Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 28, 2017 | |
Document and Entity Information | ||
Entity Registrant Name | Trovagene, Inc. | |
Entity Central Index Key | 1,213,037 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 30,973,000 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 10,183,460 | $ 13,915,094 |
Short-term investments | 18,619,712 | 23,978,022 |
Accounts receivable | 80,348 | 100,460 |
Prepaid expenses and other assets | 845,845 | 956,616 |
Total current assets | 29,729,365 | 38,950,192 |
Property and equipment, net | 3,567,064 | 3,826,915 |
Other assets | 628,640 | 1,173,304 |
Total Assets | 33,925,069 | 43,950,411 |
Current liabilities: | ||
Accounts payable | 968,385 | 1,130,536 |
Accrued expenses | 3,830,741 | 4,021,365 |
Deferred rent | 285,246 | 285,246 |
Current portion of long-term debt | 3,873,438 | 2,360,109 |
Total current liabilities | 8,957,810 | 7,797,256 |
Long-term debt, less current portion | 12,699,739 | 14,176,359 |
Derivative financial instruments—warrants | 279,434 | 834,940 |
Deferred rent, net of current portion | 1,307,598 | 1,373,717 |
Total Liabilities | 23,244,581 | 24,182,272 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity | ||
Preferred stock, $0.001 par value, 20,000,000 shares authorized; 60,600 shares outstanding at March 31, 2017 and December 31, 2016; designated as Series A Convertible Preferred Stock with liquidation preference of $606,000 at March 31, 2017 and December 31, 2016 | 60 | 60 |
Common stock, $0.0001 par value, 150,000,000 shares authorized; 30,967,791 and 30,696,791 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 3,098 | 3,070 |
Additional paid-in capital | 168,811,755 | 167,890,984 |
Accumulated other comprehensive loss | (13,626) | (10,773) |
Accumulated deficit | (158,120,799) | (148,115,202) |
Total stockholders’ equity | 10,680,488 | 19,768,139 |
Total liabilities and stockholders’ equity | $ 33,925,069 | $ 43,950,411 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares outstanding | 60,600 | 60,600 |
Series A Convertible Preferred Stock, liquidation preference (in dollars) | $ 606 | $ 606 |
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 30,967,791 | 30,696,791 |
Common stock, shares outstanding | 30,967,791 | 30,696,791 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Royalties | $ 65,826 | $ 112,868 |
Diagnostic services | 28,862 | 7,618 |
Clinical research services | 350 | 0 |
Total revenues | 95,038 | 120,486 |
Costs and expenses: | ||
Cost of revenues | 616,426 | 309,271 |
Research and development | 4,279,830 | 3,208,064 |
Selling and marketing | 1,407,985 | 3,057,552 |
General and administrative | 2,196,639 | 4,004,247 |
Restructuring charges | 1,719,804 | 0 |
Total operating expenses | 10,220,684 | 10,579,134 |
Loss from operations | (10,125,646) | (10,458,648) |
Net interest expense | (429,397) | (337,620) |
Gain from change in fair value of derivative financial instruments—warrants | 555,506 | 533,750 |
Net loss | (9,999,537) | (10,262,518) |
Preferred stock dividend | (6,060) | (6,060) |
Net loss attributable to common stockholders | $ (10,005,597) | $ (10,268,578) |
Net loss per common share - basic (in USD per share) | $ (0.32) | $ (0.35) |
Net loss per common share - diluted (in USD per share) | $ (0.32) | $ (0.36) |
Weighted average shares outstanding — basic (in shares) | 30,961,014 | 29,755,184 |
Weighted average shares outstanding — diluted (in shares) | 30,961,014 | 30,108,377 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Statement - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (9,999,537) | $ (10,262,518) |
Other comprehensive loss: | ||
Foreign currency translation loss | (2,399) | (651) |
Unrealized loss on securities available-for-sale | (454) | 0 |
Total other comprehensive loss | (2,853) | (651) |
Total comprehensive loss | (10,002,390) | (10,263,169) |
Preferred stock dividend | (6,060) | (6,060) |
Comprehensive loss attributable to common stockholders | $ (10,008,450) | $ (10,269,229) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities | ||
Net loss | $ (9,999,537) | $ (10,262,518) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Impairment loss | 485,000 | 0 |
Depreciation and amortization | 330,968 | 156,821 |
Stock based compensation expense | 920,799 | 2,811,108 |
Accretion of final fee premium | 125,012 | 93,062 |
Amortization of discount on debt | 68,223 | 27,631 |
Amortization of premiums on short-term investments | 10,877 | 0 |
Deferred rent | (66,119) | 0 |
Interest income accrued on short-term investments | 151,583 | 0 |
Change in fair value of derivative financial instruments—warrants | (555,506) | (533,750) |
Changes in operating assets and liabilities: | ||
Decrease in other assets | 0 | 2,761 |
Decrease in accounts receivable | 20,112 | 36,801 |
Decrease (increase) in prepaid expenses | 110,957 | (51,272) |
(Decrease) increase in accounts payable and accrued expenses | (360,577) | 1,072,343 |
Decrease in other liabilities | 0 | (268,694) |
Net cash used in operating activities | (8,758,208) | (6,915,707) |
Investing activities: | ||
Capital expenditures, net | (11,452) | (352,023) |
Maturities of short-term investments | 14,000,000 | 0 |
Purchases of short-term investments | (8,804,604) | 0 |
Net cash provided by (used in) investing activities | 5,183,944 | (352,023) |
Financing activities: | ||
Proceeds from exercise of options | 0 | 133,613 |
Borrowings under equipment line of credit | 0 | 550,297 |
Repayments of long-term debt | 0 | (919,864) |
Repayments of equipment line of credit | (156,526) | 0 |
Net cash used in financing activities | (156,526) | (235,954) |
Effect of exchange rate changes on cash and cash equivalents | (844) | (34) |
Net change in cash and equivalents | (3,731,634) | (7,503,718) |
Cash and cash equivalents—Beginning of period | 13,915,094 | 67,493,047 |
Cash and cash equivalents—End of period | 10,183,460 | 59,989,329 |
Supplementary disclosure of cash flow activity: | ||
Cash paid for interest | 300,040 | 276,214 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Preferred stock dividends accrued | 6,060 | 6,060 |
Leasehold improvements paid for by lessor | $ 0 | $ 1,860,000 |
Organization and Basis of Prese
Organization and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Business Organization and Overview Trovagene, Inc. (“Trovagene” or the “Company”) is a precision medicine biotechnology company headquartered in San Diego, California. The Company’s primary focus is to develop oncology therapeutics for improved cancer care by leveraging its proprietary Precision Cancer Monitoring® (“PCM”) diagnostic technology in tumor genomics. The Company’s PCM technology allows for detection and quantitation of oncogene mutations in cancer patients for improved disease management. Trovagene’s Trovera™ liquid biopsy test, which utilizes PCM technology, is designed to provide important clinical information beyond the current standard of care. Trovagene has broad intellectual property and proprietary technology to measure circulating tumor DNA (“ctDNA”) in urine and blood to identify and quantify clinically actionable markers for predicting response to cancer therapeutics. Trovagene offers its PCM technology at its Clinical Laboratory Improvement Amendments (“CLIA”)-certified/College of American Pathologists (“CAP”)-accredited laboratory and plans to continue to vertically integrate its PCM technology with precision cancer therapeutics. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of Trovagene, which include its wholly owned subsidiary, Trovagene, Srl, 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. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations. The unaudited interim condensed consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair statement of the results for the periods presented. All such adjustments are of a normal and recurring nature. The operating results presented in these unaudited interim condensed consolidated financial statements are not necessarily indicative of the results that may be expected for any future periods. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, 2016 included in the Company’s annual report on Form 10-K filed with the SEC on March 15, 2017. Liquidity Trovagene’s condensed consolidated financial statements as of March 31, 2017 have been prepared under the assumption that Trovagene will continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional equity or debt financing, attain further operating efficiencies and, ultimately, to generate additional revenue. The 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 may 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 raise additional capital, increase revenue, 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 by leveraging capabilities within our CLIA lab, as well as monetizing our proprietary NextCollect™ DNA collection and preservation cup; • Reducing operating costs by identifying internal synergies; • Engaging in strategic partnerships; and • Taking actions to reduce or delay capital expenditures. The Company continually assesses any spending plans, including a review of its discretionary spending in connection with certain strategic contracts, to effectively and efficiently address its liquidity needs. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with 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. 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, as the sale of such securities may be required prior to maturity to execute management strategies. Investments classified as available-for-sale are carried at fair value, with the unrealized gains and losses reported as a component of consolidated accumulated other comprehensive income (loss) in stockholders’ equity until realized. Realized gains and losses from the sale of available-for-sale securities, if any, are determined on a specific identification basis. A decline in the market value of any available-for-sale security below cost that is determined to be other than temporary will result in an impairment charge to earnings and a new cost basis for the security is established. No such impairment charges were recorded for any period presented. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the straight-line method and included in interest income. Interest income is recognized when earned. Realized gains and losses on investments in securities will be included in other income (loss) within the consolidated statements of operations. There were no realized gains and losses for the three months ended March 31, 2017 . Revenue Recognition Revenue is recognized when persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed or determinable, and collection is reasonably assured. Milestone, 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 nonrefundable license fees pursuant to agreements under which the Company has no continuing performance obligations are recognized as revenues on the effective date of the agreement and when collection is reasonably assured. • Minimum royalties are recognized as earned, and royalties 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. • Milestone payments are recognized when both the milestone is achieved and the related payment is received. 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 and, in some cases, from hospitals or referring laboratories who, in turn, might bill third-party payors for testing. The Company is recognizing diagnostic service revenue on the cash collection basis until such time as it is able to properly estimate collections on third party reimbursements. 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. Cost of Revenue Cost of revenue represents the cost of materials, personnel costs and 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. 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 (“ASC 815”) and are recorded at their fair market value as of each reporting period. Such warrants do not meet the exemption that a contract should not be considered a derivative instrument if it is (1) indexed to its own stock and (2) classified in stockholders’ equity. Changes in fair value of derivative liabilities are recorded in the consolidated statement of operations under the caption “Change in fair value of derivative instruments.” The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding the volatility of Trovagene’s common stock price, the remaining life of the warrant, 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 (“ASC 820”). At March 31, 2017 , and December 31, 2016 , the fair value of these warrants was $279,434 and $834,940 , respectively, and was recorded as a liability under the caption “derivative financial instruments — warrants” on the consolidated balance sheet. Net Loss Per Share Basic and diluted net loss per share is presented in conformity with FASB ASC Topic 260, Earnings per Share , for all periods presented. In accordance with this guidance, basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. Preferred dividends are included in income available to common stockholders in the computation of basic and diluted earnings per share. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and common share equivalents outstanding for the period. Common share equivalents are only included when their effect is dilutive. The following table sets forth the computation of basic and diluted earnings per share: Three Months 2017 2016 Numerator: Net loss attributable to common shareholders $ (10,005,597 ) $ (10,268,578 ) Adjustment for (gain) loss from change in fair value of derivative financial instruments — warrants — (533,750 ) Net loss used for diluted loss per share $ (10,005,597 ) $ (10,802,328 ) Denominator for basic and diluted net loss per share: Weighted-average shares used to compute basic loss per share 30,961,014 29,755,184 Adjustments to reflect assumed exercise of warrants — 353,193 Weighted-average shares used to compute diluted net loss per share 30,961,014 30,108,377 Net loss per share attributable to common stockholders: Basic $ (0.32 ) $ (0.35 ) Diluted $ (0.32 ) $ (0.36 ) 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, 2017 2016 Options to purchase Common Stock 4,687,566 8,117,024 Warrants to purchase Common Stock 5,505,901 4,515,947 Restricted Stock Units 976,991 — Series A Convertible Preferred Stock 63,125 63,125 11,233,583 12,696,096 License Fees The Company expenses amounts paid to acquire licenses associated with products under development when the ultimate recoverability of the amounts paid is uncertain and the technology has no alternative future use when acquired. Acquisitions of technology licenses are charged to expense or capitalized based upon management’s assessment regarding the ultimate recoverability of the amounts paid and the potential for alternative future use. The Company has determined that technological feasibility for its product candidates is reached when the requisite regulatory approvals are obtained to make the product available for sale. Restructuring Restructuring costs are included in loss from operations in the condensed consolidated statements of operations. The Company has accounted for these costs in accordance with ASC Topic 420, Exit or Disposal Cost Obligations . One-time termination benefits are recorded at the time they are communicated to the affected employees. In March 2017, the Company announced a restructuring plan which is expected to be completed in the second quarter of 2017. See Note 10 to the condensed consolidated financial statements for further information. Change in Accounting Principle In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which aims to simplify the accounting for share-based payment transactions, including accounting for income taxes, classification on the statement of cash flows, accounting for forfeitures, and classification of awards as either liabilities or equity. In addition, under the ASU 2016-09, excess income tax benefits from share-based compensation arrangements are classified as cash flow from operations, rather than cash flow from financing activities. The Company adopted ASU 2016-09 as of January 1, 2017 and has elected to continue estimating forfeitures based on historical experience. The adoption of ASU 2016-09 did not have a material impact on the Company’s financial statements. Recent Accounting Pronouncements In August 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which includes amendments that clarify how certain cash receipts and cash payments are presented in the statement of cash flows. ASU 2016-15 also provides guidance clarifying when an entity should separate cash receipts and cash payments and classify them into more than one class of cash flows. The new amendments and guidance are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted provided that all amendments are adopted in the same period. The Company is currently evaluating the impact of adoption of ASU 2016-15 on its consolidated statements of cash flows. In February 2016, the FASB issued ASU 2016-02, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for most leases. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The new standard will impact the Company’s accounting for its office leases and the Company is currently evaluating the impact of the new standard on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The new standard is based on the principal that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Since its initial release, FASB has issued several amendments to the standard, which include clarification of accounting guidance related to identification of performance obligations, intellectual property licenses, and principal versus agent considerations. ASU 2014-09 and all subsequent amendments (collectively, the “new standards”) will be effective for the Company beginning in the first quarter of fiscal year 2018 and may be applied using either the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. To date, the Company has derived its revenues from a limited number of royalty, license and diagnostic service agreements. The consideration the Company is eligible to receive under these agreements includes upfront payments, milestone payments and royalties. Each of its collaboration agreements has unique terms that will need to be evaluated separately under the new standards. The Company has started its preliminary assessment of its active license and collaboration agreements. 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, which generally results in recognition of milestone revenue in the period that the milestone event is achieved. However, under the new accounting standards, it is possible to start to recognize milestone revenue before the milestone is achieved if management determines with a high degree of certainty that amounts recorded as revenues will not have to be reversed when the uncertainty associated with the variable consideration is subsequently resolved. In addition, the current accounting standards include a presumption that revenue from upfront non-refundable fees are recognized ratably over the performance period, unless another attribution method is determined to more closely approximate the delivery of the goods or services to the customer. The new accounting standards will require entities to determine an appropriate attribution method using either output or input methods and do not include a presumption that entities would default to ratable attribution approach. The Company is continuing to assess the impact these items will have on its financial statements. The Company is completing its initial assessment of the new standards, including a high level review of the Company’s contract portfolio and revenue streams, particularly around royalty revenues, to identify potential differences in accounting as a result of the new standards. The Company expects to adopt the new standards using the modified retrospective method with an adjustment, if any, to beginning retained earnings for the cumulative effect of the change. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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, 2017 and December 31, 2016 : Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Money market fund (1) $ 8,707,706 $ — $ — $ 8,707,706 Corporate debt securities (2) — 3,743,945 — 3,743,945 Commercial paper (3) — 7,272,879 — 7,272,879 U.S. treasury securities (2) — 8,602,627 — 8,602,627 Total Assets $ 8,707,706 $ 19,619,451 $ — $ 28,327,157 Liabilities: Derivative financial instruments — warrants $ — $ — $ 279,434 $ 279,434 Total Liabilities $ — $ — $ 279,434 $ 279,434 Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) 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 — warrants $ — $ — $ 834,940 $ 834,940 Total Liabilities $ — $ — $ 834,940 $ 834,940 (1) Included as a component of cash and cash equivalents on the accompanying condensed consolidated balance sheets. (2) Included in short-term investments on the accompanying condensed consolidated balance sheets. (3) $999,739 and $1,198,504 of commercial paper was included as a component of cash and cash equivalents at March 31, 2017 and December 31, 2016 , respectively, and the remaining amount was included in short-term investments on the accompanying 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, 2017 : Description Balance at Unrealized Gain Balance at Derivative financial instruments — warrants $ 834,940 $ (555,506 ) $ 279,434 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. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments that trade infrequently and therefore have little or no price transparency are classified as Level 3. |
Short-Term Investments
Short-Term Investments | 3 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Short-Term Investments | Short-Term Investments The following table sets forth the composition of securities available-for-sale as of March 31, 2017 and December 31, 2016 . March 31, 2017 Unrealized Maturity in Years Cost Gains Losses Fair Value Corporate debt securities Less than 1 year $ 3,747,683 $ — $ (3,738 ) $ 3,743,945 Commercial paper Less than 1 year 6,273,140 — — 6,273,140 U.S. treasury securities Less than 1 year 8,608,408 — (5,781 ) 8,602,627 Total Investment $ 18,629,231 $ — $ (9,519 ) $ 18,619,712 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
Property and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consist of the following: As of March 31, As of December 31, Furniture and office equipment $ 1,144,741 $ 1,144,741 Leasehold improvements 1,994,514 1,994,514 Laboratory equipment 2,461,097 2,449,645 5,600,352 5,588,900 Less—accumulated depreciation and amortization (2,033,288 ) (1,761,985 ) Property and equipment, net $ 3,567,064 $ 3,826,915 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 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 March 31, 2017 , the interest rate was 5.25% . 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. As of March 31, 2017 , the Company was in compliance with all covenants. As of March 31, 2017 , amounts due under the Equipment Line of Credit included $626,104 in current liabilities and $1,084,537 in long-term liabilities, which includes $41,030 of final fee premium accretion. The Company recorded $30,267 in interest expense related to the Equipment Line of Credit during the three months ended March 31, 2017 . Future principal payments of long-term debt at March 31, 2017 are as follows: March 31, 2018 $ 626,104 2019 626,104 2020 417,403 Total principal 1,669,611 Plus final fee premium accretion 41,030 Total long-term obligations $ 1,710,641 Loan and Security Agreement In June 2014, the Company entered into a $15,000,000 loan and security agreement (“Agreement”) under which the lenders provided the Company a term loan. The loan is secured by a security interest in all of the Company’s assets except intellectual property, which is subject to a negative pledge. In connection with the loan, the lenders received a warrant to purchase an aggregate 85,470 shares of the Company’s common stock at an exercise price of $3.51 per share exercisable for ten years from the date of issuance. 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, interest is equal to 3.75% plus the Wall Street Journal Prime Rate, subject to a floor of 7.25% . At March 31, 2017 , the interest rate was 7.75% . 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 30,992 shares of the Company’s common stock at an exercise price of $4.84 per share exercisable for ten years from the date of issuance. The fair value of the warrants, totaling $148,885 , was recorded as debt discount and additional paid-in capital as the warrants were equity classified. As of March 31, 2017 , warrants to purchase 73,727 shares of common stock remains outstanding, of which 42,735 of these warrants were in connection with the original Agreement. At the Company’s option, it may prepay all of the outstanding principal balance, subject to certain pre-payment fees ranging from 1% to 3% of the prepayment amount. In the event of a final payment of the loans under the Amendment, either in the event of repayment of the loan at maturity or upon any prepayment, the Company is obligated to pay the final fee of $1,125,000 . The Company is also subject to certain affirmative and negative covenants under the Agreement, including limitations on its ability to undergo certain change of control events, and is required to maintain its primary operating, deposit and securities accounts with the lender. In addition, the Company is required to be in compliance with healthcare laws and regulations and terms and conditions of healthcare permits. The Company was in compliance with all covenants as of March 31, 2017 . As of March 31, 2017 , amounts due under the Agreement include $3,247,334 in current liabilities, which include $252,666 of current portion of debt discount, and $11,615,202 in long-term liabilities, which include $308,654 of final fee premium accretion. The Company recorded $ 465,956 in interest expense related to the Agreement during the three months ended March 31, 2017 . Future principal payments of long-term debt at March 31, 2017 are as follows: March 31, 2018 $ 3,500,000 2019 6,000,000 2020 5,500,000 Total principal 15,000,000 Less discount (446,118 ) Plus final fee premium accretion 308,654 Total long-term obligations $ 14,862,536 |
Derivative Financial Instrument
Derivative Financial Instruments - Warrants | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments - Warrants | 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 (“ASC 815-40”), Trovagene determined that certain warrants issued in connection with the execution of certain equity financings must be recorded as derivative liabilities. In accordance with ASC Topic 815-40, the warrants are also being re-measured at each balance sheet date based on estimated fair value, and any resultant change in fair value is being recorded in the Company’s condensed consolidated statements of operations. The Company estimates the fair value of these warrants using the Black-Scholes option pricing model. The range of assumptions used to determine the fair value of the warrants valued using the Black-Scholes option pricing model during the periods indicated was: Three Months Ended March 31, 2017 2016 Estimated fair value of Trovagene common stock $1.15-$2.10 $5.69-$10.15 Expected warrant term 1.8-2.0 years 3.3-3.8 years Risk-free interest rate 1.20-1.27% 0.89-1.01% Expected volatility 94-98% 75-77% 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 (“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 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 — warrants liability balance, valued using the Black-Scholes option pricing method, for the periods indicated. Date Description Number of Warrants Derivative Instrument Liability December 31, 2016 Balance of derivative financial instruments — warrants liability 967,295 $ 834,940 Change in fair value of derivative financial instruments — warrants during the period recognized as a gain in the condensed consolidated statements of operations — (555,506 ) March 31, 2017 Balance of derivative financial instruments — warrants liability 967,295 $ 279,434 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock During the three months ended March 31, 2017 , the Company issued a total of 275,000 shares of Common Stock, all of which 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 2017 2016 Included in research and development expense $ 372,200 $ 398,741 Included in cost of revenue 26,156 18,297 Included in selling and marketing expense 304,532 578,721 Included in general and administrative expense 296,777 1,815,349 Benefit from restructuring (78,866 ) — Total stock-based compensation expense $ 920,799 $ 2,811,108 The unrecognized compensation cost related to non-vested stock options outstanding at March 31, 2017 and 2016 , net of expected forfeitures, was $5,677,247 and $12,118,815 , respectively, which is expected to be recognized over a weighted-average remaining vesting period of 2.6 and 2.8 years , respectively. The weighted-average remaining contractual term of outstanding options as of March 31, 2017 was approximately 7.3 years . The total fair value of stock options vested during the three months ended March 31, 2017 and 2016 was $1,526,211 and $3,348,611 , respectively. 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 2017 (1) 2016 Risk-free interest rate 0 % 1.77 % Dividend yield 0 % 0 % Expected volatility 0 % 76 % Expected term 0 6.1 years (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, 2016 5,528,628 $ 5.49 $ — Granted — — Exercised — — $ — Canceled / Forfeited (841,062 ) $ 6.22 Balance outstanding, March 31, 2017 4,687,566 $ 5.36 $ — Exercisable at March 31, 2017 2,640,484 $ 5.19 $ — On May 17, 2016, the number of authorized shares in the Trovagene 2014 Equity Incentive Plan (“2014 EIP”) was increased to 7,500,000 . As of March 31, 2017 there were 2,563,428 shares available for issuance under the 2014 EIP. Restricted Stock Units The weighted-average grant date fair value of the RSU was $2.05 per share during the three months ended March 31, 2017 . There were no RSUs granted during the three months ended March 31, 2016. A summary of the RSU activity is presented below: Number of Shares Weighted-Average Grant Date Fair Value Per Share Intrinsic Non-vested RSU outstanding, December 31, 2016 272,000 $ 3.99 $ 571,200 Granted 1,339,742 $ 2.05 Vested (275,000 ) $ 3.97 $ 577,350 Forfeited (359,751 ) $ 2.05 Non-vested RSU outstanding, March 31, 2017 976,991 $ 2.05 $ 1,123,540 At March 31, 2017 , total unrecognized compensation cost related to non-vested RSU was $1,603,214 , which is expected to be recognized over a weighted-average period of 3.3 years . The total fair value of RSU vested during the three months ended March 31, 2017 was $1,091,580 . Warrants A summary of warrant activity and changes in warrants outstanding, including both liability and equity classifications is presented below: Total Warrants Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term Balance outstanding, December 31, 2016 5,505,901 $ 3.83 1.6 Balance outstanding, March 31, 2017 5,505,901 $ 3.83 1.4 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Executive and Consulting Agreements The Company has long-term contractual commitments with various consultants and 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 also leases certain lab and office space in Torino, Italy, of approximately 2,300 square feet, at a monthly rental rate of approximately $3,100 through September 30, 2017. Research and Development and Licen se 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, which Trovagene refers to as PCM-075. PCM-075 is an oral, investigative drug and a highly-selective adenosine triphosphate competitive inhibitor of the serine/threonine polo-like-kinase 1 (“PLK 1”). The Company plans to develop PCM-075 initially in patients with acute myeloid leukemia (“AML”). Upon execution of the agreement, the Company paid $2.0 million in license fees which were expensed to research and development costs during the three months ended March 31, 2017 . The Company is committed to pay $1.0 million for future services provided by Nerviano, such as the costs to manufacture drug product, no later than June 30, 2019. Terms of the agreement also provide for the Company to pay royalties based on certain development and sales milestones. The Company has entered into a variety of collaboration and specimen transfer agreements relating to its development efforts. The Company has recorded approximately $88,000 in research and development expense for the three months ended March 31, 2017 relating to services provided by the collaborators in connection with these agreements. 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. Collaborative Arrangement In November 2016, the Company entered into a collaborative development agreement with Boreal Genomics, Inc. (“Boreal”) to co-develop urine and blood ctDNA assay kits and systems and to globally distribute assay kits for use on the Boreal OnTarget™ system in blood and exclusively urine. On March 24, 2017, the Company issued Boreal a written 60 days’ notice to terminate the agreement. During the three months ended March 31, 2017, the Company recorded an approximately $0.5 million impairment loss on license fees in connection with this collaborative arrangement (see Note 10). In addition, the Company incurred approximately $33,000 in research and development expenses for the three months ended March 31, 2017 . 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 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 parties are currently engaged in the discovery process. From time to time, the Company may become involved in various lawsuits and legal proceedings that arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the Company’s business. 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 commission on gross proceeds of up to 3% . No proceeds have been raised in 2017. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 three months ended March 31, 2017 , the Company has incurred approximately $155,000 of legal expenses for services performed by Rutan & Tucker, LLP. |
Restructuring Charges (Notes)
Restructuring Charges (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | 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. The Restructuring is expected to be completed in the second quarter of 2017. The Company estimates that it will incur approximately $2.0 million in charges related to this Restructuring. During the three months ended March 31, 2017 , the Company incurred approximately $1.7 million in restructuring charges which included approximately $1.2 million of personnel termination costs and an approximately $0.5 million charge related to impairment of capitalized license fees. As of March 31, 2017 , approximately $1.3 million of these restructuring costs were included in accrued liabilities in the condensed consolidated balance sheet. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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. |
Investment | 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, as the sale of such securities may be required prior to maturity to execute management strategies. Investments classified as available-for-sale are carried at fair value, with the unrealized gains and losses reported as a component of consolidated accumulated other comprehensive income (loss) in stockholders’ equity until realized. Realized gains and losses from the sale of available-for-sale securities, if any, are determined on a specific identification basis. A decline in the market value of any available-for-sale security below cost that is determined to be other than temporary will result in an impairment charge to earnings and a new cost basis for the security is established. No such impairment charges were recorded for any period presented. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the straight-line method and included in interest income. Interest income is recognized when earned. Realized gains and losses on investments in securities will be included in other income (loss) within the consolidated statements of operations. |
Revenue Recognition | Revenue Recognition Revenue is recognized when persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed or determinable, and collection is reasonably assured. Milestone, 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 nonrefundable license fees pursuant to agreements under which the Company has no continuing performance obligations are recognized as revenues on the effective date of the agreement and when collection is reasonably assured. • Minimum royalties are recognized as earned, and royalties 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. • Milestone payments are recognized when both the milestone is achieved and the related payment is received. 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 and, in some cases, from hospitals or referring laboratories who, in turn, might bill third-party payors for testing. The Company is recognizing diagnostic service revenue on the cash collection basis until such time as it is able to properly estimate collections on third party reimbursements. 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. |
Cost of Revenue | Cost of Revenue Cost of revenue represents the cost of materials, personnel costs and 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. |
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 (“ASC 815”) and are recorded at their fair market value as of each reporting period. Such warrants do not meet the exemption that a contract should not be considered a derivative instrument if it is (1) indexed to its own stock and (2) classified in stockholders’ equity. Changes in fair value of derivative liabilities are recorded in the consolidated statement of operations under the caption “Change in fair value of derivative instruments.” The fair value of warrants is determined using the Black-Scholes option-pricing model using assumptions regarding the volatility of Trovagene’s common stock price, the remaining life of the warrant, 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 (“ASC 820”). |
Net Loss 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 , for all periods presented. In accordance with this guidance, basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted-average common shares outstanding during the period. Preferred dividends are included in income available to common stockholders in the computation of basic and diluted earnings per share. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and common share equivalents outstanding for the period. Common share equivalents are only included when their effect is dilutive. |
License Fees | License Fees The Company expenses amounts paid to acquire licenses associated with products under development when the ultimate recoverability of the amounts paid is uncertain and the technology has no alternative future use when acquired. Acquisitions of technology licenses are charged to expense or capitalized based upon management’s assessment regarding the ultimate recoverability of the amounts paid and the potential for alternative future use. The Company has determined that technological feasibility for its product candidates is reached when the requisite regulatory approvals are obtained to make the product available for sale. |
Restructuring | Restructuring Restructuring costs are included in loss from operations in the condensed consolidated statements of operations. The Company has accounted for these costs in accordance with ASC Topic 420, Exit or Disposal Cost Obligations . One-time termination benefits are recorded at the time they are communicated to the affected employees. |
Recent Accounting Pronouncements | Change in Accounting Principle In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which aims to simplify the accounting for share-based payment transactions, including accounting for income taxes, classification on the statement of cash flows, accounting for forfeitures, and classification of awards as either liabilities or equity. In addition, under the ASU 2016-09, excess income tax benefits from share-based compensation arrangements are classified as cash flow from operations, rather than cash flow from financing activities. The Company adopted ASU 2016-09 as of January 1, 2017 and has elected to continue estimating forfeitures based on historical experience. The adoption of ASU 2016-09 did not have a material impact on the Company’s financial statements. Recent Accounting Pronouncements In August 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”), which includes amendments that clarify how certain cash receipts and cash payments are presented in the statement of cash flows. ASU 2016-15 also provides guidance clarifying when an entity should separate cash receipts and cash payments and classify them into more than one class of cash flows. The new amendments and guidance are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted provided that all amendments are adopted in the same period. The Company is currently evaluating the impact of adoption of ASU 2016-15 on its consolidated statements of cash flows. In February 2016, the FASB issued ASU 2016-02, Leases . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for most leases. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The new standard will impact the Company’s accounting for its office leases and the Company is currently evaluating the impact of the new standard on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). The new standard is based on the principal that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Since its initial release, FASB has issued several amendments to the standard, which include clarification of accounting guidance related to identification of performance obligations, intellectual property licenses, and principal versus agent considerations. ASU 2014-09 and all subsequent amendments (collectively, the “new standards”) will be effective for the Company beginning in the first quarter of fiscal year 2018 and may be applied using either the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. To date, the Company has derived its revenues from a limited number of royalty, license and diagnostic service agreements. The consideration the Company is eligible to receive under these agreements includes upfront payments, milestone payments and royalties. Each of its collaboration agreements has unique terms that will need to be evaluated separately under the new standards. The Company has started its preliminary assessment of its active license and collaboration agreements. 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, which generally results in recognition of milestone revenue in the period that the milestone event is achieved. However, under the new accounting standards, it is possible to start to recognize milestone revenue before the milestone is achieved if management determines with a high degree of certainty that amounts recorded as revenues will not have to be reversed when the uncertainty associated with the variable consideration is subsequently resolved. In addition, the current accounting standards include a presumption that revenue from upfront non-refundable fees are recognized ratably over the performance period, unless another attribution method is determined to more closely approximate the delivery of the goods or services to the customer. The new accounting standards will require entities to determine an appropriate attribution method using either output or input methods and do not include a presumption that entities would default to ratable attribution approach. The Company is continuing to assess the impact these items will have on its financial statements. The Company is completing its initial assessment of the new standards, including a high level review of the Company’s contract portfolio and revenue streams, particularly around royalty revenues, to identify potential differences in accounting as a result of the new standards. The Company expects to adopt the new standards using the modified retrospective method with an adjustment, if any, to beginning retained earnings for the cumulative effect of the change. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
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 2017 2016 Numerator: Net loss attributable to common shareholders $ (10,005,597 ) $ (10,268,578 ) Adjustment for (gain) loss from change in fair value of derivative financial instruments — warrants — (533,750 ) Net loss used for diluted loss per share $ (10,005,597 ) $ (10,802,328 ) Denominator for basic and diluted net loss per share: Weighted-average shares used to compute basic loss per share 30,961,014 29,755,184 Adjustments to reflect assumed exercise of warrants — 353,193 Weighted-average shares used to compute diluted net loss per share 30,961,014 30,108,377 Net loss per share attributable to common stockholders: Basic $ (0.32 ) $ (0.35 ) Diluted $ (0.32 ) $ (0.36 ) |
Schedule of Antidilutive Securities Excluded from the Calculation of Diluted Net 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, 2017 2016 Options to purchase Common Stock 4,687,566 8,117,024 Warrants to purchase Common Stock 5,505,901 4,515,947 Restricted Stock Units 976,991 — Series A Convertible Preferred Stock 63,125 63,125 11,233,583 12,696,096 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of the Company’s Assets and Liabilities that are Measured and Recognized at Fair Value on a Recurring Basis Classified Under the Appropriate Level of the Fair Value Hierarchy | 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, 2017 and December 31, 2016 : Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets: Money market fund (1) $ 8,707,706 $ — $ — $ 8,707,706 Corporate debt securities (2) — 3,743,945 — 3,743,945 Commercial paper (3) — 7,272,879 — 7,272,879 U.S. treasury securities (2) — 8,602,627 — 8,602,627 Total Assets $ 8,707,706 $ 19,619,451 $ — $ 28,327,157 Liabilities: Derivative financial instruments — warrants $ — $ — $ 279,434 $ 279,434 Total Liabilities $ — $ — $ 279,434 $ 279,434 Fair Value Measurements at Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) 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 — warrants $ — $ — $ 834,940 $ 834,940 Total Liabilities $ — $ — $ 834,940 $ 834,940 (1) Included as a component of cash and cash equivalents on the accompanying condensed consolidated balance sheets. (2) Included in short-term investments on the accompanying condensed consolidated balance sheets. (3) $999,739 and $1,198,504 of commercial paper was included as a component of cash and cash equivalents at March 31, 2017 and December 31, 2016 , respectively, and the remaining amount was included in short-term investments on the accompanying consolidated balance sheets. |
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, 2017 : Description Balance at Unrealized Gain Balance at Derivative financial instruments — warrants $ 834,940 $ (555,506 ) $ 279,434 |
Short-Term Investments (Tables)
Short-Term Investments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-sale Securities | The following table sets forth the composition of securities available-for-sale as of March 31, 2017 and December 31, 2016 . March 31, 2017 Unrealized Maturity in Years Cost Gains Losses Fair Value Corporate debt securities Less than 1 year $ 3,747,683 $ — $ (3,738 ) $ 3,743,945 Commercial paper Less than 1 year 6,273,140 — — 6,273,140 U.S. treasury securities Less than 1 year 8,608,408 — (5,781 ) 8,602,627 Total Investment $ 18,629,231 $ — $ (9,519 ) $ 18,619,712 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 (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property and Equipment | Property and equipment consist of the following: As of March 31, As of December 31, Furniture and office equipment $ 1,144,741 $ 1,144,741 Leasehold improvements 1,994,514 1,994,514 Laboratory equipment 2,461,097 2,449,645 5,600,352 5,588,900 Less—accumulated depreciation and amortization (2,033,288 ) (1,761,985 ) Property and equipment, net $ 3,567,064 $ 3,826,915 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Future Principal Payments of Long-Term Debt | Future principal payments of long-term debt at March 31, 2017 are as follows: March 31, 2018 $ 626,104 2019 626,104 2020 417,403 Total principal 1,669,611 Plus final fee premium accretion 41,030 Total long-term obligations $ 1,710,641 Future principal payments of long-term debt at March 31, 2017 are as follows: March 31, 2018 $ 3,500,000 2019 6,000,000 2020 5,500,000 Total principal 15,000,000 Less discount (446,118 ) Plus final fee premium accretion 308,654 Total long-term obligations $ 14,862,536 |
Derivative Financial Instrume24
Derivative Financial Instruments - Warrants (Tables) - Black Scholes Option Pricing Method | 3 Months Ended |
Mar. 31, 2017 | |
Derivative financial instruments | |
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, 2017 2016 Estimated fair value of Trovagene common stock $1.15-$2.10 $5.69-$10.15 Expected warrant term 1.8-2.0 years 3.3-3.8 years Risk-free interest rate 1.20-1.27% 0.89-1.01% Expected volatility 94-98% 75-77% Dividend yield 0 % 0 % |
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 — warrants liability balance, valued using the Black-Scholes option pricing method, for the periods indicated. Date Description Number of Warrants Derivative Instrument Liability December 31, 2016 Balance of derivative financial instruments — warrants liability 967,295 $ 834,940 Change in fair value of derivative financial instruments — warrants during the period recognized as a gain in the condensed consolidated statements of operations — (555,506 ) March 31, 2017 Balance of derivative financial instruments — warrants liability 967,295 $ 279,434 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [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 2017 2016 Included in research and development expense $ 372,200 $ 398,741 Included in cost of revenue 26,156 18,297 Included in selling and marketing expense 304,532 578,721 Included in general and administrative expense 296,777 1,815,349 Benefit from restructuring (78,866 ) — Total stock-based compensation expense $ 920,799 $ 2,811,108 |
Schedule of Assumptions to Estimate Fair Value of Stock Option Awards | 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 2017 (1) 2016 Risk-free interest rate 0 % 1.77 % Dividend yield 0 % 0 % Expected volatility 0 % 76 % Expected term 0 6.1 years (1) No options granted during the three months ended March 31, 2017. |
Summary of Stock Option Activity and of Changes in Stock Options Outstanding | 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, 2016 5,528,628 $ 5.49 $ — Granted — — Exercised — — $ — Canceled / Forfeited (841,062 ) $ 6.22 Balance outstanding, March 31, 2017 4,687,566 $ 5.36 $ — Exercisable at March 31, 2017 2,640,484 $ 5.19 $ — |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of the RSU activity is presented below: Number of Shares Weighted-Average Grant Date Fair Value Per Share Intrinsic Non-vested RSU outstanding, December 31, 2016 272,000 $ 3.99 $ 571,200 Granted 1,339,742 $ 2.05 Vested (275,000 ) $ 3.97 $ 577,350 Forfeited (359,751 ) $ 2.05 Non-vested RSU outstanding, March 31, 2017 976,991 $ 2.05 $ 1,123,540 |
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 Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term Balance outstanding, December 31, 2016 5,505,901 $ 3.83 1.6 Balance outstanding, March 31, 2017 5,505,901 $ 3.83 1.4 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Short-term investments (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Accounting Policies [Abstract] | |
Realized gains and losses on investments | $ 0 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Warrants (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Derivative financial instruments | ||
Derivative financial instruments—warrants | $ 279,434 | $ 834,940 |
Warrants | Black Scholes Option Pricing Method | ||
Derivative financial instruments | ||
Derivative financial instruments—warrants | $ 279,434 | $ 834,940 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Net Loss Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Numerator: | ||
Numerator: Net loss attributable to common shareholders | $ (10,005,597) | $ (10,268,578) |
Adjustment for (gain) loss from change in fair value of derivative financial instruments—warrants | 0 | (533,750) |
Net loss used for diluted loss per share | $ (10,005,597) | $ (10,802,328) |
Denominator for basic and diluted net loss per share: | ||
Weighted-average shares used to compute basic loss per share | 30,961,014 | 29,755,184 |
Adjustments to reflect assumed exercise of warrants | 0 | 353,193 |
Weighted-average shares used to compute diluted net loss per share | 30,961,014 | 30,108,377 |
Net loss per share attributable to common stockholders: | ||
Net loss per common share - basic (in USD per share) | $ (0.32) | $ (0.35) |
Net loss per common share - diluted (in USD per share) | $ (0.32) | $ (0.36) |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 11,233,583 | 12,696,096 |
Stock Option | ||
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 4,687,566 | 8,117,024 |
Warrants | ||
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 5,505,901 | 4,515,947 |
Restricted Stock Units (RSUs) | ||
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 976,991 | 0 |
Series A Convertible Preferred Stock | ||
Net Loss Per Share | ||
Antidilutive securities excluded from the calculation of basic and diluted loss per share (in shares) | 63,125 | 63,125 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Liabilities: | ||
Derivative financial instruments—warrants | $ 279,434 | $ 834,940 |
Estimate of Fair Value Measurement | ||
Assets: | ||
Available-for-sale Securities | 18,619,712 | 23,978,022 |
Estimate of Fair Value Measurement | Corporate debt securities | ||
Assets: | ||
Available-for-sale Securities | 3,743,945 | 14,160,686 |
Estimate of Fair Value Measurement | Commercial paper | ||
Assets: | ||
Available-for-sale Securities | 6,273,140 | 1,195,444 |
Estimate of Fair Value Measurement | U.S. treasury securities | ||
Assets: | ||
Available-for-sale Securities | 8,602,627 | 8,621,892 |
Recurring basis | Corporate debt securities | ||
Assets: | ||
Available-for-sale Securities | 3,743,945 | 14,160,686 |
Recurring basis | Commercial paper | ||
Assets: | ||
Available-for-sale Securities | 7,272,879 | 2,393,948 |
Recurring basis | U.S. treasury securities | ||
Assets: | ||
Available-for-sale Securities | 8,602,627 | 8,621,892 |
Recurring basis | Estimate of Fair Value Measurement | ||
Assets: | ||
Money market fund | 8,707,706 | 12,095,620 |
Total Assets | 28,327,157 | 37,272,146 |
Liabilities: | ||
Derivative financial instruments—warrants | 279,434 | 834,940 |
Total Liabilities | 279,434 | 834,940 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | ||
Assets: | ||
Money market fund | 8,707,706 | 12,095,620 |
Total Assets | 8,707,706 | 12,095,620 |
Liabilities: | ||
Derivative financial instruments—warrants | 0 | 0 |
Total Liabilities | 0 | 0 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Corporate debt securities | ||
Assets: | ||
Available-for-sale Securities | 0 | 0 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | Commercial paper | ||
Assets: | ||
Available-for-sale Securities | 0 | 0 |
Recurring basis | Quoted Prices in Active Markets for Identical Assets and Liabilities (Level 1) | U.S. treasury securities | ||
Assets: | ||
Available-for-sale Securities | 0 | 0 |
Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Money market fund | 0 | 0 |
Total Assets | 19,619,451 | 25,176,526 |
Liabilities: | ||
Derivative financial instruments—warrants | 0 | 0 |
Total Liabilities | 0 | 0 |
Recurring basis | Significant Other Observable Inputs (Level 2) | Corporate debt securities | ||
Assets: | ||
Available-for-sale Securities | 3,743,945 | 14,160,686 |
Recurring basis | Significant Other Observable Inputs (Level 2) | Commercial paper | ||
Assets: | ||
Available-for-sale Securities | 7,272,879 | 2,393,948 |
Recurring basis | Significant Other Observable Inputs (Level 2) | Commercial paper | Cash and Cash Equivalents | ||
Assets: | ||
Available-for-sale Securities | 999,739 | 1,198,504 |
Recurring basis | Significant Other Observable Inputs (Level 2) | U.S. treasury securities | ||
Assets: | ||
Available-for-sale Securities | 8,602,627 | 8,621,892 |
Recurring basis | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Money market fund | 0 | 0 |
Total Assets | 0 | 0 |
Liabilities: | ||
Derivative financial instruments—warrants | 834,940 | |
Total Liabilities | 279,434 | 834,940 |
Recurring basis | Significant Unobservable Inputs (Level 3) | Corporate debt securities | ||
Assets: | ||
Available-for-sale Securities | 0 | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | Commercial paper | ||
Assets: | ||
Available-for-sale Securities | 0 | 0 |
Recurring basis | Significant Unobservable Inputs (Level 3) | U.S. treasury securities | ||
Assets: | ||
Available-for-sale Securities | $ 0 | $ 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Level 3 Liabilities (Details) - Warrants | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Reconciliation of the beginning and ending balances | |
Balance at December 31, 2016 | $ 834,940 |
Unrealized Gain | (555,506) |
Balance at March 31, 2017 | $ 279,434 |
Short-Term Investments (Details
Short-Term Investments (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Short-term Investments, Amortized Cost | $ 18,629,231 | $ 23,987,087 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 374 |
Available-for-sale Debt Securities, Accumulated Gross Unrealized Loss, before Tax | (9,519) | (9,439) |
Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 3,747,683 | 14,165,915 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 44 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (3,738) | (5,273) |
Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 6,273,140 | 1,195,444 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 0 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | 0 | 0 |
U.S. treasury securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 8,608,408 | 8,625,728 |
Available-for-sale Securities, Accumulated Gross Unrealized Gain, before Tax | 0 | 330 |
Available-for-sale Securities, Accumulated Gross Unrealized Loss, before Tax | (5,781) | (4,166) |
Estimate of Fair Value Measurement | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities | 18,619,712 | 23,978,022 |
Estimate of Fair Value Measurement | Corporate debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities | 3,743,945 | 14,160,686 |
Estimate of Fair Value Measurement | Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities | 6,273,140 | 1,195,444 |
Estimate of Fair Value Measurement | U.S. treasury securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities | $ 8,602,627 | $ 8,621,892 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Property, equipment and depreciation and amortization | ||
Property and equipment, gross | $ 5,600,352 | $ 5,588,900 |
Less—accumulated depreciation and amortization | (2,033,288) | (1,761,985) |
Property and equipment, net | 3,567,064 | 3,826,915 |
Furniture and office equipment | ||
Property, equipment and depreciation and amortization | ||
Property and equipment, gross | 1,144,741 | 1,144,741 |
Leasehold improvements | ||
Property, equipment and depreciation and amortization | ||
Property and equipment, gross | 1,994,514 | 1,994,514 |
Laboratory equipment | ||
Property, equipment and depreciation and amortization | ||
Property and equipment, gross | $ 2,461,097 | $ 2,449,645 |
Debt - Equipment Line of Credit
Debt - Equipment Line of Credit (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Nov. 30, 2015 | Mar. 31, 2017 | |
Line of Credit Facility [Line Items] | ||
Line of credit included in current liabilities | $ 626,104 | |
Line of credit in long-term liabilities | $ 1,084,537 | |
Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Line of credit borrowing capacity (up to) | $ 2,000,000 | |
Interest rate at end of period | 5.25% | |
Final payment of total amounts borrowed, percentage | 7.00% | |
Accrued final payment | $ 41,030 | |
Interest expenses recorded | $ 30,267 | |
Prime Rate | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Interest above base rate | 1.25% |
Debt - Future Payments on Line
Debt - Future Payments on Line of Credit (Details) - Line of Credit | Mar. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
2,016 | $ 626,104 |
2,017 | 626,104 |
2,018 | 417,403 |
Total principal | 1,669,611 |
Plus final fee premium accretion | 41,030 |
Total long-term obligations | $ 1,710,641 |
- Loan and Security Agreement (
- Loan and Security Agreement (Details) - USD ($) | Jul. 20, 2016 | Jun. 30, 2014 | Nov. 30, 2015 | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||
Amount borrowed included in current liabilities | $ 3,873,438 | $ 2,360,109 | |||
Amount borrowed, long-term liabilities | $ 12,699,739 | $ 14,176,359 | |||
Loan and Security Agreement | |||||
Debt Instrument [Line Items] | |||||
Interest rate at end of period | 5.25% | ||||
Accrued final payment | $ 41,030 | ||||
Interest expenses recorded | 30,267 | ||||
Future minimum principal payments | |||||
Plus final fee premium accretion | 41,030 | ||||
Total long-term obligations | 1,710,641 | ||||
Prime Rate | Loan and Security Agreement | |||||
Debt Instrument [Line Items] | |||||
Interest above base rate | 1.25% | ||||
Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Face value of term loan | $ 15,000,000 | ||||
Number of common shares that can be purchased upon exercise of warrant | 85,470 | ||||
Exercise price of warrants (in USD per share) | $ 3.51 | ||||
Exercisable term of warrant | 10 years | ||||
Amortized portion of final fee upon repayment | 1,125,000 | ||||
Amount borrowed included in current liabilities | 3,247,334 | ||||
Current portion of debt discount | 252,666 | ||||
Amount borrowed, long-term liabilities | 11,615,202 | ||||
Accrued final payment | 308,654 | ||||
Interest expenses recorded | 465,956 | ||||
Future minimum principal payments | |||||
2,018 | 3,500,000 | ||||
2,019 | 6,000,000 | ||||
2,020 | 5,500,000 | ||||
Total principal | 15,000,000 | ||||
Less discount | (446,118) | ||||
Plus final fee premium accretion | 308,654 | ||||
Total long-term obligations | $ 14,862,536 | ||||
Secured Debt | Minimum | |||||
Debt Instrument [Line Items] | |||||
Pre-payment fees (as a percent) | 1.00% | ||||
Secured Debt | Maximum | |||||
Debt Instrument [Line Items] | |||||
Pre-payment fees (as a percent) | 3.00% | ||||
Secured Debt | Loan and Security Agreement | |||||
Debt Instrument [Line Items] | |||||
Number of common shares that can be purchased upon exercise of warrant | 30,992 | 42,735 | 73,727 | ||
Exercise price of warrants (in USD per share) | $ 4.84 | ||||
Exercisable term of warrant | 10 years | ||||
Interest rate at end of period | 7.75% | ||||
Value of warrants recorded as debt discount and additional paid in capital | $ 148,885 | ||||
Secured Debt | Loan and Security Agreement | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument stated rate | 7.25% | ||||
Secured Debt | Prime Rate | Loan and Security Agreement | |||||
Debt Instrument [Line Items] | |||||
Interest above base rate | 3.75% |
Derivative Financial Instrume37
Derivative Financial Instruments - Warrants (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Changes in the Company's derivative financial instruments liability balance | ||
Balance of warrants outstanding at the beginning of the period (in shares) | 5,505,901 | |
Balance of warrants outstanding at the end of the period (in shares) | 5,505,901 | |
Balance of derivative financial instruments liability at the beginning of the period | $ 834,940 | |
Change in fair value of warrants during the period recognized as a gain in the condensed consolidated statement of operations | (555,506) | $ (533,750) |
Balance of derivative financial instruments liability at the end of the period | $ 279,434 | |
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% |
Changes in the Company's derivative financial instruments liability balance | ||
Balance of warrants outstanding at the beginning of the period (in shares) | 967,295 | |
Balance of warrants outstanding at the end of the period (in shares) | 967,295 | |
Balance of derivative financial instruments liability at the beginning of the period | $ 834,940 | |
Balance of derivative financial instruments liability at the end of the period | $ 279,434 | |
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) | $ 1.15 | $ 5.69 |
Expected warrant term | 1 year 9 months | 3 years 3 months 18 days |
Risk-free interest rate | 1.20% | 0.89% |
Expected volatility (as a percent) | 94.00% | 75.00% |
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) | $ 2.10 | $ 10.15 |
Expected warrant term | 2 years | 3 years 9 months 18 days |
Risk-free interest rate | 1.27% | 1.01% |
Expected volatility (as a percent) | 98.00% | 77.00% |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | 3 Months Ended |
Mar. 31, 2017shares | |
Common Stock | |
Class of Stock [Line Items] | |
Shares of common stock issued | 275,000 |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock-based compensation expense | ||
Total stock based compensation expense | $ 920,799 | $ 2,811,108 |
Research and Development Expense | ||
Stock-based compensation expense | ||
Total stock based compensation expense | 372,200 | 398,741 |
Cost of Revenue | ||
Stock-based compensation expense | ||
Total stock based compensation expense | 26,156 | 18,297 |
Selling and Marketing Expense | ||
Stock-based compensation expense | ||
Total stock based compensation expense | 304,532 | 578,721 |
General and Administrative Expense | ||
Stock-based compensation expense | ||
Total stock based compensation expense | 296,777 | 1,815,349 |
Restructuring Charges | ||
Stock-based compensation expense | ||
Total stock based compensation expense | (78,866) | 0 |
Stock Option | ||
Stock-based compensation expense | ||
Unrecognized compensation cost | $ 5,677,247 | $ 12,118,815 |
Weighted-average remaining vesting period for recognition | 2 years 7 months 10 days | 2 years 9 months 22 days |
Options outstanding, weighted average contractual life | 7 years 3 months 22 days | |
Fair value of stock options vested | $ 1,526,211 | $ 3,348,611 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | May 17, 2016 | |
Stock Option | ||||
Weighted-average assumptions | ||||
Risk-free interest rate | 0.00% | 1.77% | ||
Dividend yield (as a percent) | 0.00% | 0.00% | ||
Expected volatility (as a percent) | 0.00% | 76.00% | ||
Expected term | 0 years | 6 years 19 days | ||
Number of Options | ||||
Balance outstanding at the beginning of the period (in shares) | 5,528,628 | |||
Granted (in shares) | 0 | |||
Exercised (in shares) | 0 | |||
Cancelled / Forfeited (in shares) | (841,062) | |||
Balance outstanding at the end of the period (in shares) | 4,687,566 | |||
Vested and exercisable at the end of the period (in shares) | 2,640,484 | |||
Weighted Average Exercise Price Per Share | ||||
Balance outstanding at the beginning of the period (in USD per share) | $ 5.49 | |||
Granted (in USD per share) | 0 | |||
Exercised (in USD per share) | 0 | |||
Canceled / Forfeited (in USD per share) | 6.22 | |||
Balance outstanding at the end of the period (in USD per share) | 5.36 | |||
Vested and exercisable at the end of the period (in USD per share) | $ 5.19 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | ||||
Options outstanding, intrinsic value | $ 0 | $ 0 | ||
Vested and exercisable at the end of the period, intrinsic value | $ 0 | |||
2014 EIP | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | ||||
Authorized shares under the plan | 7,500,000 | |||
Number of remaining shares available for issuance | 2,563,428 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Weighted-Average Grant Date Fair Value Per Share | |||
Vested, intrinsic value | $ 577,350 | ||
Restricted Stock Units (RSUs) | |||
Number of Shares | |||
Non-vested at beginning of period (in shares) | 272,000 | ||
Granted (in shares) | 1,339,742 | 0 | |
Vested (in shares) | (275,000) | ||
Forfeited (in shares) | (359,751) | ||
Non-vested at end of period (in shares) | 976,991 | ||
Weighted-Average Grant Date Fair Value Per Share | |||
Nonvested, weighted average grant date fair value at beginning of period (in USD per share) | $ 3.99 | ||
Granted, weighted average grant date fair value (in USD per share) | 2.05 | ||
Vested, weighted average grant date fair value (in USD per share) | 3.97 | ||
Forfeited (in USD per share) | 2.05 | ||
Nonvested, weighted average grant date fair value at end of period (in USD per share) | $ 2.05 | ||
Non-vested RSU outstanding, intrinsic value | $ 1,123,540 | $ 571,200 | |
Share-based compensation cost not yet recognized | $ 1,603,214 | ||
Weighted-average remaining vesting period for recognition | 3 years 3 months 15 days | ||
Fair value of RSUs vested | $ 1,091,580 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Number of Warrants | ||
Balance of warrants outstanding at the beginning of the period (in shares) | 5,505,901 | |
Balance of warrants outstanding at the end of the period (in shares) | 5,505,901 | 5,505,901 |
Weighted Average Exercise Price Per Share | ||
Weighted average exercise price of warrants at the beginning of the period (in USD per share) | $ 3.83 | |
Weighted average exercise price of warrants at the end of the period (in USD per share) | $ 3.83 | $ 3.83 |
Term | ||
Weighted-Average Remaining Contractual Term | 1 year 4 months 24 days | 1 year 7 months 6 days |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Apr. 04, 2016USD ($)ft² | Nov. 30, 2015USD ($)ft² |
Commitments and Contingencies Disclosure [Abstract] | ||
Area of land after expansion | 26,100 | |
Monthly rental rate | $ | $ 68,000 | $ 3,100 |
Area under lease (in square feet) | 2,300 |
Commitments and Contingencies -
Commitments and Contingencies - Research and Development Agreements (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Research and Development Arrangement | Research and Development Expense | |
Other Commitments [Line Items] | |
Revenue and license fee expense | $ 88 |
Norviano | |
Other Commitments [Line Items] | |
Other Commitment | 1,000 |
Norviano | Licensing Agreements | |
Other Commitments [Line Items] | |
Research and Development Expense | $ 2,000 |
Commitments and Contingencies45
Commitments and Contingencies - Collaborative Arrangement (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Restructuring charges | $ 1,719,804 | $ 0 |
Boreal | Research and Development Expense | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Professional and Contract Services Expense | 33,000 | |
Impaired Long-Lived Assets | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Restructuring charges | $ 500,000 |
Commitments and Contingencies46
Commitments and Contingencies - Public Offering and Controlled Equity Offering and Database Usage (Details) - USD ($) | Jan. 25, 2013 | Mar. 31, 2017 | Mar. 15, 2017 |
Other Commitments [Line Items] | |||
Proceeds from public offering | $ 0 | ||
Public Offering And Controlled Equity Offering | Maximum | |||
Other Commitments [Line Items] | |||
Aggregate initial offering price | $ 20,698,357 | ||
Public Offering And Controlled Equity Offering | Selling Agents | |||
Other Commitments [Line Items] | |||
Commission on gross proceeds | 3.00% | ||
Public Offering And Controlled Equity Offering | Selling Agents | Maximum | |||
Other Commitments [Line Items] | |||
Aggregate initial offering price | $ 30,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Affiliated Entity | |
Related Party Transaction [Line Items] | |
Legal Fees | $ 155 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Expected Cost | $ 2,000,000 | |
Restructuring charges | 1,719,804 | $ 0 |
Restructuring Reserve | 1,300,000 | |
Employee Severance | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,200,000 | |
Impaired Long-Lived Assets | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 500,000 |