec. 31, 2015USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Under 1 Year | $ 28,201,507 |
1 to 2 Years | 2,603,901 |
Fair Value (Net Carrying Amount) | 30,805,408 |
US Treasury Securities and Obligations of US Government Agencies | |
Schedule Of Available For Sale Securities [Line Items] | |
Under 1 Year | 16,592,324 |
1 to 2 Years | 1,295,068 |
Fair Value (Net Carrying Amount) | 17,887,392 |
Corporate Debt Securities | |
Schedule Of Available For Sale Securities [Line Items] | |
Under 1 Year | 11,609,183 |
1 to 2 Years | 1,308,833 |
Fair Value (Net Carrying Amount) | $ 12,918,016 |
Available for Sale Securities57
Available for Sale Securities - Summary of Debt Securities with Unrealized Losses (Details) | Dec. 31, 2015USD ($) |
Schedule Of Available For Sale Securities [Line Items] | |
Under 1 Year, Fair Value | $ 23,710,311 |
Under 1 Year, Gross Unrealized Losses | (41,754) |
Total, Fair Value | 23,710,311 |
Total, Gross Unrealized Losses | (41,754) |
US Treasury Securities and Obligations of US Government Agencies | |
Schedule Of Available For Sale Securities [Line Items] | |
Under 1 Year, Fair Value | 17,887,392 |
Under 1 Year, Gross Unrealized Losses | (26,744) |
Total, Fair Value | 17,887,392 |
Total, Gross Unrealized Losses | (26,744) |
Corporate Debt Securities | |
Schedule Of Available For Sale Securities [Line Items] | |
Under 1 Year, Fair Value | 5,822,919 |
Under 1 Year, Gross Unrealized Losses | (15,010) |
Total, Fair Value | 5,822,919 |
Total, Gross Unrealized Losses | $ (15,010) |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) | Dec. 30, 2014USD ($)AgreementFuture$ / sharesshares | May. 31, 2015USD ($)$ / sharesshares | Aug. 31, 2014USD ($)Institution$ / sharesshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Aug. 31, 2015 | Aug. 22, 2014USD ($) |
Debt Obligations [Line Items] | |||||||
Debt instrument, amortization expense | $ 281,013 | $ 187,017 | |||||
Financing costs | 75,523 | ||||||
Investment income, amortization of premium | 158,707 | 56,201 | |||||
Number of convertible promissory note agreements | Agreement | 2 | ||||||
Issuance of common stock from initial public offering | 45,354,186 | ||||||
Investor equity with warrants percentage | 80.00% | ||||||
Outstanding convertible notes payable | 0 | ||||||
Fair value of warrants | $ 741,828 | ||||||
Amortization of warrant discount | 127,616 | 313,152 | |||||
Conversion of stock, amount converted | 4,544,384 | ||||||
Percentage of possible outcomes in debt note agreements issued | 50.00% | ||||||
Write off unamortized debt discount and deferred financing costs | 705,217 | ||||||
Convertible Debt | |||||||
Debt Obligations [Line Items] | |||||||
Amortization of warrant discount | 90,222 | 0 | |||||
Series E Convertible Preferred Stock | |||||||
Debt Obligations [Line Items] | |||||||
Class of warrant or right per share price | $ / shares | $ 0.2189 | ||||||
Growth Term Loan | |||||||
Debt Obligations [Line Items] | |||||||
Number of loan lending institutions | Institution | 2 | ||||||
Final Payment Percentage | 4.75% | ||||||
Financing costs | $ 100,000 | ||||||
Growth Term Loan | Scenario Forecast One | |||||||
Debt Obligations [Line Items] | |||||||
prepayment fee Percentage | 3.00% | ||||||
Growth Term Loan | Scenario Forecast Two | |||||||
Debt Obligations [Line Items] | |||||||
prepayment fee Percentage | 2.00% | ||||||
Growth Term Loan | Scenario Forecast Three | |||||||
Debt Obligations [Line Items] | |||||||
prepayment fee Percentage | 1.00% | ||||||
Growth Term Loan | Series E Stock | |||||||
Debt Obligations [Line Items] | |||||||
Financial institution warrant issued, share | shares | 2,512,562 | ||||||
Class of warrant or right per share price | $ / shares | $ 0.2189 | ||||||
Warrants expiration date | Aug. 22, 2024 | ||||||
Growth Term Loan A | |||||||
Debt Obligations [Line Items] | |||||||
Term loan payable | $ 11,000,000 | ||||||
Debt instrument, amortization expense | 170,954 | 84,676 | |||||
Debt instrument, fixed rate | 8.50% | ||||||
Debt instrument, maturity date | Sep. 30, 2018 | ||||||
Monthly periodic payment | $ 408,296 | ||||||
Growth Term Loan B | |||||||
Debt Obligations [Line Items] | |||||||
Term loan payable | 5,000,000 | ||||||
Debt issuance costs | $ 300,000 | ||||||
Principal repayments of term loan | 5,000,000 | ||||||
Convertible Notes | |||||||
Debt Obligations [Line Items] | |||||||
Debt instrument, amortization expense | $ 90,222 | $ 0 | |||||
Debt conversion, converted instrument, rate | 80.00% | ||||||
Extinguishment of debt as percentage of principal amount | 80.00% | ||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Under each of the Note Agreements, the failure of a principal or major participating investor to invest their committed amount at each of the closings resulted in the conversion of a percentage of the investor’s preferred shares into common shares at the applicable conversion rates in effect pursuant to the Company’s restated certificate of incorporation. Under the first Note Agreement, failure of a principal investor to purchase their committed amount resulted in the conversion of their entire holdings of Convertible Preferred Stock into common stock, at conversion rates then in effect. Under the second Note Agreement, up to 80% of the total Convertible Preferred Stock held by such investor will be converted into common stock, at conversion rates then in effect. In addition, failure to purchase the full committed amount in any closing will result in the termination of the applicable investor’s warrants, in whole or in part, and the forgiveness and extinguishment of 80% of the aggregate principal amount of the applicable investor’s outstanding notes, if any. In the event the Company sold new shares of stock in a qualified initial public offering or preferred stock in a private placement, an investor’s failure to participate in the subsequent equity financing, in an amount equal to their applicable remaining committed amount under the Note Agreements, would result in the conversion of up to 80% of the non-participating investor’s aggregate Convertible Preferred Stock holding as of the closing date of the subsequent equity financing, along with a reduction of up to 80% of the non-participating investor’s warrants. Pursuant to the provisions of the second Note Agreement, certain preferred shares were optionally converted into common stock as of December 30, 2014. | ||||||
Fair value of warrants | $ 741,828 | ||||||
Settlement of outstanding principal and accrued interest on convertible notes by issuance of common stock, shares | shares | 324,591 | ||||||
Conversion price per share | $ / shares | $ 14 | ||||||
Conversion of stock, amount converted | $ 4,500,000 | ||||||
Convertible Notes | Minimum | Private Placement | |||||||
Debt Obligations [Line Items] | |||||||
Proceeds from sale of preferred stock, net of issuance costs | $ 20,000,000 | ||||||
Convertible Note One | |||||||
Debt Obligations [Line Items] | |||||||
Debt instrument, fixed rate | 8.00% | ||||||
Debt instrument, maturity date | Mar. 31, 2016 | ||||||
Issuance of common stock from initial public offering | $ 7,339,165 | ||||||
Number of future issued to existing investors | Future | 5 | ||||||
Closing value | $ 1,500,000 | ||||||
Number of days of notice to participating investors | 10 days | ||||||
Convertible note draws | 4,500,000 | ||||||
Convertible Note One | Series E Convertible Preferred Stock | |||||||
Debt Obligations [Line Items] | |||||||
Financial institution warrant issued, share | shares | 5,029,114 | ||||||
Class of warrant or right per share price | $ / shares | $ 0.2189 | ||||||
Convertible Note Two | |||||||
Debt Obligations [Line Items] | |||||||
Debt instrument, fixed rate | 8.00% | ||||||
Debt instrument, maturity date | Mar. 31, 2016 | ||||||
Issuance of common stock from initial public offering | $ 6,203,971 | ||||||
Number of future issued to existing investors | Future | 4 | ||||||
Closing value | $ 1,703,971 | ||||||
Number of days of notice to participating investors | 10 days | ||||||
Conversion percentage | 80.00% | ||||||
Convertible note draws | $ 0 | ||||||
Convertible Note Two | Series E Convertible Preferred Stock | |||||||
Debt Obligations [Line Items] | |||||||
Financial institution warrant issued, share | shares | 4,282,472 | ||||||
Class of warrant or right per share price | $ / shares | $ 0.2189 |
Debt Obligations - Principal Re
Debt Obligations - Principal Repayments Due Under Term Loan (Details) - Term Loan | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |
2,016 | $ 3,059,068 |
2,017 | 4,393,103 |
2,018 | 3,547,829 |
Total Growth Term Loan payments | 11,000,000 |
Less discount | (365,877) |
Plus final fee premium | 214,908 |
Total Growth Term Loan, net | $ 10,849,031 |
Other Agreements - Additional I
Other Agreements - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Agreements [Line Items] | |||
Upfront consideration paid in exchange of common stock | 5,587 | ||
Asset purchase agreement fixed payments paid for first two years | $ 740,000 | ||
Percentage on annual revenues for cash consideration to be paid | 6.00% | ||
Asset purchase agreement aggregate cash compensation paid | $ 15,000,000 | ||
Deferred payment obligation interest percentage | 5.00% | ||
Discount rate used to calculate asset purchase obligation | 2.50% | ||
Payments on obligation | $ 0 | $ 1,206,250 | |
Accretion of discount on NuvoGen obligation | 281,013 | 187,017 | |
Research and development | $ 4,601,718 | 3,075,204 | |
Agreement expiration date | Oct. 31, 2019 | ||
Description on termination of agreement | The Company may terminate the agreement at any time upon 90 days’ written notice and may terminate any development plan under the agreement upon 30 days’ prior written notice. Illumina may terminate the agreement upon 30 days’ prior written notice if the Company undergoes certain changes of control or immediately if the Company fails to select a testing field for an IVD test kit within 24 months following the date of the agreement. Either party may terminate the agreement upon the other party’s material breach of the agreement that remains uncured for 30 days, or upon the other party’s bankruptcy. | ||
Illumina, Inc. Agreement | |||
Other Agreements [Line Items] | |||
Aggregate payment upon achievement of specified regulatory milestones | $ 1,000,000 | ||
Research and development | 100,000 | ||
Invetech PTY Ltd. Agreement | |||
Other Agreements [Line Items] | |||
Research and development | 325,000 | ||
Invetech PTY Ltd. Agreement | Scenario Forecast | |||
Other Agreements [Line Items] | |||
Milestone payments due | $ 1,500,000 | ||
Growth Term Loan | |||
Other Agreements [Line Items] | |||
Minimum payments of pledged intangible assets due in 2014 | 868,750 | ||
Minimum payments of pledged intangible assets due in 2015 | 868,750 | ||
Minimum payments of pledged intangible assets due in first quarter of 2016 | 868,750 | ||
Minimum payments of pledged intangible assets due in second quarter of 2016 | 0 | ||
NuvoGen Asset Purchase Agreement | |||
Other Agreements [Line Items] | |||
Asset purchase agreement quarterly installments due in current year | 543,750 | ||
Asset purchase agreement quarterly installments due in 2017 | 800,000 | ||
NuvoGen | |||
Other Agreements [Line Items] | |||
Convertible notes and related debt discount | $ 283,621 | $ 564,634 | |
Minimum | Invetech PTY Ltd. Agreement | |||
Other Agreements [Line Items] | |||
Anticipated agreement completion period of its start date | 112 days | ||
Minimum | NuvoGen Asset Purchase Agreement | |||
Other Agreements [Line Items] | |||
Asset purchase agreement quarterly installments due from beginning 2018 | $ 400,000 | ||
Maximum | Invetech PTY Ltd. Agreement | |||
Other Agreements [Line Items] | |||
Anticipated agreement completion period of its start date | 140 days |
Other Agreements - Schedule of
Other Agreements - Schedule of Remaining Payments Due (Details) - NuvoGen Asset Purchase Agreement | Dec. 31, 2015USD ($) |
Purchase Obligation Fiscal Year Maturity [Line Items] | |
2,016 | $ 543,750 |
2,017 | 800,000 |
2,018 | 400,000 |
2,019 | 400,000 |
2,020 | 400,000 |
2021 and beyond | 6,698,743 |
Total NuvoGen obligation payments | 9,242,493 |
Less discount | (283,621) |
Total NuvoGen obligation, net | $ 8,958,872 |
Net Loss per Share - Reconcilia
Net Loss per Share - Reconciliation of Numerator and Denominator Used in Computing Basic and Diluted Net Loss per Share (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | ||
Net loss | $ (21,397,791) | $ (13,958,408) |
Accretion of stock issuance costs | (35,046) | (102,677) |
Accretion of Series E warrant discount | (127,616) | (313,152) |
Accretion of Series D and E redeemable convertible preferred stock dividends | (1,165,932) | (3,244,572) |
Net loss attributable to common stockholders | $ (22,726,385) | $ (17,618,809) |
Denominator: | ||
Weighted-average common shares outstanding-basic and diluted | 4,518,499 | 100,659 |
Net loss per share attributable to common stockholders, basic and diluted | $ (5.03) | $ (175.03) |
Series E Warrants | ||
Numerator: | ||
Accretion of Series E warrant discount | $ (127,616) | $ (313,152) |
Net Loss per Share - Outstandin
Net Loss per Share - Outstanding Options, Warrants and Convertible Preferred Stock Excluded from Computation of Diluted Net Loss per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Convertible Preferred Stock (as converted) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 2,126,982 | |
Options to purchase common stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 736,645 | 595,577 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 27,500 | |
Warrant | Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 169,099 | 931 |
Warrant | Convertible Preferred Stock (as converted) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of diluted net loss per share | 50,681 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) | May. 11, 2015 | Jan. 15, 2015 | Aug. 22, 2014 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | May. 31, 2015 | Dec. 30, 2014 |
Class Of Warrant Or Right [Line Items] | ||||||||
Fair value of common stock | $ 0.13 | |||||||
Expected risk-free interest rate | 1.60% | 1.20% | ||||||
Expected volatility | 75.00% | 70.00% | ||||||
Expected term | 7 years | 4 years 1 month 6 days | ||||||
Expected dividend yield | 0.00% | |||||||
Fair value of warrants | $ 741,828 | |||||||
Common stock, at the initial public offering price per shares | $ 14 | |||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||
Class of Warrant or Right, Outstanding | 0 | |||||||
Fair value of convertible preferred stock warrant liability | $ 730,543 | $ 0 | $ 730,543 | |||||
Loss on change in fair value of convertible preferred stock warrants | $ 239,683 | $ 388,936 | ||||||
IPO | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Common stock, at the initial public offering price per shares | $ 14 | |||||||
Series E Stock | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Fair value of common stock | $ 0.31 | |||||||
Warrants exercise price | $ 0.2189 | |||||||
Expected risk-free interest rate | 1.60% | |||||||
Expected volatility | 70.00% | |||||||
Expected term | 4 years 6 months | |||||||
Expected dividend yield | 8.00% | |||||||
Series C-1 Redeemable Convertible Preferred Stock | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants exercise price | $ 37.16 | |||||||
Preferred stock warrants forfeited and cancelled | 1,290,350 | |||||||
Class of Warrant or Right, Outstanding | 1,290,350 | 1,290,350 | ||||||
Series C-2 Redeemable Convertible Preferred Stock | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants exercise price | 24.23 | |||||||
Class of Warrant or Right, Outstanding | 157,912 | 157,912 | ||||||
Series C-2 Redeemable Convertible Preferred Stock | IPO | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants issued to acquire shares | 1,488 | |||||||
Warrants exercise price | $ 24.23 | |||||||
Series D Convertible Preferred Stock | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants exercise price | 1.07 | |||||||
Common stock, at the initial public offering price per shares | $ 14 | |||||||
Preferred stock, shares issued | 723,050 | |||||||
Class of Warrant or Right, Outstanding | 769,059 | 769,059 | 769,059 | |||||
Proceeds from exercise of E warrants | $ 1,752 | |||||||
Conversion of stock, shares issued | 6,729 | |||||||
Series E Loan Warrants | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants issued to acquire shares | 2,512,562 | 23,396 | ||||||
Warrants exercise price | $ 23.51 | $ 0.2189 | $ 23.51 | |||||
Warrants expiration date | Aug. 22, 2024 | |||||||
Warrants exercise price | $ 0.12 | |||||||
Fair value of warrants | $ 301,507 | $ 301,507 | $ 301,507 | |||||
Series E Loan Warrants | IPO | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants issued to acquire shares | 23,396 | |||||||
Convertible Note Warrants | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants issued to acquire shares | 9,311,586 | |||||||
Warrants exercise price | $ 0.2189 | $ 14 | ||||||
Warrants expiration date | Jan. 15, 2022 | |||||||
Aggregate consideration | $ 1,354 | |||||||
Convertible Note Warrants | IPO | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants issued to acquire shares | 144,772 | |||||||
Warrants exercise price | $ 14 | |||||||
Class of Warrant or Right, Outstanding | 144,772 |
Warrants -Summary of Outstandin
Warrants -Summary of Outstanding Warrants (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | May. 11, 2015 | Jan. 15, 2015 | Dec. 31, 2014 | |
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants | 0 | |||
Convertible Note Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Exercise Price/Share | $ 14 | $ 0.2189 | ||
Expiration Date | 2,022 | |||
Convertible Note Warrants | IPO | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants | 144,772 | |||
Exercise Price/Share | $ 14 | |||
Common Stock Warrants | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants | 931 | |||
Exercise Price/Share | $ 6.45 | |||
Expiration Date | 2,019 | |||
Common Stock Warrants | IPO | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants | 931 | |||
Series C-1 Redeemable Convertible Preferred Stock | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants | 1,290,350 | |||
Exercise Price/Share | $ 37.16 | |||
Expiration Date | 2,016 | |||
Expiration Date | 2,017 | |||
Series C-2 Redeemable Convertible Preferred Stock | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants | 157,912 | |||
Exercise Price/Share | $ 24.23 | |||
Expiration Date | 2,015 | |||
Series C-2 Redeemable Convertible Preferred Stock | IPO | ||||
Class Of Warrant Or Right [Line Items] | ||||
Exercise Price/Share | $ 24.23 | |||
Series D Redeemable Convertible Preferred Stock | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants | 769,059 | 769,059 | ||
Exercise Price/Share | $ 1.07 | |||
Expiration Date | 2,020 | |||
Series E Redeemable Convertible Preferred Stock | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants | 2,512,562 | |||
Exercise Price/Share | $ 23.51 | |||
Expiration Date | 2,024 | |||
Series E Redeemable Convertible Preferred Stock | IPO | ||||
Class Of Warrant Or Right [Line Items] | ||||
Number of Warrants | 23,396 |
Redeemable Convertible Prefer66
Redeemable Convertible Preferred Stock - Additional Information (Details) | May. 11, 2015shares | Apr. 27, 2015 | Mar. 31, 2014USD ($)$ / sharesshares | Feb. 04, 2014USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Jan. 30, 2015USD ($)shares | Dec. 30, 2014USD ($) |
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 600,000,000 | 200,000,000 | 600,000,000 | |||||
Preferred stock, shares authorized | 472,083,383 | |||||||
Common stock, conversion basis | 0.0093 | |||||||
Reverse stock split | one-for-107.39 | |||||||
Fair value of warrants | $ | $ 741,828 | |||||||
Accretion of Series E warrant discount | $ | $ 127,616 | $ 313,152 | ||||||
Preferred Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Fair value of warrants | $ | $ 5,665,000 | |||||||
Series E Redeemable Convertible Preferred Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Convertible preferred stock, price per share | $ / shares | $ 0.2189 | $ 0.2189 | $ 0.2189 | |||||
Preferred stock, shares authorized | 0 | 185,046,445 | ||||||
Issuance of preferred stock, net of issuance cost, shares | 354,062 | 34,099,476 | ||||||
Warrants exercise price | $ / shares | $ 23.51 | |||||||
Common stock, conversion basis | 0.009 | 1 | ||||||
Preferred Stock Par Or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | ||||||
Liquidation preference | The Series D Convertible Preferred Stock and Series E Convertible Preferred Stock liquidation preference was equal to two times the original issue price of the Series D Convertible Preferred Stock or Series E Convertible Preferred Stock, respectively, plus any accrued but unpaid dividends whether or not declared. | |||||||
Outstanding convertible preferred stock | 428,237 | |||||||
Preferred stock cumulative dividend percentage | 8.00% | |||||||
Preferred stock redemption value | $ | $ 0 | |||||||
Stock purchased by convertible note warrant holder, shares | 51,681 | |||||||
Stock purchased by convertible note warrant holder for cash consideration | $ | $ 7,196 | |||||||
Series E Redeemable Convertible Preferred Stock | Maximum | ||||||||
Class Of Stock [Line Items] | ||||||||
Convertible preferred stock, shares authorized | 99,132,024 | |||||||
Series A Redeemable Convertible Preferred Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 0 | 1,292,084 | ||||||
Common stock, conversion basis | 0.030 | |||||||
Preferred Stock Par Or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | ||||||
Stock holders voting percentage required for stock redemption | 66.67% | |||||||
Outstanding convertible preferred stock | 38,973 | |||||||
Series B Preferred Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 0 | 11,919,624 | ||||||
Common stock, conversion basis | 0.011 | |||||||
Preferred Stock Par Or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | ||||||
Outstanding convertible preferred stock | 75,835 | |||||||
Series C Preferred Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Preferred Stock Par Or Stated Value Per Share | $ / shares | 0.001 | |||||||
Series D Redeemable Convertible Preferred Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Convertible preferred stock, price per share | $ / shares | $ 0.2189 | |||||||
Preferred stock, shares authorized | 0 | 237,031,908 | ||||||
Warrants exercise price | $ / shares | $ 1.07 | |||||||
Common stock, conversion basis | 0.009 | |||||||
Preferred Stock Par Or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | ||||||
Liquidation preference | The Series D Convertible Preferred Stock and Series E Convertible Preferred Stock liquidation preference was equal to two times the original issue price of the Series D Convertible Preferred Stock or Series E Convertible Preferred Stock, respectively, plus any accrued but unpaid dividends whether or not declared. | |||||||
Outstanding convertible preferred stock | 1,305,984 | |||||||
Preferred stock cumulative dividend percentage | 8.00% | |||||||
Preferred stock cumulative dividends | $ | $ 0 | |||||||
Preferred stock redemption value | $ | $ 0 | |||||||
A B C D Stock And Series E Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Stock holders voting percentage required for stock redemption | 60.00% | |||||||
Series C-1 | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, conversion basis | 0.014 | |||||||
Outstanding convertible preferred stock | 191,406 | |||||||
Series C-2 | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, conversion basis | 0.009 | |||||||
Outstanding convertible preferred stock | 93,757 | |||||||
Preferred Shares Excluding Dividends | ||||||||
Class Of Stock [Line Items] | ||||||||
Outstanding convertible preferred stock | 2,134,192 | |||||||
Series D And E Preferred Stock Cumulative Dividends | ||||||||
Class Of Stock [Line Items] | ||||||||
Outstanding convertible preferred stock | 374,632 | |||||||
Preferred stock cumulative dividends | $ | $ 7,643,378 | |||||||
Series E Warrants | ||||||||
Class Of Stock [Line Items] | ||||||||
Purchase of warrant exercise price per share | $ / shares | $ 0.001 | |||||||
Purchase price of preferred stock per Series E warrant | $ / shares | $ 0.0001 | 0.0001 | ||||||
Warrants exercise price | $ / shares | $ 0.001 | $ 0.001 | ||||||
Financial institution warrant issued, share | 118,017 | 11,366,486 | ||||||
Proceeds from Issuance of preferred stock and warrants | $ | $ 77,634 | $ 7,476,879 | ||||||
Fair value of warrants | $ | $ 1,890,000 | |||||||
Accretion of Series E warrant discount | $ | 127,616 | $ 313,152 | ||||||
Warrant Issuance Costs | $ | $ 48,384 | |||||||
Preferred stock accreted redemption period | 5 years | |||||||
Series E Warrants | Maximum | ||||||||
Class Of Stock [Line Items] | ||||||||
Financial institution warrant issued, share | 33,044,008 | |||||||
Series E Warrants | Series E Redeemable Convertible Preferred Stock | ||||||||
Class Of Stock [Line Items] | ||||||||
Convertible preferred stock, price per share | $ / shares | $ 0.1645 | |||||||
Tranche One | Series E Redeemable Convertible Preferred Stock | Maximum | ||||||||
Class Of Stock [Line Items] | ||||||||
Financial institution warrant issued, share | 49,566,012 | |||||||
Tranche One | Series E Warrants | Maximum | ||||||||
Class Of Stock [Line Items] | ||||||||
Financial institution warrant issued, share | 16,522,004 |
Redeemable Convertible Prefer67
Redeemable Convertible Preferred Stock - Schedule of Preferred Stock (Details) - USD ($) | May. 11, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Class Of Stock [Line Items] | |||
Conversion of preferred stock into common stock at initial public offering | $ 57,356,049 | ||
Carrying value including cumulative dividends | $ 57,356,049 | ||
Preferred shares before IPO including cumulative dividends | 217,515,139 | ||
Common shares after IPO including dividends | 2,508,824 | ||
Series A Redeemable Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Conversion of preferred stock into common stock at initial public offering | $ 1,403,007 | $ (1,403,007) | |
Preferred Shares Before IPO | 1,292,084 | (1,292,084) | |
Common Shares After IPO | 38,973 | ||
Series B Preferred Stock | |||
Class Of Stock [Line Items] | |||
Conversion of preferred stock into common stock at initial public offering | $ 2,100,149 | $ (2,100,149) | $ (1,586,124) |
Preferred Shares Before IPO | 6,789,712 | (6,789,712) | (5,129,912) |
Common Shares After IPO | 75,835 | ||
Series C-1 | |||
Class Of Stock [Line Items] | |||
Conversion of preferred stock into common stock at initial public offering | $ 4,569,063 | ||
Preferred Shares Before IPO | 13,242,612 | ||
Common Shares After IPO | 191,406 | ||
Series C-2 | |||
Class Of Stock [Line Items] | |||
Conversion of preferred stock into common stock at initial public offering | $ 2,225,619 | ||
Preferred Shares Before IPO | 9,948,331 | ||
Common Shares After IPO | 93,757 | ||
Series D Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Conversion of preferred stock into common stock at initial public offering | $ 30,370,273 | $ (38,163,280) | $ (1,207,336) |
Preferred Shares Before IPO | 140,252,678 | (140,252,678) | (4,233,419) |
Common Shares After IPO | 1,305,984 | ||
Series E Preferred Stock | |||
Class Of Stock [Line Items] | |||
Conversion of preferred stock into common stock at initial public offering | $ 7,879,873 | $ (8,894,931) | |
Preferred Shares Before IPO | 45,989,722 | (45,989,722) | |
Common Shares After IPO | 428,237 | ||
Preferred Shares Excluding Dividends | |||
Class Of Stock [Line Items] | |||
Conversion of preferred stock into common stock at initial public offering | $ 48,547,984 | ||
Preferred Shares Before IPO | 217,515,139 | ||
Common Shares After IPO | 2,134,192 | ||
Series D And E Preferred Stock Cumulative Dividends | |||
Class Of Stock [Line Items] | |||
Common Shares After IPO | 374,632 | ||
Cumulative Dividends | $ 8,808,065 |
Stockholders Equity (Deficit) -
Stockholders Equity (Deficit) - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | May. 11, 2015 | Feb. 04, 2014 | Dec. 31, 2013 | |
Class Of Stock [Line Items] | ||||||
Amendment date of entity incorporation | May 11, 2015 | |||||
Common stock, shares authorized | 200,000,000 | 600,000,000 | 600,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | ||||
Common stock, shares issued | 6,845,638 | 334,003 | ||||
Common stock, voting rights | Each share of common stock is entitled to one vote. All shares of common stock rank equally as to voting and all other matters that the holders are entitled to vote on. | |||||
Common stock, conversion features | The shares of common stock have no preemptive or conversion rights, no redemption or sinking fund provisions, no liability for further call or assessment, and are not entitled to cumulative voting rights. | |||||
Preferred stock, shares authorized | 10,000,000 | 0 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||
Options to purchase common stock outstanding | 736,645 | |||||
Options fully vested | 410,649 | |||||
Vesting period of options | 2 years 10 months 24 days | |||||
Share based compensation arrangement by share based payment award, options, grants in period, weighted average grant date fair value | $ 3.61 | $ 2.51 | ||||
Options granted in term | 10 years | |||||
Maximum aggregate number of common stock available purchase under employee stock purchase plan | 250,000 | |||||
Maximum number of shares that may be purchased by eligible participants under employee stock purchase plan | 7,500 | |||||
Stock issued under stock purchase plan, shares | 4,184 | |||||
Employee Stock Purchase Plan | ||||||
Class Of Stock [Line Items] | ||||||
Proceeds from issuance of common stock | $ 20,000 | |||||
2014 Employee Stock Purchase Plan | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of increase on outstanding shares | 1.00% | |||||
Shares reserved for issuance | 110,820 | |||||
Options to purchase common stock outstanding | 195,000 | |||||
Maximum aggregate number of common stock available purchase under employee stock purchase plan | 110,820 | |||||
Common stock reserved for issuance, Description | The number of shares of common stock reserved for issuance automatically increases on January 1 of each calendar year, from January 1, 2016 to January 1, 2024 by the least of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (2) 195,000 shares, or (3) a number determined by the Company’s board of directors that is less than (1) and (2). | |||||
Common stock issuance offering date | Jan. 1, 2016 | |||||
Common stock issuance expiration date | Jan. 1, 2024 | |||||
Maximum contribution eligible compensation during a period to purchase common stock | 15.00% | |||||
Fair market value of company common stock, shares offering price | 85.00% | |||||
Common stock shares issued | 0 | |||||
Board Of Directors | Minimum | ||||||
Class Of Stock [Line Items] | ||||||
Vesting period of options | 3 years | |||||
Board Of Directors | Maximum | ||||||
Class Of Stock [Line Items] | ||||||
Vesting period of options | 4 years | |||||
2014 Equity Incentive Plan | ||||||
Class Of Stock [Line Items] | ||||||
Shares reserved for issuance | 940,112 | |||||
Number of shares available for issuance | 756,332 | |||||
Stock-based Compensation | 2011 Equity Incentive Plan | ||||||
Class Of Stock [Line Items] | ||||||
Percentage of increase on outstanding shares | 20.00% | |||||
Number of Shares, Granted | 0 | |||||
Employee Stock Option | ||||||
Class Of Stock [Line Items] | ||||||
Unrecognized compensation expense | $ 788,875 | |||||
Compensation expense period expected to be recognized | 2 years 10 months 24 days | |||||
Employee Stock Option | 2011 Equity Incentive Plan | ||||||
Class Of Stock [Line Items] | ||||||
Shares reserved for issuance | 14,006 | |||||
Employee Stock Option | 2014 Equity Incentive Plan | ||||||
Class Of Stock [Line Items] | ||||||
Number of Shares, Granted | 171,408 | 314,685 | ||||
Options to purchase common stock outstanding | 736,645 | 595,577 | 349,046 | |||
Restricted Stock Units R S U | ||||||
Class Of Stock [Line Items] | ||||||
Stock issued during period, shares, share based compensation, gross | 27,500 | |||||
Share based compensation arrangement by share based payment award, options, grants in period, weighted average grant date fair value | $ 5.45 | |||||
Restricted stock vesting right description | RSUs vest 100% on March 31, 2016. | |||||
Unrecognized compensation expense | $ 62,562 | |||||
Compensation expense period expected to be recognized | 3 months | |||||
Restricted Stock Units R S U | RSUs Vest | ||||||
Class Of Stock [Line Items] | ||||||
Share based compensation arrangement by share based payment award, award vesting rights, percentage | 100.00% |
Stockholders Equity (Deficit)69
Stockholders Equity (Deficit) - Summary of Stock Option Plans Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Ending Balance | 736,645 | ||
Employee Stock Option | 2014 Equity Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Beginning Balance | 595,577 | 349,046 | |
Number of Shares, Granted | 171,408 | 314,685 | |
Number of Shares, Exercised | (13,960) | (9,909) | |
Number of Shares, Forfeited | (16,380) | (54,739) | |
Number of Shares, Expired | (3,506) | ||
Number of Shares, Ending Balance | 736,645 | 595,577 | 349,046 |
Number of Shares, Vested and expected to vest | 687,488 | ||
Number of Shares, Exercisable | 410,649 | 294,851 | |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ 3.71 | $ 3.14 | |
Weighted-Average Exercise Price Per Share, Granted | 6.11 | 4.01 | |
Weighted-Average Exercise Price Per Share, Exercised | 2.50 | 2.17 | |
Weighted-Average Exercise Price Per Share, Forfeited | 8.57 | 2.15 | |
Weighted-Average Exercise Price Per Share, Expired | 2.98 | ||
Weighted-Average Exercise Price Per Share, Ending Balance | 4.18 | 3.71 | $ 3.14 |
Weighted-Average Exercise Price Per Share, Vested and expected to vest | 4.01 | ||
Weighted-Average Exercise Price Per Share, Exercisable | $ 3.55 | $ 3.42 | |
Weighted-Average Remaining Contractual Life, Outstanding | 7 years 6 months | 7 years 9 months 18 days | 7 years 6 months |
Weighted-Average Remaining Contractual Life, Vested and expected to vest | 7 years 3 months 18 days | ||
Weighted-Average Remaining Contractual Life, Exercisable | 6 years 3 months 18 days | 6 years 6 months | |
Aggregate Intrinsic Value, Exercised | $ 86,070 | ||
Aggregate Intrinsic Value, Ending Balance | 947,794 | ||
Aggregate Intrinsic Value, Vested and expected to vest | 723,894 | ||
Aggregate Intrinsic Value, Exercisable | $ 641,115 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2012 | Jun. 30, 2012 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments And Contingencies [Line Items] | |||||
Percentage of requisite preferred holders who approved plan to set aside proceeds of any sale of to be distributed | 60.00% | ||||
Lease expiration term | The Company leases office and laboratory space under two non-cancelable operating leases in Tucson, Arizona, which were set to expire in November and December 2015, respectively. Under the terms of the two Tucson leases, the Company had one option to extend the leases for five years at the end of the initial seven year lease term | ||||
Expected increase in lease rent | $ 804,000 | ||||
Additional cash outlay commitment expense | $ 500,000 | ||||
Lease extension term, in years | 5 years | ||||
Rent expense and common area maintenance costs under operating leases | $ 443,085 | $ 368,937 | |||
Merck Sharp And Dohme Corporation [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Non-exclusive license agreement, milestone accrued or paid | $ 0 | ||||
Tucson | |||||
Commitments And Contingencies [Line Items] | |||||
Lease extension term, in years | 5 years | ||||
Lease term | 7 years | ||||
Minimum | |||||
Commitments And Contingencies [Line Items] | |||||
Percentage of proceeds of any sale to be distributed to employees, directors, or consultants | 15.00% | ||||
Minimum | Merck Sharp And Dohme Corporation [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Non-exclusive license agreement, contingent milestone payments | $ 50,000 | ||||
Non-exclusive license agreement, future royalties | 3.00% | ||||
Maximum | Merck Sharp And Dohme Corporation [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Non-exclusive license agreement, contingent milestone payments | $ 1,000,000 | ||||
Non-exclusive license agreement, future royalties | 6.00% |
Commitments and Contingencies71
Commitments and Contingencies - Minimum Lease Payments Before Common Area Maintenance Charges (Details) | Dec. 31, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,016 | $ 494,354 |
2,017 | 510,125 |
2,018 | 512,533 |
2,019 | 514,977 |
2,020 | 517,457 |
2021 and beyond | 43,139 |
Total minimum lease payments | $ 2,592,585 |
Commitments and Contingencies72
Commitments and Contingencies - Schedule Of Product Warranty Liability (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Warranty reserve, beginning balance | $ 0 |
Cost of warranty claims | (545) |
Warranty accrual | 20,758 |
Warranty reserve, ending balance | $ 20,213 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Line Items] | ||
Income tax examination, likelihood of unfavorable settlement | greater than 50 percent | |
Uncertain tax positions | $ 0 | $ 0 |
Accrued interest or penalties | 0 | 0 |
Recognized interest or penalties | 0 | 0 |
Valuation allowance | 33,940,706 | 25,197,117 |
Change in valuation reserve | 8,743,589 | $ 4,787,274 |
Federal | ||
Income Tax Disclosure [Line Items] | ||
NOL carryforwards | 78,496,747 | |
State | ||
Income Tax Disclosure [Line Items] | ||
NOL carryforwards | $ 52,447,023 | |
Minimum | Federal | ||
Income Tax Disclosure [Line Items] | ||
NOL carryforward expiration year | 2,021 | |
Minimum | State | ||
Income Tax Disclosure [Line Items] | ||
NOL carryforward expiration year | 2,016 | |
Maximum | Federal | ||
Income Tax Disclosure [Line Items] | ||
NOL carryforward expiration year | 2,035 | |
Maximum | State | ||
Income Tax Disclosure [Line Items] | ||
NOL carryforward expiration year | 2,035 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Current: | |
State | $ 10,189 |
Total current income tax expense | 10,189 |
Deferred: | |
Total income tax expense | $ 10,189 |
Income Taxes - Difference in Ac
Income Taxes - Difference in Actual Income Tax Expense Computed by Applying the Statutory Federal Income Tax Rate to Loss Before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Line Items] | ||
Computed tax (benefit) at 34% | $ (7,271,785) | $ (4,745,859) |
State taxes, net of federal benefit | (918,079) | (233,632) |
Stock-based compensation | 102,699 | 59,119 |
Expiring state net operating loss ("NOL") carryforwards | (20,086) | 131,342 |
Return to provision | (27,934) | (4,269) |
Other | 44,679 | 37,969 |
Change in valuation reserve | 8,743,589 | 4,787,274 |
Total income tax expense | 10,189 | |
State | ||
Income Tax Disclosure [Line Items] | ||
Research and development tax credit | (300,213) | (20,720) |
Federal | ||
Income Tax Disclosure [Line Items] | ||
Research and development tax credit | $ (342,681) | $ (11,224) |
Income Taxes - Difference in 76
Income Taxes - Difference in Actual Income Tax Expense Computed by Applying the Statutory Federal Income Tax Rate to Loss Before Income Taxes (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Statutory federal income tax rate | 34.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 28,795,562 | $ 20,977,060 |
Research and development credits | 1,435,314 | 796,328 |
Deferred revenue | 17,396 | 15,166 |
Inventory reserve | 104,182 | 19,953 |
Fixed assets and intangibles | 50,128 | 53,822 |
Change in fair value of warrant liability | 111,993 | 3,541 |
Capitalized research and development | 27,583 | 55,354 |
Other | 115,792 | 85,290 |
Total deferred tax assets | 33,940,706 | 25,197,117 |
Valuation allowance | (33,940,706) | (25,197,117) |
NuvoGen | ||
Deferred tax assets: | ||
Accrued NuvoGen liability | $ 3,282,756 | $ 3,190,603 |
Income Taxes - Schedule of Fede
Income Taxes - Schedule of Federal Net Operating Loss Carryforwards (Details) - Federal | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Federal NOL carryforwards | $ 78,496,747 |
2,021 | |
Operating Loss Carryforwards [Line Items] | |
Federal NOL carryforwards, expiration year | 2,021 |
Federal NOL carryforwards | $ 211,806 |
2,023 | |
Operating Loss Carryforwards [Line Items] | |
Federal NOL carryforwards, expiration year | 2,023 |
Federal NOL carryforwards | $ 1,635,651 |
2,024 | |
Operating Loss Carryforwards [Line Items] | |
Federal NOL carryforwards, expiration year | 2,024 |
Federal NOL carryforwards | $ 1,217,290 |
2,025 | |
Operating Loss Carryforwards [Line Items] | |
Federal NOL carryforwards, expiration year | 2,025 |
Federal NOL carryforwards | $ 1,409,498 |
2,026 | |
Operating Loss Carryforwards [Line Items] | |
Federal NOL carryforwards, expiration year | 2,026 |
Federal NOL carryforwards | $ 1,175,594 |
2,027 | |
Operating Loss Carryforwards [Line Items] | |
Federal NOL carryforwards, expiration year | 2,027 |
Federal NOL carryforwards | $ 1,676,458 |
2,028 | |
Operating Loss Carryforwards [Line Items] | |
Federal NOL carryforwards, expiration year | 2,028 |
Federal NOL carryforwards | $ 3,037,785 |
2,029 | |
Operating Loss Carryforwards [Line Items] | |
Federal NOL carryforwards, expiration year | 2,029 |
Federal NOL carryforwards | $ 3,753,314 |
2,030 | |
Operating Loss Carryforwards [Line Items] | |
Federal NOL carryforwards, expiration year | 2,030 |
Federal NOL carryforwards | $ 623,235 |
2,031 | |
Operating Loss Carryforwards [Line Items] | |
Federal NOL carryforwards, expiration year | 2,031 |
Federal NOL carryforwards | $ 5,435,312 |
2,032 | |
Operating Loss Carryforwards [Line Items] | |
Federal NOL carryforwards, expiration year | 2,032 |
Federal NOL carryforwards | $ 10,913,787 |
2,033 | |
Operating Loss Carryforwards [Line Items] | |
Federal NOL carryforwards, expiration year | 2,033 |
Federal NOL carryforwards | $ 12,095,966 |
2,034 | |
Operating Loss Carryforwards [Line Items] | |
Federal NOL carryforwards, expiration year | 2,034 |
Federal NOL carryforwards | $ 14,190,409 |
2,035 | |
Operating Loss Carryforwards [Line Items] | |
Federal NOL carryforwards, expiration year | 2,035 |
Federal NOL carryforwards | $ 21,120,642 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2015USD ($)Agreement | Dec. 31, 2014USD ($)Agreement | |
Related Party Transaction [Line Items] | ||
Number of consulting agreement | Agreement | 2 | 2 |
Series D Stock Holder | ||
Related Party Transaction [Line Items] | ||
Consulting fees paid to stockholder | $ 0 | $ 99,800 |
Series E Stock Holder | ||
Related Party Transaction [Line Items] | ||
Consulting fees paid to stockholder | $ 0 | $ 99,800 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - LTC - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 21, 2016 | |
Subsequent Event [Line Items] | |||
Agreement commencement period | 2016-03 | ||
Agreement expiration period | 2021-03 | ||
Scenario Forecast | |||
Subsequent Event [Line Items] | |||
Agreement renewal period | 2 years | ||
Agreement termination notice period | 60 days | ||
Number of days material breach remains uncured | 30 days | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Non-cancellable purchase order value | $ 250,000 |