Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2018 | |
Document And Entity Information [Abstract] | |
Entity Registrant Name | NEPHROS INC |
Entity Central Index Key | 1,196,298 |
Document Type | S1 |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2018 |
Entity Filer Category | Smaller Reporting Company |
Trading Symbol | NEPH |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash | $ 1,819 | $ 2,194 | $ 275 |
Accounts receivable, net | 678 | 836 | 388 |
Investment in lease, net-current portion | 26 | 20 | 27 |
Inventory, net | 928 | 674 | 479 |
Prepaid expenses and other current assets | 63 | 85 | 95 |
Total current assets | 3,514 | 3,809 | 1,264 |
Property and equipment, net | 35 | 52 | 70 |
Investment in lease, net-less current portion | 34 | 39 | 61 |
License and supply agreement, net | 1,038 | 1,072 | 1,262 |
Other asset | 11 | 11 | 21 |
Total assets | 4,632 | 4,983 | 2,678 |
Current liabilities: | |||
Secured revolving credit facility | 150 | 711 | |
Current portion of secured note payable | 184 | ||
Accounts payable | 1,069 | 872 | 585 |
Accrued expenses | 328 | 218 | 240 |
Deferred revenue, current portion | 70 | 70 | |
Total current liabilities | 1,731 | 1,871 | 895 |
Secured note payable, net of current portion | 1,003 | ||
Unsecured long-term note payable, net of debt issuance costs and debt discount of $233 and $349, respectively | 954 | 838 | |
Long-term portion of deferred revenue | 208 | 278 | |
Total liabilities | 2,734 | 3,033 | 2,011 |
Commitments and Contingencies (Note 13) | |||
Stockholders' equity: | |||
Preferred stock, value | |||
Common stock, value | 57 | 55 | 50 |
Additional paid-in capital | 124,018 | 122,924 | 120,835 |
Accumulated other comprehensive income | 80 | 77 | 67 |
Accumulated deficit | (122,257) | (121,106) | (120,285) |
Total stockholders' equity | 1,898 | 1,950 | 667 |
Total liabilities and stockholders' equity | $ 4,632 | $ 4,983 | $ 2,678 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | |||
Debt discount | $ 0 | $ 233 | $ 349 |
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 | 90,000,000 |
Common stock, shares issued | 57,169,653 | 55,293,267 | 49,782,797 |
Common stock, shares outstanding | 57,169,653 | 55,293,267 | 49,782,797 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net revenue: | ||||
Product revenues | $ 958,000 | $ 690,000 | $ 3,544,000 | $ 2,093,000 |
License, royalty and other revenues | 27,000 | 44,000 | 265,000 | 227,000 |
Total net revenues | 985,000 | 734,000 | 3,809,000 | 2,320,000 |
Cost of goods sold | 518,000 | 279,000 | 1,517,000 | 1,026,000 |
Gross margin | 467,000 | 455,000 | 2,292,000 | 1,294,000 |
Operating expenses: | ||||
Research and development | 289,000 | 231,000 | 1,002,000 | 1,079,000 |
Depreciation and amortization | 41,000 | 59,000 | 218,000 | 230,000 |
Selling, general and administrative | 1,260,000 | 770,000 | 3,298,000 | 2,854,000 |
Total operating expenses | 1,590,000 | 1,060,000 | 4,518,000 | 4,163,000 |
Loss from operations | (1,123,000) | (605,000) | (2,226,000) | (2,869,000) |
Loss on extinguishment of debt | (199,000) | |||
Interest expense | (86,000) | (66,000) | (302,000) | (172,000) |
Interest income | 1,000 | 1,000 | 4,000 | 5,000 |
Other income (expense), net | (22,000) | (10,000) | (74,000) | 4,000 |
Loss before income taxes | (2,598,000) | (3,032,000) | ||
Income tax benefit | 1,789,000 | |||
Net loss | (1,429,000) | (680,000) | (809,000) | (3,032,000) |
Other comprehensive income (loss), foreign currency translation adjustments, net of tax | 3,000 | 1,000 | 10,000 | (4,000) |
Total comprehensive loss | $ (1,426,000) | $ (679,000) | $ (799,000) | $ (3,036,000) |
Net loss per common share, basic and diluted | $ (0.03) | $ (0.01) | $ (0.02) | $ (0.06) |
Weighted average common shares outstanding, basic and diluted | 55,568,575 | 49,601,521 | 52,935,728 | 48,583,165 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2015 | $ 49 | $ 119,797 | $ 71 | $ (117,253) | $ (2,664) |
Balance, shares at Dec. 31, 2015 | 48,580,355 | ||||
Net loss | (3,032) | (3,032) | |||
Net unrealized gains (losses) on foreign currency translation, net of tax | (4) | (4) | |||
Issuance of restricted stock | $ 1 | 1 | |||
Issuance of restricted stock, shares | 1,021,763 | ||||
Restricted stock issued to settle liability | 51 | 51 | |||
Restricted stock issued to settle liability, shares | 179,773 | ||||
Exercise of warrants | 1 | 1 | |||
Exercise of warrants, shares | 906 | ||||
Issuance of warrants | 389 | 389 | |||
Noncash stock-based compensation | 597 | 597 | |||
Balance at Dec. 31, 2016 | $ 50 | 120,835 | 67 | (120,285) | 667 |
Balance, shares at Dec. 31, 2016 | 49,782,797 | ||||
Net loss | (809) | (809) | |||
Net unrealized gains (losses) on foreign currency translation, net of tax | 10 | 10 | |||
Issuance of restricted stock | $ 1 | 1 | |||
Issuance of restricted stock, shares | 750,099 | ||||
Restricted stock issued to settle liability | 30 | 30 | |||
Restricted stock issued to settle liability, shares | 67,045 | ||||
Exercise of warrants | 100 | 100 | |||
Exercise of warrants, shares | 333,332 | ||||
Noncash stock-based compensation | 772 | 722 | |||
Cumulative effect of change in accounting principle | 12 | (12) | |||
Issuance of common stock, net of equity issuance costs of $152 | $ 4 | 1,062 | 1,066 | ||
Issuance of common stock, net of equity issuance costs of $152, shares | 4,059,994 | ||||
Issuance of common stock | 113 | 113 | |||
Issuance of common stock, shares | 300,000 | ||||
Balance at Dec. 31, 2017 | $ 55 | 122,924 | 77 | (121,106) | 1,950 |
Balance, shares at Dec. 31, 2017 | 55,293,267 | ||||
Net loss | (1,429) | (1,429) | |||
Net unrealized gains (losses) on foreign currency translation, net of tax | 3 | 3 | |||
Noncash stock-based compensation | 242 | 242 | |||
Cumulative effect of change in accounting principle | 278 | 278 | |||
Issuance of common stock | $ 2 | 852 | 854 | ||
Issuance of common stock, shares | 1,900,000 | ||||
Cashless exercise of stock options | |||||
Cashless exercise of stock options, shares | 22,245 | ||||
Cancelled restricted stock shares | |||||
Cancelled restricted stock shares, shares | (45,859) | ||||
Balance at Mar. 31, 2018 | $ 57 | $ 124,018 | $ 80 | $ (122,257) | $ 1,898 |
Balance, shares at Mar. 31, 2018 | 57,169,653 |
Condensed Consolidated Stateme6
Condensed Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | |||
Equity issuance costs | $ 0 | $ 144 | $ 152 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | ||||
Net loss | $ (1,429) | $ (680) | $ (809) | $ (3,032) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation of property and equipment | 7 | 7 | 28 | 19 |
Amortization of license and supply agreement | 34 | 52 | 190 | 211 |
Non-cash stock-based compensation, including stock options and restricted stock | 242 | 199 | 772 | 551 |
Loss on extinguishment of debt | 199 | |||
Amortization of debt discount | 34 | 26 | 116 | 53 |
Inventory reserve | 50 | 27 | ||
Allowance for doubtful accounts reserve | 2 | 35 | ||
Writeoff of equipment | 10 | |||
(Gain) loss on foreign currency transactions | 7 | 2 | 19 | (4) |
Non-employee stock-based compensation | 46 | |||
(Increase) decrease in operating assets: | ||||
Accounts receivable | 158 | (185) | (416) | (17) |
Inventory | (304) | 78 | (195) | (103) |
Prepaid expenses and other current assets | 22 | (26) | 30 | (10) |
Other assets | (10) | |||
Increase (decrease) in operating liabilities: | ||||
Accounts payable | 190 | (226) | 268 | (76) |
Accrued expenses | 111 | 109 | 51 | |
Deferred revenue | (17) | (70) | (69) | |
Net cash used in operating activities | (669) | (659) | (77) | (2,112) |
Investing activities | ||||
Purchases of property and equipment | (45) | |||
Net cash used in investing activities | (45) | |||
Financing activities | ||||
Proceeds from issuance of common stock | 854 | 1,187 | 1,179 | |
Net proceeds from secured revolving credit facility | (561) | 711 | ||
Proceeds from issuance of secured note | 1,187 | |||
Repayment of secured long term note payable | (1,187) | |||
Proceeds from issuance of unsecured note | 1,187 | |||
Proceeds from exercise of warrants | 100 | 1 | ||
Net cash provided by (used in) financing activities | 293 | 1,187 | 1,990 | 1,188 |
Effect of exchange rates on cash | 1 | 6 | (4) | |
Net increase (decrease) in cash | (375) | 528 | 1,919 | (973) |
Cash, beginning of year | 2,194 | 275 | 275 | 1,248 |
Cash, end of year | 1,819 | 803 | 2,194 | 275 |
Supplemental disclosure of cash flow information | ||||
Cash paid for interest expense | 64 | 5 | 148 | 113 |
Cash paid for income taxes | $ 3 | $ 2 | 7 | 11 |
Supplemental disclosure of noncash investing and financing activities | ||||
Purchase of equipment in accrued expenses | 10 | |||
Fair value of warrants issued with unsecured note payable | 393 | |||
Investment in lease receivable, net | 92 | |||
Cost of equipment in sales-type lease | 92 | |||
Restricted stock issued to settle liability | 30 | 51 | ||
Deposit on inventory reclassified from prepaid expenses and other current assets to inventory | 18 | |||
Deposit on property and equipment reclassified from prepaid expenses and other current assets to property and equipment | $ 124 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Statement of Cash Flows [Abstract] | |||
Equity issuance costs | $ 0 | $ 144 | $ 152 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations Nephros, Inc. (“Nephros” or the “Company”) was incorporated under the laws of the State of Delaware on April 3, 1997. The Company was founded by health professionals, scientists and engineers affiliated with Columbia University to develop advanced end stage renal disease (“ESRD”) therapy technology and products. Today, the Company has two FDA-cleared products in the hemodiafiltration (“HDF”) market that deliver therapy to ESRD patients. These are the OLpūr mid-dilution HDF filter or “dialyzer,” designed expressly for HDF therapy, and the OLpūr H2H HDF module, an add-on module designed to allow the most common types of hemodialysis machines to be used for HDF therapy. Beginning in 2009, Nephros introduced an additional, complementary business developing and marketing high performance liquid purification filters to meet the demand for water purification in certain medical markets. The Company’s filters, generally classified as ultrafilters, are primarily used in hospitals for the prevention of infection from water-borne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. The Company is also exploring water purification applications in several commercial markets, including food and beverage, data center cooling, and military field applications. The U.S. facilities, located at 380 Lackawanna Place, South Orange, New Jersey, 07079, are used to house the Company’s corporate headquarters and research facilities. On June 4, 2003, Nephros International Limited was incorporated under the laws of Ireland as a wholly-owned subsidiary of the Company. In August 2003, the Company established a European office in Dublin, Ireland. | Note 1 - Organization and Nature of Operations Nephros, Inc. (“Nephros” or the “Company”) was incorporated under the laws of the State of Delaware on April 3, 1997. The Company was founded by health professionals, scientists and engineers affiliated with Columbia University to develop advanced end stage renal disease (“ESRD”) therapy technology and products. Today, the Company has two FDA-cleared products in the hemodiafiltration (“HDF”) market that deliver therapy to ESRD patients. These are the OLpūr mid-dilution HDF filter or “dialyzer,” designed expressly for HDF therapy, and the OLpūr H2H HDF module, an add-on module designed to allow the most common types of hemodialysis machines to be used for HDF therapy. Beginning in 2009, Nephros introduced an additional, complementary business developing and marketing high performance liquid purification filters, to meet the demand for water purification in certain medical markets. The Company’s filters, generally classified as ultrafilters, are primarily used in hospitals for the prevention of infection from water-borne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. The Company is also exploring water purification applications in several commercial markets, including food and beverage, data center cooling, and military field applications. The U.S. facilities, located at 380 Lackawanna Place, South Orange, New Jersey, 07079, are used to house the Company’s corporate headquarters and research facilities. On June 4, 2003, Nephros International Limited was incorporated under the laws of Ireland as a wholly-owned subsidiary of the Company. In August 2003, the Company established a European office in Dublin, Ireland. |
Basis of Presentation and Liqui
Basis of Presentation and Liquidity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Basis of Presentation and Liquidity | Note 2 - Basis of Presentation and Liquidity Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements. Results for the period ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The condensed consolidated interim financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amount of revenues and expenses, during the reporting period. Actual results could differ materially from those estimates. Included in these estimates are assumptions about the collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, and assumptions used in determining stock compensation such as expected volatility and risk-free interest rate. Liquidity The Company has sustained operating losses and expects such losses to continue over the next several quarters. Net losses from operations since inception have generated an accumulated deficit of approximately $122,257,000 as of March 31, 2018. On April 10, 2018, the Company completed a private placement transaction whereby the Company sold 6,540,669 shares of its common stock for aggregate net proceeds of approximately $2.9 million. The Company believes that its cash and cash equivalents, together with the proceeds from the private placement, will be sufficient to fund the Company’s current operating plan through at least the next twelve months. | Note 2 - Summary of Significant Accounting Policies Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Nephros International Limited. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates in the Preparation of Financial Statements The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amount of revenues and expenses, during the reporting period. Actual results could differ materially from those estimates. Included in these estimates are assumptions about the valuation of the warrant liability, the collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, assumptions used in determining stock compensation such as expected volatility and risk-free interest rate and the ability of the Company to continue as a going concern. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. However, there can be no assurance that the Company will be able to do so. The Company’s recurring losses and difficulty in generating sufficient cash flow to meet its obligations and sustain its operations raise substantial doubt about its ability to continue as a going concern within one year after the date of issuance of these consolidated financial statements. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s current plans intended to mitigate the conditions noted above anticipate continued revenue growth, increasing gross profit, and improving cash flows from operations for the period of twelve months following the date of issuance of these consolidated financial statements. In addition, the Company has approximately $2,194,000 of cash and $289,000 available under its secured revolving credit facility as of December 31, 2017 to meet its obligations and sustain its operations. There can be no assurance, however, that these plans will be achieved and reflected in the Company’s actual performance, nor that the Company’s future cash flows will be sufficient to meet its obligations and commitments. The Company has incurred significant losses from operations in each quarter since inception. If the Company is unable to generate sufficient cash flow from operations in the future to meet its operating requirements and other commitments, the Company will be required to adopt alternatives, such as seeking to raise debt or equity capital, curtailing its planned activities, reducing operating expenses or ceasing its operations. There can be no assurance that any such actions could be effected on a timely basis or on satisfactory terms or at all, or that these actions would enable the Company to continue to satisfy its capital requirements. Recently Adopted Accounting Pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, “Simplifying the Measurement of Inventory,” that requires inventory be measured at the lower of cost and net realizable value and options that currently exist for market value be eliminated. The standard defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation and is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years with early adoption permitted. The guidance should be applied prospectively. The Company adopted ASU 2015-11 during the three months ended March 31, 2017 and the adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes,” that requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by this amendment. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption was permitted and the standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. The Company adopted ASU 2015-17 during the three months ended March 31, 2017 and the adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance was effective for the Company beginning in the first quarter of fiscal year 2017. Early adoption was permitted. The Company adopted ASU 2016-09 during the three months ended March 31, 2017 and elected to recognize forfeitures as they occur. Prior to the adoption of ASU 2016-09, the Company recognized stock-based compensation based on the estimated fair value of the award, net of expected forfeitures. As of January 1, 2017, a cumulative effect adjustment of approximately $12,000 was recognized to reflect the forfeiture rate that had been applied to unvested option awards prior to fiscal year 2017. Concentration of Credit Risk The Company deposits its cash in financial institutions. At times, such deposits may be in excess of insured limits. To date, the Company has not experienced any impairment losses on its cash. The Company also limits its credit risk with respect to accounts receivable by performing credit evaluations when deemed necessary. Major Customers For the year ended December 31, 2017, four customers accounted for 50% of the Company’s revenues. For the year ended December 31, 2016, four customers accounted for 55% of the Company’s revenues. As of December 31, 2017, three customers accounted for 38% of the Company’s accounts receivable. As of December 31, 2016, two customers accounted for 47% of the Company’s accounts receivable. For the year ended December 31, 2017 and 2016, the following customers accounted for the following percentages of the Company’s revenues, respectively: Customer 2017 2016 A 20 % 15 % B 13 % 20 % C 9 % 11 % D 8 % 9 % As of December 31, 2017 and 2016, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer 2017 2016 A 18 % 35 % B 12 % - % C 9 % 12 % Accounts Receivable The Company provides credit terms to customers in connection with purchases of the Company’s products. Management periodically reviews customer account activity in order to assess the adequacy of the allowances provided for potential collection issues and returns. Factors considered include economic conditions, each customer’s payment and return history and credit worthiness. Adjustments, if any, are made to reserve balances following the completion of these reviews to reflect management’s best estimate of potential losses. The allowance for doubtful accounts was approximately $1,000 and $50,000 as of December 31, 2017 and 2016, respectively. There was no allowance for sales returns at December 31, 2017 or 2016. During the year ended December 31, 2017, there were write offs of accounts receivable of approximately $42,000, which were fully reserved. There were no write-offs of accounts receivable to bad debt expense during 2016. Inventory The Company engages third parties to manufacture and package inventory held for sale, takes title to certain inventory once manufactured, and warehouses such goods until packaged for final distribution and sale. Inventory consists of finished goods and raw materials held at the manufacturers’ facilities, and are valued at the lower of cost or net realizable value using the first-in, first-out method. The Company’s inventory reserve requirements are based on factors including the products’ expiration date and estimates for the future sales of the product. If estimated sales levels do not materialize, the Company will make adjustments to its assumptions for inventory reserve requirements. License and Supply Rights The Company’s rights under the License and Supply Agreement with Medica are capitalized and stated at cost, less accumulated amortization, and are amortized using the straight-line method over the term of the License and Supply Agreement. The License and Supply Agreement term is from April 23, 2012 through December 31, 2025. The Company determines amortization periods for licenses based on its assessment of various factors impacting estimated useful lives and cash flows of the acquired rights. Such factors include the expected launch date of the product, the strength of the intellectual property protection of the product and various other competitive, developmental and regulatory issues, and contractual terms. See Note 13 for further discussion. Patents The Company has filed numerous patent applications with the United States Patent and Trademark Office and in foreign countries. All costs and direct expenses incurred in connection with patent applications have been expensed as incurred and are included in selling, general and administrative expenses on the accompanying consolidated statement of operations and comprehensive loss. Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation. These assets are depreciated over their estimated useful lives of three to seven years using the straight line method. Impairment for Long-Lived Assets The Company adheres to Accounting Standards Codification (“ASC”) Topic 360 and periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value. For long-lived assets, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less costs to sell. There were no impairment losses for long-lived assets recorded for the years ended December 31, 2017 and December 31, 2016. Fair Value of Financial Instruments The carrying amounts of cash, accounts receivable, secured revolving credit facility, accounts payable and accrued expenses approximate fair value due to the short-term maturity of these instruments. The carrying amounts of the investment in lease, net, and the unsecured long-term note payable approximate fair value as of December 31, 2017 because those financial instruments bear interest at rates that approximate current market rates for similar agreements with similar maturities and credit. Revenue Recognition Revenue related to product sales is recognized in accordance with ASC Topic 605. Four basic criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. Product revenue is recorded net of returns and allowances. In addition to product revenue, the Company recognizes revenue related to license, royalty and other agreements. During the years ended December 31, 2017 and 2016, the Company recognized approximately $265,000 and $227,000, respectively, related to these agreements of which approximately $210,000 and $183,000, respectively, relates to the License Agreement with Bellco. Royalty revenue recognized related to the Bellco Agreement is recognized as the respective sales occur. License revenue related to the Bellco Agreement is recognized ratably over the term of the agreement. See Note 13 for a further discussion of revenue recognized related to the Company’s License Agreement with Bellco. The Company recognized an additional approximately $55,000 and $44,000 during the years ended December 31, 2017 and December 31, 2016, respectively, from other agreements. Shipping and Handling Costs Shipping and handling costs charged to customers are recorded as cost of goods sold and were approximately $35,000 and $24,000 for the years ended December 31, 2017 and 2016, respectively. Research and Development Costs Research and development costs are expensed as incurred. Stock-Based Compensation The fair value of stock options is recognized as stock-based compensation expense in the Company’s consolidated statement of operations and comprehensive loss. The Company calculates employee stock-based compensation expense in accordance with ASC 718. The Company accounts for stock option grants to consultants under the provisions of ASC 505-50, and as such, these stock options are revalued at each reporting period through the vesting period. The fair value of the Company’s stock option awards are estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. The fair value of stock-based awards is amortized over the vesting period of the award. Warrants The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants that allow for cash settlement or provide for anti-dilution of the warrant exercise price under certain conditions are accounted for as derivative liabilities. Amortization of Debt Issuance Costs The Company accounts for debt issuance costs in accordance with ASU 2015-03, which requires that costs paid directly to the issuer of a recognized debt liability be reported in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company amortizes the debt discount, including debt issuance costs, in accordance with ASC 835, Interest, over the term of the associated debt. See Note 7 for a discussion of the Company’s unsecured long-term note payable. Other Income (Expense), net Other expense of approximately $74,000 and other income of approximately $4,000 for the years ended December 31, 2017 and 2016, respectively, is primarily due to foreign currency transaction gains and losses. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, which requires accounting for deferred income taxes under the asset and liability method. Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable in future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. For financial reporting purposes, the Company has incurred a loss in each period since its inception. Based on available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2017 and 2016. ASC Topic 740 prescribes, among other things, a recognition threshold and measurement attributes for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a company’s income tax return. ASC 740 utilizes a two-step approach for evaluating uncertain tax positions. Step one, or recognition, requires a company to determine if the weight of available evidence indicates a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. Step two, or measurement, is based on the largest amount of benefit, which is more likely than not to be realized on settlement with the taxing authority. The Company is subject to income tax examinations by major taxing authorities for all tax years subsequent to 2013. During the years ended December 31, 2017 and 2016, the Company recognized no adjustments for uncertain tax positions. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulation and interpretations, thereof. In December 2017, the SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which allows the Company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Since the Tax Cuts and Jobs Act of 2017 was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretations are expected over the next 12 months, the Company considers the accounting of the transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and ongoing analysis of its final tax positions for the year ended December 31, 2017. The Company expects to complete its analysis within the measurement period in accordance with SAB 118. The Company received approximately $1,789,000 in December 2017 from the sale of net operating loss and research and development credit carryforwards under the New Jersey Economic Development Authority Technology Business Tax Certificate Transfer Program. These amounts are recorded on the consolidated financial statements as income tax benefit in the year they are received. See Note 9 for further discussion. Net Income (Loss) per Common Share Basic income (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted earnings (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the exercise of stock options and warrants, as applicable. The Company calculates dilutive potential common shares using the treasury stock method, which assumes the Company will use the proceeds from the exercise of stock options and warrants to repurchase shares of common stock to hold in its treasury stock reserves. The following securities have been excluded from the dilutive per share computation as they are antidilutive: December 31, 2017 2016 Shares underlying options outstanding 6,770,777 4,592,347 Shares underlying warrants outstanding 7,099,010 3,291,149 Unvested restricted stock 799,387 957,336 Foreign Currency Translation Foreign currency translation is recognized in accordance with ASC Topic 830. The functional currency of Nephros International Limited is the Euro and its translation gains and losses are included in accumulated other comprehensive income. The balance sheet is translated at the year-end rate. The consolidated statements of operations and comprehensive loss are translated at the weighted average rate for the year. Comprehensive Income (Loss) Comprehensive income (loss), as defined in ASC 220, is the total of net income (loss) and all other non-owner changes in equity (or other comprehensive income (loss)). The Company’s other comprehensive income (loss) consists only of foreign currency translation adjustments. Recent Accounting Pronouncements, Not Yet Effective In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” related to revenue recognition. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to be entitled to in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in prior accounting guidance. ASU 2014-09 provides alternative methods of initial adoption, and was effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption was not permitted. In August, 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers: Deferral of the Effective Date”. The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. In March, April and May 2016, the FASB issued ASU No. 2016-08, ASU No. 2016-10 and ASU No. 2016-12, respectively, which clarify implementation guidance, including the guidance on principal versus agent considerations, performance obligations and licensing and assessments of collectability and noncash considerations. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to fiscal years beginning after December 15, 2017, including interim reporting periods within that fiscal year. The Company will adopt the new revenue recognition standard as of January 1, 2018 using the modified retrospective method, which requires the cumulative effect of adoption, if any, to be recognized as an adjustment to opening retained earnings in the period of adoption. The majority of the Company’s revenue relates to the sale of finished products to various customers, and the adoption will not have any impact on revenue recognized from these transactions. The Company has finalized its analysis of the impact on certain less significant transactions involving third-party arrangements, and as a result of the analysis, the Company will accelerate the remaining approximately $278,000 of deferred revenue to be recognized under the Bellco agreement as a cumulative effect adjustment to opening retained earnings as of January 1, 2018. In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” that modifies certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The accounting standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. The Company will adopt the guidance as of January 1, 2018 and the guidance will not have a significant impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases”, that discusses how an entity should account for lease assets and lease liabilities. The guidance specifies that an entity who is a lessee under lease agreements should recognize lease assets and lease liabilities for those leases classified as operating leases under previous FASB guidance. Accounting for leases by lessors is largely unchanged under the new guidance. The guidance is effective for us beginning in the first quarter of 2019. Early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for us beginning in the first quarter of fiscal year 2020. Early adoption is permitted beginning in the first quarter of fiscal year 2019. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows in order to reduce diversity in practice. The guidance is effective for the Company beginning in the first quarter of fiscal year 2018. Early adoption is permitted. The Company will adopt the guidance as of January 1, 2018 and it will not have a significant impact on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-17, “Restricted Cash,” which clarifies how restricted cash is presented and classified in the statement of cash flows. The guidance is effective for us beginning in the first quarter of fiscal year 2018. Early adoption is permitted. The Company will adopt the guidance as of January 1, 2018 and it will not have a significant impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business,” which clarifies the definition of a business in a business combination. The guidance is effective for us beginning in the first quarter of fiscal year 2018. Early adoption is permitted. The Company will adopt the guidance as of January 1, 2018 and it will not have a significant impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which simplifies the test for goodwill impairment. The guidance is effective for us beginning in the first quarter of fiscal year 2020. Early adoption is permitted for interim or annual goodwill impairments tests after January 1, 2017. The Company will adopt the guidance as of January 1, 2020 and it will not have a significant impact on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation” which requires modification accounting to be used on shared-based payment award if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. The guidance is effective for the Company beginning in the first quarter of fiscal year 2018. The Company will adopt the guidance as of January 1, 2018 and it will not have a significant impact on its consolidated financial statements. |
Major Customers and Concentrati
Major Customers and Concentration of Credit Risk | 3 Months Ended |
Mar. 31, 2018 | |
Risks and Uncertainties [Abstract] | |
Major Customers and Concentration of Credit Risk | Note 3 - Major Customers and Concentration of Credit Risk For the three months ended March 31, 2018, three customers accounted for 37% of the Company’s revenues. For the three months ended March 31, 2017, three customers accounted for 48% of the Company’s revenues. As of March 31, 2018, three customers accounted for 36% of the Company’s accounts receivable. As of December 31, 2017, three customers accounted for 34% of the Company’s accounts receivable. For the three months ended March 31, 2018 and 2017, the following customers accounted for the following percentages of the Company’s revenues, respectively: Customer 2018 2017 A 16 % 25 % B 13 % 13 % C 8 % 10 % As of March 31, 2018 and December 31, 2017, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer March 31, 2018 December 31, 2017 D 14 % 5 % B 14 % 18 % E 8 % 11 % The Company provides credit terms to customers in connection with purchases of the Company’s products. Management periodically reviews customer account activity in order to assess the adequacy of the allowances provided for potential collection issues and returns. Factors considered include economic conditions, each customer’s payment and return history and credit worthiness. Adjustments, if any, are made to reserve balances following the completion of these reviews to reflect management’s best estimate of potential losses. The allowance for doubtful accounts was approximately $1,000 as of March 31, 2018 and December 31, 2017. There was no allowance for sales returns at March 31, 2018 or December 31, 2017. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Note 4 - Revenue Recognition The Company adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, as of January 1, 2018 using the modified retrospective method. ASC 606 prescribes a five step model for recognizing revenue which includes (i) identifying contracts with customers; (ii) identifying performance obligations; (iii) determining the transaction price; (iv) allocating the transaction price and (v) recognizing revenue. The Company recognizes revenue related to product sales when product is shipped via external logistics provider and the other criteria of ASC 606 are met. Product revenue is recorded net of returns and allowances. In addition to product revenue, the Company recognizes revenue related to license, royalty and other agreements in accordance with the five step model in ASC 606. During the three months ended March 31, 2018 and 2017, the Company recognized a total of approximately $27,000 and $44,000, respectively, related to the license agreement with Bellco. In accordance with the adoption of ASC 606, the remaining deferred revenue of approximately $278,000 related to license revenue as of December 31, 2017 was recognized as a cumulative effect adjustment to accumulated deficit as of January 1, 2018. During the three months ended March 31, 2017, approximately $17,000 was recognized as license revenue. The Company recognized royalty income from Bellco pursuant to the license agreement of approximately $27,000 for each of the three months ended March 31, 2018 and 2017. The following table presents the Company’s revenue for the three months ended March 31, 2018 under the ASC 606 model as compared to revenue under the previous guidance: Revenue as reported Revenue under previous guidance Difference Product revenue $ 958,000 $ 958,000 $ - Royalty revenue under the License Agreement with Bellco 27,000 27,000 - License revenue under the License Agreement with Bellco (1) - 17,000 (17,000 ) Total net revenues $ 985,000 $ 1,002,000 $ (17,000 ) (1) Under ASC 606, amounts received related to the license under the Bellco license agreement would have been recognized.as revenue at the time that the license was transferred, which was at the time the payments were received by the Company. Under previous guidance, amounts received under the Bellco license agreement were deferred and recognized as revenue over the term of the Bellco license agreement. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 5 - Fair Value of Financial Instruments The carrying amounts of cash, accounts receivable, secured revolving credit facility, accounts payable and accrued expenses approximate fair value due to the short-term maturity of these instruments. The carrying amounts of the investment in lease, net, the secured long-term note payable and the unsecured long-term note payable approximate fair value as of March 31, 2018 and December 31, 2017 because those financial instruments bear interest at rates that approximate current market rates for similar agreements with similar maturities and credit. |
Stock Plans, Share-Based Paymen
Stock Plans, Share-Based Payments and Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock Plans, Share-Based Payments and Warrants | Note 6 - Stock Plans and Share-Based Payments Stock Options The fair value of stock options is recognized as stock-based compensation expense in the Company’s condensed consolidated statement of operations and comprehensive loss. The Company calculates employee stock-based compensation expense in accordance with ASC 718. The Company accounts for stock option grants to consultants under the provisions of ASC 505-50, and as such, these stock options are revalued at each reporting period through the vesting period. The fair value of the Company’s stock option awards is estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. The fair value of stock-based awards is amortized over the vesting period of the award. Stock-Based Compensation Stock-based compensation expense related to stock option grants was approximately $130,000 and $102,000 for the three months ended March 31, 2018 and 2017, respectively. For the three months ended March 31, 2018, approximately $120,000 and approximately $10,000 are included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying condensed consolidated statement of operations and comprehensive loss. During the three months ended March 31, 2018, previously issued stock options were modified for an employee who is no longer employed with the Company. As a result of this modification, approximately $12,000 was recognized as stock option modification expense and included in research and development expenses on the accompanying condensed consolidated statement of operations and comprehensive loss. The remaining income recorded as stock-based compensation included in research and development expenses of approximately $2,000 is primarily due to the reversal of expense due to the forfeiture of unvested stock options. For the three months ended March 31, 2017, approximately $94,000 and approximately $8,000 are included in selling, general and administrative expenses and research and development expenses, respectively, on the accompanying condensed consolidated statements of operations and comprehensive loss. There was no tax benefit related to expense recognized in the three months ended March 31, 2018 and 2017, as the Company is in a net operating loss position. As of March 31, 2018, there was approximately $1,179,000 of total unrecognized compensation cost related to unvested share-based compensation awards granted under the equity compensation plans. Approximately $230,000 of the $1,179,000 total unrecognized compensation will be recognized at the time that certain performance conditions are met. The remaining unrecognized compensation expense of approximately $949,000 will be amortized over the weighted average remaining requisite service period of 2.2 years. Such amount does not include the effect of future grants of equity compensation, if any. Restricted Stock Total stock-based compensation expense for restricted stock grants was approximately $112,000 and $97,000 for the three months ended March 31, 2018 and 2017, respectively. Approximately $100,000 and $97,000 is included in selling, general and administrative expenses on the accompanying condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2018 and 2017, respectively. Approximately $12,000 is included in research and development expenses on the accompanying condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2018. As of March 31, 2018, there was approximately $103,000 of unrecognized compensation expense related to the restricted stock awards, which is expected to be recognized over the next three months. | Note 10 - Stock Plans, Share-Based Payments and Warrants Stock Plans In 2015, the Board of Directors adopted the Nephros, Inc. 2015 Equity Incentive Plan (“2015 Plan”) and reserved and authorized 7,000,000 shares of common stock for issuance pursuant to stock options, restricted stock and other equity incentive awards to the Company’s employees, directors and consultants. In December 2017, the Board of Directors approved an amendment to the 2015 Plan increasing the number of shares of common stock authorized thereunder to 10,000,000 shares. The maximum contractual term for stock options granted under the 2015 Plan is 10 years. As of December 31, 2017, 5,168,598 options had been issued to employees under the 2015 Plan and were outstanding. The options issued to employees expire on various dates between May 15, 2025 and December 20, 2027. As of December 31, 2017, 442,793 options issued to non-employees under the 2015 Plan were outstanding and will expire on various dates between May 31, 2021 and December 20, 2027. Taking into account all options and restricted stock granted under the 2015 Plan, there are 1,752,135 shares available for future grant under the 2015 Plan. Options currently outstanding are fully vested or will vest upon a combination of the following: immediate vesting, performance-based vesting or straight line vesting of two or four years. Of the 5,611,391 options granted, 2,103,865 options will vest when specified performance criteria are met. The Company’s previously adopted and approved plan, the 2004 Stock Incentive Plan (“2004 Plan”), expired in the year ended December 31, 2014. As of December 31, 2017, 368,025 options had been issued to employees under the 2004 Plan and were outstanding. The options expire on various dates between January 6, 2019 and February 5, 2024. As of December 31, 2017, 791,361 options had been issued to non-employees under the 2004 Plan and were outstanding. Such options expire at various dates between January 8, 2020 and November 17, 2024. No shares are available for future grants under the 2004 Plan. Options currently outstanding are fully vested or are currently vesting over a period of four years. Share-Based Payments Expense is recognized over the vesting period of the options. Stock-based compensation expense recognized for the years ended December 31, 2017 and 2016 was approximately $456,000 and $388,000, respectively. Approximately $5,000 of total stock-based compensation expense recognized during the year ended December 31, 2016 is the result of a modification of stock options awards issued to a non-employee director who is no longer serving as a director for the Company. Approximately $426,000 and $363,000 has been recognized in selling, general and administrative expenses on the consolidated statement of operations and comprehensive loss for the years ended December 31, 2017 and 2016, respectively. Approximately $30,000 and $25,000 has been recognized in research and development expenses on the consolidated statement of operations and comprehensive loss for the years ended December 31, 2017 and 2016, respectively. The following table summarizes the option activity for the years ended December 31, 2017 and 2016: Shares Weighted Average Exercise Price Outstanding at December 31, 2015 4,303,638 $ 0.65 Options granted 510,520 0.37 Options forfeited or expired (221,811 ) 1.04 Outstanding at December 31, 2016 4,592,347 0.60 Options granted 2,311,542 0.44 Options forfeited or expired (133,112 ) 0.77 Outstanding at December 31, 2017 6,770,777 $ 0.55 The following table summarizes the options exercisable and vested and expected to vest as of December 31, 2017 and 2016: Shares Weighted Average Exercise Price Exercisable at December 31, 2016 1,866,019 $ 0.70 Vested and expected to vest at December 31, 2016 4,434,220 $ 0.61 Exercisable at December 31, 2017 2,271,527 $ 0.65 Vested and expected to vest at December 31, 2017 6,509,821 $ 0.55 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the below assumptions for the risk-free interest rates, expected dividend yield, expected lives and expected stock price volatility. Option Pricing Assumptions Grant Year 2017 2016 Stock Price Volatility 104.56 % 114.63 % Risk-Free Interest Rates 2.19 % 1.81 % Expected Life (in years) 6.11 5.83 Expected Dividend Yield 0 % 0 % Expected volatility is based on historical volatility of the Company’s common stock at the time of grant. The risk-free interest rate is based on the U.S. Treasury yields in effect at the time of grant for periods corresponding with the expected life of the options. For the expected life, the Company is using the simplified method as described in the SEC Staff Accounting Bulletin 107. This method assumes that stock option grants will be exercised based on the average of the vesting periods and the option’s life. The weighted-average fair value of options granted in 2017 and 2016 is $0.36 and $0.31, respectively. The aggregate intrinsic values of stock options outstanding and stock options vested or expected to vest as of December 31, 2017 are approximately $170,000 and $162,000, respectively. A stock option has intrinsic value, at any given time, if and to the extent that the exercise price of such stock option is less than the market price of the underlying common stock at such time. The weighted-average remaining contractual life of options vested or expected to vest is 7.8 years. The aggregate intrinsic values of stock options outstanding and of stock options vested or expected to vest as of December 31, 2016 are approximately $25,000 and $24,000, respectively. A stock option has intrinsic value, at any given time, if and to the extent that the exercise price of such stock option is less than the market price of the underlying common stock at such time. The weighted-average remaining contractual life of options vested or expected to vest is 7.8 years. As of December 31, 2017, there was approximately $1,357,000 of total unrecognized compensation cost related to unvested share-based compensation awards granted under the equity compensation plans. Approximately $230,000 of the $1,357,000 total unrecognized compensation will be recognized at the time if and when certain performance conditions are met. The remaining approximately $1,127,000 will be amortized over the weighted average remaining requisite service period of 2.3 years. Restricted Stock Issued to Employees and Directors The Company has issued restricted stock as compensation for the services of certain employees and non-employee directors. The grant date fair value of restricted stock was based on the fair value of the common stock on the date of grant, and compensation expense is recognized based on the period in which the restrictions lapse. The following table summarizes restricted stock activity for the year end December 31, 2017 and 2016: Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2015 501,182 $ 0.46 Granted 1,047,109 0.35 Vested (590,955 ) 0.46 Nonvested at December 31, 2016 957,336 0.35 Granted 817,144 0.50 Vested (975,093 ) 0.35 Nonvested at December 31, 2017 799,387 $ 0.50 The total fair value of restricted stock which vested during the years ended December 31, 2017 and 2016 was approximately $345,000 and $291,000, respectively. Total stock-based compensation expense for the restricted stock granted to employees and non-employee directors was approximately $316,000 and $163,000, respectively, for the years ended December 31, 2017 and December 31, 2016. Approximately $264,000 and $163,000 is included in selling, general and administrative expenses on the accompanying consolidated statement of operations and comprehensive loss for the years ended December 31, 2017 and 2016, respectively. Approximately $52,000 is included in research and development expenses on the accompanying consolidated statement of operations and comprehensive loss for the year ended December 31, 2017. Approximately $30,000 and $51,000 of stock-based compensation expense was recognized in years ended December 31, 2016 and 2015, respectively, related to restricted stock granted to employees for the years ended December 31, 2017 and 2016, respectively, to settle liabilities for services incurred in the respective prior fiscal years. As of December 31, 2017, there was approximately $238,000 of unrecognized compensation expense related to the restricted stock awards, which is expected to be recognized over the next six months. Restricted Stock Issued to Nonemployees In March 2016, 57,143 shares of restricted stock, with a fair value of approximately $16,000, were issued as payment for consulting services to be provided through December 2016. The Company recorded approximately $16,000 of selling, general and administrative expense during the year ended December 31, 2016. The restricted stock vested on June 15, 2016. In March 2016, 38,461 shares of restricted stock, with a fair value of approximately $10,000, were issued as payment for consulting services to be provided during the fiscal year ended December 31, 2016. The Company recorded approximately $10,000 of selling, general and administrative expense during the year ended December 31, 2016. The restricted stock vested on September 30, 2016. In January 2016, 58,823 shares of restricted stock, with a fair value of approximately $20,000, were issued as payment for consulting services to be provided through December 2016. The Company recorded approximately $20,000 of selling, general and administrative expense during the year ended December 31, 2016. The restricted stock vested on April 12, 2016. Warrants The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants are accounted for as derivative liabilities if the stock warrants allow for cash settlement or provide for modification of the warrant exercise price in the event that subsequent sales of common stock are at a lower price per share than the then-current warrant exercise price. The Company classifies derivative warrant liabilities on the balance sheet as a long-term liability, which is measured to fair value at each balance sheet date subsequent to the initial issuance of the stock warrant. The following table summarizes certain terms of all of the Company’s outstanding warrants at December 31, 2017 and 2016: Total Outstanding Warrants Exercise Total Common Shares Issuable as of December 31, Title of Warrant Date Issued Expiry Date Price 2017 2016 Equity-classified warrants May 2015 – private placement warrants 3/18/2015 3/18/2020 $ 0.85 917,149 917,149 June 2016 – Note and Warrant Agreement 6/7/2016 6/7/2021 $ 0.30 2,374,000 2,374,000 March 2017 – private placement warrants 3/22/2017 3/22/2022 $ 0.30 3,807,861 - Total 7,099,010 3,291,149 The weighted average exercise price of the outstanding warrants was $0.37 as of December 31, 2017 and $0.45 as of December 31, 2016. Warrants Exercised During 2017 and 2016 During the year ended December 31, 2017, 333,332 warrants were exercised, resulting in proceeds of approximately $100,000 and the issuance of 333,332 shares of the Company’s common stock. During the year ended December 31, 2016, 19,621 warrants were exercised, resulting in proceeds of approximately $1,000 and the issuance of 906 shares of the Company’s common stock. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Warrants | Note 7 - Warrants There were no warrants exercised during the three months ended March 31, 2018 or 2017. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | Note 8 - Net Income (Loss) per Common Share Basic income (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted earnings (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the exercise of stock options and warrants, as applicable. The Company calculates dilutive potential common shares using the treasury stock method, which assumes the Company will use the proceeds from the exercise of stock options and warrants to repurchase shares of common stock to hold in its treasury stock reserves. The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be anti-dilutive: March 31, 2018 2017 Shares underlying warrants outstanding 7,099,010 7,432,342 Shares underlying options outstanding 6,474,527 5,040,306 Unvested restricted stock 753,528 584,467 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Note 9 – Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” related to revenue recognition. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to be entitled to in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in prior accounting guidance. ASU 2014-09 provides alternative methods of initial adoption and was to be effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption was not permitted. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers: Deferral of the Effective Date”. The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. In March, April and May 2016, the FASB issued ASU No. 2016-08, ASU No. 2016-10 and ASU No. 2016-12, respectively, which clarify implementation guidance, including the guidance on principal versus agent considerations, performance obligations and licensing and assessments of collectability and noncash considerations. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to fiscal years beginning after December 15, 2017, including interim reporting periods within that fiscal year. The Company adopted the new revenue recognition standard as of January 1, 2018 using the modified retrospective method, which requires the cumulative effect of adoption, if any, to be recognized as an adjustment to opening accumulated deficit in the period of adoption. The majority of the Company’s revenue relates to the sale of finished products to various customers, and the adoption did not have any impact on revenue recognized from these transactions. The Company completed its analysis of the impact on certain less significant transactions involving third-party arrangements, and as a result of the analysis, the Company accelerated the remaining approximately $278,000 of deferred revenue to be recognized under the Bellco license agreement as of December 31, 2017 and recorded a cumulative effect adjustment to opening accumulated deficit as of January 1, 2018. In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” that modifies certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The accounting standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption was permitted. The Company adopted this guidance as of January 1, 2018 and the guidance did not have an impact on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows in order to reduce diversity in practice. The guidance was effective for the Company beginning in the first quarter of fiscal year 2018. Early adoption was permitted. The Company adopted the guidance as of January 1, 2018 and the guidance did not have a significant impact on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, “Restricted Cash,” which clarifies how restricted cash is presented and classified in the statement of cash flows. The guidance was effective for the Company beginning in the first quarter of fiscal year 2018. Early adoption was permitted. The Company adopted the guidance as of January 1, 2018 and the guidance did not have an impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business,” which clarifies the definition of a business in a business combination. The guidance was effective for the Company beginning in the first quarter of fiscal year 2018. Early adoption was permitted. The Company adopted the guidance as of January 1, 2018 and the guidance did not have an impact on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation” which requires modification accounting to be used on shared-based payment awards if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. The guidance was effective for the Company beginning in the first quarter of fiscal year 2018. The Company adopted the guidance as of January 1, 2018 and the guidance did not have an impact on its consolidated financial statements. Recent Accounting Pronouncements, Not Yet Effective In February 2016, the FASB issued ASU No. 2016-02, “Leases,” that discusses how an entity should account for lease assets and lease liabilities. The guidance specifies that an entity who is a lessee under lease agreements should recognize lease assets and lease liabilities for those leases classified as operating leases under previous FASB guidance. Accounting for leases by lessors is largely unchanged under the new guidance. The guidance is effective for the Company beginning in the first quarter of 2019. Early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is assessing the impact of adopting this guidance on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted beginning in the first quarter of fiscal year 2019. The Company is assessing the impact of adopting this guidance on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which simplifies the test for goodwill impairment. The guidance is effective for the Company beginning in the first quarter of fiscal year 2020. Early adoption is permitted for interim or annual goodwill impairments tests after January 1, 2017. The Company is assessing the impact of adopting this guidance on its consolidated financial statements. |
Inventory, Net
Inventory, Net | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | ||
Inventory, Net | Note 10 – Inventory, net Inventory is stated at the lower of cost or net realizable value using the first-in, first-out method and consists of raw materials and finished goods. The Company’s inventory as of March 31, 2018 and December 31, 2017 was as follows: March 31, 2018 December 31, 2017 (Unaudited) (Audited) Finished goods $ 936,000 $ 654,000 Raw materials 73,000 51,000 Less: inventory reserve (81,000 ) (31,000 ) Total inventory, net $ 928,000 $ 674,000 | Note 3 - Inventory, net The Company’s inventory components as of December 31, 2017 and 2016 were as follows: December 31, 2017 2016 Finished goods $ 654,000 $ 528,000 Raw material 51,000 - Less: inventory reserve (31,000 ) (49,000 ) Total inventory, net $ 674,000 $ 479,000 |
Secured Note Payable
Secured Note Payable | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Secured Note Payable | Note 11 – Secured Note Payable On March 27, 2018, the Company entered into a Secured Promissory Note (the “Secured Note”) with Tech Capital, LLC (“Tech Capital”) for a principal amount of $1,187,000. As of March 31, 2018, the principal balance of the Secured Note was approximately $1,187,000. The Company used these proceeds to repay the Company’s 11% unsecured promissory notes issued pursuant to the Note and Warrant Agreement dated June 3, 2016 (see Note 13 below). The Secured Note has a maturity date of April 1, 2023. The unpaid principal balance accrues interest at a rate of 8% per annum. Principal and interest payments are due on the first day of each month commencing on May 1, 2018. The Secured Note is subject to the terms and conditions of and is secured by security interests granted by the Company in favor of Tech Capital under the Loan and Security Agreement between the Company and Tech Capital, dated August 16, 2017 and all of the riders and amendments thereto (the “Loan Agreement”) (see Note 12 below). An event of default under such Loan Agreement shall be an event of default under the Secured Note, and vice versa. In the event the principal balance under the Loan Agreement is due, all amounts due under the Secured Note shall also be due. Debt issuance costs of approximately $6,000 were recognized as interest expense on the condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2018. |
Secured Revolving Credit Facili
Secured Revolving Credit Facility | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Secured Revolving Credit Facility | Note 12 – Secured Revolving Credit Facility On August 17, 2017, the Company entered into the Loan Agreement with Tech Capital. The Loan Agreement provides for a secured asset-based revolving credit facility of up to $1,000,000, which the Company may draw upon and repay from time to time during the term of the Loan Agreement. The outstanding principal balance of the Loan Agreement was approximately $150,000 and approximately $711,000 as of March 31, 2018 and December 31, 2017, respectively. The Company is using these proceeds for working capital and general corporate purposes. The Loan Agreement has a term of 12 months, which will automatically renew for successive 12-month periods unless cancelled. Availability under the Loan Agreement will be based upon periodic borrowing base certifications valuing certain of the Company’s accounts receivable and inventory. Outstanding borrowings under the Loan Agreement accrue interest, which shall be payable monthly based on the average daily outstanding balance, at a rate equal to 3.5% plus the prime rate per annum, provided that such prime rate shall not be less than 4.25% per annum. As of March 31, 2018, the current interest rate was 8.25% per annum. The Company also granted to Tech Capital a first priority security interest in its assets, including its accounts receivable and inventory, to secure all of its obligations under the Loan Agreement. In addition, Nephros International Limited, the Company’s wholly-owned subsidiary, unconditionally guaranteed the Company’s obligations under the Loan Agreement. For the three months ended March 31, 2018, approximately $6,000 was recognized as interest expense on the condensed consolidated statement of operations and comprehensive loss. As of March 31, 2018, approximately $2,000 of the $6,000 of interest expense incurred is included in accrued expenses on the condensed consolidated balance sheet. | Note 6 – Secured Revolving Credit Facility On August 17, 2017, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Tech Capital, LLC (the “Lender”). The Loan Agreement provides for a secured asset-based revolving credit facility of up to $1,000,000, which the Company may draw upon and repay from time to time during the term of the Loan Agreement (the “Credit Facility”). As of December 31, 2017, the principal balance of the Credit Facility was approximately $711,000. The Company is using these proceeds for working capital and general corporate purposes. The Loan Agreement has a term of 12 months, which will automatically renew for successive 12-month periods unless cancelled. Availability under the Credit Facility will be based upon periodic borrowing base certifications valuing certain of the Company’s accounts receivable and inventory. Outstanding borrowings under the Credit Facility accrue interest, which shall be payable monthly based on the average daily outstanding balance, at a rate equal to 3.5% plus the prime rate per annum, provided that such prime rate shall not be less than 4.25% per annum. As of December 31, 2017, the current interest rate was 7.75% per annum. The Company also granted to the Lender a first priority security interest in its assets, including its accounts receivable and inventory, to secure all of its obligations under the Credit Facility. In addition, Nephros International Limited, the Company’s wholly-owned subsidiary, unconditionally guaranteed the Company’s obligations under the Credit Facility. In connection with the Loan Agreement, the Company incurred fees of approximately $12,000 related to the issuance of the revolving credit facility. For the year ended December 31, 2017, approximately $29,000 was recognized as interest expense on the consolidated statement of operations and comprehensive loss, which includes the debt issuance costs of approximately $12,000 in addition to interest expense incurred of approximately $17,000 on the revolving facility. As of December 31, 2017, approximately $4,000 of the $17,000 of interest expense incurred is included in accrued expenses on the consolidated balance sheet. |
Unsecured Promissory Notes and
Unsecured Promissory Notes and Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Unsecured Promissory Notes and Warrants | Note 13 – Unsecured Promissory Notes and Warrants On June 7, 2016, the Company entered into a Note and Warrant Agreement (the “Note and Warrant Agreement”) with new creditors as well as existing stockholders under which the Company issued unsecured promissory notes and warrants resulting in total gross proceeds to the Company during June 2016 of approximately $1,187,000. As of December 31, 2017, the portion of the outstanding unsecured promissory notes held by related parties comprised of persons controlled by a member of management and by Lambda Investors LLC (“Lambda”), the majority shareholder, amounted to $30,000 and $300,000, respectively. The outstanding principal under the notes accrues interest at a rate of 11% per annum. The notes required the Company to make interest only payments on a semi-annual basis, with all outstanding principal under the notes being repayable in cash on June 7, 2019, the third anniversary of the date of issuance. In addition to the notes, the Company issued warrants to purchase approximately 2.4 million shares of the Company’s common stock. The portion of the gross proceeds allocated to the warrants of approximately $393,000 was accounted for as additional paid-in capital resulting in a debt discount. The debt discount, which includes approximately $9,000 of debt issuance costs in addition to the fair value of the warrants, is being amortized to interest expense using the effective interest method in accordance with ASC 835 over the term of the Note and Warrant Agreement. Approximately $34,000 and $26,000 was recognized as amortization of debt discount during the three months ended March 31, 2018 and 2017, respectively, and is included in interest expense on the condensed consolidated statement of operations and comprehensive loss. Approximately $30,000 and $33,000 was recognized as interest expense for the three months ended March 31, 2018 and 2017, respectively, for interest payable to noteholders. For each of the three month periods ended March 31, 2018 and 2017, the amount of interest expense recognized related to related parties comprised of entities controlled by a member of management and by Lambda was approximately $1,000 and $8,000, respectively. On March 30, 2018, using proceeds from the Secured Note, the principal balance of the notes was repaid in full. In addition, the remaining accrued interest of approximately $43,000 was paid. While the notes were outstanding, approximately $195,000 of interest was paid to noteholders. The remaining debt discount of approximately $199,000 was written off and recorded as loss on extinguishment of debt in the Company’s condensed consolidated statements of operations and comprehensive loss. | Note 7 - Unsecured Promissory Notes and Warrants On June 7, 2016, the Company entered into a Note and Warrant Agreement (the “Agreement”) with new creditors as well as existing stockholders under which the Company issued unsecured promissory notes (“Notes”) and warrants (“Warrants”) resulting in total gross proceeds to the Company during June 2016 of approximately $1,187,000. As of December 31, 2017, the portion of the outstanding unsecured promissory notes held by related parties comprised of entities controlled by a member of management and by Lambda Investors LLC (“Lambda”), the majority shareholder, amounted to $30,000 and $300,000, respectively. The outstanding principal under the Notes accrues interest at a rate of 11% per annum. The Company is required to make interest only payments on a semi-annual basis, and all outstanding principal under the Notes is repayable in cash on June 7, 2019, the third anniversary of the date of issuance. In addition to the Notes, the Company issued Warrants to purchase approximately 2.4 million shares of the Company’s common stock to the investors in the Agreement. The Warrants have an exercise price of $0.30 per share and are exercisable for 5 years from the issuance date. The Warrants issued under the Agreement are indexed to the Company’s common stock, therefore, the Company is accounting for the Warrants as a component of equity. In connection with the Agreement, the Company incurred approximately $13,000 in legal fees. The approximately $1,187,000 in gross proceeds from the Agreement, along with the legal fees of approximately $13,000, were allocated between the Notes and Warrants based on their relative fair values. The portion of the gross proceeds allocated to the Warrants of approximately $393,000 was accounted for as additional paid-in capital. Approximately $4,000 of the legal fees were allocated to the Warrants and recorded as a reduction to additional paid-in capital. The remainder of the gross proceeds of approximately $794,000, net of the remainder of the fees of approximately $9,000, was allocated to the Notes with the fair value of the Warrants resulting in a debt discount. The debt discount is being amortized to interest expense using the effective interest method in accordance with ASC 835 over the term of the Agreement. Approximately $116,000 and $53,000 was recognized as amortization of debt discount during the fiscal years ended December 31, 2017 and 2016, respectively, and is included in interest expense on the consolidated statement of operations and comprehensive loss. Approximately $133,000 and $77,000 was recognized as interest expense for the fiscal years ended December 31, 2017 and 2016, respectively, for interest payable to noteholders. For the year ended December 31, 2017, the amount of interest expense recognized related to related parties comprised of entities controlled by a member of management and by Lambda was approximately $3,000 and $33,000, respectively. For the year ended December 31, 2016, the amount of interest expense recognized related to related parties comprised of entities controlled by a member of management and by Lambda was approximately $2,000 and $19,000, respectively. As of December 31, 2017, approximately $195,000 of interest has been paid to noteholders and approximately $14,000 of interest is included in accrued expenses on the consolidated balance sheet. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Stockholders' Equity (Deficit) | Note 14 – Stockholders’ Equity March 2017 Private Placement On March 17, 2017, the Company entered into a Securities Purchase Agreement with certain accredited investors identified therein pursuant to which the Company issued and sold in a private placement 4,059,994 units of its securities resulting in gross proceeds to the Company of approximately $1,218,000. Each unit consisted of one share of the Company’s common stock and a five-year warrant to purchase one additional share of common stock. The purchase price for each unit was $0.30. The warrants are exercisable at a price of $0.30 per share and are indexed to the Company’s common stock; therefore, the Company is accounting for the warrants as a component of equity. The portion of the gross proceeds received from certain members of management and existing shareholders amounted to $315,000. Proceeds, net of equity issuance costs of $152,000, recorded as a result of the private placement were approximately $1,066,000. In addition to the equity issuance costs incurred as a result of the private placement, the Company also issued a warrant to purchase 81,199 shares of its common stock to the placement agent engaged in connection with the private placement. The form and terms of the placement agent warrant is substantially the same as the form of warrants issued to the investors under the Securities Purchase Agreement, except that the exercise price is $0.33 per share. July 2015 Purchase Agreement and Registration Rights Agreement On July 24, 2015, the Company entered into both a securities purchase agreement and registration rights agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), an Illinois limited liability company. Under the terms and subject to the conditions of the securities purchase agreement, the Company has the right to sell to Lincoln Park, and Lincoln Park is obligated to purchase, up to $10.0 million in shares of the Company’s common stock, subject to certain limitations, from time to time, over the 36-month period commencing on September 4, 2015. Pursuant to the securities purchase agreement, during the three months ended March 31, 2018 and 2017, the Company issued and sold 1,900,000 and 300,000 shares of common stock, respectively, to Lincoln Park. The issuance of the common shares to Lincoln Park resulted in gross proceeds of $854,000 and $113,000 for the three months ended March 31, 2018 and 2017, respectively. | Note 11 - Stockholders’ Equity (Deficit) March 2017 Private Placement On March 17, 2017, the Company entered into a Securities Purchase Agreement with certain accredited investors identified therein pursuant to which the Company issued and sold in a private placement 4,059,994 units of its securities resulting in gross proceeds to the Company of approximately $1,218,000. Each unit consisted of one share of the Company’s common stock and a five-year warrant to purchase one additional share of common stock. The purchase price for each unit was $0.30. The warrants are exercisable at a price of $0.30 per share and are indexed to the Company’s common stock; therefore, the Company is accounting for the warrants as a component of equity. The portion of the gross proceeds received from certain members of management and existing shareholders amounted to $315,000. Proceeds, net of equity issuance costs of $152,000, recorded as a result of the private placement were approximately $1,066,000. In addition to the equity issuance costs incurred as a result of the private placement, the Company also issued a warrant to purchase 81,199 shares of its common stock to the placement agent engaged in connection with the private placement. The form and terms of the placement agent warrant is substantially the same as the form of warrants issued to the investors under the Securities Purchase Agreement, except that the exercise price is $0.33 per share. July 2015 Purchase Agreement and Registration Rights Agreement On July 24, 2015, the Company entered into a Purchase Agreement, together with a Registration Rights Agreement, with Lincoln Park, an Illinois limited liability company. Under the terms and subject to the conditions of the Purchase Agreement, the Company has the right to sell to and Lincoln Park is obligated to purchase up to $10.0 million in shares of the Company’s common stock, subject to certain limitations, from time to time, over the 36-month period commencing on September 4, 2015. The Company may direct Lincoln Park, at its sole discretion and subject to certain conditions, to purchase up to 100,000 shares of common stock on any business day, provided that at least one business day has passed since the most recent purchase, increasing to up to 200,000 shares depending upon the closing sale price of the common stock (such purchases, “Regular Purchases”). However, in no event shall a Regular Purchase be more than $500,000. The purchase price of shares of common stock related to the future funding will be based on the prevailing market prices of such shares at the time of sales, but in no event will shares be sold to Lincoln Park on a day the common stock closing price is less than the floor price as set forth in the Purchase Agreement. In addition, the Company may direct Lincoln Park to purchase additional amounts as accelerated purchases if on the date of a Regular Purchase the closing sale price of the common stock is not below the threshold price as set forth in the Purchase Agreement. The Company’s sales of shares of common stock to Lincoln Park under the Purchase Agreement are limited to no more than the number of shares that would result in the beneficial ownership by Lincoln Park and its affiliates, at any single point in time, of more than 9.99% of the then-outstanding shares of the common stock. In connection with the Purchase Agreement, the Company issued to Lincoln Park 250,000 shares of common stock for no proceeds. The fair value of the 250,000 shares of common stock issued was approximately $163,000 and was recorded as a commitment fee. Pursuant to the Purchase Agreement, in September 2015, the Company issued and sold an additional 300,000 shares of common stock to Lincoln Park at a per share price of $0.45, resulting in gross proceeds of $135,000. The commitment fee of $163,000 was fully amortized and recorded in additional paid-in capital as of December 31, 2015. The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty. Actual sales of shares of common stock to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the common stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. There are no trading volume requirements or restrictions under the Purchase Agreement. Lincoln Park has no right to require any sales by the Company, but is obligated to make purchases from the Company as the Company directs in accordance with the Purchase Agreement. Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of Company shares. Pursuant to the Purchase Agreement, in January 2017, the Company issued and sold 300,000 shares of common stock to Lincoln Park resulting in gross proceeds of $113,000. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 15 – Commitments and Contingencies Manufacturing and Suppliers The Company has not, and does not intend in the near future, to manufacture any of its products and components. With regard to the OLpūr MD190 and MD220, on June 27, 2011, the Company entered into a license agreement, effective July 1, 2011, with Bellco S.r.l., an Italy-based supplier of hemodialysis and intensive care products, for the manufacturing, marketing and sale of our patented mid-dilution dialysis filters (the “Products”). Under the agreement, Nephros granted Bellco a license to manufacture, market and sell the Products under its own name, label and CE mark in Italy, France, Belgium, Spain and Canada on an exclusive basis, and to do the same on a non-exclusive basis in the United Kingdom and Greece and, upon our written approval, other European countries where the Company does not sell the Products as well as non-European countries (referred to as the “Territory”). On February 19, 2014, the Company entered into the first amendment to the license agreement with Bellco, pursuant to which the Company and Bellco agreed to extend the term of the license agreement from December 31, 2016 to December 31, 2021. The first amendment also expands the Territory covered by the License Agreement to include, on an exclusive basis, Sweden, Denmark, Norway and Finland and on a non-exclusive basis, Korea, Mexico, Brazil, China and the Netherlands. The first amendment further provides new minimum sales targets which, if not satisfied, will, at the discretion of the Company, result in conversion of the license to non-exclusive status. The Company has agreed to reduce the fixed royalty payment payable to the Company for the period beginning on January 1, 2015 through and including December 31, 2021. Beginning on January 1, 2015 through and including December 31, 2021, Bellco will pay the Company a royalty based on the number of units of Products sold per year in the Territory as follows: for the first 125,000 units sold in total, €1.75 (approximately $2.10) per unit; thereafter, €1.25 (approximately $1.50) per unit. In addition, the first amendment provides that, in the event that the Company pursues a transaction to sell, assign or transfer all right, title and interest to the licensed patents to a third party, the Company will provide Bellco with written notice thereof and a right of first offer with respect to the contemplated transaction for a period of 30 days. In accordance with the adoption of ASC 606, the remaining deferred revenue of approximately $278,000 related to license revenue as of December 31, 2017 was recognized as a cumulative effect adjustment to accumulated deficit as of January 1, 2018. During the three months ended March 31, 2017, approximately $17,000 was recognized as license revenue. The Company recognized royalty income from Bellco pursuant to the license agreement of approximately $27,000 for each of the three months ended March 31, 2018 and 2017. License and Supply Agreement On April 23, 2012, the Company entered into a License and Supply Agreement (the “License and Supply Agreement”) with Medica S.p.A. (“Medica”), an Italy-based medical product manufacturing company, for the marketing and sale of certain filtration products based upon Medica’s proprietary Medisulfone ultrafiltration technology in conjunction with the Company’s filtration products, and for an exclusive supply arrangement for the filtration products. Under the License and Supply Agreement, Medica granted to the Company an exclusive license, with right of sublicense, to market, promote, distribute, offer for sale and sell the filtration products worldwide, excluding Italy for the first three years, during the term of the License and Supply Agreement. In addition, the Company granted to Medica an exclusive license under the Company’s intellectual property to make the filtration products during the term of the License and Supply Agreement. On May 5, 2017, the Company and Medica entered into a Third Amendment to the License and Supply Agreement (the “Third Amendment”) which expanded the products covered by the original License and Supply Agreement to include both certain filtration products based on Medica’s proprietary Versatile microfiber technology and certain filtration products based on Medica’s proprietary Medisulfone ultrafiltration technology. The Third Amendment also limits the territory in which Medica granted the Company an exclusive license, with right of sublicense, to market, promote, distribute, offer for sale, and sell the filtration products. On September 26, 2017, the Company and Medica entered into a Fourth Amendment to the License and Supply Agreement (the “Fourth Amendment”) which extended the term of the License and Supply Agreement from December 31, 2022 to December 31, 2025, unless earlier terminated by either party in accordance with the terms of the License and Supply Agreement. In exchange for the rights granted, the Company agreed to make certain minimum annual aggregate purchases from Medica over the term of the License and Supply Agreement. For the year ended December 31, 2018, the Company has agreed to make minimum annual aggregate purchases from Medica of €2,500,000 (approximately $3,000,000). As of March 31, 2018, the Company’s aggregate purchase commitments totaled approximately €471,000 (approximately $565,000). In exchange for the license, the gross value of the intangible asset capitalized was approximately $2,250,000. License and supply agreement, net, on the condensed consolidated balance sheet is approximately $1,038,000 and $1,072,000 as of March 31, 2018 and December 31, 2017, respectively. Accumulated amortization is approximately $1,211,000 and $1,178,000 as of March 31, 2018 and December 31, 2017, respectively. The asset is being amortized as an expense over the life of the License and Supply Agreement. Approximately $34,000 and $52,000 has been charged to amortization expense for the three months ended March 31, 2018 and 2017, respectively, on the condensed consolidated statement of operations and comprehensive loss. As of September 2013, the Company has an understanding with Medica whereby the Company has agreed to pay interest to Medica at a 12% annual rate calculated on the principal amount of any outstanding invoices that are not paid pursuant to the original payment terms. For the three months ended March 31, 2018 and 2017, approximately $10,000 and $7,000 of interest, respectively, was recognized as interest expense. In addition, for the period beginning April 23, 2014 through December 31, 2025, the Company will pay Medica a royalty rate of 3% of net sales of the filtration products sold, subject to reduction as a result of a supply interruption pursuant to the terms of the License and Supply Agreement. Approximately $29,000 and $19,000 for the three months ended March 31, 2018 and 2017, respectively, was recognized as royalty expense and is included in cost of goods sold on the condensed consolidated statement of operations and comprehensive loss. Approximately $29,000 in royalties are included in accrued expenses as of March 31, 2018. Approximately $34,000 in royalties are included in accounts payable as of December 31, 2017. Contractual Obligations The Company entered into an operating lease that began in December 2017 for 380 Lackawanna Place, South Orange, New Jersey 07079, which consists of approximately 7,700 square feet of space. The rental agreement expires in November 2022 with a monthly cost of approximately $11,000. Approximately $11,000 related to a security deposit for this U.S. office facility is classified as other assets on the condensed consolidated balance sheet as of March 31, 2018 and December 31, 2017. We use these facilities to house our corporate headquarters and research facilities. The lease agreement for the office space in Ireland was entered into on August 1, 2017 and includes a twelve month term. Rent expense for the three months ended March 31, 2018 and 2017 totaled $51,000 and $31,000, respectively. As of March 31, 2018, minimum lease payments are as follows: 2018 $ 99,000 2019 136,000 2020 140,000 2021 145,000 2022 136,000 Investment in Lease, net On October 8, 2015, the Company entered into an equipment lease agreement with Biocon 1, LLC. The lease commenced on January 1, 2016 with a term of 60 months and monthly rental payments of approximately $1,800 will be paid to the Company. At the completion of the lease term, Biocon 1, LLC will own the equipment provided under the agreement. An investment in lease was established for the direct financing lease receivable at the present value of the future minimum lease payments. Interest income will be recognized monthly over the lease term using the effective-interest method. Cash received will be applied against the direct financing lease receivable and will be presented within changes in operating assets and liabilities in the operating section of the Company’s condensed consolidated statement of cash flows. At lease inception, an investment in lease of approximately $92,000 was recorded, net of unearned interest of approximately $14,000. Approximately $1,000 was recognized in interest income during each of the three months ended March 31, 2018 and 2017. As of March 31, 2018, investment in lease, current is approximately $26,000, net of unearned interest of $3,000. As of March 31, 2018, investment in lease, noncurrent is approximately $34,000, net of unearned interest of $2,000. As of March 31, 2018, scheduled maturities of minimum lease payments receivable were as follows: 2018 19,000 2019 19,000 2020 22,000 60,000 Less: Current portion (26,000 ) Investment in lease, net – less current portion $ 34,000 Included in the above scheduled maturities of minimum lease payments receivable, approximately $7,000 was due as of March 31, 2018. | Note 13 - Commitments and Contingencies Manufacturing and Suppliers The Company has not and does not intend in the near future, to manufacture any of its products and components. With regard to the OLpūr MD190 and MD220, on June 27, 2011, the Company entered into a license agreement, effective July 1, 2011, with Bellco S.r.l., an Italy-based supplier of hemodialysis and intensive care products, for the manufacturing, marketing and sale of our patented mid-dilution dialysis filters (the “Products”). Under the agreement, Nephros granted Bellco a license to manufacture, market and sell the Products under its own name, label and CE mark in Italy, France, Belgium, Spain and Canada on an exclusive basis, and to do the same on a non-exclusive basis in the United Kingdom and Greece and, upon our written approval, other European countries where the Company does not sell the Products as well as non-European countries (referred to as the “Territory”). On February 19, 2014, the Company entered into the first amendment to the license agreement with Bellco, pursuant to which the Company and Bellco agreed to extend the term of the License Agreement from December 31, 2016 to December 31, 2021. The first amendment also expands the Territory covered by the License Agreement to include, on an exclusive basis, Sweden, Denmark, Norway and Finland and on a non-exclusive basis, Korea, Mexico, Brazil, China and the Netherlands. The first amendment further provides new minimum sales targets which, if not satisfied, will, at the discretion of the Company, result in conversion of the license to non-exclusive status. The Company has agreed to reduce the fixed royalty payment payable to the Company for the period beginning on January 1, 2015 through and including December 31, 2021. Beginning on January 1, 2015 through and including December 31, 2021, Bellco will pay the Company a royalty based on the number of units of Products sold per year in the Territory as follows: for the first 125,000 units sold in total, €1.75 (approximately $1.91) per unit; thereafter, €1.25 (approximately $1.36) per unit. In addition, the first amendment provides that, in the event that the Company pursues a transaction to sell, assign or transfer all right, title and interest to the licensed patents to a third party, the Company will provide Bellco with written notice thereof and a right of first offer with respect to the contemplated transaction for a period of thirty (30) days. Deferred revenue related to the license agreement with Bellco was approximately $278,000 and $348,000 on the accompanying consolidated balance sheets as of December 31, 2017 and 2016, respectively. The Company has recognized approximately $2,798,000 of revenue related to this license agreement to date, including approximately $70,000 for the year ended December 31, 2017, resulting in $278,000 being deferred over the remainder of the expected obligation period. The Company recognized approximately $69,000 of revenue related to this license agreement for the year ended December 31, 2016. The Company recognized royalty income from Bellco pursuant to the license agreement of approximately $140,000 and $114,000 for the years ended December 31, 2017 and 2016, respectively. L icense and Supply Agreement On April 23, 2012, the Company entered into a License and Supply Agreement (the “License and Supply Agreement”) with Medica S.p.A. (“Medica”), an Italy-based medical product manufacturing company, for the marketing and sale of certain filtration products based upon Medica’s proprietary Medisulfone ultrafiltration technology in conjunction with the Company’s filtration products, and for an exclusive supply arrangement for the filtration products. Under the License and Supply Agreement, Medica granted to the Company an exclusive license, with right of sublicense, to market, promote, distribute, offer for sale and sell the filtration products worldwide, excluding Italy for the first three years, during the term of the License and Supply Agreement. In addition, the Company granted to Medica an exclusive license under the Company’s intellectual property to make the filtration products during the term of the License and Supply Agreement. On May 5, 2017, the Company and Medica entered into a Third Amendment to the License and Supply Agreement (the “Third Amendment”). Pursuant to the Third Amendment, Medica expanded the products covered by the original License and Supply Agreement to include both certain filtration products based on Medica’s proprietary Versatile microfiber technology and certain filtration products based on Medica’s proprietary Medisulfone ultrafiltration technology. The Third Amendment also limits the territory in which Medica granted the Company an exclusive license, with right of sublicense, to market, promote, distribute, offer for sale, and sell the filtration products to North America, Central America, Columbia, Venezuela, Chile, Ecuador, Peru, Ireland, the United Kingdom, Australia and New Zealand. The Company’s multinational distributors retain the right to market certain of the products worldwide, other than in Italy, on a non-exclusive basis. On September 26, 2017, the Company and Medica entered into a Fourth Amendment to the License and Supply Agreement (the “Fourth Amendment”) which extended the term of the License and Supply Agreement from December 31, 2022 to December 31, 2025, unless earlier terminated by either party in accordance with the terms of the License and Supply Agreement. As a result of the Fourth Amendment, approximately $134,000 of amortization expense will be recognized in each of the years ended December 31, 2018 through 2025. In exchange for the rights granted, the Company agreed to make certain minimum annual aggregate purchases from Medica over the term of the License and Supply Agreement. As of December 31, 2017, the Company has agreed to make the following minimum annual aggregate purchases from Medica: 2017: €1,600,000 (approximately $1,900,000) 2018: €2,500,000 (approximately $2,700,000) 2019: €3,000,000 (approximately $3,300,000) 2020: €3,150,000 (approximately $3,400,000) 2021: €3,300,000 (approximately $3,600,000) 2022: €3,475,000 (approximately $3,800,000) 2023: €3,625,000 (approximately $4,300,000) 2024: €3,825,000 (approximately $4,500,000) 2025: €4,000,000 (approximately $4,700,000) The Company’s aggregate purchase commitments totaled approximately €1,600,000 (approximately $1,900,000) for the year ended December 31, 2017. In exchange for the license, the Company also paid Medica a total of €1,500,000 (approximately $2,000,000) in three installments: €500,000 (approximately $700,000) on April 23, 2012, €600,000 (approximately $800,000) on February 4, 2013, and €400,000 (approximately $500,000) on May 23, 2013. As further consideration for the license and other rights granted to the Company, the Company granted Medica options to purchase 300,000 shares of the Company’s common stock. The fair value of these stock options was approximately $273,000 at the time of their issuance. Together with the total installment payments described above, the fair value of the options has been capitalized as license and supply agreement, net. The gross value of the intangible asset capitalized was approximately $2,250,000. License and supply agreement, net, on the consolidated balance sheet is approximately $1,072,000 and $1,262,000 as of December 31, 2017 and December 31, 2016, respectively. Accumulated amortization is approximately $1,178,000 and $988,000 as of December 31, 2017 and December 31, 2016, respectively. The asset is being amortized as an expense over the life of the License and Supply Agreement. Approximately $190,000 and $211,000 has been charged to amortization expense for the years ended December 31, 2017 and 2016, respectively, on the consolidated statement of operations and comprehensive loss. As of September 2013, the Company has an understanding with Medica whereby the Company has agreed to pay interest to Medica at a 12% annual rate calculated on the principal amount of any outstanding invoices that are not paid pursuant to the original payment terms. For the years ended December 31, 2017 and 2016, approximately $24,000 and $42,000 of interest, respectively, was recognized as interest expense. In addition, for the period beginning April 23, 2014 through December 31, 2025, the Company will pay Medica a royalty rate of 3% of net sales of the filtration products sold, subject to reduction as a result of a supply interruption pursuant to the terms of the License and Supply Agreement. Approximately $34,000 in royalties are included in accounts payable as of December 31, 2017. Approximately $18,000 in royalties are included in accrued expenses as of December 31, 2016. Contractual Obligations The Company entered into an operating lease which began in December 2017 at 380 Lackawanna Place, South Orange, New Jersey 07079 and consists of approximately 7,700 square feet of space. The rental agreement expires in November 2022 with a monthly cost of approximately $11,000. Approximately $11,000 related to a security deposit for this U.S. office facility is classified as other assets on the consolidated balance sheet as of December 31, 2017. We use these facilities to house our corporate headquarters and research facilities. The Company’s prior operating lease was terminated in December 2017 with a monthly cost of approximately $9,000. Approximately $21,000 related to a security deposit for this U.S. office facility is classified as prepaid and other current assets on the consolidated balance sheet as of December 31, 2017. The lease agreement for the office space in Ireland was entered into on August 1, 2017 and includes a twelve month term. Rent expense for the years ended December 31, 2017 and 2016 totaled $131,000 and $126,000, respectively. As of December 31, 2017, minimum lease payments are as follows: 2018 $ 132,000 2019 136,000 2020 140,000 2021 145,000 2022 136,000 Investment in Lease, net On October 8, 2015, the Company entered into an equipment lease agreement with Biocon 1, LLC. The lease commenced on January 1, 2016 with a term of 60 months and monthly rental payments of approximately $1,800 will be paid to the Company. At the completion of the lease term, Biocon 1, LLC will own the equipment provided under the agreement. An investment in lease was established for the sales-type lease receivable at the present value of the future minimum lease payments. Interest income will be recognized monthly over the lease term using the effective-interest method. Cash received will be applied against the direct financing lease receivable and will be presented within changes in operating assets and liabilities in the operating section of the Company’s consolidated statement of cash flows. At lease inception, an investment in the lease of approximately $92,000 was recorded, net of unearned interest of approximately $14,000. During the fiscal years ended December 31, 2017 and 2016, approximately $4,000 and $5,000, respectively, was recognized in interest income. As of December 31, 2017, investment in lease, current, is approximately $20,000, net of unearned interest of $3,000. As of December 31, 2017, investment in lease, noncurrent, is approximately $39,000, net of unearned interest of $3,000. As of December 31, 2016, investment in lease, current, is approximately $27,000, net of unearned interest of $4,000. As of December 31, 2016, investment in lease, noncurrent, is approximately $61,000, net of unearned interest of $5,000. As of December 31, 2017, scheduled maturities of minimum lease payments receivable were as follows: 2018 $ 18,000 2019 19,000 2020 22,000 59,000 Less: Current portion (20,000 ) Investment in lease, noncurrent $ 39,000 Contractual Obligations and Commercial Commitments The following table summarizes the Company’s approximate minimum contractual obligations and commercial commitments as of December 31, 2017: Payments Due in Period Total Within 1 Year Years 2 - 3 Years 4 - 5 More than 5 Years Minimum Purchase Commitments 1 $ 30,300,000 $ 2,700,000 $ 6,700,000 $ 7,400,000 $ 13,500,000 Leases 2 712,000 141,000 290,000 281,000 - Employment Contract 3 452,000 350,000 102,000 - - Total $ 31,464,000 $ 3,191,000 $ 7,092,000 $ 7,681,000 $ 13,500,000 1 2 3 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 16 – Subsequent Event On April 11, 2018, the Company completed a private placement in which it sold approximately 6,500,000 shares of common stock at a purchase price of $0.45 per share, resulting in total gross proceeds to the Company of approximately $2.9 million. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2017 | |
Other Assets [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 4 - Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets as of December 31, 2017 and 2016 were as follows: December 31, 2017 2016 Prepaid insurance premiums $ 39,000 $ 66,000 Security deposit 20,000 - Other 26,000 29,000 Prepaid expenses and other current assets $ 85,000 $ 95,000 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 5 - Property and Equipment, Net Property and equipment as of December 31, 2017 and 2016 was as follows: December 31, Life 2017 2016 Manufacturing equipment 3-5 years $ 700,000 $ 690,000 Research equipment 5 years 37,000 37,000 Computer equipment 3-4 years 43,000 43,000 Furniture and fixtures 7 years 37,000 37,000 Property and equipment, gross 817,000 807,000 Less: accumulated depreciation 765,000 737,000 Property and equipment, net $ 52,000 $ 70,000 Depreciation expense for each of the years ended December 31, 2017 and 2016 was approximately $28,000 and $19,000, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 8 - Accrued Expenses Accrued expenses as of December 31, 2017 and 2016 were as follows: December 31, 2017 2016 Accrued legal $ 90,000 $ 99,000 Accrued directors’ compensation - 30,000 Accrued royalty - 18,000 Accrued sales commission 40,000 - Accrued management bonus - 19,000 Accrued accounting 11,000 6,000 Accrued interest 18,000 17,000 Accrued other 59,000 51,000 $ 218,000 $ 240,000 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9 - Income Taxes The income tax benefit attributable to loss before income taxes for the years ended December 31, 2017 and 2016 is as follows: 2017 2016 Current: Federal $ - $ - State (1,789,000 ) - Foreign - - Total current tax benefit (1,789,000 ) - Deferred: Federal - - State - - Foreign - - Total deferred tax benefit - - Income tax benefit $ (1,789,000 ) $ - A reconciliation of the income tax benefit computed at the statutory tax rate to the Company’s effective tax rate is as follows: 2017 2016 U.S. federal statutory rate 35.00 % 35.00 % State taxes (21.84 )% (5.21 )% Sale of NJ NOLS and credits (68.91 )% - % Change in federal statutory rate (441.07 )% - % Stock based compensation (5.48 )% - % Other permanent difference due to sale of NJ NOLs and credits (24.12 )% - % State research and development credits 2.24 % 1.87 % Other (12.46 )% 0.97 % Valuation allowance 467.73 % (32.63 )% Effective tax rate (68.91 )% - % Significant components of the Company’s deferred tax assets as of December 31, 2017 and 2016 are as follows: 2017 2016 Deferred tax assets: Net operating loss carry forwards $ 17,907,000 $ 29,861,000 Research and development credits 1,322,000 1,220,000 Nonqualified stock option compensation expense 453,000 537,000 Other temporary book - tax differences 125,000 255,000 Total deferred tax assets 19,807,000 31,873,000 Valuation allowance for deferred tax assets (19,807,000 ) (31,873,000 ) Net deferred tax assets $ - $ - The Tax Cuts and Jobs Act of 2017 (the “Tax Act”), which was signed into law on December 22, 2017, has resulted in significant changes to the U.S. corporate income tax system. These changes include a federal statutory rate reduction from 35% to 21%, the elimination or reduction of certain domestic deductions and credits and limitations on the deductibility of interest expense and executive compensation. The Tax Act also transitions international taxation from a worldwide system to a modified territorial system and includes base erosion prevention measures on non-U.S. earnings, which has the effect of subjecting certain earnings of our foreign subsidiaries to U.S. taxation as global intangible low-taxed income. The Company considers the accounting of the transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and ongoing analysis of its final tax positions for the year ended December 31, 2017. The Company expects to complete its analysis within the measurement period in accordance with SAB 118. The Tax Act also includes a one-time mandatory deemed repatriation tax on accumulated foreign subsidiaries' previously untaxed foreign earnings. Changes in tax rates and tax laws are accounted for in the period of enactment. In the fiscal year ended December 31, 2017, the Company recorded an income tax benefit of approximately $1,789,000, due to the sale of net operating loss and research and development credit carryforwards under the New Jersey Economic Development Authority Technology Business Tax Certificate Transfer Program. These amounts are recorded on the consolidated financial statements as income tax benefit in the year they are received. As a result of the sale of net operating loss and research and development credit carryforwards, the Company’s deferred tax assets decreased by approximately $1,903,000. The gross amounts of the net operating loss and research and development credit carryforwards that were sold were approximately $19,233,000 and $170,000, respectively. The Agreement is subject to certain covenants. As of December 31, 2017, the Company is in compliance with these covenants. A valuation allowance has been recognized to offset the Company’s net deferred tax asset as it is more likely than not that such net asset will not be realized. The Company primarily considered its historical loss and potential Internal Revenue Code Section 382 limitations to arrive at its conclusion that a valuation allowance was required. The Company’s valuation allowance decreased approximately $12,066,000 from December 31, 2016 to December 31, 2017. At December 31, 2017, the Company had Federal income tax net operating loss carryforwards of $80,097,444 and New Jersey income tax net operating loss carryforwards of $19,864,732. Foreign income tax net operating loss carryforwards were $7,902,716 as of December 31, 2017. The Company also had Federal and state research tax credit carryforwards of $1,321,746 at December 31, 2017 and $1,220,115 at December 31, 2016. The Company’s net operating losses and research credits may ultimately be limited by Section 382 of the Internal Revenue Code and, as a result, it may be unable to offset future taxable income (if any) with losses, or its tax liability with credits, before such losses and credits expire. The Federal and New Jersey net operating loss carryforwards and Federal and New Jersey tax credit carryforwards will expire at various times between 2018 and 2037 unless utilized. The Company has analyzed the tax positions taken or expected to be taken in its tax returns and concluded it has no liability related to uncertain tax positions. The Company is subject to income tax examinations by major taxing authorities for all tax years subsequent to 2013 and does not anticipate a change in its uncertain tax positions within the next twelve months. It is the Company’s policy to report interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
401(k) Plan | Note 12 - 401(k) Plan On December 31, 2016, the Company terminated its previously established deferred contribution retirement plan which covered all employees. The Company contributed and expensed approximately $44,000 to this plan in 2016. On January 1, 2017, the Company established a Savings Incentive Match Plan for Employees Individual Retirement Account (SIMPLE IRA), which covers all employees. The SIMPLE IRA Plan provides for voluntary employee contributions up to statutory IRA limitations. The Company matches 100% of employee contributions to the SIMPLE IRA Plan, up to 3% of each employee’s salary. The Company contributed and expensed approximately $39,000 to this plan in 2017. |
Basis of Presentation and Liq30
Basis of Presentation and Liquidity (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Interim Financial Information | Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements. Results for the period ended March 31, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. The condensed consolidated interim financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K. | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amount of revenues and expenses, during the reporting period. Actual results could differ materially from those estimates. Included in these estimates are assumptions about the collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, and assumptions used in determining stock compensation such as expected volatility and risk-free interest rate. | Use of Estimates in the Preparation of Financial Statements The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, at the date of the financial statements, and the reported amount of revenues and expenses, during the reporting period. Actual results could differ materially from those estimates. Included in these estimates are assumptions about the valuation of the warrant liability, the collection of accounts receivable, value of inventories, useful life of fixed assets and intangible assets, assumptions used in determining stock compensation such as expected volatility and risk-free interest rate and the ability of the Company to continue as a going concern. |
Liquidity | Liquidity The Company has sustained operating losses and expects such losses to continue over the next several quarters. Net losses from operations since inception have generated an accumulated deficit of approximately $122,257,000 as of March 31, 2018. On April 10, 2018, the Company completed a private placement transaction whereby the Company sold 6,540,669 shares of its common stock for aggregate net proceeds of approximately $2.9 million. The Company believes that its cash and cash equivalents, together with the proceeds from the private placement, will be sufficient to fund the Company’s current operating plan through at least the next twelve months. | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Nephros International Limited. All intercompany accounts and transactions have been eliminated in consolidation. | |
Going Concern | Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. However, there can be no assurance that the Company will be able to do so. The Company’s recurring losses and difficulty in generating sufficient cash flow to meet its obligations and sustain its operations raise substantial doubt about its ability to continue as a going concern within one year after the date of issuance of these consolidated financial statements. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company’s current plans intended to mitigate the conditions noted above anticipate continued revenue growth, increasing gross profit, and improving cash flows from operations for the period of twelve months following the date of issuance of these consolidated financial statements. In addition, the Company has approximately $2,194,000 of cash and $289,000 available under its secured revolving credit facility as of December 31, 2017 to meet its obligations and sustain its operations. There can be no assurance, however, that these plans will be achieved and reflected in the Company’s actual performance, nor that the Company’s future cash flows will be sufficient to meet its obligations and commitments. The Company has incurred significant losses from operations in each quarter since inception. If the Company is unable to generate sufficient cash flow from operations in the future to meet its operating requirements and other commitments, the Company will be required to adopt alternatives, such as seeking to raise debt or equity capital, curtailing its planned activities, reducing operating expenses or ceasing its operations. There can be no assurance that any such actions could be effected on a timely basis or on satisfactory terms or at all, or that these actions would enable the Company to continue to satisfy its capital requirements. | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, “Simplifying the Measurement of Inventory,” that requires inventory be measured at the lower of cost and net realizable value and options that currently exist for market value be eliminated. The standard defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation and is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years with early adoption permitted. The guidance should be applied prospectively. The Company adopted ASU 2015-11 during the three months ended March 31, 2017 and the adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes,” that requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by this amendment. The new guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Early adoption was permitted and the standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. The Company adopted ASU 2015-17 during the three months ended March 31, 2017 and the adoption of this guidance did not have a significant impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance was effective for the Company beginning in the first quarter of fiscal year 2017. Early adoption was permitted. The Company adopted ASU 2016-09 during the three months ended March 31, 2017 and elected to recognize forfeitures as they occur. Prior to the adoption of ASU 2016-09, the Company recognized stock-based compensation based on the estimated fair value of the award, net of expected forfeitures. As of January 1, 2017, a cumulative effect adjustment of approximately $12,000 was recognized to reflect the forfeiture rate that had been applied to unvested option awards prior to fiscal year 2017. | |
Concentration of Credit Risk | Concentration of Credit Risk The Company deposits its cash in financial institutions. At times, such deposits may be in excess of insured limits. To date, the Company has not experienced any impairment losses on its cash. The Company also limits its credit risk with respect to accounts receivable by performing credit evaluations when deemed necessary. | |
Major Customers | Major Customers For the year ended December 31, 2017, four customers accounted for 50% of the Company’s revenues. For the year ended December 31, 2016, four customers accounted for 55% of the Company’s revenues. As of December 31, 2017, three customers accounted for 38% of the Company’s accounts receivable. As of December 31, 2016, two customers accounted for 47% of the Company’s accounts receivable. For the year ended December 31, 2017 and 2016, the following customers accounted for the following percentages of the Company’s revenues, respectively: Customer 2017 2016 A 20 % 15 % B 13 % 20 % C 9 % 11 % D 8 % 9 % As of December 31, 2017 and 2016, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer 2017 2016 A 18 % 35 % B 12 % - % C 9 % 12 % | |
Accounts Receivable | Accounts Receivable The Company provides credit terms to customers in connection with purchases of the Company’s products. Management periodically reviews customer account activity in order to assess the adequacy of the allowances provided for potential collection issues and returns. Factors considered include economic conditions, each customer’s payment and return history and credit worthiness. Adjustments, if any, are made to reserve balances following the completion of these reviews to reflect management’s best estimate of potential losses. The allowance for doubtful accounts was approximately $1,000 and $50,000 as of December 31, 2017 and 2016, respectively. There was no allowance for sales returns at December 31, 2017 or 2016. During the year ended December 31, 2017, there were write offs of accounts receivable of approximately $42,000, which were fully reserved. There were no write-offs of accounts receivable to bad debt expense during 2016. | |
Inventory | Inventory The Company engages third parties to manufacture and package inventory held for sale, takes title to certain inventory once manufactured, and warehouses such goods until packaged for final distribution and sale. Inventory consists of finished goods and raw materials held at the manufacturers’ facilities, and are valued at the lower of cost or net realizable value using the first-in, first-out method. The Company’s inventory reserve requirements are based on factors including the products’ expiration date and estimates for the future sales of the product. If estimated sales levels do not materialize, the Company will make adjustments to its assumptions for inventory reserve requirements. | |
License and Supply Rights | License and Supply Rights The Company’s rights under the License and Supply Agreement with Medica are capitalized and stated at cost, less accumulated amortization, and are amortized using the straight-line method over the term of the License and Supply Agreement. The License and Supply Agreement term is from April 23, 2012 through December 31, 2025. The Company determines amortization periods for licenses based on its assessment of various factors impacting estimated useful lives and cash flows of the acquired rights. Such factors include the expected launch date of the product, the strength of the intellectual property protection of the product and various other competitive, developmental and regulatory issues, and contractual terms. See Note 13 for further discussion. | |
Patents | Patents The Company has filed numerous patent applications with the United States Patent and Trademark Office and in foreign countries. All costs and direct expenses incurred in connection with patent applications have been expensed as incurred and are included in selling, general and administrative expenses on the accompanying consolidated statement of operations and comprehensive loss. | |
Property and Equipment, Net | Property and Equipment, net Property and equipment, net is stated at cost less accumulated depreciation. These assets are depreciated over their estimated useful lives of three to seven years using the straight line method. | |
Impairment for Long-Lived Assets | Impairment for Long-Lived Assets The Company adheres to Accounting Standards Codification (“ASC”) Topic 360 and periodically evaluates whether current facts or circumstances indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured based on the difference between the asset’s fair value and its carrying value. For long-lived assets, the estimate of fair value is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to be disposed of at the lower of its carrying value or its fair value less costs to sell. There were no impairment losses for long-lived assets recorded for the years ended December 31, 2017 and December 31, 2016. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of cash, accounts receivable, secured revolving credit facility, accounts payable and accrued expenses approximate fair value due to the short-term maturity of these instruments. The carrying amounts of the investment in lease, net, and the unsecured long-term note payable approximate fair value as of December 31, 2017 because those financial instruments bear interest at rates that approximate current market rates for similar agreements with similar maturities and credit. | |
Revenue Recognition | Revenue Recognition Revenue related to product sales is recognized in accordance with ASC Topic 605. Four basic criteria must be met before revenue can be recognized: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred or services have been rendered; (iii) the fee is fixed or determinable; and (iv) collectability is reasonably assured. Product revenue is recorded net of returns and allowances. In addition to product revenue, the Company recognizes revenue related to license, royalty and other agreements. During the years ended December 31, 2017 and 2016, the Company recognized approximately $265,000 and $227,000, respectively, related to these agreements of which approximately $210,000 and $183,000, respectively, relates to the License Agreement with Bellco. Royalty revenue recognized related to the Bellco Agreement is recognized as the respective sales occur. License revenue related to the Bellco Agreement is recognized ratably over the term of the agreement. See Note 13 for a further discussion of revenue recognized related to the Company’s License Agreement with Bellco. The Company recognized an additional approximately $55,000 and $44,000 during the years ended December 31, 2017 and December 31, 2016, respectively, from other agreements. | |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs charged to customers are recorded as cost of goods sold and were approximately $35,000 and $24,000 for the years ended December 31, 2017 and 2016, respectively. | |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. | |
Stock-Based Compensation | Stock-Based Compensation The fair value of stock options is recognized as stock-based compensation expense in the Company’s consolidated statement of operations and comprehensive loss. The Company calculates employee stock-based compensation expense in accordance with ASC 718. The Company accounts for stock option grants to consultants under the provisions of ASC 505-50, and as such, these stock options are revalued at each reporting period through the vesting period. The fair value of the Company’s stock option awards are estimated using a Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. The fair value of stock-based awards is amortized over the vesting period of the award. | |
Warrants | Warrants The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants that allow for cash settlement or provide for anti-dilution of the warrant exercise price under certain conditions are accounted for as derivative liabilities. | |
Amortization of Debt Issuance Costs | Amortization of Debt Issuance Costs The Company accounts for debt issuance costs in accordance with ASU 2015-03, which requires that costs paid directly to the issuer of a recognized debt liability be reported in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company amortizes the debt discount, including debt issuance costs, in accordance with ASC 835, Interest, over the term of the associated debt. See Note 7 for a discussion of the Company’s unsecured long-term note payable. | |
Other Income (Expense), Net | Other Income (Expense), net Other expense of approximately $74,000 and other income of approximately $4,000 for the years ended December 31, 2017 and 2016, respectively, is primarily due to foreign currency transaction gains and losses. | |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740, which requires accounting for deferred income taxes under the asset and liability method. Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable in future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. For financial reporting purposes, the Company has incurred a loss in each period since its inception. Based on available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at December 31, 2017 and 2016. ASC Topic 740 prescribes, among other things, a recognition threshold and measurement attributes for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a company’s income tax return. ASC 740 utilizes a two-step approach for evaluating uncertain tax positions. Step one, or recognition, requires a company to determine if the weight of available evidence indicates a tax position is more likely than not to be sustained upon audit, including resolution of related appeals or litigation processes, if any. Step two, or measurement, is based on the largest amount of benefit, which is more likely than not to be realized on settlement with the taxing authority. The Company is subject to income tax examinations by major taxing authorities for all tax years subsequent to 2013. During the years ended December 31, 2017 and 2016, the Company recognized no adjustments for uncertain tax positions. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulation and interpretations, thereof. In December 2017, the SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which allows the Company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Since the Tax Cuts and Jobs Act of 2017 was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretations are expected over the next 12 months, the Company considers the accounting of the transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and ongoing analysis of its final tax positions for the year ended December 31, 2017. The Company expects to complete its analysis within the measurement period in accordance with SAB 118. The Company received approximately $1,789,000 in December 2017 from the sale of net operating loss and research and development credit carryforwards under the New Jersey Economic Development Authority Technology Business Tax Certificate Transfer Program. These amounts are recorded on the consolidated financial statements as income tax benefit in the year they are received. See Note 9 for further discussion. | |
Net Income (Loss) Per Common Share | Net Income (Loss) per Common Share Basic income (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted earnings (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the exercise of stock options and warrants, as applicable. The Company calculates dilutive potential common shares using the treasury stock method, which assumes the Company will use the proceeds from the exercise of stock options and warrants to repurchase shares of common stock to hold in its treasury stock reserves. The following securities have been excluded from the dilutive per share computation as they are antidilutive: December 31, 2017 2016 Shares underlying options outstanding 6,770,777 4,592,347 Shares underlying warrants outstanding 7,099,010 3,291,149 Unvested restricted stock 799,387 957,336 | |
Foreign Currency Translation | Foreign Currency Translation Foreign currency translation is recognized in accordance with ASC Topic 830. The functional currency of Nephros International Limited is the Euro and its translation gains and losses are included in accumulated other comprehensive income. The balance sheet is translated at the year-end rate. The consolidated statements of operations and comprehensive loss are translated at the weighted average rate for the year. | |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss), as defined in ASC 220, is the total of net income (loss) and all other non-owner changes in equity (or other comprehensive income (loss)). The Company’s other comprehensive income (loss) consists only of foreign currency translation adjustments. | |
Recent Accounting Pronouncements, Not Yet Effective | Recent Accounting Pronouncements, Not Yet Effective In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” related to revenue recognition. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to be entitled to in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in prior accounting guidance. ASU 2014-09 provides alternative methods of initial adoption, and was effective for fiscal years beginning after December 15, 2016, and interim periods within those annual periods. Early adoption was not permitted. In August, 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers: Deferral of the Effective Date”. The amendment in this ASU defers the effective date of ASU No. 2014-09 for all entities for one year. In March, April and May 2016, the FASB issued ASU No. 2016-08, ASU No. 2016-10 and ASU No. 2016-12, respectively, which clarify implementation guidance, including the guidance on principal versus agent considerations, performance obligations and licensing and assessments of collectability and noncash considerations. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to fiscal years beginning after December 15, 2017, including interim reporting periods within that fiscal year. The Company will adopt the new revenue recognition standard as of January 1, 2018 using the modified retrospective method, which requires the cumulative effect of adoption, if any, to be recognized as an adjustment to opening retained earnings in the period of adoption. The majority of the Company’s revenue relates to the sale of finished products to various customers, and the adoption will not have any impact on revenue recognized from these transactions. The Company has finalized its analysis of the impact on certain less significant transactions involving third-party arrangements, and as a result of the analysis, the Company will accelerate the remaining approximately $278,000 of deferred revenue to be recognized under the Bellco agreement as a cumulative effect adjustment to opening retained earnings as of January 1, 2018. In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” that modifies certain aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The accounting standard update is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. The Company will adopt the guidance as of January 1, 2018 and the guidance will not have a significant impact on its consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases”, that discusses how an entity should account for lease assets and lease liabilities. The guidance specifies that an entity who is a lessee under lease agreements should recognize lease assets and lease liabilities for those leases classified as operating leases under previous FASB guidance. Accounting for leases by lessors is largely unchanged under the new guidance. The guidance is effective for us beginning in the first quarter of 2019. Early adoption is permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance is effective for us beginning in the first quarter of fiscal year 2020. Early adoption is permitted beginning in the first quarter of fiscal year 2019. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which clarifies how certain cash receipts and cash payments are presented and classified in the statement of cash flows in order to reduce diversity in practice. The guidance is effective for the Company beginning in the first quarter of fiscal year 2018. Early adoption is permitted. The Company will adopt the guidance as of January 1, 2018 and it will not have a significant impact on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-17, “Restricted Cash,” which clarifies how restricted cash is presented and classified in the statement of cash flows. The guidance is effective for us beginning in the first quarter of fiscal year 2018. Early adoption is permitted. The Company will adopt the guidance as of January 1, 2018 and it will not have a significant impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, “Clarifying the Definition of a Business,” which clarifies the definition of a business in a business combination. The guidance is effective for us beginning in the first quarter of fiscal year 2018. Early adoption is permitted. The Company will adopt the guidance as of January 1, 2018 and it will not have a significant impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” which simplifies the test for goodwill impairment. The guidance is effective for us beginning in the first quarter of fiscal year 2020. Early adoption is permitted for interim or annual goodwill impairments tests after January 1, 2017. The Company will adopt the guidance as of January 1, 2020 and it will not have a significant impact on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation” which requires modification accounting to be used on shared-based payment award if the fair value, the vesting conditions, or the classification of the award changes as a result of the change in terms or conditions. The guidance is effective for the Company beginning in the first quarter of fiscal year 2018. The Company will adopt the guidance as of January 1, 2018 and it will not have a significant impact on its consolidated financial statements. |
Major Customers and Concentra31
Major Customers and Concentration of Credit Risk (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | ||
Schedule of Revenues and Receivable Major Customers | For the three months ended March 31, 2018 and 2017, the following customers accounted for the following percentages of the Company’s revenues, respectively: Customer 2018 2017 A 16 % 25 % B 13 % 13 % C 8 % 10 % As of March 31, 2018 and December 31, 2017, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer March 31, 2018 December 31, 2017 D 14 % 5 % B 14 % 18 % E 8 % 11 % | For the year ended December 31, 2017 and 2016, the following customers accounted for the following percentages of the Company’s revenues, respectively: Customer 2017 2016 A 20 % 15 % B 13 % 20 % C 9 % 11 % D 8 % 9 % As of December 31, 2017 and 2016, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer 2017 2016 A 18 % 35 % B 12 % - % C 9 % 12 % |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition [Abstract] | |
Schedule of Revenues, Net | The following table presents the Company’s revenue for the three months ended March 31, 2018 under the ASC 606 model as compared to revenue under the previous guidance: Revenue as reported Revenue under previous guidance Difference Product revenue $ 958,000 $ 958,000 $ - Royalty revenue under the License Agreement with Bellco 27,000 27,000 - License revenue under the License Agreement with Bellco (1) - 17,000 (17,000 ) Total net revenues $ 985,000 $ 1,002,000 $ (17,000 ) (1) Under ASC 606, amounts received related to the license under the Bellco license agreement would have been recognized.as revenue at the time that the license was transferred, which was at the time the payments were received by the Company. Under previous guidance, amounts received under the Bellco license agreement were deferred and recognized as revenue over the term of the Bellco license agreement. |
Net Income (Loss) Per Common 33
Net Income (Loss) Per Common Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be anti-dilutive: March 31, 2018 2017 Shares underlying warrants outstanding 7,099,010 7,432,342 Shares underlying options outstanding 6,474,527 5,040,306 Unvested restricted stock 753,528 584,467 | The following securities have been excluded from the dilutive per share computation as they are antidilutive: December 31, 2017 2016 Shares underlying options outstanding 6,770,777 4,592,347 Shares underlying warrants outstanding 7,099,010 3,291,149 Unvested restricted stock 799,387 957,336 |
Inventory, Net (Tables)
Inventory, Net (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory, Net | The Company’s inventory as of March 31, 2018 and December 31, 2017 was as follows: March 31, 2018 December 31, 2017 (Unaudited) (Audited) Finished goods $ 936,000 $ 654,000 Raw materials 73,000 51,000 Less: inventory reserve (81,000 ) (31,000 ) Total inventory, net $ 928,000 $ 674,000 | The Company’s inventory components as of December 31, 2017 and 2016 were as follows: December 31, 2017 2016 Finished goods $ 654,000 $ 528,000 Raw material 51,000 - Less: inventory reserve (31,000 ) (49,000 ) Total inventory, net $ 674,000 $ 479,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Minimum Lease Payments | As of March 31, 2018, minimum lease payments are as follows: 2018 $ 99,000 2019 136,000 2020 140,000 2021 145,000 2022 136,000 | As of December 31, 2017, minimum lease payments are as follows: 2018 $ 132,000 2019 136,000 2020 140,000 2021 145,000 2022 136,000 |
Schedule of Maturities Minimum Lease Payments Receivable | As of March 31, 2018, scheduled maturities of minimum lease payments receivable were as follows: 2018 19,000 2019 19,000 2020 22,000 60,000 Less: Current portion (26,000 ) Investment in lease, net – less current portion $ 34,000 | As of December 31, 2017, scheduled maturities of minimum lease payments receivable were as follows: 2018 $ 18,000 2019 19,000 2020 22,000 59,000 Less: Current portion (20,000 ) Investment in lease, noncurrent $ 39,000 |
Contractual Obligations and Commercial Commitments | The following table summarizes the Company’s approximate minimum contractual obligations and commercial commitments as of December 31, 2017: Payments Due in Period Total Within 1 Year Years 2 - 3 Years 4 - 5 More than 5 Years Minimum Purchase Commitments 1 $ 30,300,000 $ 2,700,000 $ 6,700,000 $ 7,400,000 $ 13,500,000 Leases 2 712,000 141,000 290,000 281,000 - Employment Contract 3 452,000 350,000 102,000 - - Total $ 31,464,000 $ 3,191,000 $ 7,092,000 $ 7,681,000 $ 13,500,000 1 2 3 |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Schedule of Revenues and Receivable Major Customers | For the three months ended March 31, 2018 and 2017, the following customers accounted for the following percentages of the Company’s revenues, respectively: Customer 2018 2017 A 16 % 25 % B 13 % 13 % C 8 % 10 % As of March 31, 2018 and December 31, 2017, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer March 31, 2018 December 31, 2017 D 14 % 5 % B 14 % 18 % E 8 % 11 % | For the year ended December 31, 2017 and 2016, the following customers accounted for the following percentages of the Company’s revenues, respectively: Customer 2017 2016 A 20 % 15 % B 13 % 20 % C 9 % 11 % D 8 % 9 % As of December 31, 2017 and 2016, the following customers accounted for the following percentages of the Company’s accounts receivable, respectively: Customer 2017 2016 A 18 % 35 % B 12 % - % C 9 % 12 % |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding as they would be anti-dilutive: March 31, 2018 2017 Shares underlying warrants outstanding 7,099,010 7,432,342 Shares underlying options outstanding 6,474,527 5,040,306 Unvested restricted stock 753,528 584,467 | The following securities have been excluded from the dilutive per share computation as they are antidilutive: December 31, 2017 2016 Shares underlying options outstanding 6,770,777 4,592,347 Shares underlying warrants outstanding 7,099,010 3,291,149 Unvested restricted stock 799,387 957,336 |
Prepaid Expenses and Other Cu37
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Other Assets [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of December 31, 2017 and 2016 were as follows: December 31, 2017 2016 Prepaid insurance premiums $ 39,000 $ 66,000 Security deposit 20,000 - Other 26,000 29,000 Prepaid expenses and other current assets $ 85,000 $ 95,000 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment as of December 31, 2017 and 2016 was as follows: December 31, Life 2017 2016 Manufacturing equipment 3-5 years $ 700,000 $ 690,000 Research equipment 5 years 37,000 37,000 Computer equipment 3-4 years 43,000 43,000 Furniture and fixtures 7 years 37,000 37,000 Property and equipment, gross 817,000 807,000 Less: accumulated depreciation 765,000 737,000 Property and equipment, net $ 52,000 $ 70,000 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses as of December 31, 2017 and 2016 were as follows: December 31, 2017 2016 Accrued legal $ 90,000 $ 99,000 Accrued directors’ compensation - 30,000 Accrued royalty - 18,000 Accrued sales commission 40,000 - Accrued management bonus - 19,000 Accrued accounting 11,000 6,000 Accrued interest 18,000 17,000 Accrued other 59,000 51,000 $ 218,000 $ 240,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | The income tax benefit attributable to loss before income taxes for the years ended December 31, 2017 and 2016 is as follows: 2017 2016 Current: Federal $ - $ - State (1,789,000 ) - Foreign - - Total current tax benefit (1,789,000 ) - Deferred: Federal - - State - - Foreign - - Total deferred tax benefit - - Income tax benefit $ (1,789,000 ) $ - |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the income tax benefit computed at the statutory tax rate to the Company’s effective tax rate is as follows: 2017 2016 U.S. federal statutory rate 35.00 % 35.00 % State taxes (21.84 )% (5.21 )% Sale of NJ NOLS and credits (68.91 )% - % Change in federal statutory rate (441.07 )% - % Stock based compensation (5.48 )% - % Other permanent difference due to sale of NJ NOLs and credits (24.12 )% - % State research and development credits 2.24 % 1.87 % Other (12.46 )% 0.97 % Valuation allowance 467.73 % (32.63 )% Effective tax rate (68.91 )% - % |
Schedule of Deferred Tax Assets | Significant components of the Company’s deferred tax assets as of December 31, 2017 and 2016 are as follows: 2017 2016 Deferred tax assets: Net operating loss carry forwards $ 17,907,000 $ 29,861,000 Research and development credits 1,322,000 1,220,000 Nonqualified stock option compensation expense 453,000 537,000 Other temporary book - tax differences 125,000 255,000 Total deferred tax assets 19,807,000 31,873,000 Valuation allowance for deferred tax assets (19,807,000 ) (31,873,000 ) Net deferred tax assets $ - $ - |
Stock Plans, Share-Based Paym41
Stock Plans, Share-Based Payments and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Option Activity | The following table summarizes the option activity for the years ended December 31, 2017 and 2016: Shares Weighted Average Exercise Price Outstanding at December 31, 2015 4,303,638 $ 0.65 Options granted 510,520 0.37 Options forfeited or expired (221,811 ) 1.04 Outstanding at December 31, 2016 4,592,347 0.60 Options granted 2,311,542 0.44 Options forfeited or expired (133,112 ) 0.77 Outstanding at December 31, 2017 6,770,777 $ 0.55 |
Summary of Options Exercisable Vested and Expected to Vest | The following table summarizes the options exercisable and vested and expected to vest as of December 31, 2017 and 2016: Shares Weighted Average Exercise Price Exercisable at December 31, 2016 1,866,019 $ 0.70 Vested and expected to vest at December 31, 2016 4,434,220 $ 0.61 Exercisable at December 31, 2017 2,271,527 $ 0.65 Vested and expected to vest at December 31, 2017 6,509,821 $ 0.55 |
Schedule of Fair Value Assumptions | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the below assumptions for the risk-free interest rates, expected dividend yield, expected lives and expected stock price volatility. Option Pricing Assumptions Grant Year 2017 2016 Stock Price Volatility 104.56 % 114.63 % Risk-Free Interest Rates 2.19 % 1.81 % Expected Life (in years) 6.11 5.83 Expected Dividend Yield 0 % 0 % |
Summary of Restricted Stock Activity | The following table summarizes restricted stock activity for the year end December 31, 2017 and 2016: Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2015 501,182 $ 0.46 Granted 1,047,109 0.35 Vested (590,955 ) 0.46 Nonvested at December 31, 2016 957,336 0.35 Granted 817,144 0.50 Vested (975,093 ) 0.35 Nonvested at December 31, 2017 799,387 $ 0.50 |
Summary of Terms of Outstanding Warrants | The following table summarizes certain terms of all of the Company’s outstanding warrants at December 31, 2017 and 2016: Total Outstanding Warrants Exercise Total Common Shares Issuable as of December 31, Title of Warrant Date Issued Expiry Date Price 2017 2016 Equity-classified warrants May 2015 – private placement warrants 3/18/2015 3/18/2020 $ 0.85 917,149 917,149 June 2016 – Note and Warrant Agreement 6/7/2016 6/7/2021 $ 0.30 2,374,000 2,374,000 March 2017 – private placement warrants 3/22/2017 3/22/2022 $ 0.30 3,807,861 - Total 7,099,010 3,291,149 |
Basis of Presentation and Liq42
Basis of Presentation and Liquidity (Details Narrative) - USD ($) $ in Thousands | Mar. 17, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accumulated deficit | $ 122,257 | $ 121,106 | $ 120,285 | |
Private Placement [Member] | ||||
Number of common stock shares sold, shares | 4,059,994 | |||
Private Placement [Member] | April 10, 2018 [Member] | ||||
Number of common stock shares sold, shares | 6,540,669 | |||
Number of common stock shares sold, value | $ 2,900 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies (Details Narrative) (10-K) | Dec. 12, 2017USD ($) | Jan. 02, 2017USD ($) | Mar. 31, 2018USD ($)Products | Mar. 31, 2017USD ($)Products | Dec. 31, 2017USD ($)Products | Dec. 31, 2016USD ($)Products | Dec. 31, 2015USD ($) |
Cash | $ 1,819,000 | $ 803,000 | $ 2,194,000 | $ 275,000 | $ 1,248,000 | ||
Available for secured revolving credit facility | 289,000 | ||||||
Cumulative adjustment on compensation unvested option awards | $ 12,000 | 278,000 | |||||
Allowance for doubtful accounts receivable | 1,000 | 1,000 | 50,000 | ||||
Sales returns and allowances | |||||||
Allowance for doubtful accounts receivable, write-offs | $ 42,000 | ||||||
License agreement term, description | The License and Supply Agreement term is from April 23, 2012 through December 31, 2025. | ||||||
Estimated useful lives of property plant and equipment | 3 years | 7 years | |||||
Impairment losses for long-lived assets | |||||||
Deferred revenue | 265,000 | 227,000 | |||||
Deferred revenue recognized | 70,000 | ||||||
Royalty income | 27,000 | 44,000 | 265,000 | 227,000 | |||
Shipping, handling and transportation costs | 35,000 | 24,000 | |||||
Other nonoperating income expense | 22,000 | 10,000 | 74,000 | (4,000) | |||
New Jersey Economic Development Authority [Member] | |||||||
Proceeds from net operating loss and research and development tax credit | $ 1,789,000 | ||||||
License Agreement with Bellco [Member] | |||||||
Deferred revenue | 278,000 | 348,000 | |||||
Deferred revenue recognized | 17,000 | 210,000 | 183,000 | ||||
Royalty income | $ 27,000 | $ 27,000 | 55,000 | $ 44,000 | |||
Bellco [Member] | |||||||
Deferred revenue recognized | $ 278,000 | ||||||
Sales Revenue Goods Net [Member] | |||||||
Concentration risk, percentage | 37.00% | 48.00% | |||||
Number of major customers | Products | 3 | 3 | |||||
Sales Revenue Goods Net [Member] | Four Customers [Member] | |||||||
Concentration risk, percentage | 50.00% | 55.00% | |||||
Number of major customers | Products | 4 | 4 | |||||
Accounts Receivable [Member] | |||||||
Concentration risk, percentage | 36.00% | 34.00% | |||||
Number of major customers | Products | 3 | 3 | |||||
Accounts Receivable [Member] | Three Customers [Member] | |||||||
Concentration risk, percentage | 38.00% | ||||||
Number of major customers | Products | 3 | ||||||
Accounts Receivable [Member] | Two Customers [Member] | |||||||
Concentration risk, percentage | 47.00% | ||||||
Number of major customers | Products | 2 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Schedule of Revenues and Receivable Major Customers (Details) (10-K) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Sales Revenue Goods Net [Member] | ||||
Concentration risk percentage | 37.00% | 48.00% | ||
Accounts Receivable [Member] | ||||
Concentration risk percentage | 36.00% | 34.00% | ||
Customer A [Member] | Sales Revenue Goods Net [Member] | ||||
Concentration risk percentage | 16.00% | 25.00% | 20.00% | 15.00% |
Customer A [Member] | Accounts Receivable [Member] | ||||
Concentration risk percentage | 18.00% | 0.00% | ||
Customer B [Member] | Sales Revenue Goods Net [Member] | ||||
Concentration risk percentage | 13.00% | 13.00% | 13.00% | 20.00% |
Customer B [Member] | Accounts Receivable [Member] | ||||
Concentration risk percentage | 14.00% | 18.00% | 35.00% | |
Customer C [Member] | Sales Revenue Goods Net [Member] | ||||
Concentration risk percentage | 8.00% | 10.00% | 9.00% | 11.00% |
Customer C [Member] | Accounts Receivable [Member] | ||||
Concentration risk percentage | 9.00% | 12.00% | ||
Customer D [Member] | Sales Revenue Goods Net [Member] | ||||
Concentration risk percentage | 8.00% | 9.00% | ||
Customer D [Member] | Accounts Receivable [Member] | ||||
Concentration risk percentage | 14.00% | 5.00% |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (10-K) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares Underlying Options Outstanding [Member] | ||||
Excluded anti-dilutive stock options and warrants | 6,474,527 | 5,040,306 | 6,770,777 | 4,592,347 |
Shares Underlying Warrants Outstanding [Member] | ||||
Excluded anti-dilutive stock options and warrants | 7,099,010 | 7,432,342 | 7,099,010 | 3,291,149 |
Unvested Restricted Stock [Member] | ||||
Excluded anti-dilutive stock options and warrants | 753,528 | 584,467 | 799,387 | 957,336 |
Major Customers and Concentra46
Major Customers and Concentration of Credit Risk (Details Narrative) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018USD ($)Products | Mar. 31, 2017Products | Dec. 31, 2017USD ($)Products | Dec. 31, 2016USD ($) | |
Allowance for doubtful accounts | $ | $ 1 | $ 1 | $ 50 | |
Allowance for sales returns | $ | ||||
Sales Revenue Goods Net [Member] | ||||
Concentration risk, percentage | 37.00% | 48.00% | ||
Number of major customers | Products | 3 | 3 | ||
Accounts Receivable [Member] | ||||
Concentration risk, percentage | 36.00% | 34.00% | ||
Number of major customers | Products | 3 | 3 |
Major Customers and Concentra47
Major Customers and Concentration of Credit Risk - Schedule of Revenues and Receivable Major Customers (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Sales Revenue Goods Net [Member] | ||||
Concentration risk percentage | 37.00% | 48.00% | ||
Accounts Receivable [Member] | ||||
Concentration risk percentage | 36.00% | 34.00% | ||
Customer A [Member] | Sales Revenue Goods Net [Member] | ||||
Concentration risk percentage | 16.00% | 25.00% | 20.00% | 15.00% |
Customer A [Member] | Accounts Receivable [Member] | ||||
Concentration risk percentage | 18.00% | 0.00% | ||
Customer B [Member] | Sales Revenue Goods Net [Member] | ||||
Concentration risk percentage | 13.00% | 13.00% | 13.00% | 20.00% |
Customer B [Member] | Accounts Receivable [Member] | ||||
Concentration risk percentage | 14.00% | 18.00% | 35.00% | |
Customer C [Member] | Sales Revenue Goods Net [Member] | ||||
Concentration risk percentage | 8.00% | 10.00% | 9.00% | 11.00% |
Customer C [Member] | Accounts Receivable [Member] | ||||
Concentration risk percentage | 9.00% | 12.00% | ||
Customer D [Member] | Sales Revenue Goods Net [Member] | ||||
Concentration risk percentage | 8.00% | 9.00% | ||
Customer D [Member] | Accounts Receivable [Member] | ||||
Concentration risk percentage | 14.00% | 5.00% | ||
Customer E [Member] | Accounts Receivable [Member] | ||||
Concentration risk percentage | 8.00% | 11.00% |
Revenue Recognition (Details Na
Revenue Recognition (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
License and royalty revenues | ||||
Deferred revenue | $ 265,000 | $ 227,000 | ||
Deferred revenue recognized | 70,000 | |||
Royalty income | 27,000 | $ 44,000 | 265,000 | 227,000 |
License Agreement with Bellco [Member] | ||||
License and royalty revenues | 27,000 | 44,000 | ||
Deferred revenue | 278,000 | 348,000 | ||
Deferred revenue recognized | 17,000 | 210,000 | 183,000 | |
Royalty income | $ 27,000 | $ 27,000 | $ 55,000 | $ 44,000 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Revenues, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Product revenue | $ 958 | $ 690 | $ 3,544 | $ 2,093 | |
Royalty revenue under the License Agreement with Bellco | 27 | 44 | 265 | 227 | |
License revenue under the License Agreement with Bellco | |||||
Total net revenues | 985 | $ 734 | $ 3,809 | $ 2,320 | |
Revenue Under Previous Guidance [Member] | |||||
Product revenue | 958 | ||||
Royalty revenue under the License Agreement with Bellco | 27 | ||||
License revenue under the License Agreement with Bellco | [1] | 17 | |||
Total net revenues | 1,002 | ||||
Difference [Member] | |||||
Product revenue | |||||
Royalty revenue under the License Agreement with Bellco | |||||
License revenue under the License Agreement with Bellco | [1] | (17) | |||
Total net revenues | $ (17) | ||||
[1] | Under ASC 606, amounts received related to the license under the Bellco license agreement would have been recognized.as revenue at the time that the license was transferred, which was at the time the payments were received by the Company. Under previous guidance, amounts received under the Bellco license agreement were deferred and recognized as revenue over the term of the Bellco license agreement. |
Stock Plans and Share-Based Pay
Stock Plans and Share-Based Payments (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 130 | $ 102 | $ 456 | $ 388 |
Unrecognized compensation cost | $ 949 | |||
Amortized over weighted average remaining requisite service period | 2 years 2 months 12 days | 2 years 3 months 19 days | ||
Equity Compensation Plans [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 1,179 | |||
Performance Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation cost | 230 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 112 | 97 | $ 316 | 163 |
Unrecognized compensation cost | 103 | |||
Amortized over weighted average remaining requisite service period | 6 months | |||
Selling, General and Administrative Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 120 | 94 | $ 426 | 363 |
Selling, General and Administrative Expenses [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 100 | 97 | ||
Research and Development Expenses [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 10 | $ 8 | $ 30 | $ 25 |
Stock option modification expense | 12 | |||
Unrecognized compensation cost | 2 | |||
Research and Development Expenses [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 12 |
Stock Plans, Share-Based Paym51
Stock Plans, Share-Based Payments and Warrants (Details Narrative) (10K) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2016 | Jan. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, shares authorized | 90,000,000 | 90,000,000 | 90,000,000 | ||||
Options outstanding | 6,770,777 | 4,592,347 | 4,303,638 | ||||
Stock options granted | 2,311,542 | 510,520 | |||||
Share-based compensation expense | $ 130 | $ 102 | $ 456 | $ 388 | |||
Weighted-average fair value of options granted | $ 0.36 | $ 0.31 | |||||
Share-based compensation arrangement by share-based payment award, options, outstanding, intrinsic value | $ 170 | $ 25 | |||||
Share-based compensation arrangement by share-based payment award, options, vested and expected to vest, outstanding, aggregate intrinsic value | $ 162 | $ 24 | |||||
Share-based compensation arrangement by share-based payment award, options, vested and expected to vest, outstanding, weighted average remaining contractual term | 7 years 9 months 18 days | 7 years 9 months 18 days | |||||
Employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options | $ 1,357 | ||||||
Employee service share-based compensation, nonvested awards, compensation recognized at the time of certain performance conditions met | 230 | ||||||
Stock based compensation recognized amortization cost | $ 1,127 | ||||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 2 months 12 days | 2 years 3 months 19 days | |||||
Fair value of restricted stock | $ 345 | $ 291 | |||||
Selling, general and administrative expense | $ 1,260 | 770 | $ 3,298 | $ 2,854 | |||
Exercise price per share | $ 0.37 | $ 0.45 | |||||
Warrants exercised, shares | 333,332 | 19,621 | |||||
Warrants exercised | $ 100 | $ 1 | |||||
Class of warrant or right, number of securities called by warrants or rights | 333,332 | 906 | |||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted | 817,144 | 1,047,109 | |||||
Share-based compensation expense | 112 | 97 | $ 316 | $ 163 | |||
Weighted-average fair value of options granted | $ 0.50 | $ 0.35 | |||||
Employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options | $ 238 | ||||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 6 months | ||||||
Selling, general and administrative expense | $ 264 | $ 163 | |||||
Research and Development Expense | 52 | ||||||
General and administrative expenses | 30 | 51 | |||||
Restricted Stock [Member] | Tranche One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Selling, general and administrative expense | 16 | ||||||
Number of shares issued for consulting services | 57,143 | ||||||
Number of shares issued for consulting services value | $ 16 | ||||||
Stock vested date | Jun. 15, 2016 | ||||||
Restricted Stock [Member] | Tranche Two [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Selling, general and administrative expense | 10 | ||||||
Number of shares issued for consulting services | 38,461 | ||||||
Number of shares issued for consulting services value | $ 10 | ||||||
Stock vested date | Sep. 30, 2016 | ||||||
Restricted Stock [Member] | Tranche Three [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Selling, general and administrative expense | 20 | ||||||
Number of shares issued for consulting services | 58,823 | ||||||
Number of shares issued for consulting services value | $ 20 | ||||||
Stock vested date | Apr. 12, 2016 | ||||||
Selling, General and Administrative Expenses [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | 120 | 94 | 426 | 363 | |||
Selling, General and Administrative Expenses [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | 100 | 97 | |||||
Research and Development Expenses [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | 10 | $ 8 | 30 | $ 25 | |||
Research and Development Expenses [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 12 | ||||||
Stock Options Non-Employee Director [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 5 | ||||||
2015 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares reserved and authorized for awards | 7,000,000 | ||||||
2015 Equity Incentive Plan [Member] | Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding | 5,168,598 | ||||||
Stock option plan terms and description | The options issued to employees expire on various dates between May 15, 2025 and December 20, 2027 | ||||||
Stock option vesting term description | Options currently outstanding are fully vested or will vest upon a combination of the following: immediate vesting, performance-based vesting or straight line vesting of two or four years. | ||||||
Stock options granted | 5,611,391 | ||||||
Stock options will vest upon the specified performance condition is met | 2,103,865 | ||||||
2015 Equity Incentive Plan [Member] | Options [Member] | Option and Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares available for future grants | 1,752,135 | ||||||
2015 Equity Incentive Plan [Member] | Non Employee Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding | 442,793 | ||||||
Stock option plan terms and description | Expire on various dates between May 31, 2021 and December 20, 2027. | ||||||
2015 Equity Incentive Plan [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, shares authorized | 10,000,000 | ||||||
Stock options contractual term | 10 years | ||||||
2004 Stock Incentive Plan [Member] | Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding | 368,025 | ||||||
Stock option plan terms and description | The options expire on various dates between January 6, 2019 and February 5, 2024. | ||||||
Stock option vesting term description | Options currently outstanding are fully vested or are currently vesting over a period of four years. | ||||||
2004 Stock Incentive Plan [Member] | Non Employee Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding | 791,361 | ||||||
Stock option plan terms and description | options expire at various dates between January 8, 2020 and November 17, 2024 |
Stock Plans, Share-Based Paym52
Stock Plans, Share-Based Payments and Warrants - Summary of Option Activity (Details) (10-K) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Shares, Outstanding at beginning of year | 4,592,347 | 4,303,638 |
Shares, Options granted | 2,311,542 | 510,520 |
Shares, Options forfeited or expired | (133,112) | (221,811) |
Shares, Outstanding at end of year | 6,770,777 | 4,592,347 |
Weighted Average Exercise Price, Outstanding at beginning of year | $ 0.60 | $ 0.65 |
Weighted Average Exercise Price, Options granted | 0.44 | 0.37 |
Weighted Average Exercise Price, Options forfeited or expired | 0.77 | 1.04 |
Weighted Average Exercise Price, Outstanding at end of year | $ 0.55 | $ 0.60 |
Stock Plans, Share-Based Paym53
Stock Plans, Share-Based Payments and Warrants - Summary of Options Exercisable Vested and Expected to Vest (Details) (10-K) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Shares, Exercisable | 2,271,527 | 1,866,019 |
Shares, Vested and expected to vest | 6,509,821 | 4,434,220 |
Weighted Average Exercise Price, Exercisable | $ 0.65 | $ 0.70 |
Weighted Average Exercise Price, Vested and expected to vest | $ 0.55 | $ 0.61 |
Stock Plans, Share-Based Paym54
Stock Plans, Share-Based Payments and Warrants - Schedule of Fair Value Assumptions (Details) (10-K) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Stock Price Volatility | 104.56% | 114.63% |
Risk-Free Interest Rates | 2.19% | 1.81% |
Expected Life (in years) | 6 years 1 month 9 days | 5 years 9 months 29 days |
Expected Dividend Yield | 0.00% | 0.00% |
Stock Plans, Share-Based Paym55
Stock Plans, Share-Based Payments and Warrants - Summary of Restricted Stock Activity (Details) (10-K) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | ||
Shares, Granted | 2,311,542 | 510,520 |
Weighted Average Grant Date Fair Value, Granted | $ 0.36 | $ 0.31 |
Restricted Stock [Member] | ||
Class of Warrant or Right [Line Items] | ||
Shares, Nonvested Beginning Balance | 957,336 | 501,182 |
Shares, Granted | 817,144 | 1,047,109 |
Shares, Vested | (975,093) | (590,955) |
Shares, Nonvested Ending Balance | 799,387 | 957,336 |
Weighted Average Grant Date Fair Value, Nonvested Beginning Balance | $ 0.35 | $ 0.46 |
Weighted Average Grant Date Fair Value, Granted | 0.50 | 0.35 |
Weighted Average Grant Date Fair Value, Vested | 0.35 | 0.46 |
Weighted Average Grant Date Fair Value, Nonvested Ending Balance | $ 0.50 | $ 0.35 |
Stock Plans, Share-Based Paym56
Stock Plans, Share-Based Payments and Warrants - Summary of Terms of Outstanding Warrants (Details) (10-K) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | ||
Exercise price per share | $ 0.37 | $ 0.45 |
Total Common Shares Issuable | 7,099,010 | 3,291,149 |
Equity-Classified Warrants [Member] | May 2015 - Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Date Issued | Mar. 18, 2015 | |
Expiry Date | Mar. 18, 2020 | |
Exercise price per share | $ 0.85 | |
Total Common Shares Issuable | 917,149 | 917,149 |
Equity-Classified Warrants [Member] | June 2016 - Note and Warrant Agreement [Member] | ||
Class of Warrant or Right [Line Items] | ||
Date Issued | Jun. 7, 2016 | |
Expiry Date | Jun. 7, 2021 | |
Exercise price per share | $ 0.30 | |
Total Common Shares Issuable | 2,374,000 | 2,374,000 |
Equity-Classified Warrants [Member] | March 2017 - Private Placement Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Date Issued | Mar. 22, 2017 | |
Expiry Date | Mar. 22, 2022 | |
Exercise price per share | $ 0.30 | |
Total Common Shares Issuable | 3,807,861 |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||||
Proceeds from warrant exercises | $ 100 | $ 1 |
Net Income (Loss) Per Common 58
Net Income (Loss) Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shares Underlying Warrants Outstanding [Member] | ||||
Excluded anti-dilutive stock options and warrants | 7,099,010 | 7,432,342 | 7,099,010 | 3,291,149 |
Shares Underlying Options Outstanding [Member] | ||||
Excluded anti-dilutive stock options and warrants | 6,474,527 | 5,040,306 | 6,770,777 | 4,592,347 |
Unvested Restricted Stock [Member] | ||||
Excluded anti-dilutive stock options and warrants | 753,528 | 584,467 | 799,387 | 957,336 |
Recent Accounting Pronounceme59
Recent Accounting Pronouncements (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred revenue | $ 265 | $ 227 |
License Agreement [Member] | Bellco [Member] | ||
Deferred revenue | $ 278 |
Inventory, Net - Schedule of In
Inventory, Net - Schedule of Inventory, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | |||
Finished goods | $ 936 | $ 654 | $ 528 |
Raw materials | 73 | 51 | |
Less: Inventory reserve | (81) | (31) | (49) |
Total Inventory, net | $ 928 | $ 674 | $ 479 |
Secured Note Payable (Details N
Secured Note Payable (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 27, 2018 | |
Secured Promissory Note [Member] | Tech Capital, LLC [Member] | ||
Principal amount of secured note payable | $ 1,187 | |
Principal balance of line of credit | $ 1,187 | |
Debt interest rate | 8.00% | |
Maturity date | Apr. 1, 2023 | |
Debt instrument, maturity date, description | Principal and interest payments are due on the first day of each month commencing on May 1, 2018. | |
Debt issuance costs | $ 6 | |
Unsecured Promissory Note [Member] | ||
Debt interest rate | 11.00% |
Secured Revolving Credit Faci62
Secured Revolving Credit Facility (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 17, 2017 | |
Interest expense | $ 86 | $ 66 | $ 302 | $ 172 | ||
Interest expense included in accrued expenses | 328 | 218 | $ 240 | |||
Loan Agreement [Member] | Tech Capital, LLC [Member] | ||||||
Maximum secured revolving credit facility | $ 1,000 | |||||
Principal balance of line of credit | $ 150 | $ 711 | ||||
Loan agreement, term | 12 months | |||||
Line of credit interest rate | 8.25% | |||||
Interest expense | $ 6 | |||||
Loan Agreement [Member] | Tech Capital, LLC [Member] | Revolving Credit Facility [Member] | ||||||
Interest expense | $ 6 | |||||
Interest expense included in accrued expenses | $ 2 | |||||
Loan Agreement [Member] | Tech Capital, LLC [Member] | Prime Rate [Member] | ||||||
Line of credit interest rate | 3.50% | |||||
Loan Agreement [Member] | Tech Capital, LLC [Member] | Prime Rate [Member] | Maximum [Member] | ||||||
Line of credit interest rate | 4.25% |
Secured Revolving Credit Faci63
Secured Revolving Credit Facility (Details Narrative) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 17, 2017 | |
Interest expense | $ 86 | $ 66 | $ 302 | $ 172 | |
Interest expense included in accrued expenses | $ 328 | 218 | $ 240 | ||
Loan and Security Agreement [Member] | Tech Capital, LLC [Member] | |||||
Maximum secured revolving credit facility | $ 1,000 | ||||
Principal balance of line of credit | $ 711 | ||||
Loan agreement, term | 12 months | ||||
Line of credit interest rate | 7.75% | ||||
Revolving credit facility insurance fees | $ 12 | ||||
Interest expense | 29 | ||||
Debt issuance costs | 12 | ||||
Interest expense included in accrued expenses | 4 | ||||
Loan and Security Agreement [Member] | Tech Capital, LLC [Member] | Revolving Credit Facility [Member] | |||||
Interest expense | $ 17 | ||||
Loan and Security Agreement [Member] | Tech Capital, LLC [Member] | Prime Rate [Member] | |||||
Line of credit interest rate | 3.50% | ||||
Loan and Security Agreement [Member] | Tech Capital, LLC [Member] | Prime Rate [Member] | Maximum [Member] | |||||
Line of credit interest rate | 4.25% |
Unsecured Promissory Notes an64
Unsecured Promissory Notes and Warrants (Details Narrative) - USD ($) $ in Thousands | Mar. 30, 2018 | Jun. 07, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Number of warrants issued to purchase of shares of common stock | 333,332 | 906 | ||||
Amortization of debt discount | $ 34 | $ 26 | $ 116 | $ 53 | ||
Interest expense | 86 | 66 | 302 | 172 | ||
Loss on extinguishment of debt | (199) | |||||
Lambda Investors, LLC [Member] | ||||||
Due to related party | 300 | |||||
Lambda [Member] | ||||||
Interest expense related party | 33 | 19 | ||||
Entities Controlled by Member of Management [Member] | ||||||
Due to related party | 30 | |||||
Entities Controlled by Member of Management [Member] | Lambda Investors, LLC [Member] | ||||||
Due to related party | 30 | |||||
Entities Controlled by Member of Management [Member] | Lambda [Member] | ||||||
Interest expense related party | 1 | 8 | $ 3 | $ 2 | ||
Note and Warrant Agreement [Member] | ||||||
Gross proceeds from unsecured promissory notes and warrants | $ 1,187 | |||||
Percentage of accrues interest rate per annum | 11.00% | |||||
Note repayable date | Jun. 7, 2019 | |||||
Proceeds from warrants | $ 393 | |||||
Debt issuance costs | $ 9 | |||||
Amortization of debt discount | 34 | 26 | ||||
Interest expense | $ 30 | $ 33 | ||||
Note and Warrant Agreement [Member] | Investors [Member] | ||||||
Number of warrants issued to purchase of shares of common stock | 2,400,000 | |||||
Secured Note Agreement [Member] | ||||||
Accrued interest | $ 43 | |||||
Loss on extinguishment of debt | 199 | |||||
Secured Note Agreement [Member] | Noteholders [Member] | ||||||
Interest paid | $ 195 |
Unsecured Promissory Notes an65
Unsecured Promissory Notes and Warrants (Details Narrative) (10-K) - USD ($) $ / shares in Units, $ in Thousands | Jun. 07, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Number of warrants issued to purchase of shares of common stock | 333,332 | 906 | |||
Exercise price per share | $ 0.37 | $ 0.45 | |||
Legal fees | $ 9 | ||||
Amortization of debt discount | $ 34 | $ 26 | $ 116 | $ 53 | |
Interest expense | 86 | 66 | 302 | 172 | |
Warrants [Member] | |||||
Legal fees | 4 | ||||
Lambda Investors, LLC [Member] | |||||
Due to related party | 300 | ||||
Lambda [Member] | |||||
Interest expense related party | 33 | 19 | |||
Entities Controlled by Member of Management [Member] | |||||
Due to related party | 30 | ||||
Entities Controlled by Member of Management [Member] | Lambda Investors, LLC [Member] | |||||
Due to related party | 30 | ||||
Entities Controlled by Member of Management [Member] | Lambda [Member] | |||||
Interest expense related party | $ 1 | $ 8 | 3 | 2 | |
Majority Shareholder [Member] | |||||
Due to related party | 300 | ||||
Note Holders [Member] | |||||
Interest expense | 133 | 77 | |||
Interest paid | 195 | ||||
Accrued expenses | 14 | ||||
Note and Warrant Purchase Agreement [Member] | |||||
Gross proceeds from unsecured promissory notes and warrants | $ 1,187 | ||||
Percentage of accrues interest rate per annum | 11.00% | ||||
Note repayable date | Jun. 7, 2019 | ||||
Legal fees | $ 13 | ||||
Proceeds from warrant agreement | 1,187 | ||||
Proceeds from warrants | 393 | ||||
Unsecured promissory notes | $ 794 | ||||
Amortization of debt discount | $ 116 | $ 53 | |||
Note and Warrant Purchase Agreement [Member] | Investors [Member] | |||||
Number of warrants issued to purchase of shares of common stock | 2,400,000 | ||||
Exercise price per share | $ 0.30 | ||||
Warrants exercisable term | 5 years |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Mar. 17, 2017 | Jul. 24, 2015 | Jan. 31, 2017 | Sep. 30, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||||||
Exercise price per share | $ 0.37 | $ 0.45 | ||||||
Stock issued during period, value, new issues | $ 1,066 | |||||||
Proceeds from issuance of common stock | $ 854 | $ 1,187 | $ 1,179 | |||||
Lincoln Park Capital Fund LLC [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock shares sold during the period | 300,000 | 300,000 | ||||||
Gross proceeds from issuance of private placement | $ 113 | |||||||
Limited liability company description for purchase shares level | direct Lincoln Park, at its sole discretion and subject to certain conditions, to purchase up to 100,000 shares of common stock on any business day, provided that at least one business day has passed since the most recent purchase, increasing to up to 200,000 shares depending upon the closing sale price of the common stock | |||||||
Number of shares issued during period | 1,900,000 | 300,000 | ||||||
Proceeds from issuance of common stock | $ 135 | $ 854 | $ 113 | |||||
Lincoln Park Capital Fund LLC [Member] | Registration Rights Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period, value, new issues | $ 10,000 | |||||||
Limited liability company description for purchase shares level | Lincoln Park, and Lincoln Park is obligated to purchase, up to $10.0 million in shares of the Companys common stock, subject to certain limitations, from time to time, over the 36-month period commencing on September 4, 2015. | |||||||
Private Placement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock shares sold during the period | 4,059,994 | |||||||
Gross proceeds from issuance of private placement | $ 1,218 | |||||||
Warrants description | Each unit consisted of one share of the Companys common stock and a five-year warrant to purchase one additional share of common stock. | |||||||
Shares issued price per share | $ 0.30 | |||||||
Proceeds received from certain members of management and existing shareholders | $ 315 | |||||||
Proceeds of equity issuance costs net | 152 | |||||||
Proceeds from private placement | $ 1,066 | |||||||
Number of warrants to placement agent | 81,199 | |||||||
Exercise price per share | $ 0.33 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details Narrative) (10-K) - USD ($) $ / shares in Units, $ in Thousands | Mar. 17, 2017 | Jul. 24, 2015 | Jan. 31, 2017 | Sep. 30, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | |||||||||
Exercise price per share | $ 0.37 | $ 0.45 | |||||||
Stock issued during period, value, new issues | $ 1,066 | ||||||||
Proceeds from issuance of common stock | $ 854 | $ 1,187 | $ 1,179 | ||||||
Lincoln Park Capital Fund LLC [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of common stock shares sold during the period | 300,000 | 300,000 | |||||||
Gross proceeds from issuance of private placement | $ 113 | ||||||||
Limited liability company description for purchase shares level | direct Lincoln Park, at its sole discretion and subject to certain conditions, to purchase up to 100,000 shares of common stock on any business day, provided that at least one business day has passed since the most recent purchase, increasing to up to 200,000 shares depending upon the closing sale price of the common stock | ||||||||
Limited liability company description for regular purchase | Regular Purchase be more than $500,000 | ||||||||
Limited liability company (llc) or limited partnership (lp), members or limited partners, ownership interest | 9.99% | ||||||||
Stock issued during period, shares, other | 250,000 | ||||||||
Fair value of stock issued as commitment fee | $ 163 | ||||||||
Share price | $ 0.45 | ||||||||
Proceeds from issuance of common stock | $ 135 | $ 854 | $ 113 | ||||||
Amortized commitment fee | $ 163 | ||||||||
Private Placement [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Number of common stock shares sold during the period | 4,059,994 | ||||||||
Gross proceeds from issuance of private placement | $ 1,218 | ||||||||
Warrants description | Each unit consisted of one share of the Companys common stock and a five-year warrant to purchase one additional share of common stock. | ||||||||
Shares issued price per share | $ 0.30 | ||||||||
Proceeds received from certain members of management and existing shareholders | $ 315 | ||||||||
Proceeds of equity issuance costs net | 152 | ||||||||
Proceeds from private placement | $ 1,066 | ||||||||
Number of warrants to placement agent | 81,199 | ||||||||
Exercise price per share | $ 0.33 |
Commitments and Contingencies68
Commitments and Contingencies (Details Narrative) | Oct. 08, 2015USD ($) | Mar. 31, 2018USD ($)Products$ / shares | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)aProducts$ / shares | Dec. 31, 2017EUR (€) | Dec. 31, 2016USD ($) | Dec. 31, 2017€ / shares | Sep. 30, 2013 |
Commitments And Contingencies [Line Items] | ||||||||
Deferred revenue | $ 265,000 | $ 227,000 | ||||||
Deferred revenue recognized | 70,000 | |||||||
Royalty income | $ 27,000 | $ 44,000 | 265,000 | 227,000 | ||||
Long-term intangible asset | 2,250,000 | 2,250,000 | ||||||
Other long-term assets | 1,038,000 | 1,072,000 | 1,262,000 | |||||
Accumulated amortization | 1,211,000 | 1,178,000 | 988,000 | |||||
Amortization of other deferred charges | 34,000 | 52,000 | 190,000 | 211,000 | ||||
Interest expense | 10,000 | 7,000 | 24,000 | 42,000 | ||||
Royalty expense and cost of goods sold | 29,000 | 19,000 | ||||||
Accrued expenses | 29,000 | 34,000 | 18,000 | |||||
Accounts payable | 34,000 | |||||||
Security deposit | 20,000 | |||||||
Rent expense | 51,000 | 31,000 | 131,000 | 126,000 | ||||
Interest income | 1,000 | 1,000 | 4,000 | 5,000 | ||||
Investment in lease, net-current portion | 26,000 | 20,000 | 27,000 | |||||
Unearned interest current | 3,000 | 3,000 | 4,000 | |||||
Investment in lease, net-less current portion | 34,000 | 39,000 | 61,000 | |||||
Unearned interest noncurrent | 2,000 | 3,000 | 5,000 | |||||
Minimum lease payments receivable | 60,000 | 59,000 | ||||||
Minimum [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Minimum lease payments receivable | 7,000 | |||||||
License Agreement [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Deferred revenue | 278,000 | |||||||
Deferred revenue recognized | 17,000 | $ 2,798,000 | 69,000 | |||||
Operating Lease One [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Area of a land | a | 7,700 | |||||||
Lease expiration date | expires in November 2022 | expires in November 2022 | ||||||
Security deposit | $ 11,000 | $ 11,000 | ||||||
Monthly rent expense | $ 11,000 | |||||||
Equipment Lease Agreement [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Investment lease | $ 92,000 | |||||||
Unearned interest | 14,000 | |||||||
Equipment Lease Agreement [Member] | Biocon 1, LLC [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Monthly rent expense | $ 1,800 | |||||||
Lease term | 60 months | |||||||
Bellco [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Number of units under first tier royalty receivable | Products | 125,000 | 125,000 | ||||||
First tier royalty per unit | $ / shares | $ 2.10 | $ 1.91 | ||||||
Second tier royalty per unit | $ / shares | $ 1.50 | $ 1.36 | ||||||
Deferred revenue recognized | $ 278,000 | |||||||
Bellco [Member] | License Agreement [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Royalty income | $ 27,000 | $ 27,000 | 140,000 | $ 114,000 | ||||
Bellco [Member] | EUR [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
First tier royalty per unit | (per share) | $ 1.75 | € 1.75 | ||||||
Second tier royalty per unit | (per share) | $ 1.25 | € 1.25 | ||||||
Medica Spa [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Purchase commitment | $ 565,000 | $ 1,900,000 | ||||||
Debt instrument, interest rate, stated percentage | 12.00% | |||||||
Medica Spa [Member] | December 31, 2018 [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Purchase commitment | 3,000,000 | |||||||
Medica Spa [Member] | EUR [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Purchase commitment | 471,000 | € 1,600,000 | ||||||
Medica Spa [Member] | EUR [Member] | December 31, 2018 [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Purchase commitment | $ 2,500,000 | |||||||
Medica [Member] | April 23, 2014 through December 31, 2025 [Member] | ||||||||
Commitments And Contingencies [Line Items] | ||||||||
Royalty rate | 3.00% | 3.00% | 3.00% |
Commitments and Contingencies69
Commitments and Contingencies (Details Narrative) (10-K) | Oct. 08, 2015USD ($) | May 23, 2013USD ($) | May 23, 2013EUR (€) | Feb. 04, 2013USD ($) | Feb. 04, 2013EUR (€) | Apr. 23, 2012USD ($) | Apr. 23, 2012EUR (€) | Mar. 31, 2018USD ($)Products$ / shares | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)aProducts$ / sharesshares | Dec. 31, 2017EUR (€)shares | Dec. 31, 2016USD ($) | Dec. 31, 2017€ / shares | Sep. 26, 2017USD ($) | Sep. 30, 2013 |
Commitments And Contingencies [Line Items] | |||||||||||||||
Deferred revenue | $ 265,000 | $ 227,000 | |||||||||||||
Deferred revenue recognized | 70,000 | ||||||||||||||
Royalty income | $ 27,000 | $ 44,000 | 265,000 | 227,000 | |||||||||||
Long-term intangible asset | 2,250,000 | 2,250,000 | |||||||||||||
Other long-term assets | 1,038,000 | 1,072,000 | 1,262,000 | ||||||||||||
Accumulated amortization | 1,211,000 | 1,178,000 | 988,000 | ||||||||||||
Amortization of other deferred charges | 34,000 | 52,000 | 190,000 | 211,000 | |||||||||||
Interest expense | 10,000 | 7,000 | 24,000 | 42,000 | |||||||||||
Accrued expenses | 29,000 | 34,000 | 18,000 | ||||||||||||
Security deposit | 20,000 | ||||||||||||||
Rent expense | 51,000 | 31,000 | 131,000 | 126,000 | |||||||||||
Interest income | 1,000 | 1,000 | 4,000 | 5,000 | |||||||||||
Investment in lease, net-current portion | 26,000 | 20,000 | 27,000 | ||||||||||||
Unearned interest current | 3,000 | 3,000 | 4,000 | ||||||||||||
Investment in lease, net-less current portion | 34,000 | 39,000 | 61,000 | ||||||||||||
Unearned interest noncurrent | 2,000 | 3,000 | 5,000 | ||||||||||||
License and Supply Agreement [Member] | December 31, 2018 through 2025 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Amortization expense remainder fiscal year | $ 134,000 | ||||||||||||||
License Agreement [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Deferred revenue | 278,000 | ||||||||||||||
Deferred revenue recognized | 17,000 | $ 2,798,000 | 69,000 | ||||||||||||
Operating Lease One [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Area of a land | a | 7,700 | ||||||||||||||
Lease expiration date | expires in November 2022 | expires in November 2022 | |||||||||||||
Monthly rent expense | $ 11,000 | ||||||||||||||
Security deposit | $ 11,000 | 11,000 | |||||||||||||
Operating Lease Two [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Monthly rent expense | 9,000 | ||||||||||||||
Security deposit | $ 21,000 | ||||||||||||||
Equipment Lease Agreement [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Investment lease | $ 92,000 | ||||||||||||||
Unearned interest | 14,000 | ||||||||||||||
Equipment Lease Agreement [Member] | Biocon 1, LLC [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Monthly rent expense | $ 1,800 | ||||||||||||||
Lease term | 60 months | ||||||||||||||
Bellco [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Number of units under first tier royalty receivable | Products | 125,000 | 125,000 | |||||||||||||
First tier royalty per unit | $ / shares | $ 2.10 | $ 1.91 | |||||||||||||
Second tier royalty per unit | $ / shares | $ 1.50 | $ 1.36 | |||||||||||||
Deferred revenue recognized | $ 278,000 | ||||||||||||||
Bellco [Member] | License Agreement [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Royalty income | $ 27,000 | 27,000 | 140,000 | 114,000 | |||||||||||
Bellco [Member] | EUR [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
First tier royalty per unit | (per share) | $ 1.75 | € 1.75 | |||||||||||||
Second tier royalty per unit | (per share) | $ 1.25 | € 1.25 | |||||||||||||
License Agreement with Bellco [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Deferred revenue | 278,000 | 348,000 | |||||||||||||
Deferred revenue recognized | $ 17,000 | 210,000 | 183,000 | ||||||||||||
Royalty income | 27,000 | $ 27,000 | 55,000 | $ 44,000 | |||||||||||
Medica Spa [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | 565,000 | 1,900,000 | |||||||||||||
License agreement payment | $ 500,000 | $ 800,000 | $ 700,000 | $ 2,000,000 | |||||||||||
License agreement options to purchase shares | shares | 300,000 | 300,000 | |||||||||||||
Fair value of stock options granted to medica | $ 273,000 | ||||||||||||||
Debt instrument, interest rate, stated percentage | 12.00% | ||||||||||||||
Medica Spa [Member] | 2017 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | 1,900,000 | ||||||||||||||
Medica Spa [Member] | 2018 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | 2,700,000 | ||||||||||||||
Medica Spa [Member] | 2019 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | 3,300,000 | ||||||||||||||
Medica Spa [Member] | 2020 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | 3,400,000 | ||||||||||||||
Medica Spa [Member] | 2021 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | 3,600,000 | ||||||||||||||
Medica Spa [Member] | 2022 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | 3,800,000 | ||||||||||||||
Medica Spa [Member] | 2023 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | 4,300,000 | ||||||||||||||
Medica Spa [Member] | 2024 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | 4,500,000 | ||||||||||||||
Medica Spa [Member] | 2025 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | $ 4,700,000 | ||||||||||||||
Medica Spa [Member] | EUR [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | $ 471,000 | € 1,600,000 | |||||||||||||
License agreement payment | € | € 400,000 | € 600,000 | € 500,000 | 1,500,000 | |||||||||||
Medica Spa [Member] | EUR [Member] | 2017 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | € | 1,600,000 | ||||||||||||||
Medica Spa [Member] | EUR [Member] | 2018 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | € | 2,500,000 | ||||||||||||||
Medica Spa [Member] | EUR [Member] | 2019 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | € | 3,000,000 | ||||||||||||||
Medica Spa [Member] | EUR [Member] | 2020 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | € | 3,150,000 | ||||||||||||||
Medica Spa [Member] | EUR [Member] | 2021 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | € | 3,300,000 | ||||||||||||||
Medica Spa [Member] | EUR [Member] | 2022 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | € | 3,475,000 | ||||||||||||||
Medica Spa [Member] | EUR [Member] | 2023 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | € | 3,625,000 | ||||||||||||||
Medica Spa [Member] | EUR [Member] | 2024 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | € | 3,825,000 | ||||||||||||||
Medica Spa [Member] | EUR [Member] | 2025 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Purchase commitment | € | € 4,000,000 | ||||||||||||||
Medica [Member] | April 23, 2014 through December 31, 2025 [Member] | |||||||||||||||
Commitments And Contingencies [Line Items] | |||||||||||||||
Royalty rate | 3.00% | 3.00% | 3.00% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Minimum Lease Payments (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Commitments And Contingencies - Schedule Of Minimum Lease Payments Details | ||
2,018 | $ 99 | $ 132 |
2,019 | 136 | 136 |
2,020 | 140 | 140 |
2,021 | 145 | 145 |
2,022 | $ 136 | $ 136 |
Commitments and Contingencies71
Commitments and Contingencies - Schedule of Maturities Minimum Lease Payments Receivable (Details) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Commitments and Contingencies Disclosure [Abstract] | |||
2,018 | $ 19,000 | $ 18,000 | |
2,019 | 19,000 | 19,000 | |
2,020 | 22,000 | 22,000 | |
Total | 60,000 | 59,000 | |
Less: Current portion | (26,000) | (20,000) | $ (27,000) |
Investment in lease, noncurrent | $ 34,000 | $ 39,000 |
Commitments and Contingencies72
Commitments and Contingencies - Contractual Obligations and Commercial Commitments (Details) (10-K) $ in Thousands | Dec. 31, 2017USD ($) | |
Commitments And Contingencies [Line Items] | ||
Payments Due, Total | $ 31,464 | |
Payments Due Within 1 Year | 3,191 | |
Payments Due Within 2 - 3 Years | 7,092 | |
Payments Due Within 4 - 5 Years | 7,681 | |
Payments Due More Than 5 Years | 13,500 | |
Minimum Purchase Commitments [Member] | ||
Commitments And Contingencies [Line Items] | ||
Payments Due, Total | 30,300 | [1] |
Payments Due Within 1 Year | 2,700 | [1] |
Payments Due Within 2 - 3 Years | 6,700 | [1] |
Payments Due Within 4 - 5 Years | 7,400 | [1] |
Payments Due More Than 5 Years | 13,500 | [1] |
Leases [Member] | ||
Commitments And Contingencies [Line Items] | ||
Payments Due, Total | 712 | [2] |
Payments Due Within 1 Year | 141 | [2] |
Payments Due Within 2 - 3 Years | 290 | [2] |
Payments Due Within 4 - 5 Years | 281 | [2] |
Payments Due More Than 5 Years | [2] | |
Employment Contracts [Member] | ||
Commitments And Contingencies [Line Items] | ||
Payments Due, Total | 452 | [3] |
Payments Due Within 1 Year | 350 | [3] |
Payments Due Within 2 - 3 Years | 102 | [3] |
Payments Due Within 4 - 5 Years | [3] | |
Payments Due More Than 5 Years | [3] | |
[1] | License and Supply Agreement with Medica. | |
[2] | In addition to lease obligations for office space, obligations include a lease for various office equipment which expires in 2020. | |
[3] | Relates to employment agreement with Daron Evans, the Company's President and Chief Executive Officer, entered into on April 15, 2015 for a term of four years. |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - Private Placement [Member] - USD ($) $ / shares in Units, $ in Thousands | Apr. 11, 2018 | Mar. 17, 2017 |
Number of common stock sold in private placement | 4,059,994 | |
Subsequent Event [Member] | ||
Number of common stock sold in private placement | 6,500,000 | |
Sale of stock, price per share | $ 0.45 | |
Total gross proceeds | $ 2,900 |
Prepaid Expenses and Other Cu74
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) (10-k) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Assets [Abstract] | ||
Prepaid insurance premiums | $ 39 | $ 66 |
Security deposit | 20 | |
Other | 26 | 29 |
Prepaid expenses and other current assets | $ 85 | $ 95 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) (10-K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 7 | $ 7 | $ 28 | $ 19 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) (10-K) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | |
Property and equipment, gross | $ 817,000 | $ 807,000 | |
Less: accumulated depreciation | 765,000 | 737,000 | |
Property and equipment, net | $ 52,000 | $ 70,000 | $ 35,000 |
Property and equipment, Life | 3 years | 7 years | |
Manufacturing Equipment [Member] | |||
Property and equipment, gross | $ 700,000 | $ 690,000 | |
Manufacturing Equipment [Member] | Minimum [Member] | |||
Property and equipment, Life | 3 years | 3 years | |
Manufacturing Equipment [Member] | Maximum [Member] | |||
Property and equipment, Life | 5 years | 5 years | |
Research Equipment [Member] | |||
Property and equipment, gross | $ 37,000 | $ 37,000 | |
Property and equipment, Life | 5 years | 5 years | |
Computer Equipment [Member] | |||
Property and equipment, gross | $ 43,000 | $ 43,000 | |
Computer Equipment [Member] | Minimum [Member] | |||
Property and equipment, Life | 3 years | 3 years | |
Computer Equipment [Member] | Maximum [Member] | |||
Property and equipment, Life | 4 years | 4 years | |
Furniture and Fixtures [Member] | |||
Property and equipment, gross | $ 37,000 | $ 37,000 | |
Property and equipment, Life | 7 years | 7 years |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) (10-K) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | |||
Accrued legal | $ 90,000 | $ 99,000 | |
Accrued directors' compensation | 30,000 | ||
Accrued royalty | 18,000 | ||
Accrued sales commission | 40,000 | ||
Accrued management bonus | 19,000 | ||
Accrued accounting | 11,000 | 6,000 | |
Accrued interest | 18,000 | 17,000 | |
Accrued other | 59,000 | 51,000 | |
Accrued expenses | $ 328,000 | $ 218,000 | $ 240,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax [Line Items] | ||
Federal statutory rate | 35.00% | 35.00% |
Income tax benefit | $ 1,789,000 | |
Valuation allowance, deferred tax asset, increase, amount | 12,066,000 | |
Operating loss carryforwards | 19,233,000 | |
Research and development credit carryforwards | 170,000 | |
Research Tax Credit Carryforward [Member] | ||
Income Tax [Line Items] | ||
Tax credit carryforward, amount | 1,321,746 | $ 1,220,115 |
Federal [Member] | ||
Income Tax [Line Items] | ||
Operating loss carryforwards | 80,097,444 | |
New Jersey [Member] | ||
Income Tax [Line Items] | ||
Operating loss carryforwards | 19,864,732 | |
Foreign [Member] | ||
Income Tax [Line Items] | ||
Operating loss carryforwards | 7,902,716 | |
New Jersey [Member] | ||
Income Tax [Line Items] | ||
Decrease in deferred tax asstes | $ 1,903,000 | |
Maximum [Member] | ||
Income Tax [Line Items] | ||
Federal statutory rate | 35.00% | |
Maximum [Member] | Foreign [Member] | ||
Income Tax [Line Items] | ||
Operating loss carryforwards, expiration date | Dec. 31, 2037 | |
Minimum [Member] | ||
Income Tax [Line Items] | ||
Federal statutory rate | 21.00% | |
Minimum [Member] | Foreign [Member] | ||
Income Tax [Line Items] | ||
Operating loss carryforwards, expiration date | Dec. 31, 2018 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) (10-K) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Current: Federal | ||
Current: State | (1,789,000) | |
Current: Foreign | ||
Total current tax benefit | (1,789,000) | |
Deferred: Federal | ||
Deferred: State | ||
Deferred: Foreign | ||
Total deferred tax benefit | ||
Income tax benefit | $ (1,789,000) |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) (10-K) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 35.00% | 35.00% |
State taxes | (21.84%) | (5.21%) |
Sale of NJ NOLS and credits | (68.91%) | 0.00% |
Change in federal statutory rate | (441.07%) | 0.00% |
Stock based compensation | (5.48%) | 0.00% |
Other permanent difference due to sale of NJ NOLs and credits | (24.12%) | 0.00% |
State research and development credits | 2.24% | 1.87% |
Other | (12.46%) | 0.97% |
Valuation allowance | 467.73% | (32.63%) |
Effective tax rate | (68.91%) | 0.00% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets (Details) (10-K) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 17,907 | $ 29,861 |
Research and development credits | 1,322 | 1,220 |
Nonqualified stock option compensation expense | 453 | 537 |
Other temporary book - tax differences | 125 | 255 |
Total deferred tax assets | 19,807 | 31,873 |
Valuation allowance for deferred tax assets | (19,807) | (31,873) |
Net deferred tax assets |
401(k) Plan (Details Narrative)
401(k) Plan (Details Narrative) (10-K) - USD ($) $ in Thousands | Jan. 02, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Defined Benefit Plan Disclosure [Line Items] | |||
Contribution expense | $ 39 | $ 44 | |
Three Percent Employee Contribution [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution, percentage | 100.00% | ||
Percentage of employee contributions matched by employer | 3.00% |