Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2018 | |
Document And Entity Information [Abstract] | |
Document Type | S-1/A |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2018 |
Trading Symbol | TROV |
Entity Registrant Name | Trovagene, Inc. |
Entity Central Index Key | 1,213,037 |
Entity Filer Category | Smaller Reporting Company |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash and cash equivalents | $ 6,657,158 | $ 8,225,764 | $ 13,915,094 |
Short-term investments | 0 | 23,978,022 | |
Accounts receivable and unbilled receivable | 114,343 | 77,095 | 100,460 |
Prepaid expenses and other current assets | 1,068,144 | 1,165,828 | 956,616 |
Total current assets | 7,839,645 | 9,468,687 | 38,950,192 |
Property and equipment, net | 2,223,597 | 2,426,312 | 3,826,915 |
Other assets | 345,277 | 389,942 | 1,173,304 |
Total Assets | 10,408,519 | 12,284,941 | 43,950,411 |
Current liabilities: | |||
Accounts payable | 651,671 | 825,244 | 1,130,536 |
Accrued expenses | 1,685,178 | 1,454,587 | 4,021,365 |
Deferred rent | 341,924 | 334,424 | 285,246 |
Current portion of long-term debt | 1,174,989 | 1,331,515 | 2,360,109 |
Total current liabilities | 3,853,762 | 3,945,770 | 7,797,256 |
Long-term debt, less current portion | 0 | 14,176,359 | |
Derivative financial instruments-warrants | 779,076 | 649,387 | 834,940 |
Deferred rent, net of current portion | 1,096,591 | 1,183,677 | 1,373,717 |
Total Liabilities | 5,729,429 | 5,778,834 | 24,182,272 |
Commitments and contingencies | |||
Stockholders' equity | |||
Preferred stock | 60 | 60 | 60 |
Common stock | 5,883 | 5,279 | 3,070 |
Additional paid-in capital | 182,401,648 | 179,546,954 | 167,890,984 |
Accumulated other comprehensive loss | 0 | (10,773) | |
Accumulated deficit | (177,728,501) | (173,046,186) | (148,115,202) |
Total Stockholders' Equity | 4,679,090 | 6,506,107 | 19,768,139 |
Total Liabilities and Stockholders' Equity | $ 10,408,519 | $ 12,284,941 | $ 43,950,411 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 | 20,000,000 |
Preferred stock, shares outstanding (in shares) | 60,600 | 60,600 | 60,600 |
Series A Convertible Preferred Stock, liquidation preference | $ 606,000 | $ 606,000 | $ 606,000 |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 4,902,747 | 4,399,299 | 2,558,066 |
Common stock, shares outstanding (in shares) | 4,902,747 | 4,399,299 | 2,558,066 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||||
Royalties | $ 49,055 | $ 65,826 | $ 285,444 | $ 258,062 |
Diagnostic services | 40,002 | 28,862 | 196,111 | 86,137 |
Clinical research | 11,079 | 350 | 23,849 | 36,873 |
Total revenues | 100,136 | 95,038 | 505,404 | 381,072 |
Costs and expenses: | ||||
Cost of revenues | 366,344 | 616,426 | 1,811,424 | 1,730,512 |
Research and development | 1,883,838 | 4,279,830 | 7,882,650 | 15,006,642 |
Selling and marketing | 2,735,410 | 11,523,144 | ||
Selling, general and administrative | 2,504,977 | 3,604,624 | ||
General and administrative | 11,497,466 | 11,475,947 | ||
Restructuring charges | 0 | 1,719,804 | 2,174,251 | 790,438 |
Total operating expenses | 4,755,159 | 10,220,684 | 26,101,201 | 40,526,683 |
Loss from operations | (4,655,023) | (10,125,646) | (25,595,797) | (40,145,611) |
Interest income | 147,883 | 298,829 | ||
Net interest expense | (2,465) | (429,397) | ||
Interest expense | (1,033,939) | (1,674,341) | ||
Other income (loss), net | 1,000 | 0 | (170,138) | (144,733) |
Loss on extinguishment of debt | (1,655,825) | 0 | ||
(Loss) gain from change in fair value of derivative financial instruments-warrants | (129,689) | 555,506 | 3,401,072 | 2,462,137 |
Net loss | (4,786,177) | (9,999,537) | (24,906,744) | (39,203,719) |
Preferred stock dividend | (6,060) | (6,060) | (24,240) | (24,240) |
Net loss attributable to common stockholders | $ (4,792,237) | $ (10,005,597) | $ (24,930,984) | $ (39,227,959) |
Net loss per common share - basic (in USD per share) | $ (1.04) | $ (3.88) | $ (8.63) | $ (15.60) |
Net loss per common share - diluted (in USD per share) | $ (1.04) | $ (3.88) | $ (8.63) | $ (15.55) |
Weighted-average shares outstanding - basic (in shares) | 4,613,704 | 2,580,085 | 2,890,031 | 2,514,570 |
Weighted-average shares outstanding - diluted (in shares) | 4,613,704 | 2,580,085 | 2,890,031 | 2,523,439 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (4,786,177) | $ (9,999,537) | $ (24,906,744) | $ (39,203,719) |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||||
Foreign currency translation loss or reversal of previous loss | 0 | (2,399) | 1,708 | (1,708) |
Unrealized gain or reversal of previous loss on securities available-for-sale | 0 | (454) | 9,065 | (9,065) |
Total other comprehensive loss | 0 | (2,853) | 10,773 | (10,773) |
Total comprehensive loss | (4,786,177) | (10,002,390) | (24,895,971) | (39,214,492) |
Preferred stock dividend | (6,060) | (6,060) | (24,240) | (24,240) |
Comprehensive loss attributable to common stockholders | $ (4,792,237) | $ (10,008,450) | $ (24,920,211) | $ (39,238,732) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Total | Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated other comprehensive loss | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2015 | 60,600 | 2,478,134 | ||||
Balance at Dec. 31, 2015 | $ 48,701,289 | $ 60 | $ 2,974 | $ 157,585,498 | $ 0 | $ (108,887,243) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sale of common stock, net of expenses (in shares) | 35,151 | |||||
Sale of common stock, net of expenses | 2,285,415 | $ 42 | 2,285,373 | |||
Stock-based compensation | 7,504,316 | 7,504,316 | ||||
Issuance of warrant in connection with debt agreement | 148,885 | 148,885 | ||||
Issuance of common stock upon net exercise of stock option (in shares) | 28,444 | |||||
Issuance of common stock upon net exercise of stock options | $ 34 | (34) | ||||
Issuance of common stock upon exercise of stock options (in shares) | 8,200 | |||||
Issuance of common stock upon exercise of stock options | 366,966 | $ 10 | 366,956 | |||
Issuance of common stock upon net exercise of warrant (in shares) | 221 | |||||
Issuance of common stock upon exercise of warrants | 0 | $ 0 | 0 | |||
Issuance of common stock upon releases of restricted stock units (in shares) | 7,916 | |||||
Issuance of common stock upon vesting of restricted stock units | $ 10 | (10) | ||||
Reversal of previous loss from foreign currency translation | (1,708) | (1,708) | ||||
Reversal of previous loss on securities available-for-sale | (9,065) | (9,065) | ||||
Preferred stock dividend | (24,240) | (24,240) | ||||
Net loss | (39,203,719) | (39,203,719) | ||||
Balance (in shares) at Dec. 31, 2016 | 60,600 | 2,558,066 | ||||
Balance at Dec. 31, 2016 | 19,768,139 | $ 60 | $ 3,070 | 167,890,984 | (10,773) | (148,115,202) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sale of common stock, net of expenses (in shares) | 1,748,076 | |||||
Sale of common stock, net of expenses | 10,861,113 | $ 2,097 | 10,859,016 | |||
Stock-based compensation | 4,012,585 | 4,012,585 | ||||
Derivative liability-fair value of warrants issued | (3,215,519) | (3,215,519) | ||||
Issuance of common stock upon releases of restricted stock units (in shares) | 31,041 | |||||
Issuance of common stock upon vesting of restricted stock units | $ 37 | (37) | ||||
Issuance of common stock upon vesting of restricted stock awards (in shares) | 62,116 | |||||
Issuance of common stock upon vesting of restricted stock awards | $ 75 | (75) | ||||
Reversal of previous loss from foreign currency translation | 1,708 | 1,708 | ||||
Reversal of previous loss on securities available-for-sale | 9,065 | 9,065 | ||||
Preferred stock dividend | (24,240) | (24,240) | ||||
Net loss | (24,906,744) | (24,906,744) | ||||
Balance (in shares) at Dec. 31, 2017 | 60,600 | 4,399,299 | ||||
Balance at Dec. 31, 2017 | 6,506,107 | $ 60 | $ 5,279 | 179,546,954 | $ 0 | (173,046,186) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Sale of common stock, net of expenses (in shares) | 503,448 | |||||
Stock-based compensation | 1,406,131 | 1,406,131 | ||||
Issuance of common stock upon exercise of warrants (in share) | 428,056 | |||||
Issuance of common stock upon exercise of warrants | 1,449,167 | |||||
Stock Issued During Period Value Warrants Exercised | $ 514 | 1,448,653 | ||||
Issuance of common stock upon releases of restricted stock units (in shares) | 75,392 | |||||
Issuance of common stock upon vesting of restricted stock units | $ 90 | (90) | ||||
Reversal of previous loss from foreign currency translation | 0 | |||||
Reversal of previous loss on securities available-for-sale | 0 | |||||
Preferred stock dividend | (6,060) | (6,060) | ||||
Cumulative adjustment upon adoption of ASC 606 | 109,922 | 109,922 | ||||
Net loss | (4,786,177) | (4,786,177) | ||||
Balance (in shares) at Mar. 31, 2018 | 60,600 | 4,902,747 | ||||
Balance at Mar. 31, 2018 | $ 4,679,090 | $ 60 | $ 5,883 | $ 182,401,648 | $ (177,728,501) |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | ||||
Net loss | $ (4,786,177) | $ (9,999,537) | $ (24,906,744) | $ (39,203,719) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Loss on disposal of assets | 455,051 | 577,314 | ||
Impairment loss | 0 | 485,000 | 589,700 | 0 |
Depreciation and amortization | 252,480 | 330,968 | 1,247,576 | 1,069,547 |
Stock based compensation expense | 1,406,131 | 920,799 | 4,012,585 | 7,504,316 |
Loss on extinguishment of debt | 1,655,825 | 0 | ||
Accretion of final fee premium | 0 | 125,012 | 293,614 | 390,548 |
Amortization of discount on debt | 0 | 68,223 | 113,780 | 173,803 |
Net realized loss on short-term investments | 6,400 | 0 | ||
Amortization of premiums on short-term investments | 0 | 10,877 | 9,230 | 107,261 |
Deferred rent | (79,586) | (66,119) | (140,863) | (201,037) |
Interest income accrued on short-term investments | 0 | 151,583 | (90,330) | (84,182) |
Change in fair value of derivative financial instruments-warrants | 129,689 | (555,506) | (3,401,072) | (2,462,137) |
Changes in operating assets and liabilities: | ||||
Increase in other assets | 0 | (789,739) | ||
(Increase) decrease in accounts receivable and unbilled receivable | 72,674 | 20,112 | 23,365 | (1,724) |
Decrease (increase) in prepaid expenses and other current assets | 97,684 | 110,957 | (208,185) | (277,327) |
Increase (decrease) in accounts payable and accrued expenses | 50,958 | (360,577) | (2,940,999) | 2,157,221 |
Net cash used in operating activities | (2,856,147) | (8,758,208) | (23,281,067) | (31,039,855) |
Investing activities: | ||||
Capital expenditures, net | (5,100) | (11,452) | (101,101) | (823,483) |
Proceeds from disposals of capital equipment | 1,540 | 0 | ||
Maturities of short-term investments | 0 | 14,000,000 | 16,431,837 | 13,750,000 |
Purchases of short-term investments | 0 | (8,804,604) | (8,804,604) | (37,760,166) |
Sales of short-term investments | 16,434,553 | 0 | ||
Net cash (used in) provided by investing activities | (5,100) | 5,183,944 | 23,962,225 | (24,833,649) |
Financing activities: | ||||
Proceeds from sale of common stock and warrants | 11,727,153 | 2,364,801 | ||
Proceeds from exercise of warrants | 1,449,167 | 0 | ||
Payments of stock issuance costs | (866,039) | (79,386) | ||
Proceeds from exercise of options | 0 | 366,966 | ||
Borrowings under equipment line of credit | 0 | 792,251 | ||
Repayments of equipment line of credit | (156,526) | (156,526) | (626,104) | (52,175) |
Proceeds from borrowings under long-term debt, net of costs | 0 | 7,805,085 | ||
Payment upon debt extinguishment | (1,613,067) | 0 | ||
Repayments of long-term debt | (15,000,000) | (8,896,166) | ||
Net cash provided by (used in) financing activities | 1,292,641 | (156,526) | (6,378,057) | 2,301,376 |
Effect of exchange rate changes on cash and cash equivalents | 0 | (844) | 7,569 | (5,825) |
Net change in cash and equivalents | (1,568,606) | (3,731,634) | (5,689,330) | (53,577,953) |
Cash and cash equivalents-Beginning of period | 8,225,764 | 13,915,094 | 13,915,094 | 67,493,047 |
Cash and cash equivalents-End of period | 6,657,158 | 10,183,460 | 8,225,764 | 13,915,094 |
Supplementary disclosure of cash flow activity: | ||||
Cash paid for taxes | 800 | 4,560 | ||
Cash paid for interest | 16,417 | 300,040 | 668,465 | 1,103,677 |
Supplemental disclosure of non-cash investing and financing activities: | ||||
Warrants issued in connection with long-term debt | 0 | 148,885 | ||
Preferred stock dividends accrued | $ 6,060 | $ 6,060 | 24,240 | 24,240 |
Leasehold improvements paid for by lessor | $ 0 | $ 1,860,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Basis of Presentation | 1. Organization and Basis of Presentation Business Organization and Overview Trovagene, Inc. (“Trovagene” or the “Company”) headquartered in San Diego, California, is a clinical-stage, oncology therapeutics company. The Company’s primary focus is to develop oncology therapeutics for the treatment of hematologic and solid tumor cancers for improved cancer care, utilizing its proprietary technology in tumor genomics. Trovagene’s lead drug candidate, PCM-075, PCM-075 ® ® ® Non-Hodgkin PCM-075 50 PCM-075 Investigational New Drugs PCM-075, PCM-075 standard-of-care PCM-075 ® Trovagene’s intellectual property and proprietary technology enables the Company to analyze circulating tumor DNA (“ctDNA”) and clinically actionable markers to identify patients most likely to respond to specific cancer therapies. The Company plans to continue to vertically integrate its tumor genomics technology with the development of targeted cancer therapeutics. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of Trovagene, which include all accounts of its wholly owned subsidiary, Trovagene, Srl (dissolved in October 2017), 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. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”) related to a quarterly report on Form 10-Q. Form 10-K The Company made a reverse split of its common stock, $0.0001 par value, at a ratio of 1 for 12, effective June 1, 2018. All share and per share information in the unaudited condensed consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the reverse stock split for all periods presented. Liquidity Trovagene’s condensed consolidated financial statements as of March 31, 2018 have been prepared under the assumption that Trovagene will continue as a going concern, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. The Company has incurred net losses since its inception and has negative operating cash flows. Considering the Company’s current cash resources, management believes the Company’s existing resources will be sufficient to fund the Company’s planned operations through July 2018. On April 6, 2018, the Company paid off the outstanding Loan and Security Agreement (“Equipment Line of Credit”) entered in November 2015 to Silicon Valley Bank (“SVB”). Based on its current business plan and assumptions, the Company expects to continue to incur significant losses and require significant additional capital to further advance its clinical trial programs and support its other operations. The Company has based its cash sufficiency estimates on its current business plan and its assumptions that may prove to be wrong. The Company could utilize its available capital resources sooner than it currently expects, and it could need additional funding to sustain its operations even sooner than currently anticipated. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. For the foreseeable future, the Company’s ability to continue its operations is dependent upon its ability to obtain additional capital. 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. 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, all of which would have a material adverse impact on the Company’s operations. The Company may also be required to: • Seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; and • Relinquish licenses or otherwise dispose of rights to technologies, product candidates or products that the Company would otherwise seek to develop or commercialize themselves, on unfavorable terms. The Company is evaluating all options to raise additional capital as well as reduce costs, in an effort to strengthen its liquidity position, which may include the following: • Raising capital through public and private equity offerings; • Introducing operation and business development initiatives to bring in new revenue streams; • Reducing operating costs by identifying internal synergies; and • Engaging in strategic partnerships. As of April 30, 2018, the Company has received approximately $1.6 million upon exercise of 473,473 warrants in connection with the December 2017 public offering. The Company continually assesses its spending plans to effectively and efficiently address its liquidity needs. NASDAQ Notice On September 5, 2017, the Company received a written notice from the NASDAQ Stock Market LLC (“NASDAQ”) that it was not in compliance with NASDAQ Listing Rule 5550(a)(2) for continued listing on the NASDAQ Capital Market, as the minimum bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until March 5, 2018, to regain compliance with the minimum bid price requirement. On March 6, 2018, the NASDAQ Capital Market informed the Company that it is eligible for an additional 180 calendar day period until September 4, 2018 to regain compliance with the minimum $1.00 bid price per share requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for at least ten consecutive business days during this 180 calendar day period. | 1. Business Overview and Going Concerns Business Organization and Overview Trovagene, Inc. (“Trovagene” or the “Company”) headquartered in San Diego, California, is a clinical-stage, precision medicine oncology therapeutics company. The Company’s primary focus is to develop oncology therapeutics for improved cancer care and to optimize drug development by leveraging its proprietary Precision Cancer Monitoring ® Trovagene’s lead drug candidate, PCM-075, PCM-075 ® ® ® PCM-075 PCM-075 Basis of Presentation The accompanying consolidated financial statements of Trovagene, which include its wholly owned subsidiary, Trovagene S.r.l., 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. The Company made a reverse split of its common stock, $0.0001 par value, at a ratio of 1 for 12, effective June 1, 2018. All share and per share information in the consolidated financial statements and the accompanying notes have been retroactively adjusted to reflect the reverse stock split for all periods presented. Going Concern Uncertainty Trovagene’s consolidated financial statements as of December 31, 2017 have been prepared under the assumption that Trovagene will continue as a going concern, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. The Company has incurred net losses since its inception and has negative operating cash flows. Considering the Company’s current cash resources, including the net proceeds received from the offerings of its equity securities in July and December 2017, management believes the Company’s existing resources will be sufficient to fund the Company’s planned operations through June 2018. The Company also received a default letter from Silicon Valley Bank (“SVB”) regarding the Loan and Security Agreement entered in November 2015 which stated that events of default had occurred and SVB will decide in its sole discretion whether or not to exercise rights and remedies. Based on its current business plan and assumptions, the Company expects to continue to incur significant losses and require significant additional capital to further advance its clinical trial programs and support its other operations. The Company has based its cash sufficiency estimates on its current business plan and its assumptions that may prove to be wrong. The Company could utilize its available capital resources sooner than it currently expects, and it could need additional funding to sustain its operations even sooner than currently anticipated. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. For the foreseeable future, the Company’s ability to continue its operations is dependent upon its ability to obtain additional capital. 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, all of which would have a material adverse impact on the Company’s operations. The Company may also be required to: • Seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; and • Relinquish licenses or otherwise dispose of rights to technologies, product candidates or products that the Company would otherwise seek to develop or commercialize themselves, on unfavorable terms. The Company is evaluating the following options to both raise additional capital as well as reduce costs, in an effort to strengthen its liquidity position: • Raising capital through public and private equity offerings; • Adding capital through short-term and long-term borrowings; • Introducing operation and business development initiatives to bring in new revenue streams; • Reducing operating costs by identifying internal synergies; • Engaging in strategic partnerships; and • Taking actions to reduce or delay capital expenditures. As of February 20, 2018, the Company has received approximately $452,000 upon exercise of 151,181 warrants in connection with the December 2017 public offering. The Company continually assesses its spending plans to effectively and efficiently address its liquidity needs. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies During the three months ended March 31, 2018, there have been no changes to the Company’s significant accounting policies as described in its Annual Report on Form 10-K Revenue Recognition The Company recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration it expects to receive from its customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. For sales-based royalties, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Royalty and License Revenues The Company licenses and sublicenses its 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 when the criteria described above have been met as well as the following: • Up-front • Minimum royalties are recognized as earned, and royalties are earned based on the licensee’s use. The Company estimates and records licensee’s sales based on historical usage rate and collectability. Diagnostic Service Revenues Revenue for clinical laboratory tests may come from several sources, including commercial third-party payors, such as insurance companies and health maintenance organizations, government payors, such as Medicare and Medicaid in the United States, patient self-pay Clinical Research Revenue Revenue from clinical research consists of revenue from the sale of urine and blood collection supplies and tests performed under agreements with our clinical research and business development partners. Revenue is recognized when supplies and/or test results are delivered, which is when control of the product is deemed to be transferred. Refer to Note 3 to the condensed consolidated financial statements for further information. Net Loss Per Share Basic and diluted net loss per share is presented in conformity with ASC Topic 260, Earnings per Share The following table sets forth the computation of basic and diluted earnings per share: Three Months 2018 2017 Numerator: Net loss attributable to common shareholders $ (4,792,237 ) $ (10,005,597 ) Adjustment for gain from change in fair value of derivative financial instruments — — — Net loss used for diluted loss per share $ (4,792,237 ) $ (10,005,597 ) Denominator for basic and diluted net loss per share: Weighted-average shares used to compute basic loss per share 4,613,704 2,580,085 Adjustments to reflect assumed exercise of warrants — — Weighted-average shares used to compute diluted net loss per share 4,613,704 2,580,085 Net loss per share attributable to common stockholders: Basic $ (1.04 ) $ (3.88 ) Diluted $ (1.04 ) $ (3.88 ) The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their effect was anti-dilutive: March 31, 2018 2017 Options to purchase Common Stock 632,359 390,586 Warrants to purchase Common Stock 1,534,905 458,826 Restricted Stock Units 30,800 81,416 Series A Convertible Preferred Stock 5,261 5,261 2,203,325 936,089 Change in Accounting Principle In August 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, Classification of Certain Cash Receipts and Cash Payments 2016-15”), 2016-15 2016-15 2016-15 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers 2014-09”). 2014-09 Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases right-of-use | 2. Summary of Significant Accounting Policies 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 and money market accounts as of December 31, 2017 and operating, money market accounts and commercial paper as of December 31, 2016 on deposit. 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. Short-Term Investments Short-term investments consist of corporate debt securities, U.S. treasury securities, and commercial paper. The Company classifies its short-term investments as available-for-sale, available-for-sale available-for-sale available-for-sale Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments. The Company maintains deposit accounts at financial institutions that are in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash due to the financial position of the depository institution in which those deposits are held. We limit our exposure to credit loss by generally placing our cash and short-term investments in high credit quality financial institutions and investment in fixed income instruments denominated and payable in U.S. dollars. Additionally, we have established guidelines regarding diversification of our investments and their maturities, which are designed to maintain principal and maximize liquidity. Revenues Revenue is recognized when persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed or determinable, and collection is reasonably assured. Royalty and License Revenues The Company licenses and sublicenses its 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 when the criteria described above have been met as well as the following: • Up-front • Minimum royalties are recognized as earned, and royalties are earned based on the licensee’s use. The Company is unable to predict licensee’s sales and thus revenue is recognized upon receipt of notification from licensee and payment when collection is assured. Notification is generally one quarter in arrears. Diagnostic Service Revenues Revenue for clinical laboratory tests may come from several sources, including commercial third-party payors, such as insurance companies and health maintenance organizations, government payors, such as Medicare and Medicaid in the United States, patient self-pay Clinical Research Services Revenue Revenue from clinical research services consists primarily of revenue from the sale of urine and blood collection supplies under agreements with our clinical research and business development partners. Revenue is recognized when supplies are delivered. 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, 2017 and 2016 the Company had 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 Financial Accounting Standards Board (“FASB”) ASC 815 Derivatives and Hedging Distinguishing Liabilities from Equity The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding the volatility of Trovagene’s common stock price, the remaining life of the warrants, and the 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 FASB ASC Topic 820, Fair Value Measurements — Stock-Based Compensation FASB ASC Topic 718 “ Compensation—Stock Compensation non-employee non-employees non-employees 505-50 Equity-Based Payment to Non-Employees , non-employees Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, debt and derivative liabilities. The Company has adopted ASC 820 for financial assets and liabilities that are required to be measured at fair value and non-financial In accordance with FASB ASC Subtopic 820-10, • 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. Long-Lived Assets Long-lived assets consist of property and equipment and finite-lived intangible assets. The Company records property and equipment at cost, and records other intangible assets based on their fair values at the date of acquisition. Depreciation on property and equipment is calculated using the straight-line method over the estimate useful life of five years for laboratory equipment and three to five years for furniture and office equipment. Amortization of leasehold improvements is computed based on the shorter of the life of the asset or the term of the lease. Amortization of intangible assets is calculated using the straight line method over the estimate useful life of the assets, based on when the Company expect to receive cash inflows generated by the intangible assets. Impairment losses on long-lived assets used in operations are recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. During the year ended December 31, 2017, the Company recorded $104,700 of impairment loss on long-lived intangible assets. No impairment losses were recorded on long-lived assets to be held and used during the year ended December 31, 2016. Restructuring Restructuring costs are included in loss from operations in the consolidated statements of operations. The Company has accounted for these costs in accordance with ASC Topic 420, Exit or Disposal Cost Obligations One-time Income Taxes Income taxes are 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, stockholder lawsuits, product and environmental liability, and tax matters. In accordance with FASB ASC Topic 450, Accounting for Contingencies 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. However, the revenue on diagnostic services is recognized on a cash collection basis resulting in costs incurred before the collection of related revenue. Research and Development Research and development expenses, which include expenditures in connection with an in-house in-process 730-10-55-2, Research and Development. While certain of the Company’s research and development costs may have future benefits, the Company’s 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. FASB ASC Topic 730, Research and Development non-refundable Net Loss Per Share Basic and diluted net loss per share is presented in conformity with FASB ASC Topic 260, Earnings per Share December 31, 2017 2016 Options to purchase Common Stock 374,207 460,719 Warrants to purchase Common stock 1,962,960 378,218 Restricted Stock Units 106,192 22,667 Series A Convertible Preferred Stock 5,261 5,261 2,448,620 866,865 The following table summarizes the Company’s diluted net loss per share: December 31, 2017 2016 Numerator: Net loss attributable to common stockholders $ (24,930,984 ) $ (39,227,959 ) Adjustment for gain from change in fair value of derivative financial instruments—warrants — (2,321,053 ) Net loss used for diluted loss per share $ (24,930,984 ) $ (41,549,012 ) Denominator: Weighted-average shares used to compute basic net loss per share 2,890,031 2,514,570 Adjustments to reflect assumed exercise of warrants — 8,869 Weighted-average shares used to compute diluted net loss per share 2,890,031 2,523,439 Net loss per share attributable to common stockholders: Basic $ (8.63 ) $ (15.60 ) Diluted $ (8.63 ) $ (15.55 ) Change in Accounting Principle In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting 2016-09”), 2016-09, 2016-09 2016-09 Recent Accounting Pronouncements In August 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, Classification of Certain Cash Receipts and Cash 2016-15”), 2016-15 2016-15 In February 2016, the FASB issued ASU 2016-02, Leases right-of-use In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers 2014-09”). 2014-09 Currently, the Company does not have any significant contracts with customers given its stage of development. The Company has derived its revenues primarily from a limited number of royalty, license and diagnostic service agreements. The consideration the Company is eligible to receive under these agreements includes upfront license payments, milestone payments and royalties. Each of these agreements has unique terms that have been evaluated separately under the new standards. The new standards differ from the current accounting standard in many respects, such as in the accounting for variable consideration, including milestone payments. For example, the Company currently recognizes milestone revenue using the milestone method specified in ASC 605-28, year-end |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplementary Balance Sheet Information | 3. Supplementary Balance Sheet Information Short-term Investments As of December 31, 2017, all short-term investments have been sold to satisfy the Company’s outstanding obligations under the Loan and Security Agreement dated as of June 30, 2014 upon demanding repayment by the lenders. The following table sets forth the composition of short-term investments as of December 31, 2016. Unrealized Maturity in Years Cost Gains Losses Fair Value Corporate debt securities Less than 1 year $ 14,165,915 $ 44 $ (5,273 ) $ 14,160,686 Commercial paper Less than 1 year 1,195,444 — — 1,195,444 U.S. treasury securities Less than 1 year 8,625,728 330 (4,166 ) 8,621,892 Total investment $ 23,987,087 $ 374 $ (9,439 ) $ 23,978,022 Property and Equipment Fixed assets consist of laboratory, testing and computer equipment and fixtures stated at cost. Depreciation and amortization expense for property and equipment for the years ended December 31, 2017 and 2016 was $1,053,913 and $969,833, respectively. Property and equipment consisted of the following: As of December 31, 2017 2016 Furniture and office equipment $ 1,076,709 $ 1,144,741 Leasehold improvements 1,994,514 1,994,514 Laboratory equipment 1,426,581 2,449,645 4,497,804 5,588,900 Less—accumulated depreciation and amortization (2,071,492 ) (1,761,985 ) Property and equipment, net $ 2,426,312 $ 3,826,915 Accrued Liabilities Accrued liabilities consisted of the following: As of December 31, 2017 2016 Accrued compensation $ 618,128 $ 2,203,876 Accrued research agreements 135,139 736,199 Accrued professional fees — 421,314 Other accrued liabilities 701,320 659,976 Total accrued liabilities $ 1,454,587 $ 4,021,365 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity | 8. Stockholders’ Equity Common Stock During the three months ended March 31, 2018, the Company issued a total of 503,448 shares of Common Stock. 428,056 shares were issued upon exercise of warrants for a weighted-average price of $3.36. In addition, 75,392 shares were issued upon vesting of restricted stock units (“RSU”). Stock Options Stock-based compensation expense related to Trovagene equity awards have been recognized in operating results as follow: Three Months Ended 2018 2017 Included in research and development expense $ 395,709 $ 372,200 Included in cost of revenue 39,631 26,156 Included in selling, general and administrative expense 970,791 601,309 Benefit from restructuring — (78,866 ) Total stock-based compensation expense $ 1,406,131 $ 920,799 The unrecognized compensation cost related to non-vested 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 weighted-average assumptions during the following periods indicated: Three Months Ended 2018 2017 (1) Risk-free interest rate 2.43 % — % Dividend yield 0 % 0 % Expected volatility 90.28 % — % Expected term 5.2 years 0 (1) No options granted during the three months ended March 31, 2017. A summary of stock option activity and changes in stock options outstanding is presented below: Total Options Weighted-Average Exercise Price Per Share Intrinsic Value Balance outstanding, December 31, 2017 374,207 $ 48.48 $ — Granted 261,069 $ 3.60 Canceled / Forfeited (2,917 ) $ 69.84 Balance outstanding, March 31, 2018 632,359 $ 29.88 $ 154,135 Exercisable at March 31, 2018 429,686 $ 32.52 $ 109,892 On June 13, 2017, the number of authorized shares in the Trovagene 2014 Equity Incentive Plan (“2014 EIP”) was increased from 625,000 to 791,667. As of March 31, 2018 there were 28,247 shares available for issuance under the 2014 EIP. Restricted Stock Units There were no RSU granted during the three months ended March 31, 2018. The weighted-average grant date fair value of the RSU $2.05 per share during the three months ended March 31, 2017. A summary of the RSU activity is presented below: Number Weighted-Average Grant Date Fair Value Per Share Intrinsic Non-vested 106,192 $ 17.16 $ 391,848 Vested (75,392 ) $ 14.16 $ 266,461 Non-vested 30,800 $ 24.60 $ 129,064 At March 31, 2018 and 2017, total unrecognized compensation costs related to non-vested Warrants A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications is presented below: Total Warrants (1) Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (1) Balance outstanding, December 31, 2017 1,936,572 $ 11.40 4.4 Exercised (401,667 ) $ 3.60 Balance outstanding, March 31, 2018 1,534,905 $ 13.32 4.0 (1) Excluded the pre-funded pre-warrants | 4. Stockholders’ Equity Common Stock During the year ended December 31, 2016, the Company issued a total of 79,932 shares of common stock. The Company received gross proceeds of approximately $2.4 million from the sale of 35,151 shares of its common stock at a weighted-average price of $67.32 under the agreement with the Agent. In addition, 8,200 shares were issued upon exercise of options for a weighted-average price of $44.76, 28,444 shares were issued upon net exercise of 103,073 options at a weighted average exercise price of $45.72, 221 shares were issued upon net exercise of 695 warrants at a weighted-average exercise price of $36.00, and 7,916 shares were issued upon vesting of restricted stock units. During the year ended December 31, 2017, the Company issued a total of 1,841,233 shares of common stock. The Company received gross proceeds of approximately $11.6 million from the sale of 1,739,569 shares of its common stock and 1,663,358 share of warrants and pre-funded Warrants A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications, is presented below: Number of Warrants (1) Weighted- Exercise Price Per Share (1) Weighted-Average Balance outstanding, December 31, 2015 461,104 $ 46.32 2.5 Granted 2,583 $ 58.08 Exercised (695 ) $ 36.00 Expired (4,167 ) $ 96.00 Balance outstanding, December 31, 2016 458,825 $ 45.96 1.6 Granted 1,636,969 $ 6.72 Expired (159,223 ) $ 63.84 Balance outstanding, December 31, 2017 1,936,571 $ 11.40 4.4 (1) Excluded the pre-funded pre-warrants The Company issued warrants to purchase 2,583 shares of common stock at an exercise price of $58.08 per share during the year ended December 31, 2016. The warrants were issued in connection with the fifth amendment to the $15.0 million debt agreement. The estimated fair value of the warrants was determined on the date of grant using the Black-Scholes option valuation model using the following assumptions: a risk-free interest rate of 1.59%, dividend yield of 0%, expected volatility of 130.66% and expected term of ten years. The resulting fair value of $148,885 was recorded as a debt discount and was amortized to interest expense over the new term of the loan using the effective interest method. In June 2017, Company received a Notice of Event of Default from the lenders which stated that Events of Default had occurred and all of the obligation under the Agreement were immediately due and payable. Upon termination of the Agreement, unamortized debt discount was recorded as loss on debt extinguishment. In connection with a direct registered offering occurred in July 2017, the Company issued warrants to purchase 386,969 shares of common stock at an exercise price of $16.92 per share which expire on the five years anniversary of the original issuance date. In December 2017, the Company issued warrants to purchase 1,250,000 shares of common stock at an exercise price of $3.60 per share in a public offering which expire on the five years anniversary of the original issuance date. The Company also issued pre-funded pre-funded Series A Convertible Preferred Stock The material terms of the Series A Convertible Preferred Stock consist of: 1) Dividends. 2) Voting Rights. 3) Liquidation. winding-up 4) Conversion Rights. 5) Subsequent Equity Sales. 6) Automatic Conversion. As of each of December 31, 2017 and 2016, there were 60,600 shares of Series A Convertible Preferred Stock outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 5. Stock-Based Compensation The Trovagene, Inc. 2014 Equity Incentive Plan (the “2014 EIP’), authorizing up to 208,333 shares of common stock for issuance under the 2014 EIP, was approved by the Board in June 2014 and approved by the stockholders of the Company at the September 17, 2014 Annual Meeting of Stockholders. An additional 208,334 shares of common stock was authorized for issuance by the Board in March 2015 and was approved by the stockholders at the June 10, 2015 Annual Meeting of Stockholders. Stockholder approval was obtained on May 17, 2016 to increase the number of authorized shares in the 2014 EIP from 416,667 to 625,000. The adoption of an amendment to the Company’s 2014 EIP to increase the number of shares of common stock reserved for issuance to 791,667 was approved by the stockholders at the June 13, 2017 Annual Meeting of Stockholders. As of December 31, 2017, there were 286,399 shares available for issuance under the 2014 EIP. Stock-based compensation has been recognized in operating results as follows: Years ended December 31, 2017 2016 In cost of revenue $ 83,713 $ 122,301 In research and development expenses 1,026,497 2,420,696 In selling and marketing expense 676,635 2,111,366 In general and administrative expenses 2,350,962 2,910,156 Benefit from restructuring (125,222 ) (60,203 ) Total stock-based compensation $ 4,012,585 $ 7,504,316 Stock Options 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, 2017 2016 Risk-free interest rate 1.82% - 2.03% 0.93% - 1.89% Dividend yield 0% 0% Expected volatility (range) 86% - 117% 80% - 134% Expected volatility (weighted-average) 87% 103% Expected term (in years) 5.3 years 5.5 years Risk-free interest rate Dividend yield Expected volatility Expected term Share-Based Payment “at-the-money”; non-transferable non-hedgeable. Forfeitures 2016-09 The weighted-average fair value per share of all options granted during the years ended December 31, 2017 and 2016, estimated as of the grant date using the Black-Scholes option valuation model, was $6.72 and $43.20 per share, respectively. The unrecognized compensation cost related to non-vested non-vested The total intrinsic value of stock options exercised was $0 and $1,932,799 during the years ended December 31, 2017 and 2016, respectively. The total fair value of shares vested during the years ended December 31, 2017 and 2016 was $3,992,127 and $6,261,655, respectively. A summary of stock option activity and of changes in stock options outstanding is presented below: Number Weighted- Intrinsic Value Weighted- Remaining Contractual Balance outstanding, December 31, 2015 579,053 $ 65.40 $ 5,903,466 7.8 years Granted 270,521 $ 60.24 Exercised (111,273 ) $ 45.72 Forfeited (277,582 ) $ 67.56 Balance outstanding, December 31, 2016 460,719 $ 65.88 $ — 7.7 years Granted 88,271 $ 9.84 Forfeited (173,328 ) $ 74.88 Expired (1,455 ) $ 56.88 Balance outstanding, December 31, 2017 374,207 $ 48.48 $ — 7.1 years Vested and exercisable, December 31, 2017 228,780 $ 55.92 $ — 6.0 years Upon adoption of ASU 2016-09, Restricted Stock Units Under guidance provided by ASC Topic 718 “Compensation—Stock Compensation” A summary of the RSU activity is presented below: Number Weighted Average Grant Date Fair Per Share Intrinsic Non-vested — $ — $ — Granted 33,500 $ 48.72 Vested (7,916 ) $ 51.24 Forfeited (2,917 ) $ 47.88 Non-vested 22,667 $ 47.88 $ 571,200 Granted 187,437 $ 19.08 Vested (31,041 ) $ 41.64 Forfeited (72,871 ) $ 21.00 Non-vested 106,192 $ 17.16 $ 391,848 At December 31, 2017 and 2016, total unrecognized compensation costs related to non-vested Restricted Stock Awards During the year ended December 31, 2017, a total of 62,116 shares of RSA were granted, all of which were vested immediately. The total fair value of vested RSA during the year ended December 31, 2017 was $596,314. The weighted-average grant date fair value of the RSA was $9.60 per share during the year ended December 31, 2017. There were no such awards granted during the year ended December 31, 2016. |
Derivative Financial Instrument
Derivative Financial Instruments - Warrants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
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 815-40”) 480-10, Distinguishing Liabilities from Equity 480-10”), 815-40 480-10, re-measured 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: Three Months Ended March 31, 2018 2017 Estimated fair value of Trovagene common stock 3.72-4.20 13.80-25.20 Expected warrant term 0.8-5.1 years 1.8-2.0 years Risk-free interest rate 1.76-2.54 % 1.20-1.27 % Expected volatility 91-116 % 94-98 % Dividend yield 0 % 0 % Expected volatility is based on historical volatility of Trovagene’s common stock. The warrants have a transferability provision and based on guidance provided in Staff Accounting Bulletin (“SAB”) No. 107, Share-Based Payment , The following table sets forth the components of changes in the Company’s derivative financial instruments — Date Description Number Derivative Instrument Liability December 31, 2017 Balance of derivative financial instruments — 467,577 $ 649,387 Change in fair value of derivative financial instruments — — 129,689 March 31, 2018 Balance of derivative financial instruments — 467,577 $ 779,076 | 6. 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 815-40”) 480-10, Distinguishing Liabilities from Equity 480-10”), 815-40 480-10, re-measured 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: 2017 2016 Estimated fair value of Trovagene common stock $3.72 - $15.12 $25.20 - $55.80 Expected warrant term 1.0 - 5.5 years 2.0 - 2.8 years Risk-free interest rate 1.27% - 2.21% 0.71% - 1.20% Expected volatility 86% - 116% 82% - 94% Dividend yield — % — % Expected volatility is based on the historical volatility of Trovagene’s common stock. The warrants have a transferability provision and based on guidance provided in SAB No. 107 for instruments issued with such a provision, Trovagene used the full contractual term as the expected term of the warrants. The risk-free interest 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 — Date Description Number Derivative Instrument Liability December 31, 2015 Balance of derivative financial instruments — 80,608 $ 3,297,077 Change in fair value of derivative financial instruments — — (2,462,137 ) December 31, 2016 Balance of derivative financial instruments — 80,608 834,940 Issuance of Derivative Financial Instruments 386,969 3,215,519 Change in fair value of derivative financial instruments — — (3,401,072 ) December 31, 2017 Balance of derivative financial instruments — 467,577 $ 649,387 The remaining contractual term of these warrants outstanding at December 31, 2017 and 2016 was approximately 4.4 and 2.0 years, respectively. At December 31, 2017 and 2016, the total fair value of the above warrants accounted for as derivative financial instruments — — |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||
Fair Value Measurements | 4. 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 March 31, 2018 and December 31, 2017: Fair Value Measurements at Quoted Prices (Level 1) Significant (Level 2) Significant (Level 3) Total Assets: Money market fund (1) $ 6,840,505 $ — $ — $ 6,840,505 Total Assets $ 6,840,505 $ — $ — $ 6,840,505 Liabilities: Derivative financial instruments — $ — $ — $ 779,076 $ 779,076 Total Liabilities $ — $ — $ 779,076 $ 779,076 Fair Value Measurements at Quoted Prices (Level 1) Significant (Level 2) Significant (Level 3) Total Assets: Money market fund (1) $ 8,309,964 $ — $ — $ 8,309,964 Total Assets $ 8,309,964 $ — $ — $ 8,309,964 Liabilities: Derivative financial instruments — $ — $ — $ 649,387 $ 649,387 Total Liabilities $ — $ — $ 649,387 $ 649,387 (1) Included as a component of cash and cash equivalents on the accompanying condensed consolidated balance sheets. The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the three months ended March 31, 2018: Description Balance at Realized (gains) or Balance at Derivative financial instruments — $ 649,387 $ 129,689 $ 779,076 The change in the fair value of the “derivative financial instruments—warrants” is recorded as a gain or loss in the Company’s consolidated statement of operations. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, the Company reviews the assets and liabilities that are subject to ASC Topic 815-40 480-10. | 7. 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, 2017 and 2016: Fair Value Measurements at Quoted Prices in Significant Significant Total Assets: Money market fund (1) $ 4,522,631 $ — $ — $ 4,522,631 Total Assets $ 4,522,631 $ — $ — $ 4,522,631 Liabilities: Derivative financial instruments — $ — $ — $ 649,387 $ 649,387 Total Liabilities $ — $ — $ 649,387 $ 649,387 Fair Value Measurements at Quoted Prices in Significant Significant Total Assets: Money market fund (1) $ 12,095,620 $ — $ — $ 12,095,620 Corporate debt securities (2) — 14,160,686 — 14,160,686 Commercial paper (3) — 2,393,948 — 2,393,948 U.S. treasury securities (2) — 8,621,892 — 8,621,892 Total Assets $ 12,095,620 $ 25,176,526 $ — $ 37,272,146 Liabilities: Derivative financial instruments — $ — $ — $ 834,940 $ 834,940 Total Liabilities $ — $ — $ 834,940 $ 834,940 (1) Included as a component of cash and cash equivalents on the accompanying consolidated balance sheet. (2) Included in short-term investments on the accompanying consolidated balance sheet. (3) $1,198,504 of commercial paper was included as a component of cash and cash equivalents, and the rest of amount was included in short-term investments 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, 2017 and 2016: Description Balance at Issuance of Unrealized Balance at Derivative financial instruments — $ 834,940 $ 3,215,519 $ (3,401,072 ) $ 649,387 Description Balance at Unrealized Balance at Derivative financial instruments — $ 3,297,077 $ (2,462,137 ) $ 834,940 The unrealized gains or losses on the derivative financial instruments—warrants are recorded as a change in fair value of derivative financial instruments—warrants in the Company’s consolidated statement of operations. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, the Company reviews the assets and liabilities that are subject to ASC Topic 815-40. |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Debt | 6. Equipment Line of Credit In November 2015, the Company entered into a Loan and Security Agreement (“Equipment Line of Credit”) with SVB that provided for cash borrowings for equipment (“Equipment Advances”) of up to $2.0 million, secured by the equipment financed. Under the terms of the agreement, interest is equal to 1.25% above the Prime Rate. At March 31, 2018, the interest rate was 6.00%. Interest only payments are due on borrowings through November 30, 2016, with both interest and principal payments commencing in December 2016. All unpaid principal and interest on each Equipment Advance will be due on November 1, 2019. The Company has an obligation to make a final payment equal to 7% of total amounts borrowed at the loan maturity date. The Company is also subject to certain affirmative and negative covenants under the Equipment Line of Credit. On June 20, 2017, the Company received a Notice of Event of Default (“Default Letter”) from SVB which stated that Events of Default had occurred and SVB will decide in its sole discretion whether or not to exercise rights and remedies. The Company does not agree that the loan is in Default, but pursuant to the Default Letter from SVB, the Company classified the entire balance of $1,174,989 as a current liability as of March 31, 2018 and also recorded accrued interest at a default rate. The Company recorded $24,236 in interest expense related to the Equipment Line of Credit during the three months ended March 31, 2018. The Company paid off the Equipment Line of Credit on April 6, 2018. Refer to Note 10 to the condensed consolidated financial statements for further information. | 8. Debt Equipment Line of Credit In November 2015, the Company entered into a Loan and Security Agreement (“Equipment Line of Credit”) with Silicon Valley Bank that provided for cash borrowings for equipment (“Equipment Advances”) of up to $2.0 million, secured by the equipment financed. Under the terms of the agreement, interest is equal to 1.25% above the Prime Rate. At December 31, 2017, the interest rate was 5.75%. Interest only payments are due on borrowings through November 30, 2016, with both interest and principal payments commencing in December 2016. Any equipment advances after November 30, 2016 are subject to principal and interest payments immediately over a 36-month On June 20, 2017, the Company received a Notice of Event of Default (“Default Letter”) from SVB which stated that Events of Default had occurred and SVB will decide in its sole discretion whether or not to exercise rights and remedies. Pursuant to the Default Letter, the Company has classified the entire balance of $1,331,515 as a current liability as of December 31, 2017 and also started recording accrued interest at a default rate. The Company recorded $232,765 in interest expense related to the Equipment Line of Credit during the year ended December 31, 2017. The Company is currently working with lender for resolution. Loan and Security Agreement In June 2014, the Company entered into a $15,000,000 loan and security agreement (“Agreement”) with two banks pursuant to which the lenders provided the Company with a term loan, which was funded at closing. In connection with the loan, each of the lenders received a warrant to purchase up to an aggregate of 7,123 shares of the Company’s common stock at an exercise price of $42.12 per share, which such warrants are exercisable for ten years from the date of issuance. On July 20, 2016, the Company signed the 5th Amendment to Loan and Security Agreement (“Amendment”) to refinance its existing term loan. Under the Amendment, the interest rate was adjusted to 3.75% plus the Wall Street Journal Prime Rate (subject to a floor of 7.25%). The Company is required to make interest only payments on the outstanding amount of the loan on a monthly basis through September 1, 2017, after which equal monthly payments of principal and interest are due until the loan maturity date of February 1, 2020. In addition, the lenders received a warrant to purchase an aggregate 2,583 shares of the Company’s common stock at an exercise price of $58.08 per share exercisable for ten years from the date of issuance. As of December 31, 2017, warrants to purchase 6,144 shares of common stock remains outstanding, of which 3,562 of these warrants were in connection with the original Agreement. On June 1, 2017, the Company received a Notice of Event of Default from the lenders which stated that Events of Default had occurred and all of the obligation under the Agreement were immediately due and payable. On June 6, 2017, the lenders took the total pay-off |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes At December 31, 2017, Trovagene had federal net operating loss carryforwards (NOLs) of approximately $130.5 million, which, if not used, expire beginning in 2020. Trovagene also has California NOLs of approximately $72.1 million that will begin to expire in 2029. Trovagene also has research and development tax credits available for federal and California purposes of approximately $2.0 million and $1.1 million, respectively. The federal research and development tax credits will begin to expire on January 31, 2025. The California research and development tax credits are not set to expire. The utilization of these NOLs and research and development tax credits is subject to limitations based on past and future changes in ownership of Trovagene pursuant to Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”). The Company has determined that ownership changes have occurred for purposes of Section 382 and, therefore, the ability of the Company to utilize its NOLs is limited. The provision for income taxes based on losses from continuing operations consists of the following at December 31 (in thousands): Years ended December 31, 2017 2016 Current: State $ 1 $ — Total current provision 1 — Deferred: Federal 9,781 (14,035 ) State 3,171 (2,443 ) Foreign — (114 ) Total deferred expense (benefit) 12,952 (16,592 ) Valuation allowance (12,953 ) 16,592 Total income tax provision $ — $ — Significant components of the Company’s taxes and the rates as of December 31 are shown below (in thousands, except percentages): Years ended December 31, 2017 2016 Tax computed at the federal statutory rate $ (8,591 ) 34 % $ (13,206 ) 34 % State tax, net of federal tax benefit (697 ) 3 % (2,286 ) 6 % Foreign tax — — % (114 ) — % Permanent Items (706 ) 3 % (114 ) — % Tax credits (431 ) 2 % (1,276 ) 3 % Valuation allowance increase (11,029 ) 43 % 16,996 (43 )% Tax rate change 21,454 (85 )% — — % Provision for income taxes $ — — % $ — — % The Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law on December 22, 2017. The TCJA significantly revises the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21%, eliminating certain deductions, imposing a mandatory one-time Significant components of the Company’s deferred tax assets and liabilities from federal and state income taxes as of December 31 are shown below (in thousands): Years ended December 31, 2017 2016 Deferred tax assets: Tax loss carryforwards $ 29,713 $ 41,502 Research and development credits and other tax credits 3,084 2,817 Stock-based compensation 3,565 4,658 Other 945 1,283 Total deferred tax assets 37,307 50,260 Valuation allowance (37,307 ) (50,260 ) Net deferred tax asset $ — $ — 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. Due to the substantial doubt related to Trovagene’s ability to utilize its deferred tax assets, the Company recorded a valuation allowance against the deferred tax. FASB ASC Topic 740-10-30-7, Accounting for Income Taxes |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | 9. Commitments and Contingencies Employment Agreements The Company has longer-term contractual commitments with various employees. Certain employment agreements provide for severance payments. Lease Agreements The Company leases approximately 26,100 square feet of office and laboratory space at a monthly rental rate of approximately $68,000. The lease will expire on December 31, 2021. The Company currently subleases certain office space and records the rental receipt under the subleases as a reduction of its rent expense. License and Service Agreements In March 2017, the Company entered into a license agreement with Nerviano Medical Sciences S.r.l. (“Nerviano”) which granted the Company development and commercialization rights to NMS-1286937, PCM-075. PCM-075 PCM-075 The Company is a party to various agreements under which it licenses technology on an exclusive basis in the field of human diagnostics. License fees are generally calculated as a percentage of product revenues, with rates that vary by agreement. To date, payments have not been material. 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, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in matters may arise from time to time that may harm the Company’s business. As of the date of this report, management believes that there are no claims against the Company, which it believes will result in a material adverse effect on the Company’s business or financial condition. | 10. Commitments and Contingencies License and Service Agreements In March 2017, the Company entered into a license agreement with Nerviano which granted the Company development and commercialization rights to NMS-1286937, PCM-075. PCM-075 PCM-075 The Company is a party to various agreements under which it licenses technology on an exclusive basis in the field of human diagnostics. License fees are generally calculated as a percentage of product revenues, with rates that vary by agreement. To date, payments have not been material. Litigation Trovagene does not believe that the Company has legal liabilities that are probable or reasonably possible that require either accrual or disclosure, except for the following: On March 28, 2016 the Company filed a complaint in the Superior Court of the State of California for the County of San Diego against the Company’s former CEO and CFO, for, among other things, breach of fiduciary duty for failing to present a lucrative corporate opportunity to the Company concerning promising new therapeutics in the field of precision medicine and instead taking that opportunity for their own personal benefit (the “Complaint”). The Complaint asks that these two former executives be required to turn over their interests in these new therapeutics to the Company. The former CEO and CFO filed a cross complaint in the Superior Court of the State of California for the County of San Diego against the Company on May 23, 2016 for, among other things, breach of contract (the “Cross Complaint”, and together with the Complaint, collectively, the “Litigation”). On July 28, 2017, the parties settled the Litigation. The settlement involved mutual releases by all parties involved. The net cost to Trovagene in connection with the settlement is approximately $2.1 million. Of that amount, $975,000 was the net amount paid directly to the former CEO and CFO. From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in matters may arise from time to time that may harm the Company’s business. As of the date of this report, management believes that there are no claims against the Company, which it believes will result in a material adverse effect on the Company’s business or financial condition. Employment Agreements The Company has longer-term contractual commitments with various employees. Certain employment agreements provide for severance payments. Lease Agreements The Company currently leases approximately 26,100 square feet facilities in San Diego under an operating lease that expires on December 31, 2021 at a monthly rental rate of approximately $68,000. The Company leased certain lab and office space in Torino, Italy, of approximately 2,300 square feet at a monthly rental rate of approximately $3,100. The lease was terminated at the end of September 2017. Rent expense for the years ended December 31, 2017 and 2016 was approximately $663,000 and $602,000, respectively. The Company is also a party to various non-cancelable Total annual commitments under non-cancelable Operating Leases Sublease Income Net Operating Leases 2018 $ 881,815 $ (216,504 ) $ 665,311 2019 906,879 (183,124 ) 723,755 2020 931,457 — 931,457 2021 959,401 — 959,401 2022 — — — Thereafter — — — Total $ 3,679,552 $ (399,628 ) $ 3,279,924 Public Offering and Controlled Equity Offering On March 15, 2017, the Company filed a Form 424B5 to amend and supplement the information in the Company’s registration statement and prospectus, dated June 13, 2016, to offer and sell additional shares of the Company’s common stock having an aggregate offering price up to $20,698,357. 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 the Agent. As payment for its services, the Agent is entitled to a 3% commission on gross proceeds. Gross proceeds of $110,000 have been raised in 2017. Database Usage In March 2016 the Company entered into an agreement with an outside vendor to develop an online database for test requisition and test results. Under the agreement, the Company is obligated to pay a fixed development fee, and a usage fee each time an external user completes and submits a test order form to the database. To date, the Company has paid the fixed development fee. Costs incurred in connection with the usage fees were immaterial. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 11. Employee Benefit Plan The Company has a retirement savings plan under Section 401(k) of the Code covering its employees. The plan allows employees to defer, up to the maximum allowed, a percentage of their income on a pre-tax caught-up |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | 12. Restructuring Charges On March 15, 2017, in connection with the addition of precision medicine therapeutics to its business, the Company announced a restructuring plan (the “Restructuring”) which included a reduction in force. As part of this restructuring, the Company elected to dissolve its wholly owned subsidiary, Trovagene Srl, in 2017, resulting in a reversal of foreign currency translation losses. The financial results of the dissolution is represented in the restructuring cost in the December 31, 2017 financial statements. This restructuring has been completed as of December 31, 2017. The Company incurred approximately $2.2 million in restructuring charges, which has been included as a component of operating loss for the year ended December 31, 2017. Restructuring charges include approximately $1.1 million of costs related to termination of employees, which is net of a $125,000 stock-based compensation expense reversal for certain terminated employees. The remaining restructuring charges of approximately $485,000 were related to impairment of capitalized license fees. Of the total restructuring expenses recorded, approximately $262,000 remains to be paid as of December 31, 2017 and is included in accrued liabilities on the Company’s consolidated balance sheet. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions In March 2016, the Company engaged Rutan & Tucker, LLP, a law firm to represent Trovagene, Inc. with respect to various lawsuits. One of the partners from Rutan & Tucker, LLP, is the son of the Company’s Chairman of the Board. The fees for legal services are based on the hourly rates of the individuals performing the legal services. During the year ended December 31, 2017 and 2016, the Company incurred and recorded approximately $650,000 and $537,000 of legal expenses, net of insurance reimbursements, for services performed by Rutan & Tucker, LLP, respectively. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
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, 2017 and 2016: Quarter Ended(1) March 31 June 30 September 30 December 31 (dollars in thousands, except per share data) 2017 Revenues $ 95 $ 102 $ 123 $ 185 Operating expenses $ 10,221 $ 5,990 $ 5,921 $ 3,969 Net loss attributable to common stockholders $ (10,005 ) $ (8,052 ) $ (4,298 ) $ (2,576 ) Net loss per common share - basic $ (3.88 ) $ (3.12 ) $ (1.41 ) $ (0.77 ) Net loss per common share - diluted $ (3.88 ) $ (3.12 ) $ (1.41 ) $ (0.77 ) Shares used in the calculation of net loss attributable to common stockholders - basic 2,580,085 2,582,645 3,038,806 3,348,506 Shares used in the calculation of net loss attributable to common stockholders - diluted 2,580,085 2,582,645 3,038,806 3,348,506 2016 Revenues $ 120 $ 104 $ 89 $ 68 Operating expenses $ 10,579 $ 10,084 $ 10,013 $ 9,850 Net loss attributable to common stockholders $ (10,269 ) $ (10,208 ) $ (10,197 ) $ (8,554 ) Net loss per common share - basic $ (4.14 ) $ (4.09 ) $ (4.03 ) $ (3.35 ) Net loss per common share - diluted $ (4.09 ) $ (4.09 ) $ (4.03 ) $ (3.34 ) Shares used in the calculation of net loss attributable to common stockholders - basic 2,479,599 2,496,504 2,528,315 2,553,287 Shares used in the calculation of net loss attributable to common stockholders - diluted 2,509,032 2,496,504 2,528,315 2,559,329 (1) Basic and diluted net loss per common share are computed independently for each of the periods presented. Accordingly, the sum of the quarterly net loss per common share amount may not agree to the total for the year. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 10. Subsequent Event On April 6, 2018, the Company paid approximately $1,100,000 to SVB. This payment repaid the outstanding Equipment Line of Credit loan in full. On June 1, 2018, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation effecting a 1-for-12 reverse stock split of its issued and outstanding common stock. | 15. Subsequent Events On June 1, 2018, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation effecting a 1-for-12 reverse stock split of its issued and outstanding common stock. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue Financial Statement Impact of Adopting ASC 606 The Company adopted ASC 606 using the modified retrospective method. This resulted in a cumulative adjustment to decrease the Company’s accumulated deficit by $109,922 to reflect the acceleration of revenue recognition related to its sales-based royalties for agreements with customers that were not completed as of January 1, 2018. As a result of applying the modified retrospective method to adopt the new revenue guidance, the Company recorded $109,922 to unbilled receivables under the condensed consolidated balance sheet as of January 1, 2018. Impact of New Revenue Guidance on Financial Statement Line Items The following summarizes the significant changes to the Company’s condensed consolidated balance sheet and condensed consolidated statement of operations for the three months ended March 31, 2018 as a result of the adoption of ASC 606 on January 1, 2018 compared to what would have been recognized under ASC 605: • Total reported assets and equity were $30,667 greater than what would have been reported under ASC 605 as of March 31, 2018. This was due to the acceleration of future minimum customer sales-based royalty revenues under ASC 606 through the potential contract cancellation period. • $77,589 reduction of recorded revenues related to prior periods. Previously under ASC 605, there was a lag of at least one quarter before the Company was notified of customers’ sales-based royalties, and thus royalty revenues in excess of the minimum guaranteed amounts were recognized in arrears. This would have resulted in recording additional royalty revenue in the first quarter of 2018 related to eligible 2017 customer sales. For customers that only report royalty-eligible sales annually, this typically resulted in the recognition of a full year’s worth of royalties in excess of the minimum in the first quarter of the following year. However, ASC 606 requires recognition in the period earned even if amounts are unknown (subject to the constraint that a significant future reversal of this estimated revenue is not probable). Because the modified retrospective approach was applied upon adoption on January 1, 2018, this cumulative difference (amount in arrears) was adjusted to the Company’s accumulated deficit rather than recording this revenue in the first quarter of 2018. • Partially offsetting the reduction above is the $18,326 acceleration of first quarter 2018 sales-based royalty revenue in excess of minimum guaranteed amounts to the extent the amounts are known or can be estimated, and a significant reversal is not probable. The net impact of accounting for revenue under the new guidance increased net loss and net loss per share by $59,263 and $0.012 per basic and diluted share, respectively for the three months ended March 31, 2018. The adoption of ASC 606 had no impact on the Company’s cash flows from operations. The aforementioned impacts resulted in offsetting shifts in cash flows between net loss and changes in working capital balances. Revenue Recognitions The Company has historically derived its revenues from the following sources: (i) royalties from sublicense and patent transfer agreements, (ii) up-front Royalty Revenue Royalties have comprised the majority of the Company’s revenues to date. Its licensing and patent transfer agreements provide for ongoing royalties, generally calculated as a percentage of net revenues related to the licensed or transferred intellectual property (“IP”). In addition, many of its agreements specify a minimum annual royalty amount beginning in the year of the customer’s first related sale. Because minimum royalty amounts are contractually guaranteed, they are considered fixed consideration and allocated to the performance obligations at the stated amounts in the agreements. Sales-based royalties in excess of the minimum amount are considered variable consideration as the amounts are not known until the related customer sales occur, and are therefore excluded from the transaction price. Royalty amounts are reported by customers on a quarterly or annual basis, depending on the agreement, and are typically collected by the Company in the following quarter. Under ASC 606, fixed consideration is recognized as revenue when all performance obligations have been satisfied. For existing licensing and patent transfer agreements, the sole performance obligation was the issuance of the sublicense or the transfer of the patent which occurred at the agreements’ inception. However, as these agreements are generally cancellable by either party with 60-90 60-90 Sales-based royalties in excess of annual minimums are considered variable consideration. Sales-based or usage-based royalty based on an intellectual property license prohibits recognition of the royalty until sales or other activities occur. Historically, there has been a short lag before the Company was notified of a customer’s previous period sales, and thus sales greater than minimum royalties were recognized in arrears as these amounts became known. Under ASC 606 the Company is now required to record an estimate of sales in excess of minimums even if the exact amount is unknown. Given the Company’s relatively low revenues overall and the unpredictable nature of these sales-based royalties, such acceleration under ASC 606 has not been material. A cumulative adjustment of approximately $78,000 was recognized upon adoption as a result of this acceleration. Amounts that have been recognized as revenue but not yet billed to customers are presented as unbilled receivables on the Company’s balance sheet. Up-Front Each of the Company’s licensing agreements contains a non-refundable up-front Milestone Payments from Sublicense and Patent Transfer Agreements A few of the Company’s agreements with customers contain payments related to the achievement of specific milestones. However, as no milestones have been reached under these agreements in several years and the Company does not expect to achieve the remaining milestones under existing agreements, these potential amounts are excluded from the transaction price, and the adoption of ASC 606 had no effect on this revenue stream. The Company will, however, continue to update its assessment in future reporting periods regarding the likelihood of achieving outstanding milestones. Diagnostic Service Revenue This revenue stream is related to the performance of clinical laboratory tests and has come primarily from insurance companies and government payors, such as Medicare and Medicaid in the United States. Some revenue also comes from international private payors. Diagnostic services revenue to date has been recognized on a cash collection basis due to (i) the highly complex insurance and governmental regulations and practices that vary based on state, third party payor, etc., (ii) the Company’s relatively short commercial history with uncollected billings, (iii) the Company’s fairly high percentage of services that are billed and not collected, and (iv) significant lag times between when a sample is processed and when payment is received. While distinct performance obligations and stand-alone selling prices can be identified, we do not believe these agreements meet the criteria for contracts with a customer under ASC 606 because it is not Clinical Research Revenue This revenue stream consists primarily of sales of urine and blood collection supplies and testing services under agreements with distributors and with pharmaceutical companies. These agreements meet the criteria for contracts with a customer, have fixed prices and quantities for goods (supplies) and services (tests), and each good or service represents a distinct performance obligation and has a stand-alone selling price that is independent of other purchases by the customer. Performance obligations are satisfied when goods or services are provided to the customer under ASC 606. Because testing services are very short in duration (less than two weeks) and have relatively low prices and low volumes, related costs are expensed immediately rather than recorded as contract assets, as the results would not differ significantly. Standard payment terms apply to these agreements, and thus there is no financing component nor prepayments that would result in a contract liability. Customers are invoiced and revenue is recognized simultaneously upon shipment or delivery of test results at the stated amounts per the contract, which is consistent with previous guidance. Thus, the adoption of ASC 606 did not affect reported amounts for this revenue stream. Transaction Price Allocated to Future Performance Obligations Licensing and patent transfer agreements may contain three possible revenue sources: up-front |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 5. Property and Equipment Property and equipment consist of the following: As of March 31, As of December 31, Furniture and office equipment $ 1,076,709 $ 1,076,709 Leasehold improvements 1,994,514 1,994,514 Laboratory equipment 1,431,681 1,426,581 4,502,904 4,497,804 Less—accumulated depreciation and amortization (2,279,307 ) (2,071,492 ) Property and equipment, net $ 2,223,597 $ 2,426,312 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
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 and money market accounts as of December 31, 2017 and operating, money market accounts and commercial paper as of December 31, 2016 on deposit. 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. | |
Short-Term Investments | Short-Term Investments Short-term investments consist of corporate debt securities, U.S. treasury securities, and commercial paper. The Company classifies its short-term investments as available-for-sale, available-for-sale available-for-sale available-for-sale | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and short-term investments. The Company maintains deposit accounts at financial institutions that are in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash due to the financial position of the depository institution in which those deposits are held. We limit our exposure to credit loss by generally placing our cash and short-term investments in high credit quality financial institutions and investment in fixed income instruments denominated and payable in U.S. dollars. Additionally, we have established guidelines regarding diversification of our investments and their maturities, which are designed to maintain principal and maximize liquidity. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when control of its products and services is transferred to its customers in an amount that reflects the consideration it expects to receive from its customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. The Company recognizes revenue for satisfied performance obligations only when it determines there are no uncertainties regarding payment terms or transfer of control. For sales-based royalties, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). Royalty and License Revenues The Company licenses and sublicenses its 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 when the criteria described above have been met as well as the following: • Up-front • Minimum royalties are recognized as earned, and royalties are earned based on the licensee’s use. The Company estimates and records licensee’s sales based on historical usage rate and collectability. Diagnostic Service Revenues Revenue for clinical laboratory tests may come from several sources, including commercial third-party payors, such as insurance companies and health maintenance organizations, government payors, such as Medicare and Medicaid in the United States, patient self-pay Clinical Research Revenue Revenue from clinical research consists of revenue from the sale of urine and blood collection supplies and tests performed under agreements with our clinical research and business development partners. Revenue is recognized when supplies and/or test results are delivered, which is when control of the product is deemed to be transferred. | Revenues Revenue is recognized when persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed or determinable, and collection is reasonably assured. Royalty and License Revenues The Company licenses and sublicenses its 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 when the criteria described above have been met as well as the following: • Up-front • Minimum royalties are recognized as earned, and royalties are earned based on the licensee’s use. The Company is unable to predict licensee’s sales and thus revenue is recognized upon receipt of notification from licensee and payment when collection is assured. Notification is generally one quarter in arrears. Diagnostic Service Revenues Revenue for clinical laboratory tests may come from several sources, including commercial third-party payors, such as insurance companies and health maintenance organizations, government payors, such as Medicare and Medicaid in the United States, patient self-pay Clinical Research Services Revenue Revenue from clinical research services consists primarily of revenue from the sale of urine and blood collection supplies under agreements with our clinical research and business development partners. Revenue is recognized when supplies are delivered. |
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, 2017 and 2016 the Company had 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 Financial Accounting Standards Board (“FASB”) ASC 815 Derivatives and Hedging Distinguishing Liabilities from Equity The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding the volatility of Trovagene’s common stock price, the remaining life of the warrants, and the 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 FASB ASC Topic 820, Fair Value Measurements — | |
Stock-Based Compensation | Stock-Based Compensation FASB ASC Topic 718 “ Compensation—Stock Compensation non-employee non-employees non-employees 505-50 Equity-Based Payment to Non-Employees , non-employees | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, debt and derivative liabilities. The Company has adopted ASC 820 for financial assets and liabilities that are required to be measured at fair value and non-financial In accordance with FASB ASC Subtopic 820-10, • 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. | |
Long-Lived Assets | Long-Lived Assets Long-lived assets consist of property and equipment and finite-lived intangible assets. The Company records property and equipment at cost, and records other intangible assets based on their fair values at the date of acquisition. Depreciation on property and equipment is calculated using the straight-line method over the estimate useful life of five years for laboratory equipment and three to five years for furniture and office equipment. Amortization of leasehold improvements is computed based on the shorter of the life of the asset or the term of the lease. Amortization of intangible assets is calculated using the straight line method over the estimate useful life of the assets, based on when the Company expect to receive cash inflows generated by the intangible assets. | |
Impairment Losses on Long-Lived Assets | Impairment losses on long-lived assets used in operations are recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. | |
Restructuring | Restructuring Restructuring costs are included in loss from operations in the consolidated statements of operations. The Company has accounted for these costs in accordance with ASC Topic 420, Exit or Disposal Cost Obligations One-time | |
Income Taxes | Income Taxes Income taxes are 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, stockholder lawsuits, product and environmental liability, and tax matters. In accordance with FASB ASC Topic 450, Accounting for Contingencies | |
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. However, the revenue on diagnostic services is recognized on a cash collection basis resulting in costs incurred before the collection of related revenue. | |
Research and Development | Research and Development Research and development expenses, which include expenditures in connection with an in-house in-process 730-10-55-2, Research and Development. While certain of the Company’s research and development costs may have future benefits, the Company’s 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. FASB ASC Topic 730, Research and Development non-refundable | |
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 | Net Loss Per Share Basic and diluted net loss per share is presented in conformity with FASB ASC Topic 260, Earnings per Share |
Change in Accounting Principle and Recent Accounting Pronouncements | Change in Accounting Principle In August 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, Classification of Certain Cash Receipts and Cash Payments 2016-15”), 2016-15 2016-15 2016-15 In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers 2014-09”). 2014-09 Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases right-of-use | Change in Accounting Principle In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting 2016-09”), 2016-09, 2016-09 2016-09 Recent Accounting Pronouncements In August 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, Classification of Certain Cash Receipts and Cash 2016-15”), 2016-15 2016-15 In February 2016, the FASB issued ASU 2016-02, Leases right-of-use In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers 2014-09”). 2014-09 Currently, the Company does not have any significant contracts with customers given its stage of development. The Company has derived its revenues primarily from a limited number of royalty, license and diagnostic service agreements. The consideration the Company is eligible to receive under these agreements includes upfront license payments, milestone payments and royalties. Each of these agreements has unique terms that have been evaluated separately under the new standards. The new standards differ from the current accounting standard in many respects, such as in the accounting for variable consideration, including milestone payments. For example, the Company currently recognizes milestone revenue using the milestone method specified in ASC 605-28, year-end |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Schedule of Antidilutive Securities Excluded from the Calculation of Basic and Diluted Loss Per Share | The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because their effect was anti-dilutive: March 31, 2018 2017 Options to purchase Common Stock 632,359 390,586 Warrants to purchase Common Stock 1,534,905 458,826 Restricted Stock Units 30,800 81,416 Series A Convertible Preferred Stock 5,261 5,261 2,203,325 936,089 | Shares used in calculating diluted net loss per common share exclude as anti-dilutive the following share equivalents: December 31, 2017 2016 Options to purchase Common Stock 374,207 460,719 Warrants to purchase Common stock 1,962,960 378,218 Restricted Stock Units 106,192 22,667 Series A Convertible Preferred Stock 5,261 5,261 2,448,620 866,865 |
Schedule of Computation of Basic and Diluted Earnings per Share | The following table sets forth the computation of basic and diluted earnings per share: Three Months 2018 2017 Numerator: Net loss attributable to common shareholders $ (4,792,237 ) $ (10,005,597 ) Adjustment for gain from change in fair value of derivative financial instruments — — — Net loss used for diluted loss per share $ (4,792,237 ) $ (10,005,597 ) Denominator for basic and diluted net loss per share: Weighted-average shares used to compute basic loss per share 4,613,704 2,580,085 Adjustments to reflect assumed exercise of warrants — — Weighted-average shares used to compute diluted net loss per share 4,613,704 2,580,085 Net loss per share attributable to common stockholders: Basic $ (1.04 ) $ (3.88 ) Diluted $ (1.04 ) $ (3.88 ) | The following table summarizes the Company’s diluted net loss per share: December 31, 2017 2016 Numerator: Net loss attributable to common stockholders $ (24,930,984 ) $ (39,227,959 ) Adjustment for gain from change in fair value of derivative financial instruments—warrants — (2,321,053 ) Net loss used for diluted loss per share $ (24,930,984 ) $ (41,549,012 ) Denominator: Weighted-average shares used to compute basic net loss per share 2,890,031 2,514,570 Adjustments to reflect assumed exercise of warrants — 8,869 Weighted-average shares used to compute diluted net loss per share 2,890,031 2,523,439 Net loss per share attributable to common stockholders: Basic $ (8.63 ) $ (15.60 ) Diluted $ (8.63 ) $ (15.55 ) |
Supplementary Balance Sheet I27
Supplementary Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Composition of Short-Term Investments | The following table sets forth the composition of short-term investments as of December 31, 2016. Unrealized Maturity in Years Cost Gains Losses Fair Value Corporate debt securities Less than 1 year $ 14,165,915 $ 44 $ (5,273 ) $ 14,160,686 Commercial paper Less than 1 year 1,195,444 — — 1,195,444 U.S. treasury securities Less than 1 year 8,625,728 330 (4,166 ) 8,621,892 Total investment $ 23,987,087 $ 374 $ (9,439 ) $ 23,978,022 |
Components of Accrued Liabilities | Accrued liabilities consisted of the following: As of December 31, 2017 2016 Accrued compensation $ 618,128 $ 2,203,876 Accrued research agreements 135,139 736,199 Accrued professional fees — 421,314 Other accrued liabilities 701,320 659,976 Total accrued liabilities $ 1,454,587 $ 4,021,365 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Components of Property and Equipment | Property and equipment consist of the following: As of March 31, As of December 31, Furniture and office equipment $ 1,076,709 $ 1,076,709 Leasehold improvements 1,994,514 1,994,514 Laboratory equipment 1,431,681 1,426,581 4,502,904 4,497,804 Less—accumulated depreciation and amortization (2,279,307 ) (2,071,492 ) Property and equipment, net $ 2,223,597 $ 2,426,312 | Property and equipment consisted of the following: As of December 31, 2017 2016 Furniture and office equipment $ 1,076,709 $ 1,144,741 Leasehold improvements 1,994,514 1,994,514 Laboratory equipment 1,426,581 2,449,645 4,497,804 5,588,900 Less—accumulated depreciation and amortization (2,071,492 ) (1,761,985 ) Property and equipment, net $ 2,426,312 $ 3,826,915 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | ||
Summary of Warrant Activity and Changes in Warrants Outstanding | A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications is presented below: Total Warrants (1) Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (1) Balance outstanding, December 31, 2017 1,936,572 $ 11.40 4.4 Exercised (401,667 ) $ 3.60 Balance outstanding, March 31, 2018 1,534,905 $ 13.32 4.0 (1) Excluded the pre-funded pre-warrants | A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications, is presented below: Number of Warrants (1) Weighted- Exercise Price Per Share (1) Weighted-Average Balance outstanding, December 31, 2015 461,104 $ 46.32 2.5 Granted 2,583 $ 58.08 Exercised (695 ) $ 36.00 Expired (4,167 ) $ 96.00 Balance outstanding, December 31, 2016 458,825 $ 45.96 1.6 Granted 1,636,969 $ 6.72 Expired (159,223 ) $ 63.84 Balance outstanding, December 31, 2017 1,936,571 $ 11.40 4.4 (1) Excluded the pre-funded pre-warrants |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense related to Trovagene equity awards have been recognized in operating results as follow: Three Months Ended 2018 2017 Included in research and development expense $ 395,709 $ 372,200 Included in cost of revenue 39,631 26,156 Included in selling, general and administrative expense 970,791 601,309 Benefit from restructuring — (78,866 ) Total stock-based compensation expense $ 1,406,131 $ 920,799 | Stock-based compensation has been recognized in operating results as follows: Years ended December 31, 2017 2016 In cost of revenue $ 83,713 $ 122,301 In research and development expenses 1,026,497 2,420,696 In selling and marketing expense 676,635 2,111,366 In general and administrative expenses 2,350,962 2,910,156 Benefit from restructuring (125,222 ) (60,203 ) Total stock-based compensation $ 4,012,585 $ 7,504,316 |
Estimated Fair Value of Stock Options - Assumptions | 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 weighted-average assumptions during the following periods indicated: Three Months Ended 2018 2017 (1) Risk-free interest rate 2.43 % — % Dividend yield 0 % 0 % Expected volatility 90.28 % — % Expected term 5.2 years 0 (1) No options granted during the three months ended March 31, 2017. | 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, 2017 2016 Risk-free interest rate 1.82% - 2.03% 0.93% - 1.89% Dividend yield 0% 0% Expected volatility (range) 86% - 117% 80% - 134% Expected volatility (weighted-average) 87% 103% Expected term (in years) 5.3 years 5.5 years |
Stock-Based Compensation Recognized | A summary of stock option activity and changes in stock options outstanding is presented below: Total Options Weighted-Average Exercise Price Per Share Intrinsic Value Balance outstanding, December 31, 2017 374,207 $ 48.48 $ — Granted 261,069 $ 3.60 Canceled / Forfeited (2,917 ) $ 69.84 Balance outstanding, March 31, 2018 632,359 $ 29.88 $ 154,135 Exercisable at March 31, 2018 429,686 $ 32.52 $ 109,892 | A summary of stock option activity and of changes in stock options outstanding is presented below: Number Weighted- Intrinsic Value Weighted- Remaining Contractual Balance outstanding, December 31, 2015 579,053 $ 65.40 $ 5,903,466 7.8 years Granted 270,521 $ 60.24 Exercised (111,273 ) $ 45.72 Forfeited (277,582 ) $ 67.56 Balance outstanding, December 31, 2016 460,719 $ 65.88 $ — 7.7 years Granted 88,271 $ 9.84 Forfeited (173,328 ) $ 74.88 Expired (1,455 ) $ 56.88 Balance outstanding, December 31, 2017 374,207 $ 48.48 $ — 7.1 years Vested and exercisable, December 31, 2017 228,780 $ 55.92 $ — 6.0 years |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the RSU activity is presented below: Number Weighted-Average Grant Date Fair Value Per Share Intrinsic Non-vested 106,192 $ 17.16 $ 391,848 Vested (75,392 ) $ 14.16 $ 266,461 Non-vested 30,800 $ 24.60 $ 129,064 | A summary of the RSU activity is presented below: Number Weighted Average Grant Date Fair Per Share Intrinsic Non-vested — $ — $ — Granted 33,500 $ 48.72 Vested (7,916 ) $ 51.24 Forfeited (2,917 ) $ 47.88 Non-vested 22,667 $ 47.88 $ 571,200 Granted 187,437 $ 19.08 Vested (31,041 ) $ 41.64 Forfeited (72,871 ) $ 21.00 Non-vested 106,192 $ 17.16 $ 391,848 |
Derivative Financial Instrume31
Derivative Financial Instruments - Warrants (Tables) - Black Scholes Option Pricing Method | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Schedule of Assumptions Used to Determine the Fair Value of the Warrants | 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: Three Months Ended March 31, 2018 2017 Estimated fair value of Trovagene common stock 3.72-4.20 13.80-25.20 Expected warrant term 0.8-5.1 years 1.8-2.0 years Risk-free interest rate 1.76-2.54 % 1.20-1.27 % Expected volatility 91-116 % 94-98 % Dividend yield 0 % 0 % | 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: 2017 2016 Estimated fair value of Trovagene common stock $3.72 - $15.12 $25.20 - $55.80 Expected warrant term 1.0 - 5.5 years 2.0 - 2.8 years Risk-free interest rate 1.27% - 2.21% 0.71% - 1.20% Expected volatility 86% - 116% 82% - 94% Dividend yield — % — % |
Schedule of Components of Changes in the Company's Derivative Financial Instruments Liability Balance | The following table sets forth the components of changes in the Company’s derivative financial instruments — Date Description Number Derivative Instrument Liability December 31, 2017 Balance of derivative financial instruments — 467,577 $ 649,387 Change in fair value of derivative financial instruments — — 129,689 March 31, 2018 Balance of derivative financial instruments — 467,577 $ 779,076 | The following table sets forth the components of changes in the Company’s derivative financial instruments — Date Description Number Derivative Instrument Liability December 31, 2015 Balance of derivative financial instruments — 80,608 $ 3,297,077 Change in fair value of derivative financial instruments — — (2,462,137 ) December 31, 2016 Balance of derivative financial instruments — 80,608 834,940 Issuance of Derivative Financial Instruments 386,969 3,215,519 Change in fair value of derivative financial instruments — — (3,401,072 ) December 31, 2017 Balance of derivative financial instruments — 467,577 $ 649,387 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||
Schedule of 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 | 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 March 31, 2018 and December 31, 2017: Fair Value Measurements at Quoted Prices (Level 1) Significant (Level 2) Significant (Level 3) Total Assets: Money market fund (1) $ 6,840,505 $ — $ — $ 6,840,505 Total Assets $ 6,840,505 $ — $ — $ 6,840,505 Liabilities: Derivative financial instruments — $ — $ — $ 779,076 $ 779,076 Total Liabilities $ — $ — $ 779,076 $ 779,076 Fair Value Measurements at Quoted Prices (Level 1) Significant (Level 2) Significant (Level 3) Total Assets: Money market fund (1) $ 8,309,964 $ — $ — $ 8,309,964 Total Assets $ 8,309,964 $ — $ — $ 8,309,964 Liabilities: Derivative financial instruments — $ — $ — $ 649,387 $ 649,387 Total Liabilities $ — $ — $ 649,387 $ 649,387 (1) Included as a component of cash and cash equivalents on the accompanying condensed consolidated balance sheets. | 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, 2017 and 2016: Fair Value Measurements at Quoted Prices in Significant Significant Total Assets: Money market fund (1) $ 4,522,631 $ — $ — $ 4,522,631 Total Assets $ 4,522,631 $ — $ — $ 4,522,631 Liabilities: Derivative financial instruments — $ — $ — $ 649,387 $ 649,387 Total Liabilities $ — $ — $ 649,387 $ 649,387 Fair Value Measurements at Quoted Prices in Significant Significant Total Assets: Money market fund (1) $ 12,095,620 $ — $ — $ 12,095,620 Corporate debt securities (2) — 14,160,686 — 14,160,686 Commercial paper (3) — 2,393,948 — 2,393,948 U.S. treasury securities (2) — 8,621,892 — 8,621,892 Total Assets $ 12,095,620 $ 25,176,526 $ — $ 37,272,146 Liabilities: Derivative financial instruments — $ — $ — $ 834,940 $ 834,940 Total Liabilities $ — $ — $ 834,940 $ 834,940 (1) Included as a component of cash and cash equivalents on the accompanying consolidated balance sheet. (2) Included in short-term investments on the accompanying consolidated balance sheet. (3) $1,198,504 of commercial paper was included as a component of cash and cash equivalents, and the rest of amount was included in short-term investments on the accompanying consolidated balance sheet. |
Schedule of Changes in the Fair Value of the Company's Level 3 Liabilities | The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the three months ended March 31, 2018: Description Balance at Realized (gains) or Balance at Derivative financial instruments — $ 649,387 $ 129,689 $ 779,076 | 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, 2017 and 2016: Description Balance at Issuance of Unrealized Balance at Derivative financial instruments — $ 834,940 $ 3,215,519 $ (3,401,072 ) $ 649,387 Description Balance at Unrealized Balance at Derivative financial instruments — $ 3,297,077 $ (2,462,137 ) $ 834,940 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes Based on Losses from Continuing Operations | The provision for income taxes based on losses from continuing operations consists of the following at December 31 (in thousands): Years ended December 31, 2017 2016 Current: State $ 1 $ — Total current provision 1 — Deferred: Federal 9,781 (14,035 ) State 3,171 (2,443 ) Foreign — (114 ) Total deferred expense (benefit) 12,952 (16,592 ) Valuation allowance (12,953 ) 16,592 Total income tax provision $ — $ — |
Schedule of Significant Components of the Company's Taxes and the Rates | Significant components of the Company’s taxes and the rates as of December 31 are shown below (in thousands, except percentages): Years ended December 31, 2017 2016 Tax computed at the federal statutory rate $ (8,591 ) 34 % $ (13,206 ) 34 % State tax, net of federal tax benefit (697 ) 3 % (2,286 ) 6 % Foreign tax — — % (114 ) — % Permanent Items (706 ) 3 % (114 ) — % Tax credits (431 ) 2 % (1,276 ) 3 % Valuation allowance increase (11,029 ) 43 % 16,996 (43 )% Tax rate change 21,454 (85 )% — — % Provision for income taxes $ — — % $ — — % |
Schedule of Significant Components of the Company's Deferred Tax Assets | Significant components of the Company’s deferred tax assets and liabilities from federal and state income taxes as of December 31 are shown below (in thousands): Years ended December 31, 2017 2016 Deferred tax assets: Tax loss carryforwards $ 29,713 $ 41,502 Research and development credits and other tax credits 3,084 2,817 Stock-based compensation 3,565 4,658 Other 945 1,283 Total deferred tax assets 37,307 50,260 Valuation allowance (37,307 ) (50,260 ) Net deferred tax asset $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Annual Commitments Under Current Lease Agreements | Total annual commitments under non-cancelable Operating Leases Sublease Income Net Operating Leases 2018 $ 881,815 $ (216,504 ) $ 665,311 2019 906,879 (183,124 ) 723,755 2020 931,457 — 931,457 2021 959,401 — 959,401 2022 — — — Thereafter — — — Total $ 3,679,552 $ (399,628 ) $ 3,279,924 |
Selected Quarterly Financial 35
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Data [Abstract] | |
Summary of the Quarterly Results of Operations | The following is a summary of the quarterly results of operations of the Company for years ended December 31, 2017 and 2016: Quarter Ended(1) March 31 June 30 September 30 December 31 (dollars in thousands, except per share data) 2017 Revenues $ 95 $ 102 $ 123 $ 185 Operating expenses $ 10,221 $ 5,990 $ 5,921 $ 3,969 Net loss attributable to common stockholders $ (10,005 ) $ (8,052 ) $ (4,298 ) $ (2,576 ) Net loss per common share - basic $ (3.88 ) $ (3.12 ) $ (1.41 ) $ (0.77 ) Net loss per common share - diluted $ (3.88 ) $ (3.12 ) $ (1.41 ) $ (0.77 ) Shares used in the calculation of net loss attributable to common stockholders - basic 2,580,085 2,582,645 3,038,806 3,348,506 Shares used in the calculation of net loss attributable to common stockholders - diluted 2,580,085 2,582,645 3,038,806 3,348,506 2016 Revenues $ 120 $ 104 $ 89 $ 68 Operating expenses $ 10,579 $ 10,084 $ 10,013 $ 9,850 Net loss attributable to common stockholders $ (10,269 ) $ (10,208 ) $ (10,197 ) $ (8,554 ) Net loss per common share - basic $ (4.14 ) $ (4.09 ) $ (4.03 ) $ (3.35 ) Net loss per common share - diluted $ (4.09 ) $ (4.09 ) $ (4.03 ) $ (3.34 ) Shares used in the calculation of net loss attributable to common stockholders - basic 2,479,599 2,496,504 2,528,315 2,553,287 Shares used in the calculation of net loss attributable to common stockholders - diluted 2,509,032 2,496,504 2,528,315 2,559,329 (1) Basic and diluted net loss per common share are computed independently for each of the periods presented. Accordingly, the sum of the quarterly net loss per common share amount may not agree to the total for the year. |
Organization and Basis of Pre36
Organization and Basis of Presentation (Detail) | Jun. 01, 2018$ / shares | Feb. 20, 2018USD ($)shares | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2017USD ($) | Apr. 30, 2018USD ($)shares | Dec. 31, 2016$ / sharesshares | Dec. 31, 2017$ / shares |
Subsequent Event [Line Items] | |||||||
Common stock per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Proceeds from exercise of warrants | $ | $ 452,000 | $ 1,449,167 | $ 0 | ||||
Warrants exercised (in shares) | 401,667 | 695 | |||||
Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.08333 | ||||||
Common stock per share | $ / shares | $ 0.0001 | ||||||
Proceeds from exercise of warrants | $ | $ 1,600,000 | ||||||
Common Stock | |||||||
Subsequent Event [Line Items] | |||||||
Warrants exercised (in shares) | 151,181 | 428,056 | |||||
Common Stock | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Warrants exercised (in shares) | 473,473 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies - Short-Term Investments (Detail) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Accounting Policies [Abstract] | |
Realized gains (losses) on available-for-sale securities | $ 6,400 |
Basis of Presentation and Sum38
Basis of Presentation and Summary of Significant Accounting Policies - Warrants (Detail) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative financial instruments | ||||
Derivative financial instruments-warrants | $ 779,076 | $ 649,387 | $ 834,940 | |
Warrants | Black Scholes Option Pricing Method | ||||
Derivative financial instruments | ||||
Derivative financial instruments-warrants | $ 779,076 | $ 649,387 | $ 834,940 | $ 3,297,077 |
Basis of Presentation and Sum39
Basis of Presentation and Summary of Significant Accounting Policies - Long-Lived Assets (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, equipment and depreciation and amortization | ||
Impairment of long-lived assets held-for-use | $ 104,700 | $ 0 |
Laboratory equipment | ||
Property, equipment and depreciation and amortization | ||
Estimated useful lives | 5 years | |
Furniture and office equipment | Minimum | ||
Property, equipment and depreciation and amortization | ||
Estimated useful lives | 3 years | |
Furniture and office equipment | Maximum | ||
Property, equipment and depreciation and amortization | ||
Estimated useful lives | 5 years |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Antidilutive Securities (Detail) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net Loss Per Share | ||||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 2,203,325 | 936,089 | 2,448,620 | 866,865 |
Stock Option | ||||
Net Loss Per Share | ||||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 632,539 | 390,586 | 374,207 | 460,719 |
Warrants | ||||
Net Loss Per Share | ||||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 1,534,905 | 458,826 | 1,962,960 | 378,218 |
Restricted Stock Units | ||||
Net Loss Per Share | ||||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 30,800 | 81,416 | 106,192 | 22,667 |
Series A Convertible Preferred Stock | ||||
Net Loss Per Share | ||||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 5,261 | 5,261 | 5,261 | 5,261 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Net Loss Per Share (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Numerator: Net loss attributable to common shareholders | $ (4,792,237) | $ (2,576,000) | $ (4,298,000) | $ (8,052,000) | $ (10,005,597) | $ (8,554,000) | $ (10,197,000) | $ (10,208,000) | $ (10,269,000) | $ (24,930,984) | $ (39,227,959) |
Adjustment for gain from change in fair value of derivative financial instruments-warrants | 0 | 0 | 0 | (2,321,053) | |||||||
Net loss used for diluted loss per share | $ (4,792,237) | $ (10,005,597) | $ (24,930,984) | $ (41,549,012) | |||||||
Denominator for basic and diluted net loss per share: | |||||||||||
Weighted-average shares used to compute basic loss per share (in shares) | 4,613,704 | 3,348,506 | 3,038,806 | 2,582,645 | 2,580,085 | 2,553,287 | 2,528,315 | 2,496,504 | 2,479,599 | 2,890,031 | 2,514,570 |
Adjustments to reflect assumed exercise of warrants (in shares) | 0 | 0 | 0 | 8,869 | |||||||
Weighted-average shares used to compute diluted net loss per share (in shares) | 4,613,704 | 3,348,506 | 3,038,806 | 2,582,645 | 2,580,085 | 2,559,329 | 2,528,315 | 2,496,504 | 2,509,032 | 2,890,031 | 2,523,439 |
Net loss per share attributable to common stockholders: | |||||||||||
Net loss per common share - basic (in USD per share) | $ (1.04) | $ (0.77) | $ (1.41) | $ (3.12) | $ (3.88) | $ (3.35) | $ (4.03) | $ (4.09) | $ (4.14) | $ (8.63) | $ (15.60) |
Net loss per common share - diluted (in USD per share) | $ (1.04) | $ (0.77) | $ (1.41) | $ (3.12) | $ (3.88) | $ (3.34) | $ (4.03) | $ (4.09) | $ (4.09) | $ (8.63) | $ (15.55) |
Supplementary Balance Sheet I42
Supplementary Balance Sheet Information - Short-term Investments (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 23,987,087 | |
Gains | 374 | |
Losses | (9,439) | |
Estimate of Fair Value Measurement | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Short-term Investments | 23,978,022 | |
Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Maturity in Years | 1 year | |
Cost | 14,165,915 | |
Gains | 44 | |
Losses | (5,273) | |
Corporate debt securities | Estimate of Fair Value Measurement | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Short-term Investments | 14,160,686 | |
Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Maturity in Years | 1 year | |
Cost | 1,195,444 | |
Gains | 0 | |
Losses | 0 | |
Commercial paper | Estimate of Fair Value Measurement | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Short-term Investments | 1,195,444 | |
U.S. treasury securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Maturity in Years | 1 year | |
Cost | 8,625,728 | |
Gains | 330 | |
Losses | (4,166) | |
U.S. treasury securities | Estimate of Fair Value Measurement | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Short-term Investments | $ 8,621,892 |
Supplementary Balance Sheet I43
Supplementary Balance Sheet Information - Property and Equipment (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | |
Property, equipment and depreciation and amortization | |||
Depreciation and amortization | $ 1,053,913 | $ 969,833 | |
Property and equipment, gross | 4,497,804 | 5,588,900 | $ 4,502,904 |
Less-accumulated depreciation and amortization | (2,071,492) | (1,761,985) | (2,279,307) |
Property and equipment, net | 2,426,312 | 3,826,915 | 2,223,597 |
Furniture and office equipment | |||
Property, equipment and depreciation and amortization | |||
Property and equipment, gross | 1,076,709 | 1,144,741 | 1,076,709 |
Leasehold improvements | |||
Property, equipment and depreciation and amortization | |||
Property and equipment, gross | 1,994,514 | 1,994,514 | 1,994,514 |
Laboratory equipment | |||
Property, equipment and depreciation and amortization | |||
Property and equipment, gross | $ 1,426,581 | $ 2,449,645 | $ 1,431,681 |
Supplementary Balance Sheet I44
Supplementary Balance Sheet Information - Accrued Expenses (Detail) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued compensation | $ 618,128 | $ 2,203,876 | |
Accrued research agreements | 135,139 | 736,199 | |
Accrued professional fees | 0 | 421,314 | |
Other accrued liabilities | 701,320 | 659,976 | |
Total accrued liabilities | $ 1,685,178 | $ 1,454,587 | $ 4,021,365 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Detail) - USD ($) | Feb. 20, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||
Proceeds from the sale of common stock | $ 11,727,153 | $ 2,364,801 | ||
Shares issued upon exercise of warrants (in shares) | 401,667 | 695 | ||
Warrants granted (in shares) | 1,636,969 | 2,583 | ||
Restricted stock units issued during period (in shares) | 75,392 | |||
Restricted stock issued during period (in shares) | 62,116 | 0 | ||
Option exercise price, weighted average of $45.72 | ||||
Class of Stock [Line Items] | ||||
Issuance of common stock upon exercise of stock options (in shares) | 103,073 | |||
Warrant exercise price of $36.00 | ||||
Class of Stock [Line Items] | ||||
Shares issued upon exercise of warrants (in shares) | 695 | |||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Shares of common stock issued (in shares) | 503,448 | 1,748,076 | 35,151 | |
Issuance of common stock upon exercise of stock options (in shares) | 8,200 | |||
Issuance of common stock upon net exercise of warrant (in shares) | 221 | |||
Common stock, price per share (in dollars per share) | $ 3.36 | |||
Shares issued upon exercise of warrants (in shares) | 151,181 | 428,056 | ||
Issuance of common stock upon releases of restricted stock units (in shares) | 75,392 | 31,041 | 7,916 | |
Common Stock | Option exercise price of $44.76 | ||||
Class of Stock [Line Items] | ||||
Issuance of common stock upon exercise of stock options (in shares) | 8,200 | |||
Weighted average price of shares (in dollars per share) | $ 44.76 | |||
Common Stock | Option exercise price, weighted average of $45.72 | ||||
Class of Stock [Line Items] | ||||
Weighted average price of shares (in dollars per share) | $ 45.72 | |||
Shares issued upon exercise (in shares) | 28,444 | |||
Common Stock | Warrant exercise price of $36.00 | ||||
Class of Stock [Line Items] | ||||
Issuance of common stock upon net exercise of warrant (in shares) | 221 | |||
Common stock, price per share (in dollars per share) | $ 36 | |||
Agent | ||||
Class of Stock [Line Items] | ||||
Restricted stock units issued during period (in shares) | 31,041 | |||
Restricted stock issued during period (in shares) | 62,116 | |||
Agent | Common Stock | ||||
Class of Stock [Line Items] | ||||
Stock issued during period including share-based compensation (in shares) | 1,841,233 | 79,932 | ||
Proceeds from the sale of common stock | $ 2,400,000 | |||
Shares of common stock issued (in shares) | 35,151 | |||
Price per share (in dollars per share) | $ 67.32 | |||
Agent | Common Stock | Public Offering and Controlled Equity Offering | ||||
Class of Stock [Line Items] | ||||
Proceeds from the sale of common stock | $ 100,000 | |||
Shares of common stock issued (in shares) | 8,507 | |||
Price per share (in dollars per share) | $ 12.96 | |||
Registered Direct Offering | Agent | Common Stock | ||||
Class of Stock [Line Items] | ||||
Proceeds from the sale of common stock | $ 11,600,000 | |||
Shares of common stock issued (in shares) | 1,739,569 | |||
Private Placement | ||||
Class of Stock [Line Items] | ||||
Warrants granted (in shares) | 386,969 | |||
Private Placement | Agent | Warrants | ||||
Class of Stock [Line Items] | ||||
Warrants granted (in shares) | 1,663,358 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Warrants (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Warrants | ||||
Balance of warrants outstanding at the beginning of the period (in shares) | 1,936,572 | 458,825 | 461,104 | |
Granted (in shares) | 1,636,969 | 2,583 | ||
Warrants exercised (in shares) | (401,667) | (695) | ||
Expired (in shares) | (159,223) | (4,167) | ||
Balance of derivative financial instruments-warrants liability | 1,534,905 | 1,936,572 | 458,825 | 461,104 |
Weighted Average Exercise Price Per Share | ||||
Weighted average exercise price of warrants at the beginning of the period (in USD per share) | $ 11.40 | $ 45.96 | $ 46.32 | |
Granted (in dollars per share) | 6.72 | 58.08 | ||
Exercised (in USD per share) | 3.60 | 36 | ||
Expired (in dollars per share) | 63.84 | 96 | ||
Weighted average exercise price of warrants at the end of the period (in USD per share) | $ 13.32 | $ 11.40 | $ 45.96 | $ 46.32 |
Weighted-Average Remaining Contractual Term | ||||
Weighted-Average Remaining Contractual Term | 4 years | 4 years 4 months 24 days | 1 year 7 months 6 days | 2 years 6 months 11 days |
Scenario, Previously Reported [Member] | ||||
Number of Warrants | ||||
Balance of warrants outstanding at the beginning of the period (in shares) | 1,936,571 | |||
Balance of derivative financial instruments-warrants liability | 1,936,571 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants Narrative (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2013 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 20, 2016 | Jun. 30, 2015 | |
Class of Stock [Line Items] | ||||||
Warrants exercised (in shares) | (401,667) | (695) | ||||
Warrants granted (in shares) | 1,636,969 | 2,583 | ||||
Warrants granted (in dollars per share) | $ 6.72 | $ 58.08 | ||||
Proceeds from the sale of common stock | $ 110,000 | |||||
Value of warrants recorded as debt discount and additional paid in capital | $ 0 | $ 148,885 | ||||
Public Offering and Controlled Equity Offering | ||||||
Class of Stock [Line Items] | ||||||
Proceeds from the sale of common stock | $ 15,000,000 | |||||
Secured Debt | ||||||
Class of Stock [Line Items] | ||||||
Common stock, price per share (in dollars per share) | $ 58.08 | |||||
Line of Credit | Secured Debt | ||||||
Class of Stock [Line Items] | ||||||
Common stock, price per share (in dollars per share) | $ 42.12 | |||||
Value of warrants recorded as debt discount and additional paid in capital | $ 148,885 | |||||
Line of Credit | Secured Debt | Black Scholes Option Pricing Method | ||||||
Class of Stock [Line Items] | ||||||
Risk-free interest rate (as a percent) | 1.59% | |||||
Dividend yield (as a percent) | 0.00% | |||||
Expected volatility (as a percent) | 130.66% | |||||
Expected warrant term | 10 years | |||||
Private Placement | ||||||
Class of Stock [Line Items] | ||||||
Warrants granted (in shares) | 386,969 | |||||
Warrants granted (in dollars per share) | $ 16.92 | |||||
Expiration period | 5 years | |||||
Public Offering | ||||||
Class of Stock [Line Items] | ||||||
Warrants granted (in shares) | 1,250,000 | |||||
Warrants granted (in dollars per share) | $ 3.60 | |||||
Expiration period | 5 years | |||||
Pre-funded Warrant | Public Offering | ||||||
Class of Stock [Line Items] | ||||||
Warrants exercised (in shares) | (26,389) | (26,389) | ||||
Common stock, price per share (in dollars per share) | $ 0.12 | $ 0.12 | ||||
Warrants granted (in shares) | 26,389 | |||||
Warrants granted (in dollars per share) | $ 3.48 |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Detail) - USD ($) | Mar. 17, 2007 | Jul. 13, 2006 | Mar. 17, 2006 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||||
Accrued dividend during the period | $ 6,060 | $ 24,240 | $ 24,240 | |||
Stated value per share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||
Number of shares outstanding (in shares) | 60,600 | 60,600 | 60,600 | |||
Accumulated Deficit | ||||||
Class of Stock [Line Items] | ||||||
Accrued dividend during the period | $ 6,060 | $ 24,240 | $ 24,240 | |||
Series A Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Cumulative dividend rate (as a percent) | 4.00% | |||||
Accrued cumulative unpaid preferred stock dividends | $ 316,775 | $ 292,535 | ||||
Stated value per share (in dollars per share) | $ 10 | |||||
Conversion price per share (in dollars per share) | $ 115.20 | $ 25.80 | ||||
Period during which the conversion price is subject to adjustment for dilutive issuances | 12 months | |||||
Share price for 20 consecutive trading days for automatic conversion | $ 309.60 | |||||
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 | 695 | |||||
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 outstanding (in shares) | 60,600 | 60,600 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Detail) - USD ($) | Jun. 10, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 13, 2017 | Jun. 12, 2017 | May 17, 2016 | Sep. 17, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total intrinsic value of options exercised | $ 0 | $ 1,932,799 | ||||||||
Fair value of shares vested | $ 971,488 | $ 1,526,211 | 3,992,127 | $ 6,261,655 | ||||||
Tax benefits recognized for stock-based compensation | $ 0 | |||||||||
Restricted stock issued during period (in shares) | 62,116 | 0 | ||||||||
Stock Option | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted average grant date fair value (in USD per share) | $ 6.72 | $ 43.20 | ||||||||
Unrecognized compensation cost | $ 2,662,066 | $ 5,677,247 | $ 2,915,970 | $ 8,211,896 | ||||||
Weighted-average remaining vesting period for recognition | 1 year 9 months 18 days | 2 years 7 months 6 days | 2 years | 2 years 9 months 18 days | ||||||
Options outstanding, weighted average contractual life | 8 years 1 month 6 days | 7 years 1 month 6 days | 7 years 8 months 12 days | 7 years 9 months 18 days | ||||||
Restricted Stock Units | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Weighted-average remaining vesting period for recognition | 2 years 9 months 18 days | 3 years 3 months 19 days | 2 years 10 months 25 days | 1 day | ||||||
Share-based compensation cost not yet recognized | $ 602,134 | $ 1,603,214 | $ 689,365 | $ 4,430 | ||||||
Equity instruments other than options, aggregate intrinsic value, vested | 266,461 | 647,885 | 293,781 | |||||||
Equity instruments other than options, vested in period, fair value | $ 1,070,914 | $ 1,091,580 | $ 1,291,878 | $ 405,550 | ||||||
Granted (in USD per share) | $ 2.05 | $ 19.08 | $ 48.72 | |||||||
RSUs Granted (in shares) | 0 | 187,437 | 33,500 | |||||||
Restricted Stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Equity instruments other than options, vested in period, fair value | $ 596,314 | |||||||||
Granted (in USD per share) | $ 9.60 | |||||||||
Equity Incentive Plan 2014 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Authorized shares under the plan (in shares) | 416,667 | 791,667 | 625,000 | 625,000 | 208,333 | |||||
Additional shares authorized (in shares) | 208,334 | |||||||||
Number of remaining shares available for issuance (in shares) | 28,247 | 286,399 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 1,406,131 | $ 920,799 | $ 4,012,585 | $ 7,504,316 |
In cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 39,631 | 26,156 | 83,713 | 122,301 |
In research and development expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 395,709 | 372,200 | 1,026,497 | 2,420,696 |
In selling and marketing expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 676,635 | 2,111,366 | ||
In general and administrative expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 2,350,962 | 2,910,156 | ||
Benefit from restructuring | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 0 | (78,866) | $ (125,222) | $ (60,203) |
Included in selling, general and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 970,791 | $ 601,309 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Using Black-Scholes for Estimated Fair Value of Stock Options (Detail) - Stock Option | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Risk-free interest rate | 2.43% | 0.00% | ||
Dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility (as a percent) | 90.28% | 0.00% | ||
Expected term | 5 years 2 months 12 days | 0 years | 5 years 3 months 19 days | 5 years 6 months |
Expected volatility (as a percent weighted-average) | 87.00% | 103.00% | ||
Minimum | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Risk-free interest rate | 1.82% | 0.93% | ||
Expected volatility (as a percent) | 86.00% | 80.00% | ||
Maximum | ||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||||
Risk-free interest rate | 2.03% | 1.89% | ||
Expected volatility (as a percent) | 117.00% | 134.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Activity (Detail) - Stock Option - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Options | |||||
Balance outstanding at the beginning of the period (in shares) | 374,207 | 460,719 | 460,719 | 579,053 | |
Granted (in shares) | 261,069 | 0 | 88,271 | 270,521 | |
Exercise (in shares) | (111,273) | ||||
Cancelled / Forfeited (in shares) | (2,917) | (173,328) | (277,582) | ||
Expired (in shares) | (1,455) | ||||
Balance outstanding at the end of the period (in shares) | 632,359 | 374,207 | 460,719 | 579,053 | |
Vested and exercisable at the end of the period (in shares) | 429,686 | 228,780 | |||
Weighted Average Exercise Price Per Share | |||||
Balance outstanding at the beginning of the period (in USD per share) | $ 48.48 | $ 65.88 | $ 65.88 | $ 65.40 | |
Granted (in USD per share) | 3.60 | 9.84 | 60.24 | ||
Exercised (in USD per share) | 45.72 | ||||
Canceled / Forfeited (in USD per share) | 69.84 | 74.88 | 67.56 | ||
Expired (in USD per share) | 56.88 | ||||
Balance outstanding at the end of the period (in USD per share) | 29.88 | 48.48 | $ 65.88 | $ 65.40 | |
Vested and exercisable at the end of the period (in USD per share) | $ 32.52 | $ 55.92 | |||
Additional Disclosures | |||||
Options outstanding, intrinsic value | $ 154,135 | $ 0 | $ 0 | $ 0 | $ 5,903,466 |
Vested and exercisable at the end of the period, intrinsic value | $ 109,892 | $ 0 | |||
Weighted average remaining contract term, outstanding | 8 years 1 month 6 days | 7 years 1 month 6 days | 7 years 8 months 12 days | 7 years 9 months 18 days | |
Weighted average remaining contractual term, exercisable | 6 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Detail) - Restricted Stock Units - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Shares | |||||
Non-vested at beginning of period (in shares) | 106,192 | 22,667 | 22,667 | 0 | |
Granted (in shares) | 0 | 187,437 | 33,500 | ||
Vested (in shares) | (75,392) | (31,041) | (7,916) | ||
Forfeited (in shares) | (72,871) | (2,917) | |||
Non-vested at end of period (in shares) | 30,800 | 106,192 | 22,667 | ||
Weighted-Average Grant Date Fair Value Per Share | |||||
Nonvested, weighted average grant date fair value at beginning of period (in USD per share) | $ 17.16 | $ 47.88 | $ 47.88 | $ 0 | |
Granted (in USD per share) | $ 2.05 | 19.08 | 48.72 | ||
Vested, weighted average grant date fair value (in USD per share) | 14.16 | 41.64 | 51.24 | ||
Forfeitures (in USD per share) | 21 | 47.88 | |||
Nonvested, weighted average grant date fair value at end of period (in USD per share) | $ 24.60 | $ 17.16 | $ 47.88 | ||
Equity instruments other than options, aggregate intrinsic value, vested | $ 266,461 | $ 647,885 | $ 293,781 | ||
Equity instruments other than options, aggregate intrinsic value, nonvested | $ 129,064 | $ 391,848 | $ 571,200 | $ 0 |
Derivative Financial Instrume54
Derivative Financial Instruments - Warrants (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Changes in the Company's derivative financial instruments liability balance | ||||
Balance of warrants outstanding at the beginning of the period (in shares) | 1,936,572 | 458,825 | 458,825 | 461,104 |
Issuance of Derivative Financial Instruments | 1,636,969 | 2,583 | ||
Balance of derivative financial instruments-warrants liability | 1,534,905 | 1,936,572 | 458,825 | |
Balance of derivative financial instruments-warrants liability | $ 649,387 | $ 834,940 | $ 834,940 | |
Change in fair value of derivative financial instruments-warrants during the period recognized as a loss in the condensed consolidated statements of operations | 129,689 | $ (555,506) | (3,401,072) | $ (2,462,137) |
Balance of derivative financial instruments liability at the end of the period | $ 779,076 | $ 649,387 | $ 834,940 | |
Warrants | ||||
Changes in the Company's derivative financial instruments liability balance | ||||
Weighted average remaining contractual life | 4 years 4 months 24 days | 2 years | ||
Warrants | Black Scholes Option Pricing Method | ||||
Range of assumptions used to determine the fair value of warrants | ||||
Dividend yield (as a percent) | 0.00% | 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) | 467,577 | 80,608 | 80,608 | 80,608 |
Issuance of Derivative Financial Instruments | 386,969 | |||
Issuance of Derivative Financial Instruments | $ 3,215,519 | |||
Balance of derivative financial instruments-warrants liability | 467,577 | 467,577 | 80,608 | |
Balance of derivative financial instruments-warrants liability | $ 649,387 | $ 834,940 | $ 834,940 | $ 3,297,077 |
Balance of derivative financial instruments liability at the end of the period | $ 779,076 | $ 649,387 | $ 834,940 | |
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) | $ 3.72 | $ 13.80 | $ 3.72 | $ 25.20 |
Expected warrant term | 9 months | 1 year 9 months | 1 year | 2 years |
Risk-free interest rate | 1.76% | 1.20% | 1.27% | 0.71% |
Expected volatility (as a percent) | 91.00% | 94.00% | 86.00% | 82.00% |
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) | $ 4.20 | $ 25.20 | $ 15.12 | $ 55.80 |
Expected warrant term | 5 years 1 month | 2 years | 5 years 6 months | 2 years 9 months 18 days |
Risk-free interest rate | 2.54% | 1.27% | 2.21% | 1.20% |
Expected volatility (as a percent) | 116.00% | 98.00% | 116.00% | 94.00% |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities (Detail) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Liabilities: | |||
Derivative financial instruments-warrants | $ 779,076 | $ 649,387 | $ 834,940 |
Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | 23,978,022 | ||
Recurring basis | Estimate of Fair Value Measurement | |||
Assets: | |||
Money market fund | 6,840,505 | 8,309,964 | 12,095,620 |
Total Assets | 6,840,505 | 8,309,964 | 37,272,146 |
Liabilities: | |||
Derivative financial instruments-warrants | 779,076 | 649,387 | 834,940 |
Total Liabilities | 779,076 | 649,387 | 834,940 |
Recurring basis | Estimate of Fair Value Measurement | Scenario, Previously Reported [Member] | |||
Assets: | |||
Money market fund | 4,522,631 | ||
Total Assets | 4,522,631 | ||
Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Estimate of Fair Value Measurement | |||
Assets: | |||
Money market fund | 6,840,505 | 8,309,964 | 12,095,620 |
Total Assets | 6,840,505 | 8,309,964 | 12,095,620 |
Liabilities: | |||
Derivative financial instruments-warrants | 0 | 0 | 0 |
Total Liabilities | 0 | 0 | 0 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Estimate of Fair Value Measurement | Scenario, Previously Reported [Member] | |||
Assets: | |||
Money market fund | 4,522,631 | ||
Total Assets | 4,522,631 | ||
Recurring basis | Significant Other Observable Inputs (Level 2) | Estimate of Fair Value Measurement | |||
Assets: | |||
Money market fund | 0 | 0 | 0 |
Total Assets | 0 | 0 | 25,176,526 |
Liabilities: | |||
Derivative financial instruments-warrants | 0 | 0 | 0 |
Total Liabilities | 0 | 0 | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | Estimate of Fair Value Measurement | |||
Assets: | |||
Money market fund | 0 | 0 | 0 |
Total Assets | 0 | 0 | 0 |
Liabilities: | |||
Derivative financial instruments-warrants | 779,076 | 649,387 | 834,940 |
Total Liabilities | $ 779,076 | 649,387 | 834,940 |
Corporate debt securities | Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | 14,160,686 | ||
Corporate debt securities | Recurring basis | Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | 14,160,686 | ||
Corporate debt securities | Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | 0 | ||
Corporate debt securities | Recurring basis | Significant Other Observable Inputs (Level 2) | Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | 14,160,686 | ||
Corporate debt securities | Recurring basis | Significant Unobservable Inputs (Level 3) | Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | 0 | ||
Commercial paper | Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | 1,195,444 | ||
Commercial paper | Recurring basis | Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | 2,393,948 | ||
Commercial paper | Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | 0 | ||
Commercial paper | Recurring basis | Significant Other Observable Inputs (Level 2) | Cash and Cash Equivalents | |||
Assets: | |||
Short-term Investments | $ 1,198,504 | ||
Commercial paper | Recurring basis | Significant Other Observable Inputs (Level 2) | Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | 2,393,948 | ||
Commercial paper | Recurring basis | Significant Unobservable Inputs (Level 3) | Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | 0 | ||
U.S. treasury securities | Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | 8,621,892 | ||
U.S. treasury securities | Recurring basis | Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | 8,621,892 | ||
U.S. treasury securities | Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | 0 | ||
U.S. treasury securities | Recurring basis | Significant Other Observable Inputs (Level 2) | Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | 8,621,892 | ||
U.S. treasury securities | Recurring basis | Significant Unobservable Inputs (Level 3) | Estimate of Fair Value Measurement | |||
Assets: | |||
Short-term Investments | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Level 3 Liabilities (Detail) - Warrants - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of the beginning and ending balances | |||
Balance at the beginning of the period | $ 649,387 | $ 834,940 | $ 3,297,077 |
Issuance of Deriviative financial Instruments | 3,215,519 | ||
Realized (gains) or losses | 129,689 | ||
Unrealized (gains) or losses | (3,401,072) | (2,462,137) | |
Balance at the end of the period | $ 779,076 | $ 649,387 | $ 834,940 |
Debt - Equipment Line of Credit
Debt - Equipment Line of Credit (Detail) - Line of Credit - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Nov. 30, 2015 | Mar. 31, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | |||
Line of credit borrowing capacity (up to) | $ 2,000,000 | ||
Interest rate at end of period | 6.00% | 5.75% | |
Line of credit facility period for principal and interest payments after date of advance | 36 months | ||
Final payment of total amounts borrowed, percentage | 7.00% | ||
Line of credit balance | $ 1,174,989 | $ 1,331,515 | |
Interest expenses recorded | $ 24,236 | $ 232,765 | |
Prime Rate | |||
Line of Credit Facility [Line Items] | |||
Interest above base rate | 1.25% |
Debt - Loan and Security Agreem
Debt - Loan and Security Agreement (Detail) | Jun. 06, 2017USD ($) | Jul. 20, 2016$ / sharesshares | Jun. 30, 2017USD ($) | Nov. 30, 2015 | Jun. 30, 2014USD ($)Intangible_Assetsshares | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)shares | Jun. 30, 2015$ / sharesshares |
Secured Debt | ||||||||
Debt | ||||||||
Number of common shares that can be purchased upon exercise of warrant | shares | 3,562 | 2,583 | 6,144 | |||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 58.08 | |||||||
Warrant exercisable term | 10 years | |||||||
Payment for debt extinguishment | $ 16,668,583 | |||||||
Prepayment fee | $ 450,000 | |||||||
Less discount | 400,562 | |||||||
Unamortized portion of final fee upon repayment | $ 738,196 | |||||||
Interest expenses recorded | $ 801,173 | |||||||
Line of Credit | ||||||||
Debt | ||||||||
Interest expenses recorded | $ 24,236 | $ 232,765 | ||||||
Line of Credit | Secured Debt | ||||||||
Debt | ||||||||
Face value of term loan | $ 15,000,000 | |||||||
Number of banks with which agreement is entered | Intangible_Assets | 2 | |||||||
Number of common shares that can be purchased upon exercise of warrant | shares | 7,123 | |||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 42.12 | |||||||
Exercisable term | 10 years | |||||||
Line of Credit | Secured Debt | Minimum | ||||||||
Debt | ||||||||
Interest rate (as a percent) | 7.25% | |||||||
Prime Rate | Line of Credit | ||||||||
Debt | ||||||||
Interest rate above reference rate | 1.25% | |||||||
Prime Rate | Line of Credit | Secured Debt | ||||||||
Debt | ||||||||
Interest rate above reference rate | 3.75% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating loss carryforwards (NOLs) | ||
Tax rate change | $ 21,454,000 | $ 0 |
Interest and/or penalties incurred | 0 | |
Federal | ||
Operating loss carryforwards (NOLs) | ||
NOLs | 130,500,000 | |
Tax rate change | 19,500,000 | |
California Franchise Tax Board | ||
Operating loss carryforwards (NOLs) | ||
NOLs | 72,100,000 | |
R&D credits | Federal | ||
Operating loss carryforwards (NOLs) | ||
Tax credits | 2,000,000 | |
R&D credits | California Franchise Tax Board | ||
Operating loss carryforwards (NOLs) | ||
Tax credits | $ 1,100,000 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
State | $ 1 | $ 0 |
Total current provision | 1 | 0 |
Deferred: | ||
Federal | 9,781 | (14,035) |
State | 3,171 | (2,443) |
Foreign | 0 | (114) |
Total deferred expense (benefit) | 12,952 | (16,592) |
Valuation allowance | (12,953) | 16,592 |
Provision for income taxes | $ 0 | $ 0 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Company's Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Tax computed at the federal statutory rate | $ (8,591) | $ (13,206) |
State tax, net of federal tax benefit | (697) | (2,286) |
Foreign tax | 0 | (114) |
Permanent Items | (706) | (114) |
Tax credits | (431) | (1,276) |
Valuation allowance increase | (11,029) | 16,996 |
Tax rate change | 21,454 | 0 |
Provision for income taxes | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Tax computed at the federal statutory rate | 34.00% | 34.00% |
State tax, net of federal tax benefit | 3.00% | 6.00% |
Foreign tax | 0.00% | 0.00% |
Permanent Items | 3.00% | 0.00% |
Tax credits | 2.00% | 3.00% |
Valuation allowance increase | 43.00% | (43.00%) |
Tax rate change | (85.00%) | 0.00% |
Provision for income taxes | 0.00% | 0.00% |
Income Taxes - Significant Co62
Income Taxes - Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Tax loss carryforwards | $ 29,713 | $ 41,502 |
Research and development credits and other tax credits | 3,084 | 2,817 |
Stock-based compensation | 3,565 | 4,658 |
Other | 945 | 1,283 |
Total deferred tax assets | 37,307 | 50,260 |
Valuation allowance | (37,307) | (50,260) |
Net deferred tax asset | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Research and Development Agreements (Detail) - Norviano - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Other Commitments [Line Items] | ||
Licensing and distribution rights commitment | $ 1,000,000 | $ 1,000,000 |
Licensing Agreements | ||
Other Commitments [Line Items] | ||
Research and development expense | $ 2,000,000 | |
Research and Development Arrangement | In research and development expenses | ||
Other Commitments [Line Items] | ||
Research and development expense | $ 200,000 |
Commitments and Contingencies64
Commitments and Contingencies - Litigation (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)Defendant | |
Loss Contingencies [Line Items] | |
Estimated litigation liability | $ 2,100 |
Former CEO and CFO | |
Loss Contingencies [Line Items] | |
Number of defendants | Defendant | 2 |
Amount awarded to other party | $ 975 |
Commitments and Contingencies65
Commitments and Contingencies - Lease Agreements (Detail) | Jun. 11, 2015USD ($)ft² | Nov. 30, 2015USD ($)ft² | Mar. 31, 2018USD ($)ft² | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |||||
Area under lease (in square feet) | ft² | 26,100 | 2,300 | 26,100 | ||
Monthly lease rent | $ 68,000 | $ 3,100 | $ 68,000 | ||
Rent expense | $ 663,000 | $ 602,000 |
Commitments and Contingencies66
Commitments and Contingencies - Non-Cancelable Lease Agreements (Detail) | Dec. 31, 2017USD ($) |
Operating Leases | |
2,018 | $ 881,815 |
2,019 | 906,879 |
2,020 | 931,457 |
2,021 | 959,401 |
2,022 | 0 |
Thereafter | 0 |
Total | 3,679,552 |
Sublease Income | |
2,018 | (216,504) |
2,019 | (183,124) |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
Thereafter | 0 |
Total | (399,628) |
Net Operating Leases | |
2,018 | 665,311 |
2,019 | 723,755 |
2,020 | 931,457 |
2,021 | 959,401 |
2,022 | 0 |
Thereafter | 0 |
Total | $ 3,279,924 |
Commitments and Contingencies67
Commitments and Contingencies - Public Offering and Controlled Equity Offering and Database Usage - Additional Information (Detail) - USD ($) | Jan. 25, 2013 | Dec. 31, 2017 | Mar. 15, 2017 |
Other Commitments [Line Items] | |||
Proceeds from the sale of common stock | $ 110,000 | ||
Maximum | Public Offering and Controlled Equity Offering | |||
Other Commitments [Line Items] | |||
Aggregate initial offering price | $ 20,698,357 | ||
Selling Agents | Public Offering and Controlled Equity Offering | |||
Other Commitments [Line Items] | |||
Commission as a percentage of gross proceeds | 3.00% | ||
Selling Agents | Maximum | Public Offering and Controlled Equity Offering | |||
Other Commitments [Line Items] | |||
Aggregate initial offering price | $ 30,000,000 |
Employee Benefit Plan (Detail)
Employee Benefit Plan (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Defined Contribution Plan | |
Threshold age to be eligible to make catch-up contributions to the plan per IRS code | 50 years |
Restructuring Charges (Detail)
Restructuring Charges (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 0 | $ 1,719,804 | $ 2,174,251 | $ 790,438 |
Allocated stock-based compensation | $ (1,406,131) | $ (920,799) | (4,012,585) | $ (7,504,316) |
Restructuring Reserve | 262,000 | |||
Employee Severance | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1,100,000 | |||
Allocated stock-based compensation | 125,000 | |||
Impaired Long-Lived Assets | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 485,000 |
Related Party Transactions (Det
Related Party Transactions (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Other Affiliates | ||
Related Party Transaction [Line Items] | ||
Legal fees | $ 650,000 | $ 537,000 |
Selected Quarterly Financial 71
Selected Quarterly Financial Data (Unaudited) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | |||||||||||
Revenues | $ 100,136 | $ 185,000 | $ 123,000 | $ 102,000 | $ 95,038 | $ 68,000 | $ 89,000 | $ 104,000 | $ 120,000 | $ 505,404 | $ 381,072 |
Operating expenses | 4,755,159 | 3,969,000 | 5,921,000 | 5,990,000 | 10,220,684 | 9,850,000 | 10,013,000 | 10,084,000 | 10,579,000 | 26,101,201 | 40,526,683 |
Net loss attributable to common stockholders | $ (4,792,237) | $ (2,576,000) | $ (4,298,000) | $ (8,052,000) | $ (10,005,597) | $ (8,554,000) | $ (10,197,000) | $ (10,208,000) | $ (10,269,000) | $ (24,930,984) | $ (39,227,959) |
Net loss per common share - basic (in dollars per share) | $ (1.04) | $ (0.77) | $ (1.41) | $ (3.12) | $ (3.88) | $ (3.35) | $ (4.03) | $ (4.09) | $ (4.14) | $ (8.63) | $ (15.60) |
Net loss per common share - diluted (in dollars per share) | $ (1.04) | $ (0.77) | $ (1.41) | $ (3.12) | $ (3.88) | $ (3.34) | $ (4.03) | $ (4.09) | $ (4.09) | $ (8.63) | $ (15.55) |
Shares used in the calculation of net loss attributable to common stockholders - basic (in shares) | 4,613,704 | 3,348,506 | 3,038,806 | 2,582,645 | 2,580,085 | 2,553,287 | 2,528,315 | 2,496,504 | 2,479,599 | 2,890,031 | 2,514,570 |
Shares used in the calculation of net loss attributable to common stockholders - diluted (in shares) | 4,613,704 | 3,348,506 | 3,038,806 | 2,582,645 | 2,580,085 | 2,559,329 | 2,528,315 | 2,496,504 | 2,509,032 | 2,890,031 | 2,523,439 |
Subsequent Events (Detail)
Subsequent Events (Detail) - Subsequent Event | Jun. 01, 2018 | Apr. 06, 2018USD ($) |
Subsequent Event [Line Items] | ||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.08333 | |
Line of Credit | ||
Subsequent Event [Line Items] | ||
Repayments of debt | $ 1,100,000 |
Revenue (Detail)
Revenue (Detail) - USD ($) | Jan. 01, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||
Accumulated deficit | $ (177,728,501) | $ (173,046,186) | $ (148,115,202) | $ (173,046,186) | $ (148,115,202) | ||||||||
Assets | 10,408,519 | 12,284,941 | 43,950,411 | 12,284,941 | 43,950,411 | ||||||||
Equity | 4,679,090 | 6,506,107 | 19,768,139 | 6,506,107 | 19,768,139 | $ 48,701,289 | |||||||
Royalty revenue | 49,055 | $ 65,826 | 285,444 | 258,062 | |||||||||
Revenues | 100,136 | $ 185,000 | $ 123,000 | $ 102,000 | $ 95,038 | $ 68,000 | $ 89,000 | $ 104,000 | $ 120,000 | 505,404 | $ 381,072 | ||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | |||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||
Accumulated deficit | $ 109,922 | ||||||||||||
Unbilled receivables | $ 109,922 | ||||||||||||
Assets | 30,667 | ||||||||||||
Equity | 30,667 | ||||||||||||
Royalty revenue | 18,326 | $ (77,589) | |||||||||||
Revenues | $ 59,263 | ||||||||||||
Earnings per share-basic and diluted (in USD per share) | $ 0.012 | ||||||||||||
Minimum | |||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||
Duration to cancel agreements | 60 days | ||||||||||||
Recognize minimum royalty revenue, duration in future | 60 days | ||||||||||||
Maximum | |||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||
Duration to cancel agreements | 90 days | ||||||||||||
Recognize minimum royalty revenue, duration in future | 90 days | ||||||||||||
Performance Obligation | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | |||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||
Accumulated deficit | $ (32,000) | ||||||||||||
Royalty Arrangement | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | |||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||||||||||||
Accumulated deficit | $ (78,000) |