Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 05, 2014 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Trovagene, Inc. | ' |
Entity Central Index Key | '0001213037 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 18,902,782 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash and cash equivalents | $34,673,893 | $25,836,937 |
Accounts receivable | 59,910 | 78,994 |
Prepaid expenses and other assets | 295,755 | 152,789 |
Total current assets | 35,029,558 | 26,068,720 |
Property and equipment, net | 817,024 | 750,565 |
Other assets | 346,902 | 336,450 |
Total assets | 36,193,484 | 27,155,735 |
Current liabilities: | ' | ' |
Accounts payable | 379,715 | 286,608 |
Accrued expenses | 1,599,685 | 1,524,092 |
Current portion of long-term debt | ' | 198,166 |
Total current liabilities | 1,979,400 | 2,008,866 |
Long-term debt, less current portion | 14,702,866 | 322,998 |
Derivative financial instruments | 2,181,883 | 4,431,871 |
Total liabilities | 18,864,149 | 6,763,735 |
Commitments and contingencies (Note 9) | ' | ' |
Stockholders' equity | ' | ' |
Preferred stock, $0.001 par value, 20,000,000 shares authorized; 60,600 shares outstanding at June 30, 2014 and December 31, 2013; designated as Series A Convertible Preferred Stock with liquidation preference of $606,000 at June 30, 2014 and December 31, 2013 | 60 | 60 |
Common stock, $0.0001 par value, 150,000,000 shares authorized; 18,902,782 shares issued and outstanding at June 30, 2014 and December 31, 2013 | 1,890 | 1,890 |
Additional paid-in capital | 88,648,577 | 87,433,460 |
Accumulated deficit | -71,321,192 | -67,043,410 |
Total stockholders' equity | 17,329,335 | 20,392,000 |
Total Liabilities and Stockholders' Equity | $36,193,484 | $27,155,735 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares outstanding | 60,600 | 60,600 |
Series A Convertible Preferred Stock, liquidation preference (in dollars) | $606,000 | $606,000 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 18,902,782 | 18,902,782 |
Common stock, shares outstanding | 18,902,782 | 18,902,782 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ' | ' | ' | ' |
Royalty income | $45,628 | $49,000 | $156,581 | $168,123 |
License fees | 10,000 | ' | 10,000 | ' |
Total revenues | 55,628 | 49,000 | 166,581 | 168,123 |
Costs and expenses: | ' | ' | ' | ' |
Research and development | 1,397,173 | 943,849 | 2,839,694 | 1,746,094 |
Selling and marketing | 589,814 | 465,172 | 1,159,404 | 825,632 |
General and administrative | 1,310,239 | 1,014,091 | 2,668,719 | 2,360,348 |
Total operating expenses | 3,297,226 | 2,423,112 | 6,667,817 | 4,932,074 |
Loss from operations | -3,241,598 | -2,374,112 | -6,501,236 | -4,763,951 |
Interest income | 2,079 | ' | 4,470 | ' |
Interest expense | -54,714 | -668 | -64,210 | -668 |
Gain on disposal of equipment | ' | ' | 44,101 | ' |
Change in fair value of derivative instruments-warrants | 2,217,142 | -2,895,310 | 2,249,988 | -1,616,168 |
Net loss | -1,077,091 | -5,270,090 | -4,266,887 | -6,380,787 |
Preferred stock dividend | -1,685 | -9,385 | -10,895 | -15,270 |
Net loss attributable to common stockholders | ($1,078,776) | ($5,279,475) | ($4,277,782) | ($6,396,057) |
Net loss per common share-basic and diluted (in dollars per share) | ($0.06) | ($0.34) | ($0.23) | ($0.41) |
Weighted average shares outstanding - basic and diluted (in shares) | 18,902,782 | 15,583,957 | 18,902,782 | 15,547,352 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Operating activities | ' | ' |
Net loss | ($4,266,887) | ($6,380,787) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Net gain on disposal of fixed assets | -44,101 | ' |
Depreciation and amortization | 111,300 | 43,933 |
Stock based compensation expense | 979,260 | 688,817 |
Stock and warrant issued in connection with consulting services | ' | 198,791 |
Change in fair value of financial instruments | -2,249,988 | 1,616,168 |
Changes in operating assets and liabilities: | ' | ' |
Increase in other assets | -10,452 | -168,531 |
Decrease in accounts receivable | 19,084 | 111,880 |
Increase in prepaid expenses | -142,966 | -104,676 |
Increase in accounts payable and accrued expenses | 152,605 | 629,780 |
Net cash used in operating activities | -5,452,145 | -3,364,625 |
Investing activities: | ' | ' |
Capital expenditures, net | -133,658 | -360,138 |
Net cash used in investing activities | -133,658 | -360,138 |
Financing activities: | ' | ' |
Proceeds from exercise of warrants | ' | 892,104 |
Net borrowings under debt agreements | 14,422,759 | 315,168 |
Net cash provided by financing activities | 14,422,759 | 1,207,272 |
Net change in cash and equivalents | 8,836,956 | -2,517,491 |
Cash and cash equivalents-Beginning of period | 25,836,937 | 10,819,781 |
Cash and cash equivalents-End of period | 34,673,893 | 8,302,290 |
Supplementary disclosure of cash flow activity: | ' | ' |
Cash paid for taxes | 2,400 | 7,650 |
Cash paid for interest | 71,756 | ' |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' |
Preferred stock dividends accrued | 10,895 | 15,270 |
Warrants issued in connection with Loan and Security Agreement | $235,857 | ' |
Business_Overview_Basis_of_Pre
Business Overview, Basis of Presentation and Liquidity | 6 Months Ended | |||
Jun. 30, 2014 | ||||
Business Overview, Basis of Presentation and Liquidity | ' | |||
Business Overview, Basis of Presentation and Liquidity | ' | |||
1. Business Overview, Basis of Presentation and Liquidity | ||||
Business Overview | ||||
Trovagene, Inc. (“Trovagene” or the “Company”) is focused on developing and commercializing its precision cancer monitoring technology, which can inform oncologists and guide treatment decisions by determining a tumor’s mutational status and enabling oncologists to track therapeutic response and resistance over time. | ||||
The Company is in the process of expanding the body of clinical evidence supporting its urine-based cell-free DNA mutation tracking platform through collaborations with major cancer treatment centers and integrated healthcare networks. This year, Trovagene expects that the benefits of its precision cancer monitoring technology will become more apparent in terms of its clinical utility and impact on patient outcomes. The Company’s intellectual property estate protecting its technology includes methods of extracting, purifying, preparing, and detecting cell-free DNA and RNA mutations in both blood and urine. | ||||
Basis of Presentation | ||||
The accompanying unaudited condensed consolidated financial statements of Trovagene, which include its wholly owned subsidiaries Xenomics, Inc., a California corporation, Xenomics Europa Ltd, (an inactive subsidiary formed in the United Kingdom and liquidated) and Etherogen, Inc., a Delaware corporation, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany balances and transactions have been eliminated. Certain items in the comparable prior period’s financial statements have been reclassified to conform to the current period’s presentation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements as of December 31, 2013 and 2012 and for each of the three years ended December 31, 2013 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 17, 2014. The accompanying condensed consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2014, and for all periods presented herein, have been made. The results of operations for the periods ended June 30, 2014 and 2013 are not necessarily indicative of the operating results for the full year. | ||||
In June 2014, the Financial Accounting Standards Board (the FASB) issued an accounting standards update that removes the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to: (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2014, with an option for early adoption. The Company elected early adoption, and does not believe the adoption of the standard had a material impact on our financial position, results of operations or related financial statement disclosures. | ||||
Liquidity | ||||
Trovagene’s condensed consolidated financial statements as of June 30, 2014 have been prepared under the assumption that Trovagene will continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to generate additional revenue. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Based on current plans the Company will be required to raise additional capital within the next twenty-four months to complete the development and commercialization of current product candidates and to continue to fund operations at its current projected cash expenditure levels. | ||||
Cash used in operating activities was $5,452,145 and $3,364,625, for the six months ended June 30, 2014 and 2013, respectively. During the six months ended June 30, 2014 and 2013, the Company incurred a net loss of $4,266,887 and $6,380,787, respectively. | ||||
To date, Trovagene’s sources of cash have been primarily related to financing activities, including the sale of debt and equity securities, debt borrowings and proceeds from exercise of warrants and options. During the six months ended June 30, 2014, cash provided by financing activities was $14,422,759 and resulted from debt borrowings, while in the same period of the prior year, $1,207,272 was provided by debt borrowings and the exercise of warrants. The Company cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that the Company can raise additional funds by issuing equity securities, the Company’s stockholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact the Company’s ability to conduct its business. | ||||
If the Company is unable to raise additional capital when required or on acceptable terms, it may have to significantly delay, scale back or discontinue the development and/or commercialization of one or more of its product candidates. The Company may also be required to: | ||||
· | Seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; and | |||
· | Relinquish licenses or otherwise dispose of rights to technologies, product candidates or products that the Company would otherwise seek to develop or commercialize themselves, on unfavorable terms. | |||
The Company has approximately $33.6 million of cash and cash equivalents at July 31, 2014. | ||||
Net_Loss_Per_Share
Net Loss Per Share | 6 Months Ended | |||||
Jun. 30, 2014 | ||||||
Net Loss Per Share | ' | |||||
Net Loss Per Share | ' | |||||
2. Net Loss Per Share | ||||||
Basic and diluted net loss per share is presented in conformity with ASC Topic 260, Earnings per Share, for all periods presented. In accordance with this guidance, basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. In a period where there is a net loss position, diluted weighted-average shares are the same as basic weighted-average shares. Shares used in calculating basic and diluted net loss per common share for the six months ended June 30 exclude as antidilutive the following share equivalents: | ||||||
June 30, | ||||||
2014 | 2013 | |||||
Options to purchase Common Stock | 3,897,249 | 4,012,710 | ||||
Warrants to purchase Common stock | 6,302,286 | 6,796,491 | ||||
Series A Convertible Preferred Stock | 63,125 | 81,354 | ||||
10,262,660 | 10,890,555 | |||||
Accounting_for_ShareBased_Paym
Accounting for Share-Based Payments | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Accounting for Share-Based Payments | ' | |||||||||||||
Accounting for Share-Based Payments | ' | |||||||||||||
3. Accounting for Share-Based Payments | ||||||||||||||
Stock Options | ||||||||||||||
ASC Topic 718 “Compensation—Stock Compensation” requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. ASC Topic 718 did not change the way Trovagene accounts for non-employee stock-based compensation. Trovagene accounts for shares of common stock, stock options and warrants issued to non-employees based on the fair value of the stock, stock option or warrant, if that value is more reliably measurable than the fair value of the consideration or services received. The Company accounts for stock options issued and vesting to non-employees in accordance with ASC Topic 505-50 “ Equity-Based Payment to Non-Employees” whereas the value of the stock compensation is based upon the measurement date as determined at either: a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Accordingly the fair value of these options is being “marked to market” quarterly until the measurement date is determined. | ||||||||||||||
Stock-based compensation expense related to Trovagene options have been recognized in operating results as follow: | ||||||||||||||
Three Months | Six Months | |||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Included in research and development expense | $ | 166,019 | $ | 179,892 | $ | 355,653 | $ | 302,209 | ||||||
Included in selling and marketing expense | 29,989 | 24,085 | 52,670 | 45,802 | ||||||||||
Included in general and administrative expense | 223,479 | 143,365 | 570,937 | 340,806 | ||||||||||
Total stock-based compensation expense | $ | 419,487 | $ | 347,342 | $ | 979,260 | $ | 688,817 | ||||||
The unrecognized compensation cost related to non-vested stock options outstanding at June 30, 2014 and 2013, net of expected forfeitures, was $3,364,401 and $3,708,208, respectively, both to be recognized over a weighted-average remaining vesting period of approximately three years. The weighted average remaining contractual term of outstanding options as of June 30, 2014 was approximately seven years. | ||||||||||||||
The estimated fair value of stock option awards was determined on the date of grant using the Black-Scholes option valuation model with the following assumptions during the following periods indicated: | ||||||||||||||
Six Months Ended | ||||||||||||||
June 30, | ||||||||||||||
2014 | 2013 | |||||||||||||
Risk-free interest rate | 1.46-1.69 | % | 0.74-1.48 | % | ||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
Expected volatility | 74-84 | % | 97-100 | % | ||||||||||
Expected term (in years) | 5.0 yrs. | 5.0 yrs. | ||||||||||||
A summary of stock option activity and of changes in stock options outstanding under the Trovagene Stock Option Plan is presented below: | ||||||||||||||
Total Options | Weighted Average | Intrinsic | ||||||||||||
Exercise Price | Value | |||||||||||||
Per Share | ||||||||||||||
Balance outstanding, December 31, 2013 | 4,287,545 | $ | 5.18 | |||||||||||
Granted | 281,870 | |||||||||||||
Forfeited | (672,166 | ) | ||||||||||||
Balance outstanding, June 30, 2014 | 3,897,249 | $ | 4.79 | $ | 929,688 | |||||||||
Exercisable at June 30, 2014 | 2,000,679 | $ | 4.88 | $ | 576,626 | |||||||||
The Trovagene Stock Option Plan expired on June 24, 2014. The Trovagene Inc. 2014 Equity Incentive Plan, authorizing up to 2,500,000 shares of common stock for issuance under the Plan, was proposed and is pending approval at the September 17, 2014 Annual Shareholders’ Meeting. | ||||||||||||||
Warrants | ||||||||||||||
A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications is presented below: | ||||||||||||||
Total Warrants | Weighted Average | Weighted Average | ||||||||||||
Exercise Price | Remaining Contractual | |||||||||||||
Per Share | Term | |||||||||||||
Balance outstanding, December 31, 2013 | 6,233,483 | $ | 3.87 | 4.5 years | ||||||||||
Granted | 85,470 | $ | 3.51 | |||||||||||
Forfeited | (16,667 | ) | $ | 10.8 | ||||||||||
Balance outstanding, June 30, 2014 | 6,302,286 | $ | 3.84 | $ | 4.1 years | |||||||||
Stockholders_Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2014 | |
Stockholders' Equity | ' |
Stockholders' Equity | ' |
4.Stockholders’ Equity | |
Common Stock | |
On January 25, 2013, the Company filed a Form S-3 Registration Statement to offer and sell in one or more offerings, any combination of common stock, preferred stock, warrants, or units having an aggregate initial offering price not exceeding $150,000,000. The preferred stock, warrants, and units may be convertible or exercisable or exchangeable for common stock or preferred stock or other Trovagene securities. This form was declared effective on February 4, 2013. In addition, in connection with the Form S-3, the Company entered into an agreement with Cantor Fitzgerald & Co. (“Agent”) on January 25, 2013 to issue and sell up to $30,000,000 of shares of common stock through them. As payment for its services, the Agent is entitled to a 3% commission on gross proceeds. There were no sales of common stock during the six months ended June 30, 2014. | |
Asset_Purchase_Agreement
Asset Purchase Agreement | 6 Months Ended |
Jun. 30, 2014 | |
Asset Purchase Agreement | ' |
Asset Purchase Agreement | ' |
5. Asset Purchase Agreement | |
On February 1, 2012, the Company entered into an asset purchase agreement with MultiGen Diagnostics, Inc. The Company determined that the acquired asset did not meet the definition of a business, as defined in ASC 805, Business Combinations and was accounted for under ASC 350, Intangibles- Goodwill and Other . In connection with the acquisition, the Company issued 125,000 shares of restricted common stock to MultiGen. In addition, up to an additional $3.7 million may be paid in a combination of common stock and cash to MultiGen upon the achievement of specific sales and earnings targets. In addition, in connection with the acquisition, the Company entered into a Reagent Supply Agreement dated as of February 1, 2012 pursuant to which MultiGen will supply and deliver reagents to be used in connection with a Clinical Laboratory Improvement Amendment (CLIA) laboratory. The total purchase consideration was determined to be $187,500 which was paid in the Company’s common stock and allocated to an indefinite lived intangible asset related to the CLIA license. | |
Under ASC Topic 805, Business Combinations, the Company was required to assess the fair value of the assets acquired and the contingent consideration at the date of acquisition. Therefore, the Company assessed the fair value of the assets purchased and concluded that the purchase price would be allocated entirely to one intangible asset, a CLIA license. The contingent consideration of the $3.7 million milestone was determined to have no fair value by applying a weighted average probability on the achievement of the milestones developed during the valuation process. The Company assesses the fair value of the contingent consideration at each quarter and makes adjustments as necessary until the milestone dates have expired. As of June 30, 2014, no adjustments to the fair value of the contingent consideration have been necessary, and therefore the fair value of the contingent consideration remains unchanged. | |
Derivative_Financial_Instrumen
Derivative Financial Instruments - Warrants | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Derivative Financial Instruments - Warrants | ' | ||||||||
Derivative Financial Instruments - Warrants | ' | ||||||||
6. Derivative Financial Instruments - Warrants | |||||||||
The Company follows the provisions of ASC Topic 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity” (“ASC Topic 815-40”) for its derivative instruments. ASC Topic 815-40 clarifies the determination of whether an instrument issued by an entity (or an embedded feature in the instrument) is indexed to an entity’s own stock, which would qualify as a scope exception under ASC Topic 815-10. | |||||||||
Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, Trovagene has determined that the warrants issued in connection with certain of its debentures must be recorded as derivative liabilities. Accordingly the warrants are also being re-measured at each balance sheet date based on estimated fair value, and any resultant changes in fair value is being recorded in the Company’s condensed consolidated statement of operations. | |||||||||
The Company estimates the fair value of the warrants issued in connection with certain of its debentures using the Black-Scholes model in order to determine the associated derivative instrument liability and change in fair value described above. The following range of assumptions was used to determine the fair value of the warrants during the periods indicated: | |||||||||
Six Months Ended | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
Estimated fair value of Trovagene common stock | $ | 3.50-$5.73 | $ | 6.26-6.99 | |||||
Expected warrant term | 4.5-4.8 years | 4 months – 5.8 years | |||||||
Risk-free interest rate | 1.62-1.73% | 0.04-1.41% | |||||||
Expected volatility | 74-83% | 97-100% | |||||||
Dividend yield | 0% | 0% | |||||||
The following table sets forth the components of changes in the Company’s derivative financial instruments liability balance, valued using the Black-Scholes option pricing method, for the periods indicated: | |||||||||
Date | Description | Warrants | Derivative | ||||||
Instrument | |||||||||
Liability | |||||||||
December 31, 2013 | Balance of derivative financial instruments liability | 1,013,961 | $ | 4,431,871 | |||||
Change in fair value of warrants during the period recognized as a gain in the condensed consolidated statement of operations | — | (2,249,988 | ) | ||||||
June 30, 2014 | Balance of derivative financial instruments liability | 1,013,961 | $ | 2,181,883 | |||||
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Fair Value Measurements | ' | |||||||||||||
7. Fair Value Measurements | ||||||||||||||
Fair value of financial instruments | ||||||||||||||
The following table presents the Company’s assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy as of June 30, 2014 and December 31, 2013: | ||||||||||||||
Fair Value Measurements at | ||||||||||||||
June 30, 2014 | ||||||||||||||
Quoted Prices | Significant | Significant | Total | |||||||||||
in Active | Other | Unobservable | ||||||||||||
Markets for | Observable | Inputs | ||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||
and Liabilities | (Level 2) | |||||||||||||
(Level 1) | ||||||||||||||
Assets: | ||||||||||||||
Money market fund (1) | $ | 20,181,958 | $ | — | $ | — | $ | 20,181,958 | ||||||
Total Assets | $ | 20,181,958 | $ | — | $ | — | $ | 20,181,958 | ||||||
Liabilities: | ||||||||||||||
Derivative liabilities related to warrants | — | $ | — | $ | 2,181,883 | $ | 2,181,883 | |||||||
Total Liabilities | $ | — | $ | — | $ | 2,181,883 | $ | 2,181,883 | ||||||
Fair Value Measurements at | ||||||||||||||
December 31, 2013 | ||||||||||||||
Quoted Prices | Significant | Significant | Total | |||||||||||
in Active | Other | Unobservable | ||||||||||||
Markets for | Observable | Inputs | ||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||
and Liabilities | (Level 2) | |||||||||||||
(Level 1) | ||||||||||||||
Assets: | ||||||||||||||
Money market fund (1) | $ | 25,703,330 | $ | — | $ | — | $ | 25,703,330 | ||||||
Total Assets | $ | 25,703,330 | $ | — | $ | — | $ | 25,703,330 | ||||||
Liabilities: | ||||||||||||||
Derivative liabilities related to warrants | — | $ | — | $ | 4,431,871 | $ | 4,431,871 | |||||||
Total Liabilities | $ | — | $ | — | $ | 4,431,871 | $ | 4,431,871 | ||||||
-1 | Included as a component of cash and cash equivalents on the accompanying condensed consolidated balance sheets. | |||||||||||||
The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the six months ended June 30, 2014: | ||||||||||||||
Description | Balance at | Unrealized | Balance at | |||||||||||
December 31, | Gain | June 30, | ||||||||||||
2013 | 2014 | |||||||||||||
Derivative liabilities related to Warrants | $ | 4,431,871 | $ | (2,249,988 | ) | $ | 2,181,883 | |||||||
The unrealized gain on the derivative liabilities is recorded as a change in fair value of derivative liabilities in the Company’s condensed consolidated statement of operations. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, the Company reviews the assets and liabilities that are subject to ASC Topic 815-40. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3. | ||||||||||||||
Debt
Debt | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Debt | ' | ||||
Debt | ' | ||||
8. Debt | |||||
Equipment Line of Credit | |||||
In June 2013, the Company entered into a Loan and Security Agreement (“Equipment Line of Credit”) with Silicon Valley Bank that provided for cash borrowings for equipment of up to $1.0 million, secured by the equipment financed. Under the terms of the agreement, interest was the greater of 5% or 4.6% above the U.S. Treasury Note as of the date of each borrowing. Interest only payments were due on borrowings through December 31, 2013, with both interest and principal payments commencing in January 2014. Any equipment advances after December 31, 2013 were subject to principal and interest payments immediately over a 30 month period following the advance. In June 2014, the equipment loan was paid in full, the Company had no further obligations thereunder, and the bank released its security interest in such assets. | |||||
The Company recorded approximately $61,000 in interest expense related to the Equipment Line of Credit during the six months ended June 30, 2014. | |||||
Loan and Security Agreement | |||||
In June 2014, the Company entered into a $15,000,000 loan and security agreement with two banks pursuant to which the lenders provided the Company a term loan, which was funded at closing. The interest rate on such loan is 7.07% per annum. The Company will make interest only payments on the outstanding amount of the loan on a monthly basis through July 2015, after which equal monthly payments of principal and interest are due until the loan maturity date of July 1, 2018. The loan is secured by a security interest in all of the Company’s assets except intellectual property, which is subject to a negative pledge. In connection with the loan, the lenders received a warrant to purchase an aggregate 85,470 shares of the Company’s common stock at an exercise price of $3.51 per share exercisable for ten years from the date of issuance. The original value of the warrants, totaling $235,857, was recorded as debt discount and additional paid-in capital. | |||||
At the Company’s option, it may prepay all of the outstanding principal balance, subject to certain pre-payment fees ranging from 1% to 3% of the prepayment amount. In the event of a final payment of the loans under the loan agreement, either in the event of repayment of the loan at maturity or upon any prepayment, the Company is obligated to pay the amortized portion of the final fee of $1,050,000. | |||||
The Company is also subject to certain affirmative and negative covenants under the loan agreement, including limitations on its ability to: undergo certain change of control events; convey, sell, lease, license, transfer or otherwise dispose of any equipment financed by loans under the loan agreement; create, incur, assume, guarantee or be liable with respect to indebtedness, subject to certain exceptions; grant liens on any equipment financed under the loan agreement; and make or permit any payment on specified subordinated debt. In addition, under the loan agreement, subject to certain exceptions, the Company is required to maintain with the lender its primary operating, other deposit and securities accounts. | |||||
Long-term debt and unamortized discount balances are as follows: | |||||
Balance at December 31, 2013 | $ | — | |||
Face value of term loan | 15,000,000 | ||||
Fair value of warrants and loan costs | (297,134 | ) | |||
Accretion of debt discount | — | ||||
Balance at June 30, 2014 | $ | 14,702,866 | |||
Future minimum payments under the loan and security agreement are as follows: | |||||
Year Ending December 31, | |||||
2014 | $ | 441,875 | |||
2015 | 2,936,808 | ||||
2016 | 5,563,640 | ||||
2017 | 5,563,640 | ||||
2018 | 4,295,457 | ||||
Total future minimum payments | 18,801,420 | ||||
Unamortized interest | (3,801,420 | ) | |||
Debt discount | (297,134 | ) | |||
Total minimum payment | 14,702,866 | ||||
Current portion | — | ||||
Long-term debt | $ | 14,702,866 | |||
The Company recorded approximately $3,000 in interest expense related to the Loan and Security Agreement during the six months ended June 30, 2014. | |||||
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies. | ' |
Commitments and Contingencies | ' |
9. Commitments and Contingencies | |
Executive and Consulting Agreements | |
The Company has contracted with various consultants and third parties, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). The executive agreements with the CEO and CFO provide for severance payments. | |
Lease Agreement | |
The Company leases approximately 8,300 square feet of office space at a monthly rental rate of approximately $18,300 to $20,000 during the remaining term of the lease, through December 2017. Effective May 14, 2014, the Company entered into the 5th amendment of its lease (the “Agreement”), that will increase the leased space by 4,751 square feet and increase the monthly rent by approximately $10,500 per month, commencing with occupation of the new space, which is expected to occur in the fourth quarter of 2014. | |
Research and Development Agreements | |
During 2012, the Company entered into research agreements with University of Texas MD Anderson Cancer Center (“MDACC”) to provide samples and evaluate methods used by the Company in identification of pancreatic cancer mutations, as well as to measure the degree of concordance between results of cell-free DNA mutations analysis from urine samples and tumor tissue. During 2013, the agreements were amended to increase the scope of the agreements. Under these agreements, the Company has committed to pay approximately $266,000 for the services performed by MDACC. As of June 30, 2014, the Company has incurred and recorded approximately $204,000 of research and development expenses related to these agreements. | |
In April 2013, the Company entered into a research and development agreement with PerkinElmer Health Sciences, Inc. (“PerkinElmer”) pursuant to which the Company will design an assay, based on the Company’s urine-based cell-free molecular diagnostic technology, to determine the risk for developing hepatocellular carcinoma. A notice of termination was received in March 2014 terminating the agreement. No further commitments exist from either party. The Company had recognized milestone payments received from PerkinElmer as a reduction in research and development costs as the services were performed. Amounts received in advance of services performed were recorded as accrued liabilities until the services for which the payment had been received were performed. Through the date of termination of the agreement, the Company had received milestone payments of approximately $90,000 and incurred and recorded approximately $90,000 of research and development costs. | |
In June 2013, the Company entered into a research agreement with Illumina, Inc. (“Illumina”) pursuant to which the parties will work together to evaluate the potential for integrating the Company’s transrenal technology for isolating, extracting and genetic analysis of nucleic acids from urine with Illumina’s genetic analysis sequencing technology (the “Research Plan”). The parties have agreed that all results and reagents from the Research Plan will be shared between the parties. The agreement will terminate upon the earlier of 30 days after completion of the research plan or the one year anniversary of the agreement unless extended by mutual written agreement. | |
In August 2013, the Company entered into a clinical trial agreement with the University of Southern California (“USC”), pursuant to which USC will provide the principal investigator and conduct the clinical trial related to the genetic characterization of metastatic colorectal cancers. Under the agreement, the Company may pay USC approximately $232,000 for services provided. Through June 30, 2014 the Company has incurred and recorded approximately $5,000 of research and development expense related to this agreement. | |
In December 2013, the Company entered into a clinical trial agreement with US Oncology Research LLC (“USOR”), pursuant to which USOR will provide the principal investigator and conduct the clinical trial related to the examining the utility of transrenal quantitative KRAS testing in disease monitoring in patients with metastatic pancreatic cancer. Under the agreement, the Company may pay USOR approximately $270,000 for services provided. As of June 30, 2014 the Company has incurred and recorded approximately $32,000 of research and development expense related to this agreement. | |
On May 8, 2014, the Company entered into a Patent Assignment and License Agreement, effective as of April 23, 2014, with GenSignia IP Ltd., a United Kingdom company, pursuant to which the Company assigned all of its miRNA patents, including methods of using miRNA for detection of in vivo cell death and detecting cell-free miRNA in urine and blood. Concurrent with the assignment, GenSignia granted to the Company an exclusive, world-wide, royalty-free, fully paid, perpetual license under the transferred patents in the urine field. Pursuant to the agreement, GenSignia will pay the Company a low single digit royalty on net sales and will pay an aggregate $6.5 million in milestone payments upon the achievement of up to $150 million in net sales. GenSignia shall be responsible for the preparation, filing and maintenance of all patents under the agreement. Antonius Schuh, the Company’s CEO and a director, is a director of GenSignia. Dr. Schuh did not participate in any negotiations with respect to the agreement and recused himself from any director vote in connection with the agreement. As of June 30, 2014, the Company had recorded $10,000 in license fee revenue related to the agreement. No costs or expenses have been incurred through June 30, 2014. | |
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 6 Months Ended | |||||
Jun. 30, 2014 | ||||||
Net Loss Per Share | ' | |||||
Schedule of antidilutive securities excluded from the calculation of basic and diluted loss per share | ' | |||||
June 30, | ||||||
2014 | 2013 | |||||
Options to purchase Common Stock | 3,897,249 | 4,012,710 | ||||
Warrants to purchase Common stock | 6,302,286 | 6,796,491 | ||||
Series A Convertible Preferred Stock | 63,125 | 81,354 | ||||
10,262,660 | 10,890,555 | |||||
Accounting_for_ShareBased_Paym1
Accounting for Share-Based Payments (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Accounting for Share-Based Payments | ' | |||||||||||||
Schedule of stock-based compensation expense | ' | |||||||||||||
Three Months | Six Months | |||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Included in research and development expense | $ | 166,019 | $ | 179,892 | $ | 355,653 | $ | 302,209 | ||||||
Included in selling and marketing expense | 29,989 | 24,085 | 52,670 | 45,802 | ||||||||||
Included in general and administrative expense | 223,479 | 143,365 | 570,937 | 340,806 | ||||||||||
Total stock-based compensation expense | $ | 419,487 | $ | 347,342 | $ | 979,260 | $ | 688,817 | ||||||
Schedule of assumptions to estimate fair value of stock option awards | ' | |||||||||||||
Six Months Ended | ||||||||||||||
June 30, | ||||||||||||||
2014 | 2013 | |||||||||||||
Risk-free interest rate | 1.46-1.69 | % | 0.74-1.48 | % | ||||||||||
Dividend yield | 0 | % | 0 | % | ||||||||||
Expected volatility | 74-84 | % | 97-100 | % | ||||||||||
Expected term (in years) | 5.0 yrs. | 5.0 yrs. | ||||||||||||
Summary of stock option activity and of changes in stock options outstanding | ' | |||||||||||||
Total Options | Weighted Average | Intrinsic | ||||||||||||
Exercise Price | Value | |||||||||||||
Per Share | ||||||||||||||
Balance outstanding, December 31, 2013 | 4,287,545 | $ | 5.18 | |||||||||||
Granted | 281,870 | |||||||||||||
Forfeited | (672,166 | ) | ||||||||||||
Balance outstanding, June 30, 2014 | 3,897,249 | $ | 4.79 | $ | 929,688 | |||||||||
Exercisable at June 30, 2014 | 2,000,679 | $ | 4.88 | $ | 576,626 | |||||||||
Summary of warrant activity and changes in warrants outstanding | ' | |||||||||||||
Total Warrants | Weighted Average | Weighted Average | ||||||||||||
Exercise Price | Remaining Contractual | |||||||||||||
Per Share | Term | |||||||||||||
Balance outstanding, December 31, 2013 | 6,233,483 | $ | 3.87 | 4.5 years | ||||||||||
Granted | 85,470 | $ | 3.51 | |||||||||||
Forfeited | (16,667 | ) | $ | 10.8 | ||||||||||
Balance outstanding, June 30, 2014 | 6,302,286 | $ | 3.84 | $ | 4.1 years | |||||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments - Warrants (Tables) (Black Scholes Option Pricing Method [Member]) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Black Scholes Option Pricing Method [Member] | ' | ||||||||
Derivative financial instruments | ' | ||||||||
Schedule of assumptions used to determine the fair value of the warrants | ' | ||||||||
Six Months Ended | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
Estimated fair value of Trovagene common stock | $ | 3.50-$5.73 | $ | 6.26-6.99 | |||||
Expected warrant term | 4.5-4.8 years | 4 months – 5.8 years | |||||||
Risk-free interest rate | 1.62-1.73% | 0.04-1.41% | |||||||
Expected volatility | 74-83% | 97-100% | |||||||
Dividend yield | 0% | 0% | |||||||
Schedule of components of changes in the Company's derivative financial instruments liability balance | ' | ||||||||
Date | Description | Warrants | Derivative | ||||||
Instrument | |||||||||
Liability | |||||||||
December 31, 2013 | Balance of derivative financial instruments liability | 1,013,961 | $ | 4,431,871 | |||||
Change in fair value of warrants during the period recognized as a gain in the condensed consolidated statement of operations | — | (2,249,988 | ) | ||||||
June 30, 2014 | Balance of derivative financial instruments liability | 1,013,961 | $ | 2,181,883 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Schedule of the Company's assets and liabilities that are measured and recognized at fair value on a recurring basis classified under the appropriate level of the fair value hierarchy | ' | |||||||||||||
Fair Value Measurements at | ||||||||||||||
June 30, 2014 | ||||||||||||||
Quoted Prices | Significant | Significant | Total | |||||||||||
in Active | Other | Unobservable | ||||||||||||
Markets for | Observable | Inputs | ||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||
and Liabilities | (Level 2) | |||||||||||||
(Level 1) | ||||||||||||||
Assets: | ||||||||||||||
Money market fund (1) | $ | 20,181,958 | $ | — | $ | — | $ | 20,181,958 | ||||||
Total Assets | $ | 20,181,958 | $ | — | $ | — | $ | 20,181,958 | ||||||
Liabilities: | ||||||||||||||
Derivative liabilities related to warrants | — | $ | — | $ | 2,181,883 | $ | 2,181,883 | |||||||
Total Liabilities | $ | — | $ | — | $ | 2,181,883 | $ | 2,181,883 | ||||||
Fair Value Measurements at | ||||||||||||||
December 31, 2013 | ||||||||||||||
Quoted Prices | Significant | Significant | Total | |||||||||||
in Active | Other | Unobservable | ||||||||||||
Markets for | Observable | Inputs | ||||||||||||
Identical Assets | Inputs | (Level 3) | ||||||||||||
and Liabilities | (Level 2) | |||||||||||||
(Level 1) | ||||||||||||||
Assets: | ||||||||||||||
Money market fund (1) | $ | 25,703,330 | $ | — | $ | — | $ | 25,703,330 | ||||||
Total Assets | $ | 25,703,330 | $ | — | $ | — | $ | 25,703,330 | ||||||
Liabilities: | ||||||||||||||
Derivative liabilities related to warrants | — | $ | — | $ | 4,431,871 | $ | 4,431,871 | |||||||
Total Liabilities | $ | — | $ | — | $ | 4,431,871 | $ | 4,431,871 | ||||||
(1)Included as a component of cash and cash equivalents on the accompanying condensed consolidated balance sheets. | ||||||||||||||
Schedule of changes in the fair value of the Company's Level 3 liabilities | ' | |||||||||||||
Description | Balance at | Unrealized | Balance at | |||||||||||
December 31, | Gain | June 30, | ||||||||||||
2013 | 2014 | |||||||||||||
Derivative liabilities related to Warrants | $ | 4,431,871 | $ | (2,249,988 | ) | $ | 2,181,883 | |||||||
Debt_Tables
Debt (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Debt | ' | ||||
Schedule of Long-term debt and unamortized discount | ' | ||||
Balance at December 31, 2013 | $ | — | |||
Face value of term loan | 15,000,000 | ||||
Fair value of warrants and loan costs | (297,134 | ) | |||
Accretion of debt discount | — | ||||
Balance at June 30, 2014 | $ | 14,702,866 | |||
Schedule of future minimum payments under loan and security agreement | ' | ||||
Year Ending December 31, | |||||
2014 | $ | 441,875 | |||
2015 | 2,936,808 | ||||
2016 | 5,563,640 | ||||
2017 | 5,563,640 | ||||
2018 | 4,295,457 | ||||
Total future minimum payments | 18,801,420 | ||||
Unamortized interest | (3,801,420 | ) | |||
Debt discount | (297,134 | ) | |||
Total minimum payment | 14,702,866 | ||||
Current portion | — | ||||
Long-term debt | $ | 14,702,866 | |||
Business_Overview_Basis_of_Pre1
Business Overview, Basis of Presentation and Liquidity (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jul. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Going Concern | ' | ' | ' | ' | ' | ' | ' |
Cash used in operating activities | ' | ' | $5,452,145 | $3,364,625 | ' | ' | ' |
Net loss | -1,077,091 | -5,270,090 | -4,266,887 | -6,380,787 | ' | ' | ' |
Net cash provided by financing activities | ' | ' | 14,422,759 | 1,207,272 | ' | ' | ' |
Cash and cash equivalents | $34,673,893 | $8,302,290 | $34,673,893 | $8,302,290 | $33,600,000 | $25,836,937 | $10,819,781 |
Net_Loss_Per_Share_Details
Net Loss Per Share (Details) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Net Loss Per Share | ' | ' |
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 10,262,660 | 10,890,555 |
Employee Stock Option [Member] | ' | ' |
Net Loss Per Share | ' | ' |
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 3,897,249 | 4,012,710 |
Warrant [Member] | ' | ' |
Net Loss Per Share | ' | ' |
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 6,302,286 | 6,796,491 |
Convertible Preferred Stock [Member] | ' | ' |
Net Loss Per Share | ' | ' |
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 63,125 | 81,354 |
Accounting_for_ShareBased_Paym2
Accounting for Share-Based Payments (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Stock-based compensation expense | ' | ' | ' | ' |
Total stock-based compensation expense | $419,487 | $347,342 | $979,260 | $688,817 |
Research And Development Expense [Member] | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | ' | ' |
Total stock-based compensation expense | 166,019 | 179,892 | 355,653 | 302,209 |
Selling And Marketing Expense [Member] | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | ' | ' |
Total stock-based compensation expense | 29,989 | 24,085 | 52,670 | 45,802 |
General And Administrative Expense [Member] | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | ' | ' |
Total stock-based compensation expense | $223,479 | $143,365 | $570,937 | $340,806 |
Accounting_for_ShareBased_Paym3
Accounting for Share-Based Payments (Details 2) (USD $) | 6 Months Ended | 12 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Equity incentive plan 2014 [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | |||
Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | ||||||
Unrecognized compensation cost | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost | ' | ' | ' | $3,364,401 | $3,708,208 | ' | ' | ' | ' |
Weighted-average remaining vesting period for recognition | ' | ' | ' | '3 years | '3 years | ' | ' | ' | ' |
Weighted average remaining contractual term of outstanding options | ' | ' | ' | '7 years | ' | ' | ' | ' | ' |
Weighted-average assumptions | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate (as a percent) | ' | ' | ' | ' | ' | 1.46% | 0.74% | 1.69% | 1.48% |
Dividend yield (as a percent) | ' | ' | ' | 0.00% | 0.00% | ' | ' | ' | ' |
Expected volatility (as a percent) | ' | ' | ' | ' | ' | 74.00% | 97.00% | 84.00% | 100.00% |
Expected term | ' | ' | ' | '5 years | '5 years | ' | ' | ' | ' |
Total Options | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance outstanding at the beginning of the period (in shares) | ' | ' | ' | 4,287,545 | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | ' | 281,870 | ' | ' | ' | ' | ' |
Forfeited (in shares) | ' | ' | ' | -672,166 | ' | ' | ' | ' | ' |
Balance outstanding at the end of the period (in shares) | ' | ' | ' | 3,897,249 | ' | ' | ' | ' | ' |
Exercisable at the end of the period (in shares) | ' | ' | ' | 2,000,679 | ' | ' | ' | ' | ' |
Authorized shares under the plan | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' |
Weighted Average Exercise Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance outstanding at the beginning of the period (in dollars per share) | ' | ' | ' | $5.18 | ' | ' | ' | ' | ' |
Balance outstanding at the end of the period (in dollars per share) | ' | ' | ' | $4.79 | ' | ' | ' | ' | ' |
Exercisable at the end of the period (in dollars per share) | ' | ' | ' | $4.88 | ' | ' | ' | ' | ' |
Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding | ' | ' | ' | 929,688 | ' | ' | ' | ' | ' |
Exercisable at the end of the period | ' | ' | ' | $576,626 | ' | ' | ' | ' | ' |
Warrants and Rights [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance of warrants outstanding at the beginning of the period (in shares) | 6,233,483 | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | 85,470 | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in shares) | -16,667 | ' | ' | ' | ' | ' | ' | ' | ' |
Balance of warrants outstanding at the end of the period (in shares) | 6,302,286 | 6,233,483 | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Exercise Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price of warrants at the beginning of the period (in dollars per share) | $3.87 | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in dollars per share) | $3.51 | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in dollars per share) | $10.80 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price of warrants at the end of the period (in dollars per share) | $3.84 | $3.87 | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Remaining Contractual Term | '4 years 1 month 6 days | '4 years 6 months | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (Public Offering And Controlled Equity Offering [Member], USD $) | 0 Months Ended | 6 Months Ended |
Jan. 25, 2013 | Jun. 30, 2014 | |
Cantor Fitzgerald And Co [Member] | ' | ' |
Commission as percentage of gross proceeds | 3.00% | ' |
Sales of common stock | ' | $0 |
Maximum [Member] | ' | ' |
Aggregate initial offering price | 150,000,000 | ' |
Maximum [Member] | Cantor Fitzgerald And Co [Member] | ' | ' |
Aggregate initial offering price | 30,000,000 | ' |
Asset_Purchase_Agreement_Detai
Asset Purchase Agreement (Details) (Multi Gen Diagnostics Inc [Member], USD $) | 1 Months Ended | |
Feb. 29, 2012 | Feb. 01, 2012 | |
item | ||
Merger and asset purchase activities | ' | ' |
Issuance of common stock pursuant to acquisitions | $187,500 | ' |
Number of intangible assets to which purchase price would be allocated | 1 | ' |
Fair value of the contingent consideration | ' | 0 |
Maximum [Member] | ' | ' |
Merger and asset purchase activities | ' | ' |
Consideration to be paid in common stock and cash upon the achievement of specific sales and earnings targets | ' | $3,700,000 |
Restricted Stock [Member] | ' | ' |
Merger and asset purchase activities | ' | ' |
Common stock issued in connection with an asset purchase agreement (in shares) | 125,000 | ' |
Derivative_Financial_Instrumen2
Derivative Financial Instruments - Warrants (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Changes in the Company's derivative financial instruments liability balance | ' | ' | ' | ' |
Balance of warrants outstanding at the beginning of the period (in shares) | ' | ' | 6,233,483 | ' |
Balance of warrants outstanding at the end of the period (in shares) | 6,302,286 | ' | 6,302,286 | ' |
Balance of derivative financial instruments liability at the beginning of the period | ' | ' | $4,431,871 | ' |
Change in fair value of warrants during the period recognized as a gain in the condensed consolidated statement of operations | -2,217,142 | 2,895,310 | -2,249,988 | 1,616,168 |
Balance of derivative financial instruments liability at the end of the period | 2,181,883 | ' | 2,181,883 | ' |
Warrant [Member] | Black Scholes Option Pricing Method [Member] | ' | ' | ' | ' |
Range of assumptions used to determine the fair value of warrants | ' | ' | ' | ' |
Dividend yield (as a percent) | ' | ' | 0.00% | 0.00% |
Changes in the Company's derivative financial instruments liability balance | ' | ' | ' | ' |
Balance of warrants outstanding at the beginning of the period (in shares) | ' | ' | 1,013,961 | ' |
Balance of warrants outstanding at the end of the period (in shares) | 1,013,961 | ' | 1,013,961 | ' |
Balance of derivative financial instruments liability at the beginning of the period | ' | ' | 4,431,871 | ' |
Change in fair value of warrants during the period recognized as a gain in the condensed consolidated statement of operations | ' | ' | -2,249,988 | ' |
Balance of derivative financial instruments liability at the end of the period | $2,181,883 | ' | $2,181,883 | ' |
Warrant [Member] | Black Scholes Option Pricing Method [Member] | Minimum [Member] | ' | ' | ' | ' |
Range of assumptions used to determine the fair value of warrants | ' | ' | ' | ' |
Estimated fair value of Trovagene common stock (in dollars per share) | ' | ' | $3.50 | $6.26 |
Expected warrant term | ' | ' | '4 years 6 months | '4 months |
Risk-free interest rate (as a percent) | ' | ' | 1.62% | 0.04% |
Expected volatility (as a percent) | ' | ' | 74.00% | 97.00% |
Warrant [Member] | Black Scholes Option Pricing Method [Member] | Maximum [Member] | ' | ' | ' | ' |
Range of assumptions used to determine the fair value of warrants | ' | ' | ' | ' |
Estimated fair value of Trovagene common stock (in dollars per share) | ' | ' | $5.73 | $6.99 |
Expected warrant term | ' | ' | '4 years 9 months 18 days | '5 years 9 months 18 days |
Risk-free interest rate (as a percent) | ' | ' | 1.73% | 1.41% |
Expected volatility (as a percent) | ' | ' | 83.00% | 100.00% |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Liabilities: | ' | ' |
Derivative liabilities related to warrants | $2,181,883 | $4,431,871 |
Fair Value Measurements Recurring [Member] | Fair Value Inputs Level1 [Member] | ' | ' |
Assets: | ' | ' |
Money market fund | 20,181,958 | 25,703,330 |
Total Assets | 20,181,958 | 25,703,330 |
Fair Value Measurements Recurring [Member] | Fair Value Inputs Level3 [Member] | ' | ' |
Liabilities: | ' | ' |
Derivative liabilities related to warrants | 2,181,883 | 4,431,871 |
Total Liabilities | 2,181,883 | 4,431,871 |
Fair Value Measurements Recurring [Member] | Estimate Of Fair Value Fair Value Disclosure [Member] | ' | ' |
Assets: | ' | ' |
Money market fund | 20,181,958 | 25,703,330 |
Total Assets | 20,181,958 | 25,703,330 |
Liabilities: | ' | ' |
Derivative liabilities related to warrants | 2,181,883 | 4,431,871 |
Total Liabilities | $2,181,883 | $4,431,871 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (Warrant [Member], USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Warrant [Member] | ' |
Reconciliation of the beginning and ending balances | ' |
Balance at the beginning of the period | $4,431,871 |
Unrealized gain | -2,249,988 |
Balance at the end of the period | $2,181,883 |
Debt_Details
Debt (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 |
Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Secured Debt [Member] | Line Of Credit [Member] | Line Of Credit [Member] | |||
item | item | Minimum [Member] | Maximum [Member] | |||||
Debt | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity of credit facility | ' | ' | ' | ' | ' | ' | ' | $1,000,000 |
Amount borrowed included in current liabilities | ' | 198,166 | ' | ' | ' | ' | ' | ' |
Amount borrowed, long-term liabilities | 14,702,866 | 322,998 | ' | ' | ' | ' | ' | ' |
Fixed interest rate to determine variable interest (as a percent) | ' | ' | ' | ' | ' | ' | 5.00% | ' |
Variable spread over U.S. Treasury Note rate of interest (as a percent) | ' | ' | ' | ' | ' | ' | 4.60% | ' |
Period for payment of principal and interest after date of advances | ' | ' | ' | ' | ' | ' | '30 months | ' |
Interest expenses recorded | ' | ' | ' | 3,000 | ' | ' | 61,000 | ' |
Face value of term loan | ' | ' | 15,000,000 | 15,000,000 | ' | ' | ' | ' |
Number of banks, with which agreement is entered | ' | ' | 2 | 2 | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | 7.07% | 7.07% | ' | ' | ' | ' |
Number of common shares that can be purchased upon exercise of warrant | ' | ' | 85,470 | 85,470 | ' | ' | ' | ' |
Exercise price of warrants (in dollars per share) | ' | ' | 3.51 | 3.51 | ' | ' | ' | ' |
Exercisable term | ' | ' | '10 years | ' | ' | ' | ' | ' |
Value of warrants recorded as debt discount and additional paid in capital | 235,857 | ' | 235,857 | 235,857 | ' | ' | ' | ' |
Pre-payment fees (as a percent) | ' | ' | ' | ' | 1.00% | 3.00% | ' | ' |
Amortized portion of final fee upon repayment | ' | ' | ' | 1,050,000 | ' | ' | ' | ' |
Long term debt and unamortized discount | ' | ' | ' | ' | ' | ' | ' | ' |
Face value of term loan | ' | ' | 15,000,000 | 15,000,000 | ' | ' | ' | ' |
Fair value of warrants and loan costs | ' | ' | ' | -297,134 | ' | ' | ' | ' |
Ending balance | ' | ' | 14,702,866 | 14,702,866 | ' | ' | ' | ' |
Future minimum payments | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | ' | ' | 441,875 | 441,875 | ' | ' | ' | ' |
2015 | ' | ' | 2,936,808 | 2,936,808 | ' | ' | ' | ' |
2016 | ' | ' | 5,563,640 | 5,563,640 | ' | ' | ' | ' |
2017 | ' | ' | 5,563,640 | 5,563,640 | ' | ' | ' | ' |
2018 | ' | ' | 4,295,457 | 4,295,457 | ' | ' | ' | ' |
Total future minimum payments | ' | ' | 18,801,420 | 18,801,420 | ' | ' | ' | ' |
Unamortized interest | ' | ' | -3,801,420 | -3,801,420 | ' | ' | ' | ' |
Debt discount | ' | ' | -297,134 | -297,134 | ' | ' | ' | ' |
Total minimum payment | ' | ' | 14,702,866 | 14,702,866 | ' | ' | ' | ' |
Long-term debt | ' | ' | $14,702,866 | $14,702,866 | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 0 Months Ended | 6 Months Ended | ||
14-May-14 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
sqft | sqft | Minimum [Member] | Maximum [Member] | |
Lease Agreements | ' | ' | ' | ' |
Area under lease (in square feet) | ' | 8,300 | ' | ' |
Monthly rental rate | ' | ' | $18,300 | $20,000 |
Increase in leased space | 4,751 | ' | ' | ' |
Increase in monthly rent | $10,500 | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details 2) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 0 Months Ended | 2 Months Ended | |||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | 8-May-14 | Jun. 30, 2014 | |
Research And Development Arrangement [Member] | Research And Development Arrangement [Member] | Research And Development Arrangement [Member] | Research And Development Arrangement [Member] | Research And Development Arrangement [Member] | Patent Assignment And License Agreement [Member] | Patent Assignment And License Agreement [Member] | |||||
University Of Texas M D Anderson Cancer Center [Member] | Perkin Elmer Health Sciences Inc [Member] | Illumina Inc [Member] | University Of Southern California [Member] | U S Oncology Research L L C [Member] | Gen Signia I P Ltd [Member] | Gen Signia I P Ltd [Member] | |||||
Commitments and contingencies | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount committed to be paid | ' | ' | ' | ' | $266,000 | ' | ' | $232,000 | $270,000 | ' | ' |
Research and development expense | 1,397,173 | 943,849 | 2,839,694 | 1,746,094 | 204,000 | 90,000 | ' | 5,000 | 32,000 | ' | ' |
Receipt of milestone payments | ' | ' | ' | ' | ' | 90,000 | ' | ' | ' | ' | ' |
Period of termination of agreement, after completion of the research plan | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' |
Period of termination of agreement, on its anniversary unless extended by mutual written agreement | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' |
Milestone Payment to be Received Under Patent Assignment and License Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,500,000 | ' |
Threshold Limit of Net Sales Revenue to Receive Milestone Payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' |
License and Services Revenue | 10,000 | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | 10,000 |
License Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 |