Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 27, 2015 | Jun. 30, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | Trovagene, Inc. | ||
Entity Central Index Key | 1213037 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $63,974,477 | ||
Entity Common Stock, Shares Outstanding | 24,123,790 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $27,293,798 | $25,836,937 |
Accounts receivable | 56,694 | 78,994 |
Prepaid expenses and other assets | 369,259 | 152,789 |
Total current assets | 27,719,751 | 26,068,720 |
Property and equipment, net | 840,387 | 750,565 |
Other assets | 336,708 | 336,450 |
Total assets | 28,896,846 | 27,155,735 |
Current liabilities: | ||
Accounts payable | 747,799 | 286,608 |
Accrued expenses | 1,841,808 | 1,524,092 |
Current portion of long-term debt | 1,898,548 | 198,166 |
Total current liabilities | 4,488,155 | 2,008,866 |
Long-term debt, less current portion | 13,053,117 | 322,998 |
Derivative financial instruments | 3,006,021 | 4,431,871 |
Total liabilities | 20,547,293 | 6,763,735 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized; 60,600 shares outstanding at December 31, 2014 and 2013, designated as Series A Convertible Preferred Stock with liquidation preference of $606,000 at December 31, 2014 and 2013 | 60 | 60 |
Common stock, $0.0001 par value, 150,000,000 shares authorized; 18,915,794 and 18,902,783 issued and outstanding at December 31, 2014 and 2013, respectvely | 1,891 | 1,890 |
Additional paid-in capital | 89,739,511 | 87,433,460 |
Accumulated deficit | -81,391,909 | -67,043,410 |
Total stockholders' equity | 8,349,553 | 20,392,000 |
Total Liabilities and Stockholders' Equity | $28,896,846 | $27,155,735 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
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 | 18,915,793 | 18,902,782 |
Common stock, shares outstanding | 18,915,794 | 18,902,782 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | |||
Royalty income | $270,178 | $259,246 | $175,404 |
Milestone fees | 150,000 | ||
License fees | 10,000 | 125,000 | |
Total revenues | 280,178 | 259,246 | 450,404 |
Costs and expenses: | |||
Cost of sales | 15,441 | ||
Research and development | 6,664,906 | 3,947,589 | 1,920,298 |
Selling and marketing | 2,734,903 | 1,530,160 | 506,535 |
General and administrative | 5,810,087 | 5,472,038 | 2,872,727 |
Total operating expenses | 15,225,337 | 10,949,787 | 5,299,560 |
Loss from operations | -14,945,159 | -10,690,541 | -4,849,156 |
Interest income | 12,239 | 3,663 | |
Interest expense | -843,259 | -17,005 | |
Gain (loss) on disposal of equipment | 24,845 | -22,941 | 4,000 |
Gain (loss) from change in fair value of derivative instruments-warrants | 1,425,850 | -1,084,114 | -6,720,805 |
Net loss and comprehensive loss | -14,325,484 | -11,810,938 | -11,565,961 |
Preferred stock dividend | -23,015 | -29,840 | -38,240 |
Net loss attributable to common stockholders | ($14,348,499) | ($11,840,778) | ($11,604,201) |
Net loss per common share - basic | ($0.76) | ($0.70) | ($0.89) |
Net loss per common share - diluted | ($0.88) | ($0.70) | ($0.89) |
Weighted average shares outstanding - basic | 18,904,280 | 16,978,212 | 13,066,600 |
Weighted average shares outstanding - diiluted | 19,071,112 | 16,978,212 | 13,066,600 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficiency) (USD $) | Preferred Stock | Preferred Stock | Common Stock | Common Stock | Common Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Deficit Accumulated | Units issued via registered underwritten direct and private placement of units | Selling agents | Consulting agreements | Series A Convertible Preferred Stock | MultiGen Diagnostics, Inc | Total |
Series A Convertible Preferred Stock | USD ($) | Units issued via registered underwritten direct and private placement of units | Shareholder of the Company | MultiGen Diagnostics, Inc | USD ($) | Units issued via registered underwritten direct and private placement of units | Shareholder of the Company | MultiGen Diagnostics, Inc | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||
Balance at Dec. 31, 2011 | $96 | $1,073 | $39,365,994 | ($43,598,431) | ($4,231,268) | ||||||||||||
Balance (in shares) at Dec. 31, 2011 | 95,600 | 10,737,026 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||
Common stock issued in lieu of cash for services | 1 | 22,380 | 22,381 | 22,381 | |||||||||||||
Common stock issued in lieu of cash (in shares) | 9,916 | 9,916 | |||||||||||||||
Issuance of common stock and warrant as finder's fees (in shares) | 214,100 | 174,100 | |||||||||||||||
Issuance of units of common stock and warrants | 438 | 21 | 16,899,562 | -21 | 16,900,000 | ||||||||||||
Issuance of units of common stock and warrants (in shares) | 4,383,333 | ||||||||||||||||
Issuance of warrants in connection with services | 142,508 | 142,508 | |||||||||||||||
Warrants reclassified to additional paid in capital | 3,317,463 | 3,317,463 | |||||||||||||||
Stock based compensation | 532,140 | 532,140 | |||||||||||||||
Issuance of common stock upon net exercise of warrant | 1 | -1 | |||||||||||||||
Issuance of common stock upon net exercise of warrant (in shares) | 8,602 | 8,602 | |||||||||||||||
Issuance of common stock upon exercise of stock options | 600 | 600 | |||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 200 | ||||||||||||||||
Fees and expenses related to financing transactions | -1,576,452 | -1,576,452 | |||||||||||||||
Preferred stock dividend | -38,240 | -38,240 | -38,240 | ||||||||||||||
Derivative liability-fair value of warrants and price protected units issued | -1,796,610 | -1,796,610 | |||||||||||||||
Correction of error in derivative liability - fair value of warrants price protected units issued | 274,967 | 274,967 | |||||||||||||||
Issuance of common stock pursuant to acquisitions | 13 | 187,487 | 187,500 | ||||||||||||||
Common stock issued in connection with an asset purchase agreement (in shares) | 125,000 | ||||||||||||||||
Net loss | -11,565,961 | -11,565,961 | |||||||||||||||
Balance at Dec. 31, 2012 | 96 | 1,547 | 57,370,017 | -55,202,632 | 2,169,028 | ||||||||||||
Balance (in shares) at Dec. 31, 2012 | 95,600 | 15,478,177 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||
Sale of common stock, net of expenses | 263 | 18,829,381 | 18,829,644 | ||||||||||||||
Sale of common stock, net of expenses (in shares) | 2,631,332 | ||||||||||||||||
Issuance of warrants in connection with services | 198,791 | 198,791 | |||||||||||||||
Warrants reclassified to additional paid in capital | 5,417,871 | 5,417,871 | |||||||||||||||
Stock based compensation | 1,979,364 | 1,979,364 | |||||||||||||||
Issuance of common stock upon net exercise of warrant | 1 | -1 | |||||||||||||||
Issuance of common stock upon net exercise of warrant (in shares) | 7,284 | ||||||||||||||||
Issuance of common stock upon exercise of warrant | 72 | 3,599,759 | 3,599,831 | ||||||||||||||
Issuance of common stock upon exercise of warrant (in shares) | 715,743 | ||||||||||||||||
Issuance of common stock upon net exercise of stock option | 2 | -2 | |||||||||||||||
Issuance of common stock upon net exercise of stock option (in shares) | 22,955 | ||||||||||||||||
Issuance of common stock upon exercise of stock options | 1 | 38,248 | 38,249 | ||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 10,833 | ||||||||||||||||
Conversion of preferred stock and issuance of common stock | 4 | 32 | |||||||||||||||
Conversion of Series A preferred stock and issuance of common stock (in shares) | -35,000 | -35,000 | |||||||||||||||
Conversion of Series A preferred stock and issuance of common stock | -36 | ||||||||||||||||
Number of shares issued upon conversion of preferred stock into common stock | 36,458 | 36,458 | |||||||||||||||
Preferred stock dividend | -29,840 | -29,840 | -29,840 | ||||||||||||||
Net loss | -11,810,938 | -11,810,938 | |||||||||||||||
Balance at Dec. 31, 2013 | 60 | 1,890 | 87,433,460 | -67,043,410 | 20,392,000 | ||||||||||||
Balance (in shares) at Dec. 31, 2013 | 60,600 | 18,902,782 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||
Issuance of warrants in connection with debt agreement | 235,857 | 235,857 | |||||||||||||||
Stock based compensation | 2,070,195 | 2,070,195 | |||||||||||||||
Issuance of common stock upon net exercise of warrant | 1 | -1 | |||||||||||||||
Issuance of common stock upon net exercise of warrant (in shares) | 13,011 | ||||||||||||||||
Preferred stock dividend | -23,015 | -23,015 | -23,015 | ||||||||||||||
Net loss | -14,325,484 | -14,325,484 | |||||||||||||||
Balance at Dec. 31, 2014 | $60 | $1,891 | $89,739,511 | ($81,391,909) | $8,349,553 | ||||||||||||
Balance (in shares) at Dec. 31, 2014 | 60,600 | 18,915,793 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating activities | |||
Net loss | ($14,325,484) | ($11,810,938) | ($11,565,961) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
(Loss) gain on disposal of fixed assets | -24,845 | 22,941 | -4,000 |
Depreciation and amortization | 234,813 | 130,520 | 41,842 |
Stock based compensation expense | 2,070,194 | 1,979,364 | 532,140 |
Amortization of debt costs | 248,799 | ||
Accretion of discount on debt | 57,117 | ||
Change in fair value of financial instruments | -1,425,850 | 1,084,114 | 6,720,805 |
Stock and warrant issued in connection with consulting services | 198,791 | 164,889 | |
Changes in operating assets and liabilities: | |||
Decrease (increase) in other assets | -258 | 25,631 | |
Decrease (increase) in accounts receivable | 22,300 | 89,387 | -69,241 |
(Increase) decrease in prepaid expenses | -216,470 | -92,748 | -17,383 |
Increase (decrease) in accounts payable, accrued expenses and other long-term liabilities | 632,299 | 1,055,690 | -737,752 |
Net cash used in operating activities | -12,727,385 | -7,317,248 | -4,934,661 |
Investing activities: | |||
Capital expenditures | -363,290 | -649,784 | -274,080 |
Proceeds from disposals of capital equipment | 63,500 | 500 | 4,000 |
Net cash used in investing activities | -299,790 | -649,284 | -270,080 |
Financing activities: | |||
Proceeds of sale of common stock, net of expenses | 18,829,644 | 15,323,548 | |
Proceeds from exercise of warrants | 3,599,831 | ||
Proceeds from exercise of options | 38,249 | 600 | |
Borrowings (repayments) from equipment line of credit | -515,964 | 515,964 | |
Borrowings under debt agreement | 15,000,000 | ||
Net cash provided by financing activities | 14,484,036 | 22,983,688 | 15,324,148 |
Net change in cash and equivalents | 1,456,861 | 15,017,156 | 10,119,407 |
Cash and cash equivalents-Beginning of period | 25,836,937 | 10,819,781 | 700,374 |
Cash and cash equivalents-End of period | 27,293,798 | 25,836,937 | 10,819,781 |
Supplementary disclosure of cash flow activity: | |||
Cash paid for taxes | 2,400 | 7,650 | |
Cash paid for interest | 425,256 | 9,459 | |
Supplemental disclosure of non-cash investing and financing activities: | |||
Warrants issued in connection with Loan and Security Agreement | 235,857 | ||
Amortization of debt costs and final payment | 248,799 | ||
Reclassification of derivative financial instruments to additional paid in capital | -5,417,871 | -3,317,463 | |
Correction of error in derivative financial instruments | -274,967 | ||
Preferred stock dividends accrued | $23,015 | $29,840 | $38,240 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows (Parenthetical) (MultiGen Diagnostics, Inc) | 12 Months Ended |
Dec. 31, 2012 | |
MultiGen Diagnostics, Inc | |
Common stock issued in connection with an asset purchase agreement (in shares) | 125,000 |
Business_Overview_and_Liquidit
Business Overview and Liquidity | 12 Months Ended |
Dec. 31, 2014 | |
Business Overview and Liquidity | |
Business Overview and Liquidity | |
1. Business Overview and Liquidity | |
Trovagene, Inc. (“Trovagene” or the “Company”) is a molecular diagnostic company that focuses on the development and commercialization of a proprietary urine-based cell-free molecular diagnostic technology for use in disease detection and monitoring across a variety of medical disciplines. Trovagene’s primary internal focus is to leverage its novel urine-based molecular diagnostic platform to facilitate improvements in the field of oncology, while the Company’s external focus includes entering into collaborations to develop the Company’s technology in areas such as infectious disease, transplant medicine, and prenatal genetics. The Company’s goal is to improve treatment outcomes for cancer patients using its proprietary technology to detect and quantitatively monitor cell-free DNA in urine. | |
Underwritten Public Offering of Common Stock | |
On May 30, 2012, the Company completed an underwritten public offering in which an aggregate of 1,150,000 units, with each unit consisting of two shares of its common stock and one warrant to purchase one share of common stock were sold at a purchase price of $8.00 per unit. On June 13, 2012, the underwriters exercised their overallotment option in full for an additional 172,500 units. The Company raised a total of $9.1 million in net proceeds after deducting underwriting discounts and commissions of $0.7 million and offering expenses of $0.7 million. The units began trading on The NASDAQ Capital Market on May 30, 2012 under the symbol “TROVU”. The common stock and warrants became separately transferable upon the exercise in full of the underwriters’ overallotment. Each warrant has an exercise price of $5.32 per share, and expires five years from the closing of the offering. The warrants trade on The NASDAQ Capital Market under the symbol “TROVW”. Warrants issued in connection with the underwritten public offering and sale of units in May 2012 are not considered derivatives based on our analysis of the criteria of ASC 815, as the Company is not required to make any cash payments or net cash settlement to the registered holder in lieu of issuance of warrant shares. | |
To date, Trovagene’s efforts have been principally devoted to research and development, securing and protecting patents and raising capital. Through December 31, 2014, the Company has sustained cumulative net losses attributed to common stockholders of $81,391,909. The Company’s losses have resulted primarily from expenditures incurred in connection with research and development activities, stock based compensation expense, patent filing and maintenance expenses, outside accounting and legal services and regulatory, scientific and financial consulting fees, amortization and liquidated damages. To date, the Company has generated only limited revenue from operations and expects to incur additional losses to perform further research and development activities as well as selling and marketing expenses related to the diagnostic tests it has commercially available as of December 31, 2014. | |
Liquidity | |
The Company will need to continue to raise funds until it is able to generate revenues from operations sufficient to fund its development and commercial operations. | |
Cash used in operating activities was $12,727,385, $7,317,248 and $4,934,661 for the years ended December 31, 2014, 2013, and 2012, respectively. During the years ended December 31, 2014, 2013 and 2012, the Company incurred net loss and comprehensive loss attributable to common stockholders of $14,348,499, $11,840,778 and $11,604,201, respectively. The Company believes that it currently has adequate capital to continue operations for the subsequent one year business cycle. However, to carry the Company forward beyond the current business cycle until it can generate adequate cash flow from operations, additional cash resources will be necessary. | |
To date, Trovagene’s sources of cash have been primarily limited to the sale of debt and equity securities, as well as proceeds from warrant and option exercises. Net cash provided by financing activities for the years ended December 31, 2014, 2013 and 2012 was $14,484,036, $22,983,688 and $15,324,148, respectively. 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. | |
Basis_of_Presentation_and_Summ
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Basis of Presentation and Summary of Significant Accounting Policies | |||||||||||
Basis of Presentation and Summary of Significant Accounting Policies | |||||||||||
2. Basis of Presentation and Summary of Significant Accounting Policies | |||||||||||
The accompanying 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. | |||||||||||
On March 15, 2012, the Board of Directors and on April 27, 2012 a majority of the stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio of not less than one-for-two and not greater than one-for-six at any time prior to April 27, 2013 at the discretion of the Board of Directors. On May 24, 2012, the Board of Directors approved a 1-for-6 reverse stock split of the Company’s issued and outstanding common stock effective on May 29, 2012. All the relevant information relating to number of shares and per share information contained in these consolidated financial statements has been retrospectively adjusted to reflect the reverse stock split for all periods presented. | |||||||||||
Use of Estimates | |||||||||||
The preparation of financial statements in conformity with U.S. GAAP 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||
Cash and Cash Equivalents | |||||||||||
Cash and cash equivalents consist of operating accounts as of December 31, 2014 and 2013 on deposit with U.S. commercial banks. Cash equivalents are considered by the Company to be highly liquid investments purchased with original maturities of three months or less from the date of purchase. Cash and cash equivalents include money market accounts at December 31, 2014. | |||||||||||
Concentration of credit risk | |||||||||||
The Company maintains its cash in financial institutions, which at times may exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). All of the Company’s noninterest bearing cash balances were insured up to $250,000 at December 31, 2014 and December 31, 2013. | |||||||||||
Revenues | |||||||||||
We license and sublicense our patent rights to healthcare companies, medical laboratories and biotechnology partners. These agreements may involve multiple elements such as license fees, royalties and milestone payments. Revenue is recognized for each element when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed or determinable, and collection is reasonably assured. | |||||||||||
· | Up-front nonrefundable license fees pursuant to agreements under which we have no continuing performance obligations are recognized as revenues on the effective date of the agreement and when collection is reasonably assured. | ||||||||||
· | Minimum royalties are recognized as earned, and royalties in excess of minimum amounts are recognized upon receipt of payment when collection is assured. | ||||||||||
· | Milestone payments are recognized when both the milestone is achieved and the related payment is received. | ||||||||||
Allowance for Doubtful Accounts | |||||||||||
The Company reviews the collectability of accounts receivable based on an assessment of historic experience, current economic conditions, and other collection indicators. At December 31, 2014 and 2013, the Company has not recorded an allowance for doubtful accounts. When accounts are determined to be uncollectible, they are written off against the reserve balance and the reserve is reassessed. When payments are received on reserved accounts, they are applied to the individual’s account and the reserve is reassessed. | |||||||||||
Derivative Financial Instruments—Warrants | |||||||||||
The Company has issued common stock warrants in connection with the execution of certain equity financings. Such warrants are classified as derivative liabilities under the provisions of FASB ASC 815 Derivatives and Hedging (“ASC 815”) and are recorded at their fair market value as of each reporting period. Such warrants do not meet the exemption that a contract should not be considered a derivative instrument if it is (1) indexed to its own stock and (2) classified in stockholders’ equity. Changes in fair value of derivative liabilities are recorded in the consolidated statement of operations under the caption “Change in fair value of derivative instruments.” | |||||||||||
The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of Trovagene’s common share price, remaining life of the warrant, and risk-free interest rates at each period end. The Company thus uses model-derived valuations where inputs are observable in active markets to determine the fair value and accordingly classifies such warrants in Level 3 per ASC 820, Fair Value Measurements. At December 31, 2014 and 2013, the fair value of these warrants was $3,006,021 and $4,431,871, respectively, and were included in the derivative financial instruments liability on the balance sheet. | |||||||||||
Stock-Based Compensation | |||||||||||
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 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 continues to account for shares of common stock, stock options and warrants issued to non-employees based on the fair value of 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” and accordingly the value of the stock compensation to non-employees 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. | |||||||||||
Fair value of financial instruments | |||||||||||
Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, debt and derivative liabilities. We have adopted FASB ASC 820 Fair Value Measurements and Disclosures (“ASC 820”) for financial assets and liabilities that are required to be measured at fair value, and non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis. These financial instruments are stated at their respective historical carrying amounts which approximate to fair value due to their short term nature as they reflect current market interest rates. Debt is stated at its respective historical carrying amounts which approximates fair value as they reflect current market interest rates. | |||||||||||
In accordance with ASC subtopic 820-10, the Company measures certain assets and liabilities at fair value on a recurring basis using the three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers include: | |||||||||||
| Level 1 — | Quoted prices for identical instruments in active markets. | |||||||||
| Level 2 — | Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. | |||||||||
| Level 3 — | Instruments where significant value drivers are unobservable to third parties. | |||||||||
Property, equipment and depreciation and amortization | |||||||||||
Expenditures for additions, renewals and improvements are capitalized at cost. Depreciation and amortization is generally computed on a straight-line method based on the estimated useful lives of the related assets. Amortization of leasehold improvements is computed based on the shorter of the life of the asset or the term of the lease. The estimated useful lives of the major classes of depreciable assets are 3 to 5 years for lab equipment and furniture and fixtures. Expenditures for repairs and maintenance are charged to operations as incurred. | |||||||||||
Impairment of Indefinite and Long-Lived Assets | |||||||||||
The Company reviews its long and indefinite lived assets to determine if any event has occurred that may indicate its intangible assets with indefinite lives and other long-lived assets are potentially impaired. If indicators of impairment exist, the Company performs an impairment test to assess the recoverability of the affected assets by determining whether the carrying amount of such assets exceeds the undiscounted expected future cash flows. If the affected assets are not recoverable, the Company estimates the fair value of the assets and records an impairment loss if the carrying value of the assets exceeds the fair value. Factors that would indicate potential impairment include a significant decline in the Company’s stock price and market capitalization compared to its net book value, significant changes in the ability of a particular asset to generate positive cash flows, and significant changes in the Company’s strategic business objectives and utilization of a particular asset. The Company noted no indications of impairment for the years ended December 31, 2014, 2013, and 2012. | |||||||||||
Income Taxes | |||||||||||
Income taxes have been determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes result from differences between the financial statement and tax bases of Trovagene’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The assessment of whether or not a valuation allowance is required often requires significant judgment. | |||||||||||
Contingencies | |||||||||||
In the normal course of business, Trovagene is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, product and environmental liability, and tax matters. In accordance with FASB ASC Topic 450, Accounting for Contingencies, Trovagene records such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Trovagene, in accordance with this guidance, does not recognize gain contingencies until realized. | |||||||||||
Cost of Revenue | |||||||||||
Cost of revenue represents the cost of materials, personnel costs, costs associated with processing specimens including pathological review, quality control analyses, and delivery charges necessary to render an individualized test result. Costs associated with performing tests are recorded as the tests are processed. | |||||||||||
Research and Development | |||||||||||
Research and development costs, which include expenditures in connection with an in-house research and development laboratory, salaries and staff costs, purchased in-process research and development, regulatory and scientific consulting fees, as well as contract research and insurance, are accounted for in accordance with ASC Topic 730-10-55-2, Research and Development. Also, as prescribed by this guidance, patent filing and maintenance expenses are considered legal in nature and therefore classified as general and administrative expense, if any. | |||||||||||
While certain of our research and development costs may have future benefits, our policy of expensing all research and development expenditures is predicated on the fact that Trovagene has no history of successful commercialization of molecular diagnostic products to base any estimate of the number of future periods that would be benefited. | |||||||||||
ASC Topic 730, Research and Development requires that non-refundable advance payments for goods or services that will be used or rendered for future research and development activities should be deferred and capitalized. As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts are recognized as an expense. There were no non-refundable advance payments as of December 31, 2014 and 2013. | |||||||||||
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. Preferred dividends are included in income available to common stockholders in the computation of basic and diluted earnings per share. Shares used in calculating diluted net loss per common share exclude as antidilutive the following share equivalents: | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Options to purchase Common Stock | 4,913,472 | 4,287,545 | 3,711,303 | ||||||||
Warrants to purchase Common stock | 5,251,660 | 6,233,483 | 6,985,070 | ||||||||
Series A Convertible Preferred Stock | 63,125 | 63,125 | 99,583 | ||||||||
10,228,257 | 10,584,153 | 10,795,956 | |||||||||
The following table summarizes the Company’s diluted net loss per share: | |||||||||||
December 31, | December 31, | December 31, | |||||||||
2014 | 2013 | 2012 | |||||||||
Numerator: | |||||||||||
Net loss | $ | (14,348,499 | ) | $ | (11,840,778 | ) | $ | (11,604,201 | ) | ||
Adjustment for change in fair value of derivative instruments - warrants | (2,422,337 | ) | — | — | |||||||
Net loss used for diluted loss per share | $ | (16,770,836 | ) | $ | (11,840,778 | ) | $ | (11,604,201 | ) | ||
Denominator: | |||||||||||
Weighted average shares used to compute basic loss per share | 18,904,280 | 16,978,212 | 13,066,600 | ||||||||
Adjustments to reflect assumed exercise of warrants | 166,832 | — | — | ||||||||
Weighted average shares used to compute diluted net loss per share | 19,071,112 | 16,978,212 | 13,066,600 | ||||||||
Net loss per share diluted | $ | (0.88 | ) | $ | (0.70 | ) | $ | (0.89 | ) | ||
Recent Accounting Pronouncements | |||||||||||
In January 2015, the Financial Accounting Standards Board (the FASB) issued an amendment to the accounting guidance related to the presentation of extraordinary items. The amendment simplifies the income statement presentation requirements in Subtopic 225-20 by eliminating the concept of extraordinary items. Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. Eliminating the extraordinary classification simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration. The amended guidance is effective prospectively for fiscal years beginning after December 15, 2015. The new guidance will not have an impact on the Company’s financial position, results of operations or cash flows. | |||||||||||
In August 2014, the FASB issued an amendment to the accounting guidance related to the evaluation of an entity to continue as a going concern. The amendment establishes management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern in connection with preparing financial statements for each annual and interim reporting period. The amendment also gives guidance to determine whether to disclose information about relevant conditions and events when there is substantial doubt about an entity’s ability to continue as a going concern. The amended guidance is effective prospectively for fiscal years beginning after December 15, 2016. The new guidance will not have an impact on the Company’s financial position, results of operations or cash flows. | |||||||||||
In June 2014, the FASB issued an accounting standards update that removes the financial reporting distinction between development stage entities and other reporting entities from 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 its financial position, results of operations or related financial statement disclosures. | |||||||||||
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The standard provides companies with a single model for accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. The Company is in the process of evaluating the impact of adoption on its consolidated financial statements. | |||||||||||
Asset_Purchase
Asset Purchase | 12 Months Ended |
Dec. 31, 2014 | |
Asset Purchase | |
Asset Purchase | |
3. Asset Purchase | |
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. The Company is no longer offering these tests and has no plans to offer these tests. The Company does not anticipate any additional payments will become due. 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 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 December 31, 2014 and 2013, no adjustments to the fair value of the contingent consideration have been necessary, and therefore the fair value of the contingent consideration remains unchanged. | |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property and Equipment | ||||||||
Property and Equipment | ||||||||
4. Property and Equipment | ||||||||
Fixed assets consist of laboratory, testing and computer equipment and fixtures stated at cost. Depreciation and amortization expense for the years ended December 31, 2014, 2013 and 2012 was $234,813, $130,520 and $41,842, respectively. Property and equipment consisted of the following: | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Furniture and office equipment | $ | 365,955 | $ | 236,645 | ||||
Leasehold Improvements | 39,401 | 36,371 | ||||||
Laboratory equipment | 968,901 | 826,151 | ||||||
1,374,257 | 1,099,167 | |||||||
Less—accumulated depreciation and amortization | (533,870 | ) | (348,602 | ) | ||||
Property and equipment, net | $ | 840,387 | $ | 750,565 | ||||
Stockholders_Equity_Deficiency
Stockholders' Equity (Deficiency) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Stockholders' Equity (Deficiency) | |||||||||
Stockholders' Equity (Deficiency) | |||||||||
5. Stockholders’ Equity (Deficiency) | |||||||||
All share and per share amounts have been restated to reflect the one-for-six reverse stock split effected on May 29, 2012 as described in Note 2. | |||||||||
Common Stock | |||||||||
During the year ended December 31, 2012, the Company closed five private placement financings which raised gross proceeds of $6,320,000. In total, the Company issued 1,738,333 shares of its common stock and warrants to purchase 1,738,333 shares of common stock (“units”). | |||||||||
The purchase price paid by the investors for 633,333 of the units sold in the period January 2012 through May 2012 was $3.00 each, determined by the price paid by investors in recent private placements. The warrants expire after eight years and are exercisable at $3.00 per share. The Company paid $96,500 in cash for a finder’s fee. Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, Trovagene determined that the warrants issued in connection with these private placements should be recorded as derivative liabilities at the time of issuance since they are all price protected however the completion of the underwritten public offering on May 30, 2012 removed the condition which required these warrants to be treated as derivative liabilities. Accordingly, the fair value of these warrants were marked to market through May 30, 2012 and then reclassified from a liability to additional paid in capital. | |||||||||
The purchase price paid by the investors for 1,105,000 of the units sold in the fourth quarter of 2012 was $4.00 each, determined by the market price on NASDAQ. The warrants expire after five years and are exercisable at $5.32 per share. The Company paid $24,989 in cash for a finder’s fee. 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 these private placements should be recorded as derivative liabilities at the time of issuance since they are all price protected. The fair value of the warrants on the date of issuance was $1,031,281. However, the completion of the public offering in July 2013 removed the condition which required these warrants to be treated as derivative liabilities. Accordingly, the fair value of these warrants were marked to market through July 18, 2013 and then reclassified from a liability to additional paid in capital. | |||||||||
On May 30, 2012, the Company completed an underwritten public offering in which an aggregate of 1,150,000 units, with each unit consisting of two shares of its common stock and one warrant to purchase one share of common stock were sold at a purchase price of $8.00 per unit. On June 13, 2012 the underwriters exercised their overallotment option in full for an additional 172,500 units. In addition, the Company issued 92,000 warrants to selling agents at an exercise price of $7.00. The warrants were immediately exercisable and expire on May 29, 2017. Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, “Derivatives and Hedging - Contracts in an Entity’s Own Equity”, Trovagene determined that the warrants issued in connection with this transaction were not derivative liabilities. The Company raised a total of $9.1 million in net proceeds after deducting underwriting discounts and commissions of $0.7 million and offering expenses of $0.7 million. | |||||||||
During the year ended December 31, 2012, the Company issued in total 174,100 units to a selling agent, who is also a shareholder of the Company, consisting of 174,100 shares of common stock and warrants to purchase 174,100 shares of common stock. Of the total warrants issued, 30,450 issued in the period January 2012 through May 2012 have an exercise price of $3.00 per share, are immediately exercisable and expire December 31, 2018. The remaining 143,650 warrants issued in the fourth quarter of 2012, have an exercise price of $5.32, are immediately exercisable, and expire five years from the date of issuance. The units were issued as a finder’s fee in connection with certain private placements closed during the year ended December 31, 2012. The issuance of these units was treated as a non-compensatory cost of capital. | |||||||||
During the year ended December 31, 2012, the Company issued 40,000 units to Panetta Partners, Ltd., consisting of 40,000 shares of common stock and warrants to purchase 40,000 shares of common stock. Gabriele Cerrone, previously a member of the Board of Directors of Trovagene, is a director of Panetta Partners, Ltd. The warrants have an exercise price of $5.32, are immediately exercisable, and expire five years from the date of issuance. The units were issued for advisory services in connection with the private placements closed in the fourth quarter of 2012. The issuance of these units was treated as a non-compensatory cost of capital. In addition, the Company issued a warrant to purchase 50,000 shares of common stock to Panetta Partners, Ltd. at an exercise price of $4.14 for consulting services. The warrant was immediately exercisable and expires on December 10, 2017. The fair value of the warrant issued was determined using the Black-Scholes method. A total of approximately $133,000 was charged to general and administrative expenses in the Company’s consolidated statement of operations in 2012. | |||||||||
During the year ended December 31, 2012, the Company issued 125,000 shares of common stock in connection with an asset purchase agreement with MultiGen Diagnostics, Inc. See Note 3. | |||||||||
During the year ended December 31, 2012, the Company issued 9,916 shares of common stock in connection with consulting agreements. The fair value of the stock issued was determined using the Black-Scholes method. A total of $22,381 was charged to general and administrative expense in the Company’s consolidated statement of operations in 2012. | |||||||||
In December 2012, a Trovagene warrant holder exercised warrants to purchase 16,667 on a net exercise basis and received a total of 8,602 shares of common stock. The exercise price of the warrants was $3.00. | |||||||||
In December 2012, a Trovagene option holder exercised his option and purchased a total of 200 shares of common stock. Trovagene raised gross proceeds of $600 as a result of the option exercise. The purchase price paid by the option holder was $3.00. | |||||||||
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. The Company has received gross proceeds of approximately $4.2 million from the sale of 488,476 shares of its common stock during the year ended December 31, 2013 under the agreement with the Agent. In addition, the Company has received gross proceeds of approximately $15.0 million from the sale of 2,142,857 shares of its common stock through a registered direct offering that occurred in July 2013. | |||||||||
During the year ended December 31, 2013, the Company issued a total of 3,424,605 shares of common stock. The Company sold 2,631,332 shares of Common Stock for net proceeds of $18,829,644. In addition, 36,458 shares were issued upon conversion of Series A Preferred Stock, 715,743 shares were issued upon exercise of 715,743 warrants for a weighted average price of $5.02 and 7,284 shares were issued upon net exercise of 12,745 warrants at an exercise price of $3.00. The remaining 33,788 shares include 22,955 shares that were issued upon net exercise of an option for 41,667 shares at an exercise price of $4.50 and the exercise of an option for 10,833 shares at a weighted average exercise price of $3.53. | |||||||||
During the year ended December 31, 2014, the Company issued a total of 13,011 shares of common stock upon the net exercise of warrants at a weighted average exercise price of $3.00. | |||||||||
Warrants | |||||||||
During the years ended December 31, 2014, 2013, and 2012, warrant activity was as follows: | |||||||||
Number | Weighted | Term | |||||||
of | Average | ||||||||
Warrants | Exercise | ||||||||
price | |||||||||
Warrants Outstanding 12/31/2011 | 3,601,474 | $ | 3.18 | 1-8 years | |||||
Granted | 3,416,934 | $ | 4.88 | ||||||
Exercised | (16,667 | ) | |||||||
Expired | (16,671 | ) | $ | 3 | |||||
Warrants Outstanding 12/31/2012 | 6,985,070 | $ | 3.96 | 1 - 6 years | |||||
Granted | 50,000 | $ | 8 | ||||||
Exercised | (728,488 | ) | 4.99 | ||||||
Expired | (73,099 | ) | $ | 4.5 | |||||
Warrants Outstanding 12/31/2013 | 6,233,483 | $ | 3.87 | 1 -5 years | |||||
Granted | 85,470 | $ | 3.51 | ||||||
Exercised | (36,666 | ) | $ | 3 | |||||
Expired | (16,667 | ) | $ | 10.8 | |||||
Warrants Outstanding 12/31/2014 | 6,265,620 | $ | 3.85 | 1 – 4 years | |||||
The Company granted a total of 3,416,934 warrants during the year ended December 31, 2012. Of the total warrants granted, 713,784 were warrants that were price protected. These warrants had an exercise price of $3.00 per share and expire on December 31, 2018. The fair value of these warrants was estimated using the binomial option pricing model. The binomial model requires the input of variable inputs over time, including the expected stock price volatility, the expected price multiple at which warrant holders are likely to exercise their warrants and the expected forfeiture rate. The Company uses historical data to estimate forfeiture rate and expected stock price volatility within the binomial model. The risk-free rate for periods within the contractual life of the warrant is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant. The completion of the underwritten public offering on May 30, 2012 removed the condition which required these warrants to be treated as derivative liabilities. Accordingly, the fair value of these warrants were marked to market through May 30, 2012 and then reclassified from a liability to additional paid in capital. See Note 7. In connection with underwritten public offering and sale of units in May 2012, 1,414,500 warrants were issued with exercise prices ranging from $5.32 to $7.00 and an expiration date five years after date of issuance. Warrants issued in connection with the underwritten public offering and sale of units are not considered derivatives based on Trovagene’s analysis of the criteria of ASC 815, as the Company is not required to make any cash payments or net cash settlement to the registered holder in lieu of issuance of warrant shares. An additional 1,288,650 warrants in the fourth quarter of 2012 were warrants that are price protected. These warrants have an exercise price of $5.32 per share and have an expiration date of five years from issuance. The fair value of these warrants was estimated using the binomial option pricing model. The binomial model requires the input of variable inputs over time, including the expected stock price volatility, the expected price multiple at which warrant holders are likely to exercise their warrants and the expected forfeiture rate. The Company uses historical data to estimate forfeiture rate and expected stock price volatility within the binomial model. The risk-free rate for periods within the contractual life of the warrant is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant. See Note 7. | |||||||||
The Company issued a warrant to purchase 50,000 shares of common stock at an exercise price of $8.00 per share, during the year ended December 31, 2013. The warrants were issued in connection with an agreement to provide services related to investor and public relations materials and expire three years from date of grant. The estimated fair value of the warrant was determined on the date of grant using the Black-Scholes option valuation model using the following assumptions: a risk-free interest rate of 0.42%, dividend yield of 0%, expected volatility of 97% and expected term of three years. The resulting fair value of $198,791 was recorded as stock based compensation expense. | |||||||||
The Company issued warrants to purchase 85,470 shares of common stock at an exercise price of $3.51 per share, during the year ended December 31, 2014. The warrants were issued in connection with a $15.0 million debt agreement. The estimated fair value of the warrant was determined on the date of grant using the Black-Scholes option valuation model using the following assumptions: a risk-free interest rate of 2.53%, dividend yield of 0%, expected volatility of 73.8% and expected term of ten years. The resulting fair value of $235,857 was recorded as a debt discount and will be amortized to interest expense over the term of the loan using the effective interest method. | |||||||||
Series A Convertible Preferred Stock | |||||||||
The material terms of the Series A Convertible Preferred Stock consist of: | |||||||||
1) Dividends. Holders of the Series A Convertible Preferred Stock shall be entitled to receive cumulative dividends at the rate per share of 4% per annum, payable quarterly on March 31, June 30, September 30 and December 31, beginning with September 30, 2005. Dividends shall be payable, at the Company’s sole election, in cash or shares of common stock. As of December 31, 2014 and 2013, the Company had $244,055 and $221,040, respectively in accrued cumulative unpaid preferred stock dividends, included in Accrued Expenses in the Company’s consolidated balance sheets, and $23,015, $29,840, and $38,240, was recorded during the years ended December 31, 2014, 2013, and 2012, respectively. | |||||||||
2) Voting Rights. Shares of the Series A Convertible Preferred Stock shall have no voting rights. However, so long as any shares of Series A Convertible Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of the shares of Series A Convertible Preferred Stock then outstanding, (a) adversely change the powers, preferences or rights given to the Series A Convertible Preferred Stock, (b) authorize or create any class of stock senior or equal to the Series A Convertible Preferred Stock, (c) amend its articles of incorporation or other charter documents, so as to affect adversely any rights of the holders of Series A Convertible Preferred Stock or (d) increase the authorized number of shares of Series A Convertible Preferred Stock. | |||||||||
3) Liquidation. Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series A Convertible Preferred Stock shall be entitled to receive an amount equal to the Stated Value per share, which is $10 per share plus any accrued and unpaid dividends. | |||||||||
4) Conversion Rights. Each share of Series A Convertible Preferred Stock shall be convertible at the option of the holder into that number of shares of common stock determined by dividing the Stated Value, currently $10 per share, by the conversion price, originally $2.15 per share. | |||||||||
5) Subsequent Equity Sales. The conversion price is subject to adjustment for dilutive issuances for a period of 12 months beginning upon registration of the common stock underlying the Series A Convertible Preferred Stock. The relevant registration statement became effective March 17, 2006 and during the following twelve month period the conversion price was adjusted to $9.60 per share. | |||||||||
6) Automatic Conversion. Beginning July 13, 2006, if the price of the common stock equals $25.80 per share for 20 consecutive trading days, and an average of 8,333 shares of common stock per day shall have been traded during the 20 trading days, the Company shall have the right to deliver a notice to the holders of the Series A Convertible Preferred Stock, to convert any portion of the shares of Series A Convertible Preferred Stock into shares of Common Stock at the conversion price. As of the date of these financial statements, such conditions have not been met. | |||||||||
During the year ended December 31, 2013, 35,000 shares of Series A Convertible Preferred Stock were converted into 36,458 shares of common stock, on a net converted basis. As of December 31, 2014 and 2013, and 2012, there were 60,600, 60,600, and 95,600 shares of Series A Convertible Preferred Stock outstanding. | |||||||||
Stock_Option_Plan
Stock Option Plan | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Stock Option Plan | ||||||||||||
Stock Option Plan | ||||||||||||
6. Stock Option Plan | ||||||||||||
In June 2004 the Company adopted the Trovagene Stock Option Plan, as amended (the “2004 Plan”), under which up to 6,000,000 shares common stock were reserved for issuance to directors, eligible employees, including executive officers and consultants. The 2004 Plan provided for the grant of stock options to eligible recipients. Generally, vesting for options granted under the Plan was from three to four years, and options expird after a 10-year period. Options were granted at an exercise price not less than the fair market value at the date of grant. As of December 31, 2014 the 2004 Plan was expired. As of December 31, 2013, there were 1,788,921 shares available for issuance under the 2004 Plan. | ||||||||||||
During 2013, the Company issued 260,000 options over the authorized number of options in the 2004 Plan. As per ASC Topic 815-40, the options were accounted for as liabilities and recorded at fair value with the changes in fair value being recorded in the Company’s statement of operations. Stockholder approval was obtained on July 18, 2013 to increase the number of authorized shares in the Plan from 3,666,667 to 6,000,000. Accordingly, the options were remeasured as of the date of stockholder approval with the change recorded in stock based compensation expense and the $23,024 liability was reclassified to additional paid in capital. | ||||||||||||
In July 2013, an option to purchase 90,000 shares of common stock was granted to a Board Director for services provided outside of routine Board of Directors’ services. These options were immediately vested. The fair value of this option was approximately $500,000 and is included in general and administrative expenses. | ||||||||||||
The Trovagene Inc. 2014 Equity Incentive Plan, (the “2014 EIP’) authorizing up to 2,500,000 shares of common stock for issuance under the Plan, was approved by the Board of Directors in June 2014 and approved by the Shareholders at the September 17, 2014 Annual Shareholders’ Meeting. As of December 31, 2014, there were 1,371,832 shares available for issuance under the 2014 EIP. | ||||||||||||
Stock-based compensation has been recognized in operating results as follows: | ||||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
In research and development expenses | $ | 796,008 | $ | 549,465 | $ | 136,148 | ||||||
In general and administrative expenses | 1,274,186 | 1,429,899 | 395,992 | |||||||||
Total stock based compensation | $ | 2,070,194 | $ | 1,979,364 | $ | 532,140 | ||||||
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 years indicated below: | ||||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Risk-free interest rate | 1.42% - 2.1% | .74% - 1.5% | .62% - 1.04% | |||||||||
Dividend yield | 0% | 0% | 0% | |||||||||
Expected volatility | 81% - 86% | 82% - 100% | 90% - 97% | |||||||||
Expected term (in years) | 5.0 yrs | 5.0 yrs | 5.0 yrs | |||||||||
Stock price | $3.00 - $6.74 | $5.53 - $8.15 | $0.50 - $4.87 | |||||||||
Risk-free interest rate — Based on the daily yield curve rates for U.S. Treasury obligations with maturities that correspond to the expected term of the Company’s stock options. | ||||||||||||
Dividend yield — Trovagene has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. | ||||||||||||
Expected volatility — Based on the historical volatility of a group of peer companies with attributes similar to Trovagene. | ||||||||||||
Expected term — The expected option term represents the period that stock-based awards are expected to be outstanding based on the simplified method provided in Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment, (“SAB No. 107”), which averages an award’s weighted-average vesting period and expected term for “plain vanilla” share options. Under SAB No. 107, options are considered to be “plain vanilla” if they have the following basic characteristics: (i) granted “at-the-money”; (ii) exercisability is conditioned upon service through the vesting date; (iii) termination of service prior to vesting results in forfeiture; (iv) limited exercise period following termination of service; and (v) options are non-transferable and non-hedgeable. | ||||||||||||
Forfeitures — ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates forfeitures based on its historical experience. | ||||||||||||
The weighted-average fair value per share of all options granted during the years ended December 31, 2014, 2013, and 2012, estimated as of the grant date using the Black-Scholes option valuation model was $2.19, $4.54, and $2.12, per share, respectively. | ||||||||||||
The unrecognized compensation cost related to non-vested stock options outstanding at December 31, 2014 and December 31, 2013 was $4,862,030 and $3,733,753, respectively. The weighted-average remaining contractual term at December 31, 2014 and 2013 for options outstanding and vested options was 3.0 and 6.7, respectively. | ||||||||||||
A summary of stock option activity and of changes in stock options outstanding is presented below: | ||||||||||||
Number of | Weighted | Intrinsic | Weighted Average | |||||||||
Options | Average | Value | Remaining | |||||||||
Exercise | Contractual Life | |||||||||||
Price Per | ||||||||||||
Share | ||||||||||||
Balance outstanding, December 31, 2011 | 2,426,192 | $ | 5.22 | $ | — | 6.7 years | ||||||
Granted | 1,294,668 | $ | 3.74 | |||||||||
Exercised | (200 | ) | $ | 3 | $ | 640 | ||||||
Forfeited | (9,357 | ) | $ | 3 | ||||||||
Balance outstanding, December 31, 2012 | 3,711,303 | $ | 4.69 | $ | 8,301,484 | 6.3 years | ||||||
Granted | 1,144,760 | $ | 6.33 | |||||||||
Exercised | (52,500 | ) | $ | 4.3 | $ | 275,492 | ||||||
Forfeited | (516,018 | ) | $ | 4.35 | ||||||||
Balance outstanding, December 31, 2013 | 4,287,545 | $ | 5.18 | $ | 5,896,329 | 6.7 years | ||||||
Granted | 1,410,038 | $ | 4.42 | |||||||||
Forfeited | (784,111 | ) | $ | 7.08 | ||||||||
Balance outstanding, December 31, 2014 | 4,913,472 | $ | 4.66 | $ | 2,808,083 | 7.6 years | ||||||
Vested and exercisable, December 31, 2014 | 2,434,124 | $ | 4.65 | $ | 1,990,187 | 6.2 years | ||||||
ASC Topic 718 requires that cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for options exercised (excess tax benefits) be classified as cash inflows from financing activities and cash outflows from operating activities. Due to Trovagene’s accumulated deficit position, no tax benefits have been recognized in the cash flow statement. | ||||||||||||
Derivative_Financial_Instrumen
Derivative Financial Instruments - Warrants | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Derivative Financial Instruments - Warrants | |||||||||||||
Derivative Financial Instruments - Warrants | 7. Derivative Financial Instruments - Warrants | ||||||||||||
Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, Contracts in Entity’s Own Equity, Trovagene has determined that certain warrants issued in connection with the private placements must be recorded as derivative liabilities with a charge to additional paid in capital as they were issued with other equity instruments. In accordance with ASC Topic 815-40, the warrants are also being re-measured at each balance sheet date based on estimated fair value, and any resultant change in fair value is being recorded in the Company’s statement of operations. The Company estimates the fair value of (i) certain of these warrants using the Black-Scholes option pricing model and (ii) estimates the fair value of the price protected units using the Binomial option pricing model in order to determine the associated derivative instrument liability and change in fair value described above. | |||||||||||||
Warrants - Black-Scholes Option Pricing Model | |||||||||||||
The range of assumptions used to determine the fair value of the warrants valued using the Black-Scholes option pricing model during the periods indicated was: | |||||||||||||
Year ended | Year ended | Year ended | |||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||
Estimated fair value of Trovagene common stock | $3.00 - $6.74 | $5.74 - $7.18 | $0.02 - $5.93 | ||||||||||
Expected warrant term | 4.0 years | 1 month 5.8 years | 10 months to 6 years | ||||||||||
Risk-free interest rate | 1.38% | .03%-1.75% | .06% - 1.54% | ||||||||||
Expected volatility | 86.40% | 82%-100% | 90%-97% | ||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||
Expected volatility is based on the volatility of a peer group of companies with attributes similar to Trovagene. The warrants have a transferability provision and based on guidance provided in SAB 107 for instruments issued with such a provision, Trovagene used the full contractual term as the expected term of the warrants. The risk free rate is based on the U.S. Treasury security rates consistent with the expected remaining term of the warrants at each balance sheet date. | |||||||||||||
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. For the period ending December 31, 2013, the derivative financial instruments liability in the table below only represents the Black-Scholes calculation whereas the loss recognized in the Statement of Operations represents both the Black-Scholes and the binomial methodology. | |||||||||||||
Date | Description | Number of | Derivative | ||||||||||
Warrants | Instrument | ||||||||||||
Liability | |||||||||||||
December 31, 2011 | Balance of derivative financial instruments liability | 1,103,727 | $ | 994,627 | |||||||||
Expired warrants | (16,667 | ) | — | ||||||||||
Change in fair value of warrants during the year recognized as a loss in the statement of operations | — | 5,258,133 | |||||||||||
December 31, 2012 | Balance of derivative financial instruments liability | 1,087,060 | 6,252,760 | ||||||||||
Expired warrants | (73,099 | ) | — | ||||||||||
Change in fair value of warrants during the year recognized as a gain in the statement of operations | — | (1,820,889 | ) | ||||||||||
December 31, 2013 | Balance of derivative financial instruments liability | 1,013,961 | $ | 4,431,871 | |||||||||
Change in fair value of warrants during the year recognized as a gain in the statement of operations | — | (1,425,850 | ) | ||||||||||
December 31, 2014 | Balance of derivative financial instruments liability | 1,013,961 | $ | 3,006,021 | |||||||||
Warrants - Binomial Option Pricing Model | |||||||||||||
During the year ended 2011 and through May 2012, the Company issued 713,784 and 1,048,175 units, respectively, at $3.00 per unit. The units had a per unit price protection clause whereby from the date of issuance until the earlier of (i) thirty months from the final Closing or (ii) the closing date of a Subsequent Financing which generates within a one year period an amount equal to or in excess of $5,000,000, if the Company shall issue any Common Stock or Common Stock Equivalents, in a Subsequent Financing at an effective price per share less than the Per Unit Purchase Price, the Company shall issue to such the number of additional Units equal to (a) the Subscription Amount Investor at the Closing divided by the Discounted Purchase Price, less (b) the Units issued to such Investor at the Closing. Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, Contracts in Entity’s Own Equity, Trovagene has determined that these price protected units issued in connection with the private placements must be recorded as derivative liabilities with a charge to additional paid in capital. The price protected unit’s warrants had an exercise price of $3.00 per share and had expiration dates ranging from June 30, 2014 to December 31, 2018. The fair value of these price protected units was estimated using the binomial option pricing model. The binomial model requires the input of variable inputs over time, including the expected stock price volatility, the expected price multiple at which unit holders are likely to exercise their warrants and the expected forfeiture rate. The Company uses historical data to estimate forfeiture rate and expected stock price volatility within the binomial model. The risk-free rate for periods within the contractual life of the warrant is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant. However, the completion of the underwritten public offering on May 30, 2012 removed the condition which required these warrants to be treated as derivative liabilities. Accordingly, the fair value of these warrants were marked to market through May 30, 2012 and then reclassified from a liability to additional paid in capital. | |||||||||||||
In addition, during the fourth quarter of 2012, the Company issued a total of 1,288,650 units at $4.00 per unit. The units had a per unit price protection clause whereby from the date of issuance until the earlier of (i) forty-eight months from the final Closing or (ii) the closing date of a Subsequent Financing which generates within a one year period an amount equal to or in excess of $10,000,000, if the Company shall issue any Common Stock or Common Stock Equivalents, in a Subsequent Financing at an effective price per share less than the Per Unit Purchase Price, the Company shall issue to such the number of additional Units equal to (a) the Subscription Amount Investor at the Closing divided by the Discounted Purchase Price, less (b) the Units issued to such Investor at the Closing. Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, Contracts in Entity’s Own Equity, Trovagene has determined that these price protected units issued in connection with the private placements must be recorded as derivative liabilities with a charge to additional paid in capital. The price protected unit’s warrants had an exercise price of $5.32 per share and had expiration dates five years from date of issuance. The fair value of these price protected units was estimated using the binomial option pricing model. The binomial model requires the input of variable inputs over time, including the expected stock price volatility, the expected price multiple at which unit holders are likely to exercise their warrants and the expected forfeiture rate. The Company uses historical data to estimate forfeiture rate and expected stock price volatility within the binomial model. The risk-free rate for periods within the contractual life of the warrant is based on the U.S. Treasury yield curve in effect at the date of grant for the expected term of the warrant. However, the completion of the public offering in July 2013 removed the condition which required these warrants to be treated as derivative liabilities. Accordingly, the fair value of these warrants were marked to market through July 18, 2013 and then reclassified from a liability to additional paid in capital. | |||||||||||||
The fair value of the warrants granted during the year ended December 31, 2012 was estimated under the binomial method using the following weighted average assumptions: | |||||||||||||
2012 | |||||||||||||
Range of risk-free interest rates | 0.53% to 1.61% | ||||||||||||
Range of expected volatility | 90% -97% | ||||||||||||
Expected fair value of the stock | $0.25- $3.21 | ||||||||||||
Expected warrant term | 2 years to 6.75 years | ||||||||||||
The following table sets forth the components of changes in the Company’s derivative financial instruments liability balance, valued using the Binomial option pricing method, for the periods indicated: | |||||||||||||
Date | Number of | Derivative | Change In | Ending | |||||||||
Price Protected | Liability For | Fair | Balance | ||||||||||
Units | Issued Units | value of | Derivative | ||||||||||
Derivative | Liability | ||||||||||||
Liability For | |||||||||||||
Previously | |||||||||||||
Outstanding | |||||||||||||
Price | |||||||||||||
Protected | |||||||||||||
Units | |||||||||||||
December 31, 2012 | 1,288,650 | 1,171,463 | 1,341,405 | 2,512,868 | |||||||||
Reclassification of derivative liability to equity | (1,288,650 | ) | — | (5,417,871 | ) | (5,417,871 | ) | ||||||
Change in fair value of warrants during the year recognized as a loss in the statement of operations | — | — | 2,905,003 | 2,905,003 | |||||||||
December 31, 2013 | — | $ | 1,171,463 | $ | (1,171,463 | ) | $ | — | |||||
The weighted average remaining contractual term of all of the Company’s warrants outstanding at December 31, 2014 and 2013 was approximately 3.6 and 4.0 years, respectively. | |||||||||||||
At December 31, 2014 and 2013, the total fair value of the above warrants accounted for as derivative financial instruments, valued using the Black-Scholes option pricing model was $3,006,021 and $4,431,871, respectively, and is classified as derivative financial instruments liability on the balance sheet. | |||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Fair Value Measurements | ||||||||||||||
Fair Value Measurements | ||||||||||||||
8. Fair Value Measurements | ||||||||||||||
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 December 31, 2014 and 2013: | ||||||||||||||
Fair Value Measurements at | ||||||||||||||
December 31, 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) | $ | 27,123,587 | $ | — | $ | — | 27,123,587 | |||||||
Total Assets | $ | 27,123,587 | $ | — | $ | — | $ | 27,123,587 | ||||||
Liabilities: | ||||||||||||||
Derivative liabilities related to warrants | — | $ | — | $ | 3,006,021 | $ | 3,006,021 | |||||||
Total Liabilities | $ | — | $ | — | $ | 3,006,021 | $ | 3,006,021 | ||||||
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 consolidated balance sheet. | |||||||||||||
The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the years ended December 31, 2014 and 2013: | ||||||||||||||
Description | Balance at | Unrealized | Balance as of | |||||||||||
December 31, | (gains) or | December 31, | ||||||||||||
2013 | losses | 2014 | ||||||||||||
Derivative liabilities related to Warrants | $ | 4,431,871 | $ | (1,425,850 | ) | $ | 3,006,021 | |||||||
Description | Balance at | Fair Value of | Unrealized | Balance as of | ||||||||||
December 31, | Warrants | (gains) or | December 31, | |||||||||||
2012 | Reclassified to | losses | 2013 | |||||||||||
Additional Paid in | ||||||||||||||
Capital | ||||||||||||||
Derivative liabilities related to Warrants | $ | 8,765,628 | (5,417,871 | ) | 1,084,114 | 4,431,871 | ||||||||
The unrealized gains or losses on the derivative liabilities are recorded as a change in fair value of derivative liabilities in the Company’s 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 | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Debt | |||||
Debt | |||||
9. Debt | |||||
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. A portion of the proceeds were used to repay the existing equipment loan. The repayment with the same lender was accounted for as a debt extinguishment under ASC Topic 470-50, Debt. The interest rate on the new 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 as the warrants were equity classified. | |||||
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 and pay dividends. 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. | |||||
As of December 31, 2014, amounts due under the agreement include $1,898,548 in current liabilities and $13,053,117 in long-term liabilities, which includes $191,682 of accrued interest. | |||||
At December 31, 2014, Trovagene was in compliance with all covenants under the Loan and Security Agreement. | |||||
The Company recorded $843,260 in interest expense related to the Loan and Security Agreement during the year ended December 31, 2014. Closing costs are being accreted over the life of the loan to interest expense. | |||||
Future maturities of long-term debt at December 31, 2014 are as follows: | |||||
2015 | $ | 1,898,548 | |||
2016 | 4,790,628 | ||||
2017 | 5,140,519 | ||||
2018 | 3,170,305 | ||||
Total long-term obligations | $ | 15,000,000 | |||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Taxes | ||||||||
Income Taxes | ||||||||
10. Income Taxes | ||||||||
At December 31, 2014, Trovagene has federal net operating loss carryforwards (NOLs) of approximately $49.3 million, which, if not used, expire beginning in 2020. Trovagene also has California NOLs of approximately $ 29.9 million which begin to expire in 2021 and New Jersey NOLs of $11.5 million which started to expire on January 31, 2013. Trovagene also has R&D credits available for federal purposes of approximately $698,000. The federal R&D credits will begin to expire January 31, 2025. The utilization of these NOLs and R&D tax credits is subject to limitations based on past and future changes in ownership of Trovagene pursuant to Internal Revenue Code Section 382. The Company has determined that ownership changes have occurred for Internal Revenue Code Section 382 purposes and therefore, the ability of the Company to utilize its NOLs is limited. | ||||||||
Signifcant components of the Company’s taxes and the rates as of December 31, are shown below: | ||||||||
Tax Rate Reconciliation | ||||||||
Tax computed at the federal statutory rate | (4,871,000 | ) | 35 | % | ||||
State tax, net of federal tax benefit | (891,000 | ) | 6 | % | ||||
Permanent Items | (320,000 | ) | 2 | % | ||||
Valuation allowance increase (decrease) | 6,081,000 | (43 | )% | |||||
Other | 1,000 | — | % | |||||
Provision for income taxes | — | |||||||
Significant components of the Company’s deferred tax assets as of December 31, are shown below: | ||||||||
Years ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets | ||||||||
Tax loss carryforwards | $ | 19,010,900 | $ | 14,211,400 | ||||
R&D credits and other tax credits | 698,000 | 235,300 | ||||||
Stock based compensation | 2,193,900 | 1,547,500 | ||||||
Other | 420,800 | 230,400 | ||||||
Total deferred tax assets | 22,323,600 | 16,224,600 | ||||||
Valuation allowance | (22,323,600 | ) | (16,224,600 | ) | ||||
Net deferred tax asset | $ | — | $ | — | ||||
The difference between the statutory rate of 35% on taxable income and the actual income tax rate of zero is a result of the full deferred tax asset valuation allowance. The valuation allowance increased by $6,099,000 and $4,398,700 during the years ended December 31, 2014 and 2013, respectively. | ||||||||
Trovagene records a valuation allowance against deferred tax assets to the extent that it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. | ||||||||
ASC 740-10-30-7, Accounting for Income Taxes had no effect on Trovagene’s financial position, cash flows or results of operations upon adoption, as Trovagene does not have any unrecognized tax benefits. Trovagene’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense and none have been incurred to date. | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies. | |||||
Commitments and Contingencies | |||||
11. Commitments and Contingencies | |||||
Significant Research 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 December 31, 2014, the Company has incurred and recorded approximately $124,000 of research and development expenses related to these agreements. There were approximately $142,000 of research and development expenses incurred during the year ended December 31, 2013. | |||||
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 cell-free 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 October 2014, the agreement was extended for an additional year to June 2015. | |||||
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 is committed to pay USC approximately $232,000 for services provided. As of December 31, 2013 the Company had not incurred any expense related to this agreement. As of December 31, 2014, the Company had incurred approximately $38,000 of research and development expenses. | |||||
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 cell-free quantitative KRAS testing in disease monitoring in patients with metastatic pancreatic cancer. Under the agreement, the Company is committed to pay USOR approximately $270,000 for services provided. As of December 31, 2014 and 2013, the Company has incurred and recorded approximately $16,000 and $29,000 of research and development expense related to this agreement. | |||||
In October 2014, the Company entered into a Research Agreement with Genomac International, Ltd., pursuant to which Genomac will conduct a research study of minimally invasive molecular monitoring of efficiency of targeted biological therapy in advanced non-small lung cancer. Under the agreement, the Company is committed to pay Genomac approximately $175,000 for services provided. As of December 31, 2014, the Company has incurred and recorded approximately $90,000 of research and development expenses. | |||||
License Agreements | |||||
In May 2006, the Company entered into a license agreement with Drs. Falini and Mecucci, wherein it obtained the exclusive rights for the genetic marker for AML and intends to utilize these rights for the development of new diagnostic tools. In connection with this agreement, the Company paid $70,000 to Drs. Falini and Mecucci. In August 2010 the Company signed amendment No. 1 to the license agreement with an obligation to payroyalties of 6% of royalty revenues and/or 10% of any sublicense income. During the years ended December 31, 2014, 2013 and 2012, the Company recorded royalty expenses of approximately $23,000, $30,000 and $24,000, respectively. | |||||
During August 2007, the Company signed a sublicensing agreement with IPSOGEN SAS, a leading molecular diagnostics company with operations in France and the United States for the co-exclusive rights to develop, manufacture and market, research and diagnostic products for the stratification and monitoring of patients with AML. Upon execution of this agreement, IPSOGEN paid an initial licensing fee of $120,000 and may make milestone payments upon the attainment of certain regulatory and commercial milestones. IPSOGEN will also pay the Company a royalty on any net revenues during the term of the agreement, subject to certain minimums. The term of the license ends on October 28, 2025 which is the date of expiration of the issued patent rights. In September 2010, the Company signed amendment No. 1 to the sublicensing agreement. The amendment asserts that the Compay may require a license from a third-party to perform laboratory testing services. During the years ended December 31, 2014, 2013 and 2012, the Company recorded royalty, milestone and license fee revenues of approximately $60,000, $60,000 and $180,000, respectively. During those same periods, the Company had no license fee expenses. | |||||
In October 2007, the Company signed a license agreement with ASURAGEN, Inc. for the co-exclusive rights to develop, manufacture and market, research and diagnostic products for the stratification and monitoring of patients with AML. ASURAGEN paid an initial licensing fee of $120,000 upon execution of the agreement and may make future payments to the Company upon the attainment of certain regulatory and commercial milestones. In June 2010, the Compay signed amendment No. 1 to the co-exclusive license agreement. The amendment asserts that the Company may require a license from a third-party to perform laboratory testing services. ASURAGEN will also pay the Company a royalty on any net revenues during the term of the agreement, subject to certain minimums. The term of the license ends on October 28, 2025 which is the date of expiration of the issued patent rights. In March 2013, we signed amendment No. 2 to the co-exclusive sublicense agreement with ASURAGEN. The amendment limited the field of use to research use only (RUO) kits. ASURAGEN was also granted a non-exclusive sublicense for NPMI laboratory testing services. During the years ended December 31, 2014, 2013 and 2012, the Company recorded royalty and license fee revenues of approximately $50,000, $50,000 and $50,000, respectively. During those same periods, the Company had no license fee expenses related to this agreement. | |||||
In August 2008, the Company signed a sublicensing agreement with LabCorp for the non-exclusive rights to develop and market lab testing services for NPM1, for the diagnosis and monitoring of patients with AML. LabCorp paid an initial licensing fee of $20,000 upon execution of the agreement. LabCorp will also pay the Company a royalty on any net revenues during the term of the agreement, subject to certain minimums. The term of the license ends August 25, 2018. During the years ended December 31, 2014, 2013 and 2012, the Company recorded royalty and license fee revenues of approximately $28,000, $20,000 and $5,000, respectively. During those same years, the Company has not recorded any license fee expenses. | |||||
In December 2008, the Company signed a sublicensing agreement with InVivoScribe Technologies, Inc. for the non-exclusive rights to develop and market lab testing services for NPM1 for the diagnosis and monitoring of patients with AML. InVivoScribe Technologies paid an initial licensing fee of $10,000 upon execution of the agreement. InVivoScribe Technologies will also pay the Company a royalty on any net revenues during the term of the agreement, subject to certain minimums. The term of the license ends on October 28, 2025 which is the date of expiration of the issued patent rights. During the years ended December 31, 2014, 2013, and 2012, the Company recorded royalty and license fee revenues of approximately $25,000, $25,000 and $27,000, respectively. During those same periods, the Company has not recorded any license fee expenses. | |||||
In June 2010, the Company signed a sublicensing agreement with Skyline Diagnostics BV for the non-exclusive rights to develop, commercialize and market, research and diagnostic laboratory services for the stratification and monitoring of patients with AML. Skyline Diagnostics BV paid an initial licensing fee of $10,000 upon execution of the agreement and may make future payments to the Company upon the attainment of certain regulatory and commercial milestones. Skyline Diagnostics BV will also pay the Company a royalty on any net revenues during the term of the agreement, subject to certain minimums. The term of the license ends on October 28, 2025 which is the date of expiration of the issued patent rights. During the years ended December 31, 2014, 2013 and 2012, the Company recorded royalty and license fee revenues of approximately $0, $0 and $0, respectively. During those same periods, the Company has not recorded any license fee expenses. | |||||
In January 2011, the Company entered into an asset purchase agreement with TTFactor S.r.l.for a hybridoma able to produce a monoclonal antibody targeting the NPM1 biomarker for $10,000. In addition the Company agreed to pay the seller of the hybridoma for a period of seven years commencing with the first sale of the antibody, annual royalties on a country by country basis. In addition, the Company agreed to pay a percentage of all cash consideration received from licensees as an upfront license fee pursuant to any licenses of the product and a percentage of all cash consideration received from licensees as milestone payments. The agreement was terminated in 2013. During the years ended December 31, 2014, 2013, and 2012, there were no royalty expense, license fee or milestone payments recorded related to this agreement. | |||||
In February 2011, the Company entered into a sublicense agreement with MLL Münchner Leukämielabor, or MLL for non-exclusive rights to develop and market laboratory testing services for NPM1 for the diagnosis and monitoring of patients with AML. MLL paid an initial license fee of $20,000 upon execution of the agreement and will also pay the Company a royalty on any net revenues during the term of the agreement, subject to certain minimums. MLL is obligated to pay a royalty with annual minimums of $15,000 for the first year and $20,000 thereafter. The term of the license ends on October 28, 2025 which is the date of expiration of the issued patent rights. During the years ended December 31, 2014, 2013 and 2012, the Company recorded royalty and license fee revenues of approximately $81,000, $85,000 and $71,000, respectively. | |||||
In July 2011, the Company entered into a sublicense agreement with Fairview Health Services (“Fairview”) for the non-exclusive rights to develop and market laboratory testing services for NPM1 for the diagnosis and monitoring of patients with AML. Fairview paid an initial license fee of $10,000 upon execution of the agreement and will also pay the Company a royalty on any net revenues during the term of the agreement, subject to certain minimums. Fairview is obligated to pay a royalty with annual minimums of $1,000 each year. During the years ended December 31, 2014, 2013, and 2012, the Company recorded royalty and license fee revenues of approximately $2,000, $1,000 and $2,000, respectively. | |||||
In October 2011, the Company entered into an exclusive license agreement with Gianluca Gaidano, Robert Foa and Davide Rossi for the patent rights to a specific gene mutation with respect to chronic lymphoblastic leukemia. In consideration of the license, the Company paid $1,000 as an upfront license fee and agreed to make royalty payments in the single digits on net sales if sales are made by the Company or a single digit royalty on sublicense income received by the Company if sales are made by sublicensees. The Company has an option to purchase the licensed patent rights in the event the licensor decides to sell such licensed patent rights. The license agreement shall continue until September 29, 2031 which is the date of the last to expire of the licensed patent rights covering the license product. The license agreement may also be terminated upon a material breach by any party or by the Company if it is determined that it is not commercially or scientifically appropriate to further develop the license product rights. During the years ended December 31, 2014, 2013 and 2012, no royalty expense has been recorded related to this agreement. | |||||
In December 2011, the Company entered into an exclusive license agreement with Columbia University to license the patent rights to hairy cell leukemia biomarkers. In consideration of the license, the Company paid $1,000 as an upfront license fee and agreed to make royalty payments in the single digits on net sales if sales are made by the Company or a single digit royalty on sublicense income received by the Company if sales are made by sublicensees. The license agreement shall continue until May 10, 2021 which is the date of the last to expire of the licensed patent rights covering the license product. The license agreement may also be terminated upon a material breach by any party or by the Company if we determine that it is not commercially or scientifically appropriate to further develop the license product rights. During the years ended December 31, 2014, 2013 and 2012, no royalty expense has been recorded related to this agreement. | |||||
In September 2012, the Company entered into a sublicense agreement with Quest Diagnostics for non-exclusive rights to develop and market laboratory testing services for NPM1 for the diagnosis and monitoring of patients with AML. Under this agreement, the Company has granted a license to certain NPM1 patents in exchange for a one time license fee of $20,000 due upon execution of the agreement and royalty payments on net sales of Quest Diagnostics and its affiliates. During the years ended December 31, 2014, 2013 and 2012, the Company recorded royalty and license fee revenues of approximately $26,000, $14,000 and $20,000, respectively. | |||||
In September 2012, the Company entered into a collaboration and license agreement with Strand Life Sciences (“Strand”) related to the validation and commercial launch of a urine based DNA test for Human Papillomavirus. Under this agreement, the Company has granted a license for use of its tests to Strand in exchange for royalty payments on net sales earned in the territory specified in the agreement. During the years ended December 31, 2014, 2013 and 2012, the Company has recorded no royalty and license fee revenues related to this agreement. | |||||
In November 2012, the Company entered into a sublicense agreement with Duke University and Duke University Health Systems for non-exclusive rights to develop and market laboratory testing services for NPM1 for diagnosis and monitoring of patients with AML. Under this agreement, the Company has granted a license to certain NPM1 patents in exchange for a one time license fee of $5,000 due upon execution of the agreement and royalty payments on net revenues. During the years ended December 31, 2014, 2013 and 2012, the Company has recorded $1,000, $0 and $5,000, respectively of royalty and license fee revenues related to this agreement. | |||||
In December 2012, the Company entered into a sublicense agreement with Genoptix, Inc. for non-exclusive worldwide rights to develop and market laboratory testing services for NPM1 for diagnosis and monitoring of patients with AML. Under this agreement, the Company has granted a license to certain NPM1 patents in exchange for a one time license fee of $100,000 due upon execution of the agreement and royalty payments on net revenues. During the years ended December 31, 2014, 2013 and 2012, the Company recorded royalty and license fee revenues of approximately $30,000, $10,000 and $100,000, respectively. | |||||
Litigation | |||||
Trovagene does not believe that the Company has legal liabilities that are probable or reasonably possible that require either accrual or disclosure. From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. | |||||
We are not currently a party to any material legal proceedings. | |||||
Employment and Consulting Agreements | |||||
During 2011, the Company entered into an executive agreement with Antonius Schuh, Ph.D. in which he agreed to serve as Chief Executive Officer. The term of the agreement is effective as of October 4, 2011 and continues until October 4, 2015 and is automatically renewed for successive one year periods at the end to each term. In the event that during the term of the agreement, for a period of 90 consecutive trading days, the market price of the common stock is $7.50 or more and the value of the common stock daily trading volume is $125,000 or more, the Company shall pay or issue Dr. Schuh a bonus in an amount of $3,466,466 in either cash or registered common stock or a combination thereof as mutually agreed by Dr. Schuh the Company; or in the event that during the term of the agreement, a change of control occurs where the per share enterprise value of our company equals or exceeds $7.50 per share, the Company shall pay Dr. Schuh a bonus in an amount determined by multiplying the enterprise value by 4.0%. In the event in a change of control the per share enterprise value exceeds a minimum of $14.40 per share, $22.80 per share or $30.00 per share, Dr. Schuh shall receive a bonus in an amount determined by multiplying the incremental enterprise value by 2.5%, 2.0% or 1.5%, respectively. | |||||
If the executive agreement is terminated for cause or as a result of Dr. Schuh’s death or permanent disability or if Dr. Schuh terminates his agreement voluntarily, Dr. Schuh shall receive a lump sum equal to (i) any portion of unpaid base compensation then due for periods prior to termination, (ii) any bonus or realization bonus earned but not yet paid through the date of termination and (iii) all expenses reasonably incurred by Dr. Schuh prior to date of termination. If the executive agreement is terminated without cause Dr. Schuh shall receive a severance payment equal to base compensation for three months if termination occurs ten months after the effective date of the agreement and six months if termination occurs subsequent to ten months from the effective date. If the executive agreement is terminated as a result of a change of control, Dr. Schuh shall receive a severance payment equal to base compensation for twelve months and all unvested stock options shall immediately vest and become fully exercisable for a period of six months following the date of termination. | |||||
During 2012, the Company entered into an executive agreement with Steve Zaniboni in which he agreed to serve as Chief Financial Officer. If the executive agreement is terminated by the Company for cause or as a result of Mr. Zaniboni’s death or permanent disability or if Mr. Zaniboni terminates his agreement voluntarily, Mr. Zaniboni shall receive a lump sum equal to (i) any portion of unpaid base compensation then due for periods prior to termination, (ii) any bonus or realization bonus earned but not yet paid through the date of termination and (iii) all expenses reasonably incurred by Mr. Zaniboni prior to date of termination. If the executive agreement is terminated by the Company without cause Mr. Zaniboni shall receive a severance payment equal to base compensation for three months if termination occurs ten months after the effective date of the agreement and six months if termination occurs subsequent to ten months from the effective date. If the executive agreement is terminated as a result of a change of control, Mr. Zaniboni shall receive a severance payment equal to base compensation for twelve months and all unvested stock options shall immediately vest and become fully exercisable for a period of six months following the date of termination. | |||||
Lease Agreements | |||||
The Company leases its facilities under a noncancelable operating lease that expires in 2017. Rent expense for the years ended December 31, 2014, 2013 and 2012 was $315,000, $294,000, and $270,000, and respectively. The Company is also a party to various operating lease agreements for office equipment. | |||||
Total annual commitments under current lease agreements for each of the years ended December 31, are as follows: | |||||
2015 | 360,775 | ||||
2016 | 371,324 | ||||
2017 | 381,026 | ||||
2018 | 6,380 | ||||
Total | $ | 1,119,505 | |||
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2014 | |
Employee Benefit Plan | |
Employee Benefit Plan | |
12. Employee Benefit Plan | |
The Company has a retirement savings plan under Section 401(k) of the Internal Revenue Code covering its employees. The plan allows employees to defer, up to the maximum allowed, a percentage of their income on a pre-tax basis through contributions to the plans, plus any employee of the age of 55 can participate in the caught-up dollars as allowed by IRS codes. The Company also has a Roth investment plan that is taken after taxes. The Company does not currently make matching contributions. | |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions | |
Related Party Transactions | |
13. Related Party Transactions | |
Gabriele M. Cerrone, the Company’s former Co-Chairman, and former member of the Board of Directors, served as a consultant to the Company from June 27, 2005 until June 2008 and is affiliated with Panetta Partners Ltd. Transactions between the Company and Mr. Cerrone and Panetta Partners, Ltd. is disclosed in, Note 5, Stockholders’ Equity (Deficiency). | |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ||||||||||||||
14. Selected Quarterly Financial Data (Unaudited) | ||||||||||||||
The following is a summary of the quarterly results of operations of the Company for years ended December 31, 2014 and 2013: | ||||||||||||||
Quarter Ended(1) | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
(Revised)(2) | ||||||||||||||
(dollars in thousands, except per share data) | ||||||||||||||
2014 | ||||||||||||||
Revenues | $ | 111 | $ | 56 | $ | 57 | $ | 56 | ||||||
Operating expenses | 3,371 | 3,297 | 3,997 | 4,560 | ||||||||||
Net loss and comprehensive loss attributable to common stockholders | (3,198 | ) | (1,079 | ) | (5,382 | ) | (4,689 | ) | ||||||
Net loss per common share - basic | $ | (0.17 | ) | $ | (0.06 | ) | $ | (0.28 | ) | $ | (0.25 | ) | ||
Net loss per common share - diluted | $ | (0.17 | ) | $ | (0.17 | ) | $ | (0.28 | ) | $ | (0.25 | ) | ||
Shares used in the calculation of net loss attributable to common stockholders - basic | 18,902,783 | 18,902,783 | 18,902,783 | 18,904,280 | ||||||||||
Shares used in the calculation of net loss attributable to common stockholders - diluted | 18,902,783 | 19,232,760 | 18,902,783 | 19,071,112 | ||||||||||
2013 | ||||||||||||||
Revenues | $ | 119 | $ | 49 | $ | 44 | $ | 47 | ||||||
Operating expenses | 2,509 | 2,423 | 3,121 | 2,897 | ||||||||||
Net loss and comprehensive loss attributable to common stockholders | (1,117 | ) | (5,279 | ) | (4,407 | ) | (1,038 | ) | ||||||
Net loss per common share - basic | $ | (0.07 | ) | $ | (0.34 | ) | $ | (0.25 | ) | $ | (0.05 | ) | ||
Net loss per common share - diluted | $ | (0.07 | ) | $ | (0.34 | ) | $ | (0.25 | ) | $ | (0.05 | ) | ||
Shares used in the calculation of net loss attributable to common stockholders - basic | 15,510,340 | 15,583,957 | 17,870,703 | 18,900,781 | ||||||||||
Shares used in the calculation of net loss attributable to common stockholders - diluted | 15,510,340 | 15,583,957 | 17,870,703 | 18,900,781 | ||||||||||
(1) Basic and diluted EPS are computed independently for each of the periods presented. Accordingly, the sum of the quarterly EPS amount may not agree to the total for the year. (2) Second quarter fully diluted earnings per share have been adjusted for dilutive amounts related to the derivative liability. We believe that these changes are not material to the financial statements or related notes. | ||||||||||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events | |
Subsequent Events | |
15. Subsequent Events | |
Public Offering and Controlled Equity Offering | |
On February 11, 2015, the Company closed an underwritten public offering of 5,111,110 shares of its common stock. The offering price was $4.50 per share and net proceeds to the Company were approximately $21.3 million. The effects of this offering would materially change the number of common shares outstanding at the end of the reporting period had the transaction occurred before December 31, 2014. | |
Related Party Consulting Agreement | |
On January 1, 2015, we entered into a consulting agreement with Tom Adams, our Chairman, pursuant to which Dr. Adams will provide consulting services to us in connection with applying our technology to infectious diseases. The agreement is for a term of one year and Dr. Adams shall be paid $9,500 per month for his services. | |
Basis_of_Presentation_and_Summ1
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Basis of Presentation and Summary of Significant Accounting Policies | |||||||||||
Use of Estimates | Use of Estimates | ||||||||||
The preparation of financial statements in conformity with U.S. GAAP 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||
Cash and cash equivalents consist of operating accounts as of December 31, 2014 and 2013 on deposit with U.S. commercial banks. Cash equivalents are considered by the Company to be highly liquid investments purchased with original maturities of three months or less from the date of purchase. Cash and cash equivalents include money market accounts at December 31, 2014. | |||||||||||
Concentration of credit risk | Concentration of credit risk | ||||||||||
The Company maintains its cash in financial institutions, which at times may exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). All of the Company’s noninterest bearing cash balances were insured up to $250,000 at December 31, 2014 and December 31, 2013. | |||||||||||
Revenues | Revenues | ||||||||||
We license and sublicense our patent rights to healthcare companies, medical laboratories and biotechnology partners. These agreements may involve multiple elements such as license fees, royalties and milestone payments. Revenue is recognized for each element when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed or determinable, and collection is reasonably assured. | |||||||||||
· | Up-front nonrefundable license fees pursuant to agreements under which we have no continuing performance obligations are recognized as revenues on the effective date of the agreement and when collection is reasonably assured. | ||||||||||
· | Minimum royalties are recognized as earned, and royalties in excess of minimum amounts are recognized upon receipt of payment when collection is assured. | ||||||||||
· | Milestone payments are recognized when both the milestone is achieved and the related payment is received. | ||||||||||
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | ||||||||||
The Company reviews the collectability of accounts receivable based on an assessment of historic experience, current economic conditions, and other collection indicators. At December 31, 2014 and 2013, the Company has not recorded an allowance for doubtful accounts. When accounts are determined to be uncollectible, they are written off against the reserve balance and the reserve is reassessed. When payments are received on reserved accounts, they are applied to the individual’s account and the reserve is reassessed. | |||||||||||
Derivative Financial Instruments-Warrants | Derivative Financial Instruments—Warrants | ||||||||||
The Company has issued common stock warrants in connection with the execution of certain equity financings. Such warrants are classified as derivative liabilities under the provisions of FASB ASC 815 Derivatives and Hedging (“ASC 815”) and are recorded at their fair market value as of each reporting period. Such warrants do not meet the exemption that a contract should not be considered a derivative instrument if it is (1) indexed to its own stock and (2) classified in stockholders’ equity. Changes in fair value of derivative liabilities are recorded in the consolidated statement of operations under the caption “Change in fair value of derivative instruments.” | |||||||||||
The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding volatility of Trovagene’s common share price, remaining life of the warrant, and risk-free interest rates at each period end. The Company thus uses model-derived valuations where inputs are observable in active markets to determine the fair value and accordingly classifies such warrants in Level 3 per ASC 820, Fair Value Measurements. At December 31, 2014 and 2013, the fair value of these warrants was $3,006,021 and $4,431,871, respectively, and were included in the derivative financial instruments liability on the balance sheet. | |||||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||||
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 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 continues to account for shares of common stock, stock options and warrants issued to non-employees based on the fair value of 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” and accordingly the value of the stock compensation to non-employees 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. | |||||||||||
Fair value of financial instruments | Fair value of financial instruments | ||||||||||
Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, debt and derivative liabilities. We have adopted FASB ASC 820 Fair Value Measurements and Disclosures (“ASC 820”) for financial assets and liabilities that are required to be measured at fair value, and non-financial assets and liabilities that are not required to be measured at fair value on a recurring basis. These financial instruments are stated at their respective historical carrying amounts which approximate to fair value due to their short term nature as they reflect current market interest rates. Debt is stated at its respective historical carrying amounts which approximates fair value as they reflect current market interest rates. | |||||||||||
In accordance with ASC subtopic 820-10, the Company measures certain assets and liabilities at fair value on a recurring basis using the three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers include: | |||||||||||
| Level 1 — | Quoted prices for identical instruments in active markets. | |||||||||
| Level 2 — | Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. | |||||||||
| Level 3 — | Instruments where significant value drivers are unobservable to third parties. | |||||||||
Property, equipment and depreciation and amortization | Property, equipment and depreciation and amortization | ||||||||||
Expenditures for additions, renewals and improvements are capitalized at cost. Depreciation and amortization is generally computed on a straight-line method based on the estimated useful lives of the related assets. Amortization of leasehold improvements is computed based on the shorter of the life of the asset or the term of the lease. The estimated useful lives of the major classes of depreciable assets are 3 to 5 years for lab equipment and furniture and fixtures. Expenditures for repairs and maintenance are charged to operations as incurred. | |||||||||||
Impairment of Indefinite and Long-Lived Assets | Impairment of Indefinite and Long-Lived Assets | ||||||||||
The Company reviews its long and indefinite lived assets to determine if any event has occurred that may indicate its intangible assets with indefinite lives and other long-lived assets are potentially impaired. If indicators of impairment exist, the Company performs an impairment test to assess the recoverability of the affected assets by determining whether the carrying amount of such assets exceeds the undiscounted expected future cash flows. If the affected assets are not recoverable, the Company estimates the fair value of the assets and records an impairment loss if the carrying value of the assets exceeds the fair value. Factors that would indicate potential impairment include a significant decline in the Company’s stock price and market capitalization compared to its net book value, significant changes in the ability of a particular asset to generate positive cash flows, and significant changes in the Company’s strategic business objectives and utilization of a particular asset. The Company noted no indications of impairment for the years ended December 31, 2014, 2013, and 2012. | |||||||||||
Income Taxes | Income Taxes | ||||||||||
Income taxes have been determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. Deferred taxes result from differences between the financial statement and tax bases of Trovagene’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The assessment of whether or not a valuation allowance is required often requires significant judgment. | |||||||||||
Contingencies | Contingencies | ||||||||||
In the normal course of business, Trovagene is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, product and environmental liability, and tax matters. In accordance with FASB ASC Topic 450, Accounting for Contingencies, Trovagene records such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Trovagene, in accordance with this guidance, does not recognize gain contingencies until realized. | |||||||||||
Cost of Revenue | Cost of Revenue | ||||||||||
Cost of revenue represents the cost of materials, personnel costs, costs associated with processing specimens including pathological review, quality control analyses, and delivery charges necessary to render an individualized test result. Costs associated with performing tests are recorded as the tests are processed. | |||||||||||
Research and Development | Research and Development | ||||||||||
Research and development costs, which include expenditures in connection with an in-house research and development laboratory, salaries and staff costs, purchased in-process research and development, regulatory and scientific consulting fees, as well as contract research and insurance, are accounted for in accordance with ASC Topic 730-10-55-2, Research and Development. Also, as prescribed by this guidance, patent filing and maintenance expenses are considered legal in nature and therefore classified as general and administrative expense, if any. | |||||||||||
While certain of our research and development costs may have future benefits, our policy of expensing all research and development expenditures is predicated on the fact that Trovagene has no history of successful commercialization of molecular diagnostic products to base any estimate of the number of future periods that would be benefited. | |||||||||||
ASC Topic 730, Research and Development requires that non-refundable advance payments for goods or services that will be used or rendered for future research and development activities should be deferred and capitalized. As the related goods are delivered or the services are performed, or when the goods or services are no longer expected to be provided, the deferred amounts are recognized as an expense. There were no non-refundable advance payments as of December 31, 2014 and 2013. | |||||||||||
Net Loss Per Share | 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. Preferred dividends are included in income available to common stockholders in the computation of basic and diluted earnings per share. Shares used in calculating diluted net loss per common share exclude as antidilutive the following share equivalents: | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Options to purchase Common Stock | 4,913,472 | 4,287,545 | 3,711,303 | ||||||||
Warrants to purchase Common stock | 5,251,660 | 6,233,483 | 6,985,070 | ||||||||
Series A Convertible Preferred Stock | 63,125 | 63,125 | 99,583 | ||||||||
10,228,257 | 10,584,153 | 10,795,956 | |||||||||
The following table summarizes the Company’s diluted net loss per share: | |||||||||||
December 31, | December 31, | December 31, | |||||||||
2014 | 2013 | 2012 | |||||||||
Numerator: | |||||||||||
Net loss | $ | (14,348,499 | ) | $ | (11,840,778 | ) | $ | (11,604,201 | ) | ||
Adjustment for change in fair value of derivative instruments - warrants | (2,422,337 | ) | — | — | |||||||
Net loss used for diluted loss per share | $ | (16,770,836 | ) | $ | (11,840,778 | ) | $ | (11,604,201 | ) | ||
Denominator: | |||||||||||
Weighted average shares used to compute basic loss per share | 18,904,280 | 16,978,212 | 13,066,600 | ||||||||
Adjustments to reflect assumed exercise of warrants | 166,832 | — | — | ||||||||
Weighted average shares used to compute diluted net loss per share | 19,071,112 | 16,978,212 | 13,066,600 | ||||||||
Net loss per share diluted | $ | (0.88 | ) | $ | (0.70 | ) | $ | (0.89 | ) | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||
In January 2015, the Financial Accounting Standards Board (the FASB) issued an amendment to the accounting guidance related to the presentation of extraordinary items. The amendment simplifies the income statement presentation requirements in Subtopic 225-20 by eliminating the concept of extraordinary items. Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. Eliminating the extraordinary classification simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration. The amended guidance is effective prospectively for fiscal years beginning after December 15, 2015. The new guidance will not have an impact on the Company’s financial position, results of operations or cash flows. | |||||||||||
In August 2014, the FASB issued an amendment to the accounting guidance related to the evaluation of an entity to continue as a going concern. The amendment establishes management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern in connection with preparing financial statements for each annual and interim reporting period. The amendment also gives guidance to determine whether to disclose information about relevant conditions and events when there is substantial doubt about an entity’s ability to continue as a going concern. The amended guidance is effective prospectively for fiscal years beginning after December 15, 2016. The new guidance will not have an impact on the Company’s financial position, results of operations or cash flows. | |||||||||||
In June 2014, the FASB issued an accounting standards update that removes the financial reporting distinction between development stage entities and other reporting entities from 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 its financial position, results of operations or related financial statement disclosures. | |||||||||||
In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The standard provides companies with a single model for accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific revenue guidance. The core principle of the model is to recognize revenue when control of the goods or services transfers to the customer, as opposed to recognizing revenue when the risks and rewards transfer to the customer under the existing revenue guidance. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. The Company is in the process of evaluating the impact of adoption on its consolidated financial statements. | |||||||||||
Basis_of_Presentation_and_Summ2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Basis of Presentation and Summary of Significant Accounting Policies | |||||||||||
Schedule of antidilutive securities excluded from the calculation of basic and diluted loss per share | |||||||||||
December 31, | |||||||||||
2014 | 2013 | 2012 | |||||||||
Options to purchase Common Stock | 4,913,472 | 4,287,545 | 3,711,303 | ||||||||
Warrants to purchase Common stock | 5,251,660 | 6,233,483 | 6,985,070 | ||||||||
Series A Convertible Preferred Stock | 63,125 | 63,125 | 99,583 | ||||||||
10,228,257 | 10,584,153 | 10,795,956 | |||||||||
Summary of the Company's diluted net loss per share | |||||||||||
December 31, | December 31, | December 31, | |||||||||
2014 | 2013 | 2012 | |||||||||
Numerator: | |||||||||||
Net loss | $ | (14,348,499 | ) | $ | (11,840,778 | ) | $ | (11,604,201 | ) | ||
Adjustment for change in fair value of derivative instruments - warrants | (2,422,337 | ) | — | — | |||||||
Net loss used for diluted loss per share | $ | (16,770,836 | ) | $ | (11,840,778 | ) | $ | (11,604,201 | ) | ||
Denominator: | |||||||||||
Weighted average shares used to compute basic loss per share | 18,904,280 | 16,978,212 | 13,066,600 | ||||||||
Adjustments to reflect assumed exercise of warrants | 166,832 | — | — | ||||||||
Weighted average shares used to compute diluted net loss per share | 19,071,112 | 16,978,212 | 13,066,600 | ||||||||
Net loss per share diluted | $ | (0.88 | ) | $ | (0.70 | ) | $ | (0.89 | ) | ||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property and Equipment | ||||||||
Schedule of components of property and equipment | ||||||||
As of December 31, | ||||||||
2014 | 2013 | |||||||
Furniture and office equipment | $ | 365,955 | $ | 236,645 | ||||
Leasehold Improvements | 39,401 | 36,371 | ||||||
Laboratory equipment | 968,901 | 826,151 | ||||||
1,374,257 | 1,099,167 | |||||||
Less—accumulated depreciation and amortization | (533,870 | ) | (348,602 | ) | ||||
Property and equipment, net | $ | 840,387 | $ | 750,565 | ||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Stockholders' Equity (Deficiency) | |||||||||
Summary of warrant activity and changes in warrants outstanding | |||||||||
Number | Weighted | Term | |||||||
of | Average | ||||||||
Warrants | Exercise | ||||||||
price | |||||||||
Warrants Outstanding 12/31/2011 | 3,601,474 | $ | 3.18 | 1-8 years | |||||
Granted | 3,416,934 | $ | 4.88 | ||||||
Exercised | (16,667 | ) | |||||||
Expired | (16,671 | ) | $ | 3 | |||||
Warrants Outstanding 12/31/2012 | 6,985,070 | $ | 3.96 | 1 - 6 years | |||||
Granted | 50,000 | $ | 8 | ||||||
Exercised | (728,488 | ) | 4.99 | ||||||
Expired | (73,099 | ) | $ | 4.5 | |||||
Warrants Outstanding 12/31/2013 | 6,233,483 | $ | 3.87 | 1 -5 years | |||||
Granted | 85,470 | $ | 3.51 | ||||||
Exercised | (36,666 | ) | $ | 3 | |||||
Expired | (16,667 | ) | $ | 10.8 | |||||
Warrants Outstanding 12/31/2014 | 6,265,620 | $ | 3.85 | 1 – 4 years | |||||
Stock_Option_Plan_Tables
Stock Option Plan (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Stock Option Plan | ||||||||||||
Schedule of stock-based compensation expense | ||||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
In research and development expenses | $ | 796,008 | $ | 549,465 | $ | 136,148 | ||||||
In general and administrative expenses | 1,274,186 | 1,429,899 | 395,992 | |||||||||
Total stock based compensation | $ | 2,070,194 | $ | 1,979,364 | $ | 532,140 | ||||||
Schedule of assumptions to estimate fair value of stock option awards | ||||||||||||
Years ended December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Risk-free interest rate | 1.42% - 2.1% | .74% - 1.5% | .62% - 1.04% | |||||||||
Dividend yield | 0% | 0% | 0% | |||||||||
Expected volatility | 81% - 86% | 82% - 100% | 90% - 97% | |||||||||
Expected term (in years) | 5.0 yrs | 5.0 yrs | 5.0 yrs | |||||||||
Stock price | $3.00 - $6.74 | $5.53 - $8.15 | $0.50 - $4.87 | |||||||||
Summary of stock option activity and of changes in stock options outstanding | ||||||||||||
Number of | Weighted | Intrinsic | Weighted Average | |||||||||
Options | Average | Value | Remaining | |||||||||
Exercise | Contractual Life | |||||||||||
Price Per | ||||||||||||
Share | ||||||||||||
Balance outstanding, December 31, 2011 | 2,426,192 | $ | 5.22 | $ | — | 6.7 years | ||||||
Granted | 1,294,668 | $ | 3.74 | |||||||||
Exercised | (200 | ) | $ | 3 | $ | 640 | ||||||
Forfeited | (9,357 | ) | $ | 3 | ||||||||
Balance outstanding, December 31, 2012 | 3,711,303 | $ | 4.69 | $ | 8,301,484 | 6.3 years | ||||||
Granted | 1,144,760 | $ | 6.33 | |||||||||
Exercised | (52,500 | ) | $ | 4.3 | $ | 275,492 | ||||||
Forfeited | (516,018 | ) | $ | 4.35 | ||||||||
Balance outstanding, December 31, 2013 | 4,287,545 | $ | 5.18 | $ | 5,896,329 | 6.7 years | ||||||
Granted | 1,410,038 | $ | 4.42 | |||||||||
Forfeited | (784,111 | ) | $ | 7.08 | ||||||||
Balance outstanding, December 31, 2014 | 4,913,472 | $ | 4.66 | $ | 2,808,083 | 7.6 years | ||||||
Vested and exercisable, December 31, 2014 | 2,434,124 | $ | 4.65 | $ | 1,990,187 | 6.2 years | ||||||
Derivative_Financial_Instrumen1
Derivative Financial Instruments - Warrants (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Black Scholes Option Pricing Method | |||||||||||||
Derivative financial instruments | |||||||||||||
Schedule of assumptions used to determine the fair value of the warrants | |||||||||||||
Year ended | Year ended | Year ended | |||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||
Estimated fair value of Trovagene common stock | $3.00 - $6.74 | $5.74 - $7.18 | $0.02 - $5.93 | ||||||||||
Expected warrant term | 4.0 years | 1 month 5.8 years | 10 months to 6 years | ||||||||||
Risk-free interest rate | 1.38% | .03%-1.75% | .06% - 1.54% | ||||||||||
Expected volatility | 86.40% | 82%-100% | 90%-97% | ||||||||||
Dividend yield | 0% | 0% | 0% | ||||||||||
Schedule of components of changes in the Company's derivative financial instruments liability balance | |||||||||||||
Date | Description | Number of | Derivative | ||||||||||
Warrants | Instrument | ||||||||||||
Liability | |||||||||||||
December 31, 2011 | Balance of derivative financial instruments liability | 1,103,727 | $ | 994,627 | |||||||||
Expired warrants | (16,667 | ) | — | ||||||||||
Change in fair value of warrants during the year recognized as a loss in the statement of operations | — | 5,258,133 | |||||||||||
December 31, 2012 | Balance of derivative financial instruments liability | 1,087,060 | 6,252,760 | ||||||||||
Expired warrants | (73,099 | ) | — | ||||||||||
Change in fair value of warrants during the year recognized as a gain in the statement of operations | — | (1,820,889 | ) | ||||||||||
December 31, 2013 | Balance of derivative financial instruments liability | 1,013,961 | $ | 4,431,871 | |||||||||
Change in fair value of warrants during the year recognized as a gain in the statement of operations | — | (1,425,850 | ) | ||||||||||
December 31, 2014 | Balance of derivative financial instruments liability | 1,013,961 | $ | 3,006,021 | |||||||||
Binomial Option Pricing Method | |||||||||||||
Derivative financial instruments | |||||||||||||
Schedule of assumptions used to determine the fair value of the warrants | |||||||||||||
2012 | |||||||||||||
Range of risk-free interest rates | 0.53% to 1.61% | ||||||||||||
Range of expected volatility | 90% -97% | ||||||||||||
Expected fair value of the stock | $0.25- $3.21 | ||||||||||||
Expected warrant term | 2 years to 6.75 years | ||||||||||||
Schedule of components of changes in the Company's derivative financial instruments liability balance | |||||||||||||
Date | Number of | Derivative | Change In | Ending | |||||||||
Price Protected | Liability For | Fair | Balance | ||||||||||
Units | Issued Units | value of | Derivative | ||||||||||
Derivative | Liability | ||||||||||||
Liability For | |||||||||||||
Previously | |||||||||||||
Outstanding | |||||||||||||
Price | |||||||||||||
Protected | |||||||||||||
Units | |||||||||||||
December 31, 2012 | 1,288,650 | 1,171,463 | 1,341,405 | 2,512,868 | |||||||||
Reclassification of derivative liability to equity | (1,288,650 | ) | — | (5,417,871 | ) | (5,417,871 | ) | ||||||
Change in fair value of warrants during the year recognized as a loss in the statement of operations | — | — | 2,905,003 | 2,905,003 | |||||||||
December 31, 2013 | — | $ | 1,171,463 | $ | (1,171,463 | ) | $ | — | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 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 | ||||||||||||||
December 31, 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) | $ | 27,123,587 | $ | — | $ | — | 27,123,587 | |||||||
Total Assets | $ | 27,123,587 | $ | — | $ | — | $ | 27,123,587 | ||||||
Liabilities: | ||||||||||||||
Derivative liabilities related to warrants | — | $ | — | $ | 3,006,021 | $ | 3,006,021 | |||||||
Total Liabilities | $ | — | $ | — | $ | 3,006,021 | $ | 3,006,021 | ||||||
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 consolidated balance sheet. | |||||||||||||
Schedule of changes in the fair value of the Company's Level 3 liabilities | ||||||||||||||
Description | Balance at | Unrealized | Balance as of | |||||||||||
December 31, | (gains) or | December 31, | ||||||||||||
2013 | losses | 2014 | ||||||||||||
Derivative liabilities related to Warrants | $ | 4,431,871 | $ | (1,425,850 | ) | $ | 3,006,021 | |||||||
Description | Balance at | Fair Value of | Unrealized | Balance as of | ||||||||||
December 31, | Warrants | (gains) or | December 31, | |||||||||||
2012 | Reclassified to | losses | 2013 | |||||||||||
Additional Paid in | ||||||||||||||
Capital | ||||||||||||||
Derivative liabilities related to Warrants | $ | 8,765,628 | (5,417,871 | ) | 1,084,114 | 4,431,871 | ||||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Debt | |||||
Schedule of future maturities of long-term debt | |||||
2015 | $ | 1,898,548 | |||
2016 | 4,790,628 | ||||
2017 | 5,140,519 | ||||
2018 | 3,170,305 | ||||
Total long-term obligations | $ | 15,000,000 | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Taxes | ||||||||
Schedule of significant components of the Company's taxes and the rates | Tax Rate Reconciliation | |||||||
Tax computed at the federal statutory rate | (4,871,000 | ) | 35 | % | ||||
State tax, net of federal tax benefit | (891,000 | ) | 6 | % | ||||
Permanent Items | (320,000 | ) | 2 | % | ||||
Valuation allowance increase (decrease) | 6,081,000 | (43 | )% | |||||
Other | 1,000 | — | % | |||||
Provision for income taxes | — | |||||||
Schedule of significant components of the Company's deferred tax assets | ||||||||
Years ended | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets | ||||||||
Tax loss carryforwards | $ | 19,010,900 | $ | 14,211,400 | ||||
R&D credits and other tax credits | 698,000 | 235,300 | ||||||
Stock based compensation | 2,193,900 | 1,547,500 | ||||||
Other | 420,800 | 230,400 | ||||||
Total deferred tax assets | 22,323,600 | 16,224,600 | ||||||
Valuation allowance | (22,323,600 | ) | (16,224,600 | ) | ||||
Net deferred tax asset | $ | — | $ | — | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies. | |||||
Schedule of annual commitments under current lease agreements | |||||
2015 | 360,775 | ||||
2016 | 371,324 | ||||
2017 | 381,026 | ||||
2018 | 6,380 | ||||
Total | $ | 1,119,505 | |||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Selected Quarterly Financial Data (Unaudited) | ||||||||||||||
Summary of the quarterly results of operations | ||||||||||||||
Quarter Ended(1) | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
(Revised)(2) | ||||||||||||||
(dollars in thousands, except per share data) | ||||||||||||||
2014 | ||||||||||||||
Revenues | $ | 111 | $ | 56 | $ | 57 | $ | 56 | ||||||
Operating expenses | 3,371 | 3,297 | 3,997 | 4,560 | ||||||||||
Net loss and comprehensive loss attributable to common stockholders | (3,198 | ) | (1,079 | ) | (5,382 | ) | (4,689 | ) | ||||||
Net loss per common share - basic | $ | (0.17 | ) | $ | (0.06 | ) | $ | (0.28 | ) | $ | (0.25 | ) | ||
Net loss per common share - diluted | $ | (0.17 | ) | $ | (0.17 | ) | $ | (0.28 | ) | $ | (0.25 | ) | ||
Shares used in the calculation of net loss attributable to common stockholders - basic | 18,902,783 | 18,902,783 | 18,902,783 | 18,904,280 | ||||||||||
Shares used in the calculation of net loss attributable to common stockholders - diluted | 18,902,783 | 19,232,760 | 18,902,783 | 19,071,112 | ||||||||||
2013 | ||||||||||||||
Revenues | $ | 119 | $ | 49 | $ | 44 | $ | 47 | ||||||
Operating expenses | 2,509 | 2,423 | 3,121 | 2,897 | ||||||||||
Net loss and comprehensive loss attributable to common stockholders | (1,117 | ) | (5,279 | ) | (4,407 | ) | (1,038 | ) | ||||||
Net loss per common share - basic | $ | (0.07 | ) | $ | (0.34 | ) | $ | (0.25 | ) | $ | (0.05 | ) | ||
Net loss per common share - diluted | $ | (0.07 | ) | $ | (0.34 | ) | $ | (0.25 | ) | $ | (0.05 | ) | ||
Shares used in the calculation of net loss attributable to common stockholders - basic | 15,510,340 | 15,583,957 | 17,870,703 | 18,900,781 | ||||||||||
Shares used in the calculation of net loss attributable to common stockholders - diluted | 15,510,340 | 15,583,957 | 17,870,703 | 18,900,781 | ||||||||||
(1) Basic and diluted EPS are computed independently for each of the periods presented. Accordingly, the sum of the quarterly EPS amount may not agree to the total for the year. (2) Second quarter fully diluted earnings per share have been adjusted for dilutive amounts related to the derivative liability. We believe that these changes are not material to the financial statements or related notes. | ||||||||||||||
Business_Overview_and_Liquidit1
Business Overview and Liquidity (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 30-May-12 | Jun. 30, 2012 | 31-May-12 | |
Going Concern | |||||||||||||||
Cumulative net losses attributed to common stockholders | ($81,391,909) | ($67,043,410) | ($81,391,909) | ($67,043,410) | |||||||||||
Net cash used in operating activities | -12,727,385 | -7,317,248 | -4,934,661 | ||||||||||||
Net loss and comprehensive loss attributable to common stockholders | -4,689,000 | -5,382,000 | -1,079,000 | -3,198,000 | -1,038,000 | -4,407,000 | -5,279,000 | -1,117,000 | -14,348,499 | -11,840,778 | -11,604,201 | ||||
Net cash provided by financing activities | 14,484,036 | 22,983,688 | 15,324,148 | 15,324,148 | |||||||||||
Underwritten Public Offering 2012 | |||||||||||||||
Common Stock | |||||||||||||||
Units issued (in shares) | 1,150,000 | ||||||||||||||
Number of shares of common stock in each capital unit (in shares) | 2 | ||||||||||||||
Number of common stock purchase warrants in each capital unit (in shares) | 1 | ||||||||||||||
Number of shares that can be purchased from exercise of each warrant | 1 | ||||||||||||||
Offer price per unit (in dollars per share) | $8 | ||||||||||||||
Exercise of overallotment option by underwriters (in units) | 172,500 | ||||||||||||||
Aggregate proceeds for stock and warrants issued as a unit (in dollars) | 9,100,000 | ||||||||||||||
Amount of underwriting discounts and commissions | 700,000 | ||||||||||||||
Amount of offering expenses | $700,000 | ||||||||||||||
Exercise price of warrants (in dollars per share) | 5.32 | ||||||||||||||
Term of warrants | 5 years |
Basis_of_Presentation_and_Summ3
Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $) | 0 Months Ended | |||||
29-May-12 | Apr. 27, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Basis of Presentation and Summary of Significant Accounting Policies | ||||||
Noninterest bearing cash balances insured, maximum | $250,000 | $250,000 | ||||
Derivative financial instruments | ||||||
Stock split ratio | 0.1667 | |||||
Derivative liabilities related to warrants | 3,006,021 | 4,431,871 | ||||
Minimum | ||||||
Derivative financial instruments | ||||||
Stock split ratio | 0.1667 | |||||
Maximum | ||||||
Derivative financial instruments | ||||||
Stock split ratio | 0.5 | |||||
Warrants | Black Scholes Option Pricing Method | ||||||
Derivative financial instruments | ||||||
Derivative liabilities related to warrants | 3,006,021 | 4,431,871 | 6,252,760 | 994,627 | ||
Warrants | Binomial Option Pricing Method | ||||||
Derivative financial instruments | ||||||
Derivative liabilities related to warrants | $2,512,868 |
Basis_of_Presentation_and_Summ4
Basis of Presentation and Summary of Significant Accounting Policies (Details 2) | 12 Months Ended |
Dec. 31, 2014 | |
Laboratory equipment | Minimum | |
Property, equipment and depreciation and amortization | |
Estimated useful lives | 3 years |
Laboratory equipment | Maximum | |
Property, equipment and depreciation and amortization | |
Estimated useful lives | 5 years |
Furniture and fixtures | Minimum | |
Property, equipment and depreciation and amortization | |
Estimated useful lives | 3 years |
Furniture and fixtures | Maximum | |
Property, equipment and depreciation and amortization | |
Estimated useful lives | 5 years |
Basis_of_Presentation_and_Summ5
Basis of Presentation and Summary of Significant Accounting Policies (Details 3) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Net Loss Per Share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,228,257 | 10,584,153 | 10,795,956 |
Stock options | |||
Net Loss Per Share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,913,472 | 4,287,545 | 3,711,303 |
Warrants | |||
Net Loss Per Share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,251,660 | 6,233,483 | 6,985,070 |
Series A Convertible Preferred Stock | |||
Net Loss Per Share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 63,125 | 63,125 | 99,583 |
Basis_of_Presentation_and_Summ6
Basis of Presentation and Summary of Significant Accounting Policies (Details 4) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Numerator | |||||||||||
Net loss | ($4,689,000) | ($5,382,000) | ($1,079,000) | ($3,198,000) | ($1,038,000) | ($4,407,000) | ($5,279,000) | ($1,117,000) | ($14,348,499) | ($11,840,778) | ($11,604,201) |
Adjustment for change in fair value of derivative instruments | -2,422,337 | ||||||||||
Net loss used for diluted loss per share | ($16,770,836) | ($11,840,778) | ($11,604,201) | ||||||||
Denominator | |||||||||||
Weighted average shares outstanding - basic | 18,904,280 | 18,902,783 | 18,902,783 | 18,902,783 | 18,900,781 | 17,870,703 | 15,583,957 | 15,510,340 | 18,904,280 | 16,978,212 | 13,066,600 |
Adjustments to reflect assumed exercise of warrants | 166,832 | ||||||||||
Weighted average shares used to compute diluted net loss | 19,071,112 | 18,902,783 | 19,232,760 | 18,902,783 | 18,900,781 | 17,870,703 | 15,583,957 | 15,510,340 | 19,071,112 | 16,978,212 | 13,066,600 |
Net loss per share diluted | ($0.25) | ($0.28) | ($0.17) | ($0.17) | ($0.05) | ($0.25) | ($0.34) | ($0.07) | ($0.88) | ($0.70) | ($0.89) |
Asset_Purchase_Details
Asset Purchase (Details) (MultiGen Diagnostics, Inc, USD $) | 1 Months Ended | 12 Months Ended | |
Feb. 29, 2012 | Dec. 31, 2012 | Feb. 01, 2012 | |
item | |||
Merger and asset purchase activities | |||
Common stock issued in connection with an asset purchase agreement (in shares) | 125,000 | ||
Issuance of common stock pursuant to acquisitions | $187,500 | $187,500 | |
Number of intangible assets to which purchase price would be allocated | 1 | ||
Fair value of the contingent consideration | 0 | ||
Maximum | |||
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 common stock | |||
Merger and asset purchase activities | |||
Common stock issued in connection with an asset purchase agreement (in shares) | 125,000 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, equipment and depreciation and amortization | |||
Depreciation and amortization | $234,813 | $130,520 | $41,842 |
Property and equipment, gross | 1,374,257 | 1,099,167 | |
Less-accumulated depreciation and amortization | -533,870 | -348,602 | |
Property and equipment, net | 840,387 | 750,565 | |
Furniture and office equipment | |||
Property, equipment and depreciation and amortization | |||
Property and equipment, gross | 365,955 | 236,645 | |
Leasehold Improvements | |||
Property, equipment and depreciation and amortization | |||
Property and equipment, gross | 39,401 | 36,371 | |
Laboratory equipment | |||
Property, equipment and depreciation and amortization | |||
Property and equipment, gross | $968,901 | $826,151 |
Stockholders_Equity_Deficiency1
Stockholders' Equity (Deficiency) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 3 Months Ended | 5 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||
29-May-12 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | 31-May-12 | 30-May-12 | Jun. 30, 2012 | 31-May-12 | Jul. 31, 2013 | Jan. 25, 2013 | Feb. 29, 2012 | Apr. 27, 2012 | Jun. 30, 2014 | Dec. 31, 2011 | |
Stock split ratio | 0.1667 | ||||||||||||||
Value of warrants recorded as debt discount and additional paid in capital | $235,857 | ||||||||||||||
Common stock issued in lieu of cash for services | 22,381 | ||||||||||||||
Warrants continued to be accounted under derivative liabilities (in shares) | 6,265,620 | 6,233,483 | 6,985,070 | 6,985,070 | 3,601,474 | ||||||||||
Fair value of warrants at issuance for cash (in dollars) | 3,599,831 | ||||||||||||||
Fair value of warrants issued for services (in dollars) | 198,791 | 142,508 | |||||||||||||
Derivative financial instruments | 3,006,021 | 4,431,871 | |||||||||||||
Gain (loss) from change in fair value of derivative instruments-warrants | 1,425,850 | -1,084,114 | -6,720,805 | ||||||||||||
Proceeds from investor | 18,829,644 | 15,323,548 | |||||||||||||
Warrants exercised (in shares) | 36,666 | 728,488 | 16,667 | ||||||||||||
Issuance of common stock upon net exercise of warrant (in shares) | 8,602 | ||||||||||||||
Exercise price of warrants exercised (in dollars per share) | $3 | $4.99 | $3 | ||||||||||||
Proceeds from exercise of options | 38,249 | 600 | |||||||||||||
Exercise price of stock options exercised (in dollars per share) | $3 | ||||||||||||||
Number of shares sold | 18,915,793 | 18,902,782 | |||||||||||||
Net proceeds from shares of common stock sold | 18,829,644 | ||||||||||||||
Warrant exercise price of $3.00 | |||||||||||||||
Number of shares that can be purchased from exercise of each warrant | 12,745 | ||||||||||||||
Exercise price of warrants (in dollars per share) | 3 | ||||||||||||||
Selling agents | |||||||||||||||
Number of common shares that can be purchased upon exercise of warrant | 174,100 | 174,100 | |||||||||||||
Units issued (in shares) | 174,100 | ||||||||||||||
Consulting agreements | |||||||||||||||
Common stock issued in lieu of cash for services | 22,381 | ||||||||||||||
Common stock issued in lieu of cash (in shares) | 9,916 | ||||||||||||||
Panetta Partners, Ltd. | |||||||||||||||
Number of common shares that can be purchased upon exercise of warrant | 40,000 | 40,000 | |||||||||||||
Units issued (in shares) | 40,000 | ||||||||||||||
Exercise price of warrants (in dollars per share) | 5.32 | 5.32 | |||||||||||||
Term of warrants | 5 years | ||||||||||||||
Amount charged to general and administrative expense | 133,000 | ||||||||||||||
Panetta Partners, Ltd. | Consulting agreements | |||||||||||||||
Number of common shares that can be purchased upon exercise of warrant | 50,000 | 50,000 | |||||||||||||
Exercise price of warrants (in dollars per share) | 4.14 | 4.14 | |||||||||||||
Warrants | Selling agents | |||||||||||||||
Number of common shares that can be purchased upon exercise of warrant | 143,650 | 143,650 | 30,450 | 30,450 | |||||||||||
Exercise price of warrants (in dollars per share) | 5.32 | 5.32 | 3 | 3 | |||||||||||
Term of warrants | 5 years | ||||||||||||||
Price protected warrants | |||||||||||||||
Reclassification of derivative liability to equity (in shares) | 713,784 | 1,288,650 | |||||||||||||
Term of warrants | 5 years | ||||||||||||||
Common stock including additional paid in capital | |||||||||||||||
Common stock issued in lieu of cash (in shares) | 40,000 | ||||||||||||||
Common stock including additional paid in capital | Selling agents | |||||||||||||||
Common stock issued in lieu of cash (in shares) | 174,100 | ||||||||||||||
Common Stock | |||||||||||||||
Common stock issued in lieu of cash for services | 1 | ||||||||||||||
Common stock issued in lieu of cash (in shares) | 9,916 | ||||||||||||||
Exercise price of warrants (in dollars per share) | 3 | ||||||||||||||
Fair value of warrants at issuance for cash (in dollars) | 72 | ||||||||||||||
Warrants issued for cash (in shares) | 715,743 | ||||||||||||||
Issuance of common stock upon net exercise of warrant (in shares) | 13,011 | 7,284 | 8,602 | ||||||||||||
Shares issued upon exercise of options | 10,833 | 200 | |||||||||||||
Shares issued upon net exercise of options | 22,955 | ||||||||||||||
Total shares of Common Stock issued | 3,424,605 | ||||||||||||||
Shares of common stock sold | 2,631,332 | ||||||||||||||
Net proceeds from shares of common stock sold | 263 | ||||||||||||||
Number of common shares issued upon conversion | 36,458 | ||||||||||||||
Number of common stock issued for exercise of stock options | 33,788 | ||||||||||||||
Common Stock | Option exercise price of $4.50 | |||||||||||||||
Shares issued upon exercise of options | 41,667 | ||||||||||||||
Exercise price of stock options exercised (in dollars per share) | $4.50 | ||||||||||||||
Common Stock | Option exercise price, weighted average of $3.53 | |||||||||||||||
Shares issued upon exercise of options | 10,833 | ||||||||||||||
Exercise price of stock options exercised (in dollars per share) | $3.53 | ||||||||||||||
Common Stock | Warrant exercise price, weighted average of $5.02 | |||||||||||||||
Exercise price of warrants (in dollars per share) | 5.02 | ||||||||||||||
Common Stock | Shareholder of the Company | |||||||||||||||
Aggregate proceeds for stock and warrants issued as a unit (in dollars) | 21 | ||||||||||||||
Units issued (in shares) | 214,100 | ||||||||||||||
Private placements of units of common stock and warrants to purchase common stock during 2012 | |||||||||||||||
Number of common shares that can be purchased upon exercise of warrant | 1,738,333 | 1,738,333 | |||||||||||||
Aggregate proceeds for stock and warrants issued as a unit (in dollars) | 6,320,000 | ||||||||||||||
Price per share (in dollars per share) | $4 | ||||||||||||||
Price per unit (in dollars per share) | $3 | ||||||||||||||
Units issued (in shares) | 1,105,000 | 633,333 | |||||||||||||
Exercise price of warrants (in dollars per share) | 5.32 | 5.32 | 3 | 3 | |||||||||||
Finder's fees paid | 24,989 | 96,500 | |||||||||||||
Fair value of warrants at issuance for cash (in dollars) | 1,031,281 | ||||||||||||||
Term of warrants | 5 years | 8 years | |||||||||||||
Number of private placement financings | 5 | ||||||||||||||
Private placements of units of common stock and warrants to purchase common stock during 2012 | Common stock including additional paid in capital | |||||||||||||||
Stock issued for cash (in shares) | 1,738,333 | ||||||||||||||
Underwritten Public Offering 2012 | |||||||||||||||
Aggregate proceeds for stock and warrants issued as a unit (in dollars) | 9,100,000 | ||||||||||||||
Exercise of overallotment option by underwriters (in units) | 172,500 | ||||||||||||||
Price per unit (in dollars per share) | $8 | ||||||||||||||
Units issued (in shares) | 1,150,000 | ||||||||||||||
Number of shares that can be purchased from exercise of each warrant | 1 | ||||||||||||||
Exercise price of warrants (in dollars per share) | 5.32 | ||||||||||||||
Warrants issued for cash (in shares) | 1,414,500 | ||||||||||||||
Number of shares of common stock in each unit | 2 | ||||||||||||||
Number of warrants in each unit | 1 | ||||||||||||||
Term of warrants | 5 years | ||||||||||||||
Amount of underwriting discounts and commissions | 700,000 | ||||||||||||||
Amount of offering expenses | 700,000 | ||||||||||||||
Underwritten Public Offering 2012 | Selling agents | |||||||||||||||
Number of common shares that can be purchased upon exercise of warrant | 92,000 | ||||||||||||||
Exercise price of warrants (in dollars per share) | 7 | ||||||||||||||
Public Offering and Controlled Equity Offering | |||||||||||||||
Gross proceeds from sale of shares | 15,000,000 | ||||||||||||||
Number of shares sold | 2,142,857 | ||||||||||||||
Agent | Public Offering and Controlled Equity Offering | |||||||||||||||
Commission as percentage of gross proceeds | 3.00% | ||||||||||||||
Gross proceeds from sale of shares | 4,200,000 | ||||||||||||||
Number of shares sold | 488,476 | ||||||||||||||
MultiGen Diagnostics, Inc | |||||||||||||||
Common stock issued in connection with an asset purchase agreement (in shares) | 125,000 | ||||||||||||||
Fair value of the shares issued in connection with merger | 187,500 | 187,500 | |||||||||||||
Maximum | |||||||||||||||
Stock split ratio | 0.5 | ||||||||||||||
Maximum | Underwritten Public Offering 2012 | |||||||||||||||
Exercise price of warrants (in dollars per share) | 7 | 7 | |||||||||||||
Maximum | Public Offering and Controlled Equity Offering | |||||||||||||||
Aggregate initial offering price | 150,000,000 | ||||||||||||||
Maximum | Agent | Public Offering and Controlled Equity Offering | |||||||||||||||
Aggregate initial offering price | 30,000,000 | ||||||||||||||
Minimum | |||||||||||||||
Stock split ratio | 0.1667 | ||||||||||||||
Minimum | Underwritten Public Offering 2012 | |||||||||||||||
Exercise price of warrants (in dollars per share) | 5.32 | 5.32 | |||||||||||||
Secured Debt | Loan and Security Agreement | |||||||||||||||
Number of common shares that can be purchased upon exercise of warrant | 85,470 | ||||||||||||||
Value of warrants recorded as debt discount and additional paid in capital | 235,857 | ||||||||||||||
Exercise price of warrants (in dollars per share) | 3.51 | ||||||||||||||
Aggregate principal amount | $15,000,000 | ||||||||||||||
Interest rate (as a percent) | 7.07% | ||||||||||||||
Secured Debt | Loan and Security Agreement | Warrants | |||||||||||||||
Number of common shares that can be purchased upon exercise of warrant | 85,470 | ||||||||||||||
Black Scholes Option Pricing Method | Secured Debt | Loan and Security Agreement | |||||||||||||||
Dividend yield (as a percent) | 0.00% | ||||||||||||||
Risk-free interest rate (as a percent) | 2.53% | ||||||||||||||
Expected volatility (as a percent) | 73.80% | ||||||||||||||
Expected life | 10 years |
Stockholders_Equity_Deficiency2
Stockholders' Equity (Deficiency) (Details 2) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 3 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 31-May-12 | Dec. 31, 2011 | Dec. 31, 2012 | 30-May-12 | |
Number of Warrants | |||||||
Balance of warrants outstanding at the beginning of the period (in shares) | 6,233,483 | 6,985,070 | 3,601,474 | ||||
Granted (in shares) | 85,470 | 50,000 | 3,416,934 | ||||
Exercised (in shares) | -36,666 | -728,488 | -16,667 | ||||
Expired (in shares) | -16,667 | -73,099 | -16,671 | ||||
Balance of warrants outstanding at the end of the period (in shares) | 6,265,620 | 6,233,483 | 6,985,070 | 6,985,070 | |||
Weighted Average Exercise Price Per Share | |||||||
Weighted average exercise price of warrants at the beginning of the period (in dollars per share) | $3.87 | $3.96 | $3.18 | ||||
Granted (in dollars per share) | $3.51 | $8 | $4.88 | ||||
Exercised (in dollars per share) | $3 | $4.99 | $3 | ||||
Expired (in dollars per share) | $10.80 | $4.50 | $3 | ||||
Weighted average exercise price of warrants at the end of the period (in dollars per share) | $3.85 | $3.87 | $3.96 | $3.96 | |||
Warrants, additional disclosures | |||||||
Fair value of warrants issued for services (in dollars) | $198,791 | $142,508 | |||||
Gain (loss) from change in fair value of derivative instruments-warrants | 1,425,850 | -1,084,114 | -6,720,805 | ||||
Underwritten Public Offering 2012 | |||||||
Warrants, additional disclosures | |||||||
Warrants issued for cash (in shares) | 1,414,500 | ||||||
Exercise price of warrants (in dollars per share) | 5.32 | ||||||
Term of warrants | 5 years | ||||||
Minimum | |||||||
Term | |||||||
Balance of warrants outstanding at the beginning of the period | 1 year | 1 year | 1 year | 1 year | |||
Balance of warrants outstanding at the end of the period | 1 year | 1 year | 1 year | 1 year | |||
Minimum | Underwritten Public Offering 2012 | |||||||
Warrants, additional disclosures | |||||||
Exercise price of warrants (in dollars per share) | 5.32 | ||||||
Maximum | |||||||
Term | |||||||
Balance of warrants outstanding at the beginning of the period | 4 years | 5 years | 6 years | 8 years | |||
Balance of warrants outstanding at the end of the period | 4 years | 5 years | 6 years | 8 years | |||
Maximum | Underwritten Public Offering 2012 | |||||||
Warrants, additional disclosures | |||||||
Exercise price of warrants (in dollars per share) | 7 | ||||||
Price protected warrants | |||||||
Warrants, additional disclosures | |||||||
Term of warrants | 5 years | ||||||
Number of price protected units issued (in shares) | 713,784 | 1,288,650 | |||||
Exercise price of price protected unit's warrants (in dollars per share) | 3 | 5.32 | |||||
Service Agreement | |||||||
Warrants, additional disclosures | |||||||
Number of shares that can be purchased from exercise of warrants | 50,000 | ||||||
Exercise price of warrants (in dollars per share) | 8 | ||||||
Term of warrants | 3 years | ||||||
Fair value of warrants issued for services (in dollars) | $198,791 | ||||||
Expected volatility (as a percent) | 97.00% | ||||||
Risk-free interest rate (as a percent) | 0.42% | ||||||
Dividend yield (as a percent) | 0.00% |
Stockholders_Equity_Deficiency3
Stockholders' Equity (Deficiency) (Details 3) (USD $) | 12 Months Ended | 3 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 17, 2007 | Jul. 13, 2006 | Mar. 17, 2006 | 31-May-12 | |
Fair value of equity securities at issuance for cash (in dollars) | $3,599,831 | |||||||
Fair value of warrants issued for services (in dollars) | 198,791 | 142,508 | ||||||
Accrued dividend during the period | 23,015 | 29,840 | 38,240 | |||||
Stated Value per share (in dollars per share) | $0.00 | $0.00 | ||||||
Number of shares outstanding | 60,600 | 60,600 | ||||||
Warrants | Selling agents | ||||||||
Exercise price (in dollars per share) | 5.32 | 5.32 | 3 | |||||
Term of warrants | 5 years | |||||||
Additional Paid-in Capital | ||||||||
Fair value of equity securities at issuance for cash (in dollars) | 3,599,759 | |||||||
Fair value of warrants issued for services (in dollars) | 198,791 | 142,508 | ||||||
Deficit Accumulated | ||||||||
Accrued dividend during the period | 23,015 | 29,840 | 38,240 | |||||
Series A Convertible Preferred Stock | ||||||||
Share price for 20 consecutive trading days for automatic conversion | $25.80 | |||||||
Cumulative dividend rate (as a percent) | 4.00% | |||||||
Accrued cumulative unpaid preferred stock dividends | 244,055 | 221,040 | ||||||
Accrued dividend during the period | $23,015 | $29,840 | $38,240 | |||||
Stated Value per share (in dollars per share) | $10 | |||||||
Conversion price per share (in dollars per share) | $9.60 | $2.15 | ||||||
Period during which the conversion price is subject to adjustment for dilutive issuances | 12 months | |||||||
Number of consecutive trading days in which the closing price of the entity's common stock must equal or exceed a specified price in order for the preferred stock to be automatically converted | 20 days | |||||||
Number of common stock shares traded per day during the 20 trading days for the preferred stock to be automatically converted | 8,333 | |||||||
Number of trading days in which the specified volume of common stock must be traded for the preferred stock to be automatically converted | 20 days | |||||||
Number of shares converted | 35,000 | |||||||
Number of common shares issued upon conversion | 36,458 | |||||||
Number of shares outstanding | 60,600 | 60,600 | 95,600 | 95,600 |
Stock_Option_Plan_Details
Stock Option Plan (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2013 | Sep. 17, 2014 | Jul. 18, 2013 | Jul. 17, 2013 | |
Stock Options | |||||||
Total stock based compensation expense | $2,070,194 | $1,979,364 | $532,140 | ||||
2014 EIP | |||||||
Stock Options | |||||||
Number of authorized shares under the plan | 2,500,000 | ||||||
Number of remaining shares available for issuance | 1,371,832 | ||||||
Stock options | |||||||
Stock Options | |||||||
Number of unvested options terminated (in shares) | 784,111 | 516,018 | 9,357 | ||||
Number of shares of common stock granted | 1,410,038 | 1,144,760 | 1,294,668 | ||||
Stock options | 2004 Plan | |||||||
Stock Options | |||||||
Expiration term of options | 10 years | ||||||
Number of authorized shares under the plan | 6,000,000 | 3,666,667 | |||||
Number of remaining shares available for issuance | 1,788,921 | ||||||
Number of options issued over the authorized number of options in the Plan | 260,000 | ||||||
Option overage liability | 23,024 | ||||||
Stock options | Minimum | 2004 Plan | |||||||
Stock Options | |||||||
Vesting period of options | 3 years | ||||||
Stock options | Maximum | 2004 Plan | |||||||
Stock Options | |||||||
Vesting period of options | 4 years | ||||||
Board of Directors | Stock options | 2004 Plan | |||||||
Stock Options | |||||||
Number of shares of common stock granted | 90,000 | ||||||
Fair value of option granted | $500,000 |
Stock_Option_Plan_Details_2
Stock Option Plan (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock-based compensation expense | |||
Total stock based compensation expense | $2,070,194 | $1,979,364 | $532,140 |
Research and Development Expense | |||
Stock-based compensation expense | |||
Total stock based compensation expense | 796,008 | 549,465 | 136,148 |
General and Administrative Expense. | |||
Stock-based compensation expense | |||
Total stock based compensation expense | $1,274,186 | $1,429,899 | $395,992 |
Stock_Option_Plan_Details_3
Stock Option Plan (Details 3) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Weighted Average Exercise Price Per Share | ||||
Exercised (in dollars per share) | $3 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | ||||
Tax benefits recognized | $0 | |||
Stock options | ||||
Weighted-average assumptions | ||||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | |
Expected term | 5 years | 5 years | 5 years | |
Weighted average grant date fair value (in dollars per share) | $2.19 | $4.54 | $2.12 | |
Unrecognized compensation cost | ||||
Unrecognized compensation cost | 4,862,030 | 3,733,753 | ||
Weighted-average remaining vesting period for recognition | 3 years | 6 years 8 months 12 days | ||
Number of Options | ||||
Balance outstanding at the beginning of the period (in shares) | 4,287,545 | 3,711,303 | 2,426,192 | |
Granted (in shares) | 1,410,038 | 1,144,760 | 1,294,668 | |
Exercised (in shares) | -52,500 | -200 | ||
Forfeited (in shares) | -784,111 | -516,018 | -9,357 | |
Balance outstanding at the end of the period (in shares) | 4,913,472 | 4,287,545 | 3,711,303 | 2,426,192 |
Vested and exercisable at the end of the period (in shares) | 2,434,124 | |||
Weighted Average Exercise Price Per Share | ||||
Balance outstanding at the beginning of the period (in dollars per share) | $5.18 | $4.69 | $5.22 | |
Granted (in dollars per share) | $4.42 | $6.33 | $3.74 | |
Exercised (in dollars per share) | $4.30 | $3 | ||
Forfeited (in dollars per share) | $7.08 | $4.35 | $3 | |
Balance outstanding at the end of the period (in dollars per share) | $4.66 | $5.18 | $4.69 | $5.22 |
Vested and exercisable at the end of the period (in dollars per share) | $4.65 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | ||||
Options Exercised, Instrinsic Value | 275,492 | 670 | ||
Options Outstanding, Intrinsic Value | 2,808,083 | 5,896,329 | 8,301,484 | |
Vested and Exercisable at the end of the period, Intrinsic Value | $1,990,187 | |||
Options Outstanding, Weighted Average Contractual Life | 7 years 7 months 6 days | 6 years 8 months 12 days | 6 years 3 months 18 days | 6 years 8 months 12 days |
Vested and Exercisable, Weighted Average Contractual Life | 6 years 2 months 12 days | |||
Stock options | Minimum | ||||
Weighted-average assumptions | ||||
Risk-free interest rate (as a percent) | 1.42% | 0.74% | 0.62% | |
Expected volatility (as a percent) | 81.00% | 82.00% | 90.00% | |
Stock price (in dollars per share) | $3 | $5.53 | $0.50 | |
Stock options | Maximum | ||||
Weighted-average assumptions | ||||
Risk-free interest rate (as a percent) | 2.10% | 1.50% | 1.04% | |
Expected volatility (as a percent) | 86.00% | 100.00% | 97.00% | |
Stock price (in dollars per share) | $6.74 | $8.15 | $4.87 |
Derivative_Financial_Instrumen2
Derivative Financial Instruments - Warrants (Details) (USD $) | 12 Months Ended | 5 Months Ended | 3 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 31-May-12 | Dec. 31, 2012 | |
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 | 6,985,070 | 3,601,474 | 3,601,474 | ||
Expired (in shares) | -16,667 | -73,099 | -16,671 | |||
Balance of warrants outstanding at the end of the period (in shares) | 6,265,620 | 6,233,483 | 6,985,070 | 6,985,070 | ||
Balance of derivative financial instruments liability at the beginning of the period | $4,431,871 | |||||
Reclassification of derivative liability to equity | -5,417,871 | -3,317,463 | ||||
Change in fair value of warrants during the period recognized as a gain in the condensed consolidated statement of operations | -1,425,850 | 1,084,114 | 6,720,805 | |||
Balance of derivative financial instruments liability at the end of the period | 3,006,021 | 4,431,871 | ||||
Derivative Liability For Issued Units | ||||||
Changes in the Company's derivative financial instruments liability balance | ||||||
Balance of derivative financial instruments liability at the end of the period | 1,171,463 | 1,171,463 | 1,171,463 | |||
Binomial Option Pricing Method | Change in Fair value of Derivative Liability For Previously Outstanding Price Protected Units | ||||||
Changes in the Company's derivative financial instruments liability balance | ||||||
Balance of derivative financial instruments liability at the beginning of the period | 1,341,405 | |||||
Reclassification of derivative liability to equity | -5,417,871 | |||||
Change in fair value of warrants during the period recognized as a gain in the condensed consolidated statement of operations | 2,905,003 | |||||
Balance of derivative financial instruments liability at the end of the period | -1,171,463 | |||||
Warrants | ||||||
Changes in the Company's derivative financial instruments liability balance | ||||||
Weighted average remaining contractual life | 3 years 7 months 6 days | 4 years | ||||
Warrants | Black Scholes Option Pricing Method | ||||||
Range of assumptions used to determine the fair value of warrants | ||||||
Expected warrant term | 4 years | |||||
Risk-free interest rate (as a percent) | 1.38% | |||||
Expected volatility (as a percent) | 86.40% | |||||
Dividend yield (as a percent) | 0.00% | 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 | 1,087,060 | 1,103,727 | 1,103,727 | ||
Expired (in shares) | -73,099 | -16,667 | ||||
Balance of warrants outstanding at the end of the period (in shares) | 1,013,961 | 1,013,961 | 1,087,060 | 1,103,727 | 1,087,060 | |
Balance of derivative financial instruments liability at the beginning of the period | 4,431,871 | 6,252,760 | 994,627 | 994,627 | ||
Change in fair value of warrants during the period recognized as a gain in the condensed consolidated statement of operations | -1,425,850 | -1,820,889 | 5,258,133 | |||
Balance of derivative financial instruments liability at the end of the period | 3,006,021 | 4,431,871 | 6,252,760 | 994,627 | 6,252,760 | |
Warrants | Black Scholes Option Pricing Method | Minimum | ||||||
Range of assumptions used to determine the fair value of warrants | ||||||
Estimated fair value of Trovagene common stock (in dollars per share) | $3 | $5.74 | $0.02 | |||
Expected warrant term | 1 month | 10 months | ||||
Risk-free interest rate (as a percent) | 0.03% | 0.06% | ||||
Expected volatility (as a percent) | 82.00% | 90.00% | ||||
Warrants | Black Scholes Option Pricing Method | Maximum | ||||||
Range of assumptions used to determine the fair value of warrants | ||||||
Estimated fair value of Trovagene common stock (in dollars per share) | $6.74 | $7.18 | $5.93 | |||
Expected warrant term | 5 years 9 months 18 days | 6 years | ||||
Risk-free interest rate (as a percent) | 1.75% | 1.54% | ||||
Expected volatility (as a percent) | 100.00% | 97.00% | ||||
Warrants | Binomial Option Pricing Method | ||||||
Range of assumptions used to determine the fair value of warrants | ||||||
Number of price protected units issued (in shares) | 1,288,650 | |||||
Changes in the Company's derivative financial instruments liability balance | ||||||
Balance of derivative financial instruments liability at the beginning of the period | 2,512,868 | |||||
Reclassification of derivative liability to equity | -5,417,871 | |||||
Change in fair value of warrants during the period recognized as a gain in the condensed consolidated statement of operations | 2,905,003 | |||||
Balance of derivative financial instruments liability at the end of the period | 2,512,868 | 2,512,868 | ||||
Number of Price Protected Units at the beginning of the period (in shares) | 1,288,650 | |||||
Reclassification of derivative liability to equity (in shares) | -1,288,650 | |||||
Number of Price Protected Units at the end of the period (in shares) | 1,288,650 | 1,288,650 | ||||
Warrants | Binomial Option Pricing Method | Minimum | ||||||
Range of assumptions used to determine the fair value of warrants | ||||||
Expected warrant term | 2 years | |||||
Risk-free interest rate (as a percent) | 0.53% | |||||
Expected volatility (as a percent) | 90.00% | |||||
Expected fair value of the stock (in dollars per share) | $0.25 | |||||
Warrants | Binomial Option Pricing Method | Maximum | ||||||
Range of assumptions used to determine the fair value of warrants | ||||||
Expected warrant term | 6 years 9 months | |||||
Risk-free interest rate (as a percent) | 1.61% | |||||
Expected volatility (as a percent) | 97.00% | |||||
Expected fair value of the stock (in dollars per share) | $3.21 | |||||
Warrants with Exercise Price of 3.00 per share | Binomial Option Pricing Method | ||||||
Range of assumptions used to determine the fair value of warrants | ||||||
Number of price protected units issued (in shares) | 713,784 | 1,048,175 | ||||
Offer price per unit (in dollars per share) | $3 | |||||
Period of price protection clause per unit | 30 months | 30 months | ||||
Period of price protection clause per unit pertaining to subsequent financings | 1 year | 1 year | ||||
Minimum amount of financing needed to trigger per unit price protection clause | 5,000,000 | 5,000,000 | ||||
Exercise price of price protected unit's warrants (in dollars per share) | 3 | 3 | ||||
Changes in the Company's derivative financial instruments liability balance | ||||||
Reclassification of derivative liability to equity (in shares) | -713,784 | -1,048,175 | ||||
Warrants with Exercise Price of 5.32 per share | Binomial Option Pricing Method | ||||||
Range of assumptions used to determine the fair value of warrants | ||||||
Number of price protected units issued (in shares) | 1,288,650 | |||||
Offer price per unit (in dollars per share) | $4 | |||||
Period of price protection clause per unit | 48 months | |||||
Period of price protection clause per unit pertaining to subsequent financings | 1 year | |||||
Minimum amount of financing needed to trigger per unit price protection clause | $10,000,000 | |||||
Exercise price of price protected unit's warrants (in dollars per share) | 5.32 | |||||
Expiration term of price protected unit's warrants | 5 years | |||||
Changes in the Company's derivative financial instruments liability balance | ||||||
Reclassification of derivative liability to equity (in shares) | -1,288,650 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Liabilities: | ||
Derivative liabilities related to warrants | $3,006,021 | $4,431,871 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | ||
Assets: | ||
Money market fund | 27,123,587 | 25,703,330 |
Total Assets | 27,123,587 | 25,703,330 |
Recurring basis | Significant Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Derivative liabilities related to warrants | 3,006,021 | 4,431,871 |
Total Liabilities | 3,006,021 | 4,431,871 |
Recurring basis | Total | ||
Assets: | ||
Money market fund | 27,123,587 | 25,703,330 |
Total Assets | 27,123,587 | 25,703,330 |
Liabilities: | ||
Derivative liabilities related to warrants | 3,006,021 | 4,431,871 |
Total Liabilities | $3,006,021 | $4,431,871 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2013 | |
Reconciliation of the beginning and ending balances | |||
Balance at the beginning of the period | $4,431,871 | ||
Correction of error | -274,967 | ||
Unrealized gain | -1,425,850 | ||
Balance at the end of the period | 3,006,021 | ||
Warrants | |||
Reconciliation of the beginning and ending balances | |||
Balance at the beginning of the period | 8,765,628 | ||
Fair Value of Warrants Reclassified to Additional Paid in Capital | -5,417,871 | ||
Unrealized gain | 1,084,114 | ||
Balance at the end of the period | $4,431,871 |
Debt_Details
Debt (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
item | |||
Debt | |||
Amount borrowed included in current liabilities | $1,898,548 | $198,166 | |
Amount borrowed, long-term liabilities | 13,053,117 | 322,998 | |
Value of warrants recorded as debt discount and additional paid in capital | 235,857 | ||
Amount borrowed | 15,000,000 | ||
Future maturities of long-term debt | |||
2015 | 1,898,548 | ||
2016 | 4,790,628 | ||
2017 | 5,140,519 | ||
2018 | 3,170,305 | ||
Loan and Security Agreement | Secured Debt | |||
Debt | |||
Amount borrowed included in current liabilities | 1,898,548 | ||
Amount borrowed, long-term liabilities | 13,053,117 | ||
Interest expenses recorded | 843,260 | ||
Face value of term loan | 15,000,000 | ||
Number of banks, with which agreement is entered | 2 | ||
Interest rate (as a percent) | 7.07% | ||
Number of common shares that can be purchased upon exercise of warrant | 85,470 | ||
Exercise price of warrants (in dollars per share) | 3.51 | ||
Exercisable term | 10 years | ||
Value of warrants recorded as debt discount and additional paid in capital | 235,857 | ||
Amortized portion of final fee upon repayment | 1,050,000 | ||
Accrued interest | $191,682 | ||
Loan and Security Agreement | Secured Debt | Minimum | |||
Debt | |||
Pre-payment fees (as a percent) | 1.00% | ||
Loan and Security Agreement | Secured Debt | Maximum | |||
Debt | |||
Pre-payment fees (as a percent) | 3.00% |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Federal | |
Operating loss carryforwards (NOLs) | |
NOLs | $49.30 |
California | |
Operating loss carryforwards (NOLs) | |
NOLs | 29.9 |
New Jersey | |
Operating loss carryforwards (NOLs) | |
NOLs | $11.50 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |
Tax computed at the federal statutory rate | ($4,871,000) |
State tax, net of federal tax benefit | -891,000 |
Permanent Items | -320,000 |
Valuation allowance increase (decrease) | 6,081,000 |
Other | 1,000 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |
Tax computed at the federal statutory rate (as a percent) | 35.00% |
State tax, net of federal tax benefit (as a percent) | 6.00% |
Permanent Items (as a Percent) | 2.00% |
Valuation allowance increase (decrease) | -43.00% |
Provision for income taxes (as a percent) | 0.00% |
R&D credits | Federal | |
Tax credit carryforwards | |
Tax credits | $698,000 |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred tax assets | ||
Tax loss carryforwards | $19,010,900 | $14,211,400 |
R&D credits and other tax credits | 698,000 | 235,300 |
Share based compensation | 2,193,900 | 1,547,500 |
Other | 420,800 | 230,400 |
Total deferred tax assets | 22,323,600 | 16,224,600 |
Valuation allowance | -22,323,600 | -16,224,600 |
Statutory rate (as a percent) | 35.00% | |
Actual income tax rate (as a percent) | 0.00% | |
Amount of valuation allowances increased | 6,099,000 | 4,398,700 |
Interest and/or penalties incurred | $0 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2014 | Aug. 31, 2013 | Oct. 31, 2014 | |
Commitments and contingencies | |||||||
Research and development expense | $6,664,906 | $3,947,589 | $1,920,298 | ||||
License and Services Revenue | 10,000 | 125,000 | |||||
Research and Development Agreements | MDACC | |||||||
Commitments and contingencies | |||||||
Amount committed to be paid | 266,000 | ||||||
Research and development expense | 142,000 | 124,000 | |||||
Research and Development Agreements | Illumina | |||||||
Commitments and contingencies | |||||||
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 | ||||||
Research and Development Agreements | USC | |||||||
Commitments and contingencies | |||||||
Amount committed to be paid | 232,000 | ||||||
Research and development expense | 38,000 | ||||||
Research and Development Agreements | USOR | |||||||
Commitments and contingencies | |||||||
Amount committed to be paid | 270,000 | ||||||
Research and development expense | 16,000 | 29,000 | |||||
Research and Development Agreements | Genomac International, Ltd | |||||||
Commitments and contingencies | |||||||
Amount committed to be paid | 175,000 | ||||||
Research and development expense | $90,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||||||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2010 | 31-May-06 | Aug. 31, 2007 | Oct. 31, 2007 | Aug. 31, 2008 | Dec. 31, 2008 | Jun. 30, 2010 | Feb. 28, 2011 | Dec. 31, 2011 | Jul. 31, 2011 | Oct. 31, 2011 | Dec. 31, 2011 | Sep. 30, 2012 | Nov. 30, 2012 | Dec. 31, 2012 | Jan. 31, 2011 | |
License and Sublicense Agreements | |||||||||||||||||||||||||||
Value of warrant issued using Black Scholes model | $198,791 | $142,508 | |||||||||||||||||||||||||
Royalty, milestone and license fee revenues | 56,000 | 57,000 | 56,000 | 111,000 | 47,000 | 44,000 | 49,000 | 119,000 | 280,178 | 259,246 | 450,404 | ||||||||||||||||
License Agreement with Drs Falini and Mecucci [Member] | |||||||||||||||||||||||||||
License and Sublicense Agreements | |||||||||||||||||||||||||||
Amount paid | 70,000 | ||||||||||||||||||||||||||
Royalty as percentage of royalty revenues | 6.00% | ||||||||||||||||||||||||||
Royalty as a percentage of sublicense income | 10.00% | ||||||||||||||||||||||||||
Revenue and license fee expense | 23,000 | 30,000 | 24,000 | ||||||||||||||||||||||||
Sub License Agreement with IPSOGEN SAS [Member] | |||||||||||||||||||||||||||
License and Sublicense Agreements | |||||||||||||||||||||||||||
Amount paid | 120,000 | ||||||||||||||||||||||||||
Revenue and license fee expense | 0 | 0 | 0 | ||||||||||||||||||||||||
Royalty, milestone and license fee revenues | 60,000 | 60,000 | 180,000 | ||||||||||||||||||||||||
Sub License Agreement with ASURAGEN Inc [Member] | |||||||||||||||||||||||||||
License and Sublicense Agreements | |||||||||||||||||||||||||||
Amount paid | 120,000 | ||||||||||||||||||||||||||
Revenue and license fee expense | 0 | 0 | 0 | ||||||||||||||||||||||||
Royalty, milestone and license fee revenues | 50,000 | 50,000 | 50,000 | ||||||||||||||||||||||||
Sub License Agreement with Lab Corp [Member] | |||||||||||||||||||||||||||
License and Sublicense Agreements | |||||||||||||||||||||||||||
Amount paid | 20,000 | ||||||||||||||||||||||||||
Revenue and license fee expense | 0 | 0 | 0 | ||||||||||||||||||||||||
Royalty, milestone and license fee revenues | 28,000 | 20,000 | 5,000 | ||||||||||||||||||||||||
Sub License Agreement with in Vivo Scribe Technologies Inc [Member] | |||||||||||||||||||||||||||
License and Sublicense Agreements | |||||||||||||||||||||||||||
Amount paid | 10,000 | ||||||||||||||||||||||||||
Revenue and license fee expense | 0 | 0 | 0 | ||||||||||||||||||||||||
Royalty, milestone and license fee revenues | 25,000 | 25,000 | 27,000 | ||||||||||||||||||||||||
Sub License Agreement with Sky line Diagnostics BV [Member] | |||||||||||||||||||||||||||
License and Sublicense Agreements | |||||||||||||||||||||||||||
Amount paid | 10,000 | ||||||||||||||||||||||||||
Revenue and license fee expense | 0 | 0 | 0 | ||||||||||||||||||||||||
Royalty, milestone and license fee revenues | 0 | 0 | 0 | ||||||||||||||||||||||||
Asset Purchase Agreement with TTFactor S.r.l [ Member] | |||||||||||||||||||||||||||
License and Sublicense Agreements | |||||||||||||||||||||||||||
Revenue and license fee expense | 0 | 0 | 0 | ||||||||||||||||||||||||
Royalty, milestone and license fee revenues | 0 | 0 | 0 | ||||||||||||||||||||||||
Assets purchase agreement, consideration | 10,000 | ||||||||||||||||||||||||||
Sub License Agreement with MLL Munchner Leukamielabor [Member] | |||||||||||||||||||||||||||
License and Sublicense Agreements | |||||||||||||||||||||||||||
Amount paid | 20,000 | ||||||||||||||||||||||||||
Royalty, milestone and license fee revenues | 81,000 | 85,000 | 71,000 | ||||||||||||||||||||||||
Annual minimum royalty for first year | 15,000 | ||||||||||||||||||||||||||
Annual minimum royalty after first year | 20,000 | ||||||||||||||||||||||||||
Sub License Agreement with Fairview Health Services [Member] | |||||||||||||||||||||||||||
License and Sublicense Agreements | |||||||||||||||||||||||||||
Amount paid | 10,000 | ||||||||||||||||||||||||||
Royalty, milestone and license fee revenues | 2,000 | 1,000 | 2,000 | ||||||||||||||||||||||||
Annual minimum royalty | 1,000 | ||||||||||||||||||||||||||
Exclusive License Agreement for Patent Rights with Gaidano Foa and Rossi [Member] | |||||||||||||||||||||||||||
License and Sublicense Agreements | |||||||||||||||||||||||||||
Amount paid | 1,000 | ||||||||||||||||||||||||||
Revenue and license fee expense | 0 | 0 | 0 | ||||||||||||||||||||||||
Exclusive License Agreement for Patent Rights with Columbia University [Member] | |||||||||||||||||||||||||||
License and Sublicense Agreements | |||||||||||||||||||||||||||
Amount paid | 1,000 | ||||||||||||||||||||||||||
Revenue and license fee expense | 0 | 0 | 0 | ||||||||||||||||||||||||
Sub License Agreement with Quest Diagnostics [Member] | |||||||||||||||||||||||||||
License and Sublicense Agreements | |||||||||||||||||||||||||||
Amount paid | 20,000 | ||||||||||||||||||||||||||
Royalty, milestone and license fee revenues | 26,000 | 14,000 | 20,000 | ||||||||||||||||||||||||
Collaboration and License Agreement with Strand Life Sciences [Member] | |||||||||||||||||||||||||||
License and Sublicense Agreements | |||||||||||||||||||||||||||
Royalty, milestone and license fee revenues | 0 | 0 | 0 | ||||||||||||||||||||||||
Sub License Agreement with Duke University and Duke University Health Systems [Member] | |||||||||||||||||||||||||||
License and Sublicense Agreements | |||||||||||||||||||||||||||
Amount paid | 5,000 | ||||||||||||||||||||||||||
Royalty, milestone and license fee revenues | 1,000 | 0 | 5,000 | ||||||||||||||||||||||||
Sub License Agreement with Genoptix Inc [Member] | |||||||||||||||||||||||||||
License and Sublicense Agreements | |||||||||||||||||||||||||||
Amount paid | 100,000 | ||||||||||||||||||||||||||
Royalty, milestone and license fee revenues | $30,000 | $10,000 | $100,000 |
Commitments_and_Contingencies_3
Commitments and Contingencies (Details 3) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Executive Agreement with Antonius Schuh [Member] | |
Employment and Consulting Agreements | |
Period by which agreement is renewed automatically at the end of each term | 1 year |
Realization bonus eligibility, number of consecutive trading days | 90 days |
Amount of realization bonus payable either in cash or registered common stock or a combination thereof | $3,466,466 |
Period of base compensation which would be received as severance payment, if termination occurs within 10 months | 3 months |
Period within which if termination occurs, employee will be eligible for severance payment equal to 3 months of base compensation | 10 months |
Period of base compensation which would be received as severance payment, if termination occurs after 10 months | 6 months |
Period within which if termination occurs, employee will be eligible for severance payment equal to 6 months of base compensation | 10 months |
Period of base compensation received as severance payment if termination occurs due to change in control | 12 months |
Exercise period after termination due to change in control | 6 months |
Executive Agreement with Antonius Schuh [Member] | Enterprise Value Dollar 7.50 Per Share [Member] | |
Employment and Consulting Agreements | |
Realization bonus calculation, enterprise value per share (in dollars per share) | $7.50 |
Percentage by which enterprise value is multiplied for determining realization bonus | 4.00% |
Executive Agreement with Antonius Schuh [Member] | Enterprise Value Dollar 14.40 Per Share [Member] | |
Employment and Consulting Agreements | |
Realization bonus calculation, enterprise value per share (in dollars per share) | $14.40 |
Percentage by which incremental enterprise value is multiplied for determining realization bonus | 2.50% |
Executive Agreement with Antonius Schuh [Member] | Enterprise Value Dollar 22.80 Per Share [Member] | |
Employment and Consulting Agreements | |
Realization bonus calculation, enterprise value per share (in dollars per share) | $22.80 |
Percentage by which incremental enterprise value is multiplied for determining realization bonus | 2.00% |
Executive Agreement with Antonius Schuh [Member] | Enterprise Value Dollar 30.00 Per Share [Member] | |
Employment and Consulting Agreements | |
Realization bonus calculation, enterprise value per share (in dollars per share) | $30 |
Percentage by which incremental enterprise value is multiplied for determining realization bonus | 1.50% |
Executive Agreement with Antonius Schuh [Member] | Minimum | |
Employment and Consulting Agreements | |
Realization bonus eligibility, market price of common stock (in dollars per share) | $7.50 |
Realization bonus eligibility, amount of daily trading volume of common stock | $125,000 |
Executive Agreement with Steve Zaniboni [Member] | |
Employment and Consulting Agreements | |
Period of base compensation which would be received as severance payment, if termination occurs within 10 months | 3 months |
Period within which if termination occurs, employee will be eligible for severance payment equal to 3 months of base compensation | 10 months |
Period of base compensation which would be received as severance payment, if termination occurs after 10 months | 6 months |
Period within which if termination occurs, employee will be eligible for severance payment equal to 6 months of base compensation | 10 months |
Period of base compensation received as severance payment if termination occurs due to change in control | 12 months |
Exercise period after termination due to change in control | 6 months |
Commitments_and_Contingencies_4
Commitments and Contingencies (Details 4) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Lease Agreements | |||
Rent expense | $315,000 | $294,000 | $270,000 |
Total annual commitments under current lease agreements | |||
2015 | 360,775 | ||
2016 | 371,324 | ||
2017 | 381,026 | ||
2018 | 6,380 | ||
Total | $1,119,505 |
Employee_Benefit_Plan_Details
Employee Benefit Plan (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Defined Contribution Plan | |
Threshold age to be eligible to make catch-up contributions to the plan per IRS code | 55 years |
Selected_Quarterly_Financial_D2
Selected Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Selected Quarterly Financial Data (Unaudited) | |||||||||||
Revenues | $56,000 | $57,000 | $56,000 | $111,000 | $47,000 | $44,000 | $49,000 | $119,000 | $280,178 | $259,246 | $450,404 |
Cost of Revenues | 15,441 | ||||||||||
Operating expenses | 4,560,000 | 3,997,000 | 3,297,000 | 3,371,000 | 2,897,000 | 3,121,000 | 2,423,000 | 2,509,000 | 15,225,337 | 10,949,787 | 5,299,560 |
Net loss and comprehensive loss attributable to common stockholders | ($4,689,000) | ($5,382,000) | ($1,079,000) | ($3,198,000) | ($1,038,000) | ($4,407,000) | ($5,279,000) | ($1,117,000) | ($14,348,499) | ($11,840,778) | ($11,604,201) |
Net loss per common share - basic | ($0.25) | ($0.28) | ($0.06) | ($0.17) | ($0.05) | ($0.25) | ($0.34) | ($0.07) | ($0.76) | ($0.70) | ($0.89) |
Net loss per common share - diluted | ($0.25) | ($0.28) | ($0.17) | ($0.17) | ($0.05) | ($0.25) | ($0.34) | ($0.07) | ($0.88) | ($0.70) | ($0.89) |
Shares used in the calculation of net loss attributable to common stockholders - basic | 18,904,280 | 18,902,783 | 18,902,783 | 18,902,783 | 18,900,781 | 17,870,703 | 15,583,957 | 15,510,340 | 18,904,280 | 16,978,212 | 13,066,600 |
Shares used in the calculation of net loss attributable to common stockholders - diluted | 19,071,112 | 18,902,783 | 19,232,760 | 18,902,783 | 18,900,781 | 17,870,703 | 15,583,957 | 15,510,340 | 19,071,112 | 16,978,212 | 13,066,600 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Feb. 11, 2015 | Jan. 31, 2015 | |
Subsequent Events | ||||
Proceeds of sale of common stock, net of expenses | $18,829,644 | $15,323,548 | ||
Subsequent Event [Member] | Public Offering and Controlled Equity Offering | Common Stock | Underwritten Public Offering 2015 | ||||
Subsequent Events | ||||
Shares of common stock sold | 5,111,110 | |||
Price per share (in dollars per share) | $4.50 | |||
Proceeds of sale of common stock, net of expenses | 21,300,000 | |||
Subsequent Event [Member] | Consulting Agreement With Dr Adams | ||||
Subsequent Events | ||||
Term of agreement | 1 year | |||
Monthly fee for consultant's services | $9,500 |